8-K

UNITED STATES

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

October 18, 2012

Date of Report (Date of earliest event reported)

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

(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 October 18, 2012, Capital One Financial Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2012. Copies of the Company’s press release and financial supplement are attached and filed herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

The Company hereby furnishes the information in Exhibit 99.3 hereto, Earnings Release Slides – Third Quarter 2012.

Note: Information in Exhibit 99.3 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 99.3 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.

See attached press release and financial supplement at Exhibits 99.1 and 99.2, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit     No.	Description of Exhibit
99.1	Press Release, dated October 18, 2012– Third Quarter 2012
99.2	Financial Supplement – Third Quarter 2012
99.3	Earnings Release Slides – Third Quarter 2012

Earnings Conference Call Webcast Information.

The Company will hold an earnings conference call on October 18, 2012 at 5:00 PM Eastern daylight time. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast via the Company’s home page (http://www.capitalone.com). Choose “Investors” to access the Investor Center and view and/or download the earnings press release, the financial supplement, including a reconciliation to GAAP financial measures, and the earnings release presentation. The replay of the webcast will be archived on the Company’s website through November 1, 2012 at 10:00 PM.

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, hereunto duly authorized.

	CAPITAL ONE FINANCIAL CORPORATION
Dated: October 18, 2012	By:	/s/ Gary L. Perlin
		Gary L. Perlin
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

Contacts:
Investor Relations	Media Relations
Jeff Norris	Julie Rakes	Tatiana Stead
703.720.2455	804.284.5800	703.720.2352

FOR IMMEDIATE RELEASE: October 18, 2012

Capital One Reports Third Quarter 2012 Net Income of $1.2 billion,

or $2.01 per share

Tier 1 common ratio of 10.7% under Basel I; expected to be above 8% on Basel III basis in 2013¹

McLean, Va. (October 18, 2012) – Capital One Financial Corporation (NYSE: COF) today announced net income for the third quarter of 2012 of $1.2 billion, or $2.01 per diluted common share, compared with net income of $93 million, or $0.16 per diluted common share, for the second quarter of 2012, and net income of $813 million, or $1.77 per diluted common share, for the third quarter of 2011.

“Capital One posted solid results across all of our businesses in the third quarter, including strong contributions from ING Direct and the HSBC U.S. credit card business,” said Richard D. Fairbank, Chairman and Chief Executive Officer. “We are well positioned to sustain strong returns and capital generation, even in an environment with low industry growth and prolonged low interest rates.”

Total Company Results

All comparisons in the following paragraphs are for the third quarter of 2012 compared with the second quarter of 2012 unless otherwise noted.

Loans and Deposits

Period-end loans held for investment remained essentially flat at $203.1 billion. Domestic Card period-end loans decreased by $177 million as modest organic growth in revolving credit card loans was more than offset by the expected run-off in the quarter of HSBC credit card loans and the continuing run-off of installment loans. Period-end loans in Home Loans decreased by $1.9 billion, or 4 percent, to $46.3 billion driven by continued run-off of acquired portfolios. Commercial Banking’s period-end loans increased $1.2 billion, or 3 percent, to $37.2 billion, and period-end loans in Auto Finance grew $1.2 billion, or 5 percent, to $26.4 billion due to strong growth in both businesses.

Capital One Third Quarter 2012 Earnings

Page 2

Average loans in the quarter grew by $10.2 billion, or 5 percent, to $202.9 billion, primarily as a result of a $9.0 billion, or 13 percent, increase in Domestic Card average loans due to the full-quarter impact of the HSBC U.S. credit card acquisition. Average Home Loans decreased by $1.7 billion, or 3 percent, to $47.3 billion driven by continued run-off of acquired portfolios. Average Commercial Banking loans increased $1.5 billion, or 4 percent, to $36.8 billion, and average Auto Finance loans grew $1.4 billion, or 6 percent, to $25.9 billion, again due to strong growth in both businesses.

Period-end total deposits decreased $676 million to $213.3 billion, driven by a reduction in deposits in legacy banking segments. Deposit interest rates remained essentially flat in the quarter.

Revenues

Total net revenue for the third quarter of 2012 was $5.8 billion, an increase of $727 million, or 14 percent, largely due to the full-quarter impact of the HSBC credit card loans acquired in the second quarter and a lower non-principal reserve build related to the HSBC acquisition. This resulted in an increase in net interest margin of 93 basis points to 6.97 percent. Cost of funds in the third quarter of 1.06 percent remained flat relative to the second quarter.

Non-interest income increased $82 million, or 8 percent, also due to the full-quarter impact of the HSBC U.S. credit card acquisition.

Non-Interest Expense

Operating expense for the third quarter decreased $79 million, or 3 percent, largely due to a decrease in charges for legal and regulatory matters and unique items as well as lower merger-related expenses, which were partially offset by the full-quarter impact of the HSBC U.S. credit card acquisition. Marketing expense declined $18 million, or 5 percent.

