Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2006.

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

For the transition period from                  to                 

Commission File No. 1-13300

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)

(703) 720-1000


Registrant’s telephone number, including area code:

(Not applicable)


(Former name, former address and former fiscal year, if changed since last report)

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  x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b of the Exchange Act. (Check One):

 

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

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

As of August 1, 2006 there were 306,124,715 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.


Table of Contents

CAPITAL ONE FINANCIAL CORPORATION

FORM 10-Q

INDEX

June 30, 2006

 

         Page
PART 1. FINANCIAL INFORMATION    3

        Item 1

 

Financial Statements (unaudited):

   3
 

Condensed Consolidated Balance Sheets

   3
 

Condensed Consolidated Statements of Income

   4
 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

   5
 

Condensed Consolidated Statements of Cash Flows

   6
 

Notes to Condensed Consolidated Financial Statements

   7

        Item 2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   21

        Item 3

 

Quantitative and Qualitative Disclosure of Market Risk

   58

        Item 4

 

Controls and Procedures

   58
PART 2. OTHER INFORMATION    59

        Item 1

 

Legal Proceedings

   59

        Item 1A

 

Risk Factors

   59

        Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

   70

        Item 5

 

Other Information

   70

        Item 6

 

Exhibits

   71
 

Signatures

   74

 

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Table of Contents

Part 1. Financial Information

Item 1. Financial Statements (unaudited)

CAPITAL ONE FINANCIAL CORPORATION

Condensed Consolidated Balance Sheets (unaudited)

(Dollars in thousands, except share and per share data) (unaudited)

 

    

June 30

2006

   

December 31

2005

 

Assets:

  

Cash and due from banks

   $ 1,388,384     $ 2,022,175  

Federal funds sold and resale agreements

     339,613       1,305,537  

Interest-bearing deposits at other banks

     870,049       743,555  
                

Cash and cash equivalents

     2,598,046       4,071,267  

Securities available for sale

     15,292,446       14,350,249  

Loans

     60,602,803       59,847,681  

Less: Allowance for loan losses

     (1,765,000 )     (1,790,000 )
                

Net loans

     58,837,803       58,057,681  

Accounts receivable from securitizations

     4,818,512       4,904,547  

Premises and equipment, net

     1,467,922       1,191,406  

Interest receivable

     526,267       563,542  

Goodwill

     3,933,621       3,906,399  

Other

     2,055,569       1,656,320  
                

Total assets

   $ 89,530,186     $ 88,701,411  
                

Liabilities:

    

Non-interest bearing deposits

   $ 4,487,837     $ 4,841,171  

Interest-bearing deposits

     42,698,976       43,092,096  
                

Total deposits

     47,186,813       47,933,267  

Senior and subordinated notes

     5,490,690       6,743,979  

Other borrowings

     16,836,398       15,534,161  

Interest payable

     349,091       371,681  

Other

     3,770,131       3,989,409  
                

Total liabilities

     73,633,123       74,572,497  
                

Stockholders’ Equity:

    

Preferred stock, par value $.01 per share; authorized 50,000,000 shares, none issued or outstanding

     —         —    

Common stock, par value $.01 per share; authorized 1,000,000,000 shares, 306,007,266 and 302,786,444 issued as of June 30, 2006 and December 31, 2005, respectively

     3,060       3,028  

Paid-in capital, net

     7,151,376       6,848,544  

Retained earnings

     8,797,836       7,378,015  

Cumulative other comprehensive income

     60,127       6,129  

Less: Treasury stock, at cost; 2,128,480 and 2,025,160 shares as of June 30, 2006 and December 31, 2005, respectively

     (115,336 )     (106,802 )
                

Total stockholders’ equity

     15,897,063       14,128,914  
                

Total liabilities and stockholders’ equity

   $ 89,530,186     $ 88,701,411  
                

See Notes to Condensed Consolidated Financial Statements.

 

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CAPITAL ONE FINANCIAL CORPORATION

Condensed Consolidated Statements of Income

(Dollars in thousands, except per share data) (unaudited)

 

     Three Months Ended
June 30
  

Six Months Ended

June 30

     2006    2005    2006    2005

Interest Income:

           

Loans, including past-due fees

   $ 1,616,937    $ 1,190,098    $ 3,229,559    $ 2,374,134

Securities available for sale

     167,804      91,245      332,904      181,409

Other

     112,416      70,557      213,276      132,625
                           

Total interest income

     1,897,157      1,351,900      3,775,739      2,688,168

Interest Expense:

           

Deposits

     416,232      279,438      819,841      543,463

Senior and subordinated notes

     84,707      104,593      179,061      219,073

Other borrowings

     199,136      95,366      372,878      192,608
                           

Total interest expense

     700,075      479,397      1,371,780      955,144
                           

Net interest income

     1,197,082      872,503      2,403,959      1,733,024

Provision for loan losses

     362,445      291,600      532,715      551,231
                           

Net interest income after provision for loan losses

     834,637      580,903      1,871,244      1,181,793

Non-Interest Income:

           

Servicing and securitizations

     1,025,506      996,043      2,179,110      1,929,980

Service charges and other customer-related fees

     413,398      360,410      849,129      761,596

Interchange

     131,538      132,068      251,029      255,508

Other

     139,471      93,475      288,896      150,891
                           

Total non-interest income

     1,709,913      1,581,996      3,568,164      3,097,975

Non-Interest Expense:

           

Salaries and associate benefits

     536,465      442,101      1,052,609      875,602

Marketing

     356,695      277,034      680,466      588,793

Communications and data processing

     172,734      138,916      341,938      281,735

Supplies and equipment

     113,028      83,661      211,212      170,107

Occupancy

     52,753      40,209      102,130      58,110

Other

     449,222      353,696      866,021      689,102
                           

Total non-interest expense

     1,680,897      1,335,617      3,254,376      2,663,449
                           

Income before income taxes

     863,653      827,282      2,185,032      1,616,319

Income taxes

     311,066      296,164      749,106      578,639
                           

Net income

   $ 552,587    $ 531,118    $ 1,435,926    $ 1,037,680
                           

Basic earnings per share

   $ 1.84    $ 2.10    $ 4.79    $ 4.18
                           

Diluted earnings per share

   $ 1.78    $ 2.03    $ 4.64    $ 4.02
                           

Dividends paid per share

   $ 0.03    $ 0.03    $ 0.05    $ 0.05
                           

See Notes to Condensed Consolidated Financial Statements.

 

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CAPITAL ONE FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands, except per share data) (unaudited)

 

     Common Stock   

Paid-In

Capital,

Net

  

Retained

Earnings

   

Cumulative Other

Comprehensive

Income (Loss)

   

Treasury

Stock

   

Total

Stockholders’

Equity

 
     Shares    Amount            

Balance, December 31, 2004

   248,354,259    $ 2,484    $ 2,711,327    $ 5,596,372     $ 144,759     $ (66,753 )   $ 8,388,189  

Comprehensive income:

                 

Net income

   —        —        —        1,037,680       —         —         1,037,680  

Other comprehensive loss, net of income tax benefit:

                 

Unrealized losses on securities, net of income tax benefit of $4,858

   —        —        —        —         (7,935 )     —         (7,935 )

Foreign currency translation adjustments

   —        —        —        —         (66,430 )     —         (66,430 )

Unrealized gains on cash flow hedging instruments, net of income taxes of $4,010

   —        —        —        —         4,630       —         4,630  
                                                   

Other comprehensive loss

   —        —        —        —         (69,735 )     —         (69,735 )
                                                   

Comprehensive income

                    967,945  

Cash dividends—$.05 per share

   —        —        —        (13,323 )     —         —         (13,323 )

Purchases of treasury stock

   —        —        —        —         —         (2,943 )     (2,943 )

Issuances of common and restricted stock, net of forfeitures

   11,309,024      113      759,903      —         —         —         760,016  

Exercise of stock options, and related tax benefits

   5,375,876      53      238,834      —         —         —         238,887  

Compensation expense for equity instruments

   —        —        73,010      —         —         —         73,010  
                                                   

Balance, June 30, 2005

   265,039,159    $ 2,650    $ 3,783,074    $ 6,620,729     $ 75,024     $ (69,696 )   $ 10,411,781  
                                                   

Balance, December 31, 2005

   302,786,444    $ 3,028    $ 6,848,544    $ 7,378,015     $ 6,129     $ (106,802 )   $ 14,128,914  

Comprehensive income:

                 

Net income

   —        —        —        1,435,926       —         —         1,435,926  

Other comprehensive income, net of income tax:

                 

Unrealized losses on securities, net of income tax benefit of $59,673

   —        —        —        —         (103,968 )     —         (103,968 )

Foreign currency translation adjustments

   —        —        —        —         131,661       —         131,661  

Unrealized gains on cash flow hedging instruments, net of income taxes of $15,788

   —        —        —        —         26,305       —         26,305  
                                                   

Other comprehensive income

   —        —        —        —         53,998       —         53,998  
                                                   

Comprehensive income

                    1,489,924  

Cash dividends—$.0.05 per share

   —        —        —        (16,105 )     —         —         (16,105 )

Purchase of treasury stock

   —        —        —        —         —         (8,534 )     (8,534 )

Issuances of common and restricted stock, net of forfeitures

   639,993      6      16,425      —         —         —         16,431  

Exercise of stock options and related tax benefits

   2,580,829      26      199,780      —         —         —         199,806  

Compensation expense for equity instruments

   —        —        86,627      —         —         —         86,627  
                                                   

Balance, June 30, 2006

   306,007,266    $ 3,060    $ 7,151,376    $ 8,797,836     $ 60,127     $ (115,336 )   $ 15,897,063  
                                                   

See Notes to Condensed Consolidated Financial Statements.

 

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CAPITAL ONE FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands) (unaudited)

 

    

Six Months Ended

June 30,

 
     2006     2005  

Operating Activities:

    

Net Income

   $ 1,435,926     $ 1,037,680  

Adjustments to reconcile net income to cash provided by operating activities:

    

Provision for loan losses

     532,715       551,231  

Depreciation and amortization, net

     254,220       196,516  

Reparation of impairment of long-lived assets

     —         (14,938 )

Losses on sales of securities available for sale

     25,596       5,403  

Gains on sales of auto loans

     (22,875 )     (6,618 )

Losses on repurchase of senior notes

     —         12,444  

Stock plan compensation expense

     102,707       73,010  

Changes in assets and liabilities, net of effects from purchase of companies acquired:

    

Decrease (increase) in interest receivable

     37,275       (21,690 )

Decrease (increase) in accounts receivable from securitizations

     89,502       (449,751 )

Increase in other assets

     (186,162 )     (82,558 )

(Decrease) increase in interest payable

     (20,484 )     12,906  

(Decrease) increase in other liabilities

     (242,546 )     129,986  
                

Net cash provided by operating activities

     2,005,874       1,443,621  
                

Investing Activities:

    

Purchases of securities available for sale

     (4,462,735 )     (1,410,129 )

Proceeds from maturities of securities available for sale

     1,797,173       574,659  

Proceeds from sales of securities available for sale

     1,523,455       578,065  

Proceeds from sale of automobile loans

     —         257,230  

Proceeds from securitization of consumer loans

     6,903,738       4,008,213  

Net increase in consumer loans

     (8,521,384 )     (5,013,440 )

Principal recoveries of loans previously charged off

     274,929       229,161  

Additions of premises and equipment, net

     (398,864 )     (31,403 )

Net payments for companies acquired

     (22,923 )     (470,694 )
                

Net cash used in investing activities

     (2,906,611 )     (1,278,338 )
                

Financing Activities:

    

Net (decrease) increase in deposits

     (754,316 )     914,896  

Net increase (decrease) in other borrowings

     1,304,288       (501,391 )

Issuances of senior notes

     —         1,262,035  

Maturities of senior notes

     (1,224,731 )     (876,567 )

Repurchases of senior notes

     (31,296 )     (648,840 )

Purchases of treasury stock

     (8,534 )     (2,943 )

Dividends paid

     (16,105 )     (13,323 )

Net proceeds from issuances of common stock

     16,431       760,016  

Proceeds from exercise of stock options

     141,779       115,711  
                

Net cash (used in) provided by financing activities

     (572,484 )     1,009,594  
                

(Decrease) increase in cash and cash equivalents

     (1,473,221 )     1,174,877  

Cash and cash equivalents at beginning of period

     4,071,267       1,411,211  
                

Cash and cash equivalents at end of period

   $ 2,598,046     $ 2,586,088  
                

See Notes to Condensed Consolidated Financial Statements.

 

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CAPITAL ONE FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data) (unaudited)

Note 1

Significant Accounting Policies

Business

The condensed consolidated financial statements include the accounts of Capital One Financial Corporation (the “Corporation”) and its subsidiaries. The Corporation is a diversified financial services company whose subsidiaries market a variety of financial products and services to consumers. The principal subsidiaries are Capital One Bank (the “Bank”), which offers credit card products and deposit products, Capital One, F.S.B. (the “Savings Bank”), which offers consumer and commercial lending and consumer deposit products, Capital One Auto Finance, Inc. (“COAF”), which offers automobile and other motor vehicle financing products and Capital One, National Association (the “National Bank”) which offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One Services, Inc. (“COSI”), another subsidiary of the Corporation, provides various operating, administrative and other services to the Corporation and its subsidiaries. The Corporation and its subsidiaries are collectively referred to as the “Company.”

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Operating results for the six months ended June 30, 2006 are not necessarily indicative of the results for the year ending December 31, 2006.

The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2005 should be read in conjunction with these condensed consolidated financial statements.

All significant intercompany balances and transactions have been eliminated.

 

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Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, (“FIN 48”). FIN 48 clarifies the accounting treatment for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management is currently assessing the impact of FIN 48 on the financial position and results of operations of the Company.

In March 2006, the FASB issued Statement of Financial Accounting Standard No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140, (“SFAS 156”). SFAS 156 amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, (“SFAS 140”), with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations prescribed by SFAS 156. All separately recognized servicing assets and servicing liabilities are to be initially measured at fair value, if practicable, and SFAS 156 permits an entity to choose either the amortization method or fair value measurement method for subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities. SFAS 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The requirements for recognition and initial measurement of servicing assets and servicing liabilities should be applied prospectively to all transactions after the effective date of this statement. The adoption of SFAS 156 is not expected to have a material impact on the consolidated earnings or financial position of the Company.

In February 2006, the FASB issued Statement of Financial Accounting Standard No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, (“SFAS 155”). SFAS 155 amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, (“SFAS 133”) and SFAS 140. SFAS 155 resolves issues addressed in SFAS 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS 155 is not expected to have a material impact on the consolidated earnings or financial position of the Company.

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment, (“SFAS 123(R)”) which requires compensation cost related to share-based payment transactions to be recognized in the financial statements, and that the cost be measured based on the fair value of the equity or liability instruments issued. At June 30, 2006, the Company has two active stock-based compensation plans: one employee plan and one non-employee director plan, which are described more fully in Note 6. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123(R) using the modified-prospective-transition method. Under

 

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that transition method, compensation cost recognized during the six months ended June 30, 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair valued estimated in accordance with the provisions of SFAS 123(R). The Company voluntarily adopted the expense recognition provisions of Statement of Financial Accounting Standard No. 123, Accounting for Stock Based Compensation (“SFAS 123”), prospectively to all awards granted, modified, or settled after January 1, 2003. Prior to January 1, 2003, the Company applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related Interpretations in accounting for its stock based compensation plans. Results for prior periods have not been restated. The adoption of SFAS 123(R) did not have a material impact on the consolidated earnings or financial position of the Company.

Note 2

Business Combinations

Hibernia Corporation

On November 16, 2005, the Company acquired 100% of the outstanding common stock of Hibernia Corporation (“Hibernia”), a financial holding company with operations in Louisiana and Texas. Hibernia offers a variety of banking products and services, including consumer, commercial and small business loans and demand and term deposit accounts.

The acquisition was accounted for under the purchase method of accounting, and, as such, the assets and liabilities of Hibernia were recorded at their respective fair values as of November 16, 2005. The results of Hibernia’s operations were included in the Company’s Consolidated Statement of Income commencing November 16, 2005.

The total consideration of approximately $5.0 billion, which includes the value of outstanding stock options, was settled through the issuance of 32.9 million shares of the Company’s common stock and payment of $2.2 billion in cash. Under the terms of the transaction, each share of Hibernia common stock was exchanged for $30.46 in cash or 0.3792 shares of the Company’s common stock or a combination of common stock and cash based on the aforementioned conversion rates, based on the average of the closing prices on the NYSE of the Company’s common stock during the five trading days ending the day before the completion of the acquisition, which was $80.32. The allocation of the final purchase price is still subject to refinement as the integration process continues and additional information becomes available.

 

Costs to acquire Hibernia:

  

Capital One common stock issued

   $ 2,606,375

Cash consideration paid

     2,231,039

Fair value of employee stock options

     104,577

Investment banking, legal, and consulting fees

     29,596
      

Total consideration paid for Hibernia

   $ 4,971,587

 

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The following unaudited pro forma condensed statements of income assume that the Company and Hibernia were combined at the beginning of the period presented.

 

    

Three Months Ended

June 30

  

Six Months Ended

June 30

 
     2005    2005  

Net interest income

   $ 1,058,322    $ 2,103,296  

Non-interest income

     1,693,745      3,323,260  

Provision for loan losses

     305,600      580,931  

Non-interest expense

     1,527,680      3,038,116  

Income taxes

     328,993      646,278  

Minority interest, net of income taxes

     33      (215 )
               

Net income(1)

   $ 589,761    $ 1,161,446  
               

Basic earnings per share(2)

   $ 2.07    $ 4.13  

Diluted earnings per share(2)

   $ 2.00    $ 3.97  
               

(1) Pro forma adjustments to net income include the following adjustments: accretion for loan fair value discount, reduction of interest income for amounts used to fund the acquisition, amortization for interest-bearing deposits fair value premium, accretion for subordinated notes fair value premium, addition of interest expense for other borrowings used to fund the acquisition, and related amortization for intangibles acquired, net of Hibernia’s historical intangible amortization expense.
(2) Pro forma adjustments to basic and diluted earnings per share include the following adjustments to the share calculation: incremental common shares issued and dilutive impact of stock options granted in connection with the Hibernia acquisition.

Note 3

Segments

The Company maintains four distinct operating segments: U.S. Card, Auto Finance, Global Financial Services and Banking. The U.S. Card segment consists of domestic consumer credit card lending activities. The Auto Finance segment consists of automobile and other motor vehicle financing activities. The Global Financial Services segment consists of international lending activities, small business lending, installment loans, home loans, healthcare financing and other diversified activities. The Banking segment consists of local banking operations, which includes consumer, small business and commercial deposits and lending conducted within the Company’s branch network. The U.S. Card, Auto Finance, Global Financial Services and Banking segments are considered reportable segments based on quantitative thresholds applied to the managed loan portfolio for reportable segments provided by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, and are disclosed separately. The Other category includes the Company’s liquidity portfolio, emerging businesses not included in the reportable segments, investments in external companies, and various non-lending activities. The Other category also includes the net impact of transfer pricing, certain unallocated expenses and gains/losses related to the securitization of assets.

As management makes decisions on a managed basis within each segment, information about reportable segments is provided on a managed basis. An adjustment to reconcile the managed financial information to the reported financial information in the consolidated financial statements is provided. This adjustment reclassifies a portion of net interest income, non-interest income and provision for loan losses into non-interest income from servicing and securitizations.

The Company maintains its books and records on a legal entity basis for the preparation of financial statements in conformity with GAAP. The following tables present information prepared from the Company’s internal management information system, which is maintained on a line of business level through allocations from the consolidated financial results.

 

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    For the Three Months Ended June 30, 2006
    U.S. Card   Auto
Finance
 

Global

Financial
Services

  Banking   Other     Total
Managed
  Securitization
Adjustments (1)
   

Total

Reported

Net interest income

  $ 1,120,422   $ 356,237   $ 445,452   $ 249,228   $ (30,510 )   $ 2,140,829   $ (943,747 )   $ 1,197,082

Non-interest income

    803,083     13,839     297,080     114,039     (28,709 )     1,199,332     510,581       1,709,913

Provision for loan losses

    413,701     74,714     296,614     6,632     3,950       795,611     (433,166 )     362,445

Non-interest expenses

    860,874     149,115     365,149     289,996     15,763       1,680,897     —         1,680,897

Income tax provision (benefit)

    227,125     51,186     29,614     23,324     (20,183 )     311,066     —         311,066
                                                   

Net income (loss)

  $ 421,805   $ 95,061   $ 51,155   $ 43,315   $ (58,749 )   $ 552,587   $ —       $ 552,587
                                                   

Loans receivable

  $ 48,736,483   $ 20,558,455   $ 25,935,716   $ 13,189,112   $ 13,673     $ 108,433,439   $ (47,830,636 )   $ 60,602,803
                                                   

 

     For the Three Months Ended June 30, 2005
     U.S. Card    Auto Finance   

Global

Financial
Services

   Other     Total
Managed
   Securitization
Adjustments (1)
   

Total

Reported

Net interest income

   $ 1,151,692    $ 285,744    $ 411,825    $ (18,959 )   $ 1,830,302    $ (957,799 )   $ 872,503

Non-interest income

     846,720      6,964      265,499      25,577       1,144,760      437,236       1,581,996

Provision for loan losses

     539,211      20,330      256,766      (4,144 )     812,163      (520,563 )     291,600

Non-interest expenses

     794,012      124,584      378,278      38,743       1,335,617      —         1,335,617

Income tax provision (benefit)

     232,816      51,728      15,621      (4,001 )     296,164      —         296,164
                                                  

Net income (loss)

   $ 432,373    $ 96,066    $ 26,659    $ (23,980 )   $ 531,118    $ —       $ 531,118
                                                  

Loans receivable

   $ 46,408,912    $ 14,520,216    $ 22,053,145    $ (30,921 )   $ 82,951,352    $ (44,340,565 )   $ 38,610,787
                                                  

(1) Income statement adjustments for the three months ended June 30, 2006 reclassify the net of finance charges of $1,341.8 million, past due fees of $237.1, other interest income of $(61.6) million and interest expense of $573.5 million; and net charge-offs of $433.2 million to Non-interest income from Net interest income and Provision for loan losses, respectively.

