AmazonScience/document-haystack

1PART I 2Item 1. Business 3OVERVIEW4General5Capital One Financial Corporation, a Delaware corporation established in 1994 and headquartered in McLean, Virginia, is a 6diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation 7and its subsidiaries (the “Company” or “Capital One”) offer a broad array of financial products and services to consumers, 8small businesses and commercial clients through digital channels, branch locations, cafés and other distribution channels. 9As of December 31, 2023, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National 10Association (“CONA”). On October 1, 2022, the Company completed the merger of Capital One Bank (USA), National 11Association (“COBNA”), with and into CONA, with CONA as the surviving entity (the “Bank Merger”). The Company is 12hereafter collectively referred to as “we,” “us” or “our.” References to the “Bank” shall mean and refer to (i) CONA from and 13after the Bank Merger and (ii) CONA and COBNA collectively prior to the Bank Merger.14References to “this Report” or our “2023 Form 10-K” or “2023 Annual Report” are to our Annual Report on Form 10-K for the 15fiscal year ended December 31, 2023. All references to 2023, 2022 and 2021, refer to our fiscal years ended, or the dates, as the 16context requires, December 31, 2023, December 31, 2022 and December 31, 2021, respectively. Certain business terms used in 17this document are defined in “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 18Operations (“MD&A”)—Glossary and Acronyms” and should be read in conjunction with the Consolidated Financial 19Statements included in this Report.20We were the third largest issuer of Visa ® (“Visa”) and MasterCard ® (“MasterCard”) credit cards in the U.S. based on the 21outstanding balance of credit card loans as of December 31, 2023. In addition to credit cards, we also offer debit cards, bank 22lending, treasury management and depository services, auto loans and other consumer lending products in markets across the 23U.S. As one of the nation’s largest banks based on deposits as of December 31, 2023, we service banking customer accounts 24through digital channels and our network of branch locations, cafés, call centers and automated teller machines (“ATMs”). 25We also offer products and services outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect 26subsidiary of CONA organized and located in the United Kingdom (“U.K.”), and through a branch of CONA in Canada. Both 27COEP and our Canadian branch of CONA have the authority to provide credit card loans.28Agreement to Acquire Discover 29On February 19, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among 30Capital One, Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware 31corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which (a) Merger Sub will 32merge with and into Discover, with Discover as the surviving entity in the merger (the “Merger”); (b) immediately following 33the Merger, Discover, as the surviving entity, will merge with and into Capital One, with Capital One as the surviving entity in 34the second-step merger (the “Second Step Merger”); and (c) immediately following the Second Step Merger, Discover Bank, a 35Delaware-chartered and wholly owned subsidiary of Discover, will merge with and into CONA, with CONA as the surviving 36entity in the merger (the “CONA Bank Merger,” and collectively with the Merger and the Second Step Merger, the 37“Transaction”). The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and 38Discover.39At the effective time of the Merger, each share of common stock of Discover outstanding immediately prior to the effective 40time of the Merger, other than certain shares held by Discover or Capital One, will be converted into the right to receive 1.0192 41shares of common stock of Capital One. Holders of Discover common stock will receive cash in lieu of fractional shares. At the 42effective time of the Second Step Merger, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, 43Series C, of Discover, and each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, of 44Discover, in each case outstanding immediately prior to the effective time of the Second Step Merger, will be converted into the 45right to receive a share of newly created series of preferred stock of Capital One having terms that are not materially less 46favorable than the applicable series of Discover preferred stock. The closing of the Transaction is subject to the satisfaction of 474 Capital One Financial Corporation (COF)48The secret object #4 is a "bed".