SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2000 (Date of earliest event reported) Capital One Financial Corporation (Exact name of registrant as specified in its charter) Delaware 1-13300 54-1719854 (State of incorporation (Commission File (IRS Employer or organization) Number) Identification No.) 2980 Fairview Park Drive Suite 1300 Falls Church, Virginia 22042 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 205-1000 Item 5. Other Events. (a) See attached press release. (b) Cautionary Factors The attached press release contains forward-looking statements which involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information as a result of various factors including, but not limited to, the following: continued intense competition from numerous providers of products and services which compete with the Company's businesses; with respect to financial and other products, changes in the Company's aggregate accounts or consumer loan balances and the growth rate thereof, including changes resulting from factors such as shifting product mix, amount of actual marketing expenses made by the Company and attrition of accounts and loan balances; an increase in credit losses (including increases due to a worsening of general economic conditions); the ability of the Company to continue to securitize its credit cards and consumer loans and to otherwise access the capital markets at attractive rates and terms to fund its operations and future growth; difficulties or delays in the development, production, testing and marketing of new products or services; losses associated with new products or services or expansion internationally; financial, legal, regulatory or other difficulties that may affect investment in, or the overall performance of, a product or business, including changes in existing laws to regulate further the credit card and consumer loan industry and the financial services industry, in general (including the flexibility of financial services companies to obtain, use and share consumer data); the amount of, and rate of growth in, the Company's expenses (including salaries and associate benefits and marketing expenses) as the Company's business develops or changes or as it expands into new market areas; the availability of capital necessary to fund the Company's new businesses; the ability of the Company to build the operational and organizational infrastructure necessary to engage in new businesses or to expand internationally; the ability of the Company to recruit experienced personnel to assist in the management and operations of new products and services; and other factors listed from time to time in the Company's SEC reports, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 1999 (Part I, Item 1, Risk Factors). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 99.1. Press Release of the Company dated July 12, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereto duly authorized. CAPITAL ONE FINANCIAL CORPORATION Dated: July 12, 2000 By: /s/ John G. Finneran, Jr. -------------------------------------- John G. Finneran, Jr. Senior Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX 99.1 Press Release of the Company dated July 12, 2000. Exhibit 99.1 FOR IMMEDIATE RELEASE: Contact: Paul Paquin Tatiana Stead July 12, 2000 V.P., Investor Relations Media Relations (703) 205-1039 (703) 289-6872 Capital One Reports Record Second Quarter Earnings Falls Church, Va. (July 12, 2000) -- Capital One Financial Corporation (NYSE: COF) today announced record second quarter 2000 earnings of $0.54 per share, or $112.5 million, versus earnings of $0.41 per share, or $87.5 million, for the comparable period in the prior year, an increase of 32 percent. "Our results reflect the power of our information-based strategy in providing each of our more than 27 million customers with a unique and tailored journey through Capital One," said Richard D. Fairbank, Capital One's Chairman and Chief Executive Officer. "Our ability to deliver the right product to the right customer has allowed us to add 20,000 net new customers a day and grow our managed loans by an annualized rate of more than 30 percent during the quarter." During the second quarter, Capital One added 1.8 million net new accounts, bringing total accounts to 27.1 million. For the quarter, Capital One's managed consumer loan balances increased by $1.6 billion to $21.9 billion. "This robust growth generates