Provision for Credit Losses

Provision for credit losses was $1.0 billion in the quarter, down $663 million from the previous quarter, driven by a significantly lower HSBC-related allowance build.

Capital One Third Quarter 2012 Earnings

Page 3

The net charge-off rate was 1.75 percent in the third quarter of 2012, an increase of 22 basis points from 1.53 percent in the second quarter, largely because a lower proportion of charge-offs on the HSBC U.S. credit card loans was absorbed by the credit mark on such loans than in the second quarter. The net charge-off rate for Domestic Card remained at low levels, driven by merger-related impacts and favorable seasonal patterns. The company expects the Domestic Card charge-off rate to increase significantly in the fourth quarter as the impact of the mark has largely run its course and because the third quarter is the seasonal low point for the underlying Domestic Card charge-off rate. The net charge-off rate for Auto increased 68 basis points primarily due to seasonality, while the rate for Commercial Banking declined 19 basis points.

Net charge-offs include approximately $25 million from the required implementation of newly issued Office of the Comptroller of the Currency (OCC) guidance regarding the treatment of consumer loans where the borrower has gone through Chapter 7 bankruptcy.

Net Income

Income from continuing operations before income taxes of $1.7 billion in the quarter was impacted by lower provision expense and a full-quarter of HSBC results relative to the second quarter. Net income was $1.2 billion in the third quarter, up from $93 million in the prior quarter.

Capital Ratios

The company’s estimated Tier 1 common ratio was approximately 10.7 percent as of September 30, 2012, up from 9.9 percent as of June 30, 2012.

“Given our strong capital trajectory, we expect to exceed an assumed Basel III Tier 1 common ratio target of 8 percent in 2013,” said Gary L. Perlin, Capital One’s Chief Financial Officer. “This includes the estimated impact of implementing the Basel II Advanced Approaches to calculating regulatory capital, which we expect will apply to Capital One in 2016 or later.”

Capital One Third Quarter 2012 Earnings

Page 4

Detailed segment information will be available in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

¹  Assumed 8 percent Basel III Tier 1 common ratio target assumes a buffer of 50 basis points for a systemically important financial institution (SIFI) under applicable rules and regulations and a further buffer of 50 basis points. Actual target will depend on regulatory expectations and business judgments. Estimated based on the company’s current interpretation, expectations and understanding of the Basel III capital rules and other capital regulations proposed by U.S. regulators and the application of such rules to its businesses as currently conducted. Basel III calculations are necessarily subject to change based on, among other things, the scope and terms of the final rules and regulations, model calibration and other implementation guidance, changes in the company’s businesses and certain actions of management, including those affecting the composition of its balance sheet. The company believes this ratio provides useful information to investors and others by measuring its progress against expected future regulatory capital standards.

Earnings Conference Call Webcast Information

The company will hold an earnings conference call on October 18, 2012 at 5:00 PM, Eastern Daylight Time. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast via the company’s home page (www.capitalone.com). Choose “Investors” to access the Investor Center and view and/or download the earnings press release, the financial supplement, including a reconciliation to GAAP financial measures, and the earnings release presentation. The replay of the webcast will be archived on the company’s website through November 1, 2012 at 10:00 PM.

Forward-looking statements

The company cautions that its current expectations in this release dated October 18, 2012 and the company’s plans, objectives, expectations and intentions, are forward-looking statements which speak only as of the date hereof. The company does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information, future events or otherwise.

Certain statements in this release are forward-looking statements, including those that discuss, among other things: strategies, goals, outlook or other non-historical matters; projections, revenues, income, returns, expenses, capital measures, accruals for claims in litigation and for other claims against the company, earnings per share or other financial measures for the company; future financial and operating results; the company’s plans, objectives, expectations and intentions; the projected impact and benefits of the acquisition of ING Direct and HSBC’s U.S. Card business (the “Transactions”); and the assumptions that underlie these matters. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995. Numerous factors could cause the company’s actual results to differ materially from those described in such forward-looking statements, including, among other things: general economic and business conditions in the U.S., the U.K., Canada or the company’s local markets, including conditions affecting employment levels, interest rates, consumer income and confidence, spending and savings that may affect consumer bankruptcies, defaults, charge-offs and deposit activity; an increase or decrease in credit losses (including increases due to a worsening of

