8-KEarnings & ResultsRegulation FDOther Events+1

CAPITAL ONE FINANCIAL CORP 8-K Report, Financial Results (Jul 20, 2006)

Filed July 20, 2006For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation filed an 8-K on July 20, 2006, primarily to disclose its second-quarter 2006 financial results and provide related information to investors. The report highlights the company's use of both "reported" GAAP financial statements and "managed" financial statements, which adjust for the effects of securitization transactions. This "managed" view is presented as a useful metric for understanding earnings from both on- and off-balance sheet loan portfolios. The filing also touches upon the ongoing proposed merger with North Fork, detailing the process of proxy solicitation and the availability of related documentation. Investors are directed to review the definitive joint proxy statement/prospectus for comprehensive information on this significant corporate event. The report includes cautionary statements regarding forward-looking information and a detailed list of risks and uncertainties that could impact future performance.

Key Highlights

  • 1Capital One reported its second-quarter 2006 financial results via a press release filed as Exhibit 99.1.
  • 2The company utilizes and presents both "reported" (GAAP) and "managed" financial statements, with the latter adjusting for securitization impacts to better reflect earnings from the total loan portfolio.
  • 3An earnings presentation for the second quarter of 2006 is furnished as Exhibit 99.2.
  • 4The 8-K includes detailed cautionary factors and risk disclosures related to forward-looking statements, covering competition, credit losses, capital markets access, regulatory changes, and economic conditions.
  • 5Information regarding the proposed merger with North Fork is provided, including details on the joint proxy statement/prospectus and how to access these documents.
  • 6The company will hold an earnings conference call on July 20, 2006, accessible via live webcast, with a replay available on its website.
  • 7The filing specifies the roles of Gary L. Perlin, Executive Vice President and Chief Financial Officer, in authorizing the report.

Frequently Asked Questions

"Reported" financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP), where loans included in securitization transactions that qualify as sales are removed from the balance sheet. "Managed" financial statements adjust for these securitization effects, presenting a consolidated view of both on-balance sheet and off-balance sheet loans. Capital One believes this "managed" view provides a more comprehensive understanding of earnings generated from its entire loan portfolio.

The filing indicates that Capital One is undergoing a proposed merger with North Fork. Investors are advised to review the definitive joint proxy statement/prospectus, which has been filed with the SEC and mailed to stockholders, for important information about this transaction. This document contains details regarding the merger and how to vote or obtain further information.

The report includes a comprehensive list of potential risks that could affect Capital One's future performance. These include intense competition, potential increases in credit losses due to economic conditions, the ability to access capital markets, changes in financial regulations, interest rate fluctuations, general economic impacts on consumer behavior, and specific risks related to the North Fork merger integration, such as achieving expected cost savings and maintaining customer and employee relationships.

Investors can access more detailed information through the press release (Exhibit 99.1) and the Second Quarter Earnings Presentation (Exhibit 99.2) attached to this 8-K. Additionally, the company is hosting an earnings conference call with a live webcast on July 20, 2006, at 5:00 PM Eastern time, and a replay will be available on Capital One's website. The company's SEC filings, including its Form 10-K, are also available on the SEC's website and Capital One's investor relations portal.