Annual Report
2 0 2 4
Shareholders and Friends,
2024 was an outstanding and momentous year at
Capital One. We delivered strong financial results
while continuing to coil the spring of investment in
future opportunities. We continued to innovate on
the shoulders of our technology transformation.
And most importantly, we announced our intent to
acquire Discover, a global payments network and
highly regarded credit card player.
While many banks in the United States are centuries
old, our Capital One journey began just three and a
half decades ago. We looked at the banking business
and realized it is really the technology and information
business. So we built an information-based
technology company that does banking, competing
against banks that use technology and data, but it is
not who they are. We were an original fintech before
there was such a word. While we have grown to be
one of the largest banks in the United States, we still
feel the entrepreneurial sense of possibility that
drove our quest to change how banking works.
All along the way in this unlikely journey we set our sights
on the seismic changes that were coming in the
marketplace. We worked backwards from where
winning is, even though it meant periodically
transforming our company. We declared bold
destinations, and somehow we found a way to get there.
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This bold strategic approach began with the
founding idea of the company, to build a credit card
company powered by data, analytics, scientific
testing, and statistical modeling to bring the right
product at the right price to the right customer
at the right time. We called it mass customization.
After years of work to bring this vision to life, we
were able to de-average the one-size-fits-all
marketplace, bring better deals to consumers,
and democratize access to credit cards.
We grew rapidly, fueled by almost unlimited access
to funding from the capital markets. But we were
haunted by the prospect of capital markets disruption
someday, so we declared an unprecedented reinvention.
We transformed our balance sheet from capital
markets funding to insured deposits, an arduous
journey years in the making. Our timing was fortuitous,
and it put us in a strong position to thrive in the
subsequent capital markets and banking crises.
Along the way we made the choice to build
something unique in the industry: a full-service
national digital bank with a thin physical presence
of branches and showroom Cafés. The streamlined
economics enable us to offer a show-stopping
checking product with no fees, no minimums, and
no overdraft fees. We are now enjoying industry-
leading growth of primary banking relationships.
We also made a bold move to expand our credit
card business into the most strategically rarefied
environment. After two decades of success serving
the mass market, fifteen years ago we made the
bold choice to go after the top of the credit card
market, targeting heavy spenders. We patiently
built out a vast array of capabilities, including
exceptional rewards, iconic customer experiences,
exclusive access to unique events, and a premium
brand credibility. We have enjoyed increasing
traction and share at the top of the market, and
year after year the fastest-growing part of our
credit card business is our heavy spenders.
And maybe the boldest choice of all, and one that will
define our future, was our technology transformation,
a journey that is now in its thirteenth year. It is a
journey that is without precedent in our industry,
and is a unique story in corporate America. It has
enabled us to be on the forefront of the AI revolution
that is sweeping the world.
Each of these choices was a lonely one at the time.
They were head-scratchers for many investors and
industry players. But these and other bold choices
powered the long, sustained growth of Capital One
over our entire journey. And they helped us deliver
strong financial results and shareholder returns
along the way. These collective choices are why we
are here today. And they were profoundly important
in setting the stage for our blockbuster Discover
announcement in February.
Capital One and Discover Will
Be a Powerful Combination
Capital One was built to drive organic growth. But also
we have been opportunistic in pursuing acquisitions
of companies that are growth platforms and that
position us for long-term success. In February 2024,
we announced an agreement to acquire Discover
Financial Services, which requires customary regulatory
approvals before the transaction can close.
For years, we admired Discover and their success in
building a strong and profitable franchise. They built
a culture that inspires their associates to do great
things. They have a reverence for the customer and
have cultivated a franchise of extraordinary advocates.
And despite preemptive scale disadvantages, they
also built a global payments network that is a rare
and valuable asset. Along the way they delivered
strong financial results through a range of economic
cycles. Discover’s journey has been remarkable.
After decades of admiring Discover from afar, we
were excited that our journeys brought us together.
Discover and Capital One were founded within years of
each other. We have a shared heritage of innovation,
growth and disrupting the status quo. We both have
built iconic brands and delivered breakthrough
products and experiences to consumers who were
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not being well-served by legacy banks that were
hundreds of years old. And we each have missions
dedicated to helping customers succeed and build
a brighter financial future.
This is a singular opportunity to bring together two
great companies and customer franchises. And this
combination can create game-changing strategic
opportunities. Discover’s payment network will
position Capital One as a more diversified, vertically
integrated, global payments platform. Adding our
debit volume and a growing portion of our credit
volume to the Discover network will add significant
scale, increasing the network’s value to merchants,
small businesses, and consumers and turning the
flywheel of further network growth. In the credit
card business, we have complementary strategies
with a shared focus on delivering clear and
compelling products and an exceptional customer
experience. We can accelerate the growth of our
national digital-first consumer banking franchise by
adding Discover’s consumer deposit portfolio and
building debit scale on the Discover debit network.
As we bring Discover customers into the Capital One
ecosystem, they will have ready access to other
unique Capital One properties, including Capital One
Travel, Capital One Shopping, Auto Navigator and
our full-service national digital bank. And we will be
able to leverage the benefits of Capital One’s
technology transformation, which will serve as a
catalyst for innovation and enhanced capabilities
in risk management and compliance, underwriting,
marketing and product development.
Over the course of 2024, we diligently prepared
for a smooth and well-managed integration as we
await regulatory approvals. We also announced a
historic $265 billion Community Benefit Plan as a
part of our proposed acquisition of Discover, which
will advance economic opportunity and financial
well-being across the United States. We will bring
positivity and humility to the hard work ahead as we
integrate our two companies. Together we can build
something great.
We Transformed the Company to Stay on
the Frontier of Technology, Data, and AI
The Capital One journey comes at an awe-inspiring
moment in human history. All around us, the pace of
technological innovation is accelerating. Throughout
history there have been waves of change that
transformed humanity’s potential. Those waves
played out over millennia and then centuries and
then decades and now just years. We went from
harnessing fire two million years ago to the
agricultural revolution in 10,000 B.C. to the industrial
revolution just two centuries ago. And now the digital
revolution has given birth to the AI revolution, which
may be the greatest transformation in human history.
The speed of this latest revolution is breathtaking.
Let’s watch how this tsunami wave formed. In the
late 2000s, three waves of innovation swept the
world all at once. The smartphone made us always
on and always connected, and ushered in the
real-time revolution. Cloud computing brought
nearly unlimited compute and storage at vanishingly
lower cost. And the capabilities of cloud computing
unleashed the dormant promise of AI. It was a triple
revolution all at the same time. It generated a
tsunami that propelled the world into AI in real time.
I call it the real-time, intelligent revolution. For the
consumer, it is experienced as instant, personalized
solutions. And now the revolution has brought
generative AI and the prospect for even greater
transformation.
A handful of tech companies have ridden these
waves of change to astonishing growth and success.
While Capital One was built as a tech and data
company, in 2013 we saw the staggering impact of
the triple revolution and knew we needed to rebuild
our infrastructure, from the bottom of the tech
stack up. We are now in the thirteenth year of our
tech transformation. We are 100% in the cloud. We
transformed how we build software. We modernized
the 1,300 applications on which the company was
built, and adopted serverless compute at scale.
We've built an ecosystem of modern platforms to
harness the explosion of data and to extract the
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wealth of insights that come with it. Everything we
built in these past thirteen years worked backwards
from a real-time, intelligent destination. As we move
up the tech stack, the benefits of our transformation
are accelerating. We are delivering breakthrough
customer experiences, higher growth, better
efficiency, and improved risk management. All of
these achievements have been powered by
thousands of world-class engineers, product
managers, analysts and data scientists.
Artificial intelligence will transform how we work
and live. Few companies are positioned to meet this
moment. Many will be left behind. In the world of
business, we see AI leading to two big revolutions.
A proliferation of off-the-shelf AI solutions, offered
by startups and leading tech companies, will power
a horizontal revolution across all industries. These
capabilities range from general productivity tools
for writing and summarization to domain-specific
tools for functions such as marketing and software
development. We expect these solutions to be
widely adopted. These tools are being built on
the world’s external data, but companies will get
dramatically enhanced capability by leveraging
their own data as well. Companies will see amazing
benefits in how work is done. The horizontal
revolution will enhance productivity of work across
companies everywhere, as well as society at large.
The AI revolution will also drive a vertical revolution,
transforming individual industries. But this
revolution is unlikely to be driven by the big tech
companies and tech suppliers. It will be driven by
companies in specific industries that are able to
embed AI in their business model and that have
deep, proprietary data. This means building AI
solutions that are deeply connected to how the
company works—its products, customer experience,
technology stack, data ecosystem, processes, and
the way decisions are made. The winners in the
vertical revolution will be companies that are built
with modern technology, led by world-class tech
and analytical talent, and powered by boundless
proprietary data from a huge customer base in
the vertical.
We envision the bank of the future enhanced by AI.
With AI integrated across every customer channel,
the bank can know a customer’s context in the moment,
respond reactively and even proactively to address
the customer’s need, and then automatically take
action as appropriate in real time. Inside the bank,
the key functions like credit, marketing, operations
and risk management will be real-time, intelligent,
mass-customized activities. This bank of the future
will be a true technology company—a company that
does not simply import AI, but instead one where AI
is embedded in the business model.
Our Businesses are Well-Positioned
to Innovate and Grow
Our financial performance continues to benefit
from our portfolio of attractive businesses, our
technology transformation, and our pipeline of
growth opportunities. In 2024, driven by strong
growth in credit cards, we delivered $39.1 billion
in revenue, a 6% increase from 2023. The
combination of continued-strong top-line growth
and positive operating leverage buoyed profitability
and capital generation. We invested $4.6 billion in
marketing, up 14% as we continued to lean into
attractive and resilient long-term growth across our
card and bank franchises. Even with the big marketing
investment, our pre-provision earnings1 grew 7%
to $17.6 billion and we earned $11.59 per diluted
common share.
Unwaveringly at the center of our business model
since the very beginning has been the focus on
credit risk management. We often “zig while the
market zags” in anticipation of credit changes in
the marketplace. This proactive approach has helped
us be resilient, and even play offense, when the
markets later went south. The benefits of these
choices were evident in 2024 as consumer credit
losses continued to be impacted by delayed charge-
offs from the pandemic. Coming out of the crisis in
2022, we were the only major bank to publicly flag
and respond to credit bureau score inflation, the
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prospect of delayed charge offs, and supply-driven
adverse selection that resulted from pandemic-era
consumer surpluses. We proactively pulled back in
some lending segments, which had the effect of
lowering card and auto growth at the time. But
those choices drove 2024 credit results to turn the
corner and settle out ahead of many industry peers.
It was a strong year for our investors. Capital One’s
stock price was up 36% in 2024, and our one year total
shareholder return–which includes the combined
impact of stock performance and shareholder
dividends–was 38.3%, outperforming the banking
industry and the broader equity markets.
Our card business turned in another strong year of
growth across our key segments, with revenues up
10% and purchase volume2 up 6%. Over the last
decade, we have invested to win at the top of the
market with premium rewards products, digital
experiences and exclusive access and events. In
2024 our Venture X card continued to enjoy strong
account growth, higher market share of consumer
spending, and widespread industry accolades from
news outlets and influencers like The Points Guy,
who named Venture X the Premium Travel Credit
Card of the Year for the second year in a row.
We continue to innovate and invest in new vectors
of growth. Capital One Shopping uses real-time
machine learning models to save customers
hundreds of millions of dollars by automatically
searching for coupons and delivering valuable
rewards at thousands of online merchants. Plus,
it’s free and you don’t need to be a Capital One
customer to use it. Capital One Travel is a modern,
mobile-first travel discovery and booking platform
that is delighting our customers by providing
leading rewards, access to flights and rental cars
around the world, and an inventory of over one
thousand luxury hotels and premium vacation
property rentals. We continued to add to our
portfolio of unique and modern airport lounges,
including our first-ever Capital One Landing at
Washington Reagan airport, in partnership with
chef and restaurateur José Andrés.
Our full-service digital-first national bank continued
to grow our share of primary banking relationships
and drive strong consumer deposit growth. For the
fifth year in a row, we were named the #1 National
Bank for Overall Customer Satisfaction by J.D.
Power. And we now have 59 flagship Cafés in cities
across the United States, showrooms for our
products and technology where visitors and
customers can experience banking reimagined.
We also serve business and commercial clients
across the U.S. and help them invest to grow their
businesses.
Our Auto Navigator platform has reimagined the
auto-buying experience, allowing consumers to
search dealer inventories, understand their financing
options, customize their payment amount and
schedule, and prequalify for financing without an
impact to their credit score. And with our decade
of investment in modern technology platforms, we
have launched a new vector of growth, Capital One
Software, which is commercializing some of these
proprietary tools externally. Our first two enterprise
software products focus on cloud data management
and tokenization.
Our continued success at Capital One is powered
by our extraordinary associates. Our highest calling
has always been to search the world for great
people and give them the opportunity to be great.
We welcomed thousands of new associates and
over one thousand interns to Capital One, and
continued to be recognized as an exceptional place
to start or grow a career. We added critical AI,
Engineering, Cyber, Product, and Analyst talent to
power our technology transformation and build AI
deep into our business model. We have a culture of
inventorship. For the sixth year in a row, Capital One
led the financial services industry in the number of
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new U.S. patents granted, and we ended the year
with the largest patent portfolio in the industry.
Capital One ranked #15 on Fortune® magazine’s list
of 100 Best Companies to Work For®, which marks
our fourth consecutive year in the top 15 and
thirteenth consecutive year on this iconic list.
This is a remarkable moment in human history and a
defining moment for Capital One. Our achievements
in 2024 were made possible by three decades of bold
investment choices to keep positioning Capital One
at the forefront of where the world is going and to
further fortify our resilience. We know we will need
to continue our strategic investments in technology,
product innovation, brand, talent, and the integration
of Discover. Our 53,000 associates bring incredible
skill, imagination and heart to their work every day.
I am humbled to lead such an exceptional team and
grateful for their tireless efforts over the past year.
We have a big agenda ahead of us, and there are no
guarantees. But I like our chances.
Rich Fairbank
Founder and CEO
1 Pre-provision earnings of $17.6B is a non-GAAP metric calculated based
on total net revenue ($39.1B) less non-interest expense ($21.5B).
2 Purchase volume consists of purchase transactions, net of returns, for the
period, and excludes cash advance and balance transfer transactions.
7
8
Financial Summary
Loans Held for Investment
($ IN BILLIONS)
Source: COF Forms 10-K published at sec.gov
Total Net Revenue
($ IN MILLIONS)
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
(IN DOLLARS)
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.
9
Income Statement (Dollars in millions, except per-share data as noted)
2024
2023
Net interest income
$
31,208
$
29,241
Non-interest income
7,904
7,546
Total revenue
39,112
36,787
Provision for credit losses
11,716
10,426
Non-interest expense
21,486
20,316
Income from continuing operations before income taxes
5,910
6,045
Income tax provision
1,163
1,158
Net income
4,750
4,887
Dividends and undistributed earnings allocated to participating securities
(77)
(77)
Preferred stock dividends
(228)
(228)
Net income available to common stockholders
4,445
4,582
Common Share Statistics
Basic earnings per common share:
2024
2023
Net income per basic common share
11.61
11.98
Diluted earnings per common share:
2024
2023
Net income per diluted common share
11.59
11.95
2024
2023
Dividends declared and paid per common share
$
2.40
$
2.40
Balance Sheet (Dollars in millions)
2024
2023
Loans held for investment
$
327,775
$
320,472
Interest-earning assets
463,058
449,701
Total assets
490,144
478,464
Interest-bearing deposits
336,585
320,389
Total deposits
362,707
348,413
Borrowings
45,551
49,856
Common equity
55,938
53,244
Total stockholders’ equity
60,784
58,089
Average Balances (Dollars in millions)
2024
2023
Loans held for investment
$
317,421
$
311,541
Interest-earning assets
453,481
441,238
Total assets
480,451
467,807
Interest-bearing deposits
324,297
313,737
Total deposits
351,168
343,554
Borrowings
48,465
49,332
Common equity
54,953
50,349
Total stockholders’ equity
59,799
55,195
Credit Quality Metrics (Dollars in millions, except per-share data as noted)
2024
2023
Allowance for credit losses
$
16,258
$
15,296
Allowance coverage ratio
4.96 %
4.77 %
Net charge-offs
$
10,748
$
8,414
Net charge-off rate
3.39 %
2.70 %
30+ day performing delinquency rate
3.69
3.71
30+ day delinquency rate
3.98
3.99
Performance Metrics
2024
2023
Purchase volume
$
654,436
$
620,290
Total net revenue margin
8.62 %
8.34 %
Net interest margin
6.88
6.63
Return on average assets
0.99
1.04
Return on average common equity
8.08
9.10
Return on average tangible common equity
11.18
13.04
Efficiency ratio
54.93
55.23
Operating efficiency ratio
43.27
44.33
Effective income tax rate for continuing operations
19.7
19.2
Employees (period end, in thousands)
52.6
52.0
Capital Ratios
2024
2023
Common equity Tier 1 capital
13.5 %
12.9 %
Tier 1 capital
14.8
14.2
Total capital
16.4
16.0
Tier 1 leverage
11.6
11.2
Tangible common equity
8.6
8.2
A digital version of our 2024 Form 10-K is made available by the Securities and Exchange Commission on its public database at
https://www.sec.gov/Archives/edgar/data/0000927628/000092762825000092/cof-20241231.htm
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Capital One Financial Corporation
Directors and Executive Officers
BOARD OF DIRECTORS
Richard D. Fairbank
Chairman and CEO
Ime Archibong C
Vice President, Product Management and Head of
Product at Messenger, Meta
Christine Detrick A, R
Former Director, Head of the Americas
Financial Services Practice;
Former Senior Advisor, Bain & Company
Ann Fritz Hackett C, G, R
Former Strategy Consulting Partner
Suni P. Harford A, R
Former President, UBS Asset Management
Peter Thomas Killalea C, R
Former Vice President of Technology, Amazon.com
Cornelis Petrus Adrianus Joseph
“Eli” Leenaars A, C, R
Former Group Chief Operating Officer,
Quintet Private Bank
François Locoh-Donou C, G
President, CEO and Director, F5, 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
Former Chairman, Exelon Corporation;
Former Chairman, President and CEO,
Constellation Energy Group
Craig Anthony Williams A, C
President, Geographies and Marketplace, Nike, Inc.
EXECUTIVE OFFICERS
Richard D. Fairbank
Chairman and CEO
Robert M. Alexander
Chief Information Officer
Neal A. Blinde
President, Commercial Banking
Matthew W. Cooper
General Counsel and Corporate Secretary
Lia N. Dean
President, Banking and Premium Products
Kaitlin Haggerty
Chief Human Resources Officer
Celia S. Karam
President, Retail Bank
Frank G. LaPrade, III
Chief Enterprise Services Officer and
Chief of Staff to the CEO
Mark Daniel Mouadeb
President, U.S. Card
Ravi Raghu
President, Capital One Software,
International, and Business Cards & Payments
Kara West
Chief Enterprise Risk Officer
Sanjiv Yajnik
President, Financial Services
Andrew M. Young
Chief Financial Officer
Michael Zamsky
Chief Credit and Financial Risk Officer
A Audit Committee
C Compensation Committee
G Governance and Nominating Committee
R Risk Committee
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, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-13300
____________________________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Delaware
54-1719854
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1680 Capital One Drive,
McLean, Virginia
22102
(Address of principal executive offices)
(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
Trading
Symbol(s)
Name of Each Exchange on Which
Registered
Common Stock (par value $.01 per share)
COF
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
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual
Preferred Stock, Series L
COF PRL
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual
Preferred Stock, Series N
COF PRN
New York Stock Exchange
1.650% Senior Notes Due 2029
COF29
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
____________________________________
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 ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 and non-voting stock held by non-affiliates of the registrant as of the close of business on June 30, 2024 was approximately $52.3 billion. As of
January 31, 2025, there were 381,327,698 shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1.
Portions of the Proxy Statement for the annual meeting of stockholders to be held on May 08, 2025, are incorporated by reference into Part III.
TABLE OF CONTENTS
Page
PART I
4
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Operations and Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Human Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Technology and Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
PART II
49
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) . . .
52
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
Consolidated Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Consolidated Balance Sheets Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Off-Balance Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Business Segment Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Critical Accounting Policies and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Accounting Changes and Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Credit Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94
Liquidity Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Market Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Supplemental Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
Glossary and Acronyms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
1
Capital One Financial Corporation (COF)
Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Note 2—Business Combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
Note 3—Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
Note 4—Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments . . . . . . . .
171
Note 6—Variable Interest Entities and Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Note 7—Goodwill and Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
Note 8—Premises, Equipment and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
Note 9—Deposits and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184
Note 10—Derivative Instruments and Hedging Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
Note 11—Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
Note 12—Regulatory and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
Note 13—Earnings Per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Note 14—Stock-Based Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Note 15—Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
Note 16—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
Note 17—Fair Value Measurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
Note 18—Business Segments and Revenue from Contracts with Customers . . . . . . . . . . . . . . . . . . .
217
Note 19—Commitments, Contingencies, Guarantees and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . .
222
Note 20—Capital One Financial Corporation (Parent Company Only) . . . . . . . . . . . . . . . . . . . . . . . .
226
Note 21—Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . .
229
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
PART III
230
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . .
230
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . .
230
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
PART IV
231
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
2
Capital One Financial Corporation (COF)
INDEX OF MD&A AND SUPPLEMENTAL TABLES
MD&A Tables:
Page
1
Average Balances, Net Interest Income and Net Interest Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
2
Rate/Volume Analysis of Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
3
Non-Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
4
Non-Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
5
Loans Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
6
Funding Sources Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
7
Business Segment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
8
Credit Card Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
8.1
Domestic Card Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
9
Consumer Banking Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
10
Commercial Banking Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
11
Other Category Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
12
Capital Ratios Under Basel III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
13
Regulatory Risk-Based Capital Components and Regulatory Capital Metrics . . . . . . . . . . . . . . . . . . . . . . . . .
86
14
Preferred Stock Dividends Paid Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
15
Loan Maturity Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
16
Credit Card Portfolio by Geographic Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
17
Consumer Banking Portfolio by Geographic Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
18
Commercial Real Estate Portfolio by Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
19
Commercial Loans by Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
20
Credit Score Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
21
30+ Day Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
22
Aging and Geography of 30+ Day Delinquent Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
23
90+ Day Delinquent Loans Accruing Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
24
Nonperforming Loans and Other Nonperforming Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
25
Net Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
26
Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity . . . . . . . . . . . . . . .
107
27
Liquidity Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
28
Deposits Composition and Average Deposits Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
29
Amount of Uninsured Time Deposits by Contractual Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
30
Long-Term Debt Funding Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
31
Senior Unsecured Long-Term Debt Credit Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
32
Interest Rate Sensitivity Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Supplemental Tables:
A
Net Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
B
Reconciliation of Non-GAAP Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
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, branch locations, cafés and other distribution channels.
As of December 31, 2024, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National
Association (“CONA”). The Company is hereafter collectively referred to as “we,” “us” or “our.” CONA is referred to as the
“Bank.”
References to “this Report” or our “2024 Form 10-K” or “2024 Annual Report” are to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2024. All references to 2024, 2023 and 2022, refer to our fiscal years ended, or the dates, as the
context requires, December 31, 2024, December 31, 2023 and December 31, 2022, respectively. Certain business terms used in
this document are defined in “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations (“MD&A”)—Glossary and Acronyms” and should be read in conjunction with the Consolidated Financial
Statements included in this Report.
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, 2024. In addition to credit cards, we also offer debit cards, bank
lending, treasury management and depository services, auto loans and other consumer lending products in markets across the
U.S. As one of the nation’s largest banks based on deposits as of December 31, 2024, we service banking customer accounts
through digital channels and our network of branch locations, cafés, call centers and automated teller machines (“ATMs”).
We also offer products and services outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect
subsidiary of CONA organized and located in the United Kingdom (“U.K.”), and through a branch of CONA in Canada. Both
COEP and our Canadian branch of CONA have the authority to provide credit card loans.
Agreement to Acquire Discover
On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among
Capital One, Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which (a) Merger Sub will
merge with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (b) immediately following
the Merger, Discover, as the surviving entity, will merge with and into Capital One, with Capital One as the surviving entity in
the second-step merger (the “Second Step Merger”); and (c) immediately following the Second Step Merger, Discover Bank, a
Delaware-chartered and wholly owned subsidiary of Discover, will merge with and into CONA, with CONA as the surviving
entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and the Second Step Merger, the
“Transaction”). The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and
Discover.
At the effective time of the Merger, each share of common stock of Discover outstanding immediately prior to the effective
time of the Merger, other than certain shares held by Discover or Capital One, will be converted into the right to receive 1.0192
shares of common stock of Capital One. Holders of Discover common stock will receive cash in lieu of fractional shares. At the
effective time of the Second Step Merger, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series C, of Discover, and each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of
Discover, in each case outstanding immediately prior to the effective time of the Second Step Merger, will be converted into the
right to receive a share of newly created series of preferred stock of Capital One having terms that are not materially less
favorable than the applicable series of Discover preferred stock.
On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders. During the
respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as
4
Capital One Financial Corporation (COF)
merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the
Merger Agreement. The closing of the Transaction remains subject to the satisfaction of other customary closing conditions,
including the receipt of required regulatory approvals.
Walmart Program Agreement Termination
On May 21, 2024, our credit card program agreement with Walmart terminated (“Walmart Program Termination”). Pursuant to
terms of the termination, Capital One retained ownership and servicing of the existing credit card portfolio and is nearing
completion of converting eligible customers into Capital One branded card products.
Other 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.
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
“Governance & Leadership” in the Investor Relations section of our website include:
•
our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, and Code of Conduct; 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 any future
amendments to, or waivers from, our Code of Conduct on the website following the date of any such 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 filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably
practicable after electronically filing or furnishing such material to the SEC at www.sec.gov. We also routinely post financial
and other information, which could be deemed to be material to investors, on our investor relations website. Information
regarding our corporate social responsibility and environmental sustainability initiatives is also available on our website. The
content of any of our websites referred to in this Report is not incorporated by reference into this Report or any other filings
with the SEC.
5
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, and 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 business segment are included in the Other category, such as
the management of our corporate investment portfolio and asset/liability positions performed by our centralized Corporate
Treasury group and any residual tax expense or benefit beyond what is assessed to our business segments in order to arrive at
the consolidated effective tax rate. The Other category also includes unallocated corporate expenses that do not directly support
the operations of the business segments or for which the business segments are not considered financially accountable in
evaluating their performance, such as certain restructuring charges and integration expenses related to the Transaction.
•
Credit Card: Consists of our domestic consumer and small business card lending, and international card businesses in
the U.K. and Canada.
•
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, estimates of future expected credit losses, levels of marketing expense and operating
efficiency all affect our profitability. In our Credit Card business, we generally experience fluctuations in purchase volume and
the level of outstanding loan receivables from 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 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. MD&A—Executive Summary,” “Part II—Item 7. MD&A—Business Segment Financial Performance” and “Part II—Item 8.
Financial Statements and Supplementary Data—Note 18—Business Segments and Revenue from Contracts with Customers” of
this Report.
6
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, customer
experience and other product features.
Our Consumer Banking and Commercial Banking businesses compete with national, state and direct banks as well as with
savings and loan associations and credit unions for loans and deposits. Our competitors also include automotive finance
companies, commercial banking companies and other financial services providers that provide loans, deposits, and other similar
services and products. In addition, we compete against non-bank institutions that are able to offer these products and services.
We also consider new and emerging companies in digital and mobile payments 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 “Item 1A. Risk Factors.”
SUPERVISION AND REGULATION
General
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 stockholders 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, management and
ability to make distributions to stockholders. 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, initially
in response to the 2007-2008 financial crisis, and more recently in light of other factors such as technological, political and
market changes, as well as the 2023 regional bank failures. Regulatory enforcement and fines have also increased across the
banking and financial services sector.
The descriptions below summarize certain significant federal and state laws, as well as international 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 statutes or regulatory provisions.
Prudential Regulation of Banking
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
7
Capital One Financial Corporation (COF)
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
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 Bank is a national association chartered under the National Bank Act, the deposits of which are insured by the Federal
Deposit Insurance Corporation (“FDIC”) up to applicable limits. The Bank is subject to comprehensive regulation and periodic
examination by the Office of the Comptroller of the Currency (“OCC”), the FDIC and the Consumer Financial Protection
Bureau (“CFPB”).
We also are 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 by Authorities Outside the United States” below for
additional details.
Capital and Stress Testing Regulation
The Company and the Bank are subject to capital adequacy guidelines adopted by the Federal Reserve and OCC, respectively.
For a further discussion of the capital adequacy guidelines, see “Part II—Item 7. MD&A—Capital Management” and “Part II—
Item 8. Financial Statements and Supplementary Data—Note 12—Regulatory and Capital Adequacy.”
Basel III and U.S. Capital Rules
The Company and the Bank are subject to the regulatory capital requirements established by the Federal Reserve and the OCC,
respectively (“Basel III Capital Rules”). The Basel III Capital Rules implement certain capital requirements published by the
Basel Committee on Banking Supervision (“Basel Committee”), along with certain provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and other capital provisions.
As a BHC with total consolidated assets of at least $250 billion but less than $700 billion and not exceeding any of the
applicable risk-based thresholds, the Company is a Category III institution under the Basel III Capital Rules.
The Bank, as a subsidiary of a Category III institution, is a Category III bank. Moreover, the Bank, as an insured depository
institution, is subject to prompt corrective action (“PCA”) capital regulations, as described below.
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 4.0% and a minimum supplementary leverage ratio of 3.0%. We are also subject to the
capital conservation buffer requirement and countercyclical capital buffer requirement, each as described below. Our capital
and leverage ratios are calculated based on the Basel III standardized approach framework.
We have elected to exclude certain elements of accumulated other comprehensive income (“AOCI”) from our regulatory capital
as permitted for a Category III institution. See “Basel III Finalization Proposal” below for information on the recognition of
AOCI in regulatory capital under the proposed changes to the Basel III Capital Rules.
Global systemically important banks (“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.
8
Capital One Financial Corporation (COF)
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. Under the Federal Reserve’s final rule to implement the stress capital buffer requirement
(“Stress Capital Buffer Rule”), the Company’s “standardized approach capital conservation buffer” includes its stress capital
buffer requirement (as described below), any G-SIB Surcharge (which is not applicable to us) and the countercyclical capital
buffer requirement (which is currently set at 0%). Any determination to increase the countercyclical capital buffer generally
would be effective twelve months after the announcement of such an increase, unless the Federal Reserve, OCC and the FDIC
(collectively, “Federal Banking Agencies”) set an earlier effective date.
The Company’s stress capital buffer requirement is recalibrated every year based on the Company’s supervisory stress test
results, as discussed below. In particular, the Company’s stress capital buffer requirement equals, subject to a floor of 2.5%, the
sum of (i) the difference between the Company’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 Company’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 Company’s projected CET1 capital ratio reaches its minimum under the supervisory stress
test.
Based on the Company’s 2024 supervisory stress test results, the Company’s stress capital buffer requirement for the period
beginning on October 1, 2024 through September 30, 2025 is 5.5%. Therefore, the Company’s minimum capital requirements
plus the standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the
stress capital buffer framework are 10.0%, 11.5% and 13.5%, respectively, for the period from October 1, 2024 through
September 30, 2025.
The Stress Capital Buffer Rule does not apply to the Bank. Pursuant to the OCC’s capital regulations, which are only applicable
to the Bank, the capital conservation buffer for the Bank continues to be fixed at 2.5%. Therefore, the Bank’s minimum capital
requirements plus its capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios are 7.0%, 8.5% and
10.5%, respectively. See “Part II—Item 7. MD&A—Capital Management” and “Part II—Item 8. Financial Statements and
Supplementary Data—Note 12—Regulatory and Capital Adequacy” for additional information.
If the Company or the Bank fails to maintain its capital ratios above the minimum capital requirements plus the applicable
capital conservation buffers, it will face increasingly strict automatic limitations on capital distributions and discretionary bonus
payments to certain executive officers.
See also “Capital Planning and Stress Testing” below for more information about the stress capital buffer determination
process.
CECL Transition Rule
The Federal Banking Agencies adopted a final rule (“CECL Transition Rule”) that provides banking institutions an optional
five-year transition period to phase in the impact of the current expected credit losses (“CECL”) standard on their regulatory
capital (“CECL Transition Election”). We adopted the CECL standard (for accounting purposes) as of January 1, 2020, and
made the CECL Transition Election (for regulatory capital purposes) in the first quarter of 2020.
Pursuant to the CECL Transition Rule, a banking institution could 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 used 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
were 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. From January 1, 2022 through
December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact were being
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.
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Capital One Financial Corporation (COF)
Capital Impact Delayed
Phase In Period
2020
2021
2022
2023
2024
2025
“Day 1” CECL adoption impact
Capital impact delayed to
2022
25% Phased
In
50% Phased
In
75% Phased
In
Fully Phased
In
Cumulative “day 2” ongoing impact
25% scaling factor as an
approximation of the increase
in allowance under CECL
Market Risk Rule
The “Market Risk Rule” supplements the Basel III Capital Rules by requiring institutions subject to the rule to adjust their risk-
based capital ratios to reflect the market risk in their trading book. The Market Risk Rule generally applies to institutions with
aggregate trading assets and liabilities equal to 10% or more of total assets or $1 billion or more. As of December 31, 2024, the
Company and the Bank are subject to the Market Risk Rule. See “Part II一Item 7. MD&A一Market Risk Profile” for additional
information.
Basel III Finalization Proposal
In July 2023, the Federal Banking Agencies released a notice of proposed rulemaking (“Basel III Finalization Proposal”) to
revise the Basel III Capital Rules applicable to banking organizations with total assets of $100 billion or more and their
subsidiary depository institutions, including the Company and the Bank.
The Basel III Finalization Proposal would introduce a new framework for calculating risk-weighted assets (“Expanded Risk-
Based Approach”). An institution subject to the proposal would be required to calculate its risk-weighted assets under both the
Expanded Risk-Based Approach and the existing Basel III standardized approach and, for each risk-based capital ratio, would
be bound by the calculation that produces the lower ratio. All capital buffer requirements, including the stress capital buffer
requirement, would apply regardless of whether the Expanded Risk-Based Approach or the existing Basel III standardized
approach produces the lower ratio. The proposal would also replace the existing approach for calculating market risk with a
new approach based on both internal models and standardized methodologies.
The Basel III Finalization Proposal would also make certain changes to the calculation of regulatory capital for Category III and
IV institutions. Under the proposal, these institutions would be required to begin recognizing certain elements of AOCI in
CET1 capital, including unrealized gains and losses on available for sale securities. The proposal would also generally reduce
the threshold above which these institutions must deduct certain assets from their CET1 capital, including certain deferred tax
assets, mortgage servicing assets and investments in unconsolidated financial institutions.
The Basel III Finalization Proposal includes a proposed effective date of July 1, 2025, subject to a three-year transition period
ending July 1, 2028, over which risk-weighted assets calculated under the Expanded Risk-Based Approach and the recognition
of AOCI in CET1 capital would be phased in. It is uncertain when or if a final rule will be adopted, and if so, whether and to
what extent it will differ from the Basel III Finalization Proposal. As a result, the timing and content of any final rule, and the
potential effects of any final rule on the Company and the Bank, remain uncertain.
FDICIA and Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the Federal Banking Agencies to
take PCA for banks that do not meet minimum capital requirements. 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 FDICIA’s PCA provisions and such capital categories may not constitute
an accurate representation of the Bank’s overall financial condition or prospects.
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,
a supplementary leverage ratio of 3% or more. The PCA provisions also authorize the Federal Banking Agencies to reclassify a
10
Capital One Financial Corporation (COF)
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.
Capital Planning and Stress Testing
Under the Federal Reserve’s capital plan rule, a covered company, such as the Company, must submit a capital plan to the
Federal Reserve on an annual basis that contains a description of all planned capital actions, including dividends or stock
repurchases, over a nine-quarter planning horizon beginning with the first quarter of the calendar year the capital plan is
submitted.
Pursuant to the capital plan rule, the Company must file its capital plan with the Federal Reserve by April 5 of each year (unless
the Federal Reserve designates a later date), using data as of the end of the prior calendar year. The Federal Reserve will release
the results of the supervisory stress test and notify the Company of its preliminary stress capital buffer requirement by June 30
of that year, and final stress capital buffer requirement by August 31 of that year. The Company’s final stress capital buffer
requirement will be effective from October 1 of the year in which the capital plan is submitted through September 30 of the
following year. As a general matter, the Company may make capital distributions in excess of those included in its capital plan
without the prior approval of the Federal Reserve so long as the Company is otherwise in compliance with the capital rule’s
automatic limitations on capital distributions. However, as described below, in the event a capital plan resubmission is required,
all capital distributions would be subject to the prior approval of the Federal Reserve.
The Federal Reserve’s capital plan rule further provides that if a covered company determines there has been or will be a
material change in its risk profile, financial condition, or corporate structure since it last submitted its capital plan, it must
update and resubmit its capital plan within 30 calendar days, subject to a potential 60-day extension. We determined that our
proposed acquisition of Discover constitutes a material change and submitted an updated capital plan as required by the capital
plan rule. In addition, the capital plan rule provides that upon the occurrence of an event requiring resubmission, a covered
company may not make any capital distribution unless it has received approval of the Federal Reserve. Accordingly, all our
capital distributions are now subject to the prior approval of the Federal Reserve pending the Federal Reserve’s consideration of
our resubmitted capital plan. We have received prior approval of the Federal Reserve to make certain capital distributions.
We are also subject to supervisory and company-run stress testing requirements (also known as the Dodd-Frank Act stress tests
(“DFAST”). DFAST 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. In
particular, the Federal Reserve is required to conduct annual stress tests on certain covered companies, such as the Company, to
ensure that the covered companies have sufficient capital to absorb losses and continue operations during adverse economic
conditions, as well as to determine the Company’s stress capital buffer requirement as described above. As a Category III
institution, we are also required to conduct company-run stress tests and publish the results of such tests on our website or other
public forum on a biennial basis. Under the OCC’s stress test rule, a bank with at least $250 billion in assets, including the
Bank, must conduct its own company-run stress tests. The Bank must also disclose the results of its stress test on a biennial
basis.
Funding and Dividends from Subsidiaries
Dividends from the Company’s direct and indirect subsidiaries represent a major source of the funds we use 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 Bank can finance or otherwise supply funds to the Company through dividends and loans.
These limitations include minimum regulatory capital and capital buffer 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 Bank, from making dividend distributions without first 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.
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Capital One Financial Corporation (COF)
Liquidity Regulation
The Company and the Bank are subject to minimum liquidity standards as adopted by the Federal Reserve and OCC,
respectively. For a further discussion of the minimum liquidity standards, see “Part II一Item 7. MD&A一Liquidity Risk
Profile.”
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 Bank are subject to the LCR standard as implemented by the Federal Reserve and OCC, respectively
(“LCR Rule”). The LCR Rule requires each of the Company and the Bank to hold an amount of eligible HQLA that equals or
exceeds 100% of its respective projected adjusted net cash outflows over a 30-day period, each as calculated in accordance with
the LCR Rule. The LCR Rule requires each of the Company and the Bank to calculate its respective 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.
As a Category III institution with less than $75 billion in weighted average short-term wholesale funding, the Company’s and
the Bank’s total net cash outflows are multiplied by an outflow adjustment percentage of 85%. Although the Bank may hold
more HQLA than it needs to meet its LCR requirements, the LCR Rule restricts the amount of such excess HQLA held at the
Bank (referred to as “Trapped Liquidity”) that can be included in the Company’s HQLA amount. Because we typically manage
the Bank’s LCR to levels well above 100%, the result is additional Trapped Liquidity as the Bank’s net cash outflows are
reduced by the outflow adjustment percentage of 85%.
The Company and the Bank are subject to the NSFR standard as implemented by the Federal Reserve and OCC, respectively
(“NSFR Rule”). The NSFR Rule requires each of the Company and the Bank 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 a specified percentage of its 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 Bank are each required to maintain
available stable funding in an amount at least equal to 85% of its required stable funding. The Company is required to make
public disclosures of its NSFR every second and fourth quarter, including certain quantitative metrics and a qualitative
discussion of its NSFR drivers and results.
In addition to the LCR and NSFR requirements discussed above, 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 Federal Reserve regulations.
Deposit Funding and Brokered Deposits
Under FDICIA, only well capitalized and adequately capitalized institutions may accept “brokered deposits,” as defined by
FDIC regulations. 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. See “Part II一Item 7. MD&A一Liquidity Risk Profile” for additional
information.
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.
12
Capital One Financial Corporation (COF)
Resolution and Recovery Planning Requirements and Related Authorities
Resolution and Recovery Planning
The Company is required by Section 165(d) of the Dodd-Frank Act to submit to the Federal Reserve and FDIC every three
years a resolution plan for orderly resolution in the event it faces material financial distress or failure, with submissions
alternating between a full resolution plan and a targeted resolution plan. Following review of a plan, the Federal Reserve and
FDIC may jointly determine that a resolution plan is not credible or would not facilitate an orderly resolution under the U.S.
Bankruptcy Code. If the Company were to fail to adequately address deficiencies jointly identified by the Federal Reserve and
FDIC in a timely manner, it may be subject to more stringent capital, leverage, or liquidity requirements, or restrictions on
growth, activities, or operations. In July 2024, the Federal Reserve and FDIC extended the deadline for the next full resolution
submission from March 31, 2025 to October 1, 2025.
The Bank, as an insured depository institution, is required by FDIC regulation to submit its own resolution plan to the FDIC. In
June 2024, the FDIC issued a final rule amending the resolution plan submission requirements applicable to insured depository
institutions with $50 billion or more in total assets, including the Bank. Under the final rule, the Bank is required to submit to
the FDIC full resolution plans every three years and interim targeted information between full resolution plan submissions. In
addition, under the final rule, the Bank’s resolution plan submissions are subject to more detailed content requirements and a
new credibility standard for the FDIC’s evaluation of resolution plans, which is enforceable against the Bank.
In addition, the OCC has issued enforceable guidelines requiring banks with assets of $100 billion or more, including the Bank,
to develop recovery plans detailing the actions they would take to remain a going concern when they experience considerable
financial or non-financial risks but have not deteriorated to the point that resolution is imminent.
Long-Term Debt and Clean Holding Company Proposal
In September 2023, the Federal Banking Agencies proposed a rule that would require banking organizations with $100 billion
or more in total assets, including the Company, to comply with certain long-term debt requirements and so called “clean
holding company” requirements that are designed to improve the resolvability of covered organizations (“LTD Proposal”). If
adopted as proposed, the LTD Proposal would require the Company and the Bank to each maintain a minimum outstanding
eligible long-term debt amount of no less than the greatest of (i) 6% of total risk-weighted assets, (ii) 2.5% of total leverage
exposure and (iii) 3.5% of average total consolidated assets. To qualify as eligible long-term debt, a debt instrument would be
required to meet the requirements currently applicable under the rules that apply to U.S. G-SIBs, as well as certain additional
requirements. Additionally, the clean holding company requirements included in the LTD Proposal would limit or prohibit the
Company from entering into certain transactions that could impede its orderly resolution. It is uncertain when or if a final rule
will be adopted, and if so, whether and to what extent it will differ from the LTD Proposal. As a result, the timing and content
of any final rule, and the potential effects of any final rule on the Company and the Bank, remain uncertain.
Source of Strength
The Federal Reserve’s Regulation Y requires a BHC to serve as a source of financial and managerial strength to its subsidiary
banks (this is known as the “source of strength doctrine”). In addition, the Dodd-Frank Act requires a BHC to serve as a source
of financial strength to its subsidiary banks and further requires the Federal Banking Agencies to jointly adopt rules
implementing this requirement. The Federal Banking Agencies have yet to propose rules as required by the Dodd-Frank Act,
but they may do so in the future.
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 of the United States and based on the recommendation
of the Federal Reserve and other appropriate Federal Banking Agencies, determines that doing so is necessary, among other
criteria, to mitigate serious adverse effects on U.S. financial stability. Upon such a determination, the FDIC would be appointed
receiver and must liquidate a company in a way that mitigates significant risks to financial stability and minimizes moral
hazard. The costs of a liquidation of a 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.
13
Capital One Financial Corporation (COF)
FDIC Deposit Insurance Assessments
The Bank, as an insured depository institution, is a member of the Deposit Insurance Fund (“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.
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. On October 18, 2022, the FDIC finalized a rule that increases
the initial base deposit insurance assessment rate schedules by 2 basis points (“bps”) for all insured depository institutions to
improve the likelihood that the DIF reserve ratio reaches 1.35 percent by the statutory deadline of September 30, 2028. The rule
took effect in January 2023 and this increase was reflected in the Bank’s first quarterly assessment in 2023.
In November 2023, the FDIC finalized a rule to implement a special assessment to recover the loss to the DIF arising from the
protection of uninsured depositors in connection with the systemic risk determination announced in March 2023, following the
closures of Silicon Valley Bank and Signature Bank. In December 2023, the FDIC provided notification that it would be
collecting the special assessment at an annual rate of approximately 13.4 bps over eight quarterly collection periods, beginning
with the first quarter of 2024 with the first payment due on June 28, 2024. In June 2024, the FDIC provided notification that the
collection period will be extended an additional two quarters beyond the initial eight quarterly collection periods, at a lower
annual rate. The special assessment base is equal to an insured depository institution’s estimated uninsured deposits reported on
its Consolidated Reports of Condition and Income as of December 31, 2022 (“2022 Call Report”), adjusted to exclude the first
$5 billion of uninsured deposits. For additional information, see “Part II—Item 8. Financial Statements and Supplementary
Data—Note 19—Commitments, Contingencies, Guarantees and Others.”
Investment in the Company and the Bank
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 Bank 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, the Bank is a “bank” within the meaning of Chapter 7 of Title 6.2 of the Code of Virginia governing the
acquisition of interests in Virginia financial institutions (“Virginia Financial Institution Holding Company Act”). The Virginia
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.
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 Bank. Under the Federal Reserve Act and Federal Reserve regulations, the Bank and its
subsidiaries are subject to quantitative and qualitative limits on extensions of credit, purchases of assets and certain other
transactions involving non-bank affiliates. In addition, transactions between the Bank and its 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 Bank, 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.
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Capital One Financial Corporation (COF)
Regulation of Business Activities
The business activities of the Company and the Bank, as well as certain of the Company’s non-bank subsidiaries, are subject to
regulation and supervision under various other laws and regulations.
Regulation of Consumer Lending Activities
The activities of the Bank as a consumer lender are subject to regulation under various federal laws, including, for example, the
Truth in Lending Act (“TILA”), the Equal Credit Opportunity Act, the Fair Credit Reporting Act (“FCRA”), the CRA, the
Servicemembers Civil Relief Act and the Military Lending Act, as well as under various state laws. TILA, as amended, and
together with its implementing rule, Regulation Z, imposes a number of restrictions on credit card practices impacting rates and
fees, requires that a consumer’s ability to pay be taken into account before issuing credit or increasing credit limits, and imposes
revised disclosures required for open-end credit.
In March 2024, the CFPB issued a final rule amending Regulation Z that, if it goes into effect as currently issued, would
significantly lower the safe harbor amount for past due fees that large credit card issuers, including the Bank, can charge on
consumer credit card accounts. The final rule is currently stayed as a result of ongoing litigation. Moreover, in October 2024,
the CFPB issued a final rule that will require certain financial institutions, including the Company, to, among other things, share
certain data on certain consumer financial products and services upon request of the consumer. For more information on risks
related to these rules, see the risk factors set forth under “Item 1A. Risk Factors.”
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 Bank, to collect outstanding balances owed by borrowers.
Debit Card Interchange Fees and Transaction Processing
As an issuer of credit and debit cards, the Bank earns interchange fees, which are paid by merchants, when customers use its
cards. The Bank is subject to the Federal Reserve’s Regulation II, which limits the amount of interchange fees that can be
charged per debit card transaction for debit card issuers with over $10 billion in assets and places certain prohibitions on
payment routing restrictions and network exclusivity. The Federal Reserve has proposed, but not yet finalized, amendments to
Regulation II that would lower the cap on debit interchange fees and institute a process for automatically recalculating the debit
interchange fee cap every two years based upon a biennial survey of large debit card issuers.
Privacy, Data Protection and Data Security
We are, or may become, subject to a variety of continuously evolving and developing laws and regulations in the United States
at the federal, state and local level regarding privacy, data protection and data security, including those related to the collection,
storage, handling, use, disclosure, transfer, security and other processing of personal information. For example, at the federal
level, we are currently subject to the Gramm-Leach-Bliley Act (“GLBA”) and the FCRA, among other laws and regulations,
and may become subject to additional privacy, data protection and data security requirements as a result of future laws, rules or
regulations. This includes, for instance, the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”), which, once
rulemaking is complete, will require, among other things, certain companies to report significant cyber incidents to the
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 hours from the time
the company reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a
ransomware attack). Moreover, legislative updates have been proposed in the U.S. Congress for more comprehensive privacy,
data protection and data security legislation, to which we may be subject if passed. At the state level, California has enacted the
California Consumer Privacy Act (as amended by the California Privacy Rights Act, collectively, the “CCPA”) and continues
to issue regulations thereunder, and various other states also have enacted or are in the process of enacting state-level privacy,
data protection and/or data security laws and regulations, with which we may be required to comply. Additionally, the Federal
Banking Agencies, as well as related self-regulatory organizations, have issued guidance regarding cybersecurity that is
intended to enhance cyber risk management among financial institutions.
For more information on privacy, data protection and data security laws and regulations at the international level, please see
“Regulation by Authorities Outside the United States.”
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Capital One Financial Corporation (COF)
For further discussion of privacy, data protection and data security, and related risks for our business, see “Item 1A. Risk
Factors” under the headings “We face risks related to our operational, technological and organizational infrastructure,” “A
cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct business,
including an incident that results in the theft, loss, manipulation or misuse of information (including personal information), or
the disabling of systems and access to information critical to business operations, may result in increased costs, reductions in
revenue, reputational damage, legal exposure and business disruptions,” and “Our required compliance with applicable laws
and regulations related to privacy, data protection and data security, in addition to compliance with our own privacy policies
and contractual obligations to third parties, may increase our costs, reduce our revenue, increase our legal exposure and limit
our ability to pursue business opportunities.”
For further discussion of our cybersecurity risk management, see “Item 1C. Cybersecurity.”
Anti-Money Laundering, Combating the Financing of Terrorism and Economic Sanctions
The Bank Secrecy Act (“BSA”), as amended by the USA PATRIOT Act of 2001 (“Patriot Act”), and its implementing
regulations require financial institutions to, among other things, implement a risk-based compliance program reasonably
designed to prevent money laundering and to combat the financing of terrorism, including through suspicious activity and
currency transaction reporting, the implementation of policies, procedures, and internal controls, record-keeping and customer
due diligence.
The Patriot Act provides enhanced information collection tools and enforcement mechanisms to the U.S. government and
expanded certain requirements for financial institutions, 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 as part of the National Defense Authorization Act, requires the
U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) to issue a number of rules that will update
and expand the BSA’s regulatory requirements. For example, the AML Act requires FinCEN to issue National Anti-Money
Laundering and Countering the Financing of Terrorism Priorities (the “National Priorities”), which the agency did in June 2021,
and to conduct studies and issue regulations that may alter some of the due diligence, record-keeping and reporting
requirements that the BSA and Patriot Act impose on banks. FinCEN has yet to issue a final rule that establishes the compliance
obligations of financial institutions with respect to the National Priorities, and several other mandatory rule makings under the
AML Act remain outstanding. The AML Act also promotes increased information-sharing and use of technology and increases
penalties for violations of the BSA and includes whistleblower incentives, both of which could increase the prospect of
regulatory enforcement.
We are also required to comply with sanctions laws and regulations administered and imposed by the United States
government, including the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) and the Department of
State, as well as comparable sanctions programs imposed by foreign governments and multilateral bodies. Sanctions can be
either comprehensive or selective and use the blocking of assets and trade restrictions to accomplish foreign policy and national
security goals.
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 requires the registration of certain market participants as
swap dealers or security-based swap dealers. The Bank is registered with the Commodity Futures Trading Commission
(“CFTC”) as a swap dealer. Registration as a swap dealer subjects the Bank to additional regulatory requirements with respect
to its swaps and other derivatives activities. As a result of the Bank’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 registered swap dealer, the Bank 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. The Bank’s swaps and other derivatives activities do not require it to
register with the SEC as a security-based swap dealer.
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Capital One Financial Corporation (COF)
Broker-Dealer Activities
Certain of our non-bank subsidiaries are subject to regulation and supervision by various federal and state authorities. Capital
One Securities, Inc., KippsDeSanto & Company and TripleTree, LLC are registered broker-dealers regulated by the SEC and
the Financial Industry Regulatory Authority (“FINRA”). These broker-dealer subsidiaries are subject to, among other things,
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 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 and private 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.
Climate-related Developments
Climate change and the risks it may pose to financial institutions is an area of increased focus by the federal and state legislative
bodies and regulators, including the Federal Banking Agencies. In the future, new regulations or guidance may be issued, or
other regulatory or supervisory actions may be taken, in this area by the Federal Banking Agencies or other regulatory agencies,
or new statutory requirements may be adopted. For example, the Federal Banking Agencies have issued principles for climate-
related financial risk management, which are designed to support the identification and management of climate-related financial
risks at regulated institutions with more than $100 billion in total consolidated assets. For more information, please see “Item
1A. Risk Factors” under the heading “Climate change manifesting as physical or transition risks could adversely affect our
businesses, operations and customers and result in increased costs.”
Regulation by Authorities Outside the United States
The Bank is subject to laws and regulations in foreign jurisdictions where it operates, primarily in the U.K. and Canada. In the
U.K., the Bank operates through COEP, an authorized payment institution regulated by the Financial Conduct Authority
(“FCA”). COEP’s parent, Capital One Global Corporation, is wholly owned by the Bank and is subject to regulation by the
Federal Reserve as an “agreement corporation” under the Federal Reserve’s Regulation K. COEP does not take deposits. In
Canada, the Bank operates as an authorized foreign bank and is permitted to conduct its credit card business in Canada through
its Canadian branch, Capital One Bank (Canada Branch) (“Capital One Canada”). Capital One Canada does not take deposits.
The primary regulators of Capital One Canada are the Office of the Superintendent of Financial Institutions (“OSFI”) and the
Financial Consumer Agency of Canada (“FCAC”).