Income statement adjustments for the three months ended June 30, 2005 reclassify the net of finance charges of $1,224.1 million, past due fees of $238.1, other interest income of $(48.0) million and interest expense of $456.4 million; and net charge-offs of $520.6 million to Non-interest income from Net interest income and Provision for loan losses, respectively.

 

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Table of Contents
    For the Six Months Ended June 30, 2006
    U.S. Card   Auto
Finance
  Global
Financial
Services
  Banking   Other     Total
Managed
  Securitization
Adjustments (2)
    Total
Reported

Net interest income

  $ 2,341,523   $ 705,067   $ 883,701   $ 494,152   $ (48,644 )   $ 4,375,799   $ (1,971,840 )   $ 2,403,959

Non-interest income

    1,578,496     14,230     580,432     218,524     29,844       2,421,526     1,146,638       3,568,164

Provision for loan losses

    638,139     182,519     513,979     16,453     6,827       1,357,917     (825,202 )     532,715

Non-interest expenses

    1,705,603     283,770     695,321     562,983     6,699       3,254,376     —         3,254,376

Income tax provision (benefit)

    551,698     88,552     90,134     46,634     (27,912 )     749,106     —         749,106
                                                   

Net income (loss)

  $ 1,024,579   $ 164,456   $ 164,699   $ 86,606   $ (4,414 )   $ 1,435,926   $ —       $ 1,435,926
                                                   

Loans receivable

  $ 48,736,483   $ 20,558,455   $ 25,935,716   $ 13,189,112   $ 13,673     $ 108,433,439   $ (47,830,636 )   $ 60,602,803

 

     For the Six Months Ended June 30, 2005
     U.S. Card    Auto Finance   

Global

Financial
Services

   Other     Total
Managed
   Securitization
Adjustments (2)
   

Total

Reported

Net interest income

   $ 2,402,330    $ 535,251    $ 824,558    $ (113,077 )   $ 3,649,062    $ (1,916,038 )   $ 1,733,024

Non-interest income

     1,626,135      18,303      499,340      72,383       2,216,161      881,814       3,097,975

Provision for loan losses

     1,028,247      112,643      445,082      (517 )     1,585,455      (1,034,224 )     551,231

Non-interest expenses

     1,630,154      238,349      729,754      65,192       2,663,449      —         2,663,449

Income tax provision (benefit)

     479,522      70,897      51,975      (23,755 )     578,639      —         578,639
                                                  

Net income (loss)

   $ 890,542    $ 131,665    $ 97,087    $ (81,614 )   $ 1,037,680    $ —       $ 1,037,680
                                                  

Loans receivable

   $ 46,408,912    $ 14,520,216    $ 22,053,145    $ (30,921 )   $ 82,951,352    $ (44,340,565 )   $ 38,610,787
                                                  

(2) Income statement adjustments for the six months ended June 30, 2006 reclassify the net of finance charges of $2,705.3 million, past due fees of $493.5, other interest income of $(123.3) million and interest expense of $1,103.7 million; and net charge-offs of $825.2 million to Non-interest income from Net interest income and Provision for loan losses, respectively.

Income statement adjustments for the six months ended June 30, 2005 reclassify the net of finance charges of $2,417.7 million, past due fees of $492.3, other interest income of $(92.5) million and interest expense of $901.5 million; and net charge-offs of $1,034.2 million to Non-interest income from Net interest income and Provision for loan losses, respectively.

During the three months ended June 30, 2006, the Company did not sell any auto loans. During the three months ended June 30, 2005, the Company sold $257.7 million of auto loans. These transactions resulted in pre-tax gains allocated to the Auto Finance segment, inclusive of allocations related to funds transfer pricing of $4.5 million for the three months ended June 30, 2005. In addition, the Company recognized an additional $17.1 million and $2.5 million in gains for higher back end performance bonuses related to prior period auto loan sales for the three month periods ended June 30, 2006 and June 30, 2005, respectively.

 

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During the six months ended June 30, 2006, the Company did not sell any auto loans. During the six months ended June 30, 2005, the Company sold $257.7 million of auto loans. These transactions resulted in pre-tax gains allocated to the Auto Finance segment, inclusive of allocations related to funds transfer pricing of $4.5 million for the six months ended June 30, 2005. In addition, the Company recognized an additional $22.9 million and $5.0 million in gains for higher back end performance bonuses related to prior period auto loan sales for the six month period ended June 30, 2006 and June 30, 2005, respectively.

Note 4:

Comprehensive Income

Comprehensive income for the three months ended June 30, 2006 and 2005, respectively was as follows:

 

     Three Months Ended
June 30
     2006    2005

Comprehensive Income:

     

Net income

   $ 552,587    $ 531,118

Other comprehensive income, net of tax

     68,275      5,282
             

Total comprehensive income

   $ 620,862    $ 536,400
             

Note 5

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

 

     Three Months Ended
June 30
  

Six Months Ended

June 30

     2006    2005    2006    2005

Numerator:

           

Net income

   $ 552,587    $ 531,118    $ 1,435,926    $ 1,037,680
                           

Denominator:

           

Denominator for basic earnings per share - Weighted-average shares

     300,829      252,585      300,047      248,305

Effect of dilutive securities:

           

Stock options

     7,987      6,602      8,324      7,757

Restricted stock

     1,172      2,477      1,188      2,384
                           

Dilutive potential common shares

     9,159      9,079      9,512      10,141

Denominator for diluted earnings per share - Adjusted weighted-average shares

     309,988      261,664      309,559      258,446
                           

Basic earnings per share

   $ 1.84    $ 2.10    $ 4.79    $ 4.18
                           

Diluted earnings per share

   $ 1.78    $ 2.03    $ 4.64    $ 4.02

Note 6

Stock Plans

The Company has two active stock-based compensation plans: one employee plan and one non-employee director plan. Under the plans, the Company reserves common shares for issuance in various forms including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock units. The form of stock compensation is specific to each plan. Generally the exercise price of each stock option or value of each restricted stock award will equal the

 

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fair market value of the Company’s stock on the date of grant, the maximum term will be ten years, and vesting will be determined at the time of grant. The vesting for most options is 33 1/3 percent per year beginning with the first anniversary of the grant date. For restricted stock, the vesting is usually 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date or three years from the date of grant.

The Company also issues cash equity units which are classified as liabilities. They are not issued out of the Company’s stock-based compensation plans because, instead of stock, they are settled with a cash payment for each unit vested equal to the fair market value of the Company’s stock on the vesting date. These units vest 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date or three years from the date of grant.

Total compensation expense recognized for share based compensation during the three months ended June 30, 2006 and 2005 was $58.1 million and $47.5 million, respectively. The total income tax benefit recognized in the consolidated statement of income for share based compensation arrangements during the three months ended June 30, 2006 and 2005, was $20.3 million and $16.6 million, respectively.

Total compensation expense recognized for share based compensation during the six months ended June 30, 2006 and 2005 was $102.8 million and $76.1 million, respectively. The total income tax benefit recognized in the consolidated statement of income for share based compensation arrangements during the six months ended June 30, 2006, and 2005, was $35.9 million and $27.3 million, respectively.

Capital One recognizes compensation expense on a straight line basis over the vesting period for the entire award for any awards with graded vesting.

The following table provides the number of reserved common shares and the number of common shares available for future issuance for each of the Company’s stock-based compensation plans as of June 30, 2006:

 

Plan Name

   Shares
Reserved
   Available
For Issuance

2004 Stock Incentive Plan(1)

   20,000,000    13,666,786

2002 Non-Executive Officer Stock Incentive Plan(2)

   8,500,000    —  

1999 Stock Incentive Plan(2)

   600,000    —  

1994 Stock Incentive Plan(2)

   67,112,640    —  

1999 Non-Employee Directors Stock Incentive Plan

   825,000    134,600

1995 Non-Employee Directors Stock Incentive Plan(3)

   600,000    —  

1997 Hibernia Long Term Incentive Plan(4)

   1,693,000    —  

2003 Hibernia Long Term Incentive Compensation Plan(4)

   2,083,000    —  

1993 Hibernia Director Stock Option Plan(4)

   20,000    —  

(1) Available for Issuance includes the CEO restricted stock units at their maximum amount.
(2) The ability to issue grants out of these plans was terminated in 2004. There are currently 1,339,843 options outstanding under the 2002 Non-Executive Officer Stock Incentive Plan, 53,054 options outstanding under the 1999 Stock Incentive Plan and 15,972,363 options outstanding under the 1994 Stock Incentive Plan.

 

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(3) The ability to issue grants out of this plan was terminated in 1999. There are currently 122,000 options outstanding under the plan
(4) In conjunction with the acquisition of Hibernia, the Company assumed three existing Hibernia stock incentive plans, under which there are 2,892,798 options outstanding and no shares available for future issuance.

A summary of the status of the Company’s options as of June 30, 2006, and changes for the three and six months then ended is presented below:

 

     Three Months Ended June 30, 2006    Six Months Ended June 30, 2006
     Options
(000s)
    Weighted-
Average
Exercise
Price Per
Share
   Weighted-
Average
Remaining
Contractual
Life in
Years
  

Aggregate
Intrinsic
Value

(000s)

   Options
(000s)
    Weighted-
Average
Exercise
Price Per
Share
   Weighted-
Average
Remaining
Contractual
Life in
Years
  

Aggregate
Intrinsic
Value

(000s)

Outstanding at beginning of period

   26,930     $ 54.75          26,785     $ 51.39      

Granted

   28       83.10          2,348       88.68      

Exercised(1)

   (936 )     51.62          (2,705 )     48.46      

Forfeited

   (149 )     79.96          (555 )     64.17      
                                     

Outstanding at end of period

   25,873     $ 54.79    5.52    $ 801,732    25,873     $ 54.79    5.52    $ 801,732
                                                 

Exercisable at end of period

   18,651     $ 47.50    4.99    $ 707,932    18,651     $ 47.50    4.99    $ 707,932
                                                 

(1) Cash proceeds from the exercise of stock options were $41.4 million and $118.1 million for the three and six months ended June 30, 2006, respectively. Tax benefits recognized from the exercise of stock options were $20.4 million and $44.6 million for the three and six months ended June 30, 2006, respectively.

The weighted-average grant date fair value of options granted during the three months ended June 30, 2006 and 2005 was $24.14 and $25.63, respectively. The total intrinsic value of options exercised during those same periods was $31.4 million and $47.0 million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2006 and 2005 was $26.33 and $38.86, respectively. The total intrinsic value of options exercised during those same periods was $103.2 million and $321.1 million, respectively.

 

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The fair value of the options granted was estimated at the date of grant using a Black-Scholes option-pricing model with the weighted average assumptions described below:

 

    

For the Three

Months Ended

June 30

   

For the Six

Months Ended
June 30

 

Assumptions

   2006     2005     2006     2005  

Dividend yield

   .13 %   .14 %   .13 %   .14 %

Volatility factors of expected market price of stock (1)

   29 %   44 %   29 %   53 %

Risk-free interest rate

   5.02 %   3.67 %   4.72 %   4.20 %

Expected option term (in years)

   3.7     3.2     3.9     4.9  
                        

(1) In December of 2005, the Company began using the implied volatility of publicly traded and over-the-counter stock options as a basis for the expected volatility assumption. Previously, expected volatility was based on historical stock price observations.

A summary of the status of the Company’s restricted stock awards as of June 30, 2006, and changes for the three and six months then ended is presented below:

 

    

For the Three

Months Ended

June 30, 2006

  

For the Six

Months Ended

June 30, 2006

    

Shares

(000s)

    Weighted-Average
Grant Date Fair
Value Per Share
  

Shares

(000s)

    Weighted-Average
Grant Date Fair
Value Per Share

Unvested at the beginning of the period

   2,800     $ 68.00    2,466     $ 62.83

Granted

   24     $ 85.98    708     $ 88.71

Vested

   (134 )   $ 82.91    (325 )   $ 82.97

Cancelled

   (84 )   $ 68.55    (243 )   $ 66.12
                         

Unvested at the end of the period

   2,606     $ 68.43    2,606     $ 68.43
                         

As of June 30, 2006, there was a total of $97.4 million of unrecognized compensation cost related to unvested awards; that cost is expected to be recognized over the next 3 years. The weighted-average grant date fair value of restricted stock granted during the three months ending June 30, 2006, and 2005, was $85.98 and $70.53, respectively. The total fair value of shares vesting during those same periods was $9.8 million and $3.5 million, respectively.

The weighted-average grant date fair value of restricted stock granted during the six months ending June 30, 2006, and 2005, was $88.71 and $78.53, respectively. The total fair value of shares vesting during those same periods was $25.6 million and $8.2 million, respectively.

Cash equity units vesting during the three and six months ended June 30, 2006 resulted in cash payments to associates of $0.9 million and $18.5 million, respectively. No cash equity units vested during the six months ended June 30, 2005.

 

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Note 7

Goodwill and Other Intangible Assets

The following table provides a summary of goodwill.

 

    

Auto

Finance

  

Global

Financial

Services

   Banking    Total

Balance at December 31, 2005

   $ 328,192    $ 389,873    $ 3,188,334    $ 3,906,399

Adjustments

     3,795      —        19,171      22,966

Foreign Currency Translation

     —        4,256      —        4,256
                           

Balance at June 30, 2006

   $ 331,987    $ 394,129    $ 3,207,505    $ 3,933,621
                           

The addition of $19.2 million to Banking segment goodwill includes approximately $15 million added as a result of the acquisition of a remaining 50% ownership in a credit card processing company. The remaining additions to goodwill represent purchase accounting adjustments related to the acquisition of Hibernia in the fourth quarter of 2005.

In addition, in connection with the acquisition of Hibernia, the Company recorded other intangible assets which consisted of core deposit intangibles, trust intangibles, lease intangibles, and other intangibles, which are subject to amortization. The core deposit and trust intangibles reflect the value of deposit and trust relationships. The lease intangibles reflect the difference between the contractual obligation under current lease contracts and the fair market value of the lease contracts at the acquisition date. The other intangible items relate to customer lists, brokerage relationships and insurance contracts. The following table summarizes the Company’s purchase accounting intangible assets subject to amortization.

 

     June 30, 2006
    

Gross

Carrying

Amount

  

Accumulated

Amortization

   

Net Carrying

Amount

  

Amortization

Period

Core deposit intangibles

   $ 380,000    $ (45,923 )   $ 334,077    10.0 years

Trust intangibles

     10,500      (716 )     9,784    18.0 years

Lease intangibles

     5,209      (813 )     4,396    9.6 years

Other intangibles

     11,254      (1,213 )     10,041    11.5 years
                        

Total

   $ 406,963    $ (48,665 )     358,298   
                        

Intangibles are generally amortized on an accelerated basis over their respective estimated useful lives. Intangible assets are recorded in Other assets on the balance sheet. Amortization expense related to purchase accounting intangibles totaled $19.4 million and $38.8 million for the three and six months ended June 30, 2006, respectively. Amortization expense for intangibles is recorded to non-interest expense. The weighted average amortization period for all purchase accounting intangibles is 10.2 years.

 

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Note 8

Commitments, Contingencies and Guarantees

Letters of Credit and Financial Guarantees

The Company issues letters of credit and financial guarantees (“standby letters of credit”) whereby it agrees to honor certain financial commitments in the event its customers are unable to perform. The majority of the standby letters of credit consist of financial guarantees. 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 standby letters of credit and customer acceptances, and the results of these reviews are considered in assessing the adequacy of the Company’s allowance for loan losses.

The Company had contractual amounts of standby letters of credit of $583.1 million at June 30, 2006. As of June 30, 2006, standby letters of credit had expiration dates ranging from 2006 to 2011. The fair value of the guarantees outstanding at June 30, 2006 that have been issued since January 1, 2003, was $2.8 million and was included in other liabilities.

Industry Litigation

Over the past several years, MasterCard International and Visa U.S.A., Inc., as well as several of their member banks, have been involved in several different lawsuits challenging various practices of MasterCard and Visa.

In 1998, the United States Department of Justice filed an antitrust lawsuit against the MasterCard and Visa membership associations composed of financial institutions that issue MasterCard or Visa credit or debit cards (“associations”), alleging, among other things, that the associations had violated antitrust law and engaged in unfair practices by not allowing member banks to issue cards from competing brands, such as American Express and Discover Financial Services. In 2001, a New York district court entered judgment in favor of the Department of Justice and ordered the associations to repeal these policies. The United States Court of Appeals for the Second Circuit affirmed the district court and, on October 4, 2004, the United States Supreme Court denied certiorari in the case. In November 2004, American Express filed an antitrust lawsuit (the “Amex lawsuit”) against the associations and several member banks alleging that the associations and member banks jointly and severally implemented and enforced illegal exclusionary agreements that prevented member banks from issuing American Express and Discover cards. The complaint requests civil monetary damages, which could be trebled. The Corporation, the Bank, and the Savings Bank are named defendants in this lawsuit.

Separately, a number of entities, each purporting to represent a class of retail merchants, have also filed antitrust lawsuits (the “Interchange lawsuits”) against the associations and several member banks, including the Corporation and its subsidiaries, alleging among other things, that the associations and member banks conspired to fix the level of interchange fees. The complaints request civil monetary damages, which could be trebled. In October 2005, the Interchange lawsuits were consolidated before the United States District Court for the Eastern District of New York for certain purposes, including discovery.

We believe that we have meritorious defenses with respect to these cases and intend to defend these cases vigorously. At the present time, management is not in a position to determine whether the resolution of these cases will have a material adverse effect on either the consolidated financial position of the Corporation or the Corporation’s results of operations in any future reporting period.

In addition, several merchants filed class action antitrust lawsuits, which were subsequently consolidated, against the associations relating to certain debit card products. In April 2003, the associations agreed to settle the lawsuit in exchange for payments to plaintiffs and for changes in

 

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policies and interchange rates for debit cards. Certain merchant plaintiffs have opted out of the settlements and have commenced separate lawsuits. Additionally, consumer class action lawsuits with claims mirroring the merchants’ allegations have been filed in several courts. Finally, the associations, as well as certain member banks, continue to face additional lawsuits regarding policies, practices, products and fees.

With the exception of the Interchange lawsuits and the Amex lawsuit, the Corporation and its subsidiaries are not parties to the lawsuits against the associations described above and therefore will not be directly liable for any amount related to any possible or known settlements of such lawsuits. However, the Corporation’s subsidiary banks are member banks of MasterCard and Visa and thus may be affected by settlements or lawsuits relating to these issues, including changes in interchange payments. In addition, it is possible that the scope of these lawsuits may expand and that other member banks, including the Corporation’s subsidiary banks, may be brought into the lawsuits or future lawsuits. The associations are also subject to additional litigation, including suits regarding foreign exchange fees.

In part as a result of such litigation, the associations are expected to continue to evolve as corporate entities, including by changing their governance structures, as previously announced by the associations. During the second quarter MasterCard successfully completed its initial public offering and Visa revised its governance structure. Both associations now rely upon independent directors for certain decisions, including the settling of interchange rates.

Given the complexity of the issues raised by these lawsuits and the uncertainty regarding: (i) the outcome of these suits, (ii) the likelihood and amount of any possible judgments, (iii) the likelihood, amount and validity of any claim against the associations’ member banks, including the banks and the Corporation, and (iv) changes in industry structure that may result from the suits and (v) the effects of these suits, in turn, on competition in the industry, member banks, and interchange and association fees, we cannot determine at this time the long-term effects of these suits on us.

Other Pending and Threatened Litigation

In addition, the Company also commonly is subject to various pending and threatened legal actions relating to the conduct of its normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened legal actions will not be material to the consolidated financial position or results of operations of the Company.

Note 9

Pending North Fork Bancorporation, Inc. Acquisition

In March 2006, the Company signed a definitive agreement to acquire North Fork Bancorporation, Inc. (“North Fork”), a bank holding company that offers a full range of banking products and financial services to both consumer and commercial customers. The Company expects to acquire North Fork in a stock and cash transaction valued on March 10, 2006, at approximately $14.6 billion. The transaction is subject to regulatory and Capital One’s and North Fork’s shareholder approvals and is expected to close in the fourth quarter of 2006. On July 7, 2006 the Securities and Exchange Commission (the “SEC”) declared effective a Registration Statement on Form S-4 that included a preliminary joint proxy statement of the Company and North Fork that also constitutes a prospectus of the Company. A special meeting of stockholders of the Company and the annual meeting of North Fork stockholders to consider and vote upon the proposal to approve the agreement and plan of merger between the Company and North Fork pursuant to which North Fork will merge with and into the Company is scheduled for August 22, 2006.

In April 2006, the Company entered into derivative instruments to mitigate certain exposures it faces as a result of the expected acquisition of North Fork. Under purchase accounting rules, North Fork’s

 

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balance sheet will be marked to market upon closing of the acquisition. As interest rates increase, the market value of North Fork’s balance sheet, as measured under purchase accounting, declines which results in a temporary reduction in the tangible capital ratios of the combined entity. The position is designed to protect the Company’s tangible capital ratios from falling below a desired level. The Company’s maximum negative exposure is expected to be no more than the approximately $50 million paid to establish the current position. The derivative instruments will not be treated as designated hedges under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities, and as such will be marked to market through the income statement until the derivatives expire or are terminated. For the three and six months ended June 30, 2006 approximately $20.8 million was recognized as a reduction to other non-interest income in the statement of income.

