Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K/A

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended December 31, 2004.

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED).

 

For the transition period from                          to                         

 

Commission File No. 1-13300

 


 

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   54-1719854

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

1680 Capital One Drive

McLean, Virginia

  22102
(Address of Principal Executive Offices)   (Zip Code)

 

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

 


 

Securities registered pursuant to section 12(b) of the act:

 

Title of Each Class


 

Name of Each Exchange

on Which Registered


Common Stock, $.01 Par Value

  New York Stock Exchange

 


 

Securities Registered Pursuant to Section 12(g) of the Act:

 

None

 


 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x    No  ¨

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes  ¨    No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer    x  Accelerated filer    ¨  Non-accelerated filer    ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)    Yes  ¨    No x

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on January 31, 2005.

 

Common Stock, $.01 Par Value: $19,198,980,433*

 


 

* In determining this figure, the registrant assumed that the executive officers of the registrant and the registrant’s directors are affiliates of the registrant. Such assumption shall not be deemed to be conclusive for any other purpose. The number of shares outstanding of the registrant’s common stock as of the close of business on January 31, 2005.

 

Common Stock, $.01 Par Value: 247,182,857 shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

1. Portions of the Proxy Statement for the annual meeting of stockholders to be held on April 28,2005 are incorporated by reference into Part III.


Explanatory Note

 

This Amendment No. 1 on Form 10-K/A is being filed solely to provide language that was inadvertently omitted from the certifications provided as Exhibits 31.1 and 31.2.


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

        CAPITAL ONE FINANCIAL CORPORATION
        (Registrant)                    
Date: April 11, 2006       /s/ GARY L. PERLIN
       

Gary L. Perlin

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and duly authorized

officer of the Registrant)