The foreign legal and regulatory requirements to which the Company’s non-U.S. operation are subject include, among others,
those related to consumer protection, business practices and limits on interchange fees. For more information on foreign
regulatory activity concerning interchange fees, please see “Item 1A. Risk Factors” under the heading “Our business, financial
condition and results of operations may be adversely affected by legislation, regulation and merchants’ efforts to reduce the
interchange fees charged by credit and debit card networks to facilitate card transactions.”
We also are, or may become, subject to continuously evolving and developing laws and regulations in other jurisdictions
regarding privacy, data protection and data security. For example, in Canada we are subject to the Personal Information
Protection and Electronic Documents Act (“PIPEDA”) as well as the provincial privacy laws, and may become subject to
additional privacy, data protection and data security laws and regulations in Canada, including those which may differ from
PIPEDA and the provincial privacy laws, if passed. We also are subject to the U.K. General Data Protection Regulation (“U.K.
GDPR”). In addition, subject to limited exceptions, the European Union (“EU”) General Data Protection Regulation (“EU
GDPR”) applies EU data protection laws to certain companies processing personal data of individuals in the European
Economic Area, regardless of the company’s location. These laws and regulations, and similar laws and regulations in other
jurisdictions, impose strict requirements regarding the collection, storage, handling, use, disclosure, transfer, security and other
processing of personal information, which may have adverse consequences, including significant compliance costs and severe
monetary penalties for non-compliance. Significant uncertainty exists as privacy, data protection, and data security laws and
regulations may be interpreted and applied differently from country to country and may create inconsistent or conflicting
requirements. For more information on privacy, data protection and data security requirements, please see “Privacy, Data
Protection and Data Security.”
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Capital One Financial Corporation (COF)
HUMAN CAPITAL RESOURCES
Our human capital practices are designed to develop a collaborative work environment while rewarding employees based on the
merit of their work. We prioritize employee recruitment, development, recognition and retention. As of December 31, 2024,
Capital One had approximately 52,600 employees worldwide, 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 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.
Hiring, Developing, and Retaining
We employ a comprehensive people strategy that includes significant investments in recruiting and associate development in
order to attract and retain top talent from all backgrounds. We recruit through a variety of channels, including professional
partnerships, job fairs, online platforms, on-campus recruiting and diversity-related recruiting events and initiatives, among
others. Investment in associate training and professional development is important 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 allows 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. 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.
At Capital One, we also value the diversity of our talent, and our employee programs are intended to support a culture of
belonging. Our DIB strategy is developed and executed in close collaboration with leaders and teams across the organization.
These efforts are overseen by the Chief Diversity & Inclusion Officer, and members of the Executive Committee sponsor
Capital One’s Business Resource Groups, associate-led organizations that are open to everyone and enrich our culture of
belonging and deepen our understanding of diversity across our associates.
Our corporate website contains additional information regarding employee programs and workforce composition, such as that
reported to the U.S. Equal Employment Opportunity Commission on the mandatory EEO-1 report.
Compensation and Wellness
We appreciate the importance of a competitive total compensation package to attract and retain great talent. Our benefits,
including competitive parental leave, on-site health centers, company contributions to associates’ 401(k) plans, educational
assistance and other health, wellness, and financial benefits are designed to support our associates’ wellbeing inside and outside
of the workplace. Furthermore, pay equity is an important element of our pay philosophy. We evaluate base pay and incentive
pay for all of our associates globally, at least annually. We review groups of associates in similar roles, adjusting for factors that
appropriately explain differences in pay such as job location and experience.
Communication and Connection
We communicate with our associates regularly to better understand their perspectives. 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 various areas of associate concern. We encourage full participation and use the results to effect change
and promote transparency.
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Capital One Financial Corporation (COF)
TECHNOLOGY AND INTELLECTUAL PROPERTY
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 frequently consider our capabilities and develop or acquire
systems, processes and competencies to meet our unique business requirements.
As part of our frequent consideration of our technologies, we may either develop such capabilities internally or rely on third-
party service providers who have the ability to deliver technology that is of higher quality, lower cost, or both. We continue to
rely on third-party service providers 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 and Fidelity Information
Services (“FIS”) for certain of our banking systems.
We are committed to implementing safeguards designed to protect our customers’ information, as well as our own information
and technology. For additional information on our risks associated with cybersecurity and our use of technology systems and
our management of these risks, please see “Item 1A. Risk Factors” under the headings “A cyber-attack or other security
incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results
in the theft, loss, manipulation or misuse of information (including personal information), or the disabling of systems and
access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage,
legal exposure and business disruptions” and “We face risks related to our operational, technological and organizational
infrastructure” and “Item 1C. Cybersecurity.”
Intellectual Property and Other Proprietary Information
As part of our overall and ongoing strategy to protect and enhance our intellectual property rights, 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 and confidential
information. Any patents we may obtain may increase our competitive advantage, protect our investments in commercializing
our technology, preserve our freedom to operate, and allow us to enter into licensing (e.g., cross-licenses) or other arrangements
with third parties. For a discussion of risks associated with intellectual property, see “Item 1A. Risk Factors” under the heading
“If we are not able to protect our intellectual property rights, or we violate third-party intellectual property rights, our revenue
and profitability could be negatively affected.”
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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, assets, liabilities,
capital and liquidity 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,” “think,” “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
“Item 1A. Risk Factors.” You should carefully consider the factors discussed below, and in our Risk Factors or other
disclosures, 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:
•
risks relating to the pending Transaction, including the risk that the cost savings and any revenue synergies and other
anticipated benefits from the Transaction may not be fully realized or may take longer than anticipated to be realized;
disruption to our business and to Discover’s business as a result of the announcement and pendency of the Transaction;
the risk that the integration of Discover’s business and operations into ours, including into our compliance
management program, will be materially delayed or will be more costly or difficult than expected, or that we are
otherwise unable to successfully integrate Discover’s business into ours, including as a result of unexpected factors or
events; the possibility that the requisite regulatory approvals are not received or other conditions to the closing are not
satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that
requisite regulatory approvals may result in the imposition of conditions that could adversely affect us or the expected
benefits of the Transaction following the closing of the Transaction); reputational risk and the reaction of customers,
suppliers, employees or other business partners of ours or of Discover to the Transaction; the failure of the closing
conditions in the Merger Agreement to be satisfied, or any unexpected delay in completing the Transaction or the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement; the dilution caused by our issuance of additional shares of our common stock in connection with the
Transaction; the possibility that the Transaction may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; risks related to management and oversight of our expanded business and
operations following the Transaction due to the increased size and complexity of our business; the possibility of
increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the
Transaction or the size, scope and complexity of our business operations following the Transaction; the outcome of
any legal or regulatory proceedings that may be currently pending or later instituted against us (before or after the
Transaction) or against Discover; the risk that expectations regarding the timing, completion and accounting and tax
treatments of the Transaction are not met; the risk that any announcements relating to the Transaction could have
adverse effects on the market price of our common stock; certain restrictions during the pendency of the Transaction;
the diversion of management’s attention from ongoing business operations and opportunities; the risk that revenues
following the Transaction may be lower than expected and/or the risk that certain expenses, such as the provision for
credit losses, of Discover or the surviving entity may be greater than expected; our and Discover’s success in executing
their respective business plans and strategies and managing the risks involved in the foregoing; effects of the
announcement, pendency or completion of the Transaction on our or Discover’s ability to retain customers and retain
and hire key personnel and maintain relationships with our and Discover’s suppliers and other business partners, and
on our and Discover’s operating results and businesses generally; and other factors that may affect our future results or
the future results of Discover;
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Capital One Financial Corporation (COF)
•
changes and instability in the macroeconomic environment, resulting from factors that include, but are not limited to
monetary and fiscal policy actions, geopolitical conflicts or instability, such as the war between Ukraine and Russia
and the conflict in the Middle East, labor shortages, government shutdowns, inflation and deflation, potential
recessions, technology-driven disruption of certain industries, lower demand for credit, changes in deposit practices
and payment patterns;
•
increases in credit losses and delinquencies and the impact of incorrectly estimated expected losses, which could
result in inadequate reserves;
•
compliance with new and existing domestic and foreign laws, regulations and regulatory expectations, which may
change over time including as a result of the political and policy goals of elected officials;
•
limitations on our ability to receive dividends from our subsidiaries;
•
our ability to maintain adequate capital or liquidity levels or to comply with revised capital or liquidity requirements,
which could have a negative impact on our financial results and our ability to return capital to our stockholders;
•
the use, reliability, and accuracy of the models, artificial intelligence, and data on which we rely;
•
our ability to manage fraudulent activity risks;
•
increased costs, reductions in revenue, reputational damage, legal exposure and business disruptions that can result
from a cyber-attack or other security incident on us or third parties (including their supply chains) with which we
conduct business, including an incident that results in the theft, loss, manipulation or misuse of information, or the
disabling of systems and access to information critical to business operations;
•
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 initiatives and operational plans;
•
our response to competitive pressures;
•
legislation, regulation and merchants’ efforts to reduce the interchange fees charged by credit and debit card networks
to facilitate card transactions, 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;
•
our ability to develop, operate, and adapt our 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, us or the financial services industry with respect to practices,
products, services or financial condition;
•
fluctuations in interest rates;
•
our ability to maintain adequate sources of funding and liquidity to operate our business;
•
our ability to attract, develop, retain and motivate key senior leaders and skilled employees;
•
climate change manifesting as physical or transition risks;
•
our assumptions or estimates in our financial statements;
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Capital One Financial Corporation (COF)
•
the soundness of other financial institutions and other third parties, actual or perceived;
•
our ability to invest successfully in and introduce digital and other technological developments across all our
businesses;
•
a downgrade in our credit ratings;
•
our ability to manage risks from catastrophic events;
•
compliance with applicable laws and regulations related to privacy, data protection and data security, in addition to
compliance with our own privacy policies and contractual obligations to third parties;
•
our ability to protect our intellectual property rights; and
•
other risk factors identified from time to time in our public disclosures, including in the reports that we file with the
SEC.
Item 1A. Risk Factors
The following discussion sets forth what management currently believes could be the material risks and uncertainties that could
impact our businesses, results of operations and financial condition. The 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
The following is a summary of the Risk Factors disclosure in this Item 1A. 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 securities.
•
The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory
approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which
may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated
benefits from the Transaction or cause the parties to abandon the Transaction.
•
We expect to incur substantial expenses related to the Transaction and to the integration of Discover, and the expenses
may be greater than anticipated due to unexpected events.
•
We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than
expected due to factors that may be outside our control or Discover’s control. We may also encounter significant
difficulties in integrating Discover.
•
Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.
•
While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely
affect our business and operations.
•
Changes and instability in the macroeconomic environment could disrupt capital markets, reduce consumer and business
activity, and weaken the labor market, all of which could impact borrowers’ ability to service their debt obligations and
adversely impact our financial results.
•
Fluctuations in interest rates could adversely affect our business, results of operations and financial condition.
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Capital One Financial Corporation (COF)
•
We may not be able to maintain adequate sources of funding and liquidity to operate our business.
•
We may experience increases in delinquencies and credit losses, or we may incorrectly estimate expected losses, which
could result in inadequate reserves.
•
We may not be able to maintain adequate capital or liquidity levels or may become subject to revised capital or liquidity
requirements, which could have a negative impact on our financial results and our ability to return capital to our
stockholders.
•
Limitations on our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay
dividends and repurchase our common stock.
•
A downgrade in our credit ratings could significantly impact our liquidity, funding costs and access to the capital
markets.
•
We face risks related to our operational, technological and organizational infrastructure.
•
A cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct
business, including an incident that results in the theft, loss, manipulation or misuse of information (including personal
information), or the disabling of systems and access to information critical to business operations, may result in increased
costs, reductions in revenue, reputational damage, legal exposure and business disruptions.
•
We face risks resulting from the extensive use of models and data, as well as from our evolving use of AI.
•
Fraudulent activity associated with our products could cause our fraud losses to increase, the use of our products to
decrease and our brands to suffer reputational damage, all of which could have a material adverse effect on our business.
•
Compliance with new and existing domestic and foreign laws, regulations and regulatory expectations is costly and
complex, and any significant changes may adversely affect our business.
•
Our required compliance with applicable laws and regulations related to privacy, data protection and data security, in
addition to compliance with our own privacy policies and contractual obligations to third parties, may increase our costs,
reduce our revenue, increase our legal exposure and limit our ability to pursue business opportunities.
•
Our businesses are subject to the risk of increased litigation, government investigations and regulatory enforcement.
•
We face intense competition in all of our markets, which could have a material adverse effect on our business and results
of operations.
•
Our business, financial condition and results of operations may be adversely affected by legislation, regulation and
merchants’ efforts to reduce the interchange fees charged by credit and debit card networks to facilitate card transactions.
•
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 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 rights, or we violate third-party intellectual property rights, 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.
•
Our business could be negatively affected if we are unable to attract, develop, retain and motivate key senior leaders and
skilled employees.
•
We face risks from catastrophic events.
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Capital One Financial Corporation (COF)
•
Climate change manifesting as physical or transition risks could adversely affect our businesses, operations and
customers and result in increased costs.
•
We face risks from the use of or changes to assumptions or estimates in our financial statements.
•
The soundness of other financial institutions and other third parties, actual or perceived, could adversely affect us.
Risks Relating to the Acquisition of Discover
We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Transaction. For
additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors”
included in our joint proxy statement/prospectus included in the registration statement declared effective by the SEC on January
6, 2025.
The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including regulatory
approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may
delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated
benefits from the Transaction or cause the parties to abandon the Transaction.
Consummation of the Transaction is contingent upon the satisfaction of a number of conditions, some of which are beyond
either party's control, including, the receipt of the requisite regulatory approvals and the absence of any order, injunction, decree
or other legal restraint preventing the completion of the Transaction.
Each party’s obligation to complete the Transaction is also subject to certain additional customary conditions, including:
•
subject to certain exceptions, the accuracy of the representations and warranties of the other party;
•
performance in all material respects by the other party of its obligations under the Merger Agreement; and
•
receipt by such party of an opinion from its counsel to the effect that the Merger and the Second Step Merger, taken
together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
as amended.
These conditions to the closing of the Transaction may not be fulfilled in a timely manner, or at all, and, accordingly, the
Transaction may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time,
or either party may elect to terminate the Merger Agreement in certain other circumstances.
As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations, obligations
or costs or place restrictions on our conduct after the closing of the Transaction. Such conditions or changes and the process of
obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Transaction or of
imposing additional costs or limitations on us following the Transaction, any of which may have an adverse effect on us.
Either party may also be subject to lawsuits challenging the Transaction, and adverse rulings in these lawsuits may delay or
prevent the Transaction from being completed or require either party to incur significant costs to defend or settle these lawsuits.
Any delay in completing the Transaction could cause us not to realize, or to be delayed in realizing, some or all of the benefits
that we expect to achieve if the Transaction is successfully completed within its expected time frame.
We expect to incur substantial expenses related to the Transaction and to the integration of Discover, and the expenses may
be greater than anticipated due to unexpected events.
We have incurred and expect to incur a number of significant non-recurring costs associated with the Transaction and the
integration of Discover. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/
employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs
and other related costs. In addition, we will incur integration costs following the completion of the Transaction as we integrate
Discover’s business with ours, including facilities and systems consolidation costs and employment-related costs. There are a
large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including
purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk
management, lines of business, pricing and benefits.
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Capital One Financial Corporation (COF)
While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect
the total amount or the timing of these expenses. Moreover, many of the expenses that we will incur are, by their nature,
difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to
achieve from the elimination of duplicative expenses and the realization of economies of scale. These expenses may result in us
recording increased expenses as a result of the Transaction or the integration of Discover, and the amount and timing of such
charges are uncertain at the present and could exceed initial estimates.
We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than
expected due to factors that may be outside our control or Discover’s control. We may also encounter significant difficulties
in integrating Discover.
We may fail to realize the anticipated benefits of the proposed Transaction, including, among other things, anticipated revenue
and cost synergies, due to factors that may be outside either party’s control. These factors include, but are not limited to,
changes in laws or regulations or the implementation or interpretation of laws or regulation due to changes in government or
general economic, political, legislative or regulatory conditions. For example, debit card transactions on three-party networks—
comprising the cardholder, merchant and network provider—could become subject to the Federal Reserve’s Regulation II
limitation on interchange fees or its prohibition on network exclusivity, and other changes in laws or regulation could impose
additional limitations on the fees issuers or networks can charge on debit or credit card transactions or require merchants to be
provided an alternative network for transaction routing, any of which may have an adverse effect on our business. Other factors
that may impact our ability to achieve the anticipated benefits of the proposed Transaction include the outcome of any legal or
regulatory proceedings that may be currently pending or later instituted against us (before or after completion of the
Transaction) or against Discover, including those related to Discover’s card product misclassification issue. As a result of the
Transaction, we will be the legal successor to Discover and as a result we will assume the risks relating to actions that may be
currently pending or later instituted against Discover, as well as any ongoing expense in defending and resolving these actions,
and may be subject to reputational and other risks associated with Discover’s actions.
Both parties have operated and, until the completion of the Transaction, will continue to operate, independently. The success of
the Transaction, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate
Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer
relationships or materially decrease revenues due to loss of customers, as well as our ability to successfully integrate Discover
into our Framework, compliance systems and corporate culture, which we believe will require extensive investment, including
to enhance the risk management function at Discover consistent with our risk management standards and those of regulators, as
well as to address remediation obligations under existing and possible future regulatory orders. The costs of these investments
may be greater than anticipated and the benefits thereof may take longer than expected to realize. The process of integrating
operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or
more of our businesses following the completion of the Transaction. Inconsistencies in standards, controls, procedures and
policies between us and Discover could adversely affect us following the completion of the Transaction. The diversion of
management’s attention and any delays or difficulties encountered in connection with the Transaction and the integration of
Discover’s operations could have an adverse effect on our business, financial condition, operating results and prospects.
An inability to realize the full extent of the anticipated benefits of Transaction, as well as any delays encountered in the
integration process, could have an adverse effect on our revenues, levels of expenses and operating results following the
completion of the Transaction.
Our future results may suffer if we do not effectively manage our expanded operations following the Transaction.
Following the Transaction, the size and scope of our business will increase significantly beyond our current size and scope. Our
future success depends, in part, upon the ability to manage our expanded businesses, which will pose substantial challenges for
management, including challenges related to the management and monitoring of new operations and associated increased costs
and complexity. There can be no assurances we will be successful or that we will realize the expected operating efficiencies,
cost savings and other benefits currently anticipated from the Transaction.
In addition, following the Transaction, we may be subject to increased scrutiny by, and/or additional regulatory requirements
of, governmental authorities as a result of the Transaction or the size, scope and complexity of our business operations, which
may have an adverse effect on our business, operations or stock price.
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Capital One Financial Corporation (COF)
While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could
adversely affect our business and operations.
Uncertainty about the effect of the Transaction on employees, customers, suppliers and other persons with whom we or
Discover have a business relationship may have an adverse effect on our business, operations and stock price. Existing
customers, suppliers and other business partners of ours and of Discover could decide to no longer do business with us or with
Discover before the completion of the Transaction or with us after the Transaction is completed, reducing its anticipated
benefits. Both parties are also subject to certain restrictions on the conduct of our respective businesses while the Transaction is
pending. As a result, certain projects may be delayed or abandoned and business decisions could be deferred. Employee
retention may be challenging for Discover before completion of the Transaction, as certain employees of Discover may
experience uncertainty about their future roles with us following the Transaction, and these retention challenges will require us
to incur additional expenses in order to retain key employees of Discover. If key employees of Discover depart because of
issues relating to the uncertainty and difficulty of integration or a desire not to remain with Discover or with us following the
Transaction, the benefits of the Transaction could be materially diminished.
General Economic and Market Risks
Changes and instability in the macroeconomic environment could disrupt capital markets, reduce consumer and business
activity, and weaken the labor market, all of which could impact borrowers’ ability to service their debt obligations and
adversely impact our financial results.
Changes or instability in the macroeconomic environment may impact payment patterns, consumer spending, and credit losses.
Because we offer a broad array of financial products and services to consumers, small businesses and commercial clients, our
financial results are impacted by the level of consumer and business activity and the demand for our products and services. A
prolonged period of economic weakness, volatility, slow growth, or a significant deterioration in economic conditions, in the
countries in which we operate, could have a material adverse effect on our financial condition and results of operations as
customers or commercial clients default on their loans, maintain lower deposit levels or, in the case of credit card accounts,
carry lower balances and reduce credit card purchase activity.
Some of the factors that could disrupt capital markets, reduce consumer and business activity, and weaken the labor market
include the following:
•
Monetary policy actions, such as changes to interest rates, taken by the Federal Reserve and other central banks, such
as the central banks in the United Kingdom and Canada, and a growing fiscal deficit and increase in the U.S. debt to
gross domestic product ratio;
•
Fiscal policy actions, such as changes to applicable tax codes;
•
Geopolitical conflicts or instabilities, such as the war between Ukraine and Russia and the conflict in the Middle East,
and increased geopolitical tensions between the U.S. and China;
•
Trade wars, tariffs, labor shortages and disruptions of global supply chains;
•
The effects of stalemates in the U.S. government, including government shutdowns whether recurring, prolonged or
otherwise, developments related to the U.S. federal debt ceiling, default by the U.S. government on its debt
obligations, or related credit-rating downgrades;
•
Inflation and deflation, including the effects of related governmental responses;
•
Concerns over a potential recession, which may lead to adjustments in spending patterns;
•
Technology-driven disruption of certain industries, such as those due to advances in AI, robotics and cryptocurrency;
•
Lower demand for credit and shifts in consumer behavior, including shifts away from using credit cards, changes in
deposit practices, and changes in payment patterns; and
26
Capital One Financial Corporation (COF)
•
Changes in usage of commercial real estate, which may have a sustained negative impact on utilization rates and
values.
Decreases in overall business activity and changes in customer behavior may lead to increases in our charge-off rate caused by
bankruptcies and may reduce our ability to recover debt that we have previously charged-off. Such changes may also decrease
the reliability of our internal processes and models, including those we use to estimate our allowance for credit losses,
particularly if unexpected variations in key inputs and assumptions cause actual losses to diverge from the projections of our
models and our estimates become increasingly subject to management’s judgment. See “We face risks resulting from the
extensive use of models and data, as well as our evolving use of AI.”
Fluctuations in interest rates could adversely affect our business, results of operations and financial condition.
Like other financial institutions, our business is sensitive to interest rate movements. Changes in interest rates could adversely
affect the results of our operations and financial condition. For example, higher interest rates may increase our borrowing costs
and may require us to increase the interest we pay on funds deposited with us and may reduce the market value of our securities
holdings. If interest rates increase or if higher interest rates persist for an extended period of time, our expenses may increase
further. On the other hand, lower interest rates could also adversely affect our business, results of operations and financial
condition. If the rate of economic growth decreased sharply, causing the Federal Reserve to lower interest rates, our net income
could be adversely affected. While higher interest rates generally enhance our ability to grow our net interest income, there are
potential risks associated with operating in a higher interest rate environment. For example, some customers have been and may
continue to be less willing or able overall to borrow at higher interest rates. Higher interest rates also have hindered and may
continue to hinder the ability of some borrowers to support required loan payments.
Additionally, interest rate fluctuations and competitor responses to those changes may have a material adverse effect on our
financial condition and results of operations, as customers or commercial clients default on their loans, maintain lower deposit
levels or, in the case of credit card accounts, reduce demand for credit or (for existing customers) the level of borrowing or
purchase activity. 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 or fluctuating
delinquencies or charge-offs and negatively impact our results of operations. These changes could reduce the overall yield on
our interest-earning asset portfolio.
We assess our interest rate risk by estimating the effect on our net interest income and earnings, economic value and capital
under various interest rate scenarios of different direction and magnitude. We take risk mitigation actions based on those
assessments. For example, the Company employs various hedging strategies to mitigate the interest rate, foreign exchange, and
market risks inherent in many of our assets and liabilities. The Company’s hedging strategies rely considerably on assumptions
and projections regarding our assets and liabilities as well as general market factors. If any of these assumptions or projections
prove to be incorrect or our hedges do not adequately mitigate the impact of changes in interest rates, foreign exchange rates,
and other market factors, the Company may experience volatility in our earnings that could adversely affect our profitability
and financial condition. We 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.
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. See
“Part II—Item 7. MD&A—Market Risk Profile” and “We face intense competition in all of our markets, which could have a
material adverse effect on our business and results of operation” for additional information.
We may not be able to maintain adequate sources of funding and liquidity to operate our business.
We may not be able to maintain adequate sources of funding and liquidity to fund our operations, grow our business, pay our
outstanding liabilities and meet regulatory expectations. 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 factors outside of our control, including
disruptions, uncertainty or volatility in the capital markets. Additionally, increased charge-offs, rising interest rates, increased
refinancing activity and other events may cause our securitization transactions to amortize earlier than scheduled or reduce the
value of the securities that we hold for liquidity purposes, which could accelerate our need for additional funding from other
sources. 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.
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Capital One Financial Corporation (COF)
In addition, our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could
be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could
detrimentally impact our access to liquidity sources include increases in funding costs, downturns in the geographic markets in
which our loans and operations are concentrated, difficulties in credit markets or unforeseen outflows of cash or collateral,
including as a result of unusual effects in the market.
Our ability to fund our business and our liquidity position also depend on our ability to attract or maintain deposits. 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. Although we have historically been able to meet the
liquidity needs of customers as necessary, the ability to do so is not assured, especially if a large number of our depositors seek
to withdraw their accounts or if our customers seek significant draws on their credit lines, regardless of the reason. A failure to
maintain adequate liquidity could materially and adversely affect our business, results of operations and financial condition.
Credit Risk
We may experience increases in delinquencies and credit losses, or we may incorrectly estimate expected losses, which could
result in 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 decreases in the income of the borrower or increases in their payment obligations to other
lenders, whether as a result of a job loss, higher debt levels or rising cost of servicing debt, inflation outpacing wage growth, or
by restricted availability of credit generally. 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 credit losses or leading indicators of rising credit 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 would decrease our profitability if we are unable to raise revenue or reduce
costs to compensate for higher credit losses, whether actual or expected. In particular, we face the following risks in this area:
•
Missed Payments: Our customers may fail to make required payments on time and may default or become delinquent.
Loan charge-offs (including from bankruptcies) are generally preceded by missed payments or other indications of
worsening financial conditions for our customers. Historically, customers are more likely to miss payments during an
economic downturn, recession, periods of high unemployment, or prolonged periods of slow economic growth.
Customers might also be more likely to miss payments if the payment burdens on their existing debt grow due to
higher interest rates, or if inflation outpaces wage growth. Additionally, the CFPB has, among other things, issued a
final rule amending Regulation Z that, if it goes into effect as currently issued, would significantly lower the safe
harbor amount for past due fees that a large credit card issuer, such as the Bank, can charge on consumer credit card
accounts, which could result in changes in consumer repayment patterns.
•
Incorrect Estimates of Expected Credit Losses: The credit quality of our loan portfolios 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 credit losses and fail to
hold an allowance for credit losses sufficient to account for these credit losses. Incorrect assumptions could lead to
material underestimations of expected credit losses and an inadequate allowance for credit losses. See “We face risks
resulting from the extensive use of models and data, as well as our evolving use of AI.”
•
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
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Capital One Financial Corporation (COF)
originate both prime and subprime credit card accounts and auto loans, we may experience higher delinquencies and a
greater number of accounts charging off, as well as greater fluctuations in those metrics, compared to other large bank
peers, which could result in increased credit losses, operating costs and regulatory scrutiny. 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 loan portfolios.
•
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. We measure our allowance for credit losses under the CECL standard, which is based on management’s
best estimate of expected lifetime credit losses. The impact of measuring our allowance for credit losses on our results
will depend on the characteristics of our financial instruments, economic conditions, and our economic and loss
forecasts. The application of the CECL standard may require us to increase reserves faster and to a higher level in an
economic downturn, resulting in greater adverse impact to our results and our capital ratios than we would have
experienced in similar circumstances prior to the adoption of CECL. Due to our business mix and the impact of credit
losses on our income statement as compared to many of our large bank peers, we could be disproportionately affected
by use of the CECL standard.
•
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. For example, high vacancy rates in commercial properties may affect the value of commercial real estate,
including by causing the value of properties securing commercial real estate loans to be less than the amounts owed on
such loans. In our auto business, business and economic conditions that negatively affect household incomes and
savings, housing prices and consumer behavior, as well as technological advances that make older cars obsolete faster,
could decrease (i) the demand for new and/or 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
38.1% of our commercial real estate loan portfolio is concentrated in the Northeast region. The regional economic
conditions in the Northeast affect the demand for our commercial products and services as well as the ability of our
customers to repay their commercial real estate 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 or natural disaster that
disproportionately affects the Northeast region could have a material adverse effect on the performance of our
commercial real estate loan portfolio and our results of operations. 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.
Capital and Liquidity Risk
We may not be able to maintain adequate capital or liquidity levels or may become subject to revised capital or liquidity
requirements, which could have a negative impact on our financial results and our ability to return capital to our
stockholders.
Financial institutions are subject to extensive and complex capital and liquidity requirements, which are subject to change.
These requirements affect our ability to lend, grow deposit balances, make acquisitions and distribute capital. 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 restrictions and/or remedial actions imposed by our
regulators. These include limitations on the ability to pay dividends or repurchase shares and the issuance of a capital directive
to increase capital. Such limitations or capital directive could have a material adverse effect on our business and results of
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Capital One Financial Corporation (COF)
operations. For example, changes to applicable capital, liquidity, or other regulations, such as the changes proposed in the Basel
III Finalization Proposal and the LTD Proposal, could result in increased regulatory capital requirements, operating expenses or
cost of funding, which could negatively affect our financial results or our ability to distribute capital.
We consider various factors in the management of capital, including the impact of both internal and supervisory stress scenarios
on our capital levels as determined by our internal modeling and the Federal Reserve’s estimation of losses in supervisory stress
scenarios that are used to annually set our stress capital buffer requirement. There can be significant differences between our
modeling and the Federal Reserve’s projections for a given supervisory stress scenario and between the capital needs suggested
by our internal stress scenarios and the supervisory stress scenarios. Therefore, although our estimated capital levels under
stress disclosed as part of the stress testing processes may suggest that we have a particular 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 reflect a lower capacity to return capital to stockholders
than that indicated by the projections released in the stress testing processes. This, in turn, could lead to restrictions on our
ability to pay dividends and engage in repurchases of our common stock. See “Item 1. Business—Supervision and Regulation”
for additional information.
We also consider various factors in the management of liquidity, including maintaining sufficient liquid assets to meet the
requirements of several internal and regulatory stress tests. Regulatory liquidity stress testing, regulatory liquidity requirements,
and internal stress tests may, therefore, require us to take actions to increase our liquid assets or alter our activities or funding
sources, which could negatively affect our financial results or our ability to return capital to our stockholders. See “Item 1.
Business—Supervision and Regulation” for additional information.
Limitations on our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends
and repurchase our common stock.
We are a separate and distinct legal entity from our subsidiaries, including, without limitation, the Bank and our broker-dealer
subsidiaries. Dividends to us from these direct and indirect subsidiaries have represented a major source of funds for us to pay
dividends on our common and preferred stock, repurchase our common stock, make payments on corporate debt securities and
meet other obligations. These capital distributions may be limited by law, regulation or supervisory policy. There are various
federal law limitations on the extent to which the Bank can finance or otherwise supply funds to us through dividends and
loans. These limitations include minimum regulatory capital and capital buffer requirements, federal banking law requirements
concerning the payment of dividends out of net profits or surplus, and Sections 23A and 23B of the Federal Reserve Act and
Regulation W governing transactions between an insured depository institution and its affiliates, as well as general federal
regulatory oversight to prevent unsafe or unsound practices. Our broker-dealer subsidiaries are also subject to laws and
regulations, including net capital requirements, that may limit their ability to pay dividends or make other distributions to us. 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, our financial position or the perception of our
financial health. The frequency and size of any future dividends to our stockholders and our stock repurchases will depend upon
regulatory limitations imposed by our regulators and our results of operations, financial condition, capital levels, cash
requirements, future prospects, regulatory review and other factors as further described in “Item 1. Business—Supervision and
Regulation.”
A downgrade in our credit ratings could significantly impact our liquidity, funding costs and access to the capital markets.
Our credit ratings are based on a number of factors, including financial strength, as well as factors not within our control,
including conditions affecting the financial services industry generally, the macroeconomic environment and changes made by
rating agencies to their methodologies or ratings criteria. Our ratings could be downgraded at any time and without any notice
by any of the rating agencies, which could, among other things, adversely affect our ability to borrow funds, increase our
funding cost, increase our cost of capital, limit the number of investors or counterparties willing to do business with or lend to
us, adversely limit our ability to access the capital markets and result in additional collateral requirements under certain of our
existing agreements, all of which could have a negative impact on our results of operations.
Operational Risk
We face risks related to our operational, technological and organizational infrastructure.
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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, cloud-based services, data and software development
are deeply embedded into our business model and how we work.
Similar to other large corporations in our industry, 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, malicious
disruption and fraud by employees or persons outside of our company, whether through attacks on Capital One directly, or on
our third-party service providers or customers. In addition, the increasing use of near real-time money movement solutions,
among other risks, increases the complexity of preventing, detecting and recovering fraudulent transactions. We are also heavily
dependent on the security, capability, integrity and continuous availability of the technology systems and networks 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. Despite our implementation of various
internal and external procedures and security measures, our employees, service providers, partners and other third parties with
whom we interact may expose us to certain risks as a result of human error. For example, errors in processing wire transfers
may result in the inadvertent release of funds in incorrect amounts or to incorrect recipients, and we may be unable to recover
such funds.
We also face the risk of adverse customer impacts and business disruption arising from the execution of strategic initiatives and
operational plans we may pursue across our operations. For example, when we launch a new product, service or platform for
the delivery or distribution of products or services, acquire or invest in a business or make changes to an existing product,
service or delivery platform, there is the risk of execution issues related to changes to operations or processes. These issues
could be driven by insufficient mitigation of operational risks associated with the change implementation, inadequate training,
failure to account for new or changed requirements, or failure to identify or address impacted downstream processes.
Furthermore, ineffective change management oversight and governance over the execution of our key projects and initiatives
could expose us to operational, strategic and reputational risk and could negatively impact customers or our financial
performance. In addition, we may experience increased costs and/or disruptions due to our hybrid work model, which could
also affect our ability to operate effectively and maintain our corporate culture.
If we do not maintain the necessary operational, technological and organizational infrastructure to operate our business,
including to maintain the resiliency and security of that infrastructure, our business and reputation could be materially adversely
affected. We also are subject to disruptions to our systems or networks arising from events that are wholly or partially beyond
our control, which may include computer viruses; computer, telecommunications, network, utility, electronic or physical
infrastructure outages; bugs, errors, insider threats, design flaws in systems, networks or platforms; availability and quality of
vulnerability patches from key vendors, cyber-attacks and other security incidents, natural disasters, other damage to property
or physical assets, or events arising from local or larger scale politics, including civil unrest, terrorist acts and military conflict.
Any failure to maintain our infrastructure or prevent disruption of our systems, networks 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-party service providers (and their supply chains) with which we
do business and/or to whom we outsource the operation, maintenance and development of our information technology and
communications systems. We have substantially migrated primarily all aspects of our core information technology systems and
customer-facing applications to third-party cloud infrastructure platforms, principally AWS. If we fail to architect, administer or
oversee these environments in a well-managed, secure and effective manner, or if such platforms become unavailable, are
disrupted, fail to scale, do not operate as designed, 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 operations.
We must successfully develop and maintain information, financial reporting, disclosure, privacy, data protection, data security
and other controls adapted to our reliance on outside platforms and providers. Weakness in our third-party service providers’
processes or controls could impact our ability to deliver products or services to our customers and expose us to compliance and
operational risks. In addition, AWS, or other service providers (including, without limitation, those who also rely on AWS)
have experienced, and may continue to experience system or telecommunication breakdowns or failures, outages, degradation
in service, downtime, failure to scale, software bugs, design flaws, cyber-attacks and other security incidents, insider threats,
adverse changes to financial condition, bankruptcy, or other adverse conditions, (including conditions which interfere with our
access to and use of AWS) that are outside of our control, any of which could have a material adverse effect on our business
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and reputation. For example, in January 2025, we experienced a multi-day system outage due to a technical issue experienced
by FIS, a third-party service provider, which temporarily impacted certain services for some of our customers. Although we
were able to reconnect our systems following restoration of the vendor’s capabilities, there can be no assurance that we will not
experience additional system outages in the future as a result of technical issues experienced by our third-party vendors. Any
such service outage, particularly where the vendor is the single source from which we obtain such services, could significantly
disrupt our business or negatively impact the relationship we have with customers that rely on such services.. We also face a
risk that our third-party service providers might be unable or unwilling to continue to provide services to meet our current or
future needs in an efficient, cost-effective, or favorable manner or may terminate or seek to terminate their contractual
relationship with us. Any transition to alternative third-party service providers or internal solutions may be difficult to
implement, may cause us to incur significant time and expense and may disrupt or degrade our ability to deliver our products
and services. Thus, the substantial amount of our infrastructure that we outsource to AWS or to other third-party service
providers may increase our risk exposure.
Any disruptions, failures or inaccuracies of our operational processes, technology systems, networks and models, including
those associated with improvements or modifications to such technology systems, networks and models, or failure to identify or
effectively respond to operational risks in a timely manner and continue to deliver our services through an operational
disruption, 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 or risks, management of outsourced
services, asset purchases or other acquisitions, structural reorganization, compliance with new laws or regulations, the
integration of newly acquired businesses, or the prevention or occurrence of cyber-attacks and other security incidents. If we are
unable to successfully manage our expenses, our financial results will be negatively affected. Changes to our business,
including those resulting from our strategic imperatives, also require robust governance to ensure that our objectives are
executed as intended without adversely impacting our customers, associates, operations or financial performance.
A cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct
business, including an incident that results in the theft, loss, manipulation or misuse of information (including personal
information), or the disabling of systems and access to information critical to business operations, may result in increased
costs, reductions in revenue, reputational damage, legal exposure and business disruptions.
Our ability to provide our products and services and communicate with our customers, depends upon the management and
safeguarding of information systems and infrastructure, networks, software, data, technology, methodologies and business
secrets, including those of our service providers. Our products and services involve the collection, authentication, management,
usage, storage, transmission and destruction of sensitive and confidential information, including personal information,
regarding our customers and their accounts, our employees, our partners and other third parties with which we do business. We
also have arrangements in place with third-party business partners through which we share and receive information about their
customers who are or may become our customers. The financial services industry, including Capital One, is particularly at risk
because of the increased use of and reliance on digital banking products and other digital services, including mobile banking
products, such as mobile payments, and other internet- and cloud-based products and applications, and the development of
additional remote connectivity solutions, which increase cybersecurity risks and exposure. In addition, global events and
geopolitical instability (including, without limitation, the conflict in the Middle East, the war between Ukraine and Russia and
the related sanctions imposed by the U.S. and other countries, and increased geopolitical tensions between the U.S. and China)
may lead to increased nation state targeting of financial institutions in the U.S. and abroad.
Technologies, systems, networks and other devices of Capital One, as well as those of our employees, service providers,
partners and other third parties with whom we interact, have been and may continue to be the subject of cyber-attacks and other
security incidents, including computer viruses, hacking, malware, ransomware, denial of service attacks, supply chain attacks,
exploitation of vulnerabilities, credential stuffing, account takeovers, insider threats, business email compromise scams or the
use of phishing, vishing (through voice messages), smishing (through SMS text), “deep fakes”, or other forms of social
engineering. Such cyber-attacks and other security incidents are designed to lead to various harmful outcomes, such as
unauthorized transactions in Capital One accounts, unauthorized or unintended access to or release, gathering, monitoring,
disclosure, loss, destruction, corruption, disablement, encryption, misuse, modification or other processing of confidential or
sensitive information (including personal information), intellectual property, software, methodologies or business secrets,
disruption, sabotage or degradation of service, systems or networks, an attempt to extort Capital One, its third-party service
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providers or its business partners or other damage. Cyber-attacks and other security incidents that occur in the supply chain of
third parties with which we interact could also negatively impact Capital One.
These threats may derive from, among other things, error, fraud or malice on the part of our employees, insiders, or third parties
or may result from accidental technological failure or design flaws. Any of these parties may attempt to fraudulently induce
employees, service providers, customers, partners or other third-party users of our systems or networks to disclose confidential
or sensitive information (including personal information) in order to gain access to our systems, networks or data or that of our
customers, partners, or third parties with whom we interact, or to unlawfully obtain monetary benefit through misdirected or
otherwise improper payment. For instance, any party that obtains our confidential or sensitive information (including personal
information) through a cyber-attack or other security incident 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. Additionally, the
failure of our employees, third-party service providers or business partners, or their respective supply chains, to exercise sound
judgment and vigilance when targeted with social engineering or other cyber-attacks may increase our vulnerability.
For example, on July 29, 2019, we announced that on March 22 and 23, 2019 an outside individual gained unauthorized access
to our systems (the “2019 Cybersecurity Incident”). 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. While the 2019 Cybersecurity Incident
has been remediated, it resulted in fines, litigation, consent orders, settlements, government investigations and other regulatory
enforcement inquiries. Cyber and information security risks for large financial institutions like us continue to increase due to the
proliferation of new technologies, the industry-wide shift to reliance upon the internet to conduct financial transactions, the
increased sophistication and activities of malicious actors, organized crime, perpetrators of fraud, hackers, terrorists, activists,
extremist parties, formal and informal instrumentalities of foreign governments, state-sponsored or nation-state actors and other
external parties and the growing use of AI by threat actors.
In addition, our customers access our products and services using personal devices that are necessarily external to our security
control systems. There has also 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. These third-party
breach events could create a threat 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 internet sites. This threat could include the risk of unauthorized account
access, data loss and fraud. The use of AI, “bots” or other automation software can increase the velocity and efficacy of these
types of attacks. As our employees are operating under our hybrid work model, our remote interaction with employees, service
providers, partners and other third parties on systems, networks and environments over which we have less control (such as
through employees’ personal devices) increases our cybersecurity risk exposure. We will likely face an increasing number of
attempted cyber-attacks as we expand our mobile and other internet-based products and services, expand our usage of mobile,
cloud and other internet-based technologies and provide more of such products and these services to a greater number of retail
banking customers.
The methods and techniques employed by malicious actors continue to develop and evolve rapidly, including from emerging
technologies, such as advanced forms of AI and quantum computing, are increasingly sophisticated and often are not fully
recognized or understood until after they have occurred, and some techniques could occur and enable persistent access for an
extended period of time before being detected and remediated, if at all. We and our service providers and other third parties
with which we interact may be unable to anticipate or identify certain attack methods or techniques in order to implement
effective preventative or detective measures or mitigate or remediate the damages caused in a timely manner. Similarly, any
cyber-attack or other security incident, information or security breach or technology failure that significantly exposes, degrades,
destroys or compromises our information systems or networks could adversely impact third parties and the critical
infrastructure of the financial services industry, thereby creating additional risk for us.
We may also be unable to hire, develop and retain talent that keeps pace with the rapidly changing cyber threat landscape, and
which are capable of preventing, detecting, mitigating or remediating these risks. Although we seek to maintain a robust suite of
authentication and layered information security controls, any one or combination of these controls could fail to prevent, detect,
mitigate, remediate or recover from these risks in a timely manner.
An actual, suspected, threatened or alleged disruption or breach, including as a result of a cyber-attack such as the 2019
Cybersecurity Incident, or media (including social media) reports of alleged or perceived security vulnerabilities or incidents at
Capital One or at our service providers, could result in significant legal and financial exposure, regulatory intervention,
litigation, enforcement actions, 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. Moreover, new
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regulations may require us to publicly disclose certain information about certain cybersecurity incidents before they have been
resolved or fully investigated, and any delays in receiving timely information from impacted service providers and business
partners can affect our ability to fully meet applicable disclosure requirements for a given incident. There can be no assurance
that unauthorized access or cyber incidents similar to the 2019 Cybersecurity Incident will not occur or that we will not suffer
material losses in the future. If future attacks 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 service
providers or other third parties with which we interact could harm our business even if we do not control the service that is
attacked.
Further, our ability to monitor our service providers’ and other business partners’ cybersecurity practices is inherently limited.
Although the agreements that we have in place with our service providers (and other business partners) generally include
requirements relating to privacy, data protection and data security, we cannot guarantee that such agreements will prevent a
cyber incident impacting our systems or information or enable us to obtain adequate or any reimbursement from our service
providers or other business partners in the event we should suffer any such incidents. However, due to applicable laws and
regulations or contractual obligations, we may be held responsible for cyber incidents attributed to our service providers and
other business partners as they relate to the information we share with them.
In addition, we continue to incur increased costs with respect to preventing, detecting, investigating, mitigating, remediating,
and recovering from cybersecurity risks, as well as any related attempted fraud. In order to address ongoing and future risks, 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. Further, high profile
cyber incidents at Capital One or other large financial institutions could undermine our competitive advantage and divert
management attention and resources, 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 global financial system
in general, which could result in reduced use of our financial products. We have insurance against some cyber risks and attacks;
nonetheless, our insurance coverage may not be sufficient to offset the impact of a material loss event (including if our insurer
denies coverage as to any particular claim in the future), and such insurance may increase in cost or cease to be available on
commercially reasonable terms, or at all, in the future. In addition, in the case of any cyber-attack or other security incident,
information or security breach or technology failure arising from third-party systems impacting us, any third-party
indemnification may not be applicable or sufficient to address the impact of such incidents.
We face risks resulting from the extensive use of models and data, as well as from our evolving use of AI.
We rely on quantitative models and in some cases the use of AI, as well as our ability to manage and aggregate data in an
accurate and timely manner, to assess and manage our various risk exposures, create estimates and forecasts, and manage
compliance with regulatory capital requirements. We continue to invest in building new capabilities that employ new AI
technologies such as generative AI, and we expect our use of these technologies to increase over time. However, there are
significant risks involved in utilizing models and AI and no assurance can be provided that our use will enhance our business or
produce only intended or beneficial results. For example, generative AI has been known to produce false or “hallucinatory”
inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate,
incomplete or misleading output, unexpected results, errors or inadequacies, any of which may not be easily detectable. AI may
subject us to new or heightened legal, regulatory, ethical, or other challenges; and negative public opinion of AI could impair
the acceptance of AI solutions. Accordingly, if the models or AI solutions that we create or use, or if the content, analyses or
recommendations that models or AI solutions assist in producing in our products and services, are, or are perceived to be
deficient, inaccurate, biased, unethical or controversial, we could incur operational inefficiencies, competitive harm, legal
liability, brand or reputational harm, or other adverse impacts on our business and financial results. We also may incur liability
through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts to
which we are a party.
We may use models and AI in processes such as determining the pricing of various products, identifying potentially fraudulent
transactions, grading loans and extending credit, measuring interest rate and other market risks, predicting deposit levels or loan
losses, assessing capital adequacy, calculating managerial and regulatory capital levels, estimating the value of financial
instruments and balance sheet items, and other operational functions. Development and implementation of some of these
models, such as the models for credit loss accounting under CECL, require us to make difficult, subjective and complex
judgments. Our risk reporting and management, including business decisions based on information incorporating models and
the use of AI, depend on the effectiveness of our models and AI and our policies, programs, processes and practices governing
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how data, models and AI, as applicable, are 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 and AI 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 due to limited historical patterns, extreme or unanticipated market
movements or customer behavior and liquidity, especially during severe market downturns or stress events (e.g., geopolitical or
pandemic events).
While we continuously update our policies, programs, processes and practices, many of our data management, modeling, AI,
aggregation and implementation processes are manual and may be subject to human error, data limitations, process delays or
system failure. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability
to manage current and emerging risk, to produce accurate financial, regulatory and operational reporting as well as to manage
changing business needs. If our 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 incorrectly designed or implemented models or AI could be inaccurate or misleading. Some of the decisions that our
regulators make could be affected adversely due to the perception that the quality of the data, models and AI used to generate
the relevant information is insufficient. In addition, regulation of AI is rapidly evolving worldwide as legislators and regulators
are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a
variety of laws and regulations, including intellectual property, privacy, data protection and data security, consumer protection,
competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new
applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory
agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform
moderation, privacy, data protection and data security laws and regulations to AI or are considering general legal frameworks
for AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend
resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions.
Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal,
operational, competitive or technological risks that may arise relating to the use of AI.
Fraudulent activity associated with our products could cause our fraud losses to increase, the use of our products to
decrease and our brands to suffer reputational damage, all of which could have a material adverse effect on our business.
We are subject to the risk of fraudulent activity associated with merchants, customers and other third parties handling customer
information. The risk of fraud continues to be a persistent inherent risk for the financial services industry. Credit and debit card
fraud, identity theft and electronic-transaction related crimes are prevalent and perpetrators are growing ever more
sophisticated. Emerging generative AI capabilities, such as synthetic voice and conversation generation, introduced an increase
in fraud risks, especially in the form of identity fraud. While we have policies and procedures designed to address such risk,
there can be no assurance that losses will not occur. Our resources, customer authentication methods and fraud prevention tools
may be insufficient to accurately predict, prevent or detect fraud. Consumer activists and regulators have sought to expand
financial institutions’ responsibility to hold customers harmless for fraudulent transactions that they authorized on their
accounts.
Our risk of fraud continues to increase as third parties that handle confidential consumer information suffer security breaches
and we expand our digital banking business and introduce new products and features. Our financial condition, the level of our
fraud charge-offs and other results of operations could be materially adversely affected if fraudulent activity were to
significantly increase. Furthermore, high-profile fraudulent activity could negatively impact our brand and reputation. In
addition, significant increases in fraudulent activity could lead to regulatory intervention or other actions (such as mandatory
card reissuance) and reputational and financial damage to our brands, which could negatively impact the use of our deposit
accounts and cards and which could have a material adverse effect on our business.
Legal and Regulatory Risk
Compliance with new and existing domestic and foreign laws, regulations and regulatory expectations is costly and complex,
and any significant changes may adversely affect our business.
A wide array of laws and regulations, including banking, tax and consumer lending laws and regulations, apply to every aspect
of our business and these laws can be uncertain and evolving. We and our subsidiaries are also subject to supervision and
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examination by multiple regulators both in the U.S. and abroad, and the manner in which our regulators interpret applicable
laws and regulations may affect how we comply with them.
Failure to comply with these laws and regulations and effectively navigate this complex regulatory landscape, even if the failure
is inadvertent, results from human error or reflects a difference in interpretation or conflicting legal requirements, could subject
us to restrictions on our business activities, fines, criminal sanctions and other penalties, 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 risk management and compliance-related systems, infrastructure and processes, is difficult and may lead to
increased expenses. These efforts and the associated costs could limit our ability to invest in other business opportunities. In
addition, actions, behaviors or practices by us, our employees or representatives that are illegal, unethical or contrary to our core
values could harm us, our stockholders or customers or damage the integrity of the financial markets and are subject to
regulatory scrutiny across jurisdictions. Violations of law by other financial institutions may also result in increased regulatory
scrutiny of our business.
Applicable rules and regulations may affect us disproportionately compared to our competitors or in an unforeseen manner. For
example, 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 customer accounts. 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 and other consumer lending
activities are subject to customer complaints and enhanced legal and regulatory scrutiny from regulators, courts and legislators.
Any future changes to or legal liabilities resulting from our business practices in these areas, including our debt collection
practices and the fees we charge, whether mandated by regulators, courts, legislators or otherwise, could have a material
adverse impact on our financial condition.
The legislative, regulatory and supervisory environment is beyond our control, may change rapidly and unpredictably, and may
negatively influence our revenue, costs, earnings, growth, liquidity and capital levels. For example, the CFPB has announced
several initiatives related to the amounts and types of fees financial institutions may charge, including a final rule amending
Regulation Z that, if it goes into effect as currently issued, would significantly lower the safe harbor amount for past due fees
that a large credit card issuer, such as the Bank, can charge on consumer credit card accounts. Such changes could affect our
ability or willingness to provide certain products or services, necessitate changes to our business practices, or reduce our
revenues. There may also be future rulemaking in emerging regulatory areas, such as climate-related risks and new
technologies. Adoption of new technologies, such as distributed ledger technologies, tokenization, cloud computing, AI and
machine learning technologies, can present unforeseen challenges in applying and relying on existing compliance systems. In
addition, some laws and regulations may be subject to litigation or other challenges that delay or modify their implementation
and impact on us. Furthermore, political and policy goals of elected officials may change over time, which could impact the
rulemaking, supervision, examination and enforcement priorities of the Federal Banking Agencies.
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, including those related to the consumer lending business, to which we are
subject, see “Item 1. Business—Supervision and Regulation.”
Our required compliance with applicable laws and regulations related to privacy, data protection and data security, in
addition to compliance with our own privacy policies and contractual obligations to third parties, may increase our costs,
reduce our revenue, increase our legal exposure and limit our ability to pursue business opportunities.
We are subject to a variety of continuously evolving and developing laws and regulations in the United States at the federal,
state and local level regarding privacy, data protection and data security, including those related to the collection, storage,
handling, use, disclosure, transfer, security and other processing of personal information. For further discussion of applicable
privacy, data protection and data security laws and regulations, see “Item 1. Business—Supervision and Regulation” under the
headings “Privacy, Data Protection and Data Security” and “Regulation by Authorities Outside the United States.” These laws
and regulations, and similar laws and regulations in other jurisdictions, impose strict requirements regarding the collection,
storage, handling, use, disclosure, transfer, security and other processing of personal information, which may have adverse
consequences, including significant compliance costs and severe monetary penalties for non-compliance. Significant
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Capital One Financial Corporation (COF)
uncertainty exists as privacy, data protection, and data security laws may be interpreted and applied differently from country to
country and may create inconsistent or conflicting requirements.
Further, we make public statements about our use, collection, disclosure and other processing of personal information through
our privacy policies, information provided on our website and press statements. Although we endeavor to comply with our
public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our
privacy policies and other statements that provide promises and assurances about privacy, data protection and data security can
subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual
practices. We have been subject to these types of claims in the past, and there can be no assurance that we will not be subject to
these types of claims in the future. Additional risks could arise in connection with any failure or perceived failure by us, our
service providers or other third parties with which we do business to provide adequate disclosure or transparency to individuals,
including our customers, about the personal information collected from them and its use, to receive, document or honor the
privacy preferences expressed by individuals, to protect personal information from unauthorized disclosure, or to maintain
proper training on privacy practices for all employees or third parties who have access to personal information in our possession
or control.