the earnings power to deliver a strong bottom line while investing heavily in our future," said Fairbank. On the Internet, on line account originations and on line account servicing increased to 410 thousand and 640 thousand, respectively, as of the end of the second quarter. "Relentless scientific testing has fueled spectacular performance across the board and will be a springboard to continued stellar results," said Nigel W. Morris, Capital One's President and Chief Operating Officer. "A key to measuring this success is our risk-adjusted margin which reached an all time record of 17.03 percent, up from the previous record of 16.57 percent set last quarter." The managed net charge-off rate remained under four percent for the sixth straight quarter and was 3.97 percent for the three months ending June 30, 2000. In addition, the Company added $35 million to the allowance for loan losses during the second quarter of 2000, increasing the allowance to $407 million or 3.58 percent of reported consumer loans, as of June 30, 2000. Contributing to the strong account and managed loan growth during the quarter was an increase in marketing expense to a record $212 million compared to $202 million in the first quarter of 2000 and $178 million in the comparable period of the prior year. Other non-interest expenses (excluding marketing) for the second quarter of 2000 were $531 million, resulting in an annualized operating cost per account of $80.97, down from $82.93 for the first quarter of 2000 and $91.93 for the comparable period in the prior year. Headquartered in Falls Church, Virginia, Capital One Financial Corporation (www.CapitalOne.com) is a holding company whose principal subsidiaries, Capital One Bank and Capital One, F.S.B., offer consumer lending products. Capital One's subsidiaries collectively had 27.1 million accounts and $21.9 billion in managed loans outstanding as of June 30, 2000. Capital One is one of the major financial service providers on the Internet, with on-line account decisioning, real-time account numbering, on-line retail deposits and a growing number of customers serviced on-line. Capital One is a FORTUNE 500 company that trades on the New York Stock Exchange under the symbol "COF" and is included in the S&P 500 index. # # # Note: This release, financial information and a live webcast of today's 5:00pm (EDT) analyst call is accessible on the Internet on Capital One's home page (http://www.CapitalOne.com). Click on "Investor Center" to view/download the earnings press release and other financial information. CAPITAL ONE FINANCIAL CORPORATION (COF) FINANCIAL & STATISTICAL SUMMARY 2000 2000 1999 1999 1999 (in millions, except per share data Q2 Q1 Q4 Q3 Q2 and as noted) - ------------------------------------------------------------------------------------------------------- Earnings (Managed Basis) Net Interest Income $ 614.4 $ 618.9 $ 574.8 $ 558.9 $ 527.1 Non-Interest Income 554.4 489.3 473.6 438.6 398.5 ---------------------------------------------------------------- Total Revenue 1,168.8 1,108.2 1,048.4 997.5 925.6 Provision for Loan Losses 245.0 226.1 218.0 214.3 178.3 Marketing Expenses 211.6 201.9 202.4 175.2 178.2 Operating Expenses 530.7 508.0 478.8 454.3 427.9 ---------------------------------------------------------------- Income Before Taxes 181.5 172.1 149.2 153.8 141.1 Tax Rate 38.0% 38.0% 34.4% 38.0% 38.0% Net Income $ 112.5 $ 106.7 $ 97.9 $ 95.4 $ 87.5 - ------------------------------------------------------------------------------------------------------- Common Share Statistics Basic EPS $ 0.57 $ 0.54 $ 0.50 $ 0.48 $ 0.44 Diluted EPS $ 0.54 $ 0.51 $ 0.47 $ 0.45 $ 0.41 Dividends Per Share $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 Book Value Per Share (period end) $ 8.39 $ 7.93 $ 7.69 $ 7.29 $ 7.11 Stock Price Per Share (period end) $ 44.63 $ 47.94 $ 48.19 $ 39.00 $ 55.69 Total Market Capitalization (period end) $8,747.4 $9,376.5 $9,495.2 $7,686.9 $10,991.3 Shares Outstanding (period end) 196.0 195.6 197.0 197.1 197.4 Shares Used to Compute Basic EPS 196.0 196.6 197.3 197.4 197.6 Shares Used to Compute Diluted EPS 208.6 208.7 210.3 210.1 211.5 - ------------------------------------------------------------------------------------------------------- Managed Loan Statistics (period avg.) Average Loans $ 20,915 $ 20,181 $ 18,974 $ 18,162 $ 17,598 Average Earning Assets $ 22,581 $ 22,038 $ 21,323 $ 20,060 $ 19,428 Average