In May 2006, the Company entered into a syndicated bridge loan facility (“the Facility”). The Facility is available to the Company to finance, on an interim basis, the cash consideration payable to shareholders of North Fork in connection with the acquisition. The Facility is available until May 7, 2007 and borrowing under the Facility will mature on the earlier of 364 days from the date of borrowing, or December 1, 2007. The Facility size will automatically decrease by the amount of proceeds received by the Company from the issuance of securities intended to fund the cash consideration of the acquisition. After the issuance of securities discussed below, $3.2 billion is available to the Company under the Facility.

In June 2006, the Company and Capital One Capital II, a subsidiary of the Company created as a Delaware statutory business trust, issued $345.0 million aggregate principal amount of 7.5% Enhanced Trust Preferred Securities (the “Enhanced TRUPS® “) that mature on June 15, 2066. The securities represent a preferred beneficial interest in the assets of the trust and are recorded in other borrowings in the balance sheet. For regulatory capital purposes the securities are treated as equity and serve to increase Tier 1 and Total Risk Based Capital at the holding company level.

In July 2006, the Company and Capital One Capital III, a subsidiary of the Company created as a Delaware statutory business trust, issued $650.0 million aggregate principal amount of 7.686% Capital Securities that mature on August 15, 2036. The securities represent a preferred beneficial interest in the assets of the trust and will be recorded in other borrowings in the balance sheet. For regulatory capital purposes the securities are treated as equity and serve to increase Tier 1 and Total Risk Based Capital at the holding company level.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands) (yields and rates presented on an annualized basis)

I. Introduction

Capital One Financial Corporation (the “Corporation”) is a diversified financial services company whose banking and non-banking subsidiaries market a variety of financial products and services. The Corporation’s principal subsidiaries are Capital One Bank (the “Bank”) which currently offers credit card products and offers retail deposits, Capital One, F.S.B. (the “Savings Bank”), which offers consumer and commercial lending and consumer deposit products, Capital One, National Association (the “National Bank”) which offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients, and Capital One Auto Finance, Inc. (“COAF”) which offers automobile and other motor vehicle financing products. Capital One Services, Inc. (“COSI”), another subsidiary of the Corporation, provides various operating, administrative and other services to the Corporation and its subsidiaries. The Corporation and its subsidiaries are hereafter collectively referred to as the “Company”. As of June 30, 2006, the Company had $47.2 billion in deposits and $108.4 billion in managed loans outstanding and was one of the largest providers of MasterCard and Visa credit cards in the world.

The Company’s profitability is affected by the net interest income and non-interest income generated on earning assets, consumer usage and payment patterns, credit quality, levels of marketing expense and operating efficiency. The Company’s revenues consist primarily of interest income on consumer loans (including past-due fees) and securities and non-interest income consisting of servicing income on securitized loans, fees (such as annual membership, cash advance, overlimit and other fee income, collectively “fees”), cross-sell, interchange and gains on the securitizations of loans. Loan securitization transactions qualifying as sales under accounting principles generally accepted in the United States (“GAAP”) remove the loan receivables from the consolidated balance sheet; however, the Company continues to both own and service the related accounts. The Company generates earnings from its managed loan portfolio that includes both on-balance sheet and off-balance sheet loans. Interest income, fees, and recoveries in excess of the interest paid to investors and charge-offs generated from off-balance sheet loans are recognized as servicing and securitizations income.

The Company’s primary expenses are the costs of funding assets, provision for loan losses, operating expenses (including associate salaries and benefits), marketing expenses and income taxes. Marketing expenses (e.g., advertising, printing, credit bureau costs and postage) to implement the Company’s product strategies are expensed as incurred while the revenues resulting from acquired accounts are recognized over their life.

II. Significant Accounting Policies

See the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Part I, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a summary of the Company’s significant accounting policies.

III. Reconciliation to GAAP Financial Measures

The Company’s consolidated financial statements prepared in accordance with GAAP are referred to as its “reported” financial statements. Loans included in securitization transactions which qualify as sales under GAAP have been removed from the Company’s “reported” balance sheet. However, servicing fees, finance charges, and other fees, net of charge-offs, and interest paid to investors of securitizations are recognized as servicing and securitizations income on the “reported” income statement.

The Company’s “managed” consolidated financial statements reflect adjustments made related to effects of securitization transactions qualifying as sales under GAAP. The Company generates earnings from its

 

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“managed” loan portfolio which includes both the on-balance sheet loans and off-balance sheet loans. The Company’s “managed” income statement takes the components of the servicing and securitizations income generated from the securitized portfolio and distributes the revenue and expense to appropriate income statement line items from which it originated. For this reason, the Company believes the “managed” consolidated financial statements and related managed metrics to be useful to investors.

 

As of and for the three months ended June 30, 2006

(Dollars in thousands)

   Total Reported   

Securitization

Adjustments(1)

    Total Managed(2)

Income Statement Measures

       

Net interest income

   $ 1,197,082    $ 943,747     $ 2,140,829

Non-interest income

     1,709,913      (510,581 )     1,199,332
                     

Total revenue

     2,906,995      433,166       3,340,161

Provision for loan losses

     362,445      433,166       795,611

Net charge-offs

     295,844      433,166       729,010
                     

Balance Sheet Measures

       

Loans

   $ 60,602,803    $ 47,830,636     $ 108,433,439

Total assets

     89,530,186      47,288,672       136,818,858

Average loans

     58,833,376      47,256,518       106,089,894

Average earning assets

     79,025,701      45,041,097       124,066,798

Average total assets

     89,643,629      46,707,317       136,350,946

Delinquencies

     1,772,191      1,534,202       3,306,393
                     

(1) Income statement adjustments reclassify finance charges of $1,341.8 million, past-due fees of $237.1 million, other interest income of $(61.6) million and interest expense of $573.5 million; and net charge-offs of $433.2 million from Non-interest income (servicing and securitizations) to Net interest income and Provision for loan losses, respectively.
(2) The managed loan portfolio does not include auto loans which have been sold in whole loan sale transactions where the Company has retained servicing rights.

 

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IV. Management Summary

Summary of the Quarter ended June 30, 2006

The second quarter of 2006 reflected continued profitability and diversified loan growth.

Net income increased 4% to $552.6 million for the three month period ended June 30, 2006, while diluted earnings per share decreased 12% compared to the same period in the prior year. Contributing to the decline in earnings per share was the acquisition of Hibernia and the increased share count resulting from the issuance related to the redemption of the mandatory convertible securities in May of 2005.

Revenue growth offset by increased provision for loan losses, marketing expense and operating expenses resulted in the increase in net income. Revenue growth was driven by year over year growth in the managed loan portfolio and the acquisition of Hibernia. Although revenue increased year over year, the addition of lower yielding Hibernia loans combined with a reduction in past-due and overlimit fees resulting from the continued favorable credit environment have compressed the revenue margin. The provision for loan losses increased as a result of a build in the allowance for loan losses related to reported loan growth and continued credit quality deterioration in the U.K., however charge-offs in the U.S. continue to be lower than historical levels due to the favorable U.S. credit environment. The increase in marketing expense reflects origination opportunities in new and existing products and the conversion of Hibernia’s branches and products to the Capital One brand. Lastly, the increase in operating expenses was driven primarily by the Hibernia acquisition and infrastructure investments which include the successful conversion to a new installment loan platform and our continued progress to convert to a new card holder platform. Although operating expenses increased for the three month period ended June 30, 2006, operating expenses as a percentage of average managed assets continued to decline compared to the same period in the prior year, reflecting the Company’s improved operating efficiency.

U.S. Card loans grew 5% during the quarter. The Company also continues to achieve strong loan growth in its Auto Finance and Global Financial Services segments, which together accounted for 39% of the loan growth in the second quarter and represented 43% of managed loans at June 30, 2006. In the first quarter of 2006, the Company added a Banking segment which represents legacy Hibernia business lines, excluding the indirect auto business which moved to the Auto Finance segment and includes the Company’s branchless deposit business which moved from the Other category. The Banking segment had strong results for the second quarter with a $43.3 million contribution to net income. The Banking segment ended the second quarter with $35.3 billion in total deposits.

The Company continued to expand its lending and deposit products and its distribution channels while delivering strong results and maintaining a strong balance sheet. Total assets continue to grow and the Company continues to maintain significant levels of liquidity. Capital ratios remain well above the regulatory “well capitalized” thresholds following the acquisition of Hibernia.

Q2 2006 Significant Events

Pending North Fork Bancorporation, Inc. Acquisition

In March 2006, the Company signed a definitive agreement to acquire North Fork Bancorporation, Inc. (“North Fork”), a bank holding company that offers a full range of banking products and financial services to both consumer and commercial customers. The Company expects to acquire North Fork in a stock and cash transaction valued on March 10, 2006, at approximately $14.6 billion. The transaction is subject to regulatory and Capital One’s and North Fork’s shareholder approvals and is expected to close in the fourth quarter of 2006. On July 7, 2006 the Securities and Exchange Commission (the “SEC”) declared effective a Registration Statement on Form S-4 that included a preliminary joint proxy statement of the Company and North Fork that also constitutes a prospectus of the Company. A special

 

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meeting of stockholders of the Company and the annual meeting of North Fork stockholders to consider and vote upon the proposal to approve the agreement and plan of merger between the Company and North Fork pursuant to which North Fork will merge with and into the Company is scheduled for August 22, 2006.

In April 2006, the Company entered into derivative instruments to mitigate certain exposures it faces as a result of the expected acquisition of North Fork. Under purchase accounting rules, North Fork’s balance sheet will be marked to market upon closing of the acquisition. As interest rates increase, the market value of North Fork’s balance sheet, as measured under purchase accounting, declines which results in a temporary reduction in the tangible capital ratios of the combined entity. The position is designed to protect the Company’s tangible capital ratios from falling below a desired level. The Company’s maximum negative exposure is expected to be no more than the approximately $50 million paid to establish the current position. The derivative instruments will not be treated as designated hedges under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities, and as such will be marked to market through the income statement until the derivatives expire or are terminated. For the three and six months ended June 30, 2006 approximately $20.8 million was recognized as a reduction to other non-interest income in the statement of income.

In May 2006, the Company entered into a syndicated bridge loan facility (“the Facility”). The Facility is available to the Company to finance, on an interim basis, the cash consideration payable to stockholders of North Fork in connection with the acquisition. The Facility is available until May 7, 2007 and borrowing under the Facility will mature on the earlier of 364 days from the date of borrowing, or December 1, 2007. The Facility size will automatically decrease by the amount of proceeds received by the Company from the issuance of securities intended to fund the cash consideration of the acquisition. After the issuance of securities discussed below, $3.2 billion is available to the Company under the Facility.

In July 2006, the Company and Capital One Capital III, a subsidiary of the Company created as a Delaware statutory business trust, issued $650.0 million aggregate principal amount of 7.686% Capital Securities that mature on August 15, 2036. The securities represent a preferred beneficial interest in the assets of the trust and will be recorded in other borrowings in the balance sheet. For regulatory capital purposes the securities are treated as equity and serve to increase Tier 1 and Total Risk Based Capital at the holding company level.

Enhanced Trust Preferred Issuance

In June 2006, the Company and Capital One Capital II, a subsidiary of the Company created as a Delaware statutory business trust, issued $345.0 million aggregate principal amount of 7.5% Enhanced Trust Preferred Securities (the “Enhanced TRUPS® “) that mature on June 15, 2066. The securities represent a preferred beneficial interest in the assets of the trust. For regulatory capital purposes the securities are treated as equity and serve to increase Tier 1 and Total Risk Based Capital at the holding company level.

MasterCard, Inc. Initial Public Offering

In May 2006, MasterCard, Inc. (“MasterCard”) completed an initial public offering. As part of the offering, MasterCard issued Class A common shares to the public and to The MasterCard Foundation. In addition, MasterCard exchanged new Class B common shares for shares previously held by institutions that were issuing members of MasterCard. The Company received 2,305,140 new Class B common shares upon the exchange. The Class B common shares carry certain trading restrictions for four years. Commencing on the fourth anniversary of the offering, each of the Class B common shares may be converted to Class A common shares, subject to certain rights of first refusal by the other holders of Class B common shares. The Class B common shares received carry-over basis accounting treatment, as such there was no gain or loss recorded as part of the share exchange. However, in June 2006, MasterCard exercised an option to redeem a number of the Class B common shares from issuing members. MasterCard redeemed 1,360,032 of the Company’s new Class B common shares for which the Company recognized a $20.5 million gain recoded in other non-interest income.

 

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V. Financial Summary

Table 1 provides a summary view of the consolidated income statement and selected metrics for the Company at and for the three and six month periods ended June 30, 2006 and 2005.

Table 1: Financial Summary

 

    

As of and for the Three Months Ended

June 30

   

As of and for the Six Months Ended

June 30

 

(Dollars in thousands)

   2006     2005     Change     2006     2005     Change  

Earnings (Reported):

            

Net interest income

   $ 1,197,082     $ 872,503     $ 324,579     $ 2,403,959     $ 1,733,024     $ 670,935  

Non-interest income:

            

Servicing and securitizations

     1,025,506       996,043       29,463       2,179,110       1,929,980       249,130  

Service charges and other customer-related fees

     413,398       360,410       52,988       849,129       761,596       87,533  

Interchange

     131,538       132,068       (530 )     251,029       255,508       (4,479 )

Other

     139,471       93,475       45,996       288,896       150,891       138,005  
                                                

Total non-interest income

     1,709,913       1,581,996       127,917       3,568,164       3,097,975       470,189  
                                                

Total Revenue(1)

     2,906,995       2,454,499       452,496       5,972,123       4,830,999       1,141,124  

Provision for loan losses

     362,445       291,600       70,845       532,715       551,231       (18,516 )

Marketing

     356,695       277,034       79,661       680,466       588,793       91,673  

Operating expenses

     1,324,202       1,058,583       265,619       2,573,910       2,074,656       499,254  
                                                

Income before taxes

     863,653       827,282       36,371       2,185,032       1,616,319       568,713  

Income taxes

     311,066       296,164       14,902       749,106       578,639       170,467  
                                                

Net income

   $ 552,587     $ 531,118     $ 21,469     $ 1,435,926     $ 1,037,680     $ 398,246  
                                                

Common Share Statistics:

            

Basic EPS

   $ 1.84     $ 2.10     $ (0.26 )   $ 4.79     $ 4.18     $ 0.61  

Diluted EPS

     1.78       2.03       (0.25 )     4.64       4.02       0.62  
                                                

Selected Balance Sheet Data:

            

Reported loans (period end)

   $ 60,602,803     $ 38,610,787     $ 21,992,016     $ 60,602,803     $ 38,610,787     $ 21,992,016  

Managed loans (period end)

     108,433,439       82,951,352       25,482,087       108,433,439       82,951,352       25,482,087  

Reported loans (average)

     58,833,376       38,237,463       20,595,913       58,489,806       38,253,636       20,236,170  

Managed loans (average)

     106,089,894       82,471,828       23,618,066       105,354,135       82,114,830       23,239,305  

Allowance for loan losses

     1,765,000       1,405,000       360,000       1,765,000       1,405,000       360,000  
                                                

Selected Company Metrics (Reported):

            

Return on average assets (ROA)

     2.47 %     3.73 %     (1.26 )     3.22 %     3.67 %     (0.45 )

Return on average equity (ROE)

     14.19       23.80       (9.61 )     19.02       24.66       (5.64 )

Net charge-off rate

     2.01       3.39       (1.38 )     2.04       3.42       (1.38 )

30+ day delinquency rate

     2.92       3.62       (0.70 )     2.92       3.62       (0.70 )

Net interest margin

     6.06       6.75       (0.69 )     6.12       6.75       (0.63 )

Revenue margin

     14.71       18.99       (4.28 )     15.21       18.81       (3.60 )
                                                

Selected Company Metrics (Managed):

            

Return on average assets (ROA)

     1.62 %     2.11 %     (0.49 )     2.12 %     2.08 %     0.04  

Net charge-off rate

     2.75       4.10       (1.35 )     2.70       4.11       (1.41 )

30+ day delinquency rate

     3.05       3.49       (0.44 )     3.05       3.49       (0.44 )

Net interest margin

     6.90       7.78       (0.88 )     7.11       7.82       (0.71 )

Revenue margin

     10.77       12.65       (1.88 )     11.04       12.56       (1.52 )
                                                

(1) In accordance with the Company’s finance charge and fee revenue recognition policy, the amounts billed to customers but not recognized as revenue were $215.0 million and $259.8 million for the three months ended June 30, 2006 and 2005, respectively, and $385.9 and $503.7 million for the six months ended June 30, 2006 and 2005, respectively.

 

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Summary of the Reported Income Statement

The following is a detailed description of the financial results reflected in Table 1 – Financial Summary. Additional information is provided in section XIII, Tabular Summary as detailed in sections below.

All quarterly comparisons are made between the three month period ended June 30, 2006 and the three month period ended June 30, 2005, unless otherwise indicated.

All year to date comparisons are made between the six month period ended June 30, 2006 and the six month period ended June 30, 2005, unless otherwise indicated.

Net interest income

Net interest income is comprised of interest income and past-due fees earned and deemed collectible from the Company’s loans and income earned on securities, less interest expense on interest-bearing deposits, senior and subordinated notes and other borrowings.

For the three and six month periods ended June 30, 2006, reported net interest income increased 37% and 39%, respectively, while average earning assets increased 53% in both the second quarter and year-to-date periods. Net interest income growth lagged earning asset growth due to declining loan yields, resulting from lower yielding loans added in connection with the Hibernia acquisition and organic growth in installment loans and auto loans, and a reduction in past-due fees resulting from the continued favorable credit environment. The reported net interest margin decreased 69 and 63 basis points for the three and six months periods ended June 30, 2006, respectively.

For additional information, see section XIII, Tabular Summary, Table A (Statements of Average Balances, Income and Expense, Yields and Rates) and Table B (Interest Variance Analysis).

Non-interest income

Non-interest income is comprised of servicing and securitizations income, service charges and other customer-related fees, interchange income and other non-interest income.

For the three and six month periods ended June 30, 2006, reported non-interest income increased 8% and 15%, respectively. The increase was due to increases in servicing and securitizations income, service charges and other customer-related fees, and other non-interest income. See detailed discussion of the components of non-interest income below.

Servicing and Securitizations Income

Servicing and securitizations income represents servicing fees, excess spread and other fees derived from the off-balance sheet loan portfolio, adjustments to the fair value of retained interests derived through securitization transactions, as well as gains and losses resulting from securitization and other sales transactions.

Servicing and securitizations income increased 3% and 13% for the three and six month periods ended June 30, 2006, respectively. These increases were primarily the result of 7% increases in the second quarter and year to date average off-balance sheet loan portfolio combined with increases in excess spread resulting from lower loan losses and increased recoveries in our domestic securitizations. The increase in servicing and securitizations income was offset by a $36.4 million write-down of retained interest related to the U.K. credit card securitization structure recognized in the second quarter of 2006 which resulted from the continued worsening of the U.K. loan loss outlook.

 

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Service Charges and Other Customer-Related Fees

Excluding $86.3 million and $167.7 million contributed by the National Bank for the three and six month periods ended June 30, 2006, respectively, service charges and other customer-related fees decreased 9% and 11% for the three and six month periods ended June 30, 2006, while the quarter-to-date and year-to-date average reported loan portfolio, exclusive of the National Bank, grew 12% and 11%, respectively. The lower growth in service charges and other customer-related fee income when compared to average reported loan growth is reflective of the reported loan growth being concentrated in the Auto Finance and Global Financial Services segments that generate lower fee income as well as a reduction in overlimit fees resulting from the favorable U.S. credit environment.

Interchange

Interchange income, net of rewards expense, decreased 1% and 2% for the three and six month periods ended June 30, 2006, respectively. This decrease is primarily related to an increase in costs associated with the Company’s rewards programs offset slightly by an increase in purchase volume. Continued expansion of the rewards program during 2006 resulted in reward costs increasing 19% and 16% for the three and six months ended June 30, 2006, respectively.

Other Non-Interest Income

Other non-interest income includes, among other items, commission and fees earned by the Company’s mortgage businesses, gains and losses on sales of securities, gains and losses associated with hedging transactions, service provider revenue generated by the Company’s healthcare finance business, gains on the sale of auto loans and income earned related to purchased charged-off loan portfolios.

Excluding $22.1 million and $42.7 million contributed by the National Bank, other non-interest income increased $23.9 million and $95.3 million for the three and six month periods ended June 30, 2006, respectively. The second quarter increase is primarily the result of a $20.5 million gain from the share redemption in connection with the MasterCard, Inc. initial public offering and a $14.6 million increase in revenue related to higher back end performance bonuses related to prior period auto loan sales compared to the same periods in the prior year, offset by a $20.8 million negative fair value adjustment on the derivatives instruments entered into in anticipation of the North Fork Bank acquisition. In addition to the above, the year to date increase, compared to the same period in the prior year, resulted from a $59.8 million gain from the sale of purchased charged-off loan portfolios in 2006, offset by a $12.4 million loss recorded in connection with the extinguishment of senior notes during the first quarter of 2005.

Provision for loan losses

The provision for loan losses increased 24% for the three month period ended June 30, 2006. The increase reflects a build in the allowance for loan losses to reflect the growth in the reported loan portfolio, the continued credit quality deterioration in the U.K., offset by a decrease in charge-offs resulting from the favorable credit environment in the U.S.