Our efforts to comply with GLBA, FCRA, CCPA, PIPEDA and provincial privacy laws, EU GDPR, U.K. GDPR and other
privacy, data protection and data security laws and regulations, as well as our posted privacy policies, and related contractual
obligations to third parties, 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, data protection and data security violations continue to increase. The enactment of more
restrictive laws or regulations, or future enforcement actions, litigation or investigations, could impact us through increased
costs or restrictions on our business, and any noncompliance or perceived noncompliance could result in monetary or other
penalties, harm to our reputation, distraction to our management and technical personnel and significant legal liability.
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.
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. For example, the 2019 Cybersecurity Incident has resulted in litigation,
consent orders, settlements, 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 nonpublic supervisory actions. We and our subsidiaries are subject to comprehensive regulation and periodic
examination by, among other regulatory bodies, the Federal Banking Agencies, SEC, CFTC 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, CFPB, Department of Justice,
FinCEN and state Attorneys General. For example, on January 14, 2025, the CFPB brought an action in the United States
District Court for the Eastern District of Virginia making claims similar to the ongoing previously disclosed savings account
litigation.
Over the last several years, federal and state regulators have focused on risk management, compliance with anti-money
laundering (“AML”) and sanctions laws, privacy, data protection and data security, use of service providers, fair lending, unfair
or deceptive practices, and other consumer protection issues and innovative activities, such as those that utilize AI and other
new technology. Regulators have indicated the potential for escalating consequences for banks that do not timely resolve open
issues or have repeat issues. Regulatory scrutiny is expected to continue in these areas, including as a result of implementation
of the AML Act of 2020.
We expect that regulators and governmental enforcement bodies will continue taking public enforcement actions against
financial institutions in addition to addressing supervisory concerns through nonpublic supervisory actions or findings, which
could involve restrictions on our activities, or our ability to make acquisitions or otherwise expand our business, among other
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Capital One Financial Corporation (COF)
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 supervisory review or 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 customer remuneration,
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 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 to which we are subject, see “Part II—Item 8.
Financial Statements and Supplementary Data—Note 19—Commitments, Contingencies, Guarantees and Others.”
Other Business Risks
We face intense competition in all of our markets, which could have a material adverse effect on our business and results of
operations.
We operate in a highly competitive environment across all of our lines of business, 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 particularly in our credit card and consumer banking businesses. 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 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. If our marketing campaigns are
unsuccessful, it may adversely impact our ability to attract new customers and grow market share.
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 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 cryptocurrencies, 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. Also, our competitors or other third parties may incorporate AI into their
products or services more quickly or more successfully than we do, which could impair our ability to compete effectively. In
addition, government actions or initiatives may also provide competitors with increased opportunities to derive competitive
advantages and may create new competitors. For example, the CFPB has released a final rule that will require certain financial
institutions, including the Company, to share certain financial information with third parties upon a customer’s request, which
could enable those third parties to offer competing financial services to consumers.
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.
We operate as an online direct bank in the United States. 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
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Capital One Financial Corporation (COF)
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,
2024, 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 or assure
that these relationships will be profitable or valued by our customers. Additionally, partners themselves may face changes in
their business, including market factors and ownership changes, that could impact the partnership or they may make changes to
the products and services they offer, which may lower the value of our products, such as the cobranded cards we issue to our
customers. 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 key business partner 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 co-brand and private label credit card 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 co-brand 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 legislation, regulation and
merchants’ efforts to reduce the interchange fees charged by credit and debit card networks to facilitate card transactions.
As an issuer of credit and debit cards, we earn interchange fees, which are paid by merchants, when customers use our cards.
Interchange fees are the amounts established by credit and debit card networks for the purpose of compensating debit and credit
card issuers for their role in facilitating card transactions and are a meaningful source of revenue for our credit and debit card
businesses. Interchange fees are a revenue source that, for example, covers the issuer’s costs associated with credit and debit
card payments, fund rewards programs, help fund anti-fraud measures, management and dispute costs and fund competition and
innovation. Interchange fees continue to be the subject of significant and intense global legislative, regulatory and legal focus,
and the resulting legislation, regulation and decisions 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 have sought, or are currently seeking, to reduce interchange fees
through legislation, competition-related regulatory proceedings, voluntary agreements, central bank regulation and/or litigation.
In the United States, interchange reimbursement rates for credit card transactions are set by credit card networks such as
MasterCard and Visa. In the United States, the Federal Reserve’s Regulation II (Debit Card Interchange Fees and Routing)
places limits on the interchange fees that issuers may charge, and requires additional routing requirements for, debit cards
issued on networks operated by third parties. On October 25, 2023, the Federal Reserve released a notice of proposed
rulemaking to revise Regulation II to further reduce the cap on interchange fees that debit card issuers covered by Regulation II
can receive for covered debit card transactions. For more information on these rules, please see “Item 1. Business—Supervision
and Regulation.” At the state level, Illinois passed a law prohibiting interchange fees on state taxes and gratuities, which would
go into effect July 2025, though it is being challenged in the courts.
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Capital One Financial Corporation (COF)
Lowering interchange fees also remains an area of international governmental attention by certain parties. In some jurisdictions,
such as Canada and certain countries in Europe, including the U.K., interchange fees and related practices are subject to
regulatory activity, including in some cases, imposing caps on permissible interchange fees. Our international card businesses
have been impacted by these restrictions. For example, in the U.K., interchange fees are capped for both credit and debit card
transactions. In addition, in Canada, Visa and MasterCard payment networks have entered into voluntary agreements with the
Department of Finance Canada to maintain an agreed upon average interchange rate.
In addition to this legislative and regulatory activity, merchants are also seeking avenues to reduce interchange fees. Merchants
and their trade groups have filed numerous lawsuits against payment card networks and banks that issue cards on those
networks, claiming that their practices toward merchants, including interchange 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. For additional
information about the lawsuits, see “Part II—Item 8. Financial Statements and Supplementary Data—Note 19—Commitments,
Contingencies, Guarantees and Others” for further details.
Some major retailers or industry sectors could 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.
Merchants continue to lobby Congress aggressively for legislation that would require additional routing requirements for credit
cards that are issued on four-party networks, like Visa or MasterCard, which could create a downward pressure on interchange
fees should their efforts be successful. Retailers may continue to bring legal proceedings against us or other credit card and
debit card issuers and networks in the future.
Beyond pursuing legislation, regulation and litigation, merchants may also promote forms of payment with lower fees or seek to
impose surcharges or discounts 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 or debit cards as a payment method.
The heightened focus by legislative and regulatory bodies on the fees charged by credit and debit card networks, and the ability
of certain merchants to successfully pursue litigation, negotiate discounts to interchange fees with payment networks or develop
alternative payment systems could result in a loss of income from 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, including due to the increasing development and use of
AI, 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 continue 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 assess and 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 ability to invest in and build the technology platforms that can enable them, in a cost
effective and timely manner. We expect that new technologies in the payments industry will continue to emerge, and these new
technologies may be superior to our existing technology. See “We face intense competition in all of our markets, which could
have a material adverse effect on our business and results of operation” 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, smaller competitors may experience lower cost
structures and different regulatory requirements and scrutiny than we do, which may allow them to innovate more rapidly than
we can. See “We face intense competition in all of our markets, which could have a material adverse effect on our business and
results of operation.” Further, our success depends on our ability to attract and retain strong digital and technology leaders,
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Capital One Financial Corporation (COF)
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.
We may fail to realize the anticipated benefits of our mergers, acquisitions and strategic partnerships.
We engage in merger and acquisition activity and enter into strategic partnerships from time to time. We continue to evaluate
and anticipate engaging in, among other merger and acquisition activity, additional strategic partnerships, selected acquisitions
of financial institutions, and acquisitions or divestitures of other businesses or assets, including credit card and other loan
portfolios. We may not be able to identify and secure future acquisition targets or dispositions on terms and conditions that are
acceptable to us, or successfully complete and integrate the businesses within the anticipated time frame and achieve the
anticipated benefits of proposed mergers, acquisitions, dispositions and strategic partnerships, which could impair our growth.
Any merger, acquisition, disposition 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. Moreover, it is possible that we may not
realize the anticipated benefits of a given merger, acquisition or strategic partnership (either strategically or financially), even
after spending substantial time and money on such a transaction, and we may ultimately decide to divest our interest or
otherwise terminate the transaction.
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 or new geographic areas or markets in the U.S. or internationally, that present
risks resulting from our relative inexperience in these new businesses, localities or markets. These new businesses,
localities or markets may change the overall character of our consolidated portfolio of businesses and alter our
exposure to economic and other external factors. We also face the risk that we will not be successful in these new
businesses, localities or 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, risks 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 anticipate the costs, timeline or ability 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
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Capital One Financial Corporation (COF)
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: We may be required to obtain various governmental and regulatory approvals to
consummate certain acquisitions. We cannot be certain whether, when or on what terms and conditions, such approvals
may be granted. Consequently, we may not obtain governmental or 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 investing resources
in pursuing it.
For additional risks related to the Transaction, see “Risks Relating to the Acquisition of Discover” and the section entitled
“Risk Factors” included in our joint proxy statement/prospectus included in the registration statement declared effective by the
SEC on January 6, 2025.
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. All of Capital One’s brands are one of our most important assets. 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,
maintaining and financing accounts. 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 current and potential consumer and commercial customers choose to maintain with us.
Negative perceptions may also 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 in order to manage reputational risk.
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, cyber-attacks or other security incidents, 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
privacy, data protection, data security and compliance practices, and could further harm our reputation. In addition, our co-
brand and private label credit card 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 actual or alleged events
discussed above could impact our reputation and business.
In addition, a variety of economic or 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 economic and 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 consumption trends decline or if we fail to maintain and enhance our brand, or we
incur significant expenses to do so, our reputation and business and financial results could be materially and negatively
affected.
There has also been an increased focus by investor advocacy groups, investment funds and shareholder activists, among others,
on topics related to environmental, social and corporate governance policies, and our policies, practices and disclosure in these
areas, including those related to climate change. Reputation risk related to corporate policies and practices on environmental,
social and corporate governance topics is increasingly complex. Divergent ideological and social views may create competing
stakeholder, legislative, and regulatory scrutiny that may impact our reputation or operations. Furthermore, responding to
environmental, social and corporate governance considerations and implementing our related goals and initiatives involve risk
and uncertainties, require investments and depend in part on third-party performance or data that is outside of our control. There
can be no assurance that we will achieve these goals and initiatives or that any such achievements will have the desired results.
Our failure or perceived failure to achieve progress in these areas on a timely basis, if at all, or incorrect perception or
distortions of our goals and initiatives could impact our reputation and public perceptions of our business.
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Capital One Financial Corporation (COF)
If we are not able to protect our intellectual property rights, or we violate third-party intellectual property rights, our revenue
and profitability could be negatively affected.
We rely on a variety of measures to protect and enhance our intellectual property rights, including copyrights, trademarks, trade
secrets, patents, licenses and certain restrictions on disclosure, solicitation and competition. We also undertake other measures
to control access to and distribution of our other proprietary and confidential information. These measures may not be
successful in protecting or enforcing our rights in every jurisdiction or preventing misappropriation of our proprietary or
confidential information or infringement, a misappropriation or other violations of our intellectual property rights and a
resulting loss of competitive advantage. In certain situations, we may be compelled to engage in intellectual property-related
litigation to enforce our intellectual property rights, which may incur significant expense and may be perceived negatively by
customers or industry partners, thus potentially resulting in reputational harm and may adversely impact our business, financial
position and results of operations. In addition, our competitors or other third parties may obtain patents for innovations that are
used in our industry or allege that our operations, marketing, trademarks, systems, processes, or technologies infringe,
misappropriate or violate their intellectual property rights. Given the complex, rapidly changing and competitive technological
and business environments in which we operate, if our competitors or other third parties are successful in obtaining such patents
or prevail in intellectual property-related litigation or demands against us, we could lose significant revenues, incur significant
license, royalty, technology development or other expenses, or pay significant damages.
We license certain intellectual property and technology that are important to our business, and in the future, we may enter into
additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail to comply with
any of these obligations under our license agreements, we may be required to pay damages and the licensor may have the right
to terminate the license. Termination by the licensor (or other applicable counterparty) may cause us to lose valuable rights, and
could disrupt our operations and harm our reputation. In the future, we may identify additional third-party intellectual property
and technology we need, including to develop and offer new products and services. However, such licenses may not be
available on acceptable terms or at all.
While we believe that we have all the necessary licenses from third parties for any intellectual property, including technology
and software, that we use in the operations of our business but do not own, a third party could nonetheless allege that we are
infringing its rights, which may deter our ability to obtain licenses on commercially reasonable terms from the third party, if at
all, or cause the third party to commence litigation against us. Our failure to obtain necessary licenses or other rights, or
litigation or claims arising out of intellectual property matters, may adversely impact our business, financial position and results
of operations.
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, strategic, reputational, operational and compliance risk requires, among other things,
policies and procedures to properly record and verify a large number of transactions and events. See “Part II—Item 7. MD&A
—Risk Management” for further details. Our Framework is designed to identify, measure, assess, monitor, test, control, report,
escalate, and mitigate the risks that we face. Even though we continue to devote significant resources to operating and
governing our 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, the use of
analytical and/or forecasting models and management’s judgment. These methods may not accurately predict future exposures,
which could be significantly greater than the historical measures or models indicate and market conditions, particularly during a
period of financial market stress, can involve unprecedented dislocations. For example, 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, or
degradation in the predictive nature of credit bureau and other data used in underwriting.
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.
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Capital One Financial Corporation (COF)
Our business could be negatively affected if we are unable to attract, develop, retain and motivate key senior leaders and
skilled employees.
Our success depends, in large part, on our ability to retain key senior leaders and to attract, develop 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. The market for such senior leaders and skilled employees can be
competitive and hard to predict, and attracting, developing and retaining them may require significant investment generally and
in any given year. While we engage in robust succession planning, our key senior leaders have deep and broad industry
experience and could be difficult to replace without some degree of disruption.
Our ability to attract, develop and retain qualified employees is also affected by perceptions of our culture and management,
including our position on remote and hybrid work arrangements, 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 technology companies, which therefore may subject us to more
restrictions than other institutions and companies with which we compete for talent and 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 catastrophic events.
Natural disasters, geopolitical events and other catastrophic events could harm our employees, 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, Richmond, Virginia and Plano, Texas. This may
include a disruption involving damage or loss of access to a physical site, cyber-attacks and other security incidents, terrorist
activities, the occurrence or worsening of disease outbreaks or pandemics, natural disasters, extreme weather events, electrical
outage, environmental hazards, disruption to 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 quickly. In addition, if a natural
disaster or other catastrophic event occurs in certain regions where our business, customers or assets securing our loans are
concentrated, such as the mid-Atlantic, New York, California or Texas metropolitan areas, or in regions where our third-party
platforms are located, we could be disproportionately impacted as compared to our competitors. The impact of such events and
other catastrophes on the overall economy and our physical and transition risks may also adversely affect our financial
condition and results of operations.
Climate change manifesting as physical or transition risks could adversely affect our businesses, operations and customers
and result in increased costs.
Climate change risks can manifest as physical or transition risks.
Physical risks are the risks from the effects of climate change arising from acute, climate-related events, such as, hurricanes,
flooding and wildfires, and chronic shifts in climate, such as sea level rise and higher average temperatures. Such events could
lead to financial losses or disrupt our operations or those of our customers or third parties on which we rely, including through
direct damage to assets and indirect impacts from supply chain disruption and market volatility.
Transition risks are the risks resulting from the shift toward a lower-carbon economy arising from the changes in policy,
consumer and business sentiment or technologies in regards to limiting climate change. Transition risks, including changes in
consumer preferences and additional regulatory requirements or taxes, could increase our expenses, affect credit performance,
and impact our strategies or those of our customers. For example, on October 24, 2023, the Federal Banking Agencies jointly
issued guidance on climate-related financial risk management for large institutions, which applies to us. For more information
on climate-related regulatory developments, see “Item 1. Business—Supervision and Regulation.”
44
Capital One Financial Corporation (COF)
Physical and transition risks could also affect the financial health of certain customers in impacted industries or geographies. In
addition, we face reputational risk as a result of our policies, practices, disclosures and decisions related to climate change and
the environment, or the practices or involvement of our clients or vendors and suppliers, in certain industries or projects
associated with causing or exacerbating climate change. In addition, due to divergent views of stakeholders, we are at increased
risk that any action, or lack thereof, by us concerning our response to climate change could be perceived negatively by some
stakeholders, which could adversely impact our reputation and businesses. Further, there is increased scrutiny of climate
change-related policies, goals and disclosures, which could result in litigation and regulatory investigations and actions. We
may incur additional costs and require additional resources as we evolve our strategy, practices and related disclosures with
respect to these matters.
As climate risk is interconnected with many risk types, we continue to enhance processes to embed evolving climate risk
considerations into our existing risk management strategies; however, because the timing and severity of climate change may
not be predictable, our risk management strategies may not be effective in mitigating climate risk exposure. Additionally,
estimations used in climate risk assessments have an increased level of uncertainty due to limited historical trend information
and the absence of standardized, reliable and comprehensive greenhouse gas emissions data across the industry, which could
cause these risk assessments to vary significantly over time or actual risks to vary from our assessments.
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,
judgments, and estimates in preparing our financial statements, including determining our allowance for credit losses, the
liability for legal actions, the fair value of certain assets and liabilities, and goodwill impairment, among other items. In
addition, the FASB, the SEC and other regulatory bodies may issue new or amend existing accounting and reporting standards
or change existing interpretations of those standards, including those related to assumptions and estimates we use to prepare our
financial statements, in ways that we cannot predict and that could materially impact our financial statements. If actual results
differ from the assumptions, judgments 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 “Part II—Item 7. MD&A—Critical Accounting Policies and
Estimates” and “Part II—Item 8. Financial Statements and Supplementary Data—Note 1—Summary of Significant Accounting
Policies.”
The soundness of other financial institutions and other third parties, actual or perceived, 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.
Since 2023, several financial services institutions failed or required outside liquidity support, in many cases, as a result of the
inability of the institutions to obtain needed liquidity. For example, Silicon Valley Bank, Signature Bank and First Republic
Bank were closed in 2023 and placed under FDIC receivership. This has led to additional risk for other financial services
institutions and the financial services industry generally as a result of increased lack of confidence in the financial sector. The
failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in
response to these events could adversely impact our business, financial condition and results of operations. For information on
the FDIC’s special assessment following the closures of Silicon Valley Bank and Signature Bank, see “Item 1. Business—
Supervision and Regulation.”
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 and the U.S. Treasury market 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
45
Capital One Financial Corporation (COF)
about us. These perceptions about us could cause our business to be negatively affected and exacerbate the other risks that we
face. Moreover, the speed with which information spreads through news, social media and other sources on the Internet and the
ease with which customers transact may amplify the onset and negative effects from such perceptions, such as rapid deposit
withdrawals or other outflows.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
As a financial services company entrusted with the safeguarding of sensitive information, including sensitive personal
information, we believe that a strong enterprise cybersecurity program is a vital component of effectively managing risks
related to the confidentiality, integrity and availability of our data. While no organization can eliminate cybersecurity and
technology risk entirely, we devote significant resources to a cybersecurity program designed to mitigate such risks. For further
discussion of cybersecurity and technology risk, and related risks for our business, see “Item 1A. Risk Factors.”
We manage cybersecurity and technology risk at the enterprise level according to our Framework, as described in more detail
under “Part II—Item 7. MD&A—Risk Management” in this Report, which uses a three lines of defense model. Our
cybersecurity and technology risks are managed programmatically under the “operational risk” category of our Framework.
Through this Framework, we establish practices for assessing our risk posture and executing key controls for cybersecurity and
technology risk, data management, and oversight of third parties with which we do business.
These operational risks are managed within a governance structure that consists of defined roles and responsibilities, formal
governance bodies, and processes, policies and standards.
Our policies and procedures define an overall, enterprise-wide approach for managing cybersecurity and technology risk. They
establish the following process to identify, assess and manage such risks across our three lines of defense:
1.Identification: We evaluate the activities of our lines of business on a regular basis to identify potential cybersecurity and
technology risk, including cybersecurity threats and vulnerabilities. This process takes into account the changing business
environment, the technology and cyber threat landscape, and the objectives of the line of business being assessed.
2.Assessment, Measurement and Response: Management assesses identified risks to estimate such risk’s potential severity and
the likelihood of occurrence. Once a risk is identified and measured, management determines the appropriate response,
including determining whether to accept the risk in accordance with our established risk appetite, or alternatively to implement
new controls, enhance existing controls, and/or develop additional mitigation strategies to reduce the impact of the risk.
3.Monitoring and Testing: Management is required to evaluate the effectiveness of risk management practices and controls
through monitoring of key risk indicator metrics, testing and other activities. Identified issues are remediated, addressed via
mitigation plans, or escalated, in line with our risk appetite.
4.Aggregation, Reporting and Escalation: Management collects and aggregates risks across the Company in order to support
strategic decision-making and to measure overall risk performance against risk appetite metrics. Management also establishes
processes designed to escalate, report, and address risks and deficiencies within different business lines, according to the
requirements of our policies. For additional information regarding the escalation of these risks to the Board of Directors, see
“Governance” below.
Our policies and procedures collectively help execute a risk management approach designed to account for cybersecurity threats
specifically targeting us, as well as those that may arise from our engagement with business partners, customers, service
providers and other third parties. For example, our third-party risk management policy is designed to help enable timely and
effective identification, measurement, and management of third-party risks throughout the lifecycle of such relationships, which
includes planning, due diligence and third-party selection, contracting, risk-based monitoring, and termination. We also assess,
identify, and manage cybersecurity and technology risks associated with our merger and acquisition activities. See
“Governance” below for more information.
46
Capital One Financial Corporation (COF)
As part of our cybersecurity program, we employ a range of security mechanisms and controls throughout our technology
environment, which include the use of tools and techniques designed to search for cybersecurity threats and vulnerabilities, as
well as processes designed to address such threats and vulnerabilities. We also engage a number of external service providers
with additional knowledge and capabilities in cybersecurity threat intelligence, detection, and response. When appropriate, we
leverage partnerships with relevant government entities, law enforcement agencies, and industry information sharing forums,
such as the Financial Services Information Sharing and Analysis Center (“FS-ISAC”), to further inform our understanding of
the threat environment and how to effectively defend the Company against such threats. These defenses include, among other
things, a range of cyber educational initiatives that we design and deliver to employees across the enterprise to promote best
practices for protecting our information and data, and reporting cyber threats and other risks to corporate systems, data, and
facilities. Employees are required to annually certify their completion of training on both cybersecurity and data privacy, and
our cyber education program implements targeted testing and training focused on high-risk populations and responding to an
evolving threat landscape.
We also maintain an Enterprise Cyber Response Plan (“ECRP”) designed to handle potential or actual cybersecurity events that
could impact us and our personnel, data, systems and customers. The ECRP defines the roles and responsibilities of various
teams, individuals, and stakeholders in performing this enterprise response, guides decision making for taking actions and
escalations to our executive management and the Board of Directors, as appropriate, and helps to plan follow-on actions that
seek to reduce the likelihood of similar events’ recurrence in the future. The ECRP is reviewed and refined periodically and
refinement is informed in part by a series of table-top exercises that we conduct over the course of the year.
We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, such as the
2019 Cybersecurity Incident, have materially affected our overall business strategy, results of operations, or financial condition.
For further discussion of cybersecurity, and related risks for our business, see “Item 1A. Risk Factors” under the headings “We
face risks related to our operational, technological and organizational infrastructure,” and “A cyber-attack or other security
incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results
in the theft, loss, manipulation or misuse of information (including personal information), or the disabling of systems and
access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage,
legal exposure and business disruptions.”
Governance
The Board of Directors is responsible for providing oversight of our Framework. The Risk Committee of the Board of Directors
(“Risk Committee”) assists the full Board of Directors in discharging these responsibilities.
The Risk Committee is responsible for overseeing our Framework, including cybersecurity and technology risk. The Risk
Committee regularly receives reports from management on our cybersecurity and technology risk profile, and key enterprise
cybersecurity initiatives, and on any identified significant threats or incidents, or new risk developments, which, in the
aggregate, are intended to present an overall view on the status of our cybersecurity program and the Company’s compliance
with applicable legal and regulatory requirements.
The Risk Committee coordinates with the full Board of Directors regarding the strategic implications of cybersecurity and
technology risks.
At least annually, the Board of Directors, either directly or through the Risk Committee, reviews our technology strategy with
the Chief Information Officer (“CIO”); reviews our cybersecurity program with the Chief Information Security Officer
(“CISO”) and the Chief Technology Risk Officer (“CTRO”); and approves our cybersecurity policy and program. In addition,
the Risk Committee and the Board of Directors participate in periodic cybersecurity education sessions.
We assess and manage risk at the enterprise level according to our Framework using a three lines of defense model. For
cybersecurity and technology risks,
our first line of defense includes the following:
•
Chief Information Security Officer: The CISO establishes and manages the enterprise-wide cybersecurity program.
•
Chief Information Officer: The CIO oversees the establishment of appropriate governance, processes, and
accountabilities within each business area to comply with our internal policies.
47
Capital One Financial Corporation (COF)
our second line of defense includes the following:
•
Chief Technology Risk Officer: The CTRO provides independent oversight of our cybersecurity programs and
challenges of first line risk management and risk-taking activities pertaining to cybersecurity and technology risk.
•
The Executive Risk Committee: This committee provides a forum for our top management to have integrated
discussions of risk management across the enterprise, including cybersecurity and technology risk, with the purpose of
ensuring prioritization and awareness, encouraging alignment, and coordinating risk management activities among key
executives. Primary responsibility for specialized risk categories, such as cybersecurity and technology, can also be
delegated to other senior management sub-committees, as appropriate.
our third line of defense is comprised of:
•
Internal Audit: Our internal audit team provides independent and objective assurance to senior management and to
the Board of Directors that our cybersecurity and technology risk management processes are designed and working as
intended.
In order to be appointed to one of the roles described above, we require the individuals to possess significant relevant
experience and expertise in information security, technology, risk management or audit, as demonstrated by a combination of
prior employment, possession of relevant industry certifications or related degrees, and other competencies and qualifications.
In particular, our CISO has more than 30 years of cybersecurity and information technology experience, including for nearly
five years as CISO at a major global technology company before joining the Company, and holds a CISO Certificate from
Carnegie Mellon’s Heinze College. Our CTRO has been in cybersecurity for approximately 25 years and spent over three years
as the global CISO of a G-SIB. Prior to that, he served as a senior executive in cybersecurity in the U.S. government. Our CIO
has been with the Company for approximately 20 years, during which he has overseen multiple technology transformation
initiatives, including the Company’s transition to the public cloud. He holds degrees in physics and business administration
from Harvard University.
Item 2. Properties
Our corporate and banking real estate portfolio consists of approximately 10.2 million square feet of owned or leased office and
retail space, which is used to support our business. Of this overall portfolio, approximately 8.4 million square feet of space is
dedicated for various corporate office uses and approximately 1.8 million square feet of space is for bank branches and cafés.
Our 8.4 million square feet of corporate office space consists of approximately 5.9 million square feet of owned space and 2.5
million square feet of leased space. We maintain corporate office space primarily in Virginia, New York and Texas including
our headquarters located in McLean, Virginia.
Our 1.8 million square feet for bank branches and cafés is located primarily across New York, Louisiana, Texas, Maryland,
Virginia, New Jersey and the District of Columbia and consists of approximately 1.1 million square feet of leased space and
713 thousand square feet of owned space. See “Part II—Item 8. Financial Statements and Supplementary Data—Note 8—
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 “Part II—Item 8. Financial Statements and
Supplementary Data—Note 19—Commitments, Contingencies, Guarantees and Others.”
Item 4. Mine Safety Disclosures
Not applicable.
48
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, 2025, there were 8,201
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.”
49
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, 2019 and ended December 31, 2024. 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)
$189
$197
$174
Capital One
S&P 500 Index
S&P Financial Index
2019
2020
2021
2022
2023
2024
$0
$50
$100
$150
$200
$250
December 31,
2019
2020
2021
2022
2023
2024
Capital One . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 100.00
$ 97.32
$ 145.28
$ 94.95
$ 137.03
$ 189.44
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00
118.40
152.39
124.79
157.59
197.02
S&P Financial Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00
98.31
132.75
118.77
133.20
173.90
50
Capital One Financial Corporation (COF)
Recent Sales of Unregistered Securities
We did not have any sales of unregistered equity securities in 2024.
Issuer Purchases of Equity Securities
The following table presents information related to repurchases of shares of our common stock for each calendar month in the
fourth quarter of 2024. Commission costs are excluded from the amounts presented below.
Total Number
of Shares
Purchased(1)
Average
Price
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans(1)
Maximum
Amount That May
Yet be Purchased
Under the Publicly
Announced Plans (1)
(in millions)
October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
402,507
$
155.40
402,507
$
4,121
November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
414,445
179.40
345,006
4,058
December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129,962
187.79
129,962
4,034
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
946,914
170.35
877,475
__________
(1)
In April 2022, our Board of Directors authorized the repurchase of up to $5.0 billion of shares of our common stock. There were 69,439 shares withheld
in November, to cover taxes on restricted stock awards whose restrictions lapsed. See “Item 7. MD&A—Capital Management—Dividend Policy and
Stock Purchases” for more information.
51
Capital One Financial Corporation (COF)
Item 6. [Reserved]
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 Report. All statements that address operating
performance, events or developments that we expect or anticipate will occur in the future 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, 2024 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 and financial condition, including
capital and liquidity management, 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,
2024 and accompanying notes. MD&A is organized in the following sections:
• Selected Financial Data
• Capital Management
• Executive Summary
• Risk Management
• Consolidated Results of Operations
• Credit Risk Profile
• Consolidated Balance Sheets Analysis
• Liquidity Risk Profile
• Off-Balance Sheet Arrangements
• Market Risk Profile
• Business Segment Financial Performance
• Supplemental Tables
• Critical Accounting Policies and Estimates
• Glossary and Acronyms
• Accounting Changes and Developments
52
Capital One Financial Corporation (COF)
SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data and performance metrics for the three-year period ended
December 31, 2024, 2023 and 2022. We also provide selected key metrics we use in evaluating our performance, including
certain metrics that are computed using non-GAAP measures. We consider these metrics to be key financial measures that
management uses in assessing our operating performance, capital adequacy and the level of returns generated. We believe these
non-GAAP metrics provide useful insight to investors and users of our financial information as they provide an alternate
measurement of our performance and assist in assessing our capital adequacy and the level of return generated. These non-
GAAP measures should not be viewed as a substitute for reported results determined in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”), nor are they necessarily comparable to non-GAAP
measures that may be presented by other companies.
Three-Year Summary of Selected Financial Data
Income statement
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 46,034
$ 41,938
$ 31,237
10 %
34 %
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,826
12,697
4,123
17
**
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 31,208
$ 29,241
$ 27,114
7
8
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,904
7,546
7,136
5
6
Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39,112
36,787
34,250
6
7
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,716
10,426
5,847
12
78
Non-interest expense:
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,562
4,009
4,017
14
—
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,924
16,307
15,146
4
8
Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,486
20,316
19,163
6
6
Income from continuing operations before income taxes . . . . . . . . . . . . .
5,910
6,045
9,240
(2)
(35)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,163
1,158
1,880
—
(38)
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . .
4,747
4,887
7,360
(3)
(34)
Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . .
3
—
—
**
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,750
4,887
7,360
(3)
(34)
Dividends and undistributed earnings allocated to participating securities
(77)
(77)
(88)
—
(13)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(228)
(228)
(228)
—
—
Net income available to common stockholders . . . . . . . . . . . . . . . . . . .
$
4,445
$
4,582
$
7,044
(3)
(35)
Common share statistics
Basic earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.60
$
11.98
$
17.98
(3) %
(33) %
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
0.01
—
—
**
—
Net income per basic common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.61
$
11.98
$
17.98
(3)
(33)
Diluted earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.58
$
11.95
$
17.91
(3) %
(33) %
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . .
0.01
—
—
**
—
Net income per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.59
$
11.95
$
17.91
(3)
(33)
Common shares outstanding (period-end, in millions) . . . . . . . . . . . . . . .
381.2
380.4
381.3
—
—
Dividends declared and paid per common share . . . . . . . . . . . . . . . . . . . .
$
2.40
$
2.40
$
2.40
—
—
Book value per common share (period-end) . . . . . . . . . . . . . . . . . . . . . . .
159.44
152.71
137.90
4
11
Tangible book value per common share (period-end)(1) . . . . . . . . . . . . . .
106.97
99.78
86.11
7
16
(Dollars in millions, except per share data and as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
53
Capital One Financial Corporation (COF)
Common dividend payout ratio(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.67 %
20.03 %
13.35 %
1
7
Stock price per common share (period-end) . . . . . . . . . . . . . . . . . . . . . . .
$ 178.32
$ 131.12
$
92.96
36
41
Total market capitalization (period-end) . . . . . . . . . . . . . . . . . . . . . . . . . .
67,981
49,877
35,447
36
41
Balance sheet (average balances)
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 317,421
$ 311,541
$ 292,238
2 %
7 %
Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
453,481
441,238
406,646
3
9
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
480,451
467,807
440,538
3
6
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
324,297
313,737
277,208
3
13
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
351,168
343,554
313,551
2
10
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,465
49,332
51,006
(2)
(3)
Common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,953
50,349
50,279
9
—
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59,799
55,195
55,125
8
—
Selected performance metrics
Purchase volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 654,436
$ 620,290
$ 587,283
6 %
6 %
Total net revenue margin(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.62 %
8.34 %
8.42%
28 bps
(8) bps
Net interest margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.88
6.63
6.67
25
(4)
Return on average assets(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.99
1.04
1.67
(5)
(63)
Return on average tangible assets(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.02
1.08
1.73
(6)
(65)
Return on average common equity(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.08
9.10
14.01
(102)
(491)
Return on average tangible common equity(7)
. . . . . . . . . . . . . . . . . . . . . .
11.18
13.04
19.91
(186)
(687)
Equity-to-assets ratio(8)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.45
11.80
12.51
65
(71)
Efficiency ratio(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54.93
55.23
55.95
(30)
(72)
Operating efficiency ratio(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43.27
44.33
44.22
(106)
11
Adjusted operating efficiency ratio(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.35
43.54
44.53
(119)
(99)
Effective income tax rate from continuing operations . . . . . . . . . . . . . . . .
19.7
19.2
20.3
50
(110)
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,748
$
8,414
$
3,973
28 %
112 %
Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.39%
2.70%
1.36 %
69 bps
134 bps
(Dollars in millions, except per share data and as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
Balance sheet (period-end)
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 327,775
$ 320,472
$ 312,331
2 %
3 %
Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
463,058
449,701
427,248
3
5
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
490,144
478,464
455,249
2
5
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336,585
320,389
300,789
5
7
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
362,707
348,413
332,992
4
5
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,551
49,856
48,715
(9)
2
Common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,938
53,244
47,737
5
12
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,784
58,089
52,582
5
10
Credit quality metrics
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,258
$ 15,296
$ 13,240
6 %
16 %
Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.96%
4.77%
4.24%
19 bps
53 bps
30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . .
3.69
3.71
2.96
(2)
75
30+ day delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.98
3.99
3.21
(1)
78
December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
54
Capital One Financial Corporation (COF)
Capital ratios
Common equity Tier 1 capital(12) . . . . . . . . . . . . . . . . . . . . . . . . . .
13.5%
12.9%
12.5%
60 bps
40 bps
Tier 1 capital(12)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14.8
14.2
13.9
60
30
Total capital(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.4
16.0
15.8
40
20
Tier 1 leverage(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.6
11.2
11.1
40
10
Tangible common equity(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.6
8.2
7.5
40
70
Supplementary leverage(12)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.9
9.6
9.5
30
10
Other
Employees (period end, in thousands) . . . . . . . . . . . . . . . . . . . . . .
52.6
52.0
56.0
1 %
(7) %
December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
__________
(1)
Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity (“TCE”) divided by common shares
outstanding. See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures.
(2)
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.
(3)
Total net revenue margin is calculated based on total net revenue for the period divided by average interest-earning assets for the period.
(4)
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.
(5)
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 “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for additional information on non-
GAAP measures.
(6)
Return on average common equity is calculated based on net income (loss) 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.
(7)
Return on average tangible common equity is a non-GAAP measure calculated based on net income (loss) available to common stockholders less income
(loss) from discontinued operations, net of tax, for the period, divided by average TCE. Our calculation of return on average TCE may not be comparable
to similarly-titled measures reported by other companies. See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for additional
information on non-GAAP measures.
(8)
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)
Adjusted operating efficiency ratio is a non-GAAP measure. See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for a
reconciliation of our adjusted operating efficiency ratio (non-GAAP) to our operating efficiency ratio (GAAP).
(12)
Capital ratios are calculated based on the Basel III standardized approach framework. See “Capital Management” for additional information.
(13)
Tangible common equity ratio is a non-GAAP measure calculated based on TCE divided by tangible assets. See “Supplemental Table—Table B—
Reconciliation of Non-GAAP Measures” for the calculation of this measure and reconciliation to the comparative U.S. GAAP measure.
** Not meaningful.
55
Capital One Financial Corporation (COF)
EXECUTIVE SUMMARY
Financial Highlights
We reported net income of $4.8 billion ($11.59 per diluted common share) on total net revenue of $39.1 billion for 2024. In
comparison, we reported net income of $4.9 billion ($11.95 per diluted common share) on total net revenue of $36.8 billion for
2023 and net income of $7.4 billion ($17.91 per diluted common share) on total net revenue of $34.3 billion for 2022.
Our CET1 capital ratio as calculated under the Basel III standardized approach was 13.5% and 12.9% of December 31, 2024
and 2023, respectively. See “Capital Management” for additional information.
For the year ended December 31, 2024, we declared and paid common stock dividends of $937 million and repurchased
$553 million of shares of our common stock. See “Capital Management—Dividend Policy and Stock Purchases” for additional
information.
Below are additional highlights of our performance in 2024. These highlights are based on a comparison between the results of
2024 and 2023, 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, 2024 compared to December 31, 2023. We provide a
more detailed discussion of our financial performance in the sections following this “Executive Summary.”
Total Company Performance
•
Earnings:
Our net income decreased by $137 million to $4.8 billion in 2024 compared to 2023 primarily driven by:
◦
Higher provision for credit losses primarily driven by higher net charge-offs in our domestic credit card loan
portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program
Termination, partially offset by a lower allowance build.
◦
Higher non-interest expense primarily driven by growth in our Credit Card business, including increased
marketing spend.
These drivers were partially offset by:
◦
Higher net-interest income primarily driven by higher average loan balances and margins in our credit card loan
portfolio, including the impacts of the elimination of revenue sharing provisions due to the Walmart Program
Termination, partially offset by higher rates paid on interest-bearing deposits.
•
Loans Held for Investment:
◦
Period-end loans held for investment increased by $7.3 billion to $327.8 billion as of December 31, 2024 from
December 31, 2023 primarily driven by growth in our credit card loan portfolio.
◦
Average loans held for investment increased by $5.9 billion to $317.4 billion in 2024 compared to 2023 primarily
driven by growth in our credit card loan portfolio.
•
Net Charge-Off and Delinquency Metrics:
◦
Our net charge-off rate increased by 69 basis points (“bps”) to 3.39% in 2024 compared to 2023.
◦
Our 30+ day delinquency rate remained substantially flat at 3.98% as of December 31, 2024 compared to 3.99%
as of December 31, 2023.
•
Allowance for Credit Losses: Our allowance for credit losses increased by $962 million to $16.3 billion and our
allowance coverage ratio increased by 19 bps to 4.96% as of December 31, 2024 compared to December 31, 2023
primarily driven by an allowance build due to the Walmart Program Termination in the second quarter of 2024.
56
Capital One Financial Corporation (COF)
CONSOLIDATED RESULTS OF OPERATIONS
The section below provides a comparative discussion of our consolidated financial performance for 2024, 2023 and 2022. We
provide a discussion of our business segment results in the following section, “Business Segment Financial Performance.” This
section should be read together with our “Executive Summary,” 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, net of reversals, on loans that we deem collectible. Our net interest margin 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.
57
Capital One Financial Corporation (COF)
Table 1 below presents the average outstanding balance, interest income earned, interest expense incurred and average yield for
2024, 2023 and 2022 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
Assets:
Interest-earning assets:
Loans:(2)
Credit card . . . . . . . . . . . . . . . . . . . . .
$ 153,115
$ 29,226
19.09%
$ 141,675
$ 26,267
18.54%
$ 121,055
$ 19,626
16.21%
Consumer banking . . . . . . . . . . . . . .
75,974
6,612
8.70
77,514
6,041
7.79
80,511
5,782
7.18
Commercial banking(3) . . . . . . . . . . .
89,007
6,301
7.08
92,984
6,363
6.84
92,273
3,702
4.01
Other(4) . . . . . . . . . . . . . . . . . . . . . . .
—
(1,245)
**
—
(1,261)
**
—
(200)
**
Total loans, including loans held for sale
318,096
40,894
12.86
312,173
37,410
11.98
293,839
28,910
9.84
Investment securities . . . . . . . . . . . . . . .
90,250
2,873
3.18
89,105
2,550
2.86
90,608
1,884
2.08
Cash equivalents and other interest-
earning assets . . . . . . . . . . . . . . . . . . . . .
45,135
2,267
5.02
39,960
1,978
4.95
22,199
443
2.00
Total interest-earning assets . . . . . . . . . .
453,481
46,034
10.15
441,238
41,938
9.50
406,646
31,237
7.68
Cash and due from banks . . . . . . . . . . . .
3,793
3,869
5,054
Allowance for credit losses . . . . . . . . . .
(15,968)
(14,290)
(11,620)
Premises and equipment, net . . . . . . . . .
4,409
4,373
4,265
Other assets . . . . . . . . . . . . . . . . . . . . . . .
34,736
32,617
36,193
Total assets . . . . . . . . . . . . . . . . . . . . . . .
$ 480,451
$ 467,807
$ 440,538
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
Interest-bearing deposits . . . . . . . . . .
$ 324,297
$ 11,493
3.54%
$ 313,737
$
9,489
3.02%
$ 277,208
$
2,535
0.91%
Securitized debt obligations . . . . . . .
16,507
958
5.80
17,675
959
5.42
15,603
384
2.46
Senior and subordinated notes . . . . .
31,529
2,333
7.40
31,109
2,204
7.08
29,286
1,074
3.67
Other borrowings and interest-
bearing liabilities(5) . . . . . . . . . . . . . .
2,424
42
1.71
2,394
45
1.89
7,800
130
1.67
Total interest-bearing liabilities . . . . . . .
374,757
14,826
3.96
364,915
12,697
3.48
329,897
4,123
1.25
Non-interest-bearing deposits . . . . . . . . .
26,871
29,817
36,343
Other liabilities . . . . . . . . . . . . . . . . . . . .
19,024
17,880
19,173
Total liabilities . . . . . . . . . . . . . . . . . . . .
420,652
412,612
385,413
Stockholders’ equity . . . . . . . . . . . . . . . .
59,799
55,195
55,125
Total liabilities and stockholders’ equity
$ 480,451
$ 467,807
$ 440,538
Net interest income/spread . . . . . . . . . . . . . . . . . . . . . .
$ 31,208
6.20
$ 29,241
6.03
$ 27,114
6.43
Impact of non-interest-bearing funding . . . . . . . . . . . . . . . . . . . . . . .
0.68
0.60
0.24
Net interest margin(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.88%
6.63 %
6.67%
Year Ended December 31,
2024
2023
2022
(Dollars in millions)
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate(1)
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate(1)
Average
Balance
Interest
Income/
Expense
Average
Yield/
Rate(1)
__________
(1)
Average yield is calculated based on interest income for the period divided by average loans during the period. Interest income does not include any
allocations, such as funds transfer pricing. Average yield is calculated using whole dollar values for average balances and interest income/expense.
(2)
Past due fees, net of reversals, included in interest income totaled approximately $2.3 billion in 2024, $2.2 billion in 2023 and $1.9 billion in 2022.
(3)
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% 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 $79 million in 2024 and $74 million in both 2023 and 2022, with corresponding reductions to the Other category.
(4)
Interest income/expense in the Other category 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.
(5)
Includes amounts related to entities that provide capital to low-income and rural communities of $2.0 billion, $1.8 billion and $1.7 billion in 2024, 2023
and 2022, respectively. Related interest expense was $31 million, $32 million and $29 million for 2024, 2023 and 2022, respectively.
(6)
The Walmart Program Termination increased net interest margin by 13 bps in 2024.
58
Capital One Financial Corporation (COF)
**
Not meaningful.
Net interest income increased by $2.0 billion to $31.2 billion in 2024 compared to 2023 primarily driven by higher average loan
balances and margins in our credit card loan portfolio, including the impacts of the elimination of revenue sharing provisions
due to the Walmart Program Termination, partially offset by higher rates paid on interest-bearing deposits.
Net interest margin increased by 25 bps to 6.88% in 2024 compared to 2023 primarily driven by higher asset yields and growth
in our credit card loan portfolio, partially offset by higher rates paid on interest-bearing deposits.
Our total company cumulative interest-bearing deposit beta for the rising rate cycle peaked at 62% in the second quarter of
2024 before the federal funds rate began to decrease. As of December 31, 2024, our total company cumulative deposit beta for
the falling rate cycle was 11% as our total company deposit rate decreased as the federal funds rate decreased.
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)
2024 vs. 2023
2023 vs. 2022
(Dollars in millions)
Total Variance
Volume
Rate
Total Variance
Volume
Rate
Interest income:
Loans:
Credit card . . . . . . . . . . . . . . . . . . . . . . . .
$
2,959 $ 2,166 $
793 $
6,641 $ 3,584 $ 3,057
Consumer banking . . . . . . . . . . . . . . . . . .
571
(120)
691
259
(215)
474
Commercial banking(2) . . . . . . . . . . . . . .
(62)
(272)
210
2,661
29
2,632
Other(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
16
—
16
(1,061)
— (1,061)
Total loans, including loans held for sale . .
3,484
1,774
1,710
8,500
3,398
5,102
Investment securities . . . . . . . . . . . . . . . . . .
323
33
290
666
(31)
697
Cash equivalents and other interest-earning
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289
259
30
1,535
476
1,059
Total interest income . . . . . . . . . . . . . . . . . .
4,096
2,066
2,030
10,701
3,843
6,858
Interest expense:
Interest-bearing deposits . . . . . . . . . . . . .
2,004
328
1,676
6,954
371
6,583
Securitized debt obligations . . . . . . . . . .
(1)
(64)
63
575
56
519
Senior and subordinated notes . . . . . . . . .
129
30
99
1,130
71
1,059
Other borrowings and liabilities . . . . . . .
(3)
1
(4)
(85)
(90)
5
Total interest expense . . . . . . . . . . . . . . . . . .
2,129
295
1,834
8,574
408
8,166
Net interest income . . . . . . . . . . . . . . . . . . .
$
1,967 $ 1,771 $
196 $
2,127 $ 3,435 $ (1,308)
__________
(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)
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% and state taxes where applicable, with offsetting
reductions to the Other category.
(3)
Interest income/expense in the Other category 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.
59
Capital One Financial Corporation (COF)
Non-Interest Income
Table 3 displays the components of non-interest income for 2024, 2023 and 2022.
Table 3: Non-Interest Income
Interchange fees, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,882
$
4,793
$
4,606
Service charges and other customer-related fees . . . . . . . . . . . . . . . . . . . . .
1,976
1,667
1,625
Net securities losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(34)
(9)
Other(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,081
1,120
914
Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,904
$
7,546
$
7,136
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
________
(1)
Primarily consists of revenue from Capital One Shopping, treasury and other investment income and commercial mortgage banking revenue.
(2)
Includes gains of $94 million and $86 million and losses of $78 million on deferred compensation plan investments for 2024, 2023 and 2022,
respectively. These amounts have corresponding offsets in non-interest expense.
Non-interest income increased by $358 million to $7.9 billion in 2024 compared to 2023 primarily driven by higher capital
markets activity in our Commercial Banking business and growth in our Credit Card business.
60
Capital One Financial Corporation (COF)
Provision for Credit Losses
Our provision for credit losses in each period is driven by net charge-offs, changes to the allowance for credit losses and
changes to the reserve for unfunded lending commitments. We recorded a provision for credit losses of $11.7 billion in 2024,
$10.4 billion in 2023 and $5.8 billion in 2022.
Our provision for credit losses increased by $1.3 billion to $11.7 billion in 2024 as compared to 2023 driven by higher net
charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to
the Walmart Program Termination, partially offset by a lower allowance build.
We provide additional information on the provision for credit losses and changes in the allowance for credit losses within
“Credit Risk Profile” and “Item 8. Financial Statements and Supplementary Data—Note 5—Allowance for Credit Losses and
Reserve for Unfunded Lending Commitments.” For information on the allowance methodology for each of our loan categories,
see “Item 8. Financial Statements and Supplementary Data—Note 1—Summary of Significant Accounting Policies.”
61
Capital One Financial Corporation (COF)
Non-Interest Expense
Table 4 displays the components of non-interest expense for 2024, 2023 and 2022.
Table 4: Non-Interest Expense
Operating Expense: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Salaries and associate benefits(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9,398 $
9,302 $
8,425
Occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,366
2,160
2,050
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,610
1,268
1,807
Communications and data processing . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,462
1,383
1,379
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
82
70
Other non-interest expense: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bankcard, regulatory and other fee assessments . . . . . . . . . . . . . . . . .
304
548
264
Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366
353
331
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,341
1,211
820
Total other non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,011
2,112
1,415
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16,924 $
16,307 $
15,146
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,562
4,009
4,017
Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
21,486 $
20,316 $
19,163
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
_________
(1)
Includes expenses of $94 million and $86 million and a benefit of $78 million related to our deferred compensation plan for 2024, 2023 and 2022,
respectively. These amounts have corresponding offsets from investments in other non-interest income.
Non-interest expense increased by $1.2 billion to $21.5 billion in the year ended 2024 compared to 2023, primarily driven by
growth in our Credit Card business, including increased marketing spend.
For the year ended December 31, 2024, we have incurred $234 million of integration expenses related to the Transaction,
primarily driven by professional services, which are included within operating expense in our consolidated statements of
income.
62
Capital One Financial Corporation (COF)
Income Taxes
We recorded an income tax provision of $1.2 billion (19.7% effective income tax rate), $1.2 billion (19.2% effective income tax
rate) and $1.9 billion (20.3% effective income tax rate) in 2024, 2023 and 2022, 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.
Our effective income tax rate in 2024 increased by 0.5% compared to 2023. We recorded discrete tax benefit of $27 million in
2024, discrete tax expense of $6 million in 2023, and discrete tax benefit of $71 million in 2022.
We provide additional information on items affecting our income taxes and effective tax rate in “Item 8. Financial Statements
and Supplementary Data—Note 16—Income Taxes.”
63
Capital One Financial Corporation (COF)
CONSOLIDATED BALANCE SHEETS ANALYSIS
Total assets increased by $11.7 billion to $490.1 billion as of December 31, 2024 from December 31, 2023 primarily driven by
higher loans held for investment and securities available for sale balances.
Total liabilities increased by $9.0 billion to $429.4 billion as of December 31, 2024 from December 31, 2023 primarily driven
by deposit growth due to our national consumer banking strategy, partially offset by net maturities and paydowns of our
securitized debt obligations. Our national consumer banking strategy includes our national brand and marketing strategy, cafés
and tech / digital investments, which have enabled us to both deepen and grow our overall customer base.
Stockholders’ equity increased by $2.7 billion to $60.8 billion as of December 31, 2024 from December 31, 2023 primarily
driven by net income of $4.8 billion, partially offset by stock dividends and an increase in accumulated other comprehensive
loss.
The following is a discussion of material changes in the major components of our assets and liabilities during 2024. Period-end
balance sheet amounts may vary from average balance sheet amounts due to the timing of normal balance sheet management
activities that are intended to support our capital and liquidity positions, our market risk profile and the needs of our customers.
Investment Securities
Our investment securities portfolio consists of the following: U.S. government-sponsored enterprise or agency (“GSE” or
“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% and 97% of our total investment securities portfolio as of December 31, 2024 and 2023,
respectively.
The fair value of our available for sale securities portfolio increased by $3.9 billion to $83.0 billion as of December 31, 2024
from December 31, 2023, primarily driven by net purchases. See “Item 8. Financial Statements and Supplementary Data—Note
3—Investment Securities” for more information.
Loans Held for Investment
Total loans held for investment consists of both unsecuritized loans and loans held in our consolidated trusts. Table 5
summarizes, by portfolio segment, the carrying value of our loans held for investment, the allowance for credit losses and net
loan balance as of December 31, 2024 and 2023.
Table 5: Loans Held for Investment
Credit Card . . . . . . . . . . . . . .
$
162,508 $
(12,974) $
149,534 $
154,547 $
(11,709) $
142,838
Consumer Banking . . . . . . . .
78,092
(1,884)
76,208
75,437
(2,042)
73,395
Commercial Banking . . . . . . .
87,175
(1,400)
85,775
90,488
(1,545)
88,943
Total . . . . . . . . . . . . . . . . . . . .
$
327,775 $
(16,258) $
311,517 $
320,472 $
(15,296) $
305,176
December 31, 2024
December 31, 2023
(Dollars in millions)
Loans
Allowance
Net Loans
Loans
Allowance
Net Loans
Loans held for investment increased by $7.3 billion to $327.8 billion as of December 31, 2024 compared to December 31, 2023
primarily driven by growth in our credit card loan portfolio.
We provide additional information on the composition of our loan portfolio and credit quality in “Credit Risk Profile,”
“Consolidated Results of Operations” and “Item 8. Financial Statements and Supplementary Data—Note 4—Loans.”
Funding Sources
Our primary source of funding comes from insured retail deposits, as they are a relatively stable and lower cost source of
funding. In addition to deposits, we raise funding through the issuance of senior and subordinated notes, securitized debt
64
Capital One Financial Corporation (COF)
obligations, federal funds purchased, securities loaned or sold under agreements to repurchase, and Federal Home Loan Bank
(“FHLB”) advances secured by certain portions of our loan and securities portfolios.
Table 6 provides the composition of our primary sources of funding as of December 31, 2024 and 2023.
Table 6: Funding Sources Composition
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
% of Total
Amount
% of Total
Deposits:
Consumer Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
318,329
78 % $
296,171
74 %
Commercial Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,691
8
32,712
8
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,687
3
19,530
5
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
362,707
89
348,413
87
Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,264
3
18,043
5
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,287
8
31,813
8
Total funding sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
408,258
100 % $
398,269
100 %
__________
(1)
Includes brokered deposits of $11.6 billion and $18.5 billion as of December 31, 2024 and 2023, respectively.
