01—Abstract
Summary
Summary of the 10-K/A filed March 7, 2011. Cited figures are marked; the original filing is the authoritative source.
This document is not the full Form 10-K.
It is the Exhibit Index (Item 15(b)) from Capital One Financial Corporation's Amendment No. 1 to its Annual Report on Form 10-K for fiscal year 2010, which was filed as a 10-K/A. The excerpt contains no financial statements, MD&A, business description, risk factors, or stated reason for the amendment, so it cannot support conclusions about Capital One's 2010 revenue, earnings, credit quality, capital position, or outlook. The document's stated purpose is to list the exhibits incorporated by reference or filed with the amendment, and to furnish XBRL interactive data files (Exhibits 101.INS through 101.PRE), which the filing marks as furnished with the 10-K/A.
The exhibit list shows the scope of the company's legal and governance framework: corporate charter and bylaws, senior and junior subordinated debt indentures and trust documents (including 2006, 2007, and 2009 trust preferred and capital securities issuances), a December 2009 warrant agreement with Computershare, equity and executive compensation plans, and long-term processing and services agreements with First Data and Total System Services. Several exhibits are noted as filed with the original 2010 Form 10-K on March 1, 2011, including the ratio of earnings to fixed charges, the Ernst & Young consent, subsidiary list, and SOX 302/906 certifications.
Investors should obtain the complete 10-K/A and the original 2010 Form 10-K to evaluate the company's financial performance. Note that the document itself does not state a filing date of March 7, 2011; the original 10-K is referenced as filed March 1, 2011, and the amendment's filing date is not shown in this excerpt.
02—Key points
Key Highlights
- Document type: Exhibit index for Amendment No. 1 to Capital One's 2010 Form 10-K (10-K/A); it contains no financial statements or narrative disclosures.
- XBRL interactive data files (Exhibits 101.INS, .SCH, .CAL, .DEF, .LAB, .PRE) are furnished with this 10-K/A, indicating the amendment added machine-readable financial data.
- Exhibit 99.1 (Reconciliation of Non-GAAP and Regulatory Capital Measures) was incorporated by reference from an 8-K filed January 20, 2011, pointing to the company's capital and non-GAAP disclosures.
- Exhibit 2.1 references a December 3, 2008 Stock Purchase Agreement with B.F. Saul Real Estate Investment Trust and related entities.
- Exhibit 4.1.2 references a December 3, 2009 Warrant Agreement with Computershare Trust Company, N.A.
- Multiple subordinated debt and trust preferred issuances are listed, including 2006, 2007, and August and November 2009 trust structures with The Bank of New York Mellon as trustee.
- Material processing agreements with First Data Resources and Total System Services are listed, with amendments through October 2008 and effective October 2009.
- Several certifications (Exhibits 31.1, 31.2, 32.1, 32.2), the Ernst & Young consent (Exhibit 23), and the earnings-to-fixed-charges computations (Exhibits 12.1, 12.2) were filed with the original 10-K on March 1, 2011, not with this amendment.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2010filed March 7, 2011Financial Statements
FY2010 against FY2009
| Line item | FY2010FY2009 | Change |
|---|---|---|
| Revenue | $16.17B$12.98B | +24.6% |
| Operating Income | $3.05B$987.00M | +209.0% |
| Interest Expense | $2.90B$2.97B | −2.4% |
| Net Income | $2.74B$884.00M | +210.3% |
| EPS (Basic) | $6.07$0.75 | +709.3% |
| EPS (Diluted) | $6.01$0.74 | +712.2% |
| Shares Outstanding (Basic) | 452.00M428.00M | +5.6% |
| Shares Outstanding (Diluted) | 456.00M431.00M | +5.8% |
05—Questions
Frequently Asked Questions
Does this filing contain Capital One's 2010 financial results?
No. This excerpt is only the Exhibit Index for the 10-K/A. It contains no income statement, balance sheet, cash flow data, or MD&A. Those figures would be in the full original 2010 Form 10-K filed March 1, 2011, and any complete amended filing.
Why was the 10-K amended?
The excerpt does not state the reason for Amendment No. 1. Its stated content is the exhibit index and the furnishing of XBRL data files. Investors should review the cover page and explanatory note of the full 10-K/A to determine the purpose of the amendment.
Where can investors find the company's non-GAAP and regulatory capital reconciliations?
Exhibit 99.1 incorporates these reconciliations by reference from Exhibit 99.3 of the Form 8-K filed January 20, 2011. They are not reproduced in this document.
Which exhibits relate to executive compensation and equity plans?
Exhibits 10.1 through 10.19 cover the 2002 Associate Stock Purchase Plan, the 1994, 1999, and 2004 Stock Incentive Plans (including amended and restated versions), non-employee director plans, deferred compensation and excess savings plans, change-of-control agreements, and forms of performance unit, restricted stock, RSU, and stock option award agreements. Exhibits 10.16 through 10.19 were filed with the original 10-K.
Are there any significant third-party agreements that investors should note?
Exhibits 10.14 and 10.15 list long-term services agreements with First Data Resources (dated November 8, 2004, with a 2009 amendment) and Total System Services (dated August 5, 2005, with 2006 and 2008 amendments). Portions of these agreements were subject to confidential treatment requests. The exhibit index does not describe their financial terms.
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