The provision for loan losses remained relatively stable for the six month period ended June 30, 2006. The build in the allowance for loan losses related to reported loan growth and credit quality issues in the U.K. were fully offset by a decrease in charge-offs in the U.S.

 

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Non-interest expense

Non-interest expense consists of marketing and operating expenses.

The 29% and 16% increases in marketing expense for the three and six month periods ended June 30, 2006, respectively, reflect origination opportunities in new and existing products and the conversion of Hibernia’s branches and products to the Capital One brand.

The 25% and 24% increases in operating expenses for the three and six month periods ended June 30, 2006 were driven primarily by the acquisition of Hibernia. The National Bank contributed $227.9 million and $448.1 million to operating expenses for the three and six month periods ended June 30, 2006, respectively. In addition, the Company made infrastructure investments which include the successful conversion to a new installment loan platform and our continued progress to convert to a new card holder platform. Although operating expenses increased for the three and six month periods ended June 30, 2006, operating expenses as a percentage of average managed assets for the three and six month periods ended June 30, 2006 fell 32 and 35 basis points, respectively, reflecting the Company’s improved operating efficiency.

Income taxes

The Company’s effective tax rate was 36.0% and 34.3% for the three and six month periods ended June 30, 2006, respectively, compared to 35.8% for both the same periods in the prior year. The effective rate includes state, federal and international income tax components. The slight increase in the rate for the three month period ended June 30, 2006 compared to the same period in the prior year was driven primarily by changes in the Company’s international tax positions. The decrease in the rate for the six month period ended June 30, 2006 compared to the same period in the prior year was primarily due to the resolution of certain tax issues and audits for the tax years 2000-2002 with the Internal Revenue Service during the first quarter of 2006.

Loan Portfolio Summary

The Company analyzes its financial performance on a managed loan portfolio basis. The managed loan portfolio is comprised of on-balance sheet and off-balance sheet loans. The Company has retained servicing rights for its securitized loans and receives servicing fees in addition to the excess spread generated from the off-balance sheet loan portfolio.

Average managed loans grew 29% and 28% for the three and six month periods ended June 30, 2006, respectively. The loan growth was primarily a result of growth in Auto Finance and Global Financial Services as well as the Hibernia acquisition which added $16.1 billion in loans.

For additional information, see section XIII, Tabular Summary, Table C (Managed Consumer Loan Portfolio).

Asset Quality

The Company’s credit risk profile is managed to maintain strong risk adjusted returns and diversification across the full credit spectrum and in each of its lending products. Certain lending products have, in some cases, higher expected delinquencies and charge-off rates. The costs associated with higher delinquency and charge-off rates are considered in the pricing of individual products.

Delinquencies

The Company believes delinquencies to be an indicator of loan portfolio credit quality at a point in time. The entire balance of an account is contractually delinquent if the minimum payment is not received by

 

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the payment due date. Delinquencies not only have the potential to impact earnings if the account charges off, but they also result in additional costs in terms of the personnel and other resources dedicated to resolving the delinquencies.

The 30-plus day delinquency rate for the reported and managed loan portfolio decreased 70 and 44 basis points, respectively, at June 30, 2006 compared to June 30, 2005. The reduction in the reported and managed loan 30-plus day delinquency rates reflects the Company’s continued asset diversification beyond U.S. credit cards to other assets with higher credit quality and overall improved collections experience.

For additional information, see section XIII, Tabular Summary, Table E (Delinquencies).

Net Charge-Offs

Net charge-offs include the principal amount of losses (excluding accrued and unpaid finance charges and fees and fraud losses) less current period principal recoveries. The Company charges off credit card loans at 180 days past the due date and generally charges off other consumer loans at 120 days past the due date or upon repossession of collateral. Costs to recover previously charged-off accounts are recorded as collection expenses in other non-interest expense. Non-collateralized bankruptcies are typically charged-off within 30 days.

The reported and managed net charge-off rates decreased 138 and 135 basis points, respectively, for the three months ended June 30, 2006. For the six month period ended June 30, 2006, the reported and managed net charge-off rates decreased 138 and 141 basis points, respectively. These decreases in net charge-off rates were driven primarily by a decrease in bankruptcy related charge-offs which continue to be lower than historical levels following the bankruptcy filing spike experienced in the fourth quarter of 2005 combined with an increase in recoveries.

For additional information, see section XIII, Tabular Summary, Table F (Net Charge-offs).

Nonperforming Assets

The Company assumed nonperforming assets in connection with the acquisition of Hibernia.

Nonperforming loans consist of nonaccrual loans (loans on which interest income is not currently recognized) and restructured loans (loans with below-market interest rates or other concessions due to the deteriorated financial condition of the borrower). Commercial and small business loans are placed in nonaccrual status at 90 days past due or sooner if, in management’s opinion, there is doubt concerning the ability to fully collect both principal and interest. Real estate secured consumer loans are placed in nonaccrual status at 180 days past due.

For additional information, see section XIII, Tabular Summary, Table G (Nonperforming Assets).

Allowance for loan losses

The allowance for loan losses is maintained at an amount estimated to be sufficient to absorb probable losses, net of principal recoveries (including recovery of collateral), inherent in the existing reported loan portfolio. The provision for loan losses is the periodic cost of maintaining an adequate allowance. Management believes that, for all relevant periods, the allowance for loan losses was adequate to cover anticipated losses in the total reported consumer loan portfolio under then current conditions, met applicable legal and regulatory guidance and was consistent with GAAP. There can be no assurance as to future credit losses that may be incurred in connection with the Company’s loan portfolio, nor can there be any assurance that the loan loss allowance that has been established by the Company will be sufficient to absorb such future credit losses. The allowance is a general allowance applicable to the

 

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reported consumer loan portfolio. The amount of allowance necessary is determined primarily based on a migration analysis of delinquent and current accounts, forward loss curves and historical loss trends. In evaluating the sufficiency of the allowance for loan losses, management also takes into consideration the following factors: recent trends in delinquencies and charge-offs including bankrupt, deceased and recovered amounts; forecasting uncertainties and size of credit risks; the degree of risk inherent in the composition of the loan portfolio; economic conditions; legal and regulatory guidance; credit evaluations and underwriting policies; seasonality; and the value of collateral supporting the loans.

The allowance for loan losses increased $90.0 million since March 31, 2006 driven primarily by growth in the reported loan portfolio and continued credit quality deterioration in the U.K, partially offset by strong credit performance in the U.S. businesses.

For additional information, see section XIII, Tabular Summary, Table H (Summary of Allowance for Loan Losses).

VI. Reportable Segment Summary

The Company manages its business as four distinct operating segments: U.S. Card, Auto Finance, Global Financial Services, and Banking. In the first quarter 2006, the Company added the Banking segment which represents legacy Hibernia business lines, excluding the indirect auto business which moved to the Auto Finance segment and including the Company’s legacy branchless deposit business which moved from the Other caption. The U.S. Card, Auto Finance, Global Financial Services, and Banking segments are considered reportable segments based on quantitative thresholds applied to the managed loan portfolio for reportable segments provided by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.

As management makes decisions on a managed basis within each segment, information about reportable segments is provided on a managed basis.

The Company maintains its books and records on a legal entity basis for the preparation of financial statements in conformity with GAAP. The following table presents information prepared from the Company’s internal management information system, which is maintained on a line of business level through allocations from legal entities.

 

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U.S. Card Segment

Table 2: U.S. Card

 

    

As of and for the

Three Months Ended June 30,

   

As of and for the

Six Months Ended June 30,

 

(Dollars in thousands)

   2006     2005     2006     2005  

Earnings (Managed Basis)

        

Interest income

   $ 1,628,144     $ 1,596,247     $ 3,342,703     $ 3,290,226  

Interest expense

     507,722       444,555       1,001,180       887,896  
                                

Net interest income

     1,120,422       1,151,692       2,341,523       2,402,330  

Non-interest income

     803,083       846,720       1,578,496       1,626,135  
                                

Total revenue

     1,923,505       1,998,412       3,920,019       4,028,465  

Provision for loan losses

     413,701       539,211       638,139       1,028,247  

Non-interest expense

     860,874       794,012       1,705,603       1,630,154  
                                

Income before taxes

     648,930       665,189       1,576,277       1,370,064  

Income taxes

     227,125       232,816       551,698       479,522  
                                

Net income

   $ 421,805     $ 432,373     $ 1,024,579     $ 890,542  
                                

Selected Metrics (Managed Basis)

        

Period end loans

   $ 48,736,483     $ 46,408,912     $ 48,736,483     $ 46,408,912  

Average loans

     47,856,045       46,504,945       48,035,986       47,027,255  

Loan yield

     13.61 %     13.73 %     13.92 %     13.99 %

Net charge-off rate

     3.29       4.90       3.11       4.81  

30+ day delinquency rate

     3.30       3.60       3.30       3.60  

Purchase volume(1)

   $ 20,878,732     $ 17,946,667     $ 38,894,401     $ 33,544,981  

Number of Accounts (000s)

     37,199       37,760       37,199       37,760  
                                

(1) Includes purchase transactions net of returns and excludes cash advance transactions.

The U.S. Card segment consists of domestic consumer credit card lending activities.

U.S. Card segment net income decreased 2% in the second quarter of 2006 compared to the second quarter of 2005 reflecting a decrease in revenue and higher non-interest expense offset by lower provision for loan losses. U.S. Card segment net income increased 15% for the six months ended June 30, 2006 compared to the same period in the prior year as a result of lower provision for loan losses offset by a decrease in revenue and increase in non-interest expense.

 

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Revenue declined slightly for the three and six month periods ended June 30, 2006, driven largely by the favorable credit environment in the U.S. which has resulted in lower past-due and overlimit fees.

Loans grew $2.3 billion, or 5%, since the second quarter of 2005. The Company is active across the credit card market. It focuses on opportunities, like rewards cards, that generate both economic returns and long term customer loyalty. The U.S. Card segment showed a 16% increase in purchase volume for both the three and six month periods ended June 30, 2006, reflecting the Company’s focus on the rewards segment.

Provision for loan losses decreased 23% and 38% for the three and six month periods ended June 30, 2006, respectively, as a result of improvements in credit quality metrics and decreases in bankruptcy related charge-offs which continue to be lower than historical levels following the bankruptcy spike experienced in the fourth quarter of 2005.

Non-interest expense increased 8% and 5% for the three and six month periods ended June 30, 2006, respectively, as a result of increased marketing expense to reflect origination opportunities in new and existing products. Operating expenses remained relatively stable year over year reflecting improved operating efficiencies offset by increased infrastructure investments.

 

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Auto Finance Segment

Table 3: Auto Finance

 

    

As of and for the

Three Months Ended June 30,

   

As of and for the

Six Months Ended June 30,

 

(Dollars in thousands)

   2006     2005     2006     2005  

Earnings (Managed Basis)

        

Interest income

   $ 563,734     $ 401,991     $ 1,100,391     $ 756,323  

Interest expense

     207,497       116,247       395,324       221,072  
                                

Net interest income

     356,237       285,744       705,067       535,251  

Non-interest income

     13,839       6,964       14,230       18,303  
                                

Total revenue

     370,076       292,708       719,297       553,554  

Provision for loan losses

     74,714       20,330       182,519       112,643  

Non-interest expense

     149,115       124,584       283,770       238,349  
                                

Income before taxes

     146,247       147,794       253,008       202,562  

Income taxes

     51,186       51,728       88,552       70,897  
                                

Net income

   $ 95,061     $ 96,066     $ 164,456     $ 131,665  
                                

Selected Metrics (Managed Basis)

        

Period end loans

   $ 20,558,455     $ 14,520,216     $ 20,558,455     $ 14,520,216  

Average loans

     20,187,631       13,993,998       19,815,457       13,414,580  

Loan Yield

     11.17 %     11.49 %     11.11 %     11.28 %

Net charge-off rate

     1.54       1.74       1.94       2.28  

30+ day delinquency rate

     4.55       4.09       4.55       4.09  

Auto loan originations(1)

   $ 3,107,409     $ 2,633,857     $ 6,047,949     $ 4,667,019  

Number of Accounts (000s)

     1,525       1,124       1,525       1,124  
                                

(1) Includes all organic auto loan originations and excludes auto loans added through acquisitions.

The Auto Finance segment consists of automobile and other motor vehicle financing activities.

Second quarter Auto Finance net income remained relatively stable compared to the second quarter in 2005 while net income increased 25% for the six months ended June 30, 2006 compared to the same period in the prior year as a result of growth in revenue offset by increases to the provision for loan losses and non-interest expense.

The increase in revenue and non-interest expense for the three and six month periods ended June 30, 2006 was driven by significant loan growth. The Auto Finance segment had 18% and 30% increases in auto loan originations for the three and six month periods ended June 30, 2006, respectively, in addition to the transfer of $2.9 billion of Hibernia’s indirect auto loans to the Auto Finance segment on January 1, 2006. Revenue also increased due to higher back end performance bonuses related to prior period auto loan sales compared to the same periods in the prior year.

The provision for loan losses for the three and six month periods ended June 30, 2006 increased primarily due to the significant growth in the loan portfolio offset by a reduction in the charge-off rate. The decrease in the charge-off rate was primarily driven by improved loan quality through the addition of Hibernia’s indirect auto loans and the runoff of the higher-loss Key Bank portfolio, which increased the Auto Finance segment mix of prime loans, favorable industry trends and decreases in bankruptcy related charge-offs which continue to be lower than historical levels following the bankruptcy filing spike experienced in the fourth quarter of 2005.

 

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Global Financial Services Segment

Table 4: Global Financial Services

 

    

As of and for the

Three Months Ended June 30,

   

As of and for the

Six Months Ended June 30,

 

(Dollars in thousands)

   2006     2005     2006     2005  

Earnings (Managed Basis)

        

Interest income

   $ 725,256     $ 642,481     $ 1,417,502     $ 1,276,207  

Interest expense

     279,804       230,656       533,801       451,649  
                                

Net interest income

     445,452       411,825       883,701       824,558  

Non-interest income

     297,080       265,499       580,432       499,340  
                                

Total revenue

     742,532       677,324       1,464,133       1,323,898  

Provision for loan losses

     296,614       256,766       513,979       445,082  

Non-interest expense

     365,149       378,278       695,321       729,754  
                                

Income before taxes

     80,769       42,280       254,833       149,062  

Income taxes

     29,614       15,621       90,134       51,975  
                                

Net income

   $ 51,155     $ 26,659     $ 164,699     $ 97,087  
                                

Selected Metrics (Managed Basis)

        

Period end loans

   $ 25,935,716     $ 22,053,145     $ 25,935,716     $ 22,053,145  

Average loans

     24,910,879       21,971,839       24,293,035       21,664,828  

Loan Yield

     11.58 %     11.67 %     11.61 %     11.76 %

Net charge-off rate

     3.90       3.89       3.77       3.72  

30+ day delinquency rate

     2.82       2.93       2.82       2.93  

Number of Accounts (000s)

     10,130       9,639       10,130       9,639  
                                

The Global Financial Services segment consists of international lending activities, small business lending, installment loans, home loans, healthcare financing and other consumer financial service activities.

Global Financial Services net income increased 92% and 70% for the three and six month periods ended June 30, 2006, respectively, as a result of increases in revenue and decreases to non-interest expense, offset by increases to the provision for loan losses. Total revenue increased 10% and 11% for the three and six month periods ended June 30, 2006, respectively, as a result of 13% and 12% growth in average loans for the same periods.

The provision for loan losses increased 16% and 15% and for the three and six month periods ended June 30, 2006, respectively, as a result of growth in the loan portfolio and continued credit quality deterioration in the U.K.

Non-interest expense decreased 3% and 5% for the three and six month periods ended June 30, 2006, respectively, as a result of improved operating efficiencies. Non-interest expense as a percentage of average managed loans improved 103 basis points to 5.86% for the quarter ended June 30, 2006 and improved 102 basis points to 5.72% for the year-to-date period ended June 30, 2006.

 

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Banking Segment

Table 5: Banking

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 

(Dollars in thousands)

   2006     2006  

Earnings (Managed Basis)

    

Interest income

   $ 682,679     $ 1,333,664  

Interest expense

     433,451       839,512  
                

Net interest income

     249,228       494,152  

Non-interest income

     114,039       218,524  
                

Total revenue

     363,267       712,676  

Provision for loan losses

     6,632       16,453  

Non-interest expense

     289,996       562,983  
                

Income before taxes

     66,639       133,240  

Income taxes

     23,324       46,634  
                

Net income

   $ 43,315     $ 86,606  
                

Selected Metrics (Managed Basis)

    

Period end loans

   $ 13,189,112     $ 13,189,112  

Average loans

     13,115,534       13,199,548  

Loan yield

     7.63 %     7.50 %

Net charge-off rate

     0.45       0.41  

30+ day delinquency rate

     0.38       0.38  

Core Deposits

   $ 27,857,265     $ 27,857,265  

Total Deposits

   $ 35,281,970     $ 35,281,970  

Number of ATMs

     705       705  

Number of locations

     324       324  
                

In the first quarter of 2006, the Company added a Banking segment which represents legacy Hibernia business lines, excluding their indirect auto business which moved to the Auto Finance segment and including the Company’s branchless deposits which moved from the Other caption. The Banking segment contributed $43.3 million and $86.6 million to net income during the three and six month periods ended June 30, 2006, respectively. The Banking segment ended the second quarter with $13.2 billion in loans and $35.3 billion in total deposits.

Deposits continue to exhibit strong growth in the Company’s Texas de novo branches, and modest growth in parts of Louisiana. However, this growth was not sufficient to offset the expected deposit attrition of hurricane related deposit growth experienced in those areas of Louisiana significantly impacted by last year’s hurricanes. Loans exhibited a similar effect, where loan growth was strong in the Company’s Texas de novo branches, modest in parts of Louisiana, and down in the areas significantly impacted by last year’s hurricanes.

 

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VII. Funding

Funding Availability

The Company has established access to a variety of funding sources. Table 6 illustrates the Company’s unsecured funding sources and its two auto securitization warehouses.

Table 6: Funding Availability

 

(in millions)

  

Effective/

Issue Date

   Availability (1)(5)    Outstanding   

Final

Maturity(4)

 

Senior and Subordinated Global Bank Note Program(2)

   1/03    $ 1,800    $ 3,178    —    

Senior Domestic Bank Note Program(3)

   4/97      —      $ 168    —    

Credit Facility

   6/04    $ 750      —      6/07  

Capital One Auto Loan Facility I

   —      $ 3,032    $ 268    —    

Capital One Auto Loan Facility II

   5/06    $ 1,124    $ 626    —    

Corporation Automatic Shelf Registration Statement

   5/06      *      N/A    * *

Bridge Loan Facility

   5/06    $ 3,866      —      5/07  

(1) All funding sources are non-revolving except for the Credit Facility and the Capital One Auto Loan Facilities. Funding availability under the credit facilities is subject to compliance with certain representations, warranties and covenants. Funding availability under all other sources is subject to market conditions.
(2) The notes issued under the Senior and Subordinated Global Bank Note Program may have original terms of thirty days to thirty years from their date of issuance. This program was updated in June 2005.
(3) The notes issued under the Senior Domestic Bank Note Program have original terms of one to ten years. The Senior Domestic Bank Note Program is no longer available for issuances.
(4) Maturity date refers to the date the facility terminates, where applicable.
(5) Availability does not include unused conduit capacity related to securitization structures of $6.4 billion at June 30, 2006.
* The Corporation and certain of its subsidiaries have registered an indeterminate amount of securities pursuant to the Automatic Shelf Registration Statement that are available for future issuance.
** Under SEC rules, the Automatic Shelf Registration Statement expires three years after filing. Accordingly, the Corporation must file a new Automatic Shelf Registration Statement at least once every three years.

The Senior and Subordinated Global Bank Note Program gives the Bank the ability to issue securities to both U.S. and non-U.S. lenders and to raise funds in U.S. and foreign currencies, subject to conditions customary in transactions of this nature.

Prior to the establishment of the Senior and Subordinated Global Bank Note Program, the Bank issued senior unsecured debt through an $8.0 billion Senior Domestic Bank Note Program. The Bank did not renew the Senior Domestic Bank Note Program for future issuances following the establishment of the Senior and Subordinated Global Bank Note Program.

In June 2004, the Company terminated its Domestic Revolving and Multicurrency Credit Facilities and replaced them with a new revolving credit facility (“Credit Facility”) providing for an aggregate of $750.0 million in unsecured borrowings from various lending institutions to be used for general corporate purposes. The Credit Facility is available to the Corporation, the Bank, the Savings Bank, and Capital One Bank (Europe), plc, subject to covenants and conditions customary in transactions of this type. The Corporation’s availability has been increased to $500.0 million under the Credit Facility. All borrowings under the Credit Facility are based upon varying terms of London Interbank Offering Rate (“LIBOR”).

 

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In April 2002, COAF entered into a revolving warehouse credit facility collateralized by a security interest in certain auto loan assets (the “Capital One Auto Loan Facility I”). As of June 30, 2006, the Capital One Auto Loan Facility I had the capacity to issue up to $3.3 billion in secured notes. The Capital One Auto Loan Facility I has multiple participants each with separate renewal dates. The facility does not have a final maturity date. Instead, each participant may elect to renew the commitment for another set period of time. Interest on the facility is based on commercial paper rates.

In March 2005, COAF entered into a revolving warehouse credit facility collateralized by a security interest in certain auto loan assets (the “Capital One Auto Loan Facility II”). As of June 30, 2006, the Capital One Auto Loan Facility II had the capacity to issue up to $1.8 billion in secured notes. The Capital One Auto Loan Facility II has multiple participants each with separate renewal dates. The facility does not have a final maturity date. Instead, the participant may elect to renew the commitment for another set period of time. Interest on the facility is based on commercial paper rates.