Total deposits increased by $14.3 billion to $362.7 billion as of December 31, 2024 from December 31, 2023 primarily driven
by our national consumer banking strategy, partially offset by maturities in brokered deposits.
As of December 31, 2024 and 2023, we held $64.9 billion and $64.2 billion, respectively, of estimated uninsured deposits.
These amounts were primarily comprised of checking and savings deposits. These estimated uninsured deposits comprised
approximately 18% of our total deposits as of both December 31, 2024 and 2023. We estimate our uninsured amounts based on
methodologies and assumptions used for our “Consolidated Reports of Condition and Income” (FFIEC 031) filed with the
Federal Banking Agencies, adjusted to exclude intercompany balances and cash collateral received on certain derivative
contracts which are not presented within deposits on our consolidated balance sheet.
Securitized debt obligations decreased by $3.8 billion to $14.3 billion as of December 31, 2024 from December 31, 2023
primarily driven by net maturities of securitized debt obligations.
Other debt decreased by $526 million to $31.3 billion as of December 31, 2024 from December 31, 2023 primarily driven by
net maturities of unsecured senior debt.
We provide additional information on our funding sources in “Liquidity Risk Profile” and “Item 8. Financial Statements and
Supplementary Data—Note 9—Deposits and Borrowings.”
65
Capital One Financial Corporation (COF)
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 make these estimates.
Deferred tax assets, net of deferred tax liabilities and valuation allowances, were approximately $9.1 billion as of December 31,
2024, an increase of $1.1 billion from December 31, 2023. The increase in our net deferred tax assets was primarily driven by
an increase in our capitalized research costs, an increase in unrealized losses related to our available for sale securities and
derivatives and an increase in our allowance for credit losses.
Our recorded valuation allowance balances were $529 million and $496 million as of December 31, 2024 and 2023,
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 “Consolidated Results of Operations” and “Item 8. Financial Statements
and Supplementary Data—Note 16—Income Taxes.”
66
Capital One Financial Corporation (COF)
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 “Item 8. Financial Statements and Supplementary Data—Note 6—Variable Interest Entities and
Securitizations” and “Item 8. Financial Statements and Supplementary Data—Note 19—Commitments, Contingencies,
Guarantees and Others.”
67
Capital One Financial Corporation (COF)
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 that are not part of a business segment are included in the Other category, such as the
management of our corporate investment portfolio and asset/liability positions performed by our centralized Corporate Treasury
group and any residual tax expense or benefit beyond what is assessed to our business segments in order to arrive at the
consolidated effective tax rate. The Other category also includes unallocated corporate expenses that do not directly support the
operations of the business segments or for which the business segments are not considered financially accountable in evaluating
their performance, such as certain restructuring charges and integration expenses related to the Transaction.
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 revenues 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
transfer pricing process, which is primarily based on a matched funding concept that takes into consideration market interest
rates. Our funds transfer pricing process is managed by our centralized Corporate Treasury group and 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 business segment. The allocation is unique to each business segment and acquired business and is
based on the composition of assets and liabilities. The funds transfer pricing process considers the interest rate and liquidity risk
characteristics of assets and liabilities and off-balance sheet products. Periodically, the methodology and assumptions utilized in
the funds transfer pricing process are adjusted to reflect economic conditions and other factors, which may impact the allocation
of net interest income to the business segments. 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, 2024, 2023 and 2022 and provide a comparative
discussion of these results for 2024 and 2023, as well as changes in our financial condition and credit performance metrics as of
December 31, 2024 compared to December 31, 2023. We provide a reconciliation of our total business segment results to our
reported consolidated results in “Item 8. Financial Statements and Supplementary Data—Note 18—Business Segments and
Revenue from Contracts with Customers.”
68
Capital One Financial Corporation (COF)
Business Segment Financial Performance
Table 7 summarizes our business segment results, which we report based on total net revenue (loss) and net income (loss) from
continuing operations, for the years ended December 31, 2024, 2023 and 2022. We provide information on the allocation
methodologies used to derive our business segment results in “Item 8. Financial Statements and Supplementary Data—Note 18
—Business Segments and Revenue from Contracts with Customers.”
Table 7: Business Segment Results
Credit Card . . . . . . . .
$ 28,164
72 %
$ 3,292
69 %
$ 25,669
70 %
$ 3,457
71 %
$ 22,355
65 %
$ 4,927
67 %
Consumer Banking . .
8,718
22
1,460
31
9,302
25
2,258
46
9,434
28
2,250
31
Commercial
Banking(3) . . . . . . . . .
3,601
9
1,209
25
3,520
10
691
14
3,590
10
843
11
Other(3) . . . . . . . . . . .
(1,371)
(3)
(1,214)
(25)
(1,704)
(5)
(1,519)
(31)
(1,129)
(3)
(660)
(9)
Total . . . . . . . . . . . . .
$ 39,112
100 %
$ 4,747
100 %
$ 36,787
100 %
$ 4,887
100 %
$ 34,250
100 %
$ 7,360
100 %
Year Ended December 31,
2024
2023
2022
Total Net
Revenue (Loss)(1)
Net Income
(Loss)(2)
Total Net
Revenue (Loss)(1)
Net Income
(Loss)(2)
Total Net
Revenue (Loss)(1)
Net Income
(Loss)(2)
(Dollars in millions)
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
Amount
% of
Total
__________
(1)
Total net revenue (loss) consists of net interest income and non-interest income.
(2)
Net income (loss) for our business segments and the Other category is based on income (loss) from continuing operations, net of tax.
(3)
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% and state taxes where applicable, with offsetting
reductions to the Other category.
69
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 annual
membership 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 $3.3 billion, $3.5 billion and $4.9 billion in 2024,
2023 and 2022, respectively.
Table 8 summarizes the financial results of our Credit Card business and displays selected key metrics for the periods indicated.
Table 8: Credit Card Business Results
Selected income statement data:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,088
$
19,729
$ 16,584
12 %
19 %
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,076
5,940
5,771
2
3
Total net revenue(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,164
25,669
22,355
10
15
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,272
8,651
4,265
19
103
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,576
12,490
11,627
9
7
Income from continuing operations before income taxes . . . . . . .
4,316
4,528
6,463
(5)
(30)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,024
1,071
1,536
(4)
(30)
Income from continuing operations, net of tax . . . . . . . . . . . . . . . .
$
3,292
$
3,457
$
4,927
(5)
(30)
Selected performance metrics:
Average loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . .
$ 152,868
$
141,572
$ 120,392
8
18
Average yield on loans(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.09%
18.54%
16.21%
55 bps
233 bps
Total net revenue margin(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.39
18.12
18.47
27
(35)
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,987
$
6,472
$
3,048
39 %
112 %
Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.88%
4.57%
2.53%
131 bps
204 bps
Purchase volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 654,436
$
620,290
$ 587,283
6 %
6 %
(Dollars in millions, except as noted)
December
31, 2024
December
31, 2023
Change
Selected period-end data:
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 162,508
$
154,547
5 %
30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . .
4.53%
4.61%
(8) bps
30+ day delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.54
4.62
(8)
Nonperforming loan rate(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.01
0.01
—
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,974
$
11,709
11 %
Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.98%
7.58%
40 bps
Year Ended December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
__________
(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 any uncollectible amounts. Total net revenue was reduced by $2.6 billion, $1.9 billion, and $946 million in 2024, 2023 and 2022, respectively, for
finance charges and fees charged-off as uncollectible.
(2)
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.
(3)
Total net revenue margin is calculated based on total net revenue for the period divided by average loans during the period.
(4)
Within our credit card loan portfolio, certain loans in our international card businesses are classified as nonperforming. See “Nonperforming Loans and
Other Nonperforming Assets” for additional information.
70
Capital One Financial Corporation (COF)
Key factors affecting the results of our Credit Card business for 2024 compared to 2023, and changes in financial condition and
credit performance between December 31, 2024 and 2023 include the following:
•
Net Interest Income: Net interest income increased by $2.4 billion to $22.1 billion in 2024 primarily driven by higher
average loan balances and margins, including the impacts of the elimination of revenue sharing provisions due to the
Walmart Program Termination.
•
Non-Interest Income: Non-interest income increased by $136 million to $6.1 billion in 2024 due to growth in our Credit
Card business.
•
Provision for Credit Losses: Provision for credit losses increased by $1.6 billion to $10.3 billion in 2024 primarily driven
by higher net charge-offs, including the impacts of the elimination of loss sharing provisions due to the Walmart
Program Termination, partially offset by a lower allowance build.
•
Non-Interest Expense: Non-interest expense increased by $1.1 billion to $13.6 billion in 2024 primarily driven by growth
in our Credit Card business and increased marketing spend.
Loans Held for Investment:
•
Period-end loans held for investment increased by $8.0 billion to $162.5 billion as of December 31, 2024 from December
31, 2023 driven by growth across our portfolio.
•
Average loans held for investment increased by $11.3 billion to $152.9 billion in 2024 compared to 2023 driven by
growth across our portfolio.
Net Charge-Off and Delinquency Metrics:
•
The net charge-off rate increased by 131 bps to 5.88% in 2024 compared to 2023.
•
The 30+ day delinquency rate decreased by 8 bps to 4.54% as of December 31, 2024 compared to December 31, 2023.
71
Capital One Financial Corporation (COF)
Domestic Card Business
The Domestic Card business generated net income from continuing operations of $3.1 billion, $3.3 billion and $4.7 billion in
2024, 2023 and 2022, respectively. In 2024, 2023 and 2022, the Domestic Card business accounted for greater than 90% of
total net revenue of our Credit Card business.
Table 8.1 summarizes the financial results for our Domestic Card business and displays selected key metrics for the periods
indicated.
Table 8.1: Domestic Card Business Results
Selected income statement data:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
20,881
$
18,610
$
15,616
12 %
19 %
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,811
5,672
5,363
2
6
Total net revenue(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,692
24,282
20,979
10
16
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,867
8,268
4,020
19
106
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,727
11,648
10,827
9
8
Income from continuing operations before income taxes . . . . . . . . .
4,098
4,366
6,132
(6)
(29)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
967
1,030
1,453
(6)
(29)
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . .
$
3,131
$
3,336
$
4,679
(6)
(29)
Selected performance metrics:
Average loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 146,000
$ 135,213
$ 114,506
8
18
Average yield on loans(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.03%
18.46%
16.07 %
57 bps
239bps
Total net revenue margin(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18.25
17.94
18.28
31
(34)
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,634
$
6,164
$
2,833
40 %
118 %
Net charge-off rate(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.91%
4.56%
2.47 %
135 bps
209bps
Purchase volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 639,341
$ 605,664
$
568,752
6 %
6 %
(Dollars in millions, except as noted)
December
31, 2024
December
31, 2023
Change
Selected period-end data:
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 155,618
$ 147,666
5 %
30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . . .
4.53%
4.61%
(8) bps
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,494
$
11,261
11 %
Allowance coverage ratio(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.03%
7.63%
40 bps
Year Ended December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
__________
(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 any uncollectible amounts. Finance charges and fees charged off as uncollectible are reflected as a reduction in total net revenue.
(2)
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.
(3)
Total net revenue margin is calculated based on total net revenue for the period divided by average loans during the period.
(4)
The Walmart Program Termination increased revenue margin by 30 bps in 2024.
(5)
The Walmart Program Termination increased the net charge-off rate by 24 bps in 2024.
(6)
The Walmart Program Termination resulted in an allowance for credit losses build of $826 million in the second quarter of 2024.
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 2024 compared to 2023 primarily driven by:
•
Higher provision for credit losses driven by higher net charge-offs, including the impacts of the elimination of loss
sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.
•
Higher non-interest expense primarily driven by growth in our Credit Card business and increased marketing spend.
72
Capital One Financial Corporation (COF)
These drivers were partially offset by:
•
Higher net interest income primarily driven by higher average loan balances and margins, including the impacts of the
elimination of revenue sharing provisions due to the Walmart Program Termination.
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 and operating costs.
Our Consumer Banking business generated net income from continuing operations of $1.5 billion in 2024 and $2.3 billion in
both 2023 and 2022.
Table 9 summarizes the financial results of our Consumer Banking business and displays selected key metrics for the periods
indicated.
Table 9: Consumer Banking Business Results
Year Ended December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
Selected income statement data:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,023
$
8,713
$
8,965
(8) %
(3) %
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
695
589
469
18
26
Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,718
9,302
9,434
(6)
(1)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,435
1,169
1,173
23
—
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,372
5,178
5,312
4
(3)
Income from continuing operations before income taxes . . . . . . . . . .
1,911
2,955
2,949
(35)
—
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
451
697
699
(35)
—
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . .
$
1,460
$
2,258
$
2,250
(35)
—
Selected performance metrics:
Average loans held for investment:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
74,692
$
76,067
$ 78,772
(2)
(3)
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,281
1,446
1,663
(11)
(13)
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
75,973
$
77,513
$ 80,435
(2)
(4)
Average yield on loans held for investment(1) . . . . . . . . . . . . . . . . . .
8.70%
7.79%
7.19%
91 bps
60 bps
Average deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 303,873
$ 285,880
$ 257,089
6 %
11 %
Average deposits interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.23%
2.59%
0.72%
64 bps
187bps
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,593
$
1,364
$
854
17 %
60 %
Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.10%
1.76%
1.06%
34 bps
70bps
Auto loan originations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
34,542
$
26,980
$ 36,965
28 %
(27) %
73
Capital One Financial Corporation (COF)
(Dollars in millions, except as noted)
December
31, 2024
December
31, 2023
Change
Selected period-end data:
Loans held for investment:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
76,829
$
74,075
4 %
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,263
1,362
(7)
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
78,092
$
75,437
4
30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . .
5.87%
6.25%
(38) bps
30+ day delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.73
7.08
(35)
Nonperforming loan rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.99
1.00
(1)
Nonperforming asset rate(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.08
1.09
(1)
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,884
$
2,042
(8) %
Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.41%
2.71%
(30) bps
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 318,329
$ 296,171
7 %
_________
(1)
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.
(2)
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.
Key factors affecting the results of our Consumer Banking business for 2024 compared to 2023, and changes in financial
condition and credit performance between December 31, 2024 and 2023 include the following:
•
Net Interest Income: Net interest income decreased by $690 million to $8.0 billion in 2024 primarily driven by lower
margins in our retail banking business, partially offset by higher deposits in our retail banking business.
•
Non-Interest Income: Non-interest income increased by $106 million to $695 million in 2024 primarily driven by higher
interchange revenue from an increase in debit card purchase volume and revenue earned from auto industry services.
•
Provision for Credit Losses: Provision for credit losses increased by $266 million to $1.4 billion in 2024 primarily driven
by higher net charge-offs and a lower allowance release in our auto loan portfolio.
•
Non-Interest Expense: Non-interest expense increased by $194 million to $5.4 billion in 2024 primarily driven by a
legal reserve build in the fourth quarter of 2024 and higher professional services.
Loans Held for Investment:
•
Period-end loans held for investment increased by $2.7 billion to $78.1 billion as of December 31, 2024 from December
31, 2023 primarily driven by growth in our auto loan portfolio.
•
Average loans held for investment decreased by $1.5 billion to $76.0 billion in 2024 compared to 2023 primarily driven
by the impact of lower auto originations in the second half of 2022 and throughout 2023, partially offset by growth in our
auto loan portfolio in 2024.
Deposits:
•
Period-end deposits increased by $22.2 billion to $318.3 billion as of December 31, 2024 from December 31, 2023
primarily driven by continued growth from our national consumer banking strategy.
Net Charge-Off and Delinquency Metrics:
•
The net charge-off rate increased by 34 bps to 2.10% in 2024 compared to 2023.
•
The 30+ day delinquency rate decreased by 35 bps to 6.73% as of December 31, 2024 compared to December 31, 2023.
74
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, advisory services, net
interchange 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 $1.2 billion, $691 million and
$843 million in 2024, 2023 and 2022, respectively.
Table 10 summarizes the financial results of our Commercial Banking business and displays selected key metrics for the
periods indicated.
Table 10: Commercial Banking Business Results
Selected income statement data:
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,391
$
2,518
$
2,461
(5) %
2 %
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,210
1,002
1,129
21
(11)
Total net revenue(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,601
3,520
3,590
2
(2)
Provision for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
605
415
(99)
46
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,011
2,011
2,070
—
(3)
Income from continuing operations before income taxes . . . . . . . . .
1,582
904
1,105
75
(18)
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
373
213
262
75
(19)
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . .
$
1,209
$
691
$
843
75
(18)
Selected performance metrics:
Average loans held for investment:
Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . .
$
33,141
$
36,448
$
36,639
(9)
(1)
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,439
56,008
54,772
(1)
2
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
88,580
$
92,456
$
91,411
(4)
1
Average yield on loans held for investment(1)(3)
. . . . . . . . . . . . . . . .
7.09%
6.86%
4.02%
23 bps
284 bps
Average deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,140
$
37,411
$
42,018
(17) %
(11) %
Average deposits interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.51%
2.68%
0.73%
(17) bps
195 bps
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
168
$
578
$
71
(71) %
**
Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.19%
0.62%
0.08%
(43) bps
54 bps
(Dollars in millions, except as noted)
December
31, 2024
December
31, 2023
Change
Selected period-end data:
Loans held for investment:
Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . .
$
31,903
$
34,446
(7) %
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,272
56,042
(1)
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
87,175
$
90,488
(4)
Nonperforming loan rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.39%
0.84%
55 bps
Nonperforming asset rate(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.39
0.84
55
Allowance for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,400
$
1,545
(9) %
Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.61 %
1.71 %
(10) bps
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,691
$
32,712
(3) %
Loans serviced for others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,749
52,341
1
Year Ended December 31,
Change
(Dollars in millions, except as noted)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
__________
(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% and state taxes where applicable, with offsetting
reductions to the Other category.
75
Capital One Financial Corporation (COF)
(2)
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 $143 million,
$158 million and $218 million as of December 31, 2024, 2023 and 2022, respectively.
(3)
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.
(4)
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 2024 compared to 2023, and changes in financial
condition and credit performance between December 31, 2024 and 2023 include the following:
•
Net Interest Income: Net interest income decreased by $127 million to $2.4 billion in 2024 primarily driven by lower
average loan and deposit balances.
•
Non-Interest Income: Non-interest income increased by $208 million to $1.2 billion in 2024 primarily driven by
increased fees in our capital markets business.
•
Provision for Credit Losses: Provision for credit losses decreased by $597 million to $8 million in 2024 primarily driven
by lower net charge-offs in our office real estate portfolio and an allowance release compared to an allowance build in
2023.
•
Non-Interest Expense: Non-interest expense remained flat at $2.0 billion in 2024 compared to 2023.
Loans Held for Investment:
•
Period-end loans held for investment decreased by $3.3 billion to $87.2 billion as of December 31, 2024 from December
31, 2023 primarily driven by customer payments outpacing originations.
•
Average loans held for investment decreased by $3.9 billion to $88.6 billion in 2024 compared to 2023 primarily driven
by customer payments outpacing originations.
Deposits:
•
Period-end deposits decreased by $1.0 billion to $31.7 billion as of December 31, 2024 from December 31, 2023
primarily driven by an intentional reduction in lower margin deposit balances in the first half of the year, partially offset
by growth in the second half of the year.
Net Charge-Off and Nonperforming Metrics:
•
The net charge-off rate decreased by 43 bps to 0.19% in 2024 compared to 2023 primarily driven by lower net charge-
offs in our office real estate portfolio.
•
The nonperforming loan rate increased by 55 bps to 1.39% as of December 31, 2024 compared to December 31, 2023
primarily driven by credit downgrades.
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 oversight of our funds transfer pricing process. 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 and integration expenses related to the Transaction;
•
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
76
Capital One Financial Corporation (COF)
•
foreign exchange-rate fluctuations on foreign currency-denominated balances.
Table 11 summarizes the financial results of our Other category for the periods indicated.
Table 11: Other Category Results
Selected income statement data:
Net interest loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(1,294) $
(1,719)
$
(896)
(25) %
92 %
Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(77)
15
(233)
**
**
Total net loss(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,371)
(1,704)
(1,129)
(20)
51
Provision (benefit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
(6)
—
**
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
527
637
154
(17)
**
Loss from continuing operations before income taxes . . . . . . . . . . .
(1,899)
(2,342)
(1,277)
(19)
83
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(685)
(823)
(617)
(17)
33
Loss from continuing operations, net of tax . . . . . . . . . . . . . . . . . . .
$
(1,214) $
(1,519)
$
(660)
(20)
130
Year Ended December 31,
Change
(Dollars in millions)
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
__________
(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% and state taxes where applicable, with offsetting
reductions to the Other category.
** Not meaningful.
Loss from continuing operations decreased by $305 million to a loss of $1.2 billion in 2024 compared to 2023 primarily driven
by higher treasury income.
77
Capital One Financial Corporation (COF)
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 “Item 8. Financial Statements and Supplementary Data—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
•
Goodwill
•
Fair value
•
Customer rewards reserve
We evaluate our critical accounting estimates and judgments on an ongoing basis and update them as necessary, based on
changing conditions.
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 reserve for the uncollectible portion of finance charges and fees related to credit card loan receivables in the allowance
for credit losses consistent with the methodology we use to estimate the allowance for credit losses on the principal portion of
our credit card loan receivables. We also separately reserve for unfunded lending commitments that are not unconditionally
cancellable. We recognize changes in our allowance for credit losses and reserve for unfunded lending commitments through
the provision for credit losses. The allowance for credit losses was $16.3 billion as of December 31, 2024, compared to
$15.3 billion as of December 31, 2023.
Our allowance for credit losses and reserve for unfunded lending commitments utilize models to derive a quantitative estimate
of credit losses that is supplemented with additional qualitative considerations to capture risks and uncertainties not included in
the quantitative result. Our estimate of expected credit losses, for all loan and unfunded lending commitments, 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 use externally produced consensus estimates as inputs for our forward-looking
macroeconomic forecast and consider other forecasts and sources of uncertainty to develop the quantitative component. This
quantitative result is then supplemented qualitatively by management for economic uncertainty, including the consideration of
alternative macroeconomic scenarios, changes and trends in loan portfolios that may not be captured in the quantitative
component. These adjustments represent management’s judgment of the imprecision and risks inherent in the processes and
assumptions used in establishing the allowance for credit losses.
We have an established process, using analytical tools and management judgment, to determine our allowance for credit losses.
Significant management judgment is required to determine the relevant information and estimation methods used to arrive at
our best estimate of lifetime credit losses. Establishing the allowance on a quarterly basis involves evaluating and forecasting
both credit and macroeconomic variables. The macroeconomic forecast used to inform both quantitative and qualitative
components of our allowance for credit losses estimate is sensitive to certain variables, such as the U.S. Unemployment Rate,
and the U.S. Real Gross Domestic Product (“U.S. Real GDP”) Growth Rate assumptions. Our December 31, 2024 allowance
assumes that the quarterly average U.S. unemployment rate is approximately 4.3% by the fourth quarter of 2025 and annual
U.S. Real GDP grows by 1.8% in 2025.
In addition to macroeconomic factors, many credit factors inform our allowance for credit losses, including, but not limited to,
historical loss and recovery experience, recent trends in delinquencies and charge-offs, risk ratings, the impact of bankruptcy
78
Capital One Financial Corporation (COF)
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, changes in the legal and
regulatory environment and uncertainties in forecasting and modeling techniques used in estimating our allowance for credit
losses.
We have a governance framework supported by processes and controls 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 model policies, established by an independent Model Risk Office, which govern 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 which are generally in our Commercial Banking
business. The factors impacting our assessment generally align with those considered in our evaluation of the allowance for
credit losses for the Commercial Banking business. The reserve for losses on unfunded lending commitments is included in
other liabilities on our consolidated balance sheets and changes to it are recorded through the provision for credit losses in our
consolidated statements of income.
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 “Item 8. Financial Statements and Supplementary Data—Note 1—Summary of Significant Accounting Policies.”
We provide information on the components of our allowance, disaggregated by operating segment, and changes in our
allowance in “Item 8. Financial Statements and Supplementary Data—Note 5—Allowance for Credit Losses and Reserve for
Unfunded Lending Commitments.”
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 assets acquired and liabilities assumed as of the acquisition date.
Goodwill totaled $15.1 billion as of both December 31, 2024 and 2023. We did not recognize any goodwill impairment in 2024
or 2023. See “Item 8. Financial Statements and Supplementary Data—Note 7—Goodwill and Other 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. An
impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying amount
exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. We have four reporting units: Credit
Card, Auto Finance, Other Consumer Banking, and Commercial Banking.
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 and underlying risks. The carrying
amount for a reporting unit is the sum of its respective capital requirements, goodwill and other intangibles balances.
Consolidated stockholder’s equity in excess of the sum of all reporting units 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 to be 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
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Capital One Financial Corporation (COF)
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 8.4% to 12.7%, and we applied a terminal year long-term
growth rate of 3.8% 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 usefulness of market data is
inherently limited due to the size and scope of our operations compared to most peer institutions and recent market transactions.
The results of the 2024 annual impairment test indicated that the estimated fair values of the reporting units exceeded their
carrying amounts by between 11% and 83%. We also compare the aggregate fair values of our reporting units to our market
capitalization. Our assessment considers the level of premium expected to assume control of the Company in a market
transaction including anticipated cost savings and other synergies that would be realized in a hypothetical transaction.
The results of the 2024 annual goodwill impairment test for our Commercial Banking reporting unit concluded that, while the
estimated fair value of this reporting unit exceeded its carrying amount, the percentage by which the estimated fair value of this
reporting unit exceeded its carrying amount was 11%. The assumptions leveraged in the valuation of each reporting unit,
including the Commercial Banking reporting unit, and the related risk of changes in those assumptions are described further
below.
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 as a result of industry or macroeconomic
trends or changes in our strategy, adverse impacts to loan or deposit growth trends, decreases in revenue, increases in expenses,
deterioration in a significant loan portfolio, increases in credit losses, increases in capital requirements, deterioration of market
conditions, declines in long-term growth expectations, an increase in disposition activity, adverse impacts of regulatory or
legislative changes or increases in the estimated cost of capital 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. We perform sensitivity analyses around
certain assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.
We have a governance framework supported by processes and controls intended to ensure that the accounting and disclosure for
goodwill is appropriate. Our governance framework provides for oversight of assumptions, forecast inputs, methods, process
controls and results.
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, DCF 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 inputs. 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.
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Capital One Financial Corporation (COF)
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 “Item 8. Financial Statements and Supplementary Data—
Note 17—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 verification of fair value measurements at least quarterly 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 reviews and approves our
fair valuations at least quarterly to ensure that our valuation practices are consistent with industry standards and adhere to
regulatory and accounting guidance.
We have model policies, established by an independent Model Risk Office, which govern 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.
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 (“CFO”) and includes other members of senior management.
There were no disputes escalated to the VAC for the years ended December 31, 2024 and 2023.
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 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 substantial 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
81
Capital One Financial Corporation (COF)
conditions of the rewards program and other factors. While the rewards liability is sensitive to changes in assumptions for
redemption rates and costs and involves management judgment, we believe portfolio characteristics and historical performance
are the best indication of future reward redemption behavior and are the primary basis for our estimate. We recognized
customer rewards expense of $9.0 billion, $8.2 billion and $7.6 billion in 2024, 2023 and 2022, respectively. Our customer
rewards reserve, which is included in other liabilities on our consolidated balance sheets, totaled $8.2 billion and $7.4 billion as
of December 31, 2024 and 2023, respectively.
We have a governance framework supported by processes and controls that are intended to ensure that our rewards liability
estimate is appropriate and reliable. Our governance framework provides for oversight of assumptions, inputs, methods, process
controls and results. Additional controls are performed to ensure all underlying data used to derive the rewards liability is
complete and accurate.
ACCOUNTING CHANGES AND DEVELOPMENTS
Accounting Standards Issued but Not Adopted as of December 31, 2024
Income Tax Disclosures
Accounting Standards Update (“ASU”) No.
2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures
Issued December 2023
Requires entities to annually provide
additional information on income tax rate
reconciliations and make additional
disclosures about income taxes paid.
Effective beginning with our annual period
ending on December 31, 2025, with early
adoption permitted. Prospective application
is required and retrospective application is
also permitted.
We plan to adopt this standard for the above
annual period and to apply the new
requirements prospectively. We are still
assessing the extent of the impacts of
adoption to the disclosures.
Disaggregation of Income Statement
Expenses
ASU No. 2024-03, Income Statement -
Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income
Statement Expenses
Issued November 2024
Requires entities to separately disclose
specific disaggregated expense categories on
an annual and interim basis as well as
disclose selling expenses on an annual basis.
Effective beginning with our annual period
ending on December 31, 2027, with early
adoption permitted. Prospective application
is required and retrospective application is
also permitted.
We are still assessing the extent of the
impacts of adoption to the disclosures.
Standard
Guidance
Adoption Timing and
Financial Statement Impacts
82
Capital One Financial Corporation (COF)
CAPITAL MANAGEMENT
The level and composition of our capital are determined by multiple factors, including our consolidated regulatory capital
requirements as described in more detail below and internal risk-based capital assessments such as internal stress testing. 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 Bank are subject to the Basel III Capital Rules. The Basel III Capital Rules implement certain capital
requirements published by the Basel Committee, along with certain provisions of the Dodd-Frank Act and other capital
provisions.
As a BHC with total consolidated assets of at least $250 billion but less than $700 billion and not exceeding any of the
applicable risk-based thresholds, the Company is a Category III institution under the Basel III Capital Rules.
The Bank, as a subsidiary of a Category III institution, is a Category III bank. Moreover, the Bank, as an insured depository
institution, is subject to PCA capital regulations.
Basel III and U.S. 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
requirement and countercyclical capital buffer requirement, each as described below. Our capital and leverage ratios are
calculated based on the Basel III standardized approach framework.
We have elected to exclude certain elements of AOCI from our regulatory capital as permitted for a Category III institution. For
information on the recognition of AOCI in regulatory capital under the proposed changes to the Basel III Capital Rules, see
“Part I—Item 1. Business—Supervision and Regulation—Prudential Regulation of Banking—Capital and Stress Testing
Regulation—Basel III Finalization Proposal.”
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. Under the Stress Capital Buffer Rule, the Company’s “standardized approach capital
conservation buffer” includes its stress capital buffer requirement (as described below), any G-SIB Surcharge (which is not
applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%). 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 recalibrated every year based on the Company’s supervisory stress test
results. In particular, the Company’s stress capital buffer requirement equals, subject to a floor of 2.5%, the sum of (i) the
difference between the Company’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 Company’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 Company’s projected CET1 capital ratio reaches its minimum under the supervisory stress test.
Based on the Company’s 2023 supervisory stress test results, the Company’s stress capital buffer requirement for the period
beginning on October 1, 2023 through September 30, 2024 was 4.8%. 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 were 9.3%, 10.8% and 12.8%, respectively, for the period from October 1, 2023 through
September 30, 2024.
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Capital One Financial Corporation (COF)
Based on the Company’s 2024 supervisory stress test results, the Company’s stress capital buffer requirement for the period
beginning on October 1, 2024 through September 30, 2025 is 5.5%. Therefore, the Company’s minimum capital requirements
plus the standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the
stress capital buffer framework are 10.0%, 11.5% and 13.5%, respectively, for the period from October 1, 2024 through
September 30, 2025.
The Stress Capital Buffer Rule does not apply to the Bank. Pursuant to the OCC’s capital regulations, which are only applicable
to the Bank, the capital conservation buffer for the Bank continues to be fixed at 2.5%. Therefore, the Bank’s minimum capital
requirements plus its capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios are 7.0%, 8.5% and
10.5%, respectively.
If the Company or the Bank fails to maintain its capital ratios above the minimum capital requirements plus the applicable
capital conservation buffers, it will face increasingly strict automatic limitations on capital distributions and discretionary bonus
payments to certain executive officers.
As of December 31, 2024 and 2023, respectively, the Company and the Bank each exceeded the minimum capital requirements
and the capital conservation buffer requirements applicable to them, and the Company and the Bank were each “well-
capitalized.” The “well-capitalized” standards applicable to the Company are established in the Federal Reserve’s regulations,
and the “well-capitalized” standards applicable to the Bank are established in the OCC’s PCA capital requirements.
CECL Transition Rule
The Federal Banking Agencies adopted the 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 CECL Transition Election. We
adopted the CECL standard (for accounting purposes) as of January 1, 2020, and made the CECL Transition Election (for
regulatory capital purposes) in the first quarter of 2020. Therefore, the applicable amounts presented in this Report reflect such
election.
Pursuant to the CECL Transition Rule, a banking institution could 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 used 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
were 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. From January 1, 2022 through
December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact were being
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
Capital impact delayed to
2022
25% Phased
In
50% Phased
In
75% Phased
In
Fully Phased
In
Cumulative “day 2” ongoing impact
25% scaling factor as an
approximation of the increase
in allowance under CECL
As of December 31, 2021, we added back an aggregate amount of $2.4 billion to our regulatory capital pursuant to the CECL
Transition Rule. Consistent with the rule, we have phased in 75% of this amount as of January 1, 2024. The remaining $600
million has been phased in on January 1, 2025. As of December 31, 2024, the Company’s CET1 capital ratio, reflecting the
CECL Transition Rule, was 13.5% and would have been 13.3% excluding the impact of the CECL Transition Rule (or “on a
fully phased-in basis”).
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Capital One Financial Corporation (COF)
Market Risk Rule
The “Market Risk Rule” supplements the Basel III Capital Rules by requiring institutions subject to the rule to adjust their risk-
based capital ratios to reflect the market risk in their trading book. The Market Risk Rule generally applies to institutions with
aggregate trading assets and liabilities equal to 10% or more of total assets or $1 billion or more. As of December 31, 2024, the
Company and the Bank are subject to the Market Risk Rule. See “Market Risk Profile” below for additional information.
For the description of the regulatory capital rules to which we are subject, including recent proposed amendments to these rules
under the Basel III Finalization Proposal, see “Part I—Item 1. Business—Supervision and Regulation.”
Table 12 provides a comparison of our regulatory capital ratios under the Basel III standardized approach, the regulatory
minimum capital adequacy ratios and the applicable well-capitalized standards as of December 31, 2024 and 2023.
Table 12: Capital Ratios Under Basel III(1)
Capital One Financial Corp:
Common equity Tier 1 capital(2) . . . . . . . . . . . .
13.5%
4.5%
N/A
12.9%
4.5%
N/A
Tier 1 capital(3)
. . . . . . . . . . . . . . . . . . . . . . . . . .
14.8
6.0
6.0%
14.2
6.0
6.0%
Total capital(4) . . . . . . . . . . . . . . . . . . . . . . . . . .
16.4
8.0
10.0
16.0
8.0
10.0
Tier 1 leverage(5) . . . . . . . . . . . . . . . . . . . . . . . .
11.6
4.0
N/A
11.2
4.0
N/A
Supplementary leverage(6)
. . . . . . . . . . . . . . . . .
9.9
3.0
N/A
9.6
3.0
N/A
CONA:
Common equity Tier 1 capital(2) . . . . . . . . . . . .
13.6
4.5
6.5
13.1
4.5
6.5
Tier 1 capital(3)
. . . . . . . . . . . . . . . . . . . . . . . . . .
13.6
6.0
8.0
13.1
6.0
8.0
Total capital(4) . . . . . . . . . . . . . . . . . . . . . . . . . .
15.2
8.0
10.0
14.3
8.0
10.0
Tier 1 leverage(5) . . . . . . . . . . . . . . . . . . . . . . . .
10.7
4.0
5.0
10.3
4.0
5.0
Supplementary leverage(6)
. . . . . . . . . . . . . . . . .
9.2
3.0
N/A
8.8
3.0
N/A
December 31, 2024
December 31, 2023
Ratio
Minimum
Capital
Adequacy
Well-
Capitalized
Ratio
Minimum
Capital
Adequacy
Well-
Capitalized
__________
(1)
Capital requirements that are not applicable are denoted by “N/A.”
(2)
Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets.
(3)
Tier 1 capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.
(4)
Total capital ratio is a regulatory capital measure calculated based on total capital divided by risk-weighted assets.
(5)
Tier 1 leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by adjusted average assets.
(6)
Supplementary leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by total leverage exposure.
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Capital One Financial Corporation (COF)
Table 13 presents regulatory capital under the Basel III standardized approach and regulatory capital metrics as of December
31, 2024 and 2023.
Table 13: Regulatory Risk-Based Capital Components and Regulatory Capital Metrics
Common equity excluding AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
65,823
$
62,710
Adjustments and deductions:
AOCI, net of tax(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
27
Goodwill, net of related deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,786)
(14,811)
Other intangible and deferred tax assets, net of deferred tax liabilities . . . . . . . . . . . . . . . . . . . .
(231)
(311)
Common equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,807
47,615
Tier 1 capital instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,845
4,845
Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,652
52,460
Tier 2 capital instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,307
1,936
Qualifying allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,846
4,728
Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,153
6,664
Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
61,805
$
59,124
Regulatory capital metrics
Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
377,145
$
369,206
Adjusted average assets(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
480,794
467,553
Total leverage exposure(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
559,399
546,909
(Dollars in millions)
December 31, 2024
December 31, 2023
Regulatory capital under Basel III standardized approach
__________
(1)
Excludes certain components of AOCI in accordance with rules applicable to Category III institutions. See “Capital Management—Capital Standards and
Prompt Corrective Action—Basel III and U.S. Capital Rules” in this Report.
(2)
Includes on-balance sheet asset adjustments subject to deduction from Tier 1 capital under the Basel III Capital Rules.
(3)
Reflects on- and off-balance sheet amounts for the denominator of the supplementary leverage ratio as set forth by the Basel III Capital Rules.
Capital Planning and Regulatory Stress Testing
We repurchased $150 million of shares of our common stock during the fourth quarter of 2024 and $553 million of shares of
our common stock during the year ended 2024.
On August 28, 2024, the Federal Reserve confirmed and announced individual stress capital buffer requirements for all large
banking institutions, including the Company. The Company’s final stress capital buffer requirement for the period beginning on
October 1, 2024 through September 30, 2025 is 5.5%. Therefore, the Company’s minimum capital requirements plus the
standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the stress capital
buffer framework are 10.0%, 11.5% and 13.5%, respectively, for the period from October 1, 2024 through September 30, 2025.
For the description of the regulatory capital planning rules and stress testing requirements to which we are subject, see “Part I—
Item 1. Business—Supervision and Regulation.”
The Federal Reserve’s capital plan rule further provides that if a covered company determines there has been or will be a
material change in its risk profile, financial condition, or corporate structure since it last submitted its capital plan, it must
update and resubmit its capital plan within 30 calendar days, subject to a potential 60-day extension. We determined that our
proposed acquisition of Discover constitutes a material change and submitted an updated capital plan as required by the capital
plan rule. In addition, the capital plan rule provides that upon the occurrence of an event requiring resubmission, a covered
company may not make any capital distribution unless it has received approval of the Federal Reserve. Accordingly, all our
capital distributions are now subject to the prior approval of the Federal Reserve pending the Federal Reserve’s consideration of
our resubmitted capital plan. We have received prior approval of the Federal Reserve to make certain capital distributions.
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Capital One Financial Corporation (COF)
Dividend Policy and Stock Purchases
For the year ended December 31, 2024, we declared and paid common stock dividends of $937 million, or $2.40 per share,
and preferred stock dividends of $228 million. While the Merger Agreement is in effect and until the Merger Agreement is
terminated or the Transaction is completed, we are restricted from paying quarterly cash dividends on our common stock in
excess of $0.60 per share per quarter.
The following table summarizes the dividends paid per share on our various preferred stock series in each quarter of 2024.
Table 14: Preferred Stock Dividends Paid Per Share
Series
Description
Issuance Date
Per Annum
Dividend Rate
Dividend
Frequency
2024
Q4
Q3
Q2
Q1
Series I
5.000%
Non-Cumulative
September 11,
2019
5.000%
Quarterly
$12.50
$12.50
$12.50
$12.50
Series J
4.800%
Non-Cumulative
January 31,
2020
4.800
Quarterly
12.00
12.00
12.00
12.00
Series K
4.625%
Non-Cumulative
September 17,
2020
4.625
Quarterly
11.56
11.56
11.56
11.56
Series L
4.375%
Non-Cumulative
May 4,
2021
4.375
Quarterly
10.94
10.94
10.94
10.94
Series M
3.950% Fixed
Rate Reset
Non-Cumulative
June 10,
2021
3.950% through
8/31/2026;
resets 9/1/2026
and every
subsequent 5
year anniversary
at 5-Year
Treasury Rate
+3.157%
Quarterly
9.88
9.88
9.88
9.88
Series N
4.250%
Non-Cumulative
July 29,
2021
4.250
Quarterly
10.63
10.63
10.63
10.63
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. For additional information
related to capital distributions as a result of the capital plan resubmission, see “Capital Management—Capital Planning and
Regulatory Stress Testing” in this Report.
As a BHC, our ability to pay dividends is largely dependent upon the receipt of dividends or other payments from our
subsidiaries. The Bank is subject to regulatory restrictions that limit its ability to transfer funds to our BHC. As of December
31, 2024, funds available for dividend payments from the Bank were $8.9 billion. There can be no assurance that we will
declare and pay any dividends to stockholders.
We repurchased $150 million of shares of our common stock during the fourth quarter of 2024 and $553 million of shares of
our common stock during the year ended 2024. 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. The Board authorized stock repurchase program does not include specific price targets, may be
executed through open market purchases, tender offers, or privately negotiated transactions, including utilizing Rule 10b5-1
programs, does not have a set expiration date and may be suspended at any time. For additional information on dividends and
stock repurchases, see “Capital Management—Capital Planning and Regulatory Stress Testing,” and “Part I—Item 1. Business
—Supervision and Regulation—Funding and Dividends from Subsidiaries.”
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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.
First Line
Identifies and Owns Risk
Second Line
Advises & Challenges First Line
Third Line
Provides Independent Assurance
Definition
Business areas that are accountable
for risk and responsible for: i)
generating revenue or reducing
expenses; ii) supporting the
business to provide products or
services to customers; or iii)
providing technology services for
the first line.
Independent Risk Management
(“IRM”) and Support Functions
(e.g., Human Resources,
Accounting, Legal) that provide
support services to the Company.
Internal Audit and Credit Review.
Key Responsibilities
Identify, assess, measure, monitor,
control, and report the risks
associated with their business.
IRM: Independently oversees and
assesses risk taking activities for the
first line of defense.
Support Functions: Centers of
specialized expertise that provide
support services to the enterprise.
Provides independent and objective
assurance to the Board of Directors
and senior management that the
systems and governance processes
are designed and working as
intended.
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Capital One Financial Corporation (COF)
Our Framework sets consistent expectations for risk management across the Company and 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
This element of the Framework 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.
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 considers 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 identify new and emerging risks, including concentration of risk, 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.
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Capital One Financial Corporation (COF)
Assessment, Measurement and Response
Management assesses risks associated with our activities. Risks identified are 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 determines the appropriate risk response. Risks may be mitigated or accepted. 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 risk appetite, including established concentration risk limits. The scope and frequency of monitoring activities
depends 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. Our 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.
Capital and Liquidity Management (including Stress Testing)
Our capital management processes are linked to its 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 its 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.
We manage liquidity risk by applying our Liquidity Adequacy Framework (the “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.
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 are core Governance, Risk Management and Compliance systems which are 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.
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Capital One Financial Corporation (COF)
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 execute appropriate risk management across the
enterprise.
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. We have seven major categories of risk as noted below.
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.
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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 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, and
guarantees. In addition to sound underwriting, we continually monitor our portfolio and take steps to collect or work out
distressed loans.
The Chief Credit and Financial Risk Officer, in conjunction with the 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 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 Credit and
Financial 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.
See also “Credit Risk Profile” below for more information about how we manage credit risk.
Liquidity Risk Management
We recognize that liquidity risk is embedded within our day-to-day and strategic decisions. Liquidity is essential for banks to
meet customer withdrawals, account for balance sheet changes, and provide funding for growth. We have acquired and built
deposit gathering businesses and actively monitor our funding concentration. We manage our liquidity risk, which is driven by
both internal and external factors, centrally and establish quantitative risk limits to continually assess our liquidity adequacy.
The Chief Credit and Financial Risk Officer, in conjunction with the Head of Liquidity, Market and Capital Risk Oversight, 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. Results are reported to the Asset Liability
Committee monthly and to the Risk Committee no less than quarterly. We also 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.
We use internal and regulatory stress testing and the evaluation of other balance sheet metrics within our Liquidity Framework
to confirm we maintain a fortified balance sheet. We rely on a combination of stable and diversified funding sources, along with
a stockpile of liquidity reserves, to effectively manage our liquidity risk. We maintain a sizable liquidity reserve of cash and
cash equivalents, high-quality unencumbered securities and investment securities and certain loans that are either readily-
marketable or pledgeable. We also continue to maintain access to secured and unsecured debt markets through regular issuance.
See also “Liquidity Risk Profile” below for more information about how we manage liquidity risk.
92
Capital One Financial Corporation (COF)
Market Risk Management
We recognize that interest rate and foreign exchange risk are present in our business due to the nature of our assets and
liabilities. 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.
The Chief Credit and Financial Risk Officer, in conjunction with the Head of Liquidity, Market, and Capital Risk Oversight, is
responsible for the establishment of market risk management policies and standards for the governance and monitoring of
market risk at a corporate level. The market risk position is calculated and analyzed against pre-established limits. We use
industry accepted techniques to analyze and measure interest rate and foreign exchange risk and we perform sensitivity analysis
to identify our risk exposures under a broad range of scenarios. Results are reported to the Asset Liability Committee monthly
and to the Risk Committee no less than quarterly.
Management is authorized to utilize financial instruments as outlined in our policy to actively manage market risk exposure.
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.
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, in collaboration with the CTRO, is responsible for establishing and overseeing our
Operational Risk Management Program. 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,
cybersecurity and technology risk, data management, model risk, third-party management, and business continuity. Operational
Risk Management and Technology Risk Management enforce these practices and delivers reporting of operational risk results
to senior business leaders, the executive committee and the Board of Directors. For additional information on how we manage
cybersecurity and technology risk, see “Part I—Item 1C. Cybersecurity” of this Report.
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 recognize that strategic risk is present within our business and the Company’s strategy. We monitor risks for the impact on
current or future earnings, capital growth or enterprise value arising from changes to the Company’s competitive and market
positions, including as a result of evolving forces in the industry. Additionally, we monitor timely and effective responsiveness
to these conditions, strategic decisions that impact the Company’s scale, market position or operating model and failure to
appropriately consider implementation risks in the Company’s strategy. Potential areas of opportunity or risk inform the
Company’s strategy, which is led by the Chief Executive Officer and other senior executives. The Chief Enterprise Risk
Officer, in consultation with the Chief Credit and Financial Risk Officer, oversees the identification and assessment of risks
associated with the Company’s strategy and the monitoring of these risks throughout the year.
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Capital One Financial Corporation (COF)
Our Strategic Risk Management Policy, processes and controls encompass an ongoing assessment of risks associated with
corporate or line of business specific strategies. These risks are managed through periodic reviews, along with regular updates
to senior management and the Board.
CREDIT RISK PROFILE
Our loan portfolio accounts for the substantial majority of our credit risk exposure. Our lending activities are governed under
our credit policies 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 “Consolidated Balance Sheets Analysis—Investment Securities” and “Item 8. Financial Statements
and Supplementary Data—Note 3—Investment Securities” as well as credit risk related to derivative transactions in “Item 8.
Financial Statements and Supplementary Data—Note 10—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.
•
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 Fair
Isaac Corporation (“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 have fixed interest rates and loan terms of 84 months or less. 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 where we retain certain levels of residual risk after the loans are sold.
94
Capital One Financial Corporation (COF)
Portfolio 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 $202 million and $854 million as of
December 31, 2024 and 2023, respectively.
Table 15 presents the maturities of our loans held for investment portfolio as of December 31, 2024. Determinations of
maturities are based on scheduled repayments. Due to the revolving nature of credit card loans, we report the majority of our
credit card loans as due in one year or less.
Table 15: Loan Maturity Schedule
December 31, 2024
(Dollars in millions)
Due Up to
1 Year
> 1 Year
to 5 Years
> 5 Years
to 15 Years
> 15 Years
Total
Fixed rate:
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,791
$
396
—
—
$ 17,187
Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,129
54,204
$
5,396
$
53
77,782
Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,116
4,135
5,805
993
12,049
Total fixed-rate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,036
58,735
11,201
1,046
107,018
Variable rate:
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145,321
—
—
—
145,321
Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
290
11
9
—
310
Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,459
53,792
8,788
87
75,126
Total variable-rate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158,070
53,803
8,797
87
220,757
Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 194,106
$ 112,538
$ 19,998
$
1,133
$ 327,775
95
Capital One Financial Corporation (COF)
Geographic Composition
We market our credit card products throughout the United States, the United Kingdom and Canada. 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, 2024 and 2023.
Table 16: Credit Card Portfolio by Geographic Region
Domestic credit card:
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 15,978
9.8 % $ 15,167
9.8%
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,430
8.3
12,318
8.0
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,039
7.4
11,148
7.2
New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,010
6.2
9,578
6.2
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,299
3.9
5,824
3.8
Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,921
3.6
5,581
3.6
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,314
3.3
4,845
3.1
New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,097
3.1
4,702
3.0
Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,965
3.1
4,606
3.0
North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,477
2.8
4,088
2.6
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72,088
44.3
69,809
45.2
Total domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155,618
95.8
147,666
95.5
International card businesses:
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,980
2.4
3,639
2.4
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,910
1.8
3,242
2.1
Total international card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,890
4.2
6,881
4.5
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 162,508
100.0 % $ 154,547
100.0%
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
% of
Total
Amount
% of
Total
96
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 and café network.
The table below presents the geographic profile of our auto loan and retail banking portfolios as of December 31, 2024 and
2023.
Table 17: Consumer Banking Portfolio by Geographic Region
Auto:
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9,459
12.1 % $
9,020
11.9%
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,786
11.2
8,747
11.6
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,866
8.8
6,488
8.6
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,408
4.4
3,215
4.3
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,402
4.4
3,130
4.1
Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,124
4.0
2,988
4.0
Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,962
3.8
2,971
3.9
New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,662
3.4
2,626
3.5
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,160
46.3
34,890
46.3
Total auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,829
98.4
74,075
98.2
Retail banking:
New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
376
0.5
417
0.6
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
278
0.4
297
0.4
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
0.2
234
0.3
New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
0.1
94
0.1
Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
0.1
81
0.1
Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
0.1
45
0.1
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
0.2
194
0.2
Total retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,263
1.6
1,362
1.8
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 78,092
100.0 % $ 75,437
100.0%
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
% of
Total
Amount
% of
Total
97
Capital One Financial Corporation (COF)
We originate commercial and multifamily real estate loans in most regions of the United States. The table below presents the
geographic profile of our commercial real estate portfolio as of December 31, 2024 and 2023.
Table 18: Commercial Real Estate Portfolio by Region
Geographic concentration:(1)
Northeast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,152
38.1% $
13,931
40.5%
South . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,900
24.8
7,073
20.5
Pacific West . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,213
13.2
5,342
15.5
Mid-Atlantic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,901
9.1
4,138
12.0
Mountain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,536
7.9
1,910
5.5
Midwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,201
6.9
2,052
6.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,903
100.0% $
34,446
100.0%
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
% of
Total
Amount
% of
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, RI and VT. South consists of AL, AR, FL, GA, KY, LA, MS, NC, OK, SC, TN and TX. Pacific
West consists of: AK, CA, HI, OR and WA. Mid-Atlantic consists of DC, DE, MD, VA and WV. Midwest consists of: IA, IL, IN, KS, MI, MN, MO, ND,
NE, OH, SD and WI. Mountain consists of: AZ, CO, ID, MT, NM, NV, UT and WY.
98
Capital One Financial Corporation (COF)
Commercial Loans by Industry
Table 19 summarizes our commercial loans held for investment portfolio by industry classification as of December 31, 2024
and 2023. Industry classifications below are based on our interpretation of the Federal Loan Classification codes as they pertain
to each individual loan.
Table 19: Commercial Loans by Industry
(Percentage of portfolio)
December 31, 2024
December 31, 2023
Industry Classification:
Finance(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39 %
31 %
Real Estate & Construction(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
30
Government & Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
8
Health Care & Pharmaceuticals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
6
Commercial Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
4
Technology, Telecommunications & Media . . . . . . . . . . . . . . . . . . . . . . . . . .
3
2
Oil, Gas & Pipelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
3
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
16
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
__________
(1)
Beginning in the fourth quarter of 2024, we made certain reporting presentation changes which increased the percentage of Finance loans, and decreased
the percentage of Real Estate & Construction loans and Healthcare loans, in relation to our total loans held for investment portfolio. This change was
made on a prospective basis in accordance with regulatory reporting changes made to the “Consolidated Reports of Condition and Income” (FFIEC 031)
non-depository financial institution definition, effective December 31, 2024.
(2)
The funded balance for commercial office real estate held for investment totaled $1.8 billion, or 2.1% and $2.3 billion, or 2.5%, as of December 31, 2024
and 2023, respectively. Commercial office real estate exposure does not include loans in our healthcare real estate business secured by medical office
properties and loans to office real estate investment trusts or real estate investment funds.
99
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 20 provides details on the credit scores of our domestic credit card and auto loan portfolios as of December 31, 2024 and
2023.
Table 20: Credit Score Distribution
Domestic credit card—Refreshed FICO scores:(1)
Greater than 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69%
68%
660 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
32
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
Auto—At origination FICO scores:(2)
Greater than 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54%
53%
621 - 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
20
620 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
27
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
(Percentage of portfolio)
December 31, 2024
December 31, 2023
__________
(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.
In our commercial loan portfolio, 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.
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 “Item 8. Financial Statements and Supplementary Data—
Note 4—Loans” for additional credit quality information and see “Item 8. Financial Statements and Supplementary Data—Note
1—Summary of Significant Accounting Policies” for information on our accounting policies for delinquent and nonperforming
loans, charge-offs and loan modifications and restructurings for each of our loan categories.
100
Capital One Financial Corporation (COF)
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 all loans held for
investment 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 “Item 8.
Financial Statements and Supplementary Data—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 “Business Segment Financial Performance.”
Table 21 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, 2024 and 2023.
