COF 10-K Annual Report Dec. 31, 2023 | Alphaminr
CAPITAL ONE FINANCIAL CORP

COF 10-K Fiscal year ended Dec. 31, 2023

CAPITAL ONE FINANCIAL CORP
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TABLE OF CONTENTS
Part I Item 1. Business OverviewItem 7A. Quantitative and Qualitative Disclosures About Market RiskNote 1 Summary Of Significant Accounting PoliciesNote 2 Investment SecuritiesNote 3 LoansNote 4 Allowance For Credit Losses and Reserve For Unfunded Lending CommitmentsNote 5 Variable Interest Entities and SecuritizationsNote 6 Goodwill and Other Intangible AssetsNote 7 Premises, Equipment and LeasesNote 8 Deposits and BorrowingsNote 9 Derivative Instruments and Hedging ActivitiesNote 10 Stockholders EquityNote 11 Regulatory and Capital AdequacyNote 12 Earnings Per Common ShareNote 13 Stock-based Compensation PlansNote 14 Employee Benefit PlansNote 15 Income TaxesNote 16 Fair Value MeasurementNote 17 Business Segments and Revenue From Contracts with CustomersNote 18 Commitments, Contingencies, Guarantees and OthersNote 19 Capital One Financial Corporation (parent Company Only)Note 20 Related Party TransactionsNote 21 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

10.2.22+ Restricted Stock Unit Award Agreement, dated January 31, 2022, by and between Capital One Financial Corporation and Neal Blinde under theAmended and Restated 2004 Stock Incentive Plan(incorporated by reference to Exhibit 10.2.27of the 2022 Form 10-K). 10.2.23+ Restricted Stock Unit Award Agreement, dated January 31, 2022, by and between Capital One Financial Corporation and Neal Blinde under theAmended and Restated 2004 Stock Incentive Plan(incorporated by reference to Exhibit 10.2.28 of the 2022 Form 10-K). 10.2.24*+ Total Shareholder Return Performance Unit Award Agreement granted to ourChief Executive Officer under theAmended and Restated 2004 Stock Incentive Plan on February 1, 2024. 10.2.25*+ Performance Unit Award Agreementgranted to our Chief Executive Officer under the Amended and Restated 2004 Stock Incentive Plan on February 1, 2024. 10.2.26*+ Form of Restricted Stock Unit Award Agreement, dated February 1, 2024,by and between Capital One Financial Corporation and Richard D. Fairbank under theAmended andRestated 2004 Stock Incentive Plan. 10.2.27*+ Form of Restricted Stock Unit Award Agreements granted to our executive officers under theAmended and Restated 2004 Stock Incentive Plan on February 1, 2024. 10.2.28*+ Form of Performance Unit Award Agreements granted to our executive officers under theAmended and Restated 2004 Stock Incentive Plan on February 1, 2024. 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 September30, 2004). 10.3.3+ Form of Restricted Stock Unit Award Agreement granted to our directors under the Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4 of the 2011 Form 10-K). 10.3.4+ Form of Restricted Stock Unit Award Agreement granted to our directors under the Fourth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the period ended June 30, 2018). 10.3.5+ Form of Restricted Stock Unit Award Agreement granted to our directors under the Fifth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the period ended June 30, 2019). 10.3.6+ Form of Restricted Stock Unit Award Agreement granted to our directors under the Sixth 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). 10.4.1+ 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). 10.5*+ Amended and Restated Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan. 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+ Notice & Garden Leave Agreement, dated December 13, 2021, between Capital One Financial Corporation and Neal Blinde(incorporated by reference to Exhibit 10.9 of the 2022 Form 10-K). 21* Subsidiaries of the Company. 23* Consent of Ernst & Young LLP. 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.