As of June 30, 2006, the Corporation had an effective automatic shelf registration statement under which the Corporation from time to time may offer and sell senior or subordinated debt securities, preferred stock, common stock, units and stock purchase contracts and other types of securities that may be added to the registration statement. The Corporation has the ability to issue an unlimited amount of securities under this registration statement.

In May 2006, the Company entered into a syndicated bridge loan facility (“the Facility”). The Facility is available to the Company to finance, on an interim basis, the cash consideration payable to shareholders of North Fork in connection with the acquisition. The Facility is available until May 7, 2007 and borrowing under the Facility will mature on the earlier of 364 days from the date of borrowing, or December 1, 2007. The Facility size will automatically decrease by the amount of proceeds received by the Company from the issuance of securities intended to fund the cash consideration of the acquisition. After the issuance of securities discussed below, $3.2 billion is available to the Company under the Facility.

In June 2006, the Company and Capital One Capital II, a subsidiary of the Company created as a Delaware statutory business trust, issued $345.0 million aggregate principal amount of 7.5% Enhanced TRUPS® that mature on June 15, 2066. The securities represent a preferred beneficial interest in the assets of the trust.

In July 2006, the Company and Capital One Capital III, a subsidiary of the Company created as a Delaware statutory business trust, issued $650.0 million aggregate principal amount of 7.686% Capital Securities that mature on August 15, 2036. The securities represent a preferred beneficial interest in the assets of the trust.

Deposits

The Company continues to expand its retail deposit gathering efforts through its direct marketing channels. Retail deposits are originated through the existing Capital One, National Association branch network, and through de novo branch expansion, and through direct marketed channels, such as the internet.

The Company’s branch network offers a broad set of deposit products that include demand deposits, money market deposits, NOW accounts, and certificates of deposits (“CDs”).

 

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As of June 30, 2006, the Company had $47.2 billion in deposits of which $3.4 billion were held in foreign banking offices and $9.9 billion represented large domestic denomination certificates of $100 thousand or more.

Table 7 shows the maturities of domestic time certificates of deposit in denominations of $100 thousand or greater (large denomination CDs) as of June 30, 2006.

Table 7: Maturities of Large Denomination Certificates—$100,000 or More

 

     June 30, 2006  

(Dollars in thousands)

   Balance    Percent  

Three months or less

   $ 1,964,466    19.89 %

Over 3 through 6 months

     1,091,850    11.06  

Over 6 through 12 months

     1,812,214    18.35  

Over 12 months through 10 years

     5,005,933    50.70  
             

Total

   $ 9,874,463    100.00 %
             

Table 8 shows the composition of average deposits for the periods presented.

Table 8: Deposit Composition and Average Deposit Rates

 

     Three Months Ended June 30,     Six Months Ended June 30,  
    

Average

Balance

  

% of

Deposits

   

Average

Deposit

Rate

   

Average

Balance

  

% of

Deposits

   

Average

Deposit

Rate

 

Non-interest bearing—domestic

   $ 4,384,834    9.29 %   N/A     $ 4,439,448    9.34 %   N/A  

NOW accounts

     597,406    1.26     2.71 %     584,863    1.23     2.52 %

Money market deposit accounts

     11,093,056    23.50     3.21       10,905,954    22.94     3.03  

Savings Accounts

     3,919,465    8.30     2.68       3,820,280    8.03     2.59  

Other consumer time deposits

     13,980,892    29.61     4.16       14,312,460    30.10     4.12  
                                      

Total core deposits

     33,975,653    71.96     3.58       34,063,005    71.64     3.49  

Public fund certificate of deposits of $100,000 or more

     971,511    2.06     4.67       967,866    2.04     4.47  

Certificates of deposit of $100,000 or more

     8,878,461    18.81     4.51       9,141,714    19.23     4.44  

Foreign time deposits - non-interest bearing

     27,421    0.06     N/A       27,760    0.06     N/A  

Foreign time deposits - interest-bearing

     3,355,924    7.11     4.77       3,341,931    7.03     4.71  
                                      

Total deposits

   $ 47,208,970    100.00 %   3.89 %   $ 47,542,276    100.00 %   3.81 %
                                      

VIII. Off-Balance Sheet Arrangements

Off-Balance Sheet Securitizations

The Company actively engages in off-balance sheet securitization transactions of loans for funding purposes. The Company receives the proceeds from third party investors for securities issued from the Company’s securitization vehicles which are collateralized by transferred receivables from the Company’s portfolio. Securities outstanding totaling $47.4 billion as of June 30, 2006, represent undivided interests in the pools of consumer loan receivables that are sold in underwritten offerings or in private placement transactions.

 

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The securitization of consumer loans has been a significant source of liquidity for the Company. Maturity terms of the existing securitizations vary from 2006 to 2025 and, for revolving securitizations, have accumulation periods during which principal payments are aggregated to make payments to investors. As payments on the loans are accumulated and are no longer reinvested in new loans, the Company’s funding requirements for such new loans increase accordingly. The Company believes that it has the ability to continue to utilize off-balance sheet securitization arrangements as a source of liquidity; however, a significant reduction or termination of the Company’s off-balance sheet securitizations could require the Company to draw down existing liquidity and/or to obtain additional funding through the issuance of secured borrowings or unsecured debt, the raising of additional deposits or the slowing of asset growth to offset or to satisfy liquidity needs.

Recourse Exposure

The credit quality of the receivables transferred is supported by credit enhancements, which may be in various forms including interest-only strips, subordinated interests in the pool of receivables, cash collateral accounts, cash reserve accounts and accrued interest and fees on the investor’s share of the pool of receivables. Some of these credit enhancements are retained by the seller and are referred to as retained residual interests. The Company’s retained residual interests are generally restricted or subordinated to investors’ interests and their value is subject to substantial credit, repayment and interest rate risks on transferred assets if the off-balance sheet loans are not paid when due. Securitization investors and the trusts only have recourse to the retained residual interests, not the Company’s assets. See the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Part I, Item 8 “Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 21” for quantitative information regarding retained interests.

Collections and Amortization

Collections of interest and fees received on securitized receivables are used to pay interest to investors, servicing and other fees, and are available to absorb the investors’ share of credit losses. For revolving securitizations, amounts collected in excess of that needed to pay the above amounts are remitted, in general, to the Company. Under certain conditions, some of the cash collected may be retained to ensure future payments to investors. For amortizing securitizations, amounts collected in excess of the amount that is used to pay the above amounts are generally remitted to the Company, but may be paid to investors in further reduction of their outstanding principal. See the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Part I, Item 8 “Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 21” for quantitative information regarding revenues, expenses and cash flows that arise from securitization transactions.

Securitization transactions may amortize earlier than scheduled due to certain early amortization triggers, which would accelerate the need for funding. Additionally, early amortization would have a significant impact on the ability of the Bank and Savings Bank to meet regulatory capital adequacy requirements as all off-balance sheet loans experiencing such early amortization would be recorded on the balance sheet and accordingly would require incremental regulatory capital. As of June 30, 2006, no early amortization events related to the Company’s off-balance sheet securitizations have occurred.

Letters of Credit and Financial Guarantees

The Company issues letters of credit and financial guarantees (“standby letters of credit”) whereby it agrees to honor certain financial commitments in the event its customers are unable to perform. The majority of the standby letters of credit consist of financial guarantees. 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 standby letters of credit and customer acceptances, and the results of these reviews are considered in assessing the adequacy of the Company’s allowance for loan losses.

 

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The Company had contractual amounts of standby letters of credit of $583.1 million at June 30, 2006. As of June 30, 2006, standby letters of credit had expiration dates ranging from 2006 to 2011. The fair value of the guarantees outstanding at June 30, 2006 that have been issued since January 1, 2003, was $2.8 million and was included in other liabilities.

IX. Capital

Capital Adequacy

The Company and the Bank are subject to capital adequacy guidelines adopted by the Federal Reserve Board (the “Federal Reserve”) while the Savings Bank is subject to capital adequacy guidelines adopted by the Office of Thrift Supervision (the “OTS”) and the National Bank is subject to capital adequacy guidelines adopted by the Office of the Comptroller of the Currency (the “OCC”) (collectively, the “Regulators”). The capital adequacy guidelines require the Company, the Bank, the Savings Bank and the National Bank to maintain specific capital levels based upon quantitative measures of their assets, liabilities and off-balance sheet items. In addition, the Bank, Savings Bank and National Bank must also adhere to the regulatory framework for prompt corrective action.

The most recent notifications received from the Regulators categorized the Bank, the Savings Bank and the National Bank as “well-capitalized.” As of June 30, 2006, the Company’s, the Bank’s, the Savings Bank’s and the National Bank’s capital exceeded all minimum regulatory requirements to which they were subject, and there were no conditions or events since the notifications discussed above that management believes would have changed either the Company, the Bank, the Savings Bank’s or the National Bank’s capital category.

 

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Table 9 – REGULATORY CAPITAL RATIOS

 

    

Regulatory

Filing

Basis

Ratios

   

Applying

Subprime

Guidance

Ratios

   

Minimum for Capital

Adequacy Purposes

   

To Be “Well Capitalized”

Under

Prompt Corrective Action

Provisions

 

June 30, 2006

        

Capital One Financial Corp.(1)

        

Tier 1 Capital

   16.10 %   14.44 %   4.00 %   N/A  

Total Capital

   18.30     16.53     8.00     N/A  

Tier 1 Leverage

   14.22     14.22     4.00     N/A  

Capital One Bank

        

Tier 1 Capital

   14.42 %   11.41 %   4.00 %   6.00 %

Total Capital

   18.53     14.88     8.00     10.00  

Tier 1 Leverage

   11.51     11.51     4.00     5.00  

Capital One, F.S.B.

        

Tier 1 Capital

   13.68 %   11.33 %   4.00 %   6.00 %

Total Capital

   14.95     12.59     8.00     10.00  

Tier 1 Leverage

   13.65     13.65     4.00     5.00  

Capital One, National Association

        

Tier 1 Capital

   10.44 %   N/A     4.00 %   6.00 %

Total Capital

   11.68     N/A     8.00     10.00  

Tier 1 Leverage

   7.30     N/A     4.00     5.00  
                        

June 30, 2005

        

Capital One Financial Corp.(1)

        

Tier 1 Capital

   19.59 %   17.08 %   4.00 %   N/A  

Total Capital

   22.09     19.40     8.00     N/A  

Tier 1 Leverage

   17.40     17.40     4.00     N/A  

Capital One Bank

        

Tier 1 Capital

   14.26 %   11.56 %   4.00 %   6.00 %

Total Capital

   18.39     15.11     8.00     10.00  

Tier 1 Leverage

   10.88     10.88     4.00     5.00  

Capital One, F.S.B.

        

Tier 1 Capital

   13.05 %   11.08 %   4.00 %   6.00 %

Total Capital

   14.34     12.36     8.00     10.00  

Tier 1 Leverage

   12.83     12.83     4.00     5.00  

(1) The regulatory framework for prompt corrective action is not applicable for bank holding companies.

The Bank and Savings Bank treat a portion of their loans as “subprime” under the “Expanded Guidance for Subprime Lending Programs” (the “Subprime Guidelines”) issued by the four federal banking

 

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agencies that comprise the Federal Financial Institutions Examination Council (“FFIEC”), and have assessed their capital and allowance for loan losses accordingly. Under the Subprime Guidelines, the Company, the Bank and Savings Bank each exceed the minimum capital adequacy guidelines as of June 30, 2006. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by the regulators that, if undertaken, could have a material effect on the Company’s consolidated financial statements.

For purposes of the Subprime Guidelines, the Company has treated as subprime all loans in the Bank’s and the Savings Bank’s targeted “subprime” programs to customers either with a FICO score of 660 or below or with no FICO score. The Bank and the Savings Bank hold on average 200% of the total risk-based capital charge that would otherwise apply to such assets. This results in higher levels of regulatory capital at the Bank and the Savings Bank.

Additionally, regulatory restrictions exist that limit the ability of the Bank, Savings Bank and National Bank to transfer funds to the Corporation. As of June 30, 2006, retained earnings of the Bank, the Savings Bank and the National Bank of $137.0 million, $467.7 million and $8.9 million, respectively, were available for payment of dividends to the Corporation without prior approval by the regulators.

Dividend Policy

Although the Company expects to reinvest a substantial portion of its earnings in its business, the Company also intends to continue to pay regular quarterly cash dividends on its common stock. The declaration and payment of dividends, as well as the amount thereof, are subject to the discretion of the Board of Directors of the Company and will depend upon the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. Accordingly, there can be no assurance that the Corporation will declare and pay any dividends. As a holding company, the ability of the Corporation to pay dividends is dependent upon the receipt of dividends or other payments from its subsidiaries. Applicable banking regulations and provisions that may be contained in borrowing agreements of the Corporation or its subsidiaries may restrict the ability of the Corporation’s subsidiaries to pay dividends to the Corporation or the ability of the Corporation to pay dividends to its stockholders.

X. Business Outlook

This business outlook section summarizes the Company’s expectations for earnings for 2006, and its primary goals and strategies for continued growth. The statements contained in this section are based on management’s current expectations. Certain statements are forward looking, and therefore actual results could differ materially from those in the Company’s forward looking statements. Factors that could materially influence results are set forth throughout this section and in Item 1A “Risk Factors.”

Expected Earnings

The Company expects diluted earnings per share of $7.40 to $7.80, including the expected impacts of an early fourth quarter close of the North Fork acquisition. This EPS guidance represents an increase of between 10% and 16% over its diluted earnings per share of $6.73 in 2005. The company also expects its managed loan growth rate to be between 7% and 9% and continued stability in ROA in 2006, including the acquisition of North Fork. The Company notes that market conditions on the day of close and the resultant impact on purchase accounting adjustments, in addition to the timing of the close, create significant uncertainty about the impact that North Fork will have on fourth quarter EPS and managed ROA metrics.

The Company’s earnings are a function of its revenues (net interest income and non-interest income), consumer usage, payment and attrition patterns, the credit quality and growth rate of its earning assets (which affect fees, charge-offs and provision expense), the growth rate of its branches and deposits, and

 

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the Company’s marketing and operating expenses. Specific factors likely to affect the Company’s 2006 earnings are the mix of loans in its portfolio, the level of off-balance sheet securitizations, changes in consumer or commercial payment behavior, the amount of and quality of deposits it generates, the competitive, legal, regulatory and reputational environment, the level of investments, growth in its businesses, and the health of the economy and its labor markets.

The Company expects to achieve these results based on the continued success of its business strategies and its current assessment of the competitive, regulatory and funding market environments that it faces (each of which is discussed elsewhere in this document), as well as the expectation that the geographies in which the Company competes will not experience significant consumer credit quality erosion, as might be the case in an economic downturn or recession.

Return on Managed Assets

The Company expects continued stability in its annual return on managed assets, generally consistent with 2004 and 2005 managed ROA of 1.73% and 1.72%, respectively, including the North Fork acquisition. The Company expects a decline in revenue margin, due to its bias towards lower loss assets, which is expected to be offset primarily by reductions in provision, marketing and operating expenses as a percent of assets. The Company also expects that its operating expenses in the second half of 2006 will be approximately $200 million higher than they were in the first half of 2006, due to a combination of infrastructure investments, most notably the portfolio conversion of its credit card processing to a Total Systems platform, as well as other infrastructure investments and generally higher operating costs associated with a growing business.

The Company’s objective is to continue expanding in consumer financial services, which may include expansion into additional geographic markets, additional bank branches, and other consumer loan products via organic growth and/or acquisitions of other companies. In each business line, the Company expects to apply its proprietary marketing capabilities to identify new product and new market opportunities, and to make investment decisions based on the Company’s extensive testing and analysis.

The Company’s lending and deposit products are subject to intense competitive pressures that management anticipates will continue to increase as its markets mature, and it could affect the economics of decisions that the Company has made or will make in the future in ways that it did not anticipate, test or analyze.

U.S. Card Segment

The Company’s U.S. Card segment consisted of $48.7 billion of managed U.S. consumer credit card loans as of June 30, 2006, marketed to consumers. The Company’s strategy for its U.S. Card segment is to offer compelling, value-added products to its customers.

The competitive environment is currently intense for credit card products. Industry mail volume has increased substantially in recent years, resulting in declines in response rates to the Company’s new customer solicitations over time. Additionally, the increase in other consumer loan products puts pressure on growth throughout the credit card industry. These competitive pressures remain significant as a result of, among other things, increasing consolidation within the industry. The industry’s response to this competitive pressure has been to increase mail volumes to record levels, and in some parts of the market, most notably, with respect to the prime revolver customers, offer products that appear to rely heavily on extremely low upfront pricing combined with extensive penalty repricing well beyond “go to” rates for profitability. In recent quarters, the Company has chosen to limit its marketing in those selected parts of the market because it believed the prevailing industry pricing practices will compromise both economic returns and customer loyalty over the long term. During this quarter, the Company began marketing new products in the prime segment. These new products are not dependent on extremely low upfront pricing combined with extensive penalty repricing well beyond “go to” rates to achieve profitability. The Company continues to believe that its marketing capabilities and credit risk management will enable it to originate new credit card accounts that exceed the Company’s return on investment requirements.

 

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Auto Finance Segment

The Company’s Auto Finance segment consisted of $20.6 billion of managed U.S. auto loans as of June 30, 2006, marketed across the full credit spectrum, via direct and dealer marketing channels.

The 2005 acquisitions of Onyx Acceptance Corporation, the Key Bank non-prime portfolio, and Hibernia, along with its auto lending business, have strengthened the Auto Finance segment’s competitive position. The acquisitions have enhanced our ability to lend across the entire credit spectrum and provided operating scale. The Company expects to integrate these businesses more fully in 2006, and realize cost efficiencies and marketing synergies that will drive originations growth.

The Company believes that its strong risk management skills, increasing operating scale, full credit spectrum product offerings and multi-channel marketing approach will enable it to continue to increase market share in the Auto Finance industry.

Global Financial Services Segment

The Global Financial Services segment consisted of $25.9 billion of managed loans as of June 30, 2006, including international lending activities, small business lending, installment loans, home loans, point of sale financing and other consumer financial service activities.

The Company continues to experience solid growth from all of its North American businesses. Challenges in the UK business continued to worsen in the quarter. The Company expects credit quality pressures in its U.K. business to continue in the near term. As a result of this continued pressure, the company added $37.5 million to the allowance for loan losses and added $5.4 million to its estimate of uncollectible finance charges and fees which reduced GFS net income for the quarter.

Banking

With the acquisition of Hibernia on November 16, 2005, Capital One entered the branch banking market. Beginning in the first quarter of 2006, a separate Banking segment for Capital One was reported.

The National Bank has experienced a significant increase in deposits since the Gulf Coast Hurricanes in August 2005. The increase is partially due to the inflow of relief and insurance to customers in the hurricane impacted areas of the National Bank’s market. The Company expects that many of these incremental deposits will run off over time as customers reinvest these funds in the recovery of the hurricane impacted areas.

The Company’s de novo branch expansion program is expected to be a sizable source of future deposit and loan growth. The Company opened 7 new branches during the second quarter of 2006, and continues to expect to open approximately 40 in full year 2006.

The Company continues to expect integration costs of around $90 million in 2006, and continues to expect total integration costs and operating synergies to be broadly in line with original estimates when the Hibernia transaction was announced in March 2005.

 

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In March 2006, the Company signed a definitive agreement to acquire North Fork Bancorporation, Inc. (“North Fork”), a bank holding company that offers a full range of banking products and financial services to both consumer and commercial customers. The Company expects to acquire North Fork in a stock and cash transaction valued on March 10, 2006, at approximately $14.6 billion. The transaction is subject to regulatory and Capital One’s and North Fork’s shareholder approvals and is expected to close in the fourth quarter of 2006.

XI. Supervision and Regulation

General

The Corporation is a bank holding company (“BHC”) under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”) (12 U.S.C. § 1842). The Corporation is subject to the requirements of the BHC Act, including its capital adequacy standards and limitations on the Corporation’s nonbanking activities, and to supervision, examination and regulation by the Federal Reserve Board (the “Federal Reserve”). Permissible activities for a BHC include those activities that are so closely related to banking as to be incident thereto such as consumer lending and other activities that have been approved by the Federal Reserve by regulation or order. Certain servicing activities are also permissible for a BHC if conducted for or on behalf of the BHC or any of its affiliates. Impermissible activities for BHCs include activities that are related to commerce such as retail sales of nonfinancial products. Under Federal Reserve policy, the Corporation is expected to act as a source of financial and managerial strength to any banks that it controls, including the Bank, the National Bank and the Savings Bank (the “Banks”), and to commit resources to support them.

The Corporation is also a “financial holding company” under the Gramm-Leach-Bliley Act amendments to the BHC Act (the “GLBA”). The GLBA removed many of the restrictions on the activities of BHCs that become financial holding companies. A financial holding company, and the non-bank companies under its control, are permitted to engage in activities considered financial in nature (including, for example, insurance underwriting, agency sales and brokerage, securities underwriting, dealing and brokerage and merchant banking activities); incidental to financial activities; or complementary to financial activities if the Federal Reserve determines that they pose no risk to the safety or soundness of depository institutions or the financial system in general.

The Corporation’s election to become a financial holding company under the GLBA certifies that the depository institutions the Corporation controls meet certain criteria, including capital, management and Community Reinvestment Act requirements. If the Corporation were to fail to continue to meet the criteria for financial holding company status, it could, depending on which requirements it failed to meet, face restrictions on new financial activities or acquisitions and/or be required to discontinue existing activities that are not generally permissible for bank holding companies.