Table 21: 30+ Day Delinquencies
(Dollars in millions)
Amount
Rate(1)
Amount
Rate(1)
Amount
Rate(1)
Amount
Rate(1)
Credit Card:
Domestic credit card . . . . . . . .
$ 7,053
4.53% $ 7,053
4.53% $ 6,806
4.61% $ 6,806
4.61%
International card businesses .
311
4.52
320
4.64
321
4.67
329
4.77
Total credit card . . . . . . . . . . . . .
7,364
4.53
7,373
4.54
7,127
4.61
7,135
4.62
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . .
4,572
5.95
5,229
6.81
4,696
6.34
5,307
7.16
Retail banking . . . . . . . . . . . . .
14
1.12
26
2.05
17
1.19
33
2.40
Total consumer banking . . . . . . .
4,586
5.87
5,255
6.73
4,713
6.25
5,340
7.08
Commercial Banking:
Commercial and multifamily
real estate . . . . . . . . . . . . . . . .
40
0.13
170
0.53
—
—
121
0.35
Commercial and industrial . . .
99
0.18
242
0.44
55
0.10
181
0.32
Total commercial banking . . . . . .
139
0.16
412
0.47
55
0.06
302
0.33
Total . . . . . . . . . . . . . . . . . . . . . .
$ 12,089
3.69
$ 13,040
3.98
$ 11,895
3.71
$ 12,777
3.99
December 31, 2024
December 31, 2023
30+ Day
Performing
Delinquencies
30+ Day
Delinquencies
30+ Day
Performing
Delinquencies
30+ Day
Delinquencies
__________
(1)
Delinquency rates are calculated by dividing delinquency amounts by period-end loans held for investment for each specified loan category.
101
Capital One Financial Corporation (COF)
Table 22 presents our 30+ day delinquent loans held for investment, by aging and geography, as of December 31, 2024 and
2023.
Table 22: Aging and Geography of 30+ Day Delinquent Loans
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
Rate(1)
Amount
Rate(1)
Delinquency status:
30 – 59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,276
1.61% $
5,367
1.68%
60 – 89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,138
0.96
3,119
0.97
> 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,626
1.41
4,291
1.34
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
13,040
3.98% $
12,777
3.99%
Geographic region:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
12,720
3.88% $
12,448
3.89%
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
0.10
329
0.10
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
13,040
3.98% $
12,777
3.99%
__________
(1)
Delinquency rates are calculated by dividing delinquency amounts by total period-end loans held for investment.
102
Capital One Financial Corporation (COF)
Table 23 summarizes loans that were 90+ days delinquent, in regards to interest or principal payments, and still accruing
interest as of December 31, 2024 and 2023. These loans consist primarily of credit card accounts between 90 days and 179 days
past due. As permitted by regulatory guidance issued by the FFIEC, 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 23: 90+ Day Delinquent Loans Accruing Interest
Loan category:
Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,711
2.28% $
3,499
2.26%
Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
0.11
55
0.06
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,807
1.16
$
3,554
1.11
Geographic region:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,673
1.14 % $
3,422
1.09 %
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
1.95
132
1.91
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,807
1.16
$
3,554
1.11
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
Rate(1)
Amount
Rate(1)
__________
(1)
Delinquency rates are calculated by dividing delinquency amounts by period-end loans held for investment for each specified loan category.
103
Capital One Financial Corporation (COF)
Nonperforming Loans and Nonperforming Assets
Nonperforming loans include loans that have been placed on nonaccrual status. Nonperforming assets consist of nonperforming
loans, repossessed assets and other foreclosed assets. See “Item 8. Financial Statements and Supplementary Data—Note 1—
Summary of Significant Accounting Policies” for information on our policies for classifying loans as nonperforming for each of
our loan categories.
Table 24 presents our nonperforming loans, by portfolio segment, and other nonperforming assets as of December 31, 2024 and
2023. We do not classify loans held for sale as nonperforming. We provide additional information on our credit quality metrics
in “Business Segment Financial Performance.”
Table 24: Nonperforming Loans and Other Nonperforming Assets(1)
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
Rate
Amount
Rate
Nonperforming loans held for investment:(2)
Credit Card:
International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
10
0.15% $
9
0.13%
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
0.01
9
0.01
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
750
0.98
712
0.96
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
1.94
46
3.36
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
775
0.99
758
1.00
Commercial Banking:
Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . . .
509
1.60
425
1.23
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
701
1.27
336
0.60
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,210
1.39
761
0.84
Total nonperforming loans held for investment(3)
. . . . . . . . . . . . . . . . . . . . . .
1,995
0.61
1,528
0.48
Other nonperforming assets(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
0.02
62
0.02
Total nonperforming assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,060
0.63
$
1,590
0.50
__________
(1)
We recognized interest income for loans classified as nonperforming of $111 million and $91 million in 2024 and 2023, respectively.
(2)
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.
(3)
Excluding the impact of domestic credit card loans, nonperforming loans as a percentage of total loans held for investment was 1.16% and 0.88% as of
December 31, 2024 and 2023, respectively.
(4)
The denominators used in calculating nonperforming asset rates consist of total loans held for investment and other nonperforming assets.
104
Capital One Financial Corporation (COF)
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 are 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 “Item 8. Financial Statements and Supplementary Data—Note 1—
Summary of Significant Accounting Policies” for information on our charge-off policy for each of our loan categories.
Table 25 presents our net charge-off amounts and rates, by portfolio segment, in 2024, 2023 and 2022.
Table 25: Net Charge-Offs (Recoveries)
Credit Card:
Domestic credit card(2) . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,634
5.91% $ 6,164
4.56% $ 2,833
2.47%
International card businesses . . . . . . . . . . . . . . . . . . . .
353
5.15
308
4.84
215
3.65
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,987
5.88
6,472
4.57
3,048
2.53
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,528
2.05
1,308
1.72
784
1.00
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
5.11
56
3.89
70
4.24
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . .
1,593
2.10
1,364
1.76
854
1.06
Commercial Banking:
Commercial and multifamily real estate . . . . . . . . . . . .
87
0.26
489
1.34
—
—
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . .
81
0.15
89
0.16
71
0.13
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . .
168
0.19
578
0.62
71
0.08
Total net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,748
3.39
$ 8,414
2.70
$ 3,973
1.36
Average loans held for investment . . . . . . . . . . . . . . . . . .
$ 317,421
$ 311,541
$ 292,238
Year Ended December 31,
2024
2023
2022
(Dollars in millions)
Amount
Rate(1)
Amount
Rate(1)
Amount
Rate(1)
__________
(1)
Net charge-off rates are calculated by dividing net charge-offs by average loans held for investment for the period for each loan category.
(2)
The Walmart Program Termination increased the Domestic Card net charge-off rate by 24 bps in 2024.
105
Capital One Financial Corporation (COF)
Financial Difficulty Modifications to Borrowers
A financial difficulty modification (“FDM”) occurs when a modification in the form of principal forgiveness, interest rate
reduction, an other-than-insignificant payment delay, a term extension or a combination of these modifications is granted to a
borrower experiencing financial difficulty.
As part of our loss mitigation efforts, we may provide short-term (one to twelve months) or long-term (greater than twelve
months) modifications to a borrower experiencing financial difficulty to improve long-term collectibility of the loan and to
avoid the need for repossession or foreclosure of collateral.
We consider the impact of all loan modifications, including FDMs, when estimating the credit quality of our loan portfolio and
establishing allowance levels. For our Commercial Banking customers, loan modifications are also considered in the
assignment of an internal risk rating.
In our Credit Card business, the majority of our FDMs receive an interest rate reduction and are placed on a fixed payment plan
not exceeding 60 months. 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 being 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 FDMs receive an extension, an interest rate reduction, principal
reduction, or a combination of these modifications.
In our Commercial Banking business, the majority of our FDMs receive an extension. A portion of FDMs receive an interest
rate reduction, principal reduction, or a combination of modifications.
For more information on FDMs, see “Item 8. Financial Statements—Note 4—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 “Item 8. Financial Statements and
Supplementary Data—Note 1—Summary of Significant Accounting Policies.”
106
Capital One Financial Corporation (COF)
Table 26 presents changes in our allowance for credit losses and reserve for unfunded lending commitments for 2024 and 2023,
and details by portfolio segment for the provision for credit losses, charge-offs and recoveries.
Table 26: Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity
Credit Card
Consumer Banking
(Dollars in millions)
Domestic
Card
International
Card
Businesses
Total
Credit
Card
Auto
Retail
Banking
Total
Consumer
Banking
Commercial
Banking
Total
Allowance for credit losses:
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . .
$ 9,165
$
380
$ 9,545
$ 2,187
$
50
$
2,237
$
1,458
$ 13,240
Cumulative effects of accounting standards adoption(1) . . . .
(40)
(23)
(63)
—
—
—
—
(63)
Balance as of January 1, 2023 . . . . . . . . . . . . . . . . . . . . . . . .
9,125
357
9,482
2,187
50
2,237
1,458
13,177
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,348)
(439) (7,787) (2,252)
(75)
(2,327)
(588) (10,702)
Recoveries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,184
131
1,315
944
19
963
10
2,288
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,164)
(308) (6,472) (1,308)
(56)
(1,364)
(578) (8,414)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,268
383
8,651
1,123
46
1,169
665
10,485
Allowance build (release) for credit losses . . . . . . . . . . . . . . . .
2,104
75
2,179
(185)
(10)
(195)
87
2,071
Other changes(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
16
48
—
—
—
—
48
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . .
11,261
448
11,709
2,002
40
2,042
1,545
15,296
Reserve for unfunded lending commitments:
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
218
218
Provision (benefit) for losses on unfunded lending
commitments
—
—
—
—
—
—
(60)
(60)
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
158
158
Combined allowance and reserve as of December 31, 2023
$ 11,261
$
448
$ 11,709
$ 2,002
$
40
$
2,042
$
1,703
$ 15,454
Allowance for credit losses:
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . .
$ 11,261
$
448
$ 11,709
$ 2,002
$
40
$
2,042
$
1,545
$ 15,296
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,246)
(511) (10,757) (2,674)
(84)
(2,758)
(234) (13,749)
Recoveries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,612
158
1,770
1,146
19
1,165
66
3,001
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,634)
(353) (8,987) (1,528)
(65)
(1,593)
(168) (10,748)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,867
405
10,272
1,385
50
1,435
23
11,730
Allowance build (release) for credit losses(4) . . . . . . . . . . . . . .
1,233
52
1,285
(143)
(15)
(158)
(145)
982
Other changes(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(20)
(20)
—
—
—
—
(20)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . .
12,494
480
12,974
1,859
25
1,884
1,400
16,258
Reserve for unfunded lending commitments:
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
158
158
Provision (benefit) for losses on unfunded lending
commitments
—
—
—
—
—
—
(15)
(15)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
143
143
Combined allowance and reserve as of December 31, 2024
$ 12,494
$
480
$ 12,974
$ 1,859
$
25
$
1,884
$
1,543
$ 16,401
__________
(1)
Impact from the adoption of ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) and Vintage
Disclosures as of January 1, 2023.
(2)
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.
(3)
Primarily represents foreign currency translation adjustments for the year ended December 31, 2024. Primarily represents foreign currency translation
adjustments and the initial allowance for purchased credit-deteriorated (“PCD”) loans for the years ended December 31, 2023 and 2022. The initial
allowance of PCD loans was $32 million and $10 million for the years ended December 31, 2023 and 2022, respectively.
(4)
The Walmart Program Termination resulted in an allowance for credit losses build in Domestic Card of $826 million in the second quarter of 2024.
107
Capital One Financial Corporation (COF)
Allowance Coverage Ratios for Specified Loan Category
Our allowance for credit losses increased by $962 million to $16.3 billion as of December 31, 2024 compared to 2023 and our
allowance coverage ratio increased by 19 bps to 4.96% as of December 31, 2024 compared to 2023.
The ratio of the allowance for credit losses divided by total nonperforming loans held for investment of $2.0 billion and
$1.5 billion as of December 31, 2024 and 2023, respectively, decreased by 186% to 815% as of December 31, 2024 from
1,001% as of December 31, 2023. Excluding the impact of the allowance for credit losses related to Domestic Card of
$12.5 billion and $11.3 billion as of December 31, 2024 and 2023, respectively, this ratio decreased by 75% to 189% as of
December 31, 2024 from 264% as of December 31, 2023. The decrease in the ratio for the allowance for credit losses divided
by total nonperforming loans was driven by an increase in nonperforming loans partially offset by an increase in our allowance
for credit losses.
LIQUIDITY RISK PROFILE
We manage our funding and liquidity risk in an integrated manner in support of the current and future cash flow needs of our
business. We maintained liquidity reserves of $123.8 billion and $120.7 billion as of December 31, 2024 and 2023,
respectively, as shown in Table 27 below. Included in liquidity reserves are cash and cash equivalents, investment securities and
FHLB borrowing capacity secured by loans.
As of December 31, 2024, we had available issuance capacity of $40.2 billion under shelf registrations associated with our
credit card and auto loan securitization programs. We also maintain a shelf registration that enables us to issue an indeterminate
amount of senior or subordinated debt securities, preferred stock, depositary shares, common stock, purchase contracts,
warrants and units. Our ability to issue under each shelf registration is subject to market conditions.
Finally, as of December 31, 2024, we had access to available contingent liquidity sources totaling $102.6 billion through the
prepositioning of collateral, including a portion of the investment securities included in the liquidity reserves amount in the
following table, at the Federal Reserve Discount Window, the Standing Repo Facility, FHLB and the Fixed Income Clearing
Corporation—Government Securities Division (“FICC—GSD”).
As of December 31, 2024 and 2023, our funding sources totaled $408.3 billion and $398.3 billion, respectively, primarily
composed of consumer deposits, as shown in “Consolidated Balance Sheets Analysis—Table 6: Funding Sources
Composition.”
Our liquidity reserves, borrowing capacity, contingent liquidity sources and total funding sources are all discussed in more
detail in the following sections.
Table 27 below presents the composition of our liquidity reserves as of December 31, 2024 and 2023.
Table 27: Liquidity Reserves
(Dollars in millions)
December 31, 2024
December 31, 2023
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
43,230 $
43,297
Securities available for sale(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,013
79,117
FHLB borrowing capacity secured by loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,279
5,205
Outstanding FHLB advances and letters of credit secured by loans and
investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(48)
(50)
Other encumbrances of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,648)
(6,917)
Total liquidity reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
123,826 $
120,652
________
(1)
Includes securities that have been pledged or otherwise encumbered within the below Liquidity Reserves line items “Outstanding FHLB advances and
letters of credit secured by loans and investment securities” and “Other encumbrances of investment securities.”
Our liquidity reserves increased by $3.2 billion to $123.8 billion as of December 31, 2024 from December 31, 2023, primarily
due to increases in securities available for sale. In addition to these liquidity reserves, we maintain access to a diversified mix of
108
Capital One Financial Corporation (COF)
funding sources as discussed in the “Borrowing Capacity” and “Funding” sections below. See “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 the OCC. The LCR Rule requires each of the
Company and the Bank to calculate its respective 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 2024 was 155%, 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.
Net Stable Funding Ratio
We are subject to the NSFR Rule as implemented by the Federal Reserve and the OCC. The NSFR Rule requires each of the
Company and the Bank to maintain an NSFR of 100% on an ongoing basis. It also requires the Company to publicly disclose,
on a semi-annual basis each second and fourth quarter, its NSFR, certain related quantitative liquidity metrics and qualitative
discussion of its NSFR. Our average NSFR for each of the third and fourth quarter of 2024 was 135%, which exceeded the
NSFR Rule requirement of 100%. The calculation and the underlying components are based on our interpretations, expectations
and assumptions of the 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.
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 associated with our credit card securitization trust that
allows us to periodically offer and sell up to $30.0 billion of securitized debt obligations and a shelf registration associated with
our auto loan securitization trusts that allows us to periodically offer and sell up to $25.0 billion of securitized debt obligations.
The registered amounts under these shelf registration statements are subject to continuing review and change in the future,
including as part of the routine renewal process. As of December 31, 2024, we had $21.6 billion and $18.6 billion of available
issuance capacity in our credit card and auto loan securitization programs, respectively.
In addition to our issuance capacity under the shelf registration statements, we also have collateral pledged to support our
access to FHLB advances, the Federal Reserve Discount Window, the Standing Repo Facility and FICC—GSD general
collateral financing repurchase agreement service. For each of these programs, the ability to borrow utilizing these sources is
dependent on meeting the respective membership requirements. Our borrowing capacity in each program is a function of the
collateral the Bank has posted with each counterparty, including any respective haircuts applied to that collateral.
As of December 31, 2024, we pledged loans and securities to the FHLB to secure a maximum borrowing capacity of $35.1
billion, of which $48 million was used. Our FHLB membership is supported by our investment in FHLB stock of $18 million as
of both December 31, 2024 and 2023.
As a member of FICC—GSD, we have $20.8 billion of readily available borrowing capacity secured by securities from our
investment portfolio as of December 31, 2024. Our FICC—GSD membership is supported by our investment in Depository
Trust and Clearing Corporation (“DTCC”) common stock of $412 thousand and $375 thousand as of December 31, 2024 and
2023, respectively.
As of December 31, 2024, we pledged loans to secure a borrowing capacity of $46.7 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, 2024 and 2023.
109
Capital One Financial Corporation (COF)
Deposits
Table 28 provides a comparison of the average balance, interest expense and average deposits interest rate for December 31,
2024, 2023 and 2022.
Table 28: Deposits Composition and Average Deposits Interest Rates
(Dollars in millions)
Average
Balance
Interest
Expense
Average
Deposits
Interest
Rate
Average
Balance
Interest
Expense
Average
Deposits
Interest
Rate
Average
Balance
Interest
Expense
Average
Deposit
Interest
Rate
Interest-bearing checking
accounts(1)
. . . . . . . . . . . . . . . . . . . .
$ 34,904 $
544
1.56% $ 41,555 $
797
1.92% $ 48,291 $
312
0.65%
Saving deposits(2) . . . . . . . . . . . . . .
211,120
7,083
3.36
197,896
5,353
2.71
202,454
1,628
0.80
Time deposits . . . . . . . . . . . . . . . . .
78,273
3,866
4.94
74,286
3,339
4.49
26,463
595
2.25
Total interest-bearing deposits . . . .
$ 324,297 $ 11,493
3.54
$ 313,737 $ 9,489
3.02
$ 277,208 $ 2,535
0.91
Year Ended December 31,
2024
2023
2022
__________
(1)
Includes negotiable order of withdrawal accounts.
(2)
Includes money market deposit accounts.
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. The Bank was well-capitalized, as defined under the federal banking regulatory
guidelines, as of both December 31, 2024 and 2023. See “Part I—Item 1. Business—Supervision and Regulation” for additional
information. We provide additional information on the composition of deposits in “Consolidated Balance Sheets Analysis—
Table 6: Funding Sources Composition” and in “Item 8. Financial Statements and Supplementary Data—Note 9—Deposits and
Borrowings.”
Funding
Our primary source of funding comes from insured retail deposits, as they are a relatively stable and lower 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 “Consolidated Balance Sheets Analysis—Table 6: Funding Sources
Composition” for additional information on our primary sources of funding.
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. The actual timing and amounts of future cash payments may vary over time due to a number
of factors, such as early debt redemptions and changes in deposit balances.
110
Capital One Financial Corporation (COF)
As of December 31, 2024 and 2023, we held $64.9 billion and $64.2 billion, respectively, of estimated uninsured deposits.
These amounts were primarily comprised of checking and savings deposits. These estimated uninsured deposits comprised
approximately 18% of our total deposits as of both December 31, 2024 and 2023. We estimate our uninsured amounts based on
methodologies and assumptions used for our “Consolidated Reports of Condition and Income” (FFIEC 031) filed with the
Federal Banking Agencies, adjusted to exclude intercompany balances and cash collateral received on certain derivative
contracts which are not presented within deposits on our consolidated balance sheet.
Table 29 presents, by contractual maturity, the estimated uninsured portion of total time deposits as of December 31, 2024 and
2023. Our funding and liquidity management activities factor in the expected maturities of these deposits.
Table 29: Amount of Uninsured Time Deposits by Contractual Maturity1
December 31, 2024
December 31, 2023
(Dollars in millions)
Amount
% of Total
Amount
% of Total
Up to three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,619
45.6%
$
4,784
53.2%
> 3 months to 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,675
16.6
537
6.0
> 6 months to 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,596
25.6
2,095
23.3
> 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,230
12.2
1,577
17.5
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 10,120
100.0%
$
8,993
100.0%
__________
(1)
Some customers have time deposits in excess of the federal deposit insurance limit, making a portion of the deposit uninsured. As of December 31, 2024
and 2023, the total time deposit amount with some portion in excess of the insured amount was $15.2 billion and $15.8 billion, respectively.
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 have
access to short-term and long-term FHLB advances secured by certain investment securities, multifamily real estate loans and
commercial real estate loans.
Our short-term borrowings, which include those borrowings with an original contractual maturity of one year or less, typically
consist of federal funds purchased, securities loaned or sold under agreements to repurchase or short-term FHLB advances, and
do not include the current portion of long-term debt. Our short-term borrowings increased by $24 million to $562 million as of
December 31, 2024 from December 31, 2023 driven by an increase in repurchase agreements.
Our long-term funding, which primarily consists of securitized debt obligations and senior and subordinated notes, decreased by
$4.3 billion to $45.0 billion as of December 31, 2024 from December 31, 2023 primarily driven by net maturities of securitized
debt obligations. We provide more information on our securitization activity in “Item 8. Financial Statements and
Supplementary Data—Note 6—Variable Interest Entities and Securitizations” and on our borrowings in “Item 8. Financial
Statements and Supplementary Data—Note 9—Deposits and Borrowings.”
The following table summarizes issuances of securitized debt obligations, senior and subordinated notes, long term FHLB
advances and their respective maturities or redemptions for the years ended December 31, 2024, 2023 and 2022.
Table 30: Long-Term Debt Funding Activities
Securitized debt obligations . . . . . . . . . .
$
1,810 $
3,300 $
9,750 $
5,828 $
2,483 $
7,060
Senior and subordinated notes . . . . . . . .
4,000
8,250
9,300
4,411
8,436
3,561
FHLB advances . . . . . . . . . . . . . . . . . . .
—
—
12,000
—
—
12,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,810 $
11,550 $
31,050 $
10,239 $
10,919 $
22,621
Issuances
Maturities/Redemptions
Year Ended December 31,
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
2024
2023
2022
111
Capital One Financial Corporation (COF)
Credit Ratings
Our credit ratings impact our ability to access capital markets and our borrowing costs. For more information, see “Part I—Item
1A. Risk Factors”—“A downgrade in our credit ratings could significantly impact our liquidity, funding costs and access to the
capital markets.”
Table 31 provides a summary of the credit ratings for the senior unsecured long-term debt of Capital One Financial Corporation
and CONA as of December 31, 2024 and 2023.
Table 31: Senior Unsecured Long-Term Debt Credit Ratings
December 31, 2024
December 31, 2023
Capital One
Financial
Corporation
CONA
Capital One
Financial
Corporation
CONA
Moody’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Baa1
A3
Baa1
A3
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BBB
BBB+
BBB
BBB+
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-
A
A-
A
As of February 11, 2025 Standard & Poor’s (“S&P”) and Fitch Ratings (“Fitch”) have our credit ratings on a stable outlook.
Following the Company’s February 19, 2024 announcement of its agreement to acquire Discover, Moody’s Investors Service
(“Moody’s”) placed our credit ratings on review for a downgrade. Moody’s said its review for downgrade may continue until
the Transaction has been completed.
Other Commitments
In the normal course of business, we enter into other contractual obligations that may require future cash payments that affect
our short-term and long-term liquidity and capital resource needs. Our other contractual obligations include lending
commitments, leases, purchase obligations and other contractual arrangements.
As of December 31, 2024 and 2023, our total unfunded lending commitments were $458.1 billion and $441.3 billion,
respectively, consisting 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. 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 additional information, refer to “Item 8.
Financial Statements and Supplementary Data—Note 19—Commitments, Contingencies, Guarantees and Others” in this
Report.
Our primary involvement with leases is in the capacity as a lessee where we lease premises to support our business. The
majority of our leases are operating leases of office space, retail bank branches and cafés. Our operating leases expire at various
dates through 2071, although some 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. As of both December 31, 2024 and 2023, we had $1.5 billion in aggregate operating lease
obligations, of which $235 million will be due the following 12 months. We provide more information on our lease activity in
“Item 8. Financial Statements and Supplementary Data—Note 8—Premises, Equipment and Leases.”
We have enforceable and legally binding purchase obligations for goods and services such as data management, media and
other software and third-party services. As of December 31, 2024 and 2023, we had $4.0 billion and $789 million, respectively,
in aggregate purchase obligations. This increase is mainly due to recently renewed commitments for certain long term purchase
obligations for goods and services.
We also enter into various contractual arrangements that may require future cash payments, including 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. These arrangements are discussed in more detail in “Item 8. Financial
Statements and Supplementary Data—Note 6—Variable Interest Entities and Securitizations,” “Item 8. Financial Statements
and Supplementary Data—Note 15—Employee Benefit Plans” and “Item 8. Financial Statements and Supplementary Data—
Note 19—Commitments, Contingencies, Guarantees and Others.”
112
Capital One Financial Corporation (COF)
MARKET RISK PROFILE
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 repricing of assets and
liabilities. We manage our interest rate risk primarily by entering into interest rate swaps and other derivative instruments which
could include 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 of hypothetical instantaneous movements in interest rates
relative to our baseline interest rate forecast on our projected 12-month net interest income. Net interest income sensitivity
metrics are derived using the following key assumptions:
•
As of December 31, 2024, our metrics assume a market implied baseline interest rate projection for the upper limit of
the Federal Funds Target Rate of 4.00% at both December 31, 2025 and 2026.
•
In addition to our existing assets, liabilities and derivative positions, we incorporate expected future business growth
assumptions. These assumptions include loan and deposit growth, pricing, plans for projected changes in our funding
mix and our securities and cash position from our internal corporate outlook that is used in our financial planning
process.
•
The analysis assumes this forecast of expected future business growth remains unchanged between the baseline rate
forecast and rate shock scenarios, including no changes to our interest rate risk management activities like securities
and hedging actions.
•
We incorporate the dynamic nature of deposit re-pricing, which includes pricing lags and changes in deposit beta and
mix as interest rates change, and the prepayment sensitivity of our mortgage securities to the level of interest rates. In
our models, deposit betas and mortgage security prepayments vary dynamically based on the level of interest rates and
by product type. In the contexts used in this section, “beta” refers to the change in deposit rate paid relative to the
change in the federal funds rate.
•
In instances where an interest rate scenario would result in a rate less than 0%, we assume a rate of 0% for that
scenario. This assumption applies only to jurisdictions that do not have a practice of employing negative policy rates.
In jurisdictions that have negative policy rates, we do not floor interest rates at 0%.
113
Capital One Financial Corporation (COF)
At the current level of interest rates, our projected 12-month net interest income is expected to increase in higher rate scenarios
and decrease in lower rate scenarios. The decrease in lower rate scenarios is driven by lower interest income from our assets,
including floating rate credit card and commercial loans, being partially offset by lower interest expense from our deposits and
other liabilities, net of our interest rate hedges. Our 12-month net interest income sensitivity was largely unchanged as
compared to December 31, 2023.
Economic Value of Equity Sensitivity
Our economic value of equity sensitivity measure estimates the impact of hypothetical instantaneous movements in interest
rates on the net present value of our assets and liabilities, including derivative exposures. Economic value of equity sensitivity
metrics are derived using the following key assumptions:
•
As of December 31, 2024, our metrics assume a market implied baseline interest rate projection for the upper limit of
the Federal Funds Target Rate of 4.00% at both December 31, 2025 and 2026.
•
The analysis includes only existing assets, liabilities and derivative positions and does not incorporate business growth
assumptions or projected balance sheet changes.
•
Similar to our net interest income sensitivity measure, we incorporate the dynamic nature of deposit repricing and
attrition, which includes pricing lags and changes in deposit beta as interest rates change and the prepayment
sensitivity of our mortgage securities to the level of interest rates. In our models, deposit betas and mortgage security
prepayments vary dynamically based on the level of interest rates and by product type.
•
Balance attrition assumptions for loans, including credit card, auto and commercial loans, remain unchanged between
the baseline interest rate forecast and interest rate shock scenarios as those loans are mainly floating rate or shorter
duration fixed rate loans and hence paydowns have a low sensitivity to the level of interest rates.
•
For assets and liabilities with embedded optionality, such as mortgage securities and deposit balances, we utilize
Monte Carlo simulations to assess economic value with industry-standard term structure modeling of interest rates.
•
Our calculations of net present value apply appropriate spreads over the benchmark yield curve for select assets and
liabilities to capture the inherent risks (including credit risk) to discount expected interest and principal cash flows.
•
In instances where an interest rate scenario would result in a rate less than 0%, we assume a rate of 0% for that
scenario. This assumption applies only to jurisdictions that do not have a practice of employing negative policy rates.
In jurisdictions that have negative policy rates, we do not floor interest rates at 0%.
Our current economic value of equity sensitivity profile demonstrates that our economic value of equity decreases in higher
interest rate scenarios and increases in lower interest rate scenarios. The decrease in higher rate scenarios is due to the declines
in the projected value of our fixed rate assets being only partially offset by corresponding movements in the projected value of
our deposits and other liabilities. The pace of economic value of equity decrease is larger for the +200 bps scenario as our
deposits are assumed to reprice more rapidly in higher interest rate environments. Our current economic value of equity
sensitivity decreased modestly in higher rate scenarios while remaining largely unchanged for lower rate scenarios as compared
to December 31, 2023. The decrease in economic value of equity sensitivity in higher rate scenarios is mainly driven by
modeling enhancements made to our deposit balance attrition forecast assumptions. The enhancement modestly increased the
projected average life (and duration) of our deposit balances. In higher rate scenarios, the value of these deposits increased more
due to longer duration, which provided modestly more offset to the decline in value of fixed-rate assets in these higher rate
scenarios.
114
Capital One Financial Corporation (COF)
Table 32 shows the estimated percentage impact on our projected baseline net interest income and our current economic value
of equity calculated under the methodology described above as of December 31, 2024 and 2023.
Table 32: Interest Rate Sensitivity Analysis
Estimated impact on projected baseline net interest income:
+200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3%
0.7%
+100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.8
0.8
+50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.4
0.4
–50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.4)
(0.5)
–100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.8)
(0.9)
–200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.9)
(2.0)
Estimated impact on economic value of equity:
+200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6.3)
(8.4)
+100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3.0)
(3.7)
+50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.4)
(1.8)
–50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.3
1.6
–100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.5
2.9
–200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.9
4.0
December 31, 2024
December 31, 2023
In addition to these industry standard measures, we also consider the potential impact of alternative interest rate scenarios, such
as larger rate shocks, higher than +/- 200 bps, as well as steepening and flattening yield curve scenarios in our internal interest
rate risk management decisions. We also regularly review the sensitivity of our interest rate risk metrics to changes in our key
modeling assumptions, such as our loan and deposit balance forecasts, mortgage prepayments and deposit repricing.
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 our 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 “Item 8. Financial Statements and Supplementary Data—Note 10—
Derivative Instruments and Hedging Activities.”
115
Capital One Financial Corporation (COF)
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 nominal intercompany funding
outstanding was 1.3 billion GBP and 973 million GBP as of December 31, 2024 and 2023, respectively, and 1.4 billion CAD
and 1.6 billion CAD as of December 31, 2024 and 2023, respectively. Our nominal EUR-denominated borrowings outstanding
were 505 million EUR and 1.3 billion EUR as of December 31, 2024 and 2023, respectively.
Our non-dollar equity investments in foreign operations expose our balance sheet and capital ratios to translation risk in AOCI.
We manage our translation risk 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 2.2 billion GBP as of both
December 31, 2024 and 2023, and 2.6 billion CAD and 2.4 billion CAD as of December 31, 2024 and 2023, respectively.
As a result of our derivative management activities, we believe our net exposure to foreign exchange risk is minimal. For more
information, see “Item 8. Financial Statements and Supplementary Data—Note 10—Derivative Instruments and Hedging
Activities” and “Item 8. Financial Statements and Supplementary Data—Note 11—Stockholders’ Equity.”
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 a historical
simulation approach using the most recent 500 business days and use a 99% 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 “Item 8. Financial Statements and Supplementary Data—Note 10—Derivative Instruments and
Hedging Activities.”
116
Capital One Financial Corporation (COF)
SUPPLEMENTAL TABLES
Table A—Net Charge-Offs
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Average loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 317,421
$ 311,541
$ 292,238
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,748
8,414
3,973
Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.39%
2.70%
1.36%
Table B—Reconciliation of Non-GAAP Measures
The following non-GAAP measure consists of our adjusted results that we believe helps investors and users of our financial
information understand the effect of adjusting items on our selected reported results; however, it may not be comparable to
similarly-titled measures reported by other companies. This adjusted result provides alternate measurements of our operating
performance, both for the current period and trends across multiple periods. The following table presents reconciliations of the
non-GAAP measure to the applicable amounts measured in accordance with U.S. GAAP. The non-GAAP measure below
should not be viewed as a substitute for reported results determined in accordance with U.S. GAAP.
December 31,
(Dollars in millions, except as noted)
2024
2023
2022
Adjusted operating efficiency ratio:
Operating expense (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,924
$
16,307
$
15,146
Discover integration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(234)
—
—
FDIC special assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(41)
(289)
—
Legal reserve activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(75)
—
—
Insurance recoveries and legal reserve activity . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
177
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(72)
Adjusted operating expense (non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,574
$
16,018
$
15,251
Total net revenue (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 39,112
$
36,787
$
34,250
Walmart program agreement termination contra revenue impact . . . . . . . . . . . . .
27
—
—
Adjusted net revenue (non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 39,139
$
36,787
$
34,250
Operating efficiency ratio (U.S. GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43.27 %
44.33 %
44.22 %
Impact of adjustments noted above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(92) bps
(79) bps
31 bps
Adjusted operating efficiency ratio (non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.35 %
43.54%
44.53%
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 U.S. GAAP. These non-GAAP measures should not be viewed as a substitute for reported results
determined in accordance with U.S. GAAP.
117
Capital One Financial Corporation (COF)
December 31,
(Dollars in millions, except as noted)
2024
2023
2022
Tangible Common Equity (Period-End):
Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
60,784
$
58,089
$
52,582
Goodwill and other intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,157)
(15,289)
(14,902)
Noncumulative perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,845)
(4,845)
(4,845)
Tangible common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
40,782
$
37,955
$
32,835
Tangible Assets (Period-End):
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 490,144
$
478,464
$
455,249
Goodwill and other intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,157)
(15,289)
(14,902)
Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 474,987
$
463,175
$
440,347
Tangible Common Equity (Average):
Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
59,799
$
55,195
$
55,125
Goodwill and other intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,237)
(15,207)
(14,905)
Noncumulative perpetual preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,845)
(4,845)
(4,845)
Tangible common equity
$
39,717
$
35,143
$
35,375
Tangible Assets (Average):
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 480,451
$
467,807
$
440,538
Goodwill and other intangible assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15,237)
(15,207)
(14,905)
Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 465,214
$
452,600
$
425,633
TCE Ratio:
Tangible common equity (period-end) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
40,782
$
37,955
$
32,835
Tangible assets (period-end) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
474,987
463,175
440,347
TCE Ratio(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.6 %
8.2 %
7.5 %
Tangible Book Value per Share:
Tangible common equity (period-end) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
40,782
$
37,955
$
32,835
Outstanding Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
381.2
380.4
381.3
Tangible book value per common share (period-end)(3) . . . . . . . . . . . . . . . . . . .
$
106.97
$
99.78
$
86.11
Return on Tangible Assets (Average):
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,750
$
4,887
$
7,360
Tangible assets (Average) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
465,214
452,600
425,633
Return on tangible assets(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.02 %
1.08 %
1.73 %
Return on Tangible Common Equity (Average):
Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . .
$
4,445
$
4,582
$
7,044
Tangible common equity (Average) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39,717
35,143
35,375
Return on tangible common equity(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.18 %
13.04 %
19.91 %
__________
(1)
Includes impact of related deferred taxes.
(2)
TCE ratio is a non-GAAP measure calculated based on TCE divided by period-end tangible assets.
(3)
Tangible book value per common share is a non-GAAP measure calculated based on TCE divided by common shares outstanding.
(4)
Return on average tangible assets is a non-GAAP measure calculated based on annualized net income (loss) from continuing operations, net of tax, for the
period divided by average tangible assets for the period.
(5)
Return on average tangible common equity is a non-GAAP measure calculated based on annualized net income (loss) available to common stockholders
less income (loss) from discontinued operations, net of tax, for the period, divided by average TCE.
118
Capital One Financial Corporation (COF)
Glossary and Acronyms
2004 Plan: The Amended and Restated 2004 Stock Incentive Plan.
2019 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.
2022 Call Report: Consolidated Reports of Condition and Income, (“FFIEC 031”) as of December 31, 2022.
Allowance coverage ratio: Allowance for credit losses as a percentage of loans held for investment.
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.
AML Act: Anti-Money Laundering Act of 2020, enacted as part of the National Defense Authorization Act, requires the U.S.
Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) to issue a number of rules that will update and
expand the BSA’s regulatory requirements.
Annual Report: References to “this Report” or our “2024 Form 10-K” or “2024 Annual Report” are to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2024.
Bank: CONA, Capital One Financial Corporation’s principal operating subsidiary.
Basel Committee: The Basel Committee on Banking Supervision.
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 Finalization Proposal: The notice of proposed rulemaking released by the Federal Banking Agencies on July 27,
2023 to revise the Basel III Capital Rules applicable to banking organizations with total assets of $100 billion or more and their
subsidiary depository institutions.
Basel III standardized approach: The Basel III Capital Rules modified Basel I to create the Basel III standardized approach.
BHC Act:
Capital One Canada: Capital One Bank (Canada Branch).
Capital One or the Company: Capital One Financial Corporation and its subsidiaries.
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 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.
CECL Transition Election: The optional five-year transition period provided to banking institutions to phase in the impact of
the CECL standard on their regulatory capital.
CECL Transition Rule: A rule adopted by the Federal Banking Agencies and effective in 2020 that provides banking
institutions an optional five-year transition period to phase in the impact of the CECL standard on their regulatory capital.
CODM: The Chief Operating Decision Maker for each of our business segments.
119
Capital One Financial Corporation (COF)
Common equity Tier 1 (“CET1”) capital: CET1 capital primarily includes qualifying common shareholders’ equity, retained
earnings and certain AOCI amounts less certain deductions for goodwill, intangible assets, and certain deferred tax assets.
CONA: Capital One, National Association, one of our wholly-owned subsidiaries, which offers a broad spectrum of banking
products and financial services to consumers, small businesses and commercial clients.
CONA Bank Merger: The merger of Discover Bank, a Delaware-chartered bank and wholly owned subsidiary of Discover,
with and into CONA, with CONA as the surviving entity.
Contingency Funding Plan (“CFP”): A plan that describes the Company’s event management process and management
response plans to ensure that the Company is prepared to respond to a liquidity crisis and to maintain the liquidity necessary to
fund normal operating requirements. The plan establishes liquidity monitoring, quantitative assessment (including sizing of
potential access to alternative contingent liquidity resources, qualitative and quantitative triggers that would signal risk, the
liquidity event management process, and annual testing of the different components of the CFP.
Credit risk: 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.
Deposit Insurance Fund (“DIF”): A fund maintained by the FDIC to provide insurance coverage for certain deposits. It is
funded through assessments on banks.
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
205, that are removed from continuing operations when that component has been disposed of or it is management’s intention to
sell the component.
Discover: Discover Financial Services, a Delaware corporation
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expanded Risk-Based Approach: The proposed framework for calculating risk-weighted assets for credit risk, operational
risk, credit valuation adjustment risk and market risk that was introduced by the Basel III Finalization Proposal.
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 Deposit Insurance Corporation (“FDIC”): An independent U.S. governmental agency that administers the Deposit
Insurance Fund.
Federal Reserve: The Board of Governors of the Federal Reserve System.
FFIEC 031: Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices filed quarterly with
the Federal Banking Agencies.
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.
Financial Difficulty Modification (“FDM”): A FDM is deemed to occur when a loan modification is made to a borrower
experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant
payment delay, a term extension, or a combination of these modifications in the current reporting period. FDMs became
effective with the adoption of ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings
and Vintage Disclosures on January 1, 2023.
Foreign exchange contracts: Contracts that provide for the future receipt or delivery of foreign currency at previously agreed-
upon terms.
120
Capital One Financial Corporation (COF)
Framework: The Capital One enterprise-wide risk management framework.
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 Bank (“FHLB”).
Interest method: Method of amortization used to arrive at periodic interest income at a constant effective yield on the net
investment in a financial asset.
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 a Moody’s long-term rating of Baa3 or better; and/or a S&P long-term rating of BBB- or better;
and/or a Fitch 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: The final rules published by the Basel Committee and as implemented by the Federal Banking Agencies in 2014 for
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.
Leverage ratio: Tier 1 capital divided by average assets after certain adjustments, as defined by 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.
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.
LTD Proposal: The proposed rule released by the Federal Banking Agencies on August 29, 2023 that would require banking
organizations with $100 billion or more in total assets to comply with certain long-term debt requirements and clean holding
company requirements.
Loss severity: Loss given default.
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 revenues 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 agreement: 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.
Merger Agreement: Agreement and Plan of Merger, dated as of February 19, 2024, by and among Discover, Capital One and
Merger Sub.
Merger: The merger of Merger Sub with and into Discover, with Discover as the surviving entity, pursuant to the Merger
Agreement.
Merger Sub: Vega Merger Sub, Inc.
121
Capital One Financial Corporation (COF)
Mortgage servicing rights (“MSRs”): The right to service a mortgage loan when the underlying loan is sold or securitized.
Servicing includes collections of 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.
Negative net charge-offs and related rates are captioned as net recoveries.
Net interest margin: Represents (annualized) net interest income divided by average interest-earning assets for the 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.
NSFR Rule: The final rules published by the Basel Committee and as issued by the Federal Banking Agencies in October 2020
implementing the net stable funding ratio (“NSFR”) in the United States. 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.
Patriot Act: The USA PATRIOT Act of 2001.
PR Rules: The U.S. prudential regulators’ margin rules for uncleared derivatives.
Proxy Statement: Proxy statement for the 2024 Annual Stockholder Meeting.
Public Fund Deposits: Deposits that are derived from a variety of political subdivisions such as school districts and
municipalities.
Purchase Plan: Our Associate Stock Purchase Plan, which is a compensatory plan under the accounting guidance for stock-
based compensation.
Purchase volume: Consists of purchase transactions, net of returns, for the period, and excludes cash advance and balance
transfer transactions.
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.
Recovery Plan: A plan that describes the Company’s approach for effectively responding to severely-adverse stress at both
CONA and the Company. The Recovery Plan establishes qualitative and quantitative triggers for CONA and the Company that
would signal the risk or existence of severely-adverse stress at the respective entity and identifies several specific remedial
actions for recovery status that the Company can use to effectively respond to the stress environment. The Recovery Plan is
separate from, but complementary to, the CFP.
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 the business locations and/or activities being exited.
Risk Committee: The Risk Committee of the Board of Directors.
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.
Second Step Merger: The merger of Discover with and into Capital One, with Capital One as the surviving entity
Securitized debt obligations: A type of asset-backed security and structured credit product constructed from a portfolio of
fixed-income assets.
Stress capital buffer requirement: A component of our standardized approach capital conservation buffer, which is
recalibrated annually based on the results of our supervisory stress tests.
Stress Capital Buffer Rule: The final rule issued by the Federal Reserve in March 2020 to implement the stress capital buffer
requirement.
122
Capital One Financial Corporation (COF)
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.
Tangible common equity (“TCE”): A non-GAAP financial measure calculated as common equity less goodwill and other
intangible assets inclusive of any related deferred tax liabilities.
This Report: This Annual Report on Form 10-K for the period ended December, 31 2024.
Transaction: On February 19, 2024, we entered into the Merger Agreement to acquire Discover in an all-stock transaction.
Trapped liquidity: The amount of high-quality liquid assets (HQLA) held by a bank that may not be transferred to other
affiliates. This amount is excluded from the bank's HQLA amount.
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. The accounting guidance for TDRs
was eliminated by ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and
Vintage Disclosures, which we adopted as of January 1, 2023.
Unfunded lending commitments: Legally binding agreements to provide a defined level of financing until a specified future
date.
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.
U.S. Real Gross Domestic Product (“GDP”): An inflation-adjusted measure that reflects the value of all goods and services
produced by an economy in a given year.
Variable interest entity (“VIE”): An entity that, by design, either (i) lacks sufficient equity to permit the entity to finance its
activities without additional subordinated financial support from other parties; or (ii) has equity investors that do not have (a)
the ability to make significant decisions relating to the entity’s operations through voting rights, (b) the obligation to absorb the
expected losses, and/or (c) the right to receive the residual returns of the entity.
Virginia Financial Institution Holding Company Act: Chapter 7 of Title 6.2 of the Code of Virginia governing the
acquisition of interests in Virginia financial institutions.
123
Capital One Financial Corporation (COF)
Acronyms
ABS: Asset-backed securities
ACL: Allowance for credit losses
AML: Anti-money laundering
AOCI: Accumulated other comprehensive income
ASU: Accounting Standards Update
ATM: Automated teller machine
AWS: Amazon Web Services, Inc.
BHC: Bank holding company
BHC Act: The Bank Holding Company Act of 1956, as amended.
bps: Basis points
BSA: The Bank Secrecy Act
CAD: Canadian dollar
CAP: Compliance Assurance Process
CCPA: California Consumer Privacy Act (as amended by the California Privacy Rights Act)
CCP: Central Counterparty Clearinghouse, or Central Clearinghouse
CDE: Community development entities
CECL: Current expected credit loss
CEO: Chief Executive Officer
CET1: Common equity Tier 1 capital
CFO: Chief Financial Officer
CFPB: Consumer Financial Protection Bureau
CFTC: Commodity Futures Trading Commission
CIBC: Change in Bank Control Act
CIO: Chief Information Officer
CIRCIA: Cyber Incident Reporting for Critical Infrastructure Act
CISA: Cybersecurity and Infrastructure Security Agency
CISO: Chief Information Security Officer
CMBS: Commercial mortgage-backed securitiesCME: Chicago Mercantile Exchange
CODM: Chief Operating Decision Maker
COEP: Capital One (Europe) plc
COF: Capital One Financial Corporation
CONA: Capital One, National Association
COSO: Committee of Sponsoring Organizations of the Treadway Commission
CRA: Community Reinvestment Act
CTRO: Chief Technology Risk Officer
CVA: Credit valuation adjustment
DCF: Discounted cash flow
DFAST: Dodd-Frank Act Stress Tests
DIB: Diversity Inclusion and Belonging
DIF: Deposit Insurance Fund
DRR: Designated Reserve Ratio
DTCC: Depository Trust and Clearing Corporation
DVA: Debit valuation adjustment
ECRP: Enterprise Cyber Response Plan
EU: European Union
124
Capital One Financial Corporation (COF)
EU GDPR: EU General Data Protection Regulation
EUR: Euro
Fannie Mae: Federal National Mortgage Association
FASB: Financial Accounting Standards Board
FCA: Financial Conduct Authority
FCAC: Financial Consumer Agency of Canada
FCM: Futures commission merchant
FCRA: Fair Credit Reporting Act
FDM: Financial difficulty modification
FDIC: Federal Deposit Insurance Corporation
FDICIA: Federal Deposit Insurance Corporation Improvement Act of 1991
FFIEC: Federal Financial Institutions Examination Council
FHC: Financial Holding Company
FHLB: Federal Home Loan Bank
FICC - GSD: Fixed Income Clearing Corporation - Government Securities Division
FICO: Fair Isaac Corporation
FinCEN: Financial Crimes Enforcement Network
FINRA: Financial Industry Regulatory Authority
FIS: Fidelity Information Services
Fitch: Fitch Ratings
Freddie Mac: Federal Home Loan Mortgage Corporation
FS-ISAC: Financial Services Information Sharing and Analysis Center
FVC: Fair Value Committee
GAAP: Generally accepted accounting principles in the U.S.
GBP: Pound sterling
GDP: U.S. Real Gross Domestic Product
GDPR: General Data Protection Regulation
Ginnie Mae: Government National Mortgage Association
GLBA: Gramm-Leach-Bliley Act
G-SIB: Global systemically important banks
GSE or Agency: Government-sponsored enterprise
HFI: Held for Investment
HQLA: High-Quality Liquid Assets
ICE: Intercontinental Exchange
IRM: Independent Risk Management
IRS: Internal Revenue Service
LCH: LCH Group
LCR: Liquidity coverage ratio
LLC: Limited liability company
LTV: Loan-to-Value
Moody’s: Moody’s Investors Service
MSRs: Mortgage servicing rights
NORA: Notice of Opportunity to Respond and Advise
NOIT: Notice of Intent to Terminate
NSFR: Net stable funding ratio
NYSE: New York Stock Exchange
125
Capital One Financial Corporation (COF)
OCC: Office of the Comptroller of the Currency
OCI: Other comprehensive income
OFAC: Office of Foreign Assets Control
OPC: Canada’s Office of Privacy Commissioner
OSFI: Office of the Superintendent of Financial Institutions
OTC: Over-the-counter
PCA: Prompt corrective action
PCAOB: Public Company Accounting Oversight Board
PCCR: Purchased credit card relationship
PCD: Purchased Credit-Deteriorated
PIPEDA: Personal Information Protection and Electronic Document Act
PPI: Payment protection insurance
PSU: Performance share units
RMBS: Residential mortgage-backed securities
ROU: Right-of-use
RSU: Restricted stock unit
S&P: Standard & Poor’s
SEC: U.S. Securities and Exchange Commission
SOFR: Secured Overnight Financing Rate
TCE: Tangible common equity
TDR: Troubled debt restructuring
TILA: Truth in Lending Act
TSYS: Total System Services LLC
U.K.: United Kingdom
U.K. GDPR: U.K. General Data Protection Regulation
U.S.: United States of America
USD: United States Dollar
VAC: Valuations Advisory Committee
VaR: Value-At-Risk
VIE: Variable interest entity
VOE: Voting interest entity
126
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 “Item 7. MD&A—Market Risk Profile.”
127
Capital One Financial Corporation (COF)
Item 8. Financial Statements and Supplementary Data
Page
Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB ID
42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID 42)
131
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Note 2—Business Combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
Note 3—Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
Note 4—Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments . . . . . . . . . . . . . . . . . . . . .
171
Note 6—Variable Interest Entities and Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Note 7—Goodwill and Other Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
Note 8—Premises, Equipment and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
Note 9—Deposits and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184
Note 10—Derivative Instruments and Hedging Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
Note 11—Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
Note 12—Regulatory and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
Note 13—Earnings Per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Note 14—Stock-Based Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Note 15—Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
Note 16—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
Note 17—Fair Value Measurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
Note 18—Business Segments and Revenue from Contracts with Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217
Note 19—Commitments, Contingencies, Guarantees and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
222
Note 20—Capital One Financial Corporation (Parent Company Only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
Note 21—Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
128
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, 2024, based on the framework in “2013 Internal Control—Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”), commonly referred to as the “2013 Framework.”
Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial
reporting was effective based on the criteria established by COSO in the 2013 Framework. Additionally, based upon
management’s assessment, the Company determined that there were no material weaknesses in its internal control over
financial reporting as of December 31, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, has been audited by
Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses
an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chair and Chief Executive Officer
/s/ ANDREW M. YOUNG
Andrew M. Young
Chief Financial Officer
February 20, 2025
129
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, 2024, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Capital One Financial Corporation (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated
statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the
period ended December 31, 2024, and the related notes and our report dated February 20, 2025 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 20, 2025
130
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, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in stockholders’
equity and cash flows for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 20, 2025 expressed an unqualified opinion thereon.
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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
131
Capital One Financial Corporation (COF)
Allowance for credit losses – Credit Card
Description of the
Matter
On December 31, 2024, the Company’s allowance for credit losses for the credit card portfolio was
$13.0 billion. As more fully described in Note 1 and Note 5 of the consolidated financial statements,
the allowance for credit losses (ACL or allowance) 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 loss forecasting models based upon various statistical analyses with adjustments
for current conditions and reasonable and supportable forecasts of conditions, which includes expected
economic conditions. 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 portfolio was especially
challenging and highly judgmental due to the significant judgment required in establishing certain
components of the qualitative element. The qualitative element requires management to make
judgments regarding current and forward-looking conditions, internal and external factors, and
uncertainty as it relates to economic, model, or forecast risks, where not already captured in the
modeled results.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the
internal controls over the 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 allowance results. 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.
Our audit response included evaluating the comprehensive framework of the ACL, which involved
engaging EY Specialists to evaluate the model methodology, model performance and model
governance, as well as the conceptual soundness of certain qualitative elements. We also performed
testing on data inputs utilized in the qualitative element calculation, as well as recalculated the
qualitative element based on the framework. We evaluated the overall credit card ACL, inclusive of
qualitative elements, and whether the recorded ACL appropriately reflects expected credit losses on
the portfolio. Additionally, we performed searches for contrary evidence, which included reviewing
historical loss statistics, peer bank metrics, and subsequent events and considered whether such
information indicated that management’s judgements were not reasonable or consistently applied.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
Tysons, Virginia
February 20, 2025
132
Capital One Financial Corporation (COF)
Year Ended December 31,
(Dollars in millions, except per share-related data)
2024
2023
2022
Interest income:
Loans, including loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
40,894
$
37,410
$
28,910
Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,873
2,550
1,884
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,267
1,978
443
Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,034
41,938
31,237
Interest expense:
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,493
9,489
2,535
Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
958
959
384
Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,333
2,204
1,074
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
45
130
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,826
12,697
4,123
Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,208
29,241
27,114
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,716
10,426
5,847
Net interest income after provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,492
18,815
21,267
Non-interest income:
Interchange fees, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,882
4,793
4,606
Service charges and other customer-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,976
1,667
1,625
Net securities losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(34)
(9)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,081
1,120
914
Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,904
7,546
7,136
Non-interest expense:
Salaries and associate benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,398
9,302
8,425
Occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,366
2,160
2,050
Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,562
4,009
4,017
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,610
1,268
1,807
Communications and data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,462
1,383
1,379
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
82
70
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,011
2,112
1,415
Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,486
20,316
19,163
Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,910
6,045
9,240
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,163
1,158
1,880
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,747
4,887
7,360
Income from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
0
0
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,750
4,887
7,360
Dividends and undistributed earnings allocated to participating securities . . . . . . . . . . . . . . . . . . . . . . . . .