Assets $ 24,567 $ 23,497 $ 22,714 $ 21,563 $ 20,714 Average Equity $ 1,626 $ 1,567 $ 1,493 $ 1,461 $ 1,374 Net Interest Margin 10.88% 11.23% 10.78% 11.14% 10.85% Risk Adjusted Margin (1) 17.03% 16.57% 16.24% 16.38% 15.68% Return on Average Assets (ROA) 1.83% 1.82% 1.72% 1.77% 1.69% Return on Average Equity (ROE) 27.68% 27.24% 26.22% 26.12% 25.47% Net Charge-Off Rate 3.97% 3.87% 3.86% 3.88% 3.73% Net Charge-Offs $ 207.6 $ 195.3 $ 182.9 $ 176.0 $ 164.0 Cost Per Account (in dollars) $ 80.97 $ 82.93 $ 85.98 $ 90.72 $ 91.93 - ------------------------------------------------------------------------------------------------------- Managed Loan Statistics (period end) Reported Loans $ 11,383 $ 9,449 $ 9,914 $ 8,286 $ 7,427 Securitized Loans 10,500 10,850 10,323 10,231 10,433 ---------------------------------------------------------------- Total Loans $ 21,883 $ 20,299 $ 20,237 $ 18,517 $ 17,860 Delinquency Rate (30+ days) 5.35% 5.26% 5.23% 5.06% 4.72% Number of Accounts (000's) 27,133 25,302 23,705 20,845 19,213 Total Assets $ 25,610 $ 23,361 $ 23,638 $ 21,577 $ 20,985 Capital, Including Preferred Interests $1,743.9 $1,649.3 $1,613.7 $1,535.3 $ 1,501.0 Capital to Managed Assets Ratio 6.81% 7.06% 6.83% 7.12% 7.15% - ------------------------------------------------------------------------------------------------------------------- (1) Risk adjusted margin is total revenue less net charge-offs as a percentage of average earning assets. CAPITAL ONE FINANCIAL CORPORATION Consolidated Balance Sheets (in thousands)(unaudited) June 30 March 31 June 30 2000 2000 1999 ------------ ------------- -------------- Assets: Cash and due from banks $ 100,999 $ 84,084 $ 25,582 Federal funds sold and resale agreements 10,000 18,000 Interest-bearing deposits at other banks 78,226 96,491 72,616 ------------- ------------- ------------- Cash and cash equivalents 189,225 198,575 98,198 Securities available for sale 1,507,770 1,519,027 1,615,422 Consumer loans 11,382,780 9,449,498 7,426,974 Less: Allowance for loan losses (407,000) (372,000) (266,000) ------------- ------------- ------------- Net loans 10,975,780 9,077,498 7,160,974 Premises and equipment, net 545,262 501,238 347,168 Interest receivable 51,799 81,967 60,858 Accounts receivable from securitizations 1,302,424 666,972 886,680 Other 554,631 479,781 411,324 ------------- ------------- ------------- Total assets $ 15,126,891 $ 12,525,058 $ 10,580,624 ============= ============= ============= Liabilities: Interest-bearing deposits $ 5,288,927 $ 4,096,241 $ 2,414,933 Other borrowings 2,773,050 1,955,978 1,454,422 Senior notes 4,176,394 3,818,936 4,539,776 Interest payable 96,493 88,438 101,150 Other 1,146,451 1,014,384 667,407 ------------- ------------- ------------- Total liabilities 13,481,315 10,973,977 9,177,688 Stockholders' Equity: Common stock 1,997 1,997 1,997 Paid-in capital, net 578,915 598,012 626,796 Retained earnings and cumulative other comprehensive income 1,197,370 1,092,021 852,105 Less: Treasury stock, at cost (132,706) (140,949) (77,962) ------------- ------------- ------------- Total stockholders' equity 1,645,576 1,551,081 1,402,936 ------------- ------------- ------------- Total liabilities and stockholders' equity $ 15,126,891 $ 12,525,058 $ 10,580,624 ============= ============= ============= CAPITAL ONE FINANCIAL CORPORATION Consolidated Statements of Income (in thousands, except per share data)(unaudited) Three Months Ended Six Months Ended June 30 March 31 June 30 June 30 June 30 2000 2000 1999 2000 1999 ---------- ---------- ---------- ------------- ------------ Interest Income: Consumer loans, including fees $ 511,886 $ 488,937 $ 353,193 $ 1,000,823 $ 678,260 Securities available for sale 22,845 24,734 23,522 47,579 49,745 Other 1,776 1,776 1,058 3,552 2,839 ---------- ---------- ----------- ------------- ------------ Total interest income 536,507 515,447 377,773 1,051,954 730,844 Interest Expense: Deposits 63,619 52,120 26,438 115,739 50,380 Other borrowings 46,914 41,454 21,196 88,368 46,748 Senior notes 62,016 68,376 80,654 130,392 153,149 ---------- ---------- ----------- ------------- ------------ Total interest expense 172,549 161,950 128,288 334,499 250,277 ---------- ---------- ----------- ------------- ------------ Net interest income 363,958 353,497 249,485 717,455 480,567 Provision for loan losses 151,010 126,525 74,301 277,535 148,887 ---------- ---------- ----------- ------------- ------------ Net