The Bank is a banking corporation chartered under Virginia law and a member of the Federal Reserve System, the deposits of which are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) up to applicable limits. In addition to regulatory requirements imposed as a result of the Bank’s international operations (discussed below), the Bank is subject to comprehensive regulation and periodic examination by the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Bureau of Financial Institutions”), the Federal Reserve, the Federal Reserve Bank of Richmond (“FRB-R”) and the FDIC.

The National Bank is a nationally chartered bank, the deposits of which are insured by the Bank Insurance Fund of the FDIC up to applicable limits. The National Bank is subject to comprehensive regulation and periodic examination by the Office of the Comptroller of the Currency (the “OCC”) and the FDIC.

 

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The Savings Bank is a federal savings bank chartered by the Office of Thrift Supervision (the “OTS”) and is a member of the Federal Home Loan Bank System. Its deposits are insured by the Savings Association Insurance Fund of the FDIC up to applicable limits. The Savings Bank is subject to comprehensive regulation and periodic examination by the OTS and the FDIC.

On July 12, 2006 we filed an application with our banking regulators that, among other things, seeks approval to reorganize our legal entity structure by consolidating North Fork Bank and our Savings Bank into our National Bank.

The Corporation is also registered as a financial institution holding company under Virginia law and as such is subject to periodic examination by Virginia’s Bureau of Financial Institutions. The Corporation’s automobile financing activities, conducted by COAF and its subsidiaries, fall under the scrutiny of the Federal Reserve and the state agencies having supervisory authority under applicable sales finance laws or consumer finance laws in most states. The Corporation also faces regulation in the international jurisdictions in which it conducts business.

For additional information on the Company’s regulatory issues and activities, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Part I, Item 1, “Supervision and Regulation.”

International Regulation

The Bank faces regulation in foreign jurisdictions where it currently, and may, in the future, operate. Those regulations may be similar to or substantially different from the regulatory requirements the Bank faces in the United States. In the United Kingdom, the Bank operates through the U.K. Bank, which was established in 2000. The U.K. Bank is regulated by the Financial Services Authority (“FSA”) and licensed by the Office of Fair Trading (“OFT”). The U.K. Bank is an “authorized deposit taker” and thus is able to take consumer deposits in the U.K. The U.K. Bank has also been granted a full license by the OFT to issue consumer credit under the U.K.’s Consumer Credit Act—1974. The FSA requires the U.K. Bank to maintain certain regulatory capital ratios at all times, and it may modify those requirements at any time. The U.K. Bank obtains capital through earnings or through additional capital infusion from the Bank, subject to approval under Regulation K of the rules administered by the Federal Reserve. If the U.K. Bank is unable to generate or maintain sufficient capital in favorable terms, it may choose to restrict its growth to maintain its required capital levels. In addition, the U.K. Bank is limited by the U.K. Companies Act—1985 in its distribution of dividends to the Bank in that such dividends may only be paid out of the U.K. Bank’s “distributable profits.”

As in the U.S., in non-U.S. jurisdictions where the Company operates, the Company faces a risk that the laws and regulations that are applicable to it (or the interpretations of existing laws by relevant regulators) may change in ways that adversely impact the Company’s business. The OFT has concluded its industry wide investigation into alleged unfair contract terms in lending agreements and questioning how credit card companies calculate default charges, such as late, overlimit and returned check fees, in the U.K. The OFT has set out guidance on its view that default charges should cover only certain specified costs and it has issued guidance on what those costs may be. Specifically, the OFT has requested that the industry limit default fees to a maximum of twelve pounds sterling. The U.K. industry was given until June 28, 2006 to implement the OFT’s guidance and Capital One has taken steps to do so. The impact on the UK Bank depends on the success of actions the Company plans to take to mitigate the impact of this reduction. In addition, the OFT has confirmed that it will continue with its investigation into Visa’s and MasterCard’s current method of setting interchange fees applicable to UK domestic transactions. Cross-border interchange fees are also coming under scrutiny from the European Commission. While a final decision is not expected before early 2009, the most likely outcome is that interchange fees will be reduced and this could adversely affect the yield on U.K. credit card portfolios, including the Company’s, and could therefore adversely impact the Company’s earnings. Finally, in the United Kingdom, the Consumer Credit Act 2006 came into force on April 6, 2006. Consultation on its

 

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implementation and the issuance of the regulations under the Act is now underway, with the implementation timetable extending from 2006 to 2008. The Act covers the following areas: the creation of an “unfair relationship” test for credit agreements, the creation of alternative dispute resolution options for credit agreements, a requirement on lenders to provide annual statements to borrowers outlining the full amount owed and warnings about making only minimum repayments, and a stricter licensing regime that would give the OFT new powers to fine lenders for their behavior. At this time, the Company cannot predict the extent to which the changes in the Act and Regulations would impact us.

XII. Enterprise Risk Management

Risk is an inherent part of the Company’s business and activities. The Company has an ongoing Enterprise Risk Management (“ERM”) program designed to ensure appropriate and comprehensive oversight and management of risk. The ERM program operates at all levels in the Company: first, at the most senior levels with the Board of Directors and senior management committees that oversee risk and risk management practices; second, in the centralized departments headed by the Chief Risk Officer that establishes risk management methodologies, processes and standards; and third, in the individual business areas throughout the Company which own the management of risk and perform ongoing identification, assessment and response to risks. The Company’s Corporate Audit Services department also assesses risk and the related quality of internal controls and quality of risk management through its audit activities. To facilitate the effective management of risk, the Company utilizes a risk and control framework that includes eight categories of risk: credit, liquidity, market, operational, legal, strategic, reputation and compliance. For additional information on the Company’s ERM program, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Part I, Item 1, “Enterprise Risk Management”.

 

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XIII. Tabular Summary

TABLE A—STATEMENTS OF AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES

Table A provides average balance sheet data and an analysis of net interest income, net interest spread (the difference between the yield on earning assets and the cost of interest-bearing liabilities) and net interest margin for the three and six months ended June 30, 2006 and 2005.

 

     Three Months Ended June 30  
     2006     2005  

(Dollars in thousands)

  

Average

Balance

   

Income/

Expense

  

Yield/

Rate

   

Average

Balance

   

Income/

Expense

  

Yield/

Rate

 

Assets:

              

Earning assets

              

Consumer loans(1)

              

Domestic

   $ 44,670,021     $ 1,297,675    11.62 %   $ 31,025,308     $ 1,006,887    12.98 %

International

     3,718,870       105,066    11.30 %     4,357,947       114,506    10.51 %
                                          

Total consumer loans

     48,388,891       1,402,741    11.60 %     35,383,255       1,121,393    12.68 %
                                          

Small business loans

     6,627,218       143,795    8.68 %     2,854,208       68,705    9.63 %

Commercial loans

     3,817,267       70,401    7.38 %     —         —     
                                          

Total loans

     58,833,376       1,616,937    10.99 %     38,237,463       1,190,098    12.45 %

Securities available for sale

     14,364,402       167,804    4.67 %     9,592,645       91,245    3.80 %

Other

              

Domestic

     4,381,571       88,496    8.08 %     2,509,554       52,220    8.32 %

International

     1,446,352       23,920    6.62 %     1,354,268       18,337    5.42 %
                                          

Total Other

     5,827,923       112,416    7.72 %     3,863,822       70,557    7.30 %
                                          

Total earning assets

     79,025,701     $ 1,897,157    9.60 %     51,693,930     $ 1,351,900    10.46 %

Cash and due from banks

     1,416,944            661,023       

Allowance for loan losses

     (1,678,091 )          (1,439,532 )     

Premises and equipment, net

     1,419,151            807,871       

Other

     9,459,924            5,239,360       
                          

Total assets

   $ 89,643,629          $ 56,962,652       
                          

Liabilities and Equity:

              

Interest-bearing liabilities

              

Deposits

              

Domestic

   $ 40,524,921     $ 388,448    3.83 %   $ 23,754,986     $ 245,094    4.13 %

International

     2,271,794       27,784    4.89 %     2,636,247       34,344    5.21 %
                                          

Total Deposits

     42,796,715       416,232    3.89 %     26,391,233       279,438    4.24 %

Senior and subordinated notes

     5,576,041       84,707    6.08 %     6,987,888       104,593    5.99 %

Other borrowings

              

Domestic

     16,917,110       199,073    4.71 %     10,824,232       95,254    3.52 %

International

     11,163       63    2.26 %     14,723       112    3.04 %
                                          

Total Other borrowings

     16,928,273       199,136    4.71 %     10,838,955       95,366    3.52 %
                                          

Total interest-bearing liabilities

     65,301,029     $ 700,075    4.29 %     44,218,076     $ 479,397    4.34 %

Non-interest bearing deposits

     4,412,255            79,623       

Other

     4,348,898            3,739,610       
                          

Total liabilities

     74,062,182            48,037,309       

Equity

     15,581,447            8,925,343       
                          

Total liabilities and equity

   $ 89,643,629          $ 56,962,652       
                          

Net interest spread

        5.31 %        6.12 %
                      

Interest income to average earning assets

        9.60 %        10.46 %

Interest expense to average earning assets

        3.54 %        3.71 %
                      

Net interest margin

        6.06 %        6.75 %
                      

(1) Interest income includes past-due fees on loans of approximately $155.9 million and $192.9 million for the three months ended June 30, 2006 and 2005, respectively.

 

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     Six Months Ended June 30  
     2006     2005  

(Dollars in thousands)

  

Average

Balance

   

Income/

Expense

  

Yield/

Rate

   

Average

Balance

   

Income/

Expense

  

Yield/

Rate

 

Assets:

              

Earning assets

              

Consumer loans(1)

              

Domestic

   $ 44,416,078     $ 2,603,196    11.72 %   $ 31,081,806     $ 2,000,065    12.87 %

International

     3,694,428       205,582    11.13 %     4,381,605       239,180    10.92 %
                                          

Total consumer loans

     48,110,506       2,808,778    11.68 %     35,463,411       2,239,245    12.63 %
                                          

Small business loans

     6,519,383       282,298    8.66 %     2,790,225       134,889    9.67 %

Commercial loans

     3,859,917       138,483    7.18 %     —         —      —    
                                          

Total loans

     58,489,806       3,229,559    11.04 %     38,253,636       2,374,134    12.41 %

Securities available for sale

     14,703,054       332,904    4.53 %     9,623,370       181,409    3.77 %

Other

              

Domestic

     3,875,007       163,513    8.44 %     2,193,293       96,375    8.79 %

International

     1,448,708       49,763    6.87 %     1,289,985       36,250    5.62 %
                                          

Total Other

     5,323,715       213,276    8.01 %     3,483,278       132,625    7.61 %
                                          

Total earning assets

     78,516,575     $ 3,775,739    9.62 %     51,360,284     $ 2,688,168    10.47 %

Cash and due from banks

     1,648,909            1,055,882       

Allowance for loan losses

     (1,733,413 )          (1,475,040 )     

Premises and equipment, net

     1,315,270            818,472       

Other

     9,483,739            4,838,233       
                          

Total assets

   $ 89,231,080          $ 56,597,831       
                          

Liabilities and Equity:

              

Interest-bearing liabilities

              

Deposits

              

Domestic

   $ 40,770,540     $ 763,351    3.74 %   $ 23,471,479     $ 478,161    4.07 %

International

     2,304,530       56,490    4.90 %     2,553,543       65,302    5.11 %
                                          

Total Deposits

     43,075,070       819,841    3.81 %     26,025,022       543,463    4.18 %

Senior and subordinated notes

     5,835,435       179,061    6.14 %     6,946,848       219,073    6.31 %

Other borrowings

              

Domestic

     16,491,350       372,705    4.52 %     10,789,257       192,322    3.57 %

International

     12,318       173    2.81 %     14,018       286    4.08 %
                                          

Total Other borrowings

     16,503,668       372,878    4.52 %     10,803,275       192,608    3.57 %
                                          

Total interest-bearing liabilities

     65,414,173     $ 1,371,780    4.19 %     43,775,145     $ 955,144    4.36 %

Non-interest bearing deposits

     4,467,207            68,488       

Other

     4,252,920            4,339,123       
                          

Total liabilities

     74,134,300            48,182,756       

Equity

     15,096,780            8,415,075       
                          

Total liabilities and equity

   $ 89,231,080          $ 56,597,831       
                          

Net interest spread

        5.42 %        6.11 %
                      

Interest income to average earning assets

        9.62 %        10.47 %

Interest expense to average earning assets

        3.49 %        3.72 %
                      

Net interest margin

        6.12 %        6.75 %
                      

(1) Interest income includes past-due fees on loans of approximately $347.4 million and $403.6 million for the six months ended June 30, 2006 and 2005, respectively.

 

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TABLE B—INTEREST VARIANCE ANALYSIS

 

    

Three Months Ended

June 30, 2006 vs 2005

   

Six Months Ended

June 30, 2006 vs 2005

 

(Dollars in thousands)

  

Increase

(Decrease)

    Volume     Yield/ Rate    

Increase

(Decrease)

    Volume     Yield/ Rate  

Interest Income:

            

Consumer loans

            

Domestic

   $ 290,788     $ 916,900     $ (626,112 )   $ 603,131     $ 1,090,043     $ (486,912 )

International

     (9,440 )     (51,791 )     42,351       (33,598 )     (46,419 )     12,821  
                                                

Total

     281,348       849,534       (568,186 )     569,533       1,027,595       (458,062 )
                                                

Small business loans

     75,090       120,318       (45,228 )     147,409       188,939       (41,530 )

Commercial loans

     70,401       70,401       —         138,483       138,483       —    
                                                

Total loans

     426,839       1,265,635       (838,796 )     855,425       1,574,726       (719,301 )
                                                

Securities available for sale

     76,559       52,488       24,071       151,495       109,701       41,794  

Other

            

Domestic

     36,276       46,707       (10,431 )     67,138       78,381       (11,243 )

International

     5,583       1,312       4,271       13,513       4,814       8,699  
                                                

Total

     41,859       37,685       4,174       80,651       73,402       7,249  
                                                

Total interest income

     545,257       1,240,017       (694,760 )     1,087,571       1,699,796       (612,225 )

Interest Expense:

            

Deposits

            

Domestic

     143,354       256,693       (113,339 )     285,190       396,460       (111,270 )

International

     (6,560 )     (4,546 )     (2,014 )     (8,812 )     (6,183 )     (2,629 )
                                                

Total

     136,794       281,947       (145,153 )     276,378       413,068       (136,690 )
                                                

Senior notes

     (19,886 )     (30,151 )     10,265       (40,012 )     (34,240 )     (5,772 )

Other borrowings

            

Domestic

     103,819       64,925       38,894       180,383       119,710       60,673  

International

     (49 )     (24 )     (25 )     (113 )     (32 )     (81 )
                                                

Total

     103,770       64,862       38,908       180,270       119,660       60,610  
                                                

Total interest expense

     220,678       257,430       (36,752 )     416,636       524,004       (107,368 )
                                                

Net interest income

   $ 324,579     $ 871,205     $ (546,626 )   $ 670,935     $ 1,117,277     $ (446,342 )
                                                

(1) The change in interest due to both volume and rates has been allocated in proportion to the relationship of the absolute dollar amounts of the change in each. The changes in income and expense are calculated independently for each line in the table. The totals for the volume and yield/rate columns are not the sum of the individual lines.

 

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Table of Contents

TABLE C—MANAGED LOAN PORTFOLIO

 

     

Three Months Ended

June 30

(Dollars in thousands)

   2006    2005

Period-End Balances:

     

Reported loans:

     

Consumer loans:

     

Credit cards

     

Domestic

   $ 14,255,974    $ 14,083,674

International

     3,404,092      3,452,185
             

Total credit cards

     17,660,066      17,535,859

Installment loans

     

Domestic

     6,716,247      4,780,296

International

     627,735      565,090
             

Total installment loans

     7,343,982      5,345,386

Auto loans

     19,840,162      12,888,090

Mortgage loans

     5,020,962      —  
             

Total consumer loans

     49,865,172      35,769,335

Small business loans

     6,874,074      2,841,452

Commercial loans

     3,863,557      —  
             

Total reported loans

     60,602,803      38,610,787
             

Securitization Adjustments:

     

Consumer loans:

     

Credit cards

     

Domestic

     34,499,030      32,300,174

International

     7,279,059      6,410,107
             

Total credit cards

     41,778,089      38,710,281

Installment loans

     

Domestic

     2,883,261      2,275,835

International

     —        —  
             

Total installment loans

     2,883,261      2,275,835

Auto loans

     718,293      1,632,126

Mortgage loans

     —        —  
             

Total consumer loans

     45,379,643      42,618,242

Small business loans

     2,450,993      1,722,323

Commercial loans

     —        —  
             

Total securitization adjustments

     47,830,636      44,340,565
             

Managed loans:

     

Consumer loans:

     

Credit cards

     

Domestic

     48,755,004      46,383,848

International

     10,683,151      9,862,292
             

Total credit cards

     59,438,155      56,246,140

Installment loans

     

Domestic

     9,599,508      7,056,131

International

     627,735      565,090
             

Total installment loans

     10,227,243      7,621,221

Auto loans

     20,558,455      14,520,216

Mortgage loans

     5,020,962      —  
             

Total consumer loans

     95,244,815      78,387,577

Small business loans

     9,325,067      4,563,775

Commercial loans

     3,863,557      —  
             

Total managed loans

   $ 108,433,439    $ 82,951,352
             

 

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Table of Contents
    

Three Months Ended

June 30

(Dollars in thousands)

   2006    2005

Average Balances:

     

Reported loans:

     

Consumer loans:

     

Credit cards

     

Domestic

   $ 13,940,706    $ 14,198,506

International

     3,122,612      3,793,973
             

Total credit cards

     17,063,318      17,992,479

Installment loans

     

Domestic

     6,289,439      4,633,497

International

     596,258      563,974
             

Total installment loans

     6,885,697      5,197,471

Auto loans

     19,367,480      12,193,305

Mortgage loans

     5,072,396      —  
             

Total consumer loans

     48,388,891      35,383,255

Small business loans

     6,627,218      2,854,208

Commercial loans

     3,817,267      —  
             

Total reported loans

     58,833,376      38,237,463
             

Securitization Adjustments:

     

Consumer loans:

     

Credit cards

     

Domestic

     33,947,926      32,166,842

International

     7,155,567      6,418,151
             

Total credit cards

     41,103,493      38,584,993

Installment loans

     

Domestic

     2,881,616      2,275,124

International

     —        —  
             

Total installment loans

     2,881,616      2,275,124

Auto loans

     820,151      1,800,693

Mortgage loans

     —        —  
             

Total consumer loans

     44,805,260      42,660,810

Small business loans

     2,451,258      1,573,555

Commercial loans

     —        —  
             

Total securitization adjustments

     47,256,518      44,234,365
             

Managed loans:

     

Consumer loans:

     

Credit cards

     

Domestic

     47,888,632      46,365,348

International

     10,278,179      10,212,124
             

Total credit cards

     58,166,811      56,577,472

Installment loans

     

Domestic

     9,171,055      6,908,621

International

     596,258      563,974
             

Total installment loans

     9,767,313      7,472,595

Auto loans

     20,187,631      13,993,998

Mortgage loans

     5,072,396      —  
             

Total consumer loans

     93,194,151      78,044,065

Small business loans

     9,078,476      4,427,763

Commercial loans

     3,817,267      —  
             

Total

   $ 106,089,894    $ 82,471,828
             

 

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Table of Contents
    

Six Months Ended

June 30

(Dollars in thousands)

   2006    2005

Average Balances:

     

Reported loans:

     

Consumer loans:

     

Credit cards

     

Domestic

   $ 14,254,020    $ 14,947,347

International

     3,119,895      3,844,364
             

Total credit cards

     17,373,915      18,791,711

Installment loans

     

Domestic

     6,129,167      4,580,630

International

     574,533      537,241
             

Total installment loans

     6,703,700      5,117,871

Auto loans

     18,896,917      11,553,829

Mortgage loans

     5,135,974      —  
             

Total consumer loans

     48,110,506      35,463,411

Small business loans

     6,519,383      2,790,225

Commercial loans

     3,859,917      —  
             

Total reported loans

     58,489,806      38,253,636
             

Securitization Adjustments:

     

Consumer loans:

     

Credit cards

     

Domestic

     33,805,921      32,089,346

International

     7,024,773      6,195,952
             

Total credit cards

     40,830,694      38,285,298

Installment loans

     

Domestic

     2,788,942      2,226,893

International

     —        —  
             

Total installment loans

     2,788,942      2,226,893

Auto loans

     918,540      1,860,751

Mortgage loans

     —        —  
             

Total consumer loans

     44,538,176      42,372,942

Small business loans

     2,326,153      1,488,252

Commercial loans

     —        —  
             

Total securitization adjustments

     46,864,329      43,861,194
             

Managed loans:

     

Consumer loans:

     

Credit cards

     

Domestic

     48,059,941      47,036,693

International

     10,144,668      10,040,316
             

Total credit cards

     58,204,609      57,077,009

Installment loans

     

Domestic

     8,918,109      6,807,523

International

     574,533      537,241
             

Total installment loans

     9,492,642      7,344,764

Auto loans

     19,815,457      13,414,580

Mortgage loans

     5,135,974      —  
             

Total consumer loans

     92,648,682      77,836,353

Small business loans

     8,845,536      4,278,477

Commercial loans

     3,859,917      —  
             

Total

   $ 105,354,135    $ 82,114,830
             

 

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Table of Contents

TABLE D—COMPOSITION OF REPORTED LOAN PORTFOLIO

 

     As of June 30  
     2006     2005  

(Dollars in thousands)

   Loans   

% of

Total
Loans

    Loans   

% of

Total
Loans

 

Reported:

          

Consumer loans

   $ 49,865,172    82.28 %   $ 35,769,335    92.64 %

Small business loans

     6,874,074    11.34 %     2,841,452    7.36 %

Commercial loans

     3,863,557    6.38 %     —      —    
                          

Total

   $ 60,602,803    100.00 %   $ 38,610,787    100.00 %
                          

TABLE E—DELINQUENCIES

Table E shows the Company’s loan delinquency trends for the periods presented on a reported and managed basis.

 

     As of June 30  
     2006     2005  

(Dollars in thousands)

   Loans   

% of

Total
Loans

    Loans   

% of

Total
Loans

 

Reported:

          

Loans outstanding

   $ 60,602,803    100.00 %   $ 38,610,787    100.00 %

Loans delinquent:

          

30-59 days

     997,496    1.65 %     739,705    1.92 %

60-89 days

     376,485    0.62 %     301,974    0.78 %

90-119 days

     208,977    0.34 %     172,150    0.44 %

120-149 days

     100,449    0.16 %     99,206    0.26 %

150 or more days

     88,784    0.15 %     86,517    0.22 %
                          

Total

   $ 1,772,191    2.92 %   $ 1,399,552    3.62 %
                          

Loans delinquent by geographic area:

          

Domestic

   $ 1,675,540    2.96 %   $ 1,298,283    3.75 %

International

     96,651    2.40 %     101,269    2.52 %

Managed:

          

Loans outstanding

   $ 108,433,439    100.00 %   $ 82,951,352    100.00 %

Loans delinquent:

          

30-59 days

     1,560,217    1.44 %     1,302,901    1.57 %

60-89 days

     711,829    0.66 %     630,898    0.76 %

90-119 days

     471,946    0.43 %     423,919    0.51 %

120-149 days

     301,476    0.28 %     288,842    0.35 %

150 or more days

     260,925    0.24 %     246,299    0.30 %
                          

Total

   $ 3,306,393    3.05 %   $ 2,892,859    3.49 %
                          

 

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Table of Contents

TABLE F—NET CHARGE-OFFS

Table F shows the Company’s net charge-offs for the periods presented on a reported and managed basis.

 

    

Three Months Ended

June 30

   

Six Months Ended

June 30

 

(Dollars in thousands)

   2006     2005     2006     2005  

Reported:

        

Average loans outstanding

   $ 58,833,376     $ 38,237,463     $ 58,489,806     $ 38,253,636  

Net charge-offs

     295,844       324,048       596,311       654,318  

Net charge-offs as a percentage of average loans outstanding

     2.01 %     3.39 %     2.04 %     3.42 %
                                

Managed:

        

Average loans outstanding

   $ 106,089,894     $ 82,471,828     $ 105,354,135     $ 82,114,830  

Net charge-offs

     729,010       844,610       1,421,513       1,688,541  

Net charge-offs as a percentage of average loans outstanding

     2.75 %     4.10 %     2.70 %     4.11 %
                                

 

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TABLE G—NONPERFORMING ASSETS

Table G shows a summary of nonperforming assets for the period indicated.

 

    

As of June 30,

2006

Nonaccrual loans:

  

Consumer

   $ 33,618

Small business

     22,004

Commercial

     34,918
      

Total nonperforming loans

     90,540

Foreclosed assets

     6,705

Excess bank-owned property

     1,036
      

Total nonperforming assets

   $ 98,281
      

(1) The Company assumed nonperforming assets in connection with the Hibernia acquisition and therefore did not have any nonperforming assets prior to December 31, 2005.

 

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TABLE H—SUMMARY OF ALLOWANCE FOR LOAN LOSSES

Table H sets forth activity in the allowance for loan losses for the periods indicated.

 

    

Three Months Ended

June 30

   

Six Months Ended

June 30

 

(Dollars in thousands)

   2006     2005     2006     2005  

Balance at beginning of period

   $ 1,675,000     $ 1,440,000     $ 1,790,000     $ 1,505,000  

Provision for loan losses:

        

Domestic

     289,724       236,576       398,246       449,265  

International

     72,721       55,024       134,469       101,966  
                                

Total provision for loan losses

     362,445       291,600       532,715       551,231  
                                

Acquisitions

     —         —         —         7,757  

Other

     10,520       (2,552 )     11,434       (4,670 )

Charge-offs:

        

Consumer loans:

        

Domestic

     (321,912 )     (356,068 )     (665,317 )     (721,620 )

International

     (59,755 )     (45,673 )     (114,083 )     (91,668 )
                                

Total consumer loans

     (381,667 )     (401,741 )     (779,400 )     (813,288 )

Small business loans

     (35,490 )     (36,196 )     (64,607 )     (70,191 )

Commercial loans

     (1 )     —         (70 )     —    
                                

Total charge-offs

     (417,158 )     (437,937 )     (844,077 )     (883,479 )
                                

Principal recoveries:

        

Consumer loans:

        

Domestic

     113,714       97,475       236,336       196,346  

International

     12,073       10,662       23,646       21,567  
                                

Total consumer loans

     125,787       108,137       259,982       217,913  

Small business loans

     8,330       5,752       14,736       11,248  

Commercial loans

     76       —         210       —    
                                

Total principal recoveries

     134,193       113,889       274,928       229,161  
                                

Net charge-offs

     (282,965 )     (324,048 )     (569,149 )     (654,318 )
                                

Balance at end of period

   $ 1,765,000     $ 1,405,000     $ 1,765,000     $ 1,405,000  
                                

Allowance for loan losses to loans at end of period

     2.91 %     3.64 %     2.91 %     3.64 %
                                

Allowance for loan losses by geographic distribution:

        

Domestic

   $ 1,558,919     $ 1,232,438     $ 1,558,919     $ 1,232,438  

International

     206,081       172,562       206,081       172,562  
                                

Allowance for loan losses by loan category:

        

Consumer loans:

        

Domestic

   $ 1,319,607     $ 1,117,221     $ 1,319,607     $ 1,117,221  

International

     206,081       172,562       206,081       172,562  
                                

Total consumer loans

     1,525,688       1,289,783       1,525,688       1,289,783  

Small business loans

     187,333       115,217       187,333       115,217  

Commercial loans

     41,400       —         41,400       —    

Unallocated

     10,579       —         10,579       —    
                                

Total loans

   $ 1,765,000     $ 1,405,000     $ 1,765,000     $ 1,405,000  
                                

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The information called for by this item is provided under the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, Item 7A “Quantitative and Qualitative Disclosures about Market Risk”. No material changes have occurred during the three and six month periods ended June 30, 2006.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures.

The Corporation’s management carried out an evaluation of the effectiveness of the design and operation of the Corporation’s disclosure controls and internal controls and procedures as of June 30, 2006, pursuant to Exchange Act Rules 13a-14 and 13a-15. These controls and procedures for financial reporting are the responsibility of the Corporation’s management. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to the Corporation (including consolidated subsidiaries) required to be included in the Corporation’s periodic filings with the Securities and Exchange Commission. The Corporation has established a Disclosure Committee consisting of members of senior management to assist in this evaluation.

 

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Part II. Other Information

Item 1. Legal Proceedings.

The information required by Item 1 is included in this Quarterly Report under the heading “Notes to Condensed Consolidated Financial Statements – Note 8– Commitments and Contingencies.”

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking statements. We also may make written or oral forward-looking statements in our periodic reports to the Securities and Exchange Commission on Forms 10-K and 8-K, in our annual report to shareholders, in our proxy statements, in our offering circulars and prospectuses, in press releases and other written materials and in statements made by our officers, directors or employees to third parties. Statements that are not about historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information relating to our future earnings per share, growth in managed loans outstanding, product mix, segment growth, managed revenue margin, funding costs, operations costs, employment growth, marketing expense, delinquencies and charge-offs. Forward-looking statements also include statements using words such as “expect,” “anticipate,” “hope,” “intend,” “plan,” “believe,” “estimate” or similar expressions. We have based these forward-looking statements on our current plans, estimates and projections, and you should not unduly rely on them.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risks discussed below. Our future performance and actual results may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the factors discussed below in evaluating these forward-looking statements.

This section highlights specific risks that could affect our business and us. Although we have tried to discuss key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. In addition to the factors discussed elsewhere in this report, among the other factors that could cause actual results to differ materially are the following:

We Face Intense Competition in All of Our Markets

We face intense competition from many other providers of credit cards, automobile loans, branch retail banking services and other consumer financial products and services. In particular, in our credit card activities, we compete with international, national, regional and local bank card issuers, with other general purpose credit or charge card issuers, and to a certain extent, issuers of smart cards and debit cards. Our credit card business also competes with providers of other types of financial services and consumer loans such as home equity lines and other mortgage related products that offer consumer debt consolidation. Thus, the cost to acquire new accounts will continue to vary among product lines and may rise. Other companies may compete with us for customers by offering lower initial interest rates and fees, higher credit limits and/or customer services or product features that are or may appear to be more attractive than those we offer. Because customers often choose credit card issuers (or other sources of financing) based on price (primarily interest rates and fees), credit limit and other product features, customer loyalty is limited. In addition, intense competition may lead to product and pricing practices that may adversely impact long-term customer loyalty; we may choose to not engage in such practices, which may adversely impact our ability to compete, particularly in the short term. Increased competition has resulted in, and may continue to cause, a decrease in credit card response rates and reduced productivity of marketing dollars invested in certain lines of business. Competition may also have an impact on customer attrition as our customers accept offers from other credit card lenders and/or providers of other consumer lending products, such as home equity financing.

 

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Our other consumer lending businesses, including auto lending, small business lending, home loan lending, installment lending, our commercial lending businesses, and our businesses in international markets also compete on a similar variety of factors, including price, product features and customer service. These businesses may also experience a decline in marketing efficiency and/or an increase in customer attrition. Finally, our banking business competes with national and state banks for deposits, loans, and trust accounts, and also competes with other financial services companies in offering various types of financial services.

Some of our competitors may be substantially larger than we are, which may give those competitors advantages, including a more diversified product and customer base, operational efficiencies, broad-based local distribution capabilities, lower-cost funding and more versatile technology platforms. These competitors may also consolidate with other financial institutions in ways that enhance these advantages and intensify our competitive environment.

In such a competitive environment, we may lose entire accounts, or may lose account balances, to competing financial institutions, or 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, customer attrition from our deposit products, in addition to an increase of rates and/or services that we may undertake to retain those deposits, may increase our expenses and therefore reduce our earnings. We expect that competition will continue to grow more intensely with respect to most of our products, including our diversified products and the products we offer internationally.

We May Experience Increased Delinquencies and Credit Losses

Like other lenders, we face the risk that our customers will not repay their loans. Rising losses or leading indicators of rising losses (higher delinquencies or bankruptcy rates; lower collateral values) may require us to increase our allowance for loan losses and may degrade our profitability if we are unable to raise revenue or reduce costs to compensate for higher losses. The favorable credit environment we experienced in the first half of the year may not continue. In particular, we face the following risks in this area:

 

    Missed Payments. We face the risk that customers will miss payments. Loan charge-offs are generally preceded by missed payments or other indications of worsening financial condition. Our reported delinquency levels measure these trends. In some instances, customers declare bankruptcy without first missing payments. We usually charge-off at least a portion of a customer’s outstanding loan balance in the case of bankruptcy. Our bankruptcy experience is generally correlated with national bankruptcy filing trends.

 

    Collateral. We face the risk that collateral, when we have it, will be insufficient to compensate us for loan losses. When customers default on their loans and we have collateral, we attempt to seize it. 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. Our automobile loans are subject to collateral risk through declining used car prices. Our commercial and real-estate exposures are also subject to collateral risk, especially those that were affected by the Gulf Coast hurricanes.

 

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    Estimates of future losses. We face the risk that we may underestimate our future losses and fail to hold a loan loss allowance sufficient to account for these losses. We update our forecast of future losses and analyze certain scenarios each quarter. We incorporate these estimates into our financial plans, strategies, loan loss allowance, and forward looking statements. These estimates are based on observed trends in delinquency, charge-offs, bankruptcies, and collateral recoveries; on our marketing strategies and underwriting models; and on our views about future economic, interest rate, and competitive conditions. Incorrect assumptions could lead to material underestimates of future losses and inadequate allowance for loan losses. In addition, our estimate of future losses impacts the amount of reserves we build to account for those losses. The build or release of reserves impacts our current financial results.

 

    Underwriting. We face the risk that our ability to assess the credit worthiness of our customers may diminish. We market our products to a wide range of customers including those with less experience with credit products and those with a history of missed payments. We select our customers, manage their accounts and establish prices and credit limits using proprietary models and other techniques designed to predict future charge-offs. Our goal is to set prices and credit limits such that we are appropriately compensated for the credit risk we accept for both high and low risk customers. If the models and approaches we use to select, manage, and underwrite our customers become less predictive of future charge-offs (due, for example, to changes in the competitive environment or in the economy), our credit losses and returns may deteriorate.

 

    Business mix. We face the risk that our business mix will change in ways that could adversely affect credit losses. We participate in a mix of businesses with a broad range of credit loss characteristics. Consequently, changes in segment mix may change our charge-off rate. In addition, significant changes in our organic growth rate may change our charge-off rate since young accounts tend to have lower charge-offs than older accounts (i.e. slower organic growth may drive a higher charge-off rate).

 

    Charge-off recognition. We face the risk that the rules governing charge-off recognition could change. We record charge-offs according to accounting practices consistent with accounting and regulatory guidelines and rules. These guidelines and rules, including among other things, the FFIEC Account Management Guidance, could change and cause our charge-offs to increase for reasons unrelated to the underlying performance of our portfolio.

 

    Industry practices. We face the risk that our charge-off and delinquency rates may be impacted by industry developments. For example, actions by our competitors to change minimum payment practices in response to advice from the regulators regarding the application of FFIEC Account Management Guidance may adversely impact industry charge-off and delinquency rates and, in turn, our rates.

We Face Risk From Economic Downturns

Delinquencies and credit losses in the consumer finance industry generally increase during economic downturns or recessions. Likewise, consumer demand may decline during an economic downturn or recession. In the United States, we face the risk that the effects of higher energy costs, higher interest rates and pressure on housing prices may place added strain on consumers’ ability to sustain their recent strong credit performance. Accordingly, an economic downturn in the United States (either local or national), can hurt our financial performance as accountholders default on their loans or, in the case of

 

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credit card accounts, carry lower balances and reduce credit card purchase activity. Furthermore, because our business model is to lend across the credit spectrum, we make loans to lower credit quality customers. These customers generally have higher rates of charge-offs and delinquencies than do higher credit quality customers. Additionally, we face the risk that the downturn in consumer credit in the United Kingdom may continue to worsen which could also hurt our financial performance.

We Face Strategic Risks in Sustaining Our Growth and Pursuing Diversification

Our growth strategy has multiple components. First, we seek to continue to grow our established businesses, such as our domestic credit card and automobile finance businesses. Second, we hope to continue to diversify our business, both geographically and in product mix. We seek to do this by identifying, pursuing and expanding new business opportunities, such as branch banking and other consumer loan products, and by growing our lending businesses internationally, principally in the United Kingdom and Canada. Our acquisition of Hibernia enabled us to expand into the branch banking business, which we believe can be a growth business for the Company, and is a key component of our ongoing diversification strategy. Our agreement to acquire North Fork Bancorporation, Inc. (“North Fork”) continues us on that strategic path. Our ability to continue to grow is driven by the success of our fundamental business plan, the level of our investments in new businesses or regions and our ability to apply our risk management skills to new businesses. This risk has many components, including:

 

    Customer and Account Growth. Our growth is highly dependent on our ability to retain existing customers and attract new ones, grow existing and new account balances, develop new market segments and have sufficient funding available for marketing activities to generate these customers and account balances. Our ability to grow and retain customers is also dependent on customer satisfaction, which may be adversely affected by factors outside of our control, such as postal service and other marketing and customer service channel disruptions and costs.

 

    Product and Marketing Development. Difficulties or delays in the development, production, testing and marketing of new products or services, which may be caused by a number of factors including, among other things, operational constraints, technology functionality, regulatory and other capital requirements and legal difficulties, will affect the success of such products or services and can cause losses arising from the costs to develop unsuccessful products and services, as well as decreased capital availability. In addition, customers may not accept the new products and services offered.

 

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    Diversification Risk. An important element of our strategy is our effort to continue diversifying beyond our U.S. credit card business. Our ability to successfully diversify is impacted by a number of factors, including: successfully integrating acquired businesses, including Hibernia and North Fork, developing and executing strategies to grow our existing consumer financial services businesses, identifying appropriate acquisition targets, entering into successful negotiations with such targets and executing on acquisition transactions, and our financial ability to undertake these diversification activities. As a regulated financial institution, our pursuit of attractive acquisition opportunities could be negatively impacted due to regulatory delays or other regulatory issues. Regulatory and/or legal issues relating to the pre-acquisition operations of an acquired business may harm our reputation following the acquisition and integration of the acquired business into ours and may result in additional future costs and expenses arising as a result of those issues. In addition, part of our diversification strategy has been to grow internationally. Our growth internationally faces additional challenges, including changing regulatory and legislative environments, political developments, possible economic downturns in other countries, exchange rates and differences from the historical experience of portfolio performance in the United States and other countries.

We May Fail To Realize All of the Anticipated Benefits of our Merger with Hibernia Corporation

The success of the merger will depend, in part, on our ability to realize the anticipated benefits from combining the businesses of Capital One and Hibernia. However, to realize these anticipated benefits, we must successfully combine the businesses of Capital One and Hibernia. If we are not able to achieve these objectives, the anticipated benefits of the merger, such as cost savings and other synergies, may not be realized fully or at all or may take longer to realize than expected.

Prior to the completion of the merger, Capital One and Hibernia operated independently. It is possible that the ongoing integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on the Company during such transition period. The acquisition of Hibernia also involves our entry into new businesses and new geographic or other markets, this present risks resulting from our relative inexperience in these new areas.

We Face the Risk of a Complex and Changing Regulatory and Legal Environment

We operate in a heavily regulated industry and are therefore subject to a wide array of banking, consumer lending and deposit laws and regulations that apply to almost every element of our business. Failure to comply with these laws and regulations could result in financial, structural and operational penalties, including receivership. In addition, establishing systems and processes to achieve compliance with these laws and regulations, may increase our costs and/or limit our ability to pursue certain business opportunities. As our business grows in size and complexity, including as we grow by acquisition, establishing systems and processes to achieve compliance may become more difficult and costly. See “Supervision and Regulation” above.

Federal and state laws and regulations, as well as laws and regulations to which we are subject in foreign jurisdictions in which we conduct business, significantly limit the types of activities in which we may engage. For example, federal and state consumer protection laws and regulations, and laws and regulations of foreign jurisdictions where we conduct business, limit the manner in which we may offer and extend credit. From time to time, the U.S. Congress, the states and foreign governments consider

 

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changing these laws and may enact new laws or amend existing laws and regulatory authorities may issue new regulations. Such new laws or regulations could limit the amount of interest or fees we can charge, restrict our ability to collect on account balances, or materially affect us or the banking or credit card industries in some other manner. Additional federal, state and foreign consumer protection legislation also could seek to expand the privacy protections afforded to customers of financial institutions and restrict our ability to share or receive customer information. See “Supervision and Regulation” above.

Banking regulators possess broad discretion to issue or revise regulations, or to issue guidance, which may significantly impact us. For example, the Federal Trade Commission has issued, and will continue to issue, a variety of regulations under the FACT Act of 2003, the Federal Reserve has announced proposed rule-making, and has issued some final rules, and in the UK the Office of Fair Trading has concluded its industry investigation on the calculation of default charges, all of which may impact us. Additionally, the new bankruptcy reform legislation will put additional requirements on us regarding disclosures on the effects on consumers of making only minimum payments on their accounts. We face similar risks in our international businesses, where changing laws and regulations may have an adverse impact on our results. See “International Regulation” above.

Each banking regulatory agency which has supervisory authority over one of our banks has broad authority to review and monitor our business activities. Under this authority, our regulators interpret the applicable laws, regulations and guidance and how these numerous requirements apply to our activities. The regulators also evaluate the degree to which we have satisfactorily complied with these requirements. We cannot, however, predict whether and how any new regulations or guidelines issued by the banking or other regulators would be applicable to the activities of the Bank, the National Bank or the Savings Bank, in what manner such regulations or guidelines might be interpreted or applied, or the resulting effect on us, the Bank, the National Bank or the Savings Bank. There can be no assurance that this kind of regulatory action will not have a negative impact on us and/or our financial results.

We Face Risk Related to the Strength of our Operational, Technological and Organizational Infrastructure

Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological infrastructure and to manage the cost of that infrastructure while we expand and as we integrate acquired businesses. Similar to other large corporations, in our case, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or persons outside of Capital One and exposure to external events. We are dependent on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract new ones depends on the functionality of our technology systems. Our ability to develop and implement effective marketing campaigns also depends on our technology. Additionally, our ability to run our business in compliance with applicable laws and regulations is dependent on these infrastructures.

We continuously monitor our operational and technological capabilities and make modifications and improvements when we believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. We also outsource some of these functions to third parties. These third parties may experience errors or disruptions that could adversely impact us and over which we may have limited control. As we increase the amount of our infrastructure that we outsource to third parties, we increase our exposure to this risk. We also face risk from the integration of new infrastructure platforms and/or new third party providers of such platforms into our existing businesses. We are currently undertaking a project with Total System Services, Inc. (“TSYS”) to transfer to a new technological platform that will result in TSYS providing processing services for Capital One’s North

 

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American portfolio of consumer and small business credit card accounts. Our ability to successfully transition to this new platform as well as TSYS’s ongoing ability to provide services to us, could impact our performance in the future.

In addition to creating a solid infrastructure platform, we are also dependent on recruiting management and operations personnel with the experience to run an increasingly large and complex business. Although we take steps to retain our existing management talent and recruit new talent as needed, we face a competitive market for such talent and there can be no assurance that we will continue to be able to maintain and build a management team capable of running our increasingly large and complex business.

We May Face Limited Availability of Financing, Variation in Our Funding Costs and Uncertainty in Our Securitization Financing

In general, the amount, type and cost of our funding, including financing from other financial institutions, the capital markets and deposits, directly impacts our expense in operating our business and growing our assets and therefore, can positively or negatively affect our financial results.

A number of factors could make such financing more difficult, more expensive or unavailable on any terms both domestically and internationally (where funding transactions may be on terms more or less favorable than in the United States), including, but not limited to, financial results and losses, changes within our organization, specific events that adversely impact our reputation, changes in the activities of our business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counter-party availability, changes affecting our assets, our corporate and regulatory structure, interest rate fluctuations, ratings agencies actions, and the legal, regulatory, accounting and tax environments governing our funding transactions. In addition, our ability to raise funds is strongly affected by the general state of the U.S. and world economies, and may become increasingly difficult due to economic and other factors. Also, we compete for funding with other banks, savings banks and similar companies, some of which are publicly traded. Many of these institutions are substantially larger, may have more capital and other resources and may have better debt ratings than we do. In addition, as some of these competitors consolidate with other financial institutions, these advantages may increase. Competition from these institutions may increase our cost of funds. We have sought to mitigate this risk by expanding our banking (deposit taking) franchise.

As part of our capital markets financing, we actively securitize our consumer loans. The occurrence of certain events may cause the securitization transactions to amortize earlier than scheduled, which would accelerate the need for additional funding. This early amortization could, among other things, have a significant effect on the ability of the Bank and the Savings Bank to meet the capital adequacy requirements as all off-balance sheet loans experiencing such early amortization would have to be recorded on the balance sheet. See pages 54-56 in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Risk Management” contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.

Finally, Hibernia has experienced a significant increase in deposits since the Gulf Coast hurricanes, most likely as a result of customers receiving federal funds and insurance payments relating to the hurricanes. Currently, it is unclear what customers will do with these deposits in the long-term. It is possible that as rebuilding and reinvesting in the Gulf Coast area begins, the amount of these incremental deposits with Hibernia could decrease significantly.

We May Experience Changes in Our Debt Ratings

In general, ratings agencies play an important role in determining, by means of the ratings they assign to issuers and their debt, the availability and cost of wholesale funding. We currently receive ratings from several ratings entities for our secured and unsecured borrowings. As private entities, ratings agencies

 

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have broad discretion in the assignment of ratings. A rating below investment grade typically reduces availability and increases the cost of market-based funding, both secured and unsecured. A debt rating of Baa3 or higher by Moody’s Investors Service, or BBB- or higher by Standard & Poor’s and Fitch Ratings, is considered investment grade. Currently, all three ratings agencies rate the unsecured senior debt of the Bank, Hibernia and the Corporation as investment grade. The following chart shows ratings for Capital One Financial Corporation, Capital One Bank and Hibernia National Bank as of June 30, 2006. As of that date, the ratings outlooks were as follows:

 

    

Standard

& Poor’s

   Moody’s    Fitch

Capital One Financial Corporation

   BBB    Baa1    BBB+

Capital One Financial Corporation—Outlook

   Positive    Positive    Positive

Capital One Bank

   BBB+    A3    BBB+

Capital One Bank—Outlook

   Positive    Positive    Positive

Capital One, National Association

   BBB+    A3    BBB+

Capital One, National Association—Outlook

   Positive    Positive    Positive

Because we depend on the capital markets for funding and capital, we could experience reduced availability and increased cost of funding if our debt ratings were lowered. This result could make it difficult for us to grow at or to a level we currently anticipate. The immediate impact of a ratings downgrade on other sources of funding, however, would be limited, as our deposit funding and pricing, as well as some of our unsecured corporate borrowing, is not generally determined by corporate debt ratings.

We Face Market Risk of Interest Rate and Exchange Rate Fluctuations

Like other financial institutions, we borrow money from institutions and depositors, which we then lend to customers. We earn interest on the consumer loans we make, and pay interest on the deposits and borrowings we use to fund those loans. Changes in either or both of these two interest rates affect the value of our assets and liabilities. If the rate of interest we pay on our borrowings increases more than the rate of interest we earn on our loans, our net interest income, and therefore our earnings, would fall. Our earnings could also be hurt if the rates on our consumer loans fall more quickly than those on our borrowings. We also seek to minimize market risk to a level that is immaterial to our net income. The financial instruments and techniques we use to manage the risk of interest rate and exchange rate fluctuations, such as asset/liability matching and interest rate and exchange rate swaps and hedges and some forward exchange contracts, may not always work successfully or may not be available at a reasonable cost. Furthermore, if these techniques become unavailable or impractical, our earnings could be subject to volatility and decreases as interest rates and exchange rates change.

Changes in interest rates also affect the balances our customers carry on their credit cards and affect the rate of pre-payment for installment loan and mortgage products. These changes can reduce the overall yield on our portfolio if we do not adequately provide for them in our interest rate hedging strategies. When interest rates rise, there are fewer low-rate alternatives available to customers. Consequently, credit card balances may rise (or fall more slowly) and pre-payment rates on installment lending and mortgage products may fall. In this circumstance, we may have to raise additional funds at higher interest rates. In our credit card business, we could, subject to legal and competitive constraints, mitigate this risk by increasing the interest rates we charge, although such changes may increase opportunities for our competitors to offer attractive products to our customers and consequently increase customer attrition from our portfolio. We could also mitigate this risk through hedging strategies, if available; if we are unable to do so, we could suffer adverse impacts on overall portfolio yield. Rising interest rates across the industry may also lead to higher delinquencies as customers face increasing interest payments both on our products and on other loans they may hold. See pages 56-57 in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Risk Management” contained in the Annual Report on Form 10-K for the year ended December 31, 2005.

 

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The Credit Card Industry Faces Increased Litigation Risks Relating to Industry Structure

We face possible risks from the outcomes of certain credit card industry litigation. In 1998, the United States Department of Justice filed an antitrust lawsuit against the MasterCard and Visa membership associations composed of financial institutions that issue MasterCard or Visa credit or debit cards (“associations”), alleging, among other things, that the associations had violated antitrust law and engaged in unfair practices by not allowing member banks to issue cards from competing brands, such as American Express and Discover Financial Services. In 2001, a New York district court entered judgment in favor of the Department of Justice and ordered the associations to repeal these policies. The United States Court of Appeals for the Second Circuit affirmed the district court and, on October 4, 2004, the United States Supreme Court denied certiorari in the case. In November 2004, American Express filed an antitrust lawsuit (the “Amex lawsuit”) against the associations and several member banks alleging that the associations and member banks jointly and severally implemented and enforced illegal exclusionary agreements that prevented member banks from issuing American Express and Discover cards. The complaint requests civil monetary damages, which could be trebled. We, the Bank, and the Savings Bank are named defendants in this lawsuit.

Separately, a number of entities, each purporting to represent a class of retail merchants, have also filed antitrust lawsuits (the “Interchange lawsuits”) against the associations and several member banks, including us and our subsidiaries, alleging among other things, that the associations and member banks conspired to fix the level of interchange fees. The complaints request civil monetary damages, which could be trebled. In October 2005, the Interchange lawsuits were consolidated before the United States District Court for the Eastern District of New York for certain purposes, including discovery.

We believe that we have meritorious defenses with respect to these cases and intend to defend these cases vigorously. At the present time, management is not in a position to determine whether the resolution of these cases will have a material adverse effect on either our consolidated financial position or our results of operations in any future reporting period.

In addition, several merchants filed class action antitrust lawsuits, which were subsequently consolidated, against the associations relating to certain debit card products. In April 2003, the associations agreed to settle the lawsuit in exchange for payments to plaintiffs and for changes in policies and interchange rates for debit cards. Certain merchant plaintiffs have opted out of the settlements and have commenced separate lawsuits. Additionally, consumer class action lawsuits with claims mirroring the merchants’ allegations have been filed in several courts. Finally, the associations, as well as certain member banks, continue to face additional lawsuits regarding policies, practices, products and fees.

With the exception of the Interchange lawsuits and the Amex lawsuit, we and our subsidiaries are not parties to the lawsuits against the associations described above and therefore will not be directly liable for any amount related to any possible or known settlements of such lawsuits. However, our subsidiary banks are member banks of MasterCard and Visa and thus may be affected by settlements or lawsuits relating to these issues, including changes in interchange payments. In addition, it is possible that the scope of these lawsuits may expand and that other member banks, including our subsidiary banks, may be brought into the lawsuits or future lawsuits. The associations are also subject to additional litigation, including suits regarding foreign exchange fees.

In part as a result of such litigation, the associations are expected to continue to evolve as corporate entities, including by changing their governance structures, as previously announced by the associations. During the second quarter MasterCard successfully completed its initial public offering and Visa revised its governance structure. Both associations now rely upon independent directors for certain decisions, including the setting of interchange rates.

 

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Given the complexity of the issues raised by these lawsuits and the uncertainty regarding: (i) the outcome of these suits, (ii) the likelihood and amount of any possible judgments, (iii) the likelihood, amount and validity of any claim against the associations’ member banks, including the banks and us, and (iv) changes in industry structure that may result from the suits and (v) the effects of these suits, in turn, on competition in the industry, member banks, and interchange and association fees, we cannot determine at this time the long-term effects of these suits on us.

We Face the Risk of Fluctuations in Our Expenses and Other Costs that May Hurt Our Financial Results

Our expenses and other costs, such as operating and marketing expenses, directly affect our earnings results. In light of the extremely competitive environment in which we operate, and because the size and scale of many of our competitors provides them with increased operational efficiencies, it is important that we are able to successfully manage such expenses. Many factors can influence the amount of our expenses, as well as how quickly they may increase. Investments in infrastructure, which may be necessary to maintain a competitive business, may increase operational expenses in the short-run. As our business develops, changes or expands, additional expenses can arise from management of outsourced services, asset purchases, structural reorganization, a reevaluation of business strategies and/or expenses to comply with new or changing laws or regulations. Other factors that can affect the amount of our expenses include legal and administrative cases and proceedings, which can be expensive to pursue, defend or settle.

We Face Risks Related to the Impact of the Gulf Coast Hurricanes That May Be Substantial and Cannot Be Predicted

Our branch banking business is currently headquartered in New Orleans, Louisiana, and maintains branches in the areas of Louisiana and Texas that sustained significant damage from the Gulf Coast hurricanes. Our operations in other parts of Louisiana and Texas have not been impacted, either significantly or at all, by the hurricanes.

The Gulf Coast hurricanes have also affected our branch banking businesses’ consumer, mortgage, auto, commercial and small business loan portfolios by damaging properties pledged as collateral and by impairing certain borrowers’ ability to repay their loans. The hurricanes may continue to affect loan originations and loan portfolio quality in the impacted areas into the future and could also adversely impact our deposit base. The severity and duration of these effects will depend on a variety of factors that are beyond our control, including the amount and timing of government, private and philanthropic investment (including deposits) in the region, the pace of rebuilding and economic recovery in the region generally, the extent to which the hurricanes’ property damage is covered by insurance, and the pace at which we restore our business operations in the various markets in which it operates.

None of the effects described above can be accurately predicted or quantified. As a result, significant uncertainty remains regarding the impact the hurricanes will have on the business, financial condition and results of operations of the combined company and the ability of the combined company to realize the anticipated benefits from the merger. Further, the area in which the branch banking business currently operates may experience hurricanes and other storms in the future, and some of those hurricanes and storms may have effects similar to those caused by the Gulf Coast hurricanes.

We Face Risks Related to our Proposed Merger with North Fork

Completion of the proposed merger between Capital One and North Fork is subject to the satisfaction of various conditions, including the receipt of approval from the stockholders of Capital One and the

 

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stockholders of North Fork as well as the receipt of various regulatory approvals and authorizations. There is no assurance that all of the various conditions will be satisfied, or that the merger will be completed on the proposed terms and schedule. Additionally, when and if the merger is completed, we face the risks that the businesses may not be integrated successfully and that the cost savings and other synergies from the transaction may not be fully realized, or may take longer to realize than expected. Finally, uncertainties or disruptions related to the transaction may make it more difficult to maintain relationships with customers, employees or suppliers.

We must receive federal regulatory approval before we can acquire North Fork. In determining whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on competition, financial condition and future prospects including current and projected capital ratios and levels, the competence, experience and integrity of management and record of compliance with laws and regulations, the convenience and needs of the communities to be served, including the acquiring institution’s record of compliance under the Community Reinvestment Act and the effectiveness of the acquiring institution in combating money laundering activities. In addition, we cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. We may be required to take certain actions as a condition to receiving regulatory approval.

Finally, the timing of the closing of the transaction and the market conditions on the date of closing that determine purchase accounting adjustments, may have a significant impact on our financial results. We face the risk that market conditions may be anomalous on the date the transaction closes, resulting in unexpected impacts on our financial statements.

Reputational Risk and Social Factors May Impact our Results

Our ability to originate and maintain accounts is highly dependent upon consumer and other external perceptions of our business practices and/or our financial health. Adverse perceptions regarding these issues could damage our reputation in both the customer and funding markets, leading to difficulties in generating and maintaining accounts as well as in financing them. Adverse developments with respect to the consumer or other external perceptions regarding the practices of our competitors, or our industry as a whole, may also adversely impact our reputation. In addition, adverse reputational impacts on third parties with whom we have important relationships, such as our independent auditors, may also adversely impact our reputation. Adverse impacts on our reputation, or the reputation of our industry, may also result in greater regulatory and/or legislative scrutiny, which may lead to laws or regulations that may change or constrain the manner in which we engage with our customers and the products we offer them. Adverse reputational impacts or events may also increase our litigation risk. See “We Face the Risk of a Complex and Changing Regulatory and Legal Environment” below. To this end, we carefully monitor internal and external developments for areas of potential reputational risk and have established governance structures to assist in evaluating such risks in our business practices and decisions.

In addition, a variety of social factors may cause changes in credit card and other consumer finance use, payment patterns and the rate of defaults by accountholders and borrowers domestically and internationally. These social factors include changes in consumer confidence levels, the public’s perception of the use of credit cards and other consumer debt, and changing attitudes about incurring debt and the stigma of personal bankruptcy.

 

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Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds.

 

Period

  

(a)

Total Number of

Shares Purchased(1)

  

(b)

Average Price

Paid per Share

  

(c)

Total Number of

Shares Purchased

as Part of

Publicly

Announced Plans

  

(d)

Maximum

Number of Shares

that May Yet Be

Purchased Under

the Plans

April 1-30, 2006

   11,810    $ 82.46    N/A    N/A

May 1-31, 2006

   42    $ 85.16    N/A    N/A

June 1-30, 2006

   51,711    $ 81.11    N/A    N/A

Total

   63,563    $ 81.36    N/A    N/A

(1) Shares purchased represent share swaps made in connection with stock option exercises and the withholding of shares to cover taxes on restricted stock lapses.

Item 5. Other Information

The following information is provided pursuant to Item 2.03 of Form 8-K, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,” with respect to the Company’s entry into a syndicated bridge loan facility arranged by J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (the “Facility”) on May 9, 2006. The Facility is available to the Company to finance, on an interim basis, up to $4.2 billion of the cash consideration payable to shareholders of North Fork in connection with the Agreement and Plan of Merger by and between North Fork and the Company dated as of March 12, 2006 (the “Acquisition”). The Facility is available until May 7, 2007 and borrowings under the Facility will mature on the earlier of 364 days from the date of borrowing or December 1, 2007. In addition, the Facility size will automatically decrease by the amount of proceeds received by the Company from the issuance of securities intended to fund the cash consideration of the Acquisition. Currently, there have been no draw downs under the Facility, and $3.2 billion is available to the Company under the Facility. Entry into the Facility was reported previously under Item 1.01 in a Form 8-K filed on May 12, 2006. Additional information regarding the North Fork acquisition is included in Note 9 to the condensed consolidated financial statements in this Form 10-Q.

 

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Item 6. Exhibits

 

Exhibit No.  

Description

2.1   Agreement and Plan of Merger, dated as of March 6, 2005, between Capital One Financial Corporation and Hibernia Corporation (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form 8-K, filed on March 9, 2005).
2.2   Amendment No. 1, dated as of September 6, 2005, to the Agreement and Plan of Merger, dated as of March 6, 2005, between Capital One Financial Corporation and Hibernia Corporation (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form 8-K, filed on September 8, 2005).
3.1   Restated Certificate of Incorporation of Capital One Financial Corporation and Certificate of Amendment to Restated Certificate of Incorporation of Capital One Financial Corporation (incorporated by reference to Exhibit 3.1.2 of the Corporation’s Current Report on Form 8-K, filed on January 16, 2001).
3.2   Amended and Restated Bylaws of Capital One Financial Corporation (as amended November 18, 1999) (incorporated by reference to Exhibit 3.2 of the Corporation’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999, filed on March 23, 2000).
4.1   Specimen certificate representing the Common Stock (incorporated by reference to Exhibit 4.1 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 3, 2004).
4.2   Amended and Restated Issuing and Paying Agency Agreement dated as of April 30, 1996 between Capital One Bank and Chemical Bank (including exhibits A-1, A-2, A-3 and A-4 thereto) (incorporated by reference to Exhibit 4.3 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed on March 17, 2003).
4.3.1   Amended and Restated Distribution Agreement, dated May 8, 2003, among Capital One Bank, J.P. Morgan Securities, Inc. and the agents named therein (incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form 10-Q for the period ending June 30, 2003, filed on August 11, 2003).
4.3.2   Copy of 6.50% Notes, due 2004, of Capital One Bank (incorporated by reference to Exhibit 4.4.5 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002).
4.3.3   Copy of 6.875% Notes due 2006, of Capital One Bank (incorporated by reference to Exhibit 4.4.6 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002).
4.3.4   Copy of 4.25% Notes, due 2008, of Capital One Bank (incorporated by reference to Exhibit 4.4.4 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).
4.3.5   Copy of 5.75% Notes, due 2010, of Capital One Bank (incorporated by reference to Exhibit 4.4.5 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).
4.3.6   Copy of 6.50% Notes, due 2013, of Capital One Bank (incorporated by reference to Exhibit 4.4.6 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).

 

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4.3.7   Copy of 4.875% Notes, due 2008, of Capital One Bank (incorporated by reference to Exhibit 4.4.7 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).
4.3.8   Copy of 8.25% Notes, due 2005, of Capital One Bank (incorporated by reference to Exhibit 4.4.4 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed on March 29, 2001).
4.4.1   Senior Indenture and Form T-1 dated as of November 1, 1996 among Capital One Financial Corporation and Harris Trust and Savings Bank (incorporated by reference to Exhibit 4.5.1 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed on March 17, 2003).
4.4.2   Copy of 8.75% Notes, due 2007, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.5 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 22, 2002).
4.4.3   Copy of 7.125% Notes, due 2008, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.8.2 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 26, 1999).
4.4.4   Copy of 7.25% Notes, due 2006, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.10 of the Corporation’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999, filed on March 23, 2000).
4.4.5   Copy of 6.25% Notes, due 2013, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.5 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).
4.4.6   Copy of 5.25% Notes, due 2017, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.6 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 9, 2005).
4.4.7   Copy of 4.80% Notes, due 2012, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.7 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 9, 2005).
4.4.8   Copy of 5.50% Senior Notes, due 2015, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form 10-Q for the period ending June 30, 2005, filed August 4, 2005).
4.5.1   Declaration of Trust, dated as of January 28, 1997, between Capital One Bank and The First National Bank of Chicago, as trustee (including the Certificate of Trust executed by First Chicago Delaware Inc., as Delaware trustee) (incorporated by reference to Exhibit 4.6.1 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed on March 17, 2003).
4.5.2   Copies of Certificates Evidencing Capital Securities (incorporated by reference to Exhibit 4.6.2 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed on March 17, 2003).
4.5.3   Amended and Restated Declaration of Trust, dated as of January 31, 1997, by and among Capital One Bank, The First National Bank of Chicago and First Chicago Delaware Inc (incorporated by reference to Exhibit 4.6.3 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 5, 2004).

 

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4.6   Issue and Paying Agency Agreement, dated as of October 24, 1997, between Capital One Bank, Morgan Guaranty Trust Company of New York, London Office, and the Paying Agents named therein (incorporated by reference to Exhibit 4.9 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed on March 26, 1999).
4.7   Upper DECs® form of certificate (incorporated by reference to Exhibit 4.9 of the Corporation’s Report on Current Form 8-K, filed on April 23, 2002).
10.1   Bridge Loan Agreement, dated as of May 9, 2006, by and among Capital One Financial Corporation and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Book Managers and Joint Lead Arrangers, and the lenders named therein.
31.1   Section 302 Certification of Richard D. Fairbank
31.2   Section 302 Certification of Gary L. Perlin
32.1   Section 906 Certification of Richard D. Fairbank*
32.2   Section 906 Certification of Gary L. Perlin*

* Information furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the 1934 Act or otherwise subject to the liabilities of that section.

 

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SIGNATURES

Pursuant to the requirements 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
                                    (Registrant)
Date: August 07, 2006  

/s/ GARY L.PERLIN

  Gary L. Perlin
  Executive Vice President and
  Chief Financial Officer
  (Principal Financial Officer and duly authorized officer of the Registrant)

 

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