(77)
(77)
(88)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(228)
(228)
(228)
Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,445
$
4,582
$
7,044
Basic earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.60
$
11.98
$
17.98
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.01
0.00
0.00
Net income per basic common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.61
$
11.98
$
17.98
Diluted earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.58
$
11.95
$
17.91
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.01
0.00
0.00
Net income per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.59
$
11.95
$
17.91
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
See Notes to Consolidated Financial Statements.
133
Capital One Financial Corporation (COF)
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,750
$
4,887
$
7,360
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(775)
907
(7,973)
Net unrealized gains (losses) on hedging relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(227)
689
(2,300)
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23)
46
1
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
6
(18)
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,018)
1,648
(10,290)
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,732
$
6,535
$
(2,930)
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
See Notes to Consolidated Financial Statements.
134
Capital One Financial Corporation (COF)
(Dollars in millions, except per share-related data)
December 31, 2024
December 31, 2023
Assets:
Cash and cash equivalents:
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,028
$
4,903
Interest-bearing deposits and other short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,202
38,394
Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43,230
43,297
Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
441
458
Securities available for sale (amortized cost of $93.0 billion and $88.1 billion and allowance for credit losses
of $4 million as of both December 31, 2024 and 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,013
79,117
Loans held for investment:
Unsecuritized loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298,241
289,229
Loans held in consolidated trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,534
31,243
Total loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327,775
320,472
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,258)
(15,296)
Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311,517
305,176
Loans held for sale ($87 million and $347 million carried at fair value as of December 31, 2024 and 2023,
respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202
854
Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,511
4,375
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,532
2,478
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,059
15,065
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,639
27,644
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
490,144
$
478,464
Liabilities:
Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
666
$
649
Deposits:
Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,122
28,024
Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336,585
320,389
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
362,707
348,413
Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,264
18,043
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . .
562
538
Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,696
31,248
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
27
Total other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,287
31,813
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,436
21,457
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
429,360
420,375
Commitments, contingencies and guarantees (see Note 19)
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, 2024 and 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
Common stock (par value $0.01 per share; 1,000,000,000 shares authorized; 702,224,674 and 696,242,668
shares issued as of December 31, 2024 and 2023, respectively; 381,230,343 and 380,389,609 shares
outstanding as of December 31, 2024 and 2023, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
7
Additional paid-in capital, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,428
35,541
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64,505
60,945
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,286)
(8,268)
Treasury stock, at cost (par value $0.01 per share; 320,994,331 and 315,853,059 shares as of December 31,
2024 and 2023, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(30,870)
(30,136)
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,784
58,089
Total liabilities and stockholders’ equity
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
490,144
$
478,464
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
See Notes to Consolidated Financial Statements.
135
Capital One Financial Corporation (COF)
(Dollars in millions)
Preferred Stock
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Stockholders’
Equity
Shares
Amount
Shares
Amount
Balance as of December 31, 2021
4,975,000
$
0
685,057,944
$
7
$ 34,112
$ 51,006
$
374
$ (24,470) $
61,029
Comprehensive income (loss) . . . .
7,360
(10,290)
(2,930)
Dividends—common stock(1) . . . .
33,511
0
4
(954)
(950)
Dividends—preferred stock . . . . .
(228)
(228)
Purchases of treasury stock . . . . . .
(4,948)
(4,948)
Issuances of common stock and
restricted stock, net of forfeitures .
4,909,173
0
276
276
Exercises of stock options . . . . . . .
333,794
0
19
19
Compensation expense for
restricted stock units . . . . . . . . . . .
314
314
Balance as of December 31, 2022
4,975,000
$
0
690,334,422
$
7
$ 34,725
$ 57,184
$
(9,916) $ (29,418) $
52,582
Cumulative effects of accounting
standards adoption(2)(3)
. . . . . . . . . .
37
37
Comprehensive income . . . . . . . . .
4,887
1,648
6,535
Dividends—common stock(1) . . . .
39,420
0
4
(935)
(931)
Dividends—preferred stock . . . . .
(228)
(228)
Purchases of treasury stock . . . . . .
(718)
(718)
Issuances of common stock and
restricted stock, net of forfeitures .
5,731,927
0
299
299
Exercises of stock options . . . . . . .
136,899
0
10
10
Compensation expense for
restricted stock units . . . . . . . . . . .
503
503
Balance as of December 31, 2023
4,975,000
$
0
696,242,668
$
7
$ 35,541
$ 60,945
$
(8,268) $ (30,136) $
58,089
Cumulative effects of accounting
standards adoption(4) . . . . . . . . . . .
(25)
(25)
Comprehensive income (loss) . . . .
4,750
(1,018)
3,732
Dividends—common stock(1) . . . .
38,319
0
5
(937)
(932)
Dividends—preferred stock . . . . .
(228)
(228)
Purchases of treasury stock . . . . . .
(734)
(734)
Issuances of common stock and
restricted stock, net of forfeitures .
5,767,946
0
323
323
Exercises of stock options . . . . . . .
175,741
0
4
4
Compensation expense for
restricted stock units . . . . . . . . . . .
555
555
Balance as of December 31, 2024
4,975,000
$
0
702,224,674
$
7
$ 36,428
$ 64,505
$
(9,286) $ (30,870) $
60,784
__________
(1)
We declared dividends per share on our common stock of $0.60 in each quarter of 2024, 2023 and 2022.
(2)
Impact from the adoption of ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) and Vintage
Disclosures as of January 1, 2023.
(3)
We have equity method investments in certain non-public entities which adopted ASU 2019-10, Financial Instruments - Credit Losses (Topic 326),
Derivatives and Hedging (Topic 815), and Leases (Topic 842) as of January 1, 2023. The impact to retained earnings was recorded in the second quarter
of 2023, on a one quarter lag consistent with our standard operating procedures for equity method investments.
(4)
Impact from the adoption of ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit
Structures Using the Proportional Amortization Method as of January 1, 2024.
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
See Notes to Consolidated Financial Statements.
136
Capital One Financial Corporation (COF)
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Operating activities:
Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,747
$
4,887
$
7,360
Income from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
0
0
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,750
4,887
7,360
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,716
10,426
5,847
Depreciation and amortization, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,237
3,226
3,210
Deferred tax provision (benefit)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(853)
(723)
(772)
Net securities losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
34
9
Loss (gain) on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
6
(196)
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
569
513
314
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
51
40
Loans held for sale:
Originations and purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,688)
(4,602)
(8,822)
Proceeds from sales and paydowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,870
4,432
9,679
Changes in operating assets and liabilities:
Changes in interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(54)
(359)
(641)
Changes in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(426)
716
(2,973)
Changes in interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
122
246
Changes in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,104)
1,846
511
Net change from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
0
(3)
Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,159
20,575
13,809
Investing activities:
Securities available for sale:
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17,183)
(10,446)
(14,850)
Proceeds from paydowns and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,849
8,841
19,074
Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
290
2,570
Loans:
Net changes in loans originated as held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21,431)
(17,822)
(35,885)
Principal recoveries of loans previously charged off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,001
2,288
2,091
Changes in premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,204)
(961)
(934)
Net cash used in acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
(2,785)
(1,176)
Net cash used in other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,617)
(1,325)
(628)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(26,410)
(21,920)
(29,738)
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
See Notes to Consolidated Financial Statements.
137
Capital One Financial Corporation (COF)
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Financing activities:
Deposits and borrowings:
Changes in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
14,156
$
15,172
$
22,539
Issuance of securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,805
3,292
9,728
Maturities and paydowns of securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,828)
(2,483)
(7,060)
Issuance of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,985
8,218
21,272
Maturities and paydowns of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,411)
(8,436)
(15,561)
Changes in other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
(351)
44
Common stock:
Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
299
276
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(932)
(931)
(950)
Preferred stock:
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(228)
(228)
(228)
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(734)
(718)
(4,948)
Proceeds from share-based payment activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
10
19
Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,167
13,844
25,131
Changes in cash, cash equivalents and restricted cash for securitization investors . . . . . . . . . . . . . . . . .
(84)
12,499
9,202
Cash, cash equivalents and restricted cash for securitization investors, beginning of the period . . . . . .
43,755
31,256
22,054
Cash, cash equivalents and restricted cash for securitization investors, end of the period . . . . . . . . . . .
$
43,671
$
43,755
$
31,256
Supplemental cash flow information:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,201
10,823
3,609
Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,105
1,355
1,852
CAPITAL ONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
See Notes to Consolidated Financial Statements.
138
Capital One Financial Corporation (COF)
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” or “Capital One”) offer a broad array of financial products and services to consumers,
small businesses and commercial clients through digital channels, branch locations, cafés and other distribution channels.
As of December 31, 2024, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National
Association (“CONA”). The Company is hereafter collectively referred to as “we,” “us” or “our.” CONA is referred to as the
“Bank.”
We also offer products outside of the United States of America (“U.S.”) principally through Capital One (Europe) plc
(“COEP”), an indirect subsidiary of CONA organized and located in the United Kingdom (“U.K.”), and through a branch of
CONA in Canada. Both COEP and our Canadian branch of CONA have 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 any recent material acquisitions into
our business segments, and the allocation methodologies and accounting policies used to derive our business segment results in
“Note 18—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.
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 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 are accounted for under the equity method. If we do not have significant influence, we measure equity
investments at fair value with changes in fair value 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 for investments accounted for under the equity method and
dividends from other equity investments in other non-interest income in our consolidated statements of income. The carrying
value of investments included in other assets, excluding tax advantage investments, totaled $1.2 billion and $1.0 billion as of
December 31, 2024 and 2023, respectively, which primarily included equity investments measured using the alternative
measurement method and equity method investments. The carrying value of equity investments measured using the alternative
measurement method totaled $757 million and $669 million as of December 31, 2024 and 2023, respectively.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
139
Capital One Financial Corporation (COF)
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 6
—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 agreements 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 agreements for
balance sheet presentation where a right of setoff exists. For derivative contracts entered into under master netting agreements
for which we have not been able to confirm the enforceability of the setoff rights, or those not subject to master netting
agreements, we do not offset our derivative positions for balance sheet presentation. See “Note 10—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 9—
Deposits and Borrowings” and “Note 10—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 9—Deposits and Borrowings.”
Investment Securities
Our investment portfolio consists primarily of the following: U.S. Treasury securities; U.S. government-sponsored enterprise or
agency (“GSE” or “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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
140
Capital One Financial Corporation (COF)
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. We did not have any securities that were classified as held to
maturity as of December 31, 2024 and 2023.
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. 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 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.
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 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 that impairment through the provision for credit losses in our consolidated
statements of income and correspondingly establish 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 any allowance for credit losses as the
investment security could be sold at its fair value to prevent realization of any 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, certain government-sponsored enterprises, and certain foreign sovereign governments or
supranational organizations. 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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
141
Capital One Financial Corporation (COF)
For investment securities which require further assessment, we perform a quantitative analysis using a discounted cash flow
(“DCF”) methodology and compare the present value of expected future cash flows 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 3—Investment Securities” for additional information.
Loans
Our loan portfolio consists of loans held for investment, including loans held in 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.
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 classified as held for investment, earned finance
charges and fees are included in either loans held for investment (if they have been billed to the customer) or interest receivable
(if they have not yet been billed to the customer).
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 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 generally determined on an aggregate portfolio basis for each loan
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
142
Capital One Financial Corporation (COF)
type, however, fair value may be determined on an individual basis when circumstances warrant. 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 remaining 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 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
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 unpaid principal balance 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.
These loans are herein referred to as purchased credit-deteriorated (“PCD”) loans and require the recognition of an allowance
for credit losses at the time of acquisition.
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. Loan
modifications to a borrower experiencing financial difficulty in the form of principal forgiveness, an interest rate reduction, a
delay in payment, including payment deferrals or a term extension are reported as Financial Difficulty Modifications (“FDMs”).
As restructurings offered to borrowers experiencing financial difficulty are typically not at market terms, FDMs are generally
accounted for as a continuation of the existing loan. See “Note 4—Loans” for additional information on our loan modifications
and restructurings.
Loan Modifications and Restructurings Prior to Adoption of ASU No. 2022-02
In periods prior to 2023, a loan modification in which a concession is granted to a borrower experiencing financial difficulty
was accounted for and reported as a TDR. These 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
modifications. See “Note 4—Loans” for additional information on our loan modifications and restructurings.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
143
Capital One Financial Corporation (COF)
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 consumer and commercial 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. Loans classified as held for sale are
excluded from nonperforming classification consideration.
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, though any
amounts deemed uncollectible are reserved for in our allowance for credit losses.
•
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, which is 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.
•
Modified loans and troubled debt restructurings: Modified loans, including TDRs for periods ending on or before
December 31, 2022 and FDMs for periods beginning on or after January 1, 2023, 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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
144
Capital One Financial Corporation (COF)
•
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 or 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 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. In certain bankruptcy discharges, the loan is written down to the collateral value and the charged off
amount is reported as principal reduction. Charge-off 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. 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 (“CECL”) 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.
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 recovery expectations 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. 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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Capital One Financial Corporation (COF)
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. We assess our credit card and
consumer banking loan portfolios 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. The undrawn credit
exposure associated with our credit card loans is unconditionally cancellable. For this reason, expected credit losses are
measured based only on the drawn balance at each quarterly measurement date and 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.
For consumer banking and commercial banking 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” sections of this Note for information on what we consider timely. For credit
card loans, we do not make this election, and we reserve for uncollectible accrued interest relating to credit card loans in the
allowance.
The allowance related to credit card and consumer banking loans is 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 future 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 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 and 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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
146
Capital One Financial Corporation (COF)
The allowance related to smaller-balance homogeneous credit card and consumer banking loans whose terms have been
modified 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.
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 allowance and the reserve for unfunded lending
commitments in future periods. See “Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments”
for additional information.
Securitization of Loans
Our loan securitization activities provide a source of funding and primarily involve the securitization of credit card and auto
loans. Loan securitization involves the transfer of a pool of loan receivables from our portfolio to a trust. The trust then sells
undivided interests 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 transferred from our portfolio. We remove loans from our consolidated balance sheets if
securitizations qualify as sales to unconsolidated VIEs, recognize assets retained and liabilities assumed at fair value and record
a gain or loss on the transferred loans. Alternatively, if the transfer does not qualify as a sale but instead is considered a secured
borrowing, the loans will remain on our consolidated balance sheets with an offsetting liability recognized for the amount of
proceeds received. See “Note 6—Variable Interest Entities and Securitizations” for additional details.
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 generally estimated as follows:
Premises and Equipment
Useful Lives
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5-39 years
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3-10 years
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 years
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lesser of the useful life or the
remaining lease term
CAPITAL ONE FINANCIAL CORPORATION
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Capital One Financial Corporation (COF)
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 8—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 8—Premises, Equipment and Leases” for additional information.
Goodwill and Other Intangible Assets
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 assets acquired and liabilities assumed as of the acquisition date and is
generally assigned to one or more reporting units at acquisition date. 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 Finance, 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 7—Goodwill and Other 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 we retain the right to service these loans in exchange for a servicing 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 7—Goodwill and Other Intangible Assets” for additional information.
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 17—Fair Value
Measurement” for details.
Restricted Equity Investments
We have investments in Federal Home Loan Bank (“FHLB”) stock and in Federal Reserve Bank 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 legal and regulatory 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 costs, including fees for attorneys and experts, expected to be incurred in connection with a loss
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
148
Capital One Financial Corporation (COF)
contingency are expensed as services are provided. See “Note 19—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 rewards that a customer earns varies based on the terms and conditions of the rewards program and
product. When rewards are earned by a customer, the cost of the rewards 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. Our customer rewards reserve assumes the substantial majority of all
rewards earned will eventually be redeemed.
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, direct loan origination costs, 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
interest method. Costs deferred include, among other things, incentives paid to our network of auto dealers for loan referrals.
We may elect to factor prepayment estimates into the calculation of the constant effective yield to apply the interest method for
certain loan portfolios. 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.
The unamortized premiums, discounts and other basis adjustments on investment securities are included as components of the
investment securities’ carrying value and are generally recognized in interest income as yield adjustments over the contractual
lives of the securities using the interest method. However, premiums for certain callable investment securities are amortized to
the earliest call date.
Finance charges and fees on credit card loans are recorded in revenue when earned and presented on our consolidated balance
sheets within either loan receivables (if they have been billed to the customer) or interest receivable (if they have not yet been
billed to the customer). 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.
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 can vary based on cardholder purchase volumes, among other factors.
We recognize interchange income upon settlement. See “Note 18—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 a mutual
customer base. We primarily issue private-label and cobrand credit card loans to these customers over the terms of the
partnership agreements.
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. Our payments to partners are generally recorded as reductions of revenue or as marketing expenses, depending on the
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
149
Capital One Financial Corporation (COF)
nature of the payments. 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 5—Allowance for Credit
Losses and Reserve for Unfunded Lending Commitments” for additional information related to our loss sharing arrangements.
Stock-Based Compensation
We are authorized to issue stock–based compensation to employees and directors in various forms, primarily as restricted stock
units (“RSUs”) and performance share units (“PSUs”). In addition, we also issue cash-settled RSUs 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. 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 to participants that are eligible for retirement or become
eligible during the vesting period are expensed immediately or over the time period between the grant date and when the
participant becomes retirement eligible, respectively. Stock-based compensation expense is included in salaries and associate
benefits in the consolidated statements of income.
For RSUs and PSUs, 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. 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 14—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, including spend-based bonuses. 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 release
income tax effects stranded in AOCI when an entire portfolio of the type of item is sold, terminated or extinguished. 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 16
—Income Taxes” for additional details.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
150
Capital One Financial Corporation (COF)
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 and
are therefore 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
outstanding during the period. Common stock equivalents include stock options, RSUs and PSUs. 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 13—Earnings Per Common Share” for additional details.
Derivative Instruments and Hedging Activities
All derivative financial instruments, whether designated in a qualifying hedge accounting relationship or not, are reported at
their fair value on our consolidated balance sheets as either assets or liabilities. See “Note 10—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. See “Note 17—Fair Value
Measurement” for additional information.
Accounting for Acquisitions
We account for business combinations under the acquisition method of accounting. Under the acquisition method, identifiable
tangible and intangible assets acquired, liabilities assumed and any non-controlling interest in the acquiree are recorded at fair
value as of the acquisition date, with limited exceptions. Transaction costs and any 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 assets
acquired and liabilities assumed. If the fair value of the assets acquired and liabilities assumed 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.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
151
Capital One Financial Corporation (COF)
Newly Adopted Accounting Standards During the Year Ended December 31, 2024
Standard
Guidance
Adoption Timing and
Financial Statement Impacts
Tax Credit Investments
ASU No. 2023-02, Investments -
Equity Method and Joint Ventures
(Topic
323):
Accounting
for
Investments in Tax Credit Structures
Using the Proportional Amortization
Method
Issued March 2023
Permits entities to elect to account for their tax
equity investments, regardless of the tax credit
program from which the income tax credits are
received, using the proportional amortization
method, if certain criteria are met. Previously,
only
Low-Income
Housing
Tax
Credit
investments were eligible for application of the
proportional amortization method.
We adopted this standard on its effective date of
January 1, 2024 using a modified retrospective
transition
method,
which
results
in
a
cumulative-effect
adjustment
to
retained
earnings in the period of adoption.
Our adoption of this standard did not have a
material impact on our consolidated financial
statements.
See “Consolidated Statements of Changes in
Stockholders’ Equity” and “Note 6—Variable
Interest
Entities
and
Securitizations”
for
additional disclosures.
Segment Reporting Disclosures
ASU No. 2023-07, Segment Reporting
(Topic
280):
Improvements
to
Reportable Segment Disclosures
Issued November 2023
Requires disclosure of incremental segment
information on an annual and interim basis.
We adopted this standard as of December 31,
2024 using a retrospective transition method.
See
“Note
18—Business
Segments
and
Revenue from Contracts with Customers” for
additional disclosures.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
152
Capital One Financial Corporation (COF)
NOTE 2—BUSINESS COMBINATIONS
On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among
Capital One, Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which (a) Merger Sub will
merge with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (b) immediately following
the Merger, Discover, as the surviving entity, will merge with and into Capital One, with Capital One as the surviving entity in
the second-step merger (the “Second Step Merger”); and (c) immediately following the Second Step Merger, Discover Bank, a
Delaware-chartered and wholly owned subsidiary of Discover, will merge with and into CONA, with CONA as the surviving
entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and the Second Step Merger, the
“Transaction”). The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and
Discover.
At the effective time of the Merger, each share of common stock of Discover outstanding immediately prior to the effective
time of the Merger, other than certain shares held by Discover or Capital One, will be converted into the right to receive 1.0192
shares of common stock of Capital One. Holders of Discover common stock will receive cash in lieu of fractional shares. At the
effective time of the Second Step Merger, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series C, of Discover, and each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of
Discover, in each case outstanding immediately prior to the effective time of the Second Step Merger, will be converted into the
right to receive a share of newly created series of preferred stock of Capital One having terms that are not materially less
favorable than the applicable series of Discover preferred stock.
On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders. During the
respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as
merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the
Merger Agreement. The closing of the Transaction remains subject to the satisfaction of other customary closing conditions,
including the receipt of required regulatory approvals.
For the year ended December 31, 2024, we have incurred $234 million of integration expenses related to the agreement to
acquire Discover, which are included in operating expenses in our Consolidated Statements of Income.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
153
Capital One Financial Corporation (COF)
NOTE 3—INVESTMENT SECURITIES
Our investment securities portfolio consists of the following: U.S. government-sponsored enterprise or agency (“GSE” or
“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% and 97% of our total investment securities portfolio as of December 31, 2024 and 2023,
respectively.
The table below presents the amortized cost, allowance for credit losses, gross unrealized gains and losses, and fair value
aggregated by major security type as of December 31, 2024 and 2023. Accrued interest receivable of $262 million and
$227 million as of December 31, 2024 and 2023, respectively, is not included in the table below.
Table 3.1: Investment Securities Available for Sale
Investment securities available for sale:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,114
$
0
$
5
$
(9) $
6,110
RMBS:
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,177
0
57
(9,527)
64,707
Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
567
(4)
64
(6)
621
Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,744
(4)
121
(9,533)
65,328
Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,389
0
17
(581)
7,825
Other securities(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,748
0
5
(3)
3,750
Total investment securities available for sale . . . . . . . . . . . . . . . . . . . . .
$
92,995
$
(4) $
148
$ (10,126) $
83,013
December 31, 2024
(Dollars in millions)
Amortized
Cost
Allowance
for Credit
Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
December 31, 2023
(Dollars in millions)
Amortized
Cost
Allowance
for Credit
Losses
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Investment securities available for sale:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,330
$
0
$
1
$
(49) $
5,282
RMBS:
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,294
0
104
(8,450)
62,948
Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
610
(4)
89
(5)
690
Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,904
(4)
193
(8,455)
63,638
Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,961
0
14
(652)
8,323
Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,868
0
6
0
1,874
Total investment securities available for sale . . . . . . . . . . . . . . . . . . . . . .
$
88,063
$
(4) $
214
$
(9,156) $
79,117
__________
(1)
Includes $2.0 billion and $1.4 billion of asset-backed securities (“ABS”) as of December 31, 2024 and 2023, respectively. The remaining amount is
primarily comprised of supranational bonds, foreign government bonds and U.S. agency debt bonds.
154
Capital One Financial Corporation (COF)
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, 2024 and 2023. The amounts include securities available for sale without an allowance for credit losses.
Table 3.2: Securities in a Gross Unrealized Loss Position
December 31, 2024
Less than 12 Months
12 Months or Longer
Total
(Dollars in millions)
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Investment securities available for sale without an
allowance for credit losses:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,724
$
(6) $
931
$
(3) $
2,655
$
(9)
RMBS:
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,324
(178)
48,707
(9,349)
60,031
(9,527)
Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
0
11
(1)
14
(1)
Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,327
(178)
48,718
(9,350)
60,045
(9,528)
Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
700
(7)
5,677
(574)
6,377
(581)
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,438
(3)
0
0
1,438
(3)
Total investment securities available for sale in a gross
unrealized loss position without an allowance for credit
losses(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 15,189
$
(194) $ 55,326
$
(9,927) $ 70,515
$ (10,121)
December 31, 2023
Less than 12 Months
12 Months or Longer
Total
(Dollars in millions)
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Investment securities available for sale without an
allowance for credit losses:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
733
$
0
$
2,242
$
(49) $
2,975
$
(49)
RMBS:
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,511
(43)
53,987
(8,407)
57,498
(8,450)
Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
0
13
(1)
14
(1)
Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,512
(43)
54,000
(8,408)
57,512
(8,451)
Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
547
(7)
6,465
(645)
7,012
(652)
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276
0
4
0
280
0
Total investment securities available for sale in a gross
unrealized loss position without an allowance for credit
losses(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,068
$
(50) $ 62,711
$
(9,102) $ 67,779
$
(9,152)
__________
(1)
Consists of approximately 2,740 securities in gross unrealized loss positions as of both December 31, 2024 and 2023.
Maturities and Yields of Investment Securities
The table below summarizes, as of December 31, 2024, the fair value of our investment securities by major security type and
contractual maturity as well as the total fair value, amortized cost and weighted-average yields of our investment securities by
contractual maturity. Since 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 presented on a pre-tax basis and is calculated based on the amortized
155
Capital One Financial Corporation (COF)
cost of each security, inclusive of the contractual coupon, the impact of any premium amortization or discount accretion and
any hedge accounting relationships.
Table 3.3: Contractual Maturities and Weighted-Average Yields of Securities
December 31, 2024
(Dollars in millions)
Due in
1 Year or
Less
Due > 1 Year
through
5 Years
Due > 5 Years
through
10 Years
Due > 10
Years
Total
Fair value of securities available for sale:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,995
$
1,445
$
1,670
$
0
$
6,110
RMBS(1):
Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
68
1,133
63,506
64,707
Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
16
605
621
Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
68
1,149
64,111
65,328
Agency CMBS(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
633
2,621
2,608
1,963
7,825
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
3,524
0
0
3,750
Total securities available for sale . . . . . . . . . . . . . . . . . . . . .
$
3,854
$
7,658
$
5,427
$ 66,074
$ 83,013
Amortized cost of securities available for sale . . . . . . . . .
$
3,863
$
7,800
$
5,761
$ 75,571
$ 92,995
Weighted-average yield for securities available for sale .
2.46 %
4.05 %
3.68 %
3.72 %
3.69 %
__________
(1)
As of December 31, 2024, the weighted-average expected maturities of RMBS and Agency CMBS were 8.1 years and 4.8 years, respectively.
Table 3.4 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, 2024, 2023 and 2022.
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Realized gains (losses):
Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0
$
0
$
1
Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
(34)
(10)
Net realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(35) $
(34) $
(9)
Total proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
175
$
290
$
2,570
Securities Pledged and Received
We pledged investment securities totaling $39.4 billion and $45.1 billion as of December 31, 2024 and 2023, respectively.
These securities are primarily pledged to support our access to FHLB advances and Public Fund Deposits, as well as for other
purposes as required or permitted by law. We accepted pledges of securities with a fair value of approximately $18 million and
$16 million as of December 31, 2024 and 2023, respectively, related to our derivative transactions.
156
Capital One Financial Corporation (COF)
NOTE 4—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. The information presented in the tables in this note 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.
Accrued interest receivable of $2.2 billion as of both December 31, 2024 and 2023 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, 2024 and
2023. The delinquency aging includes all past due loans, both performing and nonperforming.
Table 4.1: Loan Portfolio Composition and Aging Analysis
Credit Card:
Domestic credit card . . . . . . . . . . . . . . .
$
148,565
$
1,973
$
1,503
$
3,577
$
7,053
$
155,618
International card businesses . . . . . . . . .
6,570
107
72
141
320
6,890
Total credit card . . . . . . . . . . . . . . . . . . . . .
155,135
2,080
1,575
3,718
7,373
162,508
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,600
3,149
1,529
551
5,229
76,829
Retail banking . . . . . . . . . . . . . . . . . . . .
1,237
13
3
10
26
1,263
Total consumer banking . . . . . . . . . . . . . . .
72,837
3,162
1,532
561
5,255
78,092
Commercial Banking:
Commercial and multifamily real estate
31,733
31
9
130
170
31,903
Commercial and industrial . . . . . . . . . . .
55,030
3
22
217
242
55,272
Total commercial banking . . . . . . . . . . . . .
86,763
34
31
347
412
87,175
Total loans(1)
. . . . . . . . . . . . . . . . . . . . . . . .
$
314,735
$
5,276
$
3,138
$
4,626
$
13,040
$
327,775
% of Total loans . . . . . . . . . . . . . . . . . . . . .
96.02 %
1.61 %
0.96 %
1.41 %
3.98 %
100.00 %
December 31, 2024
Delinquent Loans
(Dollars in millions)
Current
30-59
Days
60-89
Days
> 90
Days
Total
Delinquent
Loans
Total
Loans
Credit Card:
Domestic credit card . . . . . . . . . . . . . . .
$
140,860
$
1,968
$
1,471
$
3,367
$
6,806
$
147,666
International card businesses . . . . . . . . .
6,552
116
76
137
329
6,881
Total credit card . . . . . . . . . . . . . . . . . . . . .
147,412
2,084
1,547
3,504
7,135
154,547
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,768
3,268
1,555
484
5,307
74,075
Retail banking . . . . . . . . . . . . . . . . . . . .
1,329
15
3
15
33
1,362
Total consumer banking . . . . . . . . . . . . . . .
70,097
3,283
1,558
499
5,340
75,437
December 31, 2023
Delinquent Loans
(Dollars in millions)
Current
30-59
Days
60-89
Days
> 90
Days
Total
Delinquent
Loans
Total
Loans
157
Capital One Financial Corporation (COF)
Commercial Banking:
Commercial and multifamily real estate
34,325
0
14
107
121
34,446
Commercial and industrial . . . . . . . . . . .
55,861
0
0
181
181
56,042
Total commercial banking . . . . . . . . . . . . .
90,186
0
14
288
302
90,488
Total loans(1)
. . . . . . . . . . . . . . . . . . . . . . . .
$
307,695
$
5,367
$
3,119
$
4,291
$
12,777
$
320,472
% of Total loans . . . . . . . . . . . . . . . . . . . . .
96.01 %
1.68 %
0.97 %
1.34 %
3.99 %
100.00 %
December 31, 2023
Delinquent Loans
(Dollars in millions)
Current
30-59
Days
60-89
Days
> 90
Days
Total
Delinquent
Loans
Total
Loans
__________
(1)
Loans include unamortized premiums, discounts, and deferred fees and costs totaling $1.2 billion and $1.4 billion as of December 31, 2024 and 2023,
respectively.
158
Capital One Financial Corporation (COF)
The following table presents our loans held for investment that are 90 days or more past due that continue to accrue interest,
loans that are classified as nonperforming and loans that are classified as nonperforming without an allowance as of December
31, 2024 and 2023. Nonperforming loans generally include loans that have been placed on nonaccrual status.
Table 4.2: 90+ Day Delinquent Loans Accruing Interest and Nonperforming Loans
Credit Card:
Domestic credit card . . . . . . . . . .
$
3,577
N/A
$
0
$
3,367
N/A
$
0
International card businesses . . .
134
$
10
0
132
$
9
0
Total credit card . . . . . . . . . . . . . . . .
3,711
10
0
3,499
9
0
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . .
0
750
0
0
712
0
Retail banking . . . . . . . . . . . . . . .
0
25
12
0
46
19
Total consumer banking . . . . . . . . . .
0
775
12
0
758
19
Commercial Banking:
Commercial and multifamily real
estate . . . . . . . . . . . . . . . . . . . . . .
0
509
227
0
425
335
Commercial and industrial . . . . .
96
701
607
55
336
193
Total commercial banking . . . . . . . .
96
1,210
834
55
761
528
Total . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,807
$
1,995
$
846
$
3,554
$
1,528
$
547
% of Total loans held for investment
1.16 %
0.61 %
0.26 %
1.11 %
0.48 %
0.17 %
December 31, 2024
December 31, 2023
(Dollars in millions)
> 90 Days and
Accruing
Nonperforming
Loans(1)
Nonperforming
Loans Without
an Allowance
> 90 Days and
Accruing
Nonperforming
Loans(1)
Nonperforming
Loans Without
an Allowance
__________
(1)
We recognized interest income for loans classified as nonperforming of $111 million and $91 million for the years ended December 31, 2024 and 2023,
respectively.
159
Capital One Financial Corporation (COF)
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 the U.S. unemployment rate and U.S. Real Gross
Domestic Product (“GDP”) growth rate, 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, 2024 and 2023.
Table 4.3: Credit Card Delinquency Status
Credit Card:
Domestic credit card:
Current . . . . . . . . . . . . . . . . . . . . . . .
$
148,112 $
453
$
148,565 $
140,521
$
339
$
140,860
30-59 days . . . . . . . . . . . . . . . . . . . . .
1,944
29
1,973
1,940
28
1,968
60-89 days . . . . . . . . . . . . . . . . . . . . .
1,483
20
1,503
1,454
17
1,471
Greater than 90 days . . . . . . . . . . . . .
3,549
28
3,577
3,339
28
3,367
Total domestic credit card . . . . . . . . . . .
155,088
530
155,618
147,254
412
147,666
International card businesses:
Current . . . . . . . . . . . . . . . . . . . . . . .
6,533
37
6,570
6,521
31
6,552
30-59 days . . . . . . . . . . . . . . . . . . . . .
102
5
107
112
4
116
60-89 days . . . . . . . . . . . . . . . . . . . . .
69
3
72
72
4
76
Greater than 90 days . . . . . . . . . . . . .
135
6
141
132
5
137
Total international card businesses . . . . .
6,839
51
6,890
6,837
44
6,881
Total credit card . . . . . . . . . . . . . . . . . . . . . .
$
161,927 $
581
$
162,508 $
154,091
$
456
$
154,547
December 31, 2024
December 31, 2023
(Dollars in millions)
Revolving
Loans
Revolving
Loans
Converted to
Term
Total
Revolving
Loans
Revolving
Loans
Converted to
Term
Total
160
Capital One Financial Corporation (COF)
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 as well as consumers’ financial condition, all of
which can have a material effect on credit performance. The key indicator we consider 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, 2024 and 2023. We present our auto loan portfolio by Fair Isaac Corporation (“FICO”) scores at origination and
our retail banking loan portfolio by delinquency status, which includes all past due loans, both performing and nonperforming.
Table 4.4: Consumer Banking Portfolio by Vintage Year
Auto—At origination
FICO scores:(1)
Greater than 660 . . . .
$ 17,057
$ 8,333
$ 8,194
$ 5,621
$ 1,482
$ 394
$ 41,081
$
0
$
0
$ 41,081
621-660 . . . . . . . . . . .
5,584
3,492
2,906
1,986
667
235
14,870
0
0
14,870
620 or below . . . . . . .
8,102
4,882
3,626
2,546
1,207
515
20,878
0
0
20,878
Total auto . . . . . . . . . . . . .
30,743
16,707
14,726
10,153
3,356
1,144
76,829
0
0
76,829
Retail banking—
Delinquency status:
Current . . . . . . . . . . . .
143
78
93
49
51
469
883
351
3
1,237
30-59 days . . . . . . . . .
0
0
0
0
0
2
2
11
0
13
60-89 days . . . . . . . . .
0
0
0
0
0
1
1
2
0
3
Greater than 90 days .
0
0
0
0
1
7
8
1
1
10
Total retail banking . . . . .
143
78
93
49
52
479
894
365
4
1,263
Total consumer banking .
$ 30,886
$ 16,785
$ 14,819
$ 10,202
$ 3,408
$ 1,623
$ 77,723
$
365
$
4
$ 78,092
December 31, 2024
Term Loans by Vintage Year
(Dollars in millions)
2024
2023
2022
2021
2020
Prior
Total
Term
Loans
Revolving
Loans
Revolving
Loans
Converted to
Term
Total
161
Capital One Financial Corporation (COF)
Auto—At origination
FICO scores:(1)
Greater than 660 . . . .
$ 12,219
$ 12,593
$ 9,505
$ 3,124
$ 1,213
$
309
$ 38,963
$
0
$
0
$ 38,963
621-660 . . . . . . . . . .
4,863
4,432
3,346
1,337
592
192
14,762
0
0
14,762
620 or below . . . . . .
6,647
5,539
4,283
2,349
1,131
401
20,350
0
0
20,350
Total auto . . . . . . . . . . . .
23,729
22,564
17,134
6,810
2,936
902
74,075
0
0
74,075
Retail banking—
Delinquency status:
Current . . . . . . . . . . .
98
157
57
65
117
468
962
363
4
1,329
30-59 days . . . . . . . .
1
0
1
1
0
1
4
11
0
15
60-89 days . . . . . . . .
0
0
0
0
0
1
1
2
0
3
Greater than 90 days
0
0
0
0
0
8
8
6
1
15
Total retail banking . . . .
99
157
58
66
117
478
975
382
5
1,362
Total consumer banking
$ 23,828
$ 22,721
$ 17,192
$ 6,876
$ 3,053
$ 1,380
$ 75,050
$
382
$
5
$ 75,437
December 31, 2023
Term Loans by Vintage Year
(Dollars in millions)
2023
2022
2021
2020
2019
Prior
Total
Term
Loans
Revolving
Loans
Revolving
Loans
Converted to
Term
Total
__________
(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.
162
Capital One Financial Corporation (COF)
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.
•
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. 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 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, 2024 and 2023. The internal risk rating status includes all past due loans, both performing and nonperforming.
Table 4.5: Commercial Banking Portfolio by Internal Risk Ratings
Internal risk rating:(1)
Commercial and multifamily
real estate
Noncriticized . . . . . . . . .
$ 1,820
$ 2,574
$ 3,846
$ 2,230
$ 903
$ 4,887
$ 16,260
$ 12,691
$
49
$ 29,000
Criticized performing . . .
71
89
1,072
35
110
922
2,299
93
2
2,394
Criticized nonperforming
23
0
46
103
86
249
507
2
0
509
Total commercial and
multifamily real estate . . . .
1,914
2,663
4,964
2,368
1,099
6,058
19,066
12,786
51
31,903
Commercial and industrial
Noncriticized . . . . . . . . .
5,694
6,092
9,952
5,009
2,730
6,239
35,716
15,449
266
51,431
Criticized performing . . .
101
190
680
932
92
258
2,253
887
0
3,140
Criticized nonperforming
41
13
186
43
184
91
558
143
0
701
Total commercial and
industrial . . . . . . . . . . . . . .
5,836
6,295
10,818
5,984
3,006
6,588
38,527
16,479
266
55,272
Total commercial banking . . .
$ 7,750
$ 8,958
$ 15,782
$ 8,352
$ 4,105
$ 12,646 $ 57,593
$ 29,265
$
317
$ 87,175
December 31, 2024
Term Loans by Vintage Year
(Dollars in millions)
2024
2023
2022
2021
2020
Prior
Total
Term
Loans
Revolving
Loans
Revolving
Loans
Converted
to Term
Total
163
Capital One Financial Corporation (COF)
Internal risk rating:(1)
Commercial and
multifamily real estate
Noncriticized . . . . . . . . .
$ 3,068
$ 4,665
$ 2,773
$ 1,019
$ 2,104
$ 3,670
$ 17,299
$ 12,565
$
25
$ 29,889
Criticized performing . . .
148
1,494
706
284
463
904
3,999
133
0
4,132
Criticized nonperforming
65
26
124
0
47
163
425
0
0
425
Total commercial and
multifamily real estate . . . .
3,281
6,185
3,603
1,303
2,614
4,737
21,723
12,698
25
34,446
Commercial and industrial
Noncriticized . . . . . . . . .
6,909
11,935
6,994
3,566
2,359
5,117
36,880
14,822
167
51,869
Criticized performing . . .
353
706
655
237
348
349
2,648
1,189
0
3,837
Criticized nonperforming
13
53
30
18
123
68
305
31
0
336
Total commercial and
industrial . . . . . . . . . . . . . .
7,275
12,694
7,679
3,821
2,830
5,534
39,833
16,042
167
56,042
Total commercial banking . . .
$ 10,556
$ 18,879
$ 11,282
$ 5,124
$ 5,444
$ 10,271 $ 61,556
$ 28,740
$
192
$ 90,488
December 31, 2023
Term Loans by Vintage Year
(Dollars in millions)
2023
2022
2021
2020
2019
Prior
Total
Term
Loans
Revolving
Loans
Revolving
Loans
Converted
to Term
Total
__________
(1)
Criticized exposures correspond to the “Special Mention,” “Substandard” and “Doubtful” asset categories defined by bank regulatory authorities.
Financial Difficulty Modifications to Borrowers
As part of our loss mitigation efforts, we may provide short-term (one to twelve months) or long-term (greater than twelve
months) modifications to a borrower experiencing financial difficulty to improve long-term collectibility of the loan and to
avoid the need for repossession or foreclosure of collateral.
We consider the impact of all loan modifications when estimating the credit quality of our loan portfolio and establishing
allowance levels. For our Commercial Banking customers, loan modifications are also considered in the assignment of an
internal risk rating.
For additional information on FDMs, see “Note 1—Summary of Significant Accounting Policies.”
The following tables present the major modification types, amortized cost amounts for each modification type and financial
effects for all FDMs undertaken during the year ended December 31, 2024 and 2023.
Table 4.6: Financial Difficulty Modifications to Borrowers
Year Ended December 31, 2024
Credit Card
Consumer Banking
Commercial Banking
(Dollars in millions)
Domestic
Card
International
Card
Businesses
Total
Credit
Card
Auto
Retail
Banking
Total
Consumer
Banking
Commercial
and
Multifamily
Real Estate
Commercial
and
Industrial
Total
Commercial
Banking
Total
Interest rate reduction
$
570
$
123
$
693
—
—
—
—
—
—
$ 693
Term extension
—
—
—
$ 32
$
5
$
37
$
471
$
581
$
1,052
1,089
Principal balance reduction
—
—
—
21
—
21
—
15
15
36
Interest rate reduction and term extension
9
—
9
665
—
665
—
114
114
788
Other(1)
—
—
—
4
1
5
68
69
137
142
Total loans modified
$
579
$
123
$
702
$ 722
$
6
$
728
$
539
$
779
$
1,318
$ 2,748
% of total class of receivables
0.37 %
1.79 %
0.43 %
0.94 %
0.48 %
0.93 %
1.69 %
1.41 %
1.51 %
0.84 %
164
Capital One Financial Corporation (COF)
Year Ended December 31, 2023
Credit Card
Consumer Banking
Commercial Banking
(Dollars in millions)
Domestic
Card
International
Card
Businesses
Total
Credit
Card
Auto
Retail
Banking
Total
Consumer
Banking
Commercial
and
Multifamily
Real Estate
Commercial
and
Industrial
Total
Commercial
Banking
Total
Interest rate reduction
$
590
$
97
$
687
—
—
—
—
—
—
$
687
Term extension
—
—
—
$
65
$
6
$
71
$
463
$
436
$
899
970
Principal balance reduction
—
—
—
21
—
21
—
—
—
21
Principal balance reduction and term
extension
—
—
—
—
—
—
—
11
11
11
Interest rate reduction and term extension
12
—
12
672
1
673
—
26
26
711
Other(1)
—
—
—
4
3
7
2
451
453
460
Total loans modified
$
602
$
97
$
699
$ 762
$
10
$
772
$
465
$
924
$
1,389
$ 2,860
% of total class of receivables
0.41 %
1.41 %
0.45 %
1.03 %
0.74 %
1.02 %
1.35 %
1.65 %
1.54 %
0.89 %
__________
(1)
Primarily consists of modifications or combinations of modifications not categorized above, such as increases in committed exposure, forbearances and
other types of modifications in Commercial Banking.
Table 4.7: Financial Effects of Financial Difficulty Modifications to Borrowers
Year Ended December 31, 2024
Credit Card
Consumer Banking
Commercial Banking
(Dollars in millions)
Domestic Card
International
Card Businesses
Auto
Retail Banking
Commercial and
Multifamily Real
Estate
Commercial and
Industrial
Weighted-average interest rate reduction
20.12%
26.71%
8.83%
3.48%
0.79%
1.90%
Payment delay duration (in months)
12
—
6
3
10
16
Principal balance reduction
—
—
$1
—
—
$15
Year Ended December 31, 2023
Credit Card
Consumer Banking
Commercial Banking
(Dollars in millions)
Domestic Card
International
Card Businesses
Auto
Retail Banking
Commercial and
Multifamily Real
Estate
Commercial and
Industrial
Weighted-average interest rate reduction
19.32%
27.10%
8.72%
2.00%
—%
0.25%
Payment delay duration (in months)
12
—
6
10
13
7
Principal balance reduction
—
—
$1
—
$20
$3
165
Capital One Financial Corporation (COF)
Performance of Financial Difficulty Modifications to Borrowers
We monitor loan performance trends, including FDMs, to assess and manage our exposure to credit risk. See “Note 1—
Summary of Significant Accounting Policies” for additional information on how the allowance for modified loans is calculated
for each portfolio segment.
The following tables present FDMs over a rolling 12 month period by delinquency status as of December 31, 2024 and 2023.
Table 4.8 Delinquency Status of Financial Difficulty Modifications to Borrowers(1)
Credit Card:
Domestic credit card . . . . . . . . . .
$
397
$
57
$
43
$
82
$
182
$
579
International card businesses . . .
68
11
10
34
55
123
Total credit card . . . . . . . . . . . . . . . .
465
68
53
116
237
702
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . .
522
101
70
29
200
722
Retail banking . . . . . . . . . . . . . . .
4
1
0
1
2
6
Total consumer banking . . . . . . . . . .
526
102
70
30
202
728
Commercial Banking:
Commercial and multifamily real
estate . . . . . . . . . . . . . . . . . . . . . .
535
2
0
2
4
539
Commercial and industrial . . . . .
696
0
19
64
83
779
Total commercial banking . . . . . . . .
1,231
2
19
66
87
1,318
Total . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,222
$
172
$
142
$
212
$
526
$
2,748
December 31, 2024
Delinquent Loans
(Dollars in millions)
Current
30-59 Days
60-89 Days
> 90 Days
Total
Delinquent
Loans
Total Loans
December 31, 2023
Delinquent Loans
(Dollars in millions)
Current
30-59 Days
60-89 Days
> 90 Days
Total
Delinquent
Loans
Total Loans
Credit Card:
Domestic credit card . . . . . . . . . .
$
384
$
81
$
46
$
91
$
218
$
602
International card businesses . . .
49
9
9
30
48
97
Total credit card . . . . . . . . . . . . . . . .
433
90
55
121
266
699
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . .
548
107
76
31
214
762
Retail banking . . . . . . . . . . . . . . .
10
0
0
0
0
10
Total consumer banking . . . . . . . . . .
558
107
76
31
214
772
Commercial Banking:
Commercial and multifamily real
estate . . . . . . . . . . . . . . . . . . . . . .
426
0
0
39
39
465
Commercial and industrial . . . . .
820
0
0
104
104
924
Total commercial banking . . . . . . . .
1,246
0
0
143
143
1,389
Total . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,237
$
197
$
131
$
295
$
623
$
2,860
__________
166
Capital One Financial Corporation (COF)
(1)
Commitments to lend additional funds on FDMs totaled $334 million and $109 million as of December 31, 2024 and 2023, respectively.
Subsequent Defaults of Financial Difficulty Modifications to Borrowers
FDMs may subsequently enter default. A default occurs if a FDM is either 90 days or more delinquent, has been charged off, or
has been reclassified from accrual to nonaccrual status. Loans that entered a modification program while in default are not
considered to have subsequently defaulted for purposes of this disclosure. The allowance for any FDMs that have subsequently
defaulted is measured using the same methodology as the allowance for loans held for investment. See “Note 1—Summary of
Significant Accounting Policies” for additional information.
The following table presents FDMs that entered subsequent default for the year ended December 31, 2024 and 2023.
Table 4.9 Subsequent Defaults of Financial Difficulty Modifications to Borrowers
Year Ended December 31, 2024
(Dollars in millions)
Interest Rate
Reduction
Term
Extension
Interest Rate
Reduction
and Term
Extension
Other
Modifications
Total Loans
Credit Card:
Domestic credit card . . . . . . . . . . . . . . . . . . . . . . .
$
228
$
0
$
3
$
0
$
231
International card businesses . . . . . . . . . . . . . . . . .
76
0
0
0
76
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
0
3
0
307
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
8
448
0
456
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
1
0
0
1
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . .
0
9
448
0
457
Commercial Banking:
Commercial and multifamily real estate . . . . . . . .
0
169
0
54
223
Commercial and industrial . . . . . . . . . . . . . . . . . . .
0
125
0
255
380
Total commercial banking . . . . . . . . . . . . . . . . . . . . .
0
294
0
309
603
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
304
$
303
$
451
$
309
$
1,367
Year Ended December 31, 2023
(Dollars in millions)
Interest Rate
Reduction
Term Extension
Interest Rate
Reduction and
Term Extension
Total Loans
Credit Card:
Domestic credit card . . . . . . . . . . . . . . . . . . . . . . .
$
89
$
0
$
1
$
90
International card businesses . . . . . . . . . . . . . . . . .
20
0
0
20
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
0
1
110
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
15
235
250
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . .
0
15
235
250
Commercial Banking:
Commercial and multifamily real estate . . . . . . . .
0
46
0
46
Commercial and industrial . . . . . . . . . . . . . . . . . . .
0
51
0
51
Total commercial banking . . . . . . . . . . . . . . . . . . . . .
0
97
0
97
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
109
$
112
$
236
$
457
167
Capital One Financial Corporation (COF)
Troubled Debt Restructurings
We adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures on January 1, 2023, and elected the modified retrospective adoption method. The ASU eliminates the accounting
guidance for TDRs, and establishes disclosure requirements, to be applied prospectively, for loans with FDMs.
The following tables present the major modification types, amortized cost amounts and financial effects of loans modified in a
TDR during the year ended December 31, 2022.
Table 4.10: Troubled Debt Restructurings(1)
Year Ended December 31, 2022
Reduced Interest Rate
Term Extension
(Dollars in millions)
Total
Loans
Modified(2)
% of TDR
Activity(3)
Average
Rate
Reduction
% of TDR
Activity(3)
Average
Term
Extension
(Months)
Credit Card:
Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
306
100 %
16.54 %
N/A
N/A
International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
100
27.42
N/A
N/A
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
433
100
19.73
N/A
N/A
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,070
57
8.53
97 %
4
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
N/A
N/A
92
13
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,077
57
8.53
97
4
Commercial Banking:
Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . .
385
8
0.28
84
13
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
357
N/A
N/A
64
13
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
742
4
0.28
74
13
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,252
__________
(1)
Commitments to lend additional funds on loans modified in TDRs totaled $219 million as of December 31, 2022.
(2)
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 modification.
(3)
Due to multiple modification types granted to some troubled borrowers, percentages may total more than 100% for certain loan types.
168
Capital One Financial Corporation (COF)
Subsequent Defaults of Completed TDR Modifications
The following table presents the type, number and amortized cost of loans modified in a TDR 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 4.11: TDR—Subsequent Defaults
Credit Card:
Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,029 $
75
International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,432
79
Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111,461
154
Consumer Banking:
Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,100
285
Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,101
286
Commercial Banking:
Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
27
Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
56
Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
83
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127,569 $
523
Year Ended December 31, 2022
(Dollars in millions)
Number of
Contracts
Amount
Loans Pledged
We pledged loan collateral of $6.7 billion and $7.4 billion to secure a portion of our FHLB borrowing capacity of $35.1 billion
and $32.1 billion as of December 31, 2024 and 2023, respectively. We also pledged loan collateral of $80.2 billion and
$78.3 billion to secure our Federal Reserve Discount Window borrowing capacity of $46.7 billion and $41.4 billion as of
December 31, 2024 and 2023, respectively. In addition to loans pledged, we have securitized a portion of our credit card and
auto loan portfolios. See “Note 6—Variable Interest Entities and Securitizations” for additional information.
169
Capital One Financial Corporation (COF)
Loans Held for Sale
Our total loans held for sale was $202 million and $854 million as of December 31, 2024 and 2023, respectively. We originated
for sale $3.3 billion, $4.4 billion and $8.6 billion of commercial multifamily real estate loans in 2024, 2023 and 2022,
respectively, and typically retain servicing rights upon the sale of these loans.
Revolving Loans Converted to Term Loans
For the years ended December 31, 2024 and 2023, we converted $847 million and $617 million of revolving loans to term
loans, respectively, primarily in our domestic credit card and commercial banking loan portfolios.
170
Capital One Financial Corporation (COF)
NOTE 5—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. Significant judgment is applied in our estimation of lifetime credit
losses. When developing an estimate of expected credit losses, we use both quantitative and qualitative methods in considering
all available information relevant to assessing collectibility. This may include internal information, external information, or a
combination of both relating to past events, current conditions and reasonable and supportable forecasts. 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. 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.
For credit card loans, finance charges and fees are charged off simultaneously with the charge-off of other components of
amortized cost as a reduction of revenue. Total net revenue was reduced by $2.6 billion, $1.9 billion and $946 million in 2024,
2023 and 2022, respectively, for finance charges and fees charged-off as uncollectible.
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. The related reserve for unfunded
lending commitments is included in other liabilities on our consolidated balance sheets.
See “Note 1—Summary of Significant Accounting Policies” for further discussion of the methodology and policies for
determining our allowance for credit losses for each of our loan portfolio segments, as well as information on our reserve for
unfunded lending commitments.
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, 2024, 2023 and 2022.
Table 5.1: Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity
Allowance for credit losses: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,345
$
1,918
$
1,167
$
11,430
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,362)
(1,614)
(88)
(6,064)
Recoveries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,314
760
17
2,091
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,048)
(854)
(71)
(3,973)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,265
1,173
362
5,800
Allowance build for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,217
319
291
1,827
Other changes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17)
0
0
(17)
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,545
2,237
1,458
13,240
Reserve for unfunded lending commitments: . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
165
165
Provision for losses on unfunded lending commitments . . . . . . . . . . . . . . . . . . . .
0
0
53
53
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
218
218
Combined allowance and reserve as of December 31, 2022 . . . . . . . . . . . . . . .
$
9,545
$
2,237
$
1,676
$
13,458
Year Ended December 31, 2024
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking
Total
171
Capital One Financial Corporation (COF)
Allowance for credit losses: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2022
$
9,545
$
2,237
$
1,458
$
13,240
Cumulative effects of accounting standards adoption(3)
. . . . . . . . . . . . . . . . . . . . .
(63)
0
0
(63)
Balance as of January 1, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,482
2,237
1,458
13,177
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,787)
(2,327)
(588)
(10,702)
Recoveries(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,315
963
10
2,288
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,472)
(1,364)
(578)
(8,414)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,651
1,169
665
10,485
Allowance build for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,179
(195)
87
2,071
Other changes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
0
0
48
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,709
2,042
1,545
15,296
Reserve for unfunded lending commitments: . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
218
218
Provision (benefit) for losses on unfunded lending commitments . . . . . . . . . . . . .
0
0
(60)
(60)
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
158
158
Combined allowance and reserve as of December 31, 2023 . . . . . . . . . . . . . . .
$
11,709
$
2,042
$
1,703
$
15,454
Allowance for credit losses: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2023
$
11,709
$
2,042
$
1,545
$
15,296
Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,757)
(2,758)
(234)
(13,749)
Recoveries(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,770
1,165
66
3,001
Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,987)
(1,593)
(168)
(10,748)
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,272
1,435
23
11,730
Allowance build (release) for credit losses(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,285
(158)
(145)
982
Other changes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20)
0
0
(20)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,974
1,884
1,400
16,258
Reserve for unfunded lending commitments:
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
158
158
Provision (benefit) for losses on unfunded lending commitments . . . . . . . . . . . . .
0
0
(15)
(15)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
143
143
Combined allowance and reserve as of December 31, 2024 . . . . . . . . . . . . . . .
$
12,974
$
1,884
$
1,543
$
16,401
Year Ended December 31, 2024
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking
Total
________
(1)
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)
Primarily represents foreign currency translation adjustments for the year ended December 31, 2024. Primarily represents foreign currency translation
adjustments and the initial allowance for PCD loans for the years ended December 31, 2023 and 2022. The initial allowance of PCD loans was
$32 million and $10 million for the years ended December 31, 2023 and 2022, respectively.
(3)
Impact from the adoption of ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): TDR and Vintage Disclosures as of January 1, 2023.
(4)
The termination of our Walmart program agreement, effective May 21, 2024 (“Walmart Program Termination”), resulted in an allowance for credit losses
build in Domestic Card of $826 million in the second quarter of 2024.
172
Capital One Financial Corporation (COF)
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 in accordance with our accounting policies. For more information,
see “Note 1—Summary of Significant Accounting Policies.”
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.
The table below presents gross charge-offs for loans held for investment by vintage year during the year ended December 31,
2024.
Table 5.2: Gross Charge-Offs by Vintage Year
Year Ended December 31, 2024
Term Loans by Vintage Year
(Dollars in millions)
2024
2023
2022
2021
2020
Prior
Total Term
Loans
Revolving
Loans
Revolving
Loans
Converted
to Term
Total
Credit Card . . . . . . . . . . . .
Domestic credit card . . .
N/A
N/A
N/A
N/A
N/A
N/A
N/A $ 10,132 $
114 $
10,246
International card
business . . . . . . . . . . . . .
N/A
N/A
N/A
N/A
N/A
N/A
N/A
497
14
511
Total credit card . . . . . . . . .
N/A
N/A
N/A
N/A
N/A
N/A
N/A 10,629
128
10,757
Consumer Banking . . . . . .
Auto . . . . . . . . . . . . . . . .
$ 179 $ 666 $ 837 $ 599 $
237 $
156 $
2,674
0
0
2,674
Retail banking . . . . . . . .
1
0
0
0
1
2
4
79
1
84
Total consumer banking . . .
180
666
837 599
238
158
2,678
79
1
2,758
Commercial Banking . . . .
Commercial and
multifamily real estate . .
0
0
4
31
9
82
126
0
0
126
Commercial and
industrial . . . . . . . . . . . .
0
0
58
6
17
16
97
11
0
108
Total commercial banking .
0
0
62
37
26
98
223
11
0
234
Total . . . . . . . . . . . . . . . . . .
$ 180 $ 666 $ 899 $ 636 $
264 $
256 $
2,901 $ 10,719 $
129 $
13,749
173
Capital One Financial Corporation (COF)
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 in 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,
2024, 2023 and 2022.
Table 5.3: Summary of Credit Card Partnership Loss Sharing Arrangements Impacts
Estimated reimbursements from partners, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,014
$
1,558
$
1,450
Amounts due from partners for charged off loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(904)
(980)
(515)
Change in estimated partner reimbursements that (increased) decreased provision for credit losses
(100)
1,436
623
Estimated reimbursements from partners, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,010
$
2,014
$
1,558
Year Ended December 31,
(Dollars in millions)
2024(1)
2023
2022
________
(1) The Walmart Program Termination resulted in an allowance for credit losses build of $826 million in the second quarter of 2024.
174
Capital One Financial Corporation (COF)
NOTE 6—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 provide a source of funding for us and enable 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.
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 the maximum amount of any remaining funding obligations.
The tables below present a summary of VIEs in which we had continuing involvement or held a significant variable interest,
aggregated based on VIEs with similar characteristics as of December 31, 2024 and 2023. We separately present information
for consolidated and unconsolidated VIEs.
Table 6.1: Carrying Amount of Consolidated and Unconsolidated VIEs
Securitization-Related VIEs:(1)
Credit card loan securitizations(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$
24,753
$
11,500
$
0
$
0
$
0
Auto loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,100
3,204
0
0
0
Total securitization-related VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,853
14,704
0
0
0
Other VIEs:(3)
Affordable housing entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
354
75
5,544
1,877
5,544
Entities that provide capital to low-income and rural communities .
2,605
9
0
0
0
Other(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
874
110
874
Total other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,959
84
6,418
1,987
6,418
Total VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
31,812
$
14,788
$
6,418
$
1,987
$
6,418
December 31, 2024
Consolidated
Unconsolidated
(Dollars in millions)
Carrying
Amount
of Assets
Carrying
Amount of
Liabilities
Carrying
Amount
of Assets
Carrying
Amount of
Liabilities
Maximum
Exposure to
Loss
175
Capital One Financial Corporation (COF)
Securitization-Related VIEs:(1)
Credit card loan securitizations(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,474
$
14,692
$
0
$
0
$
0
Auto loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,019
4,021
0
0
0
Total securitization-related VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,493
18,713
0
0
0
Other VIEs:(3)
Affordable housing entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
23
5,726
2,085
5,726
Entities that provide capital to low-income and rural communities .
2,498
10
0
0
0
Other(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0
449
0
449
Total other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,795
33
6,175
2,085
6,175
Total VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
33,288
$
18,746
$
6,175
$
2,085
$
6,175
December 31, 2023
Consolidated
Unconsolidated
(Dollars in millions)
Carrying
Amount
of Assets
Carrying
Amount of
Liabilities
Carrying
Amount
of Assets
Carrying
Amount of
Liabilities
Maximum
Exposure to
Loss
__________
(1)
Excludes insignificant VIEs from previously exited businesses.
(2)
Represents the carrying amount of assets and liabilities of the VIE, which includes the seller’s interest and repurchased notes held by other related parties.
(3)
In certain investment structures, we consolidate a VIE which 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 $2.7 billion of assets and $1.0 billion of liabilities as of December 31,
2024, and $2.6 billion of assets and $989 million of liabilities as of December 31, 2023.
(4)
Primarily consists of variable interests in companies that promote renewable energy sources and other equity method investments.
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 solely 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 ourselves. 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
19—Commitments, Contingencies, Guarantees and Others” for information about the loss sharing agreements, “Note 7—
Goodwill and Other Intangible Assets” for information related to our MSRs associated with these securitizations and “Note 3—
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 excluded these
VIEs from the tables presented in this note. See “Note 4—Loans” for additional information regarding our lending
arrangements in the normal course of business.
176
Capital One Financial Corporation (COF)
The table below presents our continuing involvement in certain securitization-related VIEs as of December 31, 2024 and 2023.
Table 6.2: Continuing Involvement in Securitization-Related VIEs
December 31, 2024:
Securities held by third-party investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11,066
$
3,198
Receivables in the trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,639
3,895
Cash balance of spread or reserve accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
22
Retained interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
Yes
Servicing retained . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
Yes
December 31, 2023:
Securities held by third-party investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
14,029
$
4,014
Receivables in the trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,404
4,839
Cash balance of spread or reserve accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
19
Retained interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
Yes
Servicing retained . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
Yes
(Dollars in millions)
Credit Card
Auto
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 securitizations involve 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.
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, a majority of which are VIEs. 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
our investments in qualified affordable housing projects using the proportional amortization method, where costs of the
investment are amortized 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, 2024 and 2023, we recognized amortization of $701 million and $682 million, respectively, and tax credits
of $718 million and $721 million, respectively, associated with these investments within income tax provision. The carrying
value of our equity investments in these qualified affordable housing projects was $5.3 billion and $5.5 billion as of December
31, 2024 and 2023, 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 $2.1 billion and $2.3 billion as of December 31, 2024
and 2023, respectively, and is largely expected to be paid from 2025 to 2028.
177
Capital One Financial Corporation (COF)
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
$5.5 billion and $5.7 billion as of December 31, 2024 and 2023, respectively. 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 $18.1 billion and
$18.6 billion as of December 31, 2024 and 2023, 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 potentially be 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 $2.6 billion and $2.5 billion as of December 31, 2024 and 2023, 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 are 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 $874 million and $449 million as of December 31, 2024 and 2023, 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.
Our renewable energy source equity investments subject to proportional amortization had a carrying value of $562 million as of
December 31, 2024. For the year ended December 31, 2024, we recognized amortization of $28 million and tax credits of
$21 million associated with these investments within income tax provision. We are periodically required to provide additional
financial or other support during the period of the investments. Our liability for these unfunded commitments was $110 million
as of December 31, 2024, and is expected to be paid from 2025 to 2033.
178
Capital One Financial Corporation (COF)
NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS
The table below presents our goodwill, other intangible assets and MSRs as of December 31, 2024 and 2023. Goodwill is
presented separately, while other intangible assets and MSRs are included in other assets on our consolidated balance sheets.
Table 7.1: Components of Goodwill, Other Intangible Assets and MSRs
December 31, 2024
(Dollars in millions)
Carrying
Amount of
Assets
Accumulated
Amortization
Net Carrying
Amount
Weighted
Average
Remaining
Amortization
Period
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15,059
N/A $
15,059
N/A
Other intangible assets:
Purchased credit card relationship (“PCCR”) intangibles . . . . . . . . . . . . . . . .
369
$
(164)
205
6.1 years
Other(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
(106)
28
5.1 years
Total other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
503
(270)
233
6.0 years
Total goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15,562
$
(270) $
15,292
Commercial MSRs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
653
$
(309) $
344
December 31, 2023
(Dollars in millions)
Carrying
Amount of
Assets
Accumulated
Amortization
Net Carrying
Amount
Weighted
Average
Remaining
Amortization
Period
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15,065
N/A $
15,065
N/A
Other intangible assets:
Purchased credit card relationship (“PCCR”) intangibles . . . . . . . . . . . . . . . .
369
$
(96)
273
7.1 years
Other(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
(134)
37
5.7 years
Total other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
540
(230)
310
6.9 years
Total goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15,605
$
(230) $
15,375
Commercial MSRs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
653
$
(263) $
390
__________
(1)
Primarily consists of intangibles for sponsorship, customer and merchant relationships, domain names and licenses.
(2)
Commercial MSRs are accounted for under the amortization method under which we recorded $77 million and $88 million of amortization expense for
the years ended December 31, 2024 and 2023, respectively.
179
Capital One Financial Corporation (COF)
Goodwill
The following table presents changes in the carrying amount of goodwill by each of our business segments for the years ended
December 31, 2024, 2023 and 2022. We did not recognize any goodwill impairment during 2024, 2023 and 2022.
Table 7.2: Goodwill by Business Segments
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking
Total
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,087
$
4,645
$
5,050
$
14,782
Other adjustments(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9)
0
4
(5)
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,078
4,645
5,054
14,777
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
273
0
0
273
Other adjustments(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
0
0
15
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,366
$
4,645
$
5,054
$
15,065
Other adjustments(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)
0
0
(6)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,360
$
4,645
$
5,054
$
15,059
__________
(1)
Primarily represents foreign currency translation adjustments.
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 the risk inherent in each reporting unit. The carrying amount
for a reporting unit is the sum of its respective capital requirements, goodwill and other intangibles balances. Capital is
allocated based on each reporting unit’s specific regulatory 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 the 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.
180
Capital One Financial Corporation (COF)
Intangible Assets
In connection with our acquisitions, we recorded intangible assets that include PCCR, sponsorship, customer and merchant
relationships, partnership, trade names, and other customer contract intangibles. At acquisition, the PCCR intangibles reflect the
estimated value of existing credit card holder relationships. There were no impairments of intangible assets in 2024 and 2023
and there was a $10 million impairment of intangible assets in 2022.
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, 2024, 2023,
2022 and the estimated future amortization expense for intangible assets as of December 31, 2024:
Table 7.3: Amortization Expense
(Dollars in millions)
Amortization
Expense
Actual for the year ended December 31,
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
60
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Estimated future amounts for the year ending December 31,
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Total estimated future amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
225
181
Capital One Financial Corporation (COF)
NOTE 8—PREMISES, EQUIPMENT AND LEASES
Premises and Equipment
The following table presents our premises and equipment as of December 31, 2024 and 2023.
Table 8.1 Components of Premises and Equipment
(Dollars in millions)
December 31,
2024
December 31,
2023
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
303
$
305
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,276
4,297
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,751
1,800
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,357
2,863
In progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
426
291
Total premises and equipment, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,113
9,556
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,602)
(5,181)
Total premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,511
$
4,375
Depreciation and amortization expense was $1.1 billion, $939 million and $790 million for the years ended December 31, 2024,
2023 and 2022, respectively.
Leases
Our primary involvement with leases is in the capacity as a lessee where we lease premises to support our business. The
majority of our leases are operating leases of office space, retail bank branches and cafés. Our operating leases expire at various
dates through 2071, although some 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 future 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 years
ended December 31, 2024 and 2023.
Table 8.2 Operating Lease Portfolio
(Dollars in millions)
December 31,
2024
December 31,
2023
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
974
$
1,009
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,265
1,312
Weighted-average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.9 years
8.2 years
Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.3 %
3.2 %
182
Capital One Financial Corporation (COF)
Table 8.3 Total Operating Lease Expense and Other Information
Year Ended December 31,
(Dollars in millions)
2024
2023
Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
224
$
241
Variable lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
47
Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
272
288
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14)
(18)
Net lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
258
$
270
Cash paid for amounts included in the measurement of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
261
$
285
Right-of-use assets obtained in exchange for lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
83
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, 2024.
Table 8.4 Maturities of Operating Leases and Reconciliation to Lease Liabilities
(Dollars in millions)
December 31, 2024
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
235
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
488
Total undiscounted lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,480
Less: Imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,265
As of December 31, 2024, we had approximately $20 million and $29 million of right-of-use assets and lease liabilities,
respectively, for finance leases with a weighted-average remaining lease term of 4.1 years. As of December 31, 2023, we had
approximately $15 million and $27 million of right-of-use assets and lease liabilities, respectively, for finance leases with a
weighted-average remaining lease term of 4.1 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 $10 million and
$16 million of total finance lease expense for the years ended December 31, 2024 and 2023, respectively.
183
Capital One Financial Corporation (COF)
NOTE 9—DEPOSITS AND BORROWINGS
Our deposits, which include checking accounts, money market deposits, negotiable order of withdrawals, savings deposits and
time deposits, represent our largest source of funding for our assets and operations. We also use a variety of other funding
sources including short-term borrowings, senior and subordinated notes, securitized debt obligations and other borrowings.
Securitized debt obligations are presented separately on our consolidated balance sheets, as they represent obligations of
consolidated securitization trusts. 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, securities loaned or sold under agreements to
repurchase and 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, 2024 and 2023. The carrying value presented below for these borrowings includes any unamortized debt
premiums and discounts, net of debt issuance costs and fair value hedge accounting adjustments.
Table 9.1: Components of Deposits, Short-Term Borrowings and Long-Term Debt
(Dollars in millions)
December 31,
2024
December 31,
2023
Deposits:
Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
26,122
$
28,024
Interest-bearing deposits(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336,585
320,389
Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
362,707
$
348,413
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase
. . . . . . . . . . . . . . .
$
562
$
538
Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
562
$
538
December 31, 2024
December 31,
2023
(Dollars in millions)
Maturity
Dates
Stated Interest Rates
Weighted-
Average
Interest Rate
Carrying
Value
Carrying
Value
Long-term debt:
Securitized debt obligations . . . . . . . . . . . . . . . .
2025-2030
0.77% - 5.91%
3.48 %
$
14,264
$
18,043
Senior and subordinated notes:
Fixed unsecured senior debt(2) . . . . . . . . . . .
2025-2035
1.65 - 7.62
4.84
26,930
27,168
Floating unsecured senior debt . . . . . . . . . . .
—
—
—
0
349
Total unsecured senior debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.84
26,930
27,517
Fixed unsecured subordinated debt . . . . . . .
2025-2032
2.36 - 4.20
3.57
3,766
3,731
Total senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,696
31,248
Other long-term borrowings . . . . . . . . . . . . . . .
2025-2031
1.46 - 9.91
5.72
29
27
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
44,989
$
49,318
Total short-term borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
45,551
$
49,856
__________
(1)
Some customers have time deposits in excess of the federal deposit insurance limit, making a portion of the deposit uninsured. As of December 31, 2024,
the total time deposit amount with some portion in excess of the insured amount was $15.2 billion and the portion of total time deposits estimated to be
uninsured was $10.1 billion. As of December 31, 2023, the total time deposit amount with some portion in excess of the insured amount was $15.8 billion
and the portion of total time deposits estimated to be uninsured was $9.0 billion.
(2)
Includes $473 million and $1.3 billion of Euro (“EUR”) denominated unsecured notes as of December 31, 2024 and 2023, respectively.
184
Capital One Financial Corporation (COF)
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, 2024.
Table 9.2: Maturity Profile of Borrowings
(Dollars in millions)
2025
2026
2027
2028
2029
Thereafter
Total
Interest-bearing time deposits . . . . . . . . . . . . . . .
$ 63,855
$
5,953
$
6,256
$
1,876
$
994
$
11
$
78,945
Securitized debt obligations . . . . . . . . . . . . . . . . .
6,278
2,835
2,492
2,224
372
63
14,264
Federal funds purchased and securities loaned or
sold under agreements to repurchase . . . . . . . . . .
562
0
0
0
0
0
562
Senior and subordinated notes . . . . . . . . . . . . . . .
3,221
4,499
4,207
2,863
3,171
12,735
30,696
Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . .
9
6
6
6
1
1
29
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 73,925
$ 13,293
$ 12,961
$
6,969
$
4,538
$ 12,810
$ 124,496
185
Capital One Financial Corporation (COF)
NOTE 10—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 certain exposures
denominated in foreign currencies. We primarily use interest rate and foreign currency swaps to perform these hedging
activities, 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 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
offset the substantial majority of the market risk exposure of our customer accommodation derivatives through derivative
transactions with other counterparties.
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. We enter into receive-fixed, pay-
float interest rate swaps to hedge changes in the fair value of outstanding fixed rate debt and deposits due to fluctuations
in market interest rates. We also enter into pay-fixed, receive-float interest rate swaps to hedge changes in the fair value
of fixed rate investment securities.
•
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 hedged 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. We enter into receive-fixed, pay-float interest rate swaps
and interest rate floors to modify the interest rate characteristics of designated credit card and commercial loans from
floating to fixed in order to reduce the impact of changes in forecasted future cash flows due to fluctuations in market
interest rates. 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.
186
Capital One Financial Corporation (COF)
Derivatives Counterparty Credit Risk
Counterparty Types
Derivative instruments contain an element of credit risk that stems 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”), the Intercontinental
Exchange (“ICE”) and the LCH Group (“LCH”) are our CCPs for 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 agreements, where applicable, and exchanging collateral with our counterparties, typically in the form of cash or high-
quality liquid securities. We exchange collateral in two primary forms: variation margin, which accounts for changes in market
value due to daily market movements, and initial margin, which offsets the potential future exposure of a derivative. We
exchange variation margin and initial margin on bilateral derivatives in scope for uncleared margin rules.
The amount of collateral exchanged for variation margin 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. The amount of the initial margin
exchanged is dependent upon 1) the calculation of initial margin exposure, as prescribed by 1(a) the U.S. prudential regulators’
margin rules for uncleared derivatives (“PR Rules”) or 1(b) the CCPs for cleared derivatives and 2) the fair value of the pledged
collateral; it 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 collateral received or pledged. See Table 10.3 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. We also clear exchange-
traded instruments, like futures, with CCPs. 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 by CCPs as collateral against potential losses on our exchange-traded and
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, ICE and LCH-cleared OTC derivatives, variation margin cash payments are
required to be characterized 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 master netting agreements and collateral agreements with bilateral derivative
counterparties, where applicable, to mitigate the risk of default. 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 uncleared
derivatives 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.
187
Capital One Financial Corporation (COF)
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.
Balance Sheet Presentation
The following table summarizes the notional amounts and fair values of our derivative instruments as of December 31, 2024
and 2023, 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 10.1: Derivative Assets and Liabilities at Fair Value
December 31, 2024
December 31, 2023
Notional or
Contractual
Amount
Derivative(1)
Notional or
Contractual
Amount
Derivative(1)
(Dollars in millions)
Assets
Liabilities
Assets
Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value hedges . . . . . . . . . . . . . . . . . . . . . . . . . .
$
61,250
$
3
$
13
$
68,987
$
18
$
26
Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . .
102,550
123
24
70,350
216
23
Total interest rate contracts . . . . . . . . . . . . . . . . . . . . .
163,800
126
37
139,337
234
49
Foreign exchange contracts:
Fair value hedges . . . . . . . . . . . . . . . . . . . . . . . . . .
518
0
101
1,380
0
113
Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . .
2,549
74
0
2,488
0
66
Net investment hedges . . . . . . . . . . . . . . . . . . . . . .
4,858
190
0
4,870
1
89
Total foreign exchange contracts . . . . . . . . . . . . . . . . .
7,925
264
101
8,738
1
268
Total derivatives designated as accounting hedges . . .
171,725
390
138
148,075
235
317
Derivatives not designated as accounting hedges:
Customer accommodation:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . .
108,754
865
1,014
103,489
1,188
1,382
Commodity contracts . . . . . . . . . . . . . . . . . . . . . . .
34,185
858
814
33,495
1,161
1,147
Foreign exchange and other contracts . . . . . . . . . . .
6,951
80
52
5,153
50
47
Total customer accommodation . . . . . . . . . . . . . . . . . .
149,890
1,803
1,880
142,137
2,399
2,576
Other interest rate exposures(2)
. . . . . . . . . . . . . . . . . . .
909
14
9
872
21
31
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,254
25
5
2,955
20
8
Total derivatives not designated as accounting hedges
154,053
1,842
1,894
145,964
2,440
2,615
Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 325,778
$
2,232
$
2,032
$ 294,039
$
2,675
$
2,932
Less: netting adjustment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,056)
(304)
(1,005)
(597)
Total derivative assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,176
$
1,728
$
1,670
$
2,335
__________
(1)
Does not reflect $1 million and $2 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of
December 31, 2024 and 2023, respectively. This net valuation allowance is included as 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)
Other interest rate exposures include commercial mortgage-related derivatives and interest rate swaps.
188
Capital One Financial Corporation (COF)
(3)
Represents balance sheet netting of derivative assets and liabilities, and related payables and receivables for cash collateral held or placed with the same
counterparty.
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, 2024 and 2023.
Table 10.2: Hedged Items in Fair Value Hedging Relationships
December 31, 2024
December 31, 2023
Carrying
Amount
Assets/
(Liabilities)
Cumulative Amount of Basis
Adjustments Included in the
Carrying Amount
Carrying
Amount
Assets/
(Liabilities)
Cumulative Amount of Basis
Adjustments Included in the
Carrying Amount
(Dollars in millions)
Total Assets/
(Liabilities)
Discontinued-
Hedging
Relationships
Total Assets/
(Liabilities)
Discontinued-
Hedging
Relationships
Line item on our consolidated balance
sheets in which the hedged item is
included:
Investment securities available for sale(1)(2) .
$
8,312
$
(38) $
78
$
6,108
$
(8)
$
126
Interest-bearing deposits . . . . . . . . . . . . . . . .
(10,331)
160
0
(17,374)
277
0
Securitized debt obligations . . . . . . . . . . . . .
(11,011)
276
0
(13,375)
503
0
Senior and subordinated notes . . . . . . . . . . .
(30,696)
1,069
(225)
(30,899)
971
(372)
__________
(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. The amortized cost basis of this portfolio was $3.4 billion and $2.2 billion as of
December 31, 2024 and 2023, respectively. The amount of the designated hedged items was $2.1 billion and $1.5 billion as of December 31, 2024 and
2023, respectively. The cumulative basis adjustments associated with these hedges was $16 million and $33 million as of December 31, 2024 and 2023,
respectively.
(2)
Carrying value represents amortized cost.
189
Capital One Financial Corporation (COF)
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 agreements 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 agreements for balance sheet
presentation where a right of setoff exists. For derivative contracts entered into under master netting agreements for which we
have not been able to confirm the enforceability of the setoff rights, or those not subject to master netting agreements, 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, 2024 and 2023. 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.
Table 10.3: Offsetting of Financial Assets and Financial Liabilities
As of December 31, 2024
Derivative assets(1)
. . . . . . . . . . . . . . . . .
$
2,232
$
(202) $
(854) $
1,176
$
(22) $
1,154
As of December 31, 2023
Derivative assets(1)
. . . . . . . . . . . . . . . . .
2,675
(433)
(572)
1,670
(22)
1,648
Gross
Amounts
Gross Amounts Offset in the
Balance Sheet
Net Amounts
as Recognized
Securities
Collateral Held
Under Master
Netting
Agreements
Net
Exposure
(Dollars in millions)
Financial
Instruments
Cash Collateral
Received
As of December 31, 2024
Derivative liabilities(1) . . . . . . . . . . . . . .
$
2,032
$
(202) $
(102) $
1,728
$
(53) $
1,675
Repurchase agreements(2)
. . . . . . . . . . . .
562
0
0
562
(562)
0
As of December 31, 2023
Derivative liabilities(1) . . . . . . . . . . . . . .
2,932
(433)
(164)
2,335
(13)
2,322
Repurchase agreements(2)
. . . . . . . . . . . .
538
0
0
538
(538)
0
Gross
Amounts
Gross Amounts Offset in the
Balance Sheet
Net Amounts
as Recognized
Securities
Collateral Pledged
Under Master
Netting
Agreements
Net
Exposure
(Dollars in millions)
Financial
Instruments
Cash Collateral
Pledged
__________
(1)
We received cash collateral from derivative counterparties totaling $1.1 billion and $858 million as of December 31, 2024 and 2023, respectively. We
also received securities from derivative counterparties with a fair value of approximately $18 million and $16 million as of December 31, 2024 and 2023,
respectively, which we have the ability to re-pledge. We posted $1.6 billion and $1.7 billion of cash collateral as of December 31, 2024 and 2023,
respectively.
(2)
Under our customer repurchase agreements, which mature the next business day, we pledged collateral with a fair value of $573 million and $549 million
as of December 31, 2024 and 2023, respectively, primarily consisting of agency RMBS securities.
190
Capital One Financial Corporation (COF)
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, 2024, 2023 and 2022.
Table 10.4: Effects of Fair Value and Cash Flow Hedge Accounting
Year Ended December 31, 2024
Net Interest Income
Non-Interest
Income
(Dollars in millions)
Investment
Securities
Loans,
Including
Loans Held
for Sale
Other
Interest-
bearing
Deposits
Securitized
Debt
Obligations
Senior and
Subordinated
Notes
Other
Total amounts presented in
our consolidated statements
of income . . . . . . . . . . . . . . . .
$
2,873
$
40,894
$
2,267
$
(11,493) $
(958) $
(2,333) $
1,081
Fair value hedging
relationships:
Interest rate and foreign
exchange contracts:
Interest recognized on
derivatives . . . . . . . . . . . . .
$
159
$
0
$
0
$
(323) $
(413) $
(961) $
0
Gains (losses) recognized
on derivatives . . . . . . . . . . .
(42)
0
0
116
226
86
(57)
Gains (losses) recognized
on hedged items(1) . . . . . . .
(30)
0
0
(117)
(227)
59
57
Excluded component of
fair value hedges(2)
. . . . . . .
0
0
0
0
0
6
0
Net income (expense)
recognized on fair value
hedges . . . . . . . . . . . . . . . . . . .
$
87
$
0
$
0
$
(324) $
(414) $
(810) $
0
Cash flow hedging
relationships:(3)
Interest rate contracts:
Realized gains (losses)
reclassified from AOCI
into net income . . . . . . . . .
$
0
$
(1,207) $
0
$
0
$
0
$
0
$
0
Foreign exchange contracts:
Realized gains (losses)
reclassified from AOCI
into net income(4)
. . . . . . . .
0
0
11
0
0
0
0
Net income (expense)
recognized on cash flow
hedges . . . . . . . . . . . . . . . . . . .
$
0
$
(1,207) $
11
$
0
$
0
$
0
$
0
191
Capital One Financial Corporation (COF)
Year Ended December 31, 2023
Net Interest Income
Non-Interest
Income
(Dollars in millions)
Investment
Securities
Loans,
Including
Loans Held
for Sale
Other
Interest-
bearing
Deposits
Securitized
Debt
Obligations
Senior and
Subordinated
Notes
Other
Total amounts presented in
our consolidated statements
of income . . . . . . . . . . . . . . . .
$
2,550
$
37,410
$
1,978
$
(9,489) $
(959) $
(2,204) $
1,120
Fair value hedging
relationships:
Interest rate and foreign
exchange contracts:
Interest recognized on
derivatives . . . . . . . . . . . . .
$
158
$
0
$
0
$
(385) $
(414) $
(1,036) $
0
Gains (losses) recognized
on derivatives . . . . . . . . . .
(149)
0
0
220
244
733
42
Gains (losses) recognized
on hedged items(1)
. . . . . . .
72
0
0
(223)
(245)
(575)
(42)
Excluded component of
fair value hedges(2) . . . . . .
0
0
0
0
0
(3)
0
Net income (expense)
recognized on fair value
hedges . . . . . . . . . . . . . . . . . .
$
81
$
0
$
0
$
(388) $
(415) $
(881) $
0
Cash flow hedging
relationships:(3)
Interest rate contracts:
Realized gains reclassified
from AOCI into net
income . . . . . . . . . . . . . . .
$
0
$
(1,205) $
0
$
0
$
0
$
0
$
0
Foreign exchange contracts:
Realized gains (losses)
reclassified from AOCI
into net income(4) . . . . . . .
0
0
11
0
0
0
0
Net income (expense)
recognized on cash flow
hedges . . . . . . . . . . . . . . . . . .
$
0
$
(1,205) $
11
$
0
$
0
$
0
$
0
192
Capital One Financial Corporation (COF)
Year Ended December 31, 2022
Net Interest Income
Non-Interest
Income
(Dollars in millions)
Investment
Securities
Loans,
Including
Loans Held
for Sale
Other
Interest-
bearing
Deposits
Securitized
Debt
Obligations
Senior and
Subordinated
Notes
Other
Total amounts presented in
our consolidated statements
of income . . . . . . . . . . . . . . . .
$
1,884
$
28,910
$
443
$
(2,535) $
(384) $
(1,074) $
914
Fair value hedging
relationships:
Interest rate and foreign
exchange contracts:
Interest recognized on
derivatives . . . . . . . . . . . . .
$
48
$
0
$
0
$
2
$
(48) $
(197) $
0
Gains (losses) recognized
on derivatives . . . . . . . . . .
276
0
0
(542)
(698)
(1,893)
(84)
Gains (losses) recognized
on hedged items(1)
. . . . . . .
(366)
0
0
546
699
2,059
83
Excluded component of
fair value hedges(2) . . . . . .
0
0
0
0
0
(3)
0
Net income (expense)
recognized on fair value
hedges . . . . . . . . . . . . . . . . . .
$
(42) $
0
$
0
$
6
$
(47) $
(34) $
(1)
Cash flow hedging
relationships:(3)
Interest rate contracts:
Realized gains reclassified
from AOCI into net
income . . . . . . . . . . . . . . .
$
0
$
(121) $
0
$
0
$
0
$
0
$
0
Foreign exchange contracts:
Realized gains reclassified
from AOCI into net
income(4)
. . . . . . . . . . . . . .
0
0
3
0
0
0
(1)
Net income (expense)
recognized on cash flow
hedges . . . . . . . . . . . . . . . . . .
$
0
$
(121) $
3
$
0
$
0
$
0
$
(1)
_________
(1)
Includes amortization benefit of $76 million, $79 million and $78 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to
basis adjustments on discontinued hedges.
(2)
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 (“OCI”). The initial value of the excluded component is recognized in earnings over the life of
the swap under the amortization approach.
(3)
See “Note 11—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 gain of $128 million for the year ended December 31, 2024 and losses of $66 million and $17 million for the years ended December 31,
2023 and 2022, respectively, 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 in other non-interest income on our consolidated
statements of income.
In the next 12 months, we expect to reclassify into earnings an after-tax loss of $624 million recorded in AOCI as of December
31, 2024 associated with cash flow hedges of forecasted transactions. This amount will largely offset the cash flows associated
with the forecasted transactions hedged by these derivatives. The maximum length of time over which forecasted transactions
were hedged was approximately 9.2 years as of December 31, 2024. 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.
193
Capital One Financial Corporation (COF)
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, 2024, 2023 and 2022. These gains or losses are recognized in other non-interest income on our
consolidated statements of income.
Table 10.5: Gains (Losses) on Free-Standing Derivatives
Gains (losses) recognized in other non-interest income:
Customer accommodation:
Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
30
$
34
$
40
Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
39
49
Foreign exchange and other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
16
14
Total customer accommodation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
89
103
Other interest rate exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
254
264
76
Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(58)
(29)
(38)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
265
$
324
$
141
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
194
Capital One Financial Corporation (COF)
NOTE 11—STOCKHOLDERS’ EQUITY
Preferred Stock
The following table summarizes our preferred stock outstanding as of December 31, 2024 and 2023.
Table 11.1: Preferred Stock Outstanding(1)
Redeemable
by Issuer
Beginning
Per Annum
Dividend Rate
Dividend
Frequency
Liquidation
Preference
per Share
Total Shares
Outstanding
as of
December 31,
2024
Carrying Value
(in millions)
Series
Description
Issuance Date
December 31,
2024
December 31,
2023
Series I
5.000%
Non-
Cumulative
September 11,
2019
December 1,
2024
5.000%
Quarterly
$
1,000
1,500,000
$
1,462
$
1,462
Series J
4.800%
Non-
Cumulative
January 31,
2020
June 1, 2025
4.800
Quarterly
1,000
1,250,000
1,209
1,209
Series K
4.625%
Non-
Cumulative
September 17,
2020
December 1,
2025
4.625
Quarterly
1,000
125,000
122
122
Series L
4.375%
Non-
Cumulative
May 4,
2021
September 1,
2026
4.375
Quarterly
1,000
675,000
652
652
Series M
3.950% Fixed
Rate Reset
Non-
Cumulative
June 10,
2021
September 1,
2026
3.950% through
8/31/2026;
resets 9/1/2026
and every
subsequent 5
year
anniversary at
5-Year
Treasury Rate
+3.157%
Quarterly
1,000
1,000,000
988
988
Series N
4.250%
Non-
Cumulative
July 29,
2021
September 1,
2026
4.250%
Quarterly
1,000
425,000
412
412
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,845
$
4,845
__________
(1)
Except for Series M, 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.
195
Capital One Financial Corporation (COF)
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 presents the changes in AOCI by component for the years ended December 31, 2024, 2023 and 2022.
Table 11.2: AOCI
(Dollars in millions)
Securities
Available
for Sale
Hedging
Relationships(1)
Foreign
Currency
Translation
Adjustments(2)
Other
Total
AOCI as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
297
$
118
$
(21) $
(20) $
374
Other comprehensive income (loss) before reclassifications . . . . .
(7,980)
(2,404)
1
(17) (10,400)
Amounts reclassified from AOCI into earnings . . . . . . . . . . . . . . .
7
104
0
(1)
110
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . .
(7,973)
(2,300)
1
(18) (10,290)
AOCI as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,676)
(2,182)
(20)
(38)
(9,916)
Other comprehensive income (loss) before reclassifications . . . . .
881
(268)
46
7
666
Amounts reclassified from AOCI into earnings . . . . . . . . . . . . . . .
26
957
0
(1)
982
Other comprehensive income, net of tax . . . . . . . . . . . . . . . . . . . . .
907
689
46
6
1,648
AOCI as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,769)
(1,493)
26
(32)
(8,268)
Other comprehensive income (loss) before reclassifications . . . . .
(801)
(1,029)
(23)
7
(1,846)
Amounts reclassified from AOCI into earnings . . . . . . . . . . . . . . .
26
802
0
0
828
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . .
(775)
(227)
(23)
7
(1,018)
AOCI as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(7,544) $
(1,720) $
3
$
(25) $ (9,286)
__________
(1)
Includes amounts related to cash flow hedges as well as the excluded component of cross-currency swaps designated as fair value hedges.
(2)
Includes other comprehensive gains of $169 million, losses of $126 million and gains of $305 million for the years ended December 31, 2024, 2023 and
2022, respectively, from hedging instruments designated as net investment hedges.
196
Capital One Financial Corporation (COF)
The following table presents amounts reclassified from each component of AOCI to our consolidated statements of income for
the years ended December 31, 2024, 2023 and 2022.
Table 11.3: Reclassifications from AOCI
Securities available for sale:
Non-interest income (expense) . . . . . . . . . . . . . . . . . . . .
$
(35) $
(34) $
(9)
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . .
(9)
(8)
(2)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(26)
(26)
(7)
Hedging relationships:
Interest rate contracts:
Interest income (expense) . . . . . . . . . . . . . . . . . . . . . . . .
(1,207)
(1,205)
(121)
Foreign exchange contracts:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
11
3
Interest income (expense) . . . . . . . . . . . . . . . . . . . . . . . .
6
(3)
(3)
Non-interest income (expense) . . . . . . . . . . . . . . . . . . . .
129
(66)
(17)
Income (loss) from continuing operations before
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,061)
(1,263)
(138)
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . .
(259)
(306)
(34)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(802)
(957)
(104)
Other:
Non-interest income and non-interest expense . . . . . . . .
0
1
1
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . .
0
0
0
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
1
1
Total reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(828) $
(982) $
(110)
(Dollars in millions)
Year Ended December 31,
AOCI Components
Affected Income Statement Line Item
2024
2023
2022
The table below summarizes other comprehensive income (loss) activity and the related tax impact for the years ended
December 31, 2024, 2023 and 2022.
Table 11.4: Other Comprehensive Income (Loss)
Year Ended December 31,
2024
2023
2022
(Dollars in millions)
Before
Tax
Provision
(Benefit)
After
Tax
Before
Tax
Provision
(Benefit)
After
Tax
Before
Tax
Provision
(Benefit)
After
Tax
Other comprehensive income
(loss):
Net unrealized gains (losses) on
securities available for sale . . . . .
$ (1,036) $
(261) $
(775) $ 1,183
$
276
$
907
$ (10,516) $ (2,543) $ (7,973)
Net unrealized gains (losses) on
hedging relationships . . . . . . . . . .
(303)
(76)
(227)
906
217
689
(3,032)
(732) (2,300)
Foreign currency translation
adjustments(1)
. . . . . . . . . . . . . . . .
32
55
(23)
6
(40)
46
98
97
1
Other . . . . . . . . . . . . . . . . . . . . . .
9
2
7
8
2
6
(24)
(6)
(18)
Other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . .
$ (1,298) $
(280) $ (1,018) $ 2,103
$
455
$ 1,648
$ (13,474) $ (3,184) $ (10,290)
__________
(1)
Includes the impact of hedging instruments designated as net investment hedges.
CAPITAL ONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
197
Capital One Financial Corporation (COF)
NOTE 12—REGULATORY AND CAPITAL ADEQUACY
Regulation and Capital Adequacy
The Company and the Bank are subject to the regulatory capital requirements established by the Board of Governors of the
Federal Reserve System (“Federal Reserve”) and the Office of the Comptroller of the Currency (“OCC”), respectively (the
“Basel III Capital Rules”). The Basel III Capital Rules implement certain capital requirements published by the Basel
Committee on Banking Supervision (“Basel Committee”), along with certain provisions of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and other capital provisions.
As a bank holding company (“BHC”) with total consolidated assets of at least $250 billion but less than $700 billion and not
exceeding any of the applicable risk-based thresholds, the Company is a Category III institution under the Basel III Capital
Rules.
The Bank, as a subsidiary of a Category III institution, is a Category III bank. Moreover, the Bank, as an insured depository
institution, is subject to prompt corrective action (“PCA”) capital regulations.
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 4.0% and a minimum supplementary leverage ratio of 3.0%. We are also subject to the
capital conservation buffer requirement and countercyclical capital buffer requirement, each as described in “Part I—Item 1.
Business—Supervision and Regulation—Capital and Stress Testing Regulation—Stress Capital Buffer Rule.” Our capital and
leverage ratios are calculated based on the Basel III standardized approach framework.
We have elected to exclude certain elements of accumulated other comprehensive income (“AOCI”) from our regulatory
capital as permitted for a Category III institution. For information on the recognition of AOCI in regulatory capital under the
proposed changes to the Basel III Capital Rules, see “Part I—Item 1. Business—Supervision and Regulation—Capital and
Stress Testing Regulation—Basel III Finalization Proposal.”
The Federal Reserve, OCC, and the Federal Deposit Insurance Corporation (“FDIC”) (collectively, “Federal Banking
Agencies”) adopted a final rule (“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 “CECL Transition Election”). We adopted
the CECL standard (for accounting purposes) as of January 1, 2020, and made the CECL Transition Election (for regulatory
capital purposes) in the first quarter of 2020. Therefore, the applicable amounts presented in this Report reflect such election.
Pursuant to the CECL Transition Rule, a banking institution could 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 used 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
were 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. From January 1, 2022 through
December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact were being
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
Capital impact delayed to
2022
25% Phased
In
50% Phased
In
75% Phased
In
Fully Phased
In
Cumulative “day 2” ongoing impact
25% scaling factor as an
approximation of the increase
in allowance under CECL
As of December 31, 2021, we added back an aggregate amount of $2.4 billion to our regulatory capital pursuant to the CECL
Transition Rule. Consistent with the rule, we have phased in 75% of this amount as of January 1, 2024. The remaining
198
Capital One Financial Corporation (COF)
$600 million has been phased in on January 1, 2025. As of December 31, 2024, the Company’s CET1 capital ratio, reflecting
the CECL Transition Rule, was 13.5% and would have been 13.3% excluding the impact of the CECL Transition Rule (or “on a
fully phased-in basis”).
For additional information about the regulatory capital rules to which we are subject, including recent proposed amendments to
these rules, 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 applicable
well-capitalized standard for each ratio as of December 31, 2024 and 2023.
Table 12.1: Capital Ratios Under Basel III(1)
December 31, 2024
December 31, 2023
(Dollars in millions)
Capital
Amount
Capital
Ratio
Minimum
Capital
Adequacy
Well-
Capitalized
Capital
Amount
Capital
Ratio
Minimum
Capital
Adequacy
Well-
Capitalized
Capital One Financial Corp:
Common equity Tier 1 capital(2) .
$ 50,807
13.5 %
4.5 %
N/A
$ 47,615
12.9 %
4.5 %
N/A
Tier 1 capital(3)
. . . . . . . . . . . . . . .
55,652
14.8
6.0
6.0 %
52,460
14.2
6.0
6.0 %
Total capital(4) . . . . . . . . . . . . . . .
61,805
16.4
8.0
10.0
59,124
16.0
8.0
10.0
Tier 1 leverage(5) . . . . . . . . . . . . .
55,652
11.6
4.0
N/A
52,460
11.2
4.0
N/A
Supplementary leverage(6)
. . . . . .
55,652
9.9
3.0
N/A
52,460
9.6
3.0
N/A
CONA:
Common equity Tier 1 capital(2) .
51,118
13.6
4.5
6.5
47,933
13.1
4.5
6.5
Tier 1 capital(3)
. . . . . . . . . . . . . . .
51,118
13.6
6.0
8.0
47,933
13.1
6.0
8.0
Total capital(4) . . . . . . . . . . . . . . .
56,937
15.2
8.0
10.0
52,636
14.3
8.0
10.0
Tier 1 leverage(5) . . . . . . . . . . . . .
51,118
10.7
4.0
5.0
47,933
10.3
4.0
5.0
Supplementary leverage(6)
. . . . . .
51,118
9.2
3.0
N/A
47,933
8.8
3.0
N/A
__________
(1)
Capital requirements that are not applicable are denoted by “N/A.”
(2)
CET1 capital ratio is a regulatory capital measure calculated based on CET1 capital divided by risk-weighted assets.
(3)
Tier 1 capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.
(4)
Total capital ratio is a regulatory capital measure calculated based on total capital divided by risk-weighted assets.
(5)
Tier 1 leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by adjusted average assets.
(6)
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 the Bank exceeded the minimum regulatory requirements and was well-
capitalized under PCA requirements as of both December 31, 2024 and 2023.
Regulatory restrictions exist that limit the ability of CONA to transfer funds to our BHC. As of December 31, 2024, funds
available for dividend payments from the Bank were $8.9 billion. 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.While the Merger Agreement is in effect and until the Merger Agreement is
terminated or the Transaction is completed, we are restricted from paying quarterly cash dividends on our common stock in
excess of $0.60 per share per quarter. There can be no assurance that we will declare and pay any dividends to stockholders.
For additional information on the prior approval requirement on our capital distributions associated with our capital plan
resubmission, see “Part I—Item 1. Business—Supervision and Regulation—Capital and Stress Testing Regulation—Capital
Planning and Stress Testing.”
199
Capital One Financial Corporation (COF)
NOTE 13—EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share for the years ended December
31, 2024, 2023 and 2022. 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 13.1: Computation of Basic and Diluted Earnings per Common Share
Year Ended December 31,
(Dollars and shares in millions, except per share data)
2024
2023
2022
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,750
$
4,887 $
7,360
Dividends and undistributed earnings allocated to participating securities . . . . . . . . . . . . . . . . .
(77)
(77)
(88)
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(228)
(228)
(228)
Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,445
$
4,582 $
7,044
Total weighted-average basic common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
382.7
382.4
391.8
Effect of dilutive securities:(1)
Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.2
0.1
0.3
Other contingently issuable shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.7
0.9
1.1
Total effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.9
1.0
1.4
Total weighted-average diluted common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383.6
383.4
393.2
Basic earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.60
$
11.98 $
17.98
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.01
0.00
0.00
Net income per basic common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.61
$
11.98 $
17.98
Diluted earnings per common share:(1)
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.58
$
11.95 $
17.91
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.01
0.00
0.00
Net income per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
11.59
$
11.95 $
17.91
__________
(1)
Excluded from the computation of diluted earnings per share were awards of 32 thousand shares, 27 thousand shares and 24 thousand shares for the years
ended December 31, 2024, 2023 and 2022, respectively, because their inclusion would be anti-dilutive. There were no options excluded from the
computation for the years ended December 31, 2024, 2023 and 2022.
200
Capital One Financial Corporation (COF)
NOTE 14—STOCK-BASED COMPENSATION PLANS
Stock Plans
We have one active stock-based compensation plan available for the issuance of shares to employees and directors. As of
December 31, 2024, under the Amended and Restated 2004 Stock Incentive plan (“2004 Plan”), we are authorized to issue
81 million common shares in various forms, primarily share-settled RSUs, PSUs and non-qualified stock options. Of this
amount, approximately 19 million shares remain available for future issuance as of December 31, 2024. 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 2024, 2023 and 2022 resulted in
cash payments to associates of $5 million, $4 million and $8 million, respectively. There was no unrecognized compensation
cost for unvested cash-settled units as of December 31, 2024.
Total stock-based compensation expense recognized during 2024, 2023 and 2022 was $569 million, $513 million and $314
million, respectively. The total income tax benefit for stock-based compensation recognized during 2024, 2023 and 2022 was
$109 million, $99 million and $75 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
$42 million, $39 million and $36 million for 2024, 2023 and 2022, respectively. We also maintain a Dividend Reinvestment
and Stock Purchase Plan, 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 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.
201
Capital One Financial Corporation (COF)
The following table presents a summary of 2024 activity for RSUs and PSUs.
Table 14.1: Summary of Restricted Stock Units and Performance Share Units
Restricted Stock Units
Performance Share Units(1)
(Shares/units in thousands)
Units
Weighted-Average
Grant Date
Fair Value
per Unit
Units
Weighted-Average
Grant Date
Fair Value
per Unit
Unvested as of January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,447
$
118.16
1,955
$
125.49
Granted(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,024
136.69
1,039
132.71
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,682)
124.62
(865)
118.89
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(206)
130.05
(3)
126.63
Unvested as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,583
$
109.56
2,126
$
131.73
_________
(1)
Granted and vested include adjustments for achievement of specific performance goals for PSUs granted in prior periods.
(2)
The weighted-average grant date fair value of RSUs was $113.08 and $141.71 in 2023 and 2022, respectively. The weighted-average grant date fair value
of PSUs was $115.09 and $139.00 in 2023 and 2022, respectively.
The total fair value of RSUs that vested during 2024, 2023 and 2022 was $376 million, $233 million and $248 million,
respectively. The total fair value of PSUs that vested was $119 million, $91 million and $127 million in 2024, 2023 and 2022,
respectively. As of December 31, 2024, the unrecognized compensation expense related to unvested RSUs is $414 million,
which is expected to be amortized over a weighted-average period of approximately 1.5 years; and the unrecognized
compensation related to unvested PSUs was $55 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 10 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 2024 activity for stock options and the balance of stock options exercisable as of
December 31, 2024.
Table 14.2: Summary of Stock Options Activity
(Shares in thousands, and intrinsic value in millions)
Shares
Subject to
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding as of January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
404
$
75.46
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0.00
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(176)
76.91
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0.00
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
0.00
Outstanding and Exercisable as of December 31, 2024 . . . . . . . . . . . . . . .
228
$
74.34
1.56 years
$
24
There were no stock options granted in 2024, 2023 and 2022. The total intrinsic value of stock options exercised during 2024,
2023 and 2022 was $11 million, $5 million and $18 million, respectively.
202
Capital One Financial Corporation (COF)
NOTE 15—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 associate’s 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 $492 million during the years ended December 31, 2024 and 2023
and $444 million during the year ended December 31, 2022 to these plans.
Defined Benefit Pension and Other Postretirement Benefit Plans
We sponsor several frozen plans, including a qualified defined benefit pension plan, several non-qualified defined benefit
pension plans, and 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.
We are currently in the process of terminating the qualified defined benefit pension plan noted above and certain other
postretirement benefits coverage. A Notice of Intent to Terminate (“NOIT”) the plan was distributed to plan participants on
January 21, 2025 and a request for qualified status determination was filed with the IRS on February 13, 2025. Termination
activities are expected to continue through the first quarter of 2026.
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 15.1: Changes in Benefit Obligation and Plan Assets
Defined Pension
Benefits
Other Postretirement
Benefits
(Dollars in millions)
2024
2023
2024
2023
Change in benefit obligation:
Accumulated benefit obligation as of January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
127
$
128
$
10
$
12
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
0
0
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
7
0
0
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11)
(10)
(1)
(2)
Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)
1
0
0
Accumulated benefit obligation as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
118
$
127
$
9
$
10
Change in plan assets:
Fair value of plan assets as of January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
236
$
222
$
5
$
5
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
23
1
1
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1
1
1
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11)
(10)
(1)
(2)
Fair value of plan assets as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
241
$
236
$
6
$
5
Over (under) funded status as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
123
$
109
$
(3) $
(5)
203
Capital One Financial Corporation (COF)
Defined Pension
Benefits
Other Postretirement
Benefits
(Dollars in millions)
2024
2023
2024
2023
Balance sheet presentation as of December 31,
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
131
$
117
$
0
$
0
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)
(8)
(3)
(5)
Net amount recognized as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
123
$
109
$
(3) $
(5)
Net periodic benefit gain for our defined benefit pension plans and other postretirement benefit plan was $6 million in both
2024 and 2023 and $8 million in 2022. We recognized pre-tax gains of $8 million in 2024 and $9 million in 2023 and pre-tax
losses of $24 million in 2022 in AOCI for our defined benefit pension plans and our other postretirement benefit plan.
Pre-tax amounts recognized in AOCI that have not yet been recognized as a component of net periodic benefit cost consist of
net actuarial losses of $39 million and $47 million for our defined benefit pension plans as of December 31, 2024 and 2023,
respectively, and net actuarial gains of $2 million for our other postretirement benefit plan as of both December 31, 2024 and
2023. 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, 2024 and 2023, our plan assets totaled $247 million and $241 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, 2024 and 2023. For information on fair value measurements, including descriptions of Level 1, 2
and 3 of the fair value hierarchy, see “Note 17—Fair Value Measurement.”
Expected Future Benefit Payments
As of December 31, 2024, the benefits expected to be paid in the next ten years totaled $103 million for our defined pension
benefit plans and $9 million for our other postretirement benefit plan, respectively.
204
Capital One Financial Corporation (COF)
NOTE 16—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 release
income tax effects stranded in AOCI when an entire portfolio of the type of item is sold, terminated or extinguished. 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, 2024, 2023 and 2022.
Table 16.1: Significant Components of the Provision for Income Taxes Attributable to Continuing Operations
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Current income tax provision:
Federal taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,598
$
1,423
$
2,125
State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
395
382
423
International taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
76
104
Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,016
$
1,881
$
2,652
Deferred income tax provision (benefit):
Federal taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(704) $
(547) $
(662)
State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(178)
(145)
(112)
International taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
(31)
2
Total deferred provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(853)
(723)
(772)
Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,163
$
1,158
$
1,880
The international income tax provision is related to pre-tax earnings from foreign operations of approximately $266 million,
$230 million and $462 million in 2024, 2023 and 2022, respectively.
Total income tax provision does not reflect the tax effects of items that are included in AOCI, which include a tax benefit of
$280 million in 2024, tax provision of $455 million in 2023, and a tax benefit of $3.2 billion in 2022. See “Note 11—
Stockholders’ Equity” for additional information.
205
Capital One Financial Corporation (COF)
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, 2024, 2023 and 2022.