interest income after provision for loan 212,948 226,972 175,184 439,920 331,680 losses Non-Interest Income: Servicing and securitizations 282,640 270,758 293,606 553,398 565,560 Service charges and other fees 374,706 341,232 244,874 715,938 467,327 Interchange 53,461 43,070 33,567 96,531 63,786 ---------- ---------- ----------- ------------- ------------ Total non-interest income 710,807 655,060 572,047 1,365,867 1,096,673 Non-Interest Expense: Salaries and associate benefits 236,618 234,836 194,461 471,454 373,655 Marketing 211,560 201,938 178,242 413,498 354,330 Communications and data processing 72,933 70,822 62,478 143,755 120,550 Supplies and equipment 58,167 52,274 42,303 110,441 79,007 Occupancy 27,250 25,292 16,381 52,542 30,295 Other 135,736 124,758 112,272 260,494 196,553 ---------- ---------- ----------- ------------- ----------- Total non-interest expense 742,264 709,920 606,137 1,452,184 1,154,390 ---------- ---------- ----------- ------------- ------------ Income before income taxes 181,491 172,112 141,094 353,603 273,963 Income taxes 68,966 65,403 53,616 134,369 104,106 ---------- ---------- ----------- ------------- ------------ ========== ========== =========== ============= =========== Net income $ 112,525 $ 106,709 $ 87,478 $ 219,234 $ 169,857 ========== ========== =========== ============= ============ Basic earnings per share $ 0.57 $ 0.54 $ 0.44 $ 1.11 $ 0.86 ========== ========== =========== ============= ============ Diluted earnings per share $ 0.54 $ 0.51 $ 0.41 $ 1.05 $ 0.80 ========== ========== =========== ============= ============ Dividends paid per share $ 0.03 $ 0.03 $ 0.03 $ 0.05 $ 0.05 ========== ========== =========== ============= ============ CAPITAL ONE FINANCIAL CORPORATION Statements of Average Balances, Income and Expense, Yields and Rates (dollars in thousands)(unaudited) Managed (1) Quarter Ended 6/30/00 Quarter Ended 3/31/00 --------------------------------- -------------------------------------- Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ------- ------- ------ ------- ------- ------ Earning assets: Consumer loans $ 20,915,125 $ 937,935 17.94% $ 20,181,373 $ 911,418 18.06% Securities available for sale 1,519,369 22,845 6.01 1,681,537 24,734 5.88 Other 146,760 1,776 4.84 174,658 1,776 4.07 ------------------------------------------------------------------------- Total earning assets $ 22,581,254 $ 962,556 17.05% $ 22,037,568 $ 937,928 17.02% ======================== ========================== Interest-bearing liabilities: Deposits $ 4,495,242 $ 63,619 5.66% $ 3,894,250 $ 52,120 5.35% Other borrowings 2,687,569 46,914 6.98 2,504,724 41,454 6.62 Senior notes 3,659,603 62,016 6.78 4,019,484 68,376 6.80 Securitization liability 10,870,733 175,655 6.46 10,458,226 57,124 6.01 --------------------------------- ------------------------------------- Total interest-bearing liabilities $ 21,713,147 $ 348,204 6.41% $ 20,876,684 $ 319,074 6.11% ========================= ========================== ======= ======= Net interest spread 10.64% 10.91% ======= ======= Interest income to average earning assets 17.05% 17.02% Interest expense to average earning assets 6.17 5.79 ======= ======= Net interest margin 10.88% 11.23% ======= ======= (1) The information in this table reflects the adjustment to add back the effect of securitized loans. CAPITAL ONE FINANCIAL CORPORATION Statements of Average Balances, Income and Expense, Yields and Rates (dollars in thousands)(unaudited) Managed (1) Quarter Ended 6/30/99 -------------------------------- Average Income/ Yield/ Balance Expense Rate ------- ------- ----- Earning assets: Consumer loans $ 17,597,571 $ 766,595 17.43% Securities available for sale 1,673,433 23,522 5.62 Other 157,425 1,058 2.69 -------------------------------- Total earning assets $ 19,428,429 $ 791,175 16.29% ====================== Interest-bearing liabilities: Deposits $ 2,270,769 $ 26,438 4.66% Other borrowings 1,599,977 21,196 5.30 Senior notes 4,620,921 80,654 6.98 Securitization liability 10,161,421 135,788 5.35 ------------------------------- Total interest-bearing liabilities $ 18,653,088 $ 264,076 5.66% ====================== ======= Net interest spread 10.63% ======== Interest income to average earning assets 16.29% Interest expense to average earning assets 5.44 ======== Net interest margin 10.85% ======== (1) The information in this table reflects the adjustment to add back the effect of securitized loans.