COFHIGH SIGNALFINANCIAL10-K

Capital One completed its acquisition of Discover Financial Services in May 2025, creating a substantially larger financial institution with meaningfully expanded assets and deposit base.

The Discover merger has transformed Capital One into a much larger entity, nearly doubling stockholders' equity to $113.6B and expanding total assets by 37% to $669B. However, the integration appears to have pressured profitability in the near term, with net income declining substantially despite higher revenues, suggesting meaningful merger-related costs or operational challenges during the transition period.

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FINANCIAL ANALYSIS

The Discover acquisition drove substantial balance sheet expansion, with total assets growing to $669B and deposits increasing 31% to $475.8B, while stockholders' equity nearly doubled to $113.6B. Revenue grew meaningfully to $53.4B with net interest income rising 28% to $58.7B, reflecting the combined entity's larger scale. However, net income declined substantially to $2.5B despite higher revenues, indicating significant integration costs or operational pressures are weighing on profitability during the merger transition.

FINANCIAL STATEMENT CHANGES
Stockholders Equity
Balance Sheet
+86.9%
$60.8B→$113.6B

Equity base grew 86.9% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Operating Cash Flow
Cash Flow
+52.6%
$18.2B→$27.7B

Operating cash flow surged 52.6% — exceptional cash generation, highest quality earnings signal.

Net Income
P&L
-48.4%
$4.8B→$2.5B

Net income declined 48.4% — review whether driven by operations, interest costs, or non-recurring items.

Revenue
P&L
+36.6%
$39.1B→$53.4B

Strong top-line growth of 36.6% — accelerating demand or successful expansion into new markets.

Total Assets
Balance Sheet
+36.5%
$490.1B→$669.0B

Asset base grew 36.5% — expansion through organic growth, acquisitions, or capital deployment.

Total Deposits
Balance Sheet
+31.2%
$362.7B→$475.8B

Deposits grew 31.2% — expanding customer base or increased trust in the institution.

Capital Expenditure
Cash Flow
+31.1%
$1.2B→$1.6B

Capital expenditure jumped 31.1% — major investment cycle underway; assess returns on deployment.

Total Liabilities
Balance Sheet
+29.4%
$429.4B→$555.4B

Liabilities increased 29.4% — monitor debt-to-equity ratio and interest coverage.

Total Debt
Balance Sheet
+28.4%
$24.4B→$31.4B

Debt rose 28.4% — additional borrowing for investment or operations; monitor coverage ratios.

Net Interest Income
P&L
+27.5%
$46.0B→$58.7B

Net interest income grew 27.5% — benefiting from rate environment or loan book expansion.

LANGUAGE CHANGES
NEW — 2026-02-19
PRIOR — 2025-02-20
ADDED
As of January 31, 2026, there were 621,931,593 shares of the registrant s Common Stock outstanding.
Business 4 Overview 4 Operations and Business Segments 7 Competition 8 Supervision and Regulation 8 Human Capital Resources 19 Technology and Intellectual Property 19 Forward-Looking Statements 20 Item 1A.
Management s Discussion and Analysis of Financial Condition and Results of Operations ( MD A ) 59 Selected Financial Data 60 Executive Summary 63 Consolidated Results of Operations 64 Consolidated Balance Sheets Analysis 70 Off-Balance Sheet Arrangements 74 Business Segment Financial Performance 75 Critical Accounting Policies and Estimates 86 Accounting Changes and Developments 91 Capital Management 92 Risk Management 98 Credit Risk Profile 104 Liquidity Risk Profile 117 Market Risk Profile 122 Supplemental Tables 127 Glossary and Acronyms 129 Item 7A.
Capital One Financial Corporation and its subsidiaries (the Company or Capital One ) operate as a global payments provider and diversified financial institution, delivering a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branch locations, caf s and other distribution channels.
On May 18, 2025 (the Closing Date ), Discover Financial Services ( Discover ) merged into Capital One and Discover Bank merged into CONA.
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REMOVED
As of January 31, 2025 , there were 381,327,698 shares of the registrant s Common Stock outstanding.
Business 4 Overview 4 Operations and Business Segments 6 Competition 7 Supervision and Regulation 7 Human Capital Resources 18 Technology and Intellectual Property 18 Forward-Looking Statements 20 Item 1A.
Management s Discussion and Analysis of Financial Condition and Results of Operations ( MD A ) 52 Selected Financial Data 53 Executive Summary 56 Consolidated Results of Operations 57 Consolidated Balance Sheets Analysis 63 Off-Balance Sheet Arrangements 67 Business Segment Financial Performance 68 Critical Accounting Policies and Estimates 78 Accounting Changes and Developments 82 Capital Management 83 Risk Management 88 Credit Risk Profile 94 Liquidity Risk Profile 108 Market Risk Profile 113 Supplemental Table s 117 Glossary and Acronyms 119 Item 7A.
Capital One Financial Corporation and its subsidiaries (the Company or Capital One ) offer a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branch locations, caf s and other distribution channels.
References to this Report or our 2024 Form 10-K or 2024 Annual Report are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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