Table 16.2: Effective Income Tax Rate
Year Ended December 31,
2024
2023
2022
Income tax at U.S. federal statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0 %
21.0 %
21.0 %
State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.5
3.4
3.1
Non-deductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.6
1.4
0.6
Affordable housing, new markets and other tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6.2)
(6.8)
(4.2)
Tax-exempt interest and other nontaxable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.9)
(0.8)
(0.4)
Changes in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.6
0.8
1.0
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.1
0.2
(0.8)
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.7 %
19.2 %
20.3 %
The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2024 and
2023. 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 16.3: Significant Components of Deferred Tax Assets and Liabilities
Deferred tax assets:
Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,730
$
3,538
Net unrealized loss on securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,527
2,223
Rewards programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
898
801
Premises, equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
607
278
Net operating loss and tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
519
514
Net unrealized loss on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
505
470
Compensation and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
479
444
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
997
974
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,262
9,242
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(529)
(496)
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,733
8,746
Deferred tax liabilities:
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
248
253
Partnership investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
148
Goodwill and intangibles
116
57
Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
85
Loan Fees & Expenses
48
48
Original issue discount
0
121
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
95
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
681
807
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9,052
$
7,939
(Dollars in millions)
December 31,
2024
December 31,
2023
Our gross federal net operating loss carryforwards were $3 million and $7 million as of December 31, 2024 and 2023,
respectively. The net tax values of our state net operating loss and interest deduction carryforwards were $301 million and $273
million as of December 31, 2024 and 2023, respectively, and they will expire from 2025 to 2043. Our foreign tax credit
carryforwards were $214 million and $207 million as of December 31, 2024 and 2023, respectively, and they will expire from
2029 to 2034.
206
Capital One Financial Corporation (COF)
Our valuation allowance increased by $33 million to $529 million as of December 31, 2024 compared to $496 million as of
December 31, 2023. Of the total increase, $7 million is related to the current year increase in our foreign tax credit
carryforwards that will not be realized prior to expiration and $29 million increase is related to increased state net operating
losses and interest carryforwards to the amount we have determined is more likely than not to be realized.
We recognize accrued interest and penalties related to income taxes as a component of income tax expense. We recognized a
$4 million and $1 million tax expense in 2024 and 2023, respectively, and $1 million tax benefit in 2022.
The following table presents the accrued balance of tax, interest and penalties related to unrecognized tax benefits.
Table 16.4: Reconciliation of the Change in Unrecognized Tax Benefits
(Dollars in millions)
Gross
Unrecognized
Tax Benefits
Accrued
Interest and
Penalties
Gross Tax,
Interest and
Penalties
Balance as of January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
405
$
14
$
419
Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
0
3
Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
6
20
Reductions for tax positions related to prior years due to IRS and other settlements . . . . .
(381)
(10)
(391)
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
10
51
Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
0
2
Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
4
14
Reductions for tax positions related to prior years due to IRS and other settlements . . . . .
(20)
(7)
(27)
Balance as of December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
7
40
Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
0
12
Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
5
33
Reductions for tax positions related to prior years due to IRS and other settlements . . . . .
(8)
(1)
(9)
Balance as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
65
$
11
$
76
Portion of balance at December 31, 2024 that, if recognized, would impact the effective
income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
60
$
9
$
69
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 2024, we continued to participate in the IRS Compliance Assurance
Process (“CAP”) for our open federal income tax return years and have been accepted into CAP for 2025. During 2024, the IRS
continued its post-filing examination of our 2021 and 2022 Federal income tax returns and pre-filings examination of our 2023
Federal income tax return.We expect our 2021, 2022 and 2023 exams to be concluded by December 31, 2025. We also expect
that the IRS review of our 2024 Federal income tax return will be substantially completed in 2025 prior to its filing.
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, 2024, the Company had 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, nearly all these earnings are considered by management to be invested indefinitely.
As of December 31, 2024, retained earnings included approximately $287 million of pre-1987 bad debt reserves of acquired
thrift institutions, for which no deferred federal income tax liability has been recognized. These amounts are subject to
recapture and to federal income tax at the current corporate tax rate 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.
207
Capital One Financial Corporation (COF)
NOTE 17—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, DCF 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. 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. 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. The determination of the leveling of financial instruments in the fair value hierarchy is
performed at the end of each reporting period.
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 such price to 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 external 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.
208
Capital One Financial Corporation (COF)
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.
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. Our 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
our 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. We
elect 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. Due to the use of significant unobservable
inputs such as prepayment and discount rate assumptions, 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 those publicly traded mutual funds, are classified as Level 1.
209
Capital One Financial Corporation (COF)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
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, 2024 and 2023.
Table 17.1: Assets and Liabilities Measured at Fair Value on a Recurring Basis
December 31, 2024
Fair Value Measurements Using
Netting
Adjustments(1)
(Dollars in millions)
Level 1
Level 2
Level 3
Total
Assets:
Securities available for sale:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,110
$
0
$
0
$
0
$
6,110
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
65,212
116
0
65,328
CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
7,823
2
0
7,825
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
3,627
0
0
3,750
Total securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,233
76,662
118
0
83,013
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
87
0
0
87
Other assets:
Derivative assets(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
510
1,039
683
(1,056)
1,176
Other(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
689
0
34
0
723
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,432
$ 77,788
$
835
$
(1,056) $ 84,999
Liabilities:
Other liabilities:
Derivative liabilities(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
384
$
1,034
$
614
$
(304) $
1,728
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
384
$
1,034
$
614
$
(304) $
1,728
December 31, 2023
Fair Value Measurements Using
Netting
Adjustments(1)
(Dollars in millions)
Level 1
Level 2
Level 3
Total
Assets:
Securities available for sale:
U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,282
$
0
$
0
$
0
$
5,282
RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
63,492
146
0
63,638
CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
8,191
132
0
8,323
Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
1,748
0
0
1,874
Total securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,408
73,431
278
0
79,117
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
347
0
0
347
Other assets:
Derivative assets(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
788
1,001
886
(1,005)
1,670
Other(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
589
3
35
0
627
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,785
$ 74,782
$
1,199
$
(1,005) $ 81,761
Liabilities:
Other liabilities:
Derivative liabilities(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
449
$
1,655
$
828
$
(597) $
2,335
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
449
$
1,655
$
828
$
(597) $
2,335
__________
(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 10—Derivative Instruments and Hedging Activities” for additional information.
(2)
Does not reflect approximately $1 million and $2 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance
risk as of December 31, 2024 and 2023, respectively. Non-performance risk is included in the measurement of derivative assets and liabilities on our
consolidated balance sheets, and is recorded through non-interest income in the consolidated statements of income.
210
Capital One Financial Corporation (COF)
(3)
As of December 31, 2024 and 2023, other includes retained interests in securitizations of $34 million and $35 million, deferred compensation plan assets
of $688 million and $578 million and equity securities of $1 million and $14 million (including unrealized gains of $5 million), respectively.
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, 2024, 2023 and 2022. 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 17.2: Level 3 Recurring Fair Value Rollforward
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 31, 2024
Total Gains (Losses)
(Realized/Unrealized)
Net Unrealized Gains
(Losses) Included in
Net Income Related to
Assets and Liabilities
Still Held as of
December 31, 2024(1)
(Dollars in millions)
Balance,
January 1,
2024
Included
in Net
Income(1)
Included
in OCI
Purchases
Sales
Issuances
Settlements
Transfers
Into
Level 3
Transfers
Out of
Level 3
Balance,
December 31,
2024
Securities available
for sale:(2)
RMBS . . . . . . .
$ 146
$
6
$
(2) $
0
$
0
$
0
$
(11) $ 193
$ (216) $
116
$
6
CMBS . . . . . . .
132
0
(3)
0
0
0
(3)
0
(124)
2
0
Total securities
available for sale . .
278
6
(5)
0
0
0
(14)
193
(340)
118
6
Other assets:
Retained
interests in
securitizations .
35
(1)
0
0
0
0
0
0
0
34
(1)
Net derivative
assets (liabilities)(3)
58
(15)
0
0
0
12
16
(2)
0
69
(25)
211
Capital One Financial Corporation (COF)
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 31, 2023
Total Gains (Losses)
(Realized/Unrealized)
Net Unrealized Gains
(Losses) Included in Net
Income Related to
Assets and Liabilities
Still Held as of
December 31, 2023(1)
(Dollars in millions)
Balance,
January 1,
2023
Included
in Net
Income(1)
Included
in OCI
Purchases
Sales
Issuances
Settlements
Transfers
Into
Level 3
Transfers
Out of
Level 3
Balance,
December 31,
2023
Securities available
for sale:(2)
RMBS . . . . . . .
$ 236
$
8
$
(2) $
0
$
0
$
0
$
(20) $
49
$ (125) $
146
$
7
CMBS . . . . . . .
142
(1)
(4)
0
0
0
(5)
0
0
132
(1)
Total securities
available for sale . .
378
7
(6)
0
0
0
(25)
49
(125)
278
6
Other assets:
Retained
interests in
securitizations .
36
(1)
0
0
0
0
0
0
0
35
(1)
Net derivative
assets
(liabilities)(3)(4)
. . . .
5
(14)
0
0
0
166
69
(167)
(1)
58
63
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 31, 2022
Total Gains (Losses)
(Realized/Unrealized)
Net Unrealized Gains
(Losses) Included in Net
Income Related to
Assets and Liabilities
Still Held as of
December 31, 2022(1)
(Dollars in millions)
Balance,
January 1,
2022
Included
in Net
Income(1)
Included
in OCI
Purchases
Sales
Issuances
Settlements
Transfers
Into
Level 3
Transfers
Out of
Level 3
Balance,
December 31,
2022
Securities available
for sale:(2)
RMBS . . . . . . .
$ 258
$
18
$ (32) $
0
$
0
$
0
$
(60) $ 123
$ (71) $
236
$
10
CMBS . . . . . . .
9
(1)
(3)
0
0
0
(15)
190
(38)
142
(1)
Total securities
available for sale . .
267
17
(35)
0
0
0
(75)
313
(109)
378
9
Other assets:
Retained
interests in
securitizations .
41
(5)
0
0
0
0
0
0
0
36
(5)
Net derivative
assets
(liabilities)(3)(4)
. . . .
19
(65)
0
0
0
36
3
(28)
40
5
(33)
_________
(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)
Net unrealized losses included in other comprehensive income related to Level 3 securities available for sale still held were $10 million, $5 million and
$57 million as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively.
(3)
Includes derivative assets and liabilities of $683 million and $614 million, respectively, as of December 31, 2024 and $886 million and $828 million,
respectively, as of December 31, 2023, and $79 million and $74 million, respectively, as of December 31, 2022.
(4)
Transfers into Level 3 primarily consist of term Secured Overnight Financing Rate (“SOFR”)-indexed interest rate derivatives.
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
or 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,
and would lead to a decrease in the fair value measurement.
212
Capital One Financial Corporation (COF)
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.
Table 17.3: Quantitative Information about Level 3 Fair Value Measurements
Securities available for sale:
RMBS . . . . . . . . . . . . . . . . . .
$
116
Discounted cash flows
(vendor pricing)
Yield
Voluntary prepayment rate
Default rate
Loss severity
6-10%
0-12%
0-6%
25-80%
6%
7%
1%
61%
CMBS . . . . . . . . . . . . . . . . . .
2
Discounted cash flows
(vendor pricing)
Yield
5-7%
7%
Other assets:
Retained interests in
securitizations(2) . . . . . . . . . .
34
Discounted cash flows
Life of receivables (months)
Voluntary prepayment rate
Discount rate
Default rate
Loss severity
31-81
7-9%
5-15%
1%
44-155%
N/A
Net derivative assets
(liabilities) . . . . . . . . . . . . . . . .
69
Discounted cash flows
Swap rates
4%
4%
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in millions)
Fair Value at
December 31,
2024
Significant
Valuation
Techniques
Significant
Unobservable
Inputs
Range
Weighted
Average(1)
Securities available for sale:
RMBS . . . . . . . . . . . . . . . . . .
$
146
Discounted cash flows
(vendor pricing)
Yield
Voluntary prepayment rate
Default rate
Loss severity
2-19%
0-12%
0-10%
30-80%
7%
7%
1%
61%
CMBS . . . . . . . . . . . . . . . . . .
132
Discounted cash flows
(vendor pricing)
Yield
5-7%
5%
Other assets:
Retained interests in
securitizations(2) . . . . . . . . . .
35
Discounted cash flows
Life of receivables (months)
Voluntary prepayment rate
Discount rate
Default rate
Loss severity
33-69
9%
5-14%
2%
53-163%
N/A
Net derivative assets
(liabilities) . . . . . . . . . . . . . . . .
58
Discounted cash flows
Swap rates
3-5%
4%
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in millions)
Fair Value at
December 31,
2023
Significant
Valuation
Techniques
Significant
Unobservable
Inputs
Range
Weighted
Average(1)
__________
(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.
213
Capital One Financial Corporation (COF)
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
Loans held for investment that are recorded at fair value on our consolidated balance sheets on a nonrecurring basis largely
consist of impaired loans for which impairment is measured based upon the fair value of the underlying collateral. 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.
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. The 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, 2024 and 2023, and for which a nonrecurring fair value measurement was recorded during the year then ended.
Table 17.4: Nonrecurring Fair Value Measurements
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0
$
827
$
827
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
0
4
Other assets(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
133
133
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4
$
960
$
964
December 31, 2024
Estimated
Fair Value Hierarchy
Total
(Dollars in millions)
Level 2
Level 3
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0
$
545
$
545
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
0
37
Other assets(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
214
214
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
37
$
759
$
796
December 31, 2023
Estimated
Fair Value Hierarchy
Total
(Dollars in millions)
Level 2
Level 3
__________
214
Capital One Financial Corporation (COF)
(1)
As of December 31, 2024, other assets included investments accounted for under measurement alternative of $71 million and repossessed assets of $62
million. As of December 31, 2023, other assets included investments accounted for under measurement alternative of $46 million, repossessed assets of
$45 million and long-lived assets held for sale and right-of-use assets totaling $123 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 61%, with a weighted average of 18%, and from 0% to 100%, with a weighted average of 18%, as of
December 31, 2024 and 2023, 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.
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, 2024 and 2023.
Table 17.5: Nonrecurring Fair Value Measurements Included in Earnings
Total Gains (Losses)
Year Ended December 31,
(Dollars in millions)
2024
2023
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(246) $
(244)
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)
(1)
Other assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(83)
(58)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
(339) $
(303)
__________
(1)
Other assets primarily include fair value adjustments related to repossessed assets, long-lived assets held for sale and right-of use assets, 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, 2024 and 2023.
Table 17.6: Fair Value of Financial Instruments
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 43,230
$ 43,230
$ 3,028
$ 40,202
$
0
Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
441
441
441
0
0
Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311,517
316,467
0
0
316,467
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
115
0
115
0
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,532
2,532
0
2,532
0
Other investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,329
1,329
0
1,329
0
Financial liabilities:
Deposits with defined maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78,944
79,091
0
79,091
0
Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,264
14,335
0
14,335
0
Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,696
31,636
0
31,636
0
Federal funds purchased and securities loaned or sold under agreements to
repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
562
562
0
562
0
Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
666
666
0
666
0
December 31, 2024
Carrying
Value
Estimated
Fair
Value
Estimated Fair Value Hierarchy
(Dollars in millions)
Level 1
Level 2
Level 3
Financial assets:
215
Capital One Financial Corporation (COF)
December 31, 2023
Carrying
Value
Estimated
Fair
Value
Estimated Fair Value Hierarchy
(Dollars in millions)
Level 1
Level 2
Level 3
Financial assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 43,297
$ 43,297
$ 4,903
$ 38,394
$
0
Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
458
458
458
0
0
Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
305,176
308,044
0
0
308,044
Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
507
515
0
515
0
Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,478
2,478
0
2,478
0
Other investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,329
1,329
0
1,329
0
Financial liabilities:
Deposits with defined maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,014
82,990
0
82,990
0
Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,043
18,067
0
18,067
0
Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,248
31,524
0
31,524
0
Federal funds purchased and securities loaned or sold under agreements to
repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
538
538
0
538
0
Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
649
649
0
649
0
__________
(1)
Other investments include FHLB and Federal Reserve stock. These investments are included in other assets on our consolidated balance sheets.
216
Capital One Financial Corporation (COF)
NOTE 18—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 business segment are included in the Other category, such as the management of our corporate
investment portfolio and asset/liability positions performed by our centralized Corporate Treasury group and any residual tax
expense or benefit beyond what is assessed to our business segments in order to arrive at the consolidated effective tax rate.
•
Credit Card: Consists of our domestic consumer and small business card lending, and international card businesses in
the U.K. and Canada.
•
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.
•
Other category: Includes the residual impact of the allocation of our centralized Corporate Treasury group activities,
such as management of our corporate investment portfolio, asset/liability management and oversight of our funds
transfer pricing process, to our business segments. Accordingly, net gains and losses on our investment securities
portfolio and certain trading activities are included in the Other category. The Other category also includes unallocated
corporate expenses that do not directly support the operations of the business segments or for which the business
segments are not considered financially accountable in evaluating their performance, such as certain restructuring
charges and integration expenses related to the Transaction.
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. The Chief Operating Decision Maker (“CODM”) for each of our segments is the Chief Executive Officer.
The CODM uses the segments’ income (loss) from continuing operations after tax to assess segment performance and decide
how to allocate 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 revenues and
expenses directly or indirectly attributable to each business segment. Our funds transfer pricing process managed by our
centralized Corporate Treasury group 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 business segment. The allocation is
unique to each business segment and acquired business and is based on the composition of assets and liabilities. The funds
transfer pricing process considers the interest rate and liquidity risk characteristics of assets and liabilities and off-balance sheet
products. Periodically the methodology and assumptions utilized in the funds transfer pricing process are adjusted to reflect
economic conditions and other factors, which may impact the allocation of net interest income to the business segments. 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 market 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 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
217
Capital One Financial Corporation (COF)
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.
•
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.
Marketing expenses are included within non-interest expense and can be directly incurred by a business segment or
indirectly incurred and allocated. Total marketing expense was $4.6 billion for the year ended December 31, 2024 and
$4.0 billion for both the years ended December 31, 2023 and 2022. Credit Card marketing expense was $3.9 billion for
the year ended December 31, 2024 and $3.4 billion for both the years ended December 31, 2023 and 2022.
•
Goodwill and other intangible assets: Goodwill and other intangible assets are assigned to one or more segments at
acquisition. 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 in accordance with the loans each business
segment manages.
•
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. The following table presents our business
segment results for the years ended December 31, 2024, 2023 and 2022, selected balance sheet data as of December 31, 2024
and 2023, and a reconciliation of our total business segment results to our reported consolidated income from continuing
operations, loans held for investment and deposits.
218
Capital One Financial Corporation (COF)
Table 18.1: Segment Results and Reconciliation
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,088
$
8,023
$
2,391
$
(1,294) $
31,208
Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,076
695
1,210
(77)
7,904
Total net revenue (loss)(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,164
8,718
3,601
(1,371)
39,112
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,272
1,435
8
1
11,716
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,576
5,372
2,011
527
21,486
Income (loss) from continuing operations before income taxes . .
4,316
1,911
1,582
(1,899)
5,910
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,024
451
373
(685)
1,163
Income (loss) from continuing operations, net of tax . . . . . . . . . .
$
3,292
$
1,460
$
1,209
$
(1,214) $
4,747
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
162,508
$
78,092
$
87,175
$
0
$
327,775
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
318,329
31,691
12,687
362,707
Year Ended December 31, 2024
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,729
$
8,713
$
2,518
$
(1,719) $
29,241
Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,940
589
1,002
15
7,546
Total net revenue (loss)(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,669
9,302
3,520
(1,704)
36,787
Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,651
1,169
605
1
10,426
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,490
5,178
2,011
637
20,316
Income (loss) from continuing operations before income taxes . .
4,528
2,955
904
(2,342)
6,045
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,071
697
213
(823)
1,158
Income (loss) from continuing operations, net of tax . . . . . . . . . .
$
3,457
$
2,258
$
691
$
(1,519) $
4,887
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
154,547
$
75,437
$
90,488
$
0
$
320,472
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
296,171
32,712
19,530
348,413
Year Ended December 31, 2023
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
Year Ended December 31, 2022
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
16,584
$
8,965
$
2,461
$
(896) $
27,114
Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,771
469
1,129
(233)
7,136
Total net revenue (loss)(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,355
9,434
3,590
(1,129)
34,250
Provision (benefit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . .
4,265
1,173
415
(6)
5,847
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,627
5,312
2,070
154
19,163
Income (loss) from continuing operations before income taxes . .
6,463
2,949
1,105
(1,277)
9,240
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,536
699
262
(617)
1,880
Income (loss) from continuing operations, net of tax . . . . . . . . . .
$
4,927
$
2,250
$
843
$
(660) $
7,360
Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
137,730
$
79,925
$
94,676
$
0
$
312,331
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
270,592
40,808
21,592
332,992
_________
(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% and state taxes where applicable, with offsetting
reductions to the Other category.
(2)
Total net revenue was reduced by $2.6 billion, $1.9 billion and $946 million for the years ended December 31, 2024, 2023 and 2022, respectively, for
credit card finance charges and fees charged off as uncollectible.
219
Capital One Financial Corporation (COF)
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 automated teller machine (“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 from
services provided to auto industry participants. 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, 2024, 2023 and 2022.
Table 18.2: Revenue from Contracts with Customers and Reconciliation to Segment Results
Contract revenue:
Interchange fees, net(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,340
$
434
$
106
$
2
$
4,882
Service charges and other customer-related fees . . . . . . . . . . .
0
88
372
0
460
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
413
142
18
0
573
Total contract revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,753
664
496
2
5,915
Revenue (reduction) from other sources . . . . . . . . . . . . . . . . . . . .
1,323
31
714
(79)
1,989
Total non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,076
$
695
$
1,210
$
(77) $
7,904
Year Ended December 31, 2024
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
220
Capital One Financial Corporation (COF)
Contract revenue:
Interchange fees, net(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,333
$
367
$
91
$
2
$
4,793
Service charges and other customer-related fees . . . . . . . . . . .
0
86
222
(2)
306
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
413
102
31
0
546
Total contract revenue (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,746
555
344
0
5,645
Revenue from other sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,194
34
658
15
1,901
Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,940
$
589
$
1,002
$
15
$
7,546
Year Ended December 31, 2023
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
Year Ended December 31, 2022
(Dollars in millions)
Credit Card
Consumer
Banking
Commercial
Banking(1)
Other(1)
Consolidated
Total
Contract revenue:
Interchange fees, net(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,178
$
320
$
109
$
(1) $
4,606
Service charges and other customer-related fees . . . . . . . . . . .
0
91
236
0
327
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
395
74
16
(1)
484
Total contract revenue (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,573
485
361
(2)
5,417
Revenue (reduction) from other sources . . . . . . . . . . . . . . . . . . . .
1,198
(16)
768
(231)
1,719
Total non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,771
$
469
$
1,129
$
(233) $
7,136
__________
(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% and state taxes where applicable, with offsetting
reductions to the Other category.
(2)
Interchange fees are presented net of customer reward expenses of $9.0 billion, $8.2 billion and $7.6 billion for the years ended December 31, 2024, 2023
and 2022, respectively.
221
Capital One Financial Corporation (COF)
NOTE 19—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 and certain other unconditionally cancellable lines of credit, 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, 2024 and 2023. The carrying value represents our reserve and deferred revenue on legally binding commitments.
Table 19.1: Unfunded Lending Commitments
Contractual Amount
Carrying Value
(Dollars in millions)
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
411,603
$
392,867
N/A
N/A
Other loan commitments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,145
46,951
$
73
$
99
Standby letters of credit and commercial letters of credit(2)
. . . . . . . . . . . . .
1,306
1,465
30
23
Total unfunded lending commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
458,054
$
441,283
$
103
$
122
__________
(1)
Includes $6.0 billion and $4.7 billion of advised lines of credit as of December 31, 2024 and 2023, respectively.
(2)
These financial guarantees have expiration dates that range from 2025 to 2027 as of December 31, 2024.
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 these originated loans. Beginning January 1,
2020, we elected the fair value option on new loss sharing agreements entered into. 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 having to make a payment and record our estimate of expected credit losses each period through the provision for credit
losses in our consolidated statements of income. The liability recognized on our consolidated balance sheets for these loss
sharing agreements was $143 million and $137 million as of December 31, 2024 and 2023, respectively. See “Note 5—
Allowance for Credit Losses and Reserve for Unfunded Lending Commitments” for information related to our credit card
partnership loss sharing arrangements.
222
Capital One Financial Corporation (COF)
Litigation
In accordance with the current accounting standards for loss contingencies, we establish reserves for legal and regulatory
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, 2024 are
approximately $600 million. Our reserve and reasonably possible loss estimates involve considerable judgment and reflect that
there is 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 legal and regulatory matters
based on current information, it is possible that actual future losses will exceed both the current accrual level and reasonably
possible losses disclosed here. Given the inherent uncertainties involved in these matters and the very large or indeterminate
damages sought in some of these, there is significant uncertainty as to the ultimate liability we may incur from these legal and
regulatory 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 Litigation
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. The Visa and MasterCard payment networks and issuing banks entered into 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.
The monetary relief class action settled for $5.5 billion and was approved by the District Court in December 2019. The Second
Circuit affirmed the settlement in March 2023, and it is final. Some of the merchants that opted out of the monetary relief class
have brought cases, and some of those cases have settled and some remain pending. Visa created a litigation escrow account
following its initial public offering of stock in 2008 that funds the portion of these settlements attributable to Visa-allocated
transactions. Any settlement amounts based on MasterCard-allocated transactions that have not already been paid are reflected
in our reserves. Visa and MasterCard reached a settlement with the injunctive relief class and filed a motion for preliminary
approval, which was denied by the District Court in June 2024. The parties will continue to litigate unless a settlement is
reached and approved.
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 “2019 Cybersecurity Incident”). As a result of the 2019 Cybersecurity Incident,
we have been 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 are currently named as a defendant in 4 putative consumer class action cases in Canadian courts
alleging harm from the 2019 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. In the second quarter of 2022, a trial court in British Columbia preliminarily certified a class of all impacted Canadian
consumers except those in Quebec. The preliminary certification decision in British Columbia was appealed, with both parties
contesting portions of the ruling. On July 4, 2024, the British Columbia Court of Appeals denied both parties’ appeals. In the
third quarter of 2023, a trial court in Quebec preliminarily authorized a class of all impacted consumers in Quebec. This
223
Capital One Financial Corporation (COF)
decision also has been appealed. The final two putative class actions, both of which are pending in Alberta, are continuing in
parallel, but currently remain at a preliminary stage.
Governmental inquiries. In August 2020, we entered into consent orders with the Board of Governors of the Federal Reserve
System (“Federal Reserve”) and the OCC resulting from regulatory reviews of the 2019 Cybersecurity Incident and relating to
ongoing enhancements of our cybersecurity and operational risk management processes. 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. The OCC
lifted its consent order on August 31, 2022 and the Federal Reserve lifted its consent order on July 5, 2023. On August 12,
2019, Canada’s Office of Privacy Commissioner (“OPC”) also initiated an investigation into the 2019 Cybersecurity Incident.
That investigation concluded in April 2024 with no further action required.
U.K. PPI Litigation
In the U.K., we previously sold payment protection insurance (“PPI”). For several years leading up to the claims submission
deadline of August 29, 2019 (as set by the U.K. Financial Conduct Authority (“FCA”)), we received customer complaints and
regulatory claims relating to PPI. COEP has materially resolved the PPI complaints and regulatory claims received prior to the
deadline. Some of the claimants in the U.K. PPI regulatory claims process have subsequently initiated legal proceedings,
seeking additional redress. We are responding to these proceedings as we receive them.
Savings Account Litigation and Related CFPB Litigation
On July 10, 2023, we were sued in a putative class action in the Eastern District of Virginia by savings account holders alleging
breach of contract and a variety of other causes of action relating to our introduction of a new savings account product with a
higher interest rate than existing savings account products (“Savings Account Litigation”). Since the original suit, we have also
been sued in six similar putative class actions in federal courts in California, Illinois, Ohio, Virginia, New Jersey and New
York. On March 20, 2024, we filed with the Judicial Panel on Multidistrict Litigation a motion to consolidate and transfer
related actions to the Eastern District of Virginia. In June 2024, the Judicial Panel granted the motion and transferred the related
actions to the Eastern District of Virginia. Plaintiffs filed a consolidated complaint on July 1, 2024, and the court set a trial date
in July 2025. In November 2024, the court denied our motion to dismiss. The parties are engaged in discovery.
In August 2024, we received a Civil Investigative Demand from the Consumer Financial Protection Bureau (“CFPB”) relating
to the savings account products at issue in the litigation. In October 2024, the CFPB issued a Notice and Opportunity to
Respond and Advise (“NORA”) letter indicating that the CFPB was considering an enforcement action against us on similar
grounds as the claims in the Savings Account Litigation. On January 14, 2025, the CFPB filed a lawsuit against Capital One in
the Eastern District of Virginia. Capital One's response to the complaint is due March 17, 2025.
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.
Other Contingencies
Deposit Insurance Assessments
On November 16, 2023, the FDIC finalized a rule to implement a special assessment to recover the loss to the Deposit
Insurance Fund (“DIF”) arising from the protection of uninsured depositors in connection with the systemic risk determination
announced on March 12, 2023, following the closures of Silicon Valley Bank and Signature Bank. In December 2023, the
FDIC provided notification that it would be collecting the special assessment at an annual rate of approximately 13.4 basis
points (“bps”) over eight quarterly collection periods, beginning with the first quarter of 2024 with the first payment due on
June 28, 2024. In June 2024, the FDIC provided notification that the collection period will be extended an additional two
quarters beyond the initial eight quarterly collection periods at a lower annual rate. The special assessment base is equal to an
insured depository institution’s estimated uninsured deposits reported on its Consolidated Reports of Condition and Income as
of December 31, 2022 (“2022 Call Report”), adjusted to exclude the first $5 billion of uninsured deposits. We recognized
$289 million in operating expense in the fourth quarter of 2023 associated with the special assessment based on our 2022 Call
224
Capital One Financial Corporation (COF)
Report, which was revised and refiled during 2023. As a result of updates from the FDIC related to our portion of the FDIC’s
estimate of relevant DIF losses, we have recognized $325 million of operating expenses related to the special assessment.
It is reasonably possible amendments will be needed to our 2022 Call Report due to future legal and regulatory developments,
which could result in additional expenses associated with the special assessment. The ultimate amount of expenses associated
with the special assessment will also be impacted by the finalization of the losses incurred by the FDIC in the resolutions of
Silicon Valley Bank and Signature Bank. The amount of reasonably possible additional special assessment fees beyond our
existing accrual due to these factors is approximately $200 million.
225
Capital One Financial Corporation (COF)
NOTE 20—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 20.1: Parent Company Statements of Income
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,762
$ 1,715
$
595
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,303
2,160
969
Provision (benefit) for Credit Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
(1)
(1)
Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,500
3,300
4,352
Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
91
(15)
Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
70
35
Income before income taxes and equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . .
963
2,877
3,929
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(81)
(73)
(181)
Equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,706
1,937
3,250
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,750
4,887
7,360
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,018)
1,648
(10,290)
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,732
$ 6,535
$ (2,930)
Table 20.2: Parent Company Balance Sheets
(Dollars in millions)
December 31,
2024
December 31,
2023
Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,630
$
25,647
Investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,991
54,324
Loans to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,935
6,338
Securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
346
380
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,537
2,526
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
91,439
$
89,215
Liabilities:
Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
30,247
$
30,817
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
408
309
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,655
31,126
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,784
58,089
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
91,439
$
89,215
226
Capital One Financial Corporation (COF)
Table 20.3: Parent Company Statements of Cash Flows
Year Ended December 31,
(Dollars in millions)
2024
2023
2022
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,750
$ 4,887
$ 7,360
Adjustments to reconcile net income to net cash from operating activities:
Equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,706) (1,936) (3,250)
Other operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
496
623
(2,429)
Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,540
3,574
1,681
Investing activities:
Proceeds from paydowns and maturities of securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . .
33
103
96
Purchases of securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0
(69)
(10)
Changes in loans to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,597)
371
1,139
Net cash from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,564)
405
1,225
Financing activities:
Borrowings:
Issuance of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,985
8,219
9,271
Maturities and paydowns of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,411) (6,989) (1,250)
Common stock:
Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
299
276
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(932)
(931)
(950)
Preferred stock:
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(228)
(228)
(228)
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(734)
(718) (4,948)
Proceeds from share-based payment activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
10
19
Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,993)
(338)
2,190
Changes in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,017)
3,641
5,096
Cash and cash equivalents, beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,647
22,006
16,910
Cash and cash equivalents, end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 22,630
$ 25,647
$ 22,006
227
Capital One Financial Corporation (COF)
NOTE 21—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.
228
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 SEC rules and forms and that such information is accumulated and communicated to management,
including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), 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 CEO
and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024, the end of the period covered by this Report.
Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of
December 31, 2024, at a reasonable level of assurance, in recording, processing, summarizing and reporting information
required to be disclosed within the time periods specified by the SEC rules and forms.
(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 in the fourth quarter of 2024
that 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 “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 “Item 8. Financial Statements and Supplementary Data” and
incorporated herein by reference.
Item 9B. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
229
Capital One Financial Corporation (COF)
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in our Proxy Statement for the 2025 Annual Stockholder Meeting (“Proxy
Statement”) under the headings “Election of Directors,” “Executive Officers,” “Process for Stockholder Recommendations of
Director Candidates; Directors Nominations from Stockholders,” and “Board Committees,” and is incorporated herein by
reference. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within
120 days of the end of our 2024 fiscal year. In addition, please see “Part I—Item 1. Business—Overview.”
Insider Trading Policy
We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our company’s
securities by directors, officers, employees and other covered persons that we believe are reasonably designed to promote
compliance with insider trading laws, rules, and regulations, as well as New York Stock Exchange (“NYSE”) listing standards.
A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
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,” “NEO 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 the Selection of
Our Independent Registered Public Accounting Firm,” and is incorporated herein by reference.
230
Capital One Financial Corporation (COF)
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statement Schedules
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, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
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.
231
Capital One Financial Corporation (COF)
ANNUAL REPORT ON FORM 10-K
DATED DECEMBER 31, 2024
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 “2011 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on
February 28, 2012; (iv) the “2012 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2012, filed on February 28, 2013; (v) the “2013 Form 10-K” are to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2013, filed on February 27, 2014; (vi) the “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; (vii) the “2016 Form 10-K” are to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017; (ix) t the “2021
Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 25,
2022; (x) the “2022 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,
filed on February 24, 2023, and (xi) the “2023 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023, filed on February 23, 2024.
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of February 19, 2024, by and among Discover Financial Services, Capital One
Financial Corporation and Vega Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-
K, filed on February 22, 2024).
3.1
Restated Certificate of Incorporation of Capital One Financial Corporation (as restated July 26, 2023) (incorporated by
reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed on July 27, 2023).
3.2
Amended and Restated Bylaws of Capital One Financial Corporation, dated September 23, 2021 (incorporated by reference
to Exhibit 3.1 of the Current Report on Form 8-K, filed on September 29, 2021).
3.3.1
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).
3.3.2
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).
3.3.3
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).
3.3.4
Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L, dated May 3, 2021
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on May 4, 2021).
3.3.5
Certificate of Designations of Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series M, dated June 9, 2021
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on June 10, 2021).
3.3.6
Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N, dated July 28, 2021
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on July 29, 2021).
4.1.1
Specimen certificate representing the common stock of Capital One Financial Corporation (incorporated by reference to
Exhibit 4.1 of the 2003 Form 10-K).
4.1.2
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).
4.1.3
Deposit Agreement, dated September 11, 2019, by and among Capital One Financial Corporation, Computershare Trust
Company, N.A., Computershare Inc. and the holders from time to time (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K, filed on September 11, 2019).
4.1.4
Deposit Agreement, dated January 31, 2020, by and among Capital One Financial Corporation, Computershare Trust
Company, N.A., Computershare Inc. and the holders from time to time (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K, filed on January 31, 2020).
4.1.5
Deposit Agreement, dated September 17, 2020, by and among Capital One Financial Corporation, Computershare Trust
Company, N.A., Computershare Inc. and the holders from time to time (incorporated by reference to Exhibit 4.1 of the
Current Report on Form 8-K, filed on September 17, 2020).
4.1.6
Deposit Agreement, dated May 4, 2021, by and among Capital One Financial Corporation, Computershare Trust Company,
N.A., Computershare Inc. and the holders from time to time (incorporated by reference to Exhibit 4.1 of the Current Report
on Form 8-K, filed on May 4, 2021).
4.1.7
Deposit Agreement, dated July 29, 2021, by and among Capital One Financial Corporation, Computershare Trust Company,
N.A., Computershare Inc. and the holders from time to time (incorporated by reference to Exhibit 4.1 of the Current Report
on Form 8-K, filed on July 29, 2021).
4.2
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.
232
Capital One Financial Corporation (COF)
4.3*
Description of Securities Registered Under Section 12 of the Exchange Act.
10.1+
Seventh 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 9, 2023).
10.2.1+
Nonstatutory Stock Option Award Agreement, dated February 4, 2016, by and between Capital One Financial Corporation
and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit
10.2.17 of the 2015 Form 10-K).
10.2.2+
Form of Nonstatutory Stock Option Award Agreement granted to our executive officers under the Amended and Restated
2004 Stock Incentive Plan on February 4, 2016 (incorporated by reference to Exhibit 10.2.17 of the 2015 Form 10-K).
10.2.3+
Nonstatutory Stock Option Award Agreement, dated February 2, 2017, by and between Capital One Financial Corporation
and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit
10.2.19 of the 2016 Form 10-K).
10.2.4+
Form of Nonstatutory Stock Option Award Agreement granted to our executive officers 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).
10.2.5+
Amended and Restated Performance Unit Award Agreement, dated November 2, 2023, granted to our Chief Executive
Officer under the Amended and Restated 2004 Stock Incentive Plan on February 3, 2022 (incorporated by reference to
Exhibit 10.2.11 of the 2023 Form 10-K).
10.2.6+
Amended and Restated Form of Performance Unit Award Agreements, dated November 2, 2023, granted to our executive
officers under the Amended and Restated 2004 Stock Incentive Plan on February 3, 2022 (incorporated by reference to
Exhibit 10.2.12 of the 2023 Form 10-K).
10.2.7+
Form of Restricted Stock Unit Award Agreement, dated February 3, 2022, by and between Capital One Financial
Corporation and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by
reference to Exhibit 10.2.14 of the 2021 Form 10-K).
10.2.8+
Form of Restricted Stock Unit Award Agreements granted to our executive officers under the Amended and Restated 2004
Stock Incentive Plan on February 3, 2022 (incorporated by reference to Exhibit 10.2.14 of the 2021 Form 10-K).
10.2.9+
Amended and Restated Total Shareholder Return Performance Unit Award Agreement, dated November 2, 2023, granted to
our Chief Executive Officer under the Amended and Restated 2004 Stock Incentive Plan on February 3, 2022 (incorporated
by reference to Exhibit 10.2.15 of the 2023 Form 10-K).
10.2.10+
Form of Restricted Stock Unit Award Agreement, dated January 26, 2023, by and between Capital One Financial
Corporation and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by
reference to Exhibit 10.2.21 of the 2022 Form 10-K).
10.2.11+
Amended and Restated Performance Unit Award Agreement, dated November 2, 2023, granted to our Chief Executive
Officer under the Amended and Restated 2004 Stock Incentive Plan on January 26, 2023 (incorporated by reference to
Exhibit 10.2.17 of the 2023 Form 10-K).
10.2.12+
Amended and Restated Total Shareholder Return Performance Unit Award Agreement, dated November 2, 2023, granted to
our Chief Executive Officer under the Amended and Restated 2004 Stock Incentive Plan on January 26, 2023 (incorporated
by reference to Exhibit 10.2.18 of the 2023 Form 10-K).
10.2.13+
Form of Restricted Stock Unit Award Agreements granted to our executive officers under the Amended and Restated 2004
Stock Incentive Plan on January 26, 2023 (incorporated by reference to Exhibit 10.2.24 of the 2022 Form 10-K).
10.2.14+
Amended and Restated Form of Performance Unit Award Agreements, dated November 2, 2023, granted to our executive
officers under the Amended and Restated 2004 Stock Incentive Plan on January 26, 2023 (incorporated by reference to
Exhibit 10.2.20 of the 2023 Form 10-K).
10.2.15+
Total Shareholder Return Performance Unit Award Agreement granted to our Chief Executive Officer under the Amended
and Restated 2004 Stock Incentive Plan on February 1, 2024 (incorporated by reference to Exhibit 10.2.24 of the 2023 Form
10-K).
10.2.16+
Performance Unit Award Agreement granted to our Chief Executive Officer under the Amended and Restated 2004 Stock
Incentive Plan on February 1, 2024 (incorporated by reference to Exhibit 10.2.25 of the 2023 Form 10-K).
10.2.17+
Form of Restricted Stock Unit Award Agreement, dated February 1, 2024, by and between Capital One Financial
Corporation and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan (incorporated by reference
to Exhibit 10.2.26 of the 2023 Form 10-K).
10.2.18+
Form of Restricted Stock Unit Award Agreements granted to our executive officers under the Amended and Restated 2004
Stock Incentive Plan on February 1, 2024 (incorporated by reference to Exhibit 10.2.27 of the 2023 Form 10-K).
10.2.19+
Form of Performance Unit Award Agreements granted to our executive officers under the Amended and Restated 2004 Stock
Incentive Plan on February 1, 2024 (incorporated by reference to Exhibit 10.2.28 of the 2023 Form 10-K).
10.2.20*+
Total Shareholder Return Performance Unit Award Agreement granted to our Chief Executive Officer under the Amended
and Restated 2004 Stock Incentive Plan on February 4, 2025.
10.2.21*+
Performance Unit Award Agreement granted to our Chief Executive Officer under the Amended and Restated 2004 Stock
Incentive Plan on February 4, 2025.
10.2.22*+
Form of Restricted Stock Unit Award Agreement, dated February 4, 2025, by and between Capital One Financial
Corporation and Richard D. Fairbank under the Amended and Restated 2004 Stock Incentive Plan.
233
Capital One Financial Corporation (COF)
10.2.23*+
Form of Restricted Stock Unit Award Agreements granted to our executive officers under the Amended and Restated 2004
Stock Incentive Plan on February 4, 2025.
10.2.24*+
Form of Performance Unit Award Agreements granted to our executive officers under the Amended and Restated 2004 Stock
Incentive Plan on February 4, 2025.
10.3.1+
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).
10.3.2+
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).
10.3.3+
Form of Restricted Stock Unit Award Agreement granted to our directors under the Amended and Restated 2004 Stock
Incentive Plan (incorporated by reference to Exhibit 10.3.4 of the 2011 Form 10-K).
10.3.4+
Form of Restricted Stock Unit Award Agreement granted to our directors under the 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).
10.3.5+
Form of Restricted Stock Unit Award Agreement granted to our directors under the 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).
10.3.6+
Form of Restricted Stock Unit Award Agreement granted to our directors under the 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,
2022).
10.3.7+
Form of Restricted Stock Unit Award Agreement granted to our U.S. directors under the 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,
2024).
10.3.8+
Form of Restricted Stock Unit Award Agreement granted to our Non-US directors under the 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, 2024).
10.4.1+
Amended and Restated Capital One Financial Corporation Executive Severance Plan (incorporated by reference to Exhibit
10.4.2 of the 2022 Form 10-K).
10.4.2+
Amendment Number One to the Amended and Restated Capital One Financial Corporation Executive Severance Plan
(incorporated by reference to Exhibit 10.4.3 of the 2022 Form 10-K).
10.4.3*+
Amendment Number Three to the Amended and Restated Capital One Financial Corporation Executive Severance Plan
10.5+
Amended and Restated Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan
(incorporated by reference to Exhibit 10.5 of the 2023 Form 10-K).
10.6.1+
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).
10.6.2+
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).
10.7.1+
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).
10.7.2+
Change of Control Employment Agreement, dated December 10, 2013, between Capital One Financial Corporation and
Richard D. Fairbank (incorporated by reference to Exhibit 10.7.3 of the 2013 Form 10-K).
10.8.1+
Form of Non-Competition Agreement between Capital One Financial Corporation and Andrew M. Young, Robert Alexander,
and Sanjiv Yajnik (incorporated by reference to Exhibit 10.9 of the 2012 Form 10-K).
10.9+
Form of Retention Bonus Letter Agreement, by and between Capital One Financial Corporation and certain executive
officers (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q for the period ended March 31,
2024).
19*
Securities Law Policy.
21*
Subsidiaries of the Company.
23*
Consent of Ernst & Young LLP.
24*
Power of Attorney (included on signature page to this Form 10-K).
31.1*
Certification of Richard D. Fairbank.
31.2*
Certification of Andrew M. Young.
32.1**
Certification of Richard D. Fairbank.
32.2**
Certification of Andrew M. Young.
97
Capital One Financial Corporation Compensation Recoupment Policy (incorporated by reference to Exhibit 97 of the 2023
Form 10-K).
101.INS
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.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
234
Capital One Financial Corporation (COF)
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page of Capital One Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024,
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, as amended, 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, as amended, or the Securities Exchange Act of 1934.
235
Capital One Financial Corporation (COF)
SIGNATURES
Pursuant to the requirements of Section 13 of 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.
CAPITAL ONE FINANCIAL CORPORATION
Date: February 20, 2025
By:
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chair and Chief Executive Officer
236
Capital One Financial Corporation (COF)
POWER OF ATTORNEY
We, the undersigned, hereby severally constitute Andrew M. Young, Timothy P. Golden and Matthew W. Cooper, and each of
them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to the annual report on Form 10-K filed with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all
amendments to said annual report on Form 10-K.
237
Capital One Financial Corporation (COF)
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 dates indicated.
Signature
Title
Date
/s/ RICHARD D. FAIRBANK
Chair and Chief Executive Officer
February 20, 2025
Richard D. Fairbank
(Principal Executive Officer)
/s/ ANDREW M. YOUNG
Chief Financial Officer
February 20, 2025
Andrew M. Young
(Principal Financial Officer)
/s/ TIMOTHY P. GOLDEN
Controller
February 20, 2025
Timothy P. Golden
(Principal Accounting Officer)
/s/ IME ARCHIBONG
Director
February 20, 2025
Ime Archibong
/s/ CHRISTINE DETRICK
Director
February 20, 2025
Christine Detrick
/s/ ANN FRITZ HACKETT
Director
February 20, 2025
Ann Fritz Hackett
/s/ SUNI P. HARFORD
Director
February 20, 2025
Suni P. Harford
/s/ PETER THOMAS KILLALEA
Director
February 20, 2025
Peter Thomas Killalea
/s/ C.P.A.J. (ELI) LEENAARS
Director
February 20, 2025
C.P.A.J. (Eli) Leenaars
/s/ FRANÇOIS LOCOH-DONOU
Director
February 20, 2025
François Locoh-Donou
/s/ PETER E. RASKIND
Director
February 20, 2025
Peter E. Raskind
/s/ EILEEN SERRA
Director
February 20, 2025
Eileen Serra
/s/ MAYO A. SHATTUCK III
Director
February 20, 2025
Mayo A. Shattuck III
/s/ CRAIG WILLIAMS
Director
February 20, 2025
Craig Williams
238
Capital One Financial Corporation (COF)
Capital One Financial Corporation (www.capitalone.com) is a financial
holding company which, along with its subsidiaries, had $362.7 billion in
deposits and $490.1 billion in total assets as of December 31, 2024.
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 and Cafés located primarily in New York, Louisiana, Texas,
Maryland, Virginia 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: : risks relating to the
pending acquisition of Discover Financial Services by Capital One (the
“Transaction”), including the risk that the cost savings and any revenue
synergies and other anticipated benefits from the Transaction may not be
fully realized or may take longer than anticipated to be realized; disruption to
Capital One’s business and to Discover’s business as a result of the
announcement and pendency of the Transaction; the risk that the integration
of Discover’s business and operations into Capital One’s, including into
Capital One’s compliance management program, will be materially delayed or
will be more costly or difficult than expected, or that Capital One is otherwise
unable to successfully integrate Discover’s business into Capital One’s,
including as a result of unexpected factors or events; the possibility that the
requisite regulatory approvals are not received or other conditions to the
closing are not satisfied on a timely basis or at all, or are obtained subject to
conditions that are not anticipated (and the risk that requisite regulatory
approvals may result in the imposition of conditions that could adversely
affect Capital One or the expected benefits of the Transaction following the
closing of the Transaction); reputational risk and the reaction of customers,
suppliers, employees or other business partners of Capital One or of Discover
to the Transaction; the failure of the closing conditions in the merger
agreement to be satisfied, or any unexpected delay in completing the
Transaction or the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; the dilution
caused by Capital One’s issuance of additional shares of its common stock in
connection with the Transaction; the possibility that the Transaction may be
more expensive to complete than anticipated, including as a result of
unexpected factors or events; risks related to management and oversight of
Capital One’s expanded business and operations following the Transaction
due to the increased size and complexity of its business; the possibility of
increased scrutiny by, and/or additional regulatory requirements of,
governmental authorities as a result of the Transaction or the size, scope and
complexity of Capital One’s business operations following the Transaction;
the outcome of any legal or regulatory proceedings that may be currently
pending or later instituted against Capital One (before or after the
Transaction) or against Discover; the risk that expectations regarding the
timing, completion and accounting and tax treatments of the Transaction are
not met; the risk that any announcements relating to the Transaction could
have adverse effects on the market price of Capital One’s common stock;
certain restrictions during the pendency of the Transaction; the diversion of
management’s attention from ongoing business operations and opportunities;
the risk that revenues following the Transaction may be lower than expected
and/or the risk that certain expenses, such as the provision for credit losses,
of Discover or the surviving entity may be greater than expected; Capital
One’s and Discover’s success in executing their respective business plans and
strategies and managing the risks involved in the foregoing; effects of the
announcement, pendency or completion of the Transaction on Capital One’s
or Discover’s ability to retain customers and retain and hire key personnel and
maintain relationships with Capital One’s and Discover’s suppliers and other
business partners, and on Capital One’s and Discover’s operating results and
businesses generally; and other factors that may affect Capital One’s future
results or the future results of Discover; changes and instability in the
macroeconomic environment, resulting from factors that include, but are not
limited to monetary and fiscal policy actions, geopolitical conflicts or
instability, such as the war between Ukraine and Russia and the conflict in the
Middle East, labor shortages, government shutdowns, inflation and deflation,
potential recessions, technology-driven disruption of certain industries, lower
demand for credit, changes in deposit practices and payment patterns;
increases in credit losses and delinquencies and the impact of incorrectly
estimated expected losses, which could result in inadequate reserves;
compliance with new and existing domestic and foreign laws, regulations and
regulatory expectations, which may change over time including as a result of
the political and policy goals of elected officials; limitations on Capital One’s
ability to receive dividends from its subsidiaries; Capital One’s ability to
maintain adequate capital or liquidity levels or to comply with revised capital
or liquidity requirements, which could have a negative impact on its financial
results and its ability to return capital to its stockholders; the use, reliability,
and accuracy of the models, artificial intelligence, and data on which Capital One
relies; Capital One’s ability to manage fraudulent activity risks; increased
costs, reductions in revenue, reputational damage, legal exposure and
business disruptions that can result from a cyber-attack or other security
incident on Capital One or third parties (including their supply chains) with
which Capital One conduct business, including an incident that results in the
theft, loss, manipulation or misuse of information, or the disabling of systems
and access to information critical to business operations; developments,
changes or actions relating to any litigation, governmental investigation or
regulatory enforcement action or matter involving Capital One; the amount
and rate of deposit growth and changes in deposit costs; Capital One’s ability
to execute on its strategic initiatives and operational plans; Capital One’s
response to competitive pressures; legislation, regulation and merchants’
efforts to reduce the interchange fees charged by credit and debit card
networks to facilitate card transactions, and by legislation and regulation
impacting such fees; Capital One’s success in integrating acquired businesses
and loan portfolios, and its ability to realize anticipated benefits from
announced transactions and strategic partnerships; Capital One’s ability to
develop, operate, and adapt its operational, technology and organizational
infrastructure suitable for the nature of its business; the success of Capital One’s
marketing efforts in attracting and retaining customers; Capital One’s risk
management strategies; changes in the reputation of, or expectations
regarding, Capital One or the financial services industry with respect to
practices, products, services or financial condition; fluctuations in interest
rates; Capital One’s ability to maintain adequate sources of funding and
liquidity to operate its business; Capital One’s ability to attract, develop, retain
and motivate key senior leaders and skilled employees; climate change
manifesting as physical or transition risks; Capital One’s assumptions or
estimates in its financial statements; the soundness of other financial
institutions and other third parties, actual or perceived; Capital One’s ability
to invest successfully in and introduce digital and other technological
developments across all its businesses; a downgrade in Capital One’s credit
ratings; Capital One’s ability to manage risks from catastrophic events;
compliance with applicable laws and regulations related to privacy, data
protection and data security, in addition to compliance with Capital One’s
own privacy policies and contractual obligations to third parties; Capital One’s
ability to protect its intellectual property rights; and other risk factors
identified from time to time in Capital One’s public disclosures, including in
the reports that it files with the U.S. Securities and Exchange Commission,
including, but not limited to, the Annual Report on Form 10-K for the year
ended December 31, 2024.
About Capital One
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. © 2025.
1680 Capital One Drive
McLean, VA 22102
(703) 720-1000
www.capitalone.com
Created and produced by Capital One and the following:
Elevation; Vedros & Associates; Allied Printing Services, Inc.
Common Stock
Listed on New York Stock Exchange®
Stock Symbol COF
Member of S&P 500®
Corporate Registrar/Transfer Agent
Computershare
P.O. Box 43078, Providence, RI 02940-3078
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
150 Royall St., Suite 101, Canton, MA 02021
Independent Registered Public Accounting Firm
Ernst & Young LLP
Corporate Office
1680 Capital One Drive, McLean, VA 22102
Tel: (703) 720-1000
www.capitalone.com
Annual Meeting
Thursday, May 8, 2025
10:00 a.m. Eastern Time
Capital One Campus
1600 Capital One Drive, McLean, VA 22102
Principal Investor Contacts
Jeffrey Norris
Senior Vice President, Investor Relations
or
Danielle Dietz
Managing Vice President, Investor Relations
Capital One Financial Corporation
1600 Capital One Drive, McLean, VA 22102
Tel: (703) 720-2455
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.
Corporate Information