Capital One Third Quarter 2012 Earnings

Page 5

general economic conditions in the credit environment); financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder and regulations governing bank capital and liquidity standards, including Basel-related initiatives; the possibility that the company may not fully realize the projected cost savings and other projected benefits of the Transactions; difficulties and delays in integrating the assets and businesses acquired in the Transactions; business disruption following the Transactions; diversion of management time on issues related to the Transactions, including integration of the assets and businesses acquired; reputational risks and the reaction of customers and counterparties to the Transactions; disruptions relating to the Transactions negatively impacting the company’s ability to maintain relationships with customers, employees and suppliers; changes in asset quality and credit risk as a result of the Transactions; the accuracy of estimates and assumptions the company uses to determine the fair value of assets acquired and liabilities assumed in the Transactions, and the potential for its estimates or assumptions to change as additional information becomes available and the company completes the accounting analysis of the Transactions; developments, changes or actions relating to any litigation matter involving the company; the inability to sustain revenue and earnings growth; increases or decreases in interest rates; the company’s ability to access the capital markets at attractive rates and terms to capitalize and fund its operations and future growth; the success of the company’s marketing efforts in attracting and retaining customers; increases or decreases in the company’s aggregate loan balances or the number of customers and the growth rate and composition thereof, including increases or decreases resulting from factors such as shifting product mix, amount of actual marketing expenses the company incurs and attrition of loan balances; the level of future repurchase or indemnification requests the company may receive, the actual future performance of mortgage loans relating to such requests, the success rates of claimants against the company, any developments in litigation and the actual recoveries the company may make on any collateral relating to claims against the company; the amount and rate of deposit growth; changes in the reputation of or expectations regarding the financial services industry or the company with respect to practices, products or financial condition; any significant disruption in the company’s operations or technology platform; the company’s ability to maintain a compliance infrastructure suitable for the nature of our business; the company’s ability to control costs; the amount of, and rate of growth in, the company’s expenses as its business develops or changes or as it expands into new market areas; 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 the company’s response rates and consumer payments; the company’s ability to recruit and retain experienced personnel to assist in the management and operations of new products and services; changes in the labor and employment markets; fraud or misconduct by the company’s customers, employees or business partners; competition from providers of products and services that compete with the company’s businesses; and other risk factors set forth from time to time in reports that the company files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2011.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., Capital One Bank (USA), N. A., and ING Bank, fsb, had

Capital One Third Quarter 2012 Earnings

Page 6

$213.3 billion in deposits and $302.0 billion in total assets outstanding as of September 30, 2012. Headquartered in McLean, Virginia, Capital One and ING Direct offer a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has approximately 1,000 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.

###

EX-99.2

Exhibit 99.2

Capital One Financial Corporation

Financial Supplement

      Third Quarter 2012 ⁽¹⁾⁽²⁾

Table of Contents

		Page
Capital One Financial Corporation Consolidated
Table    1:	Financial & Statistical Summary—Consolidated		1
Table    2:	Notes to Consolidated Financial & Statistical Summary (Table 1)		2
Table    3:	Consolidated Statements of Income		3
Table    4:	Consolidated Balance Sheets		4
Table    5:	Average Balances, Net Interest Income and Net Interest Margin		5
Table    6:	Loan Information and Performance Statistics		6
Table    7:	Loan Information and Performance Statistics (Excluding Acquired Loans) (3)		7
Business Segment Detail
Table    8:	Financial & Statistical Summary—Credit Card Business		8
Table    9:	Financial & Statistical Summary—Consumer Banking Business		9
Table  10:	Financial & Statistical Summary—Commercial Banking Business		10
Table  11:	Financial & Statistical Summary—Other and Total		11
Table  12:	Notes to Loan and Business Segment Disclosures (Tables 6 — 11)		12
Other
Table  13:	Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures		13

⁽¹⁾  The information contained in this Financial Supplement is preliminary and based on data available at the time of the earnings presentation, and investors should refer to our September 30, 2012 Quarterly Report on Form 10-Q once it is filed with the Securities and Exchange Commission.

⁽²⁾  References to ING Direct refer to the business and assets acquired and liabilities assumed in the February 17, 2012 acquisition. References to HSBC refer to the May 1, 2012 transaction in which we acquired substantially all of HSBC’s credit card and private-label credit card business in the United States (“HSBC U.S. card”).

⁽³⁾  We use the term “acquired loans” to refer to a limited portion of the credit card loans acquired in the HSBC U.S. card acquisition and the substantial majority of loans acquired in the ING Direct and Chevy Chase Bank (“CCB”) acquisitions, which were recorded at fair value at acquisition and subsequently accounted for based on estimated cash flows expected to be collected over the life of the loans (under the accounting standard formerly known as “SOP 03-3”). Because SOP 03-3 takes into consideration future credit losses expected to be incurred over the life of the loans, there are no charge-offs or an allowance associated with these loans unless the estimated cash flows expected to be collected decrease subsequent to acquisition. In addition, these loans are not classified as delinquent or nonperforming even though the customer may be contractually past due because we expect that we will fully collect the carrying value of these loans. The accounting and classification of these loans may significantly alter some of our reported credit quality metrics. We therefore supplement certain reported credit quality metrics with metrics adjusted to exclude the impact of these acquired loans.

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 1: