Washington, DC 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


January 19, 2006

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its chapter)


Delaware    1-13300   54-1719854

(State or other jurisdiction

of incorporation)

File Number)
  (IRS Employer
Identification No.)


1680 Capital One Drive,

McLean, Virginia

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (703) 720-1000


(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition


On January 19, 2006, the Company issued a press release announcing its financial results for the fourth quarter ended December 31, 2005. A copy of the Company’s press release is attached and filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.


The Company’s consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) are referred to as its “reported” financial statements. Loans included in securitization transactions which qualified 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 “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 stakeholders.


Item 7.01. Regulation FD Disclosure.


The Company hereby furnishes the information in Exhibit 99.2 hereto, Fourth Quarter Earnings Presentation for the quarter ended December 31, 2005.


Note: Information in Exhibit 99.2 furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.




Item 8.01. Other Events.


  (a) See attached press release, at Exhibit 99.1.


  (b) Cautionary Factors.


The attached press release and information provided pursuant to Items 2.02, 7.01 and 9.01 contain 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;


an increase or decrease 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 capitalize and fund its operations and future growth;


financial, legal, regulatory, accounting changes or actions that may affect investment in, or the overall performance of, a product or business, including changes in existing law and regulation affecting the credit card and consumer loan industry, in particular (including federal bank examiner guidance affecting credit card and/or subprime lending) and the financial services industry, in general (including the ability of financial services companies to obtain, use and share consumer data);


changes in interest rates;


general economic conditions affecting consumer income, spending and repayments which may affect consumer bankruptcies or defaults and hence delinquencies and charge-offs;


with respect to financial and other products, changes in the Company’s aggregate accounts or consumer loan balances and the growth rate and composition 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;


the amount of deposit growth;


changes in the reputation of the credit card industry and/or the Company with respect to practices or products;


the Company’s ability to successfully continue to diversify its assets;


any significant disruption in our operations or technology platform;


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 ability of the Company to build the operational and organizational infrastructure necessary to engage in new businesses or to expand internationally;


the Company’s ability to execute on its strategic and operational plans;


any significant disruption of, or loss of public confidence in, the United States Mail service affecting our response rates and consumer payments;


the ability of the Company to recruit and retain experienced personnel to assist in the management and operations of new products and services;


the risks that the Hibernia businesses will not be integrated successfully and that the cost savings and any other synergies from the Hibernia transaction may not be fully realized;


the long-term impact of the Gulf Coast Hurricanes on the impacted region, including the amount of property, credit and other losses, the amount of investment, including deposits, in the region, and the pace and magnitude of economic recovery in the region;


other risk factors listed from time to time in the Company’s SEC reports including, but not limited to, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.




Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.


  (c) Exhibits.


Exhibit No.


Description of Exhibit      

99.1   Press release, dated December 31, 2005. (This exhibit shall be deemed to be “filed” with this Form 8-K)
99.2   Fourth Quarter Earnings Presentation.


Earnings Conference Call Webcast Information.


Capital One will hold an earnings conference call on January 19, 2006, 5:00 PM Eastern time. The conference call will be accessible through live webcast. Interested investors and other interested individuals can access the webcast via Capital One’s home page ( Choose “Investors” to access the Investor Center and view and/or download the earnings press release, a reconciliation to GAAP financial measures and other relevant financial information. The replay of the webcast will be archived on Capital One’s website through February 2, 2006.





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, hereunto duly authorized.



Dated: January 19, 2006






Gary L. Perlin

Executive Vice President

and Chief Financial Officer





99.1 Press Release of the Company dated January 19, 2006.


99.2 Fourth Quarter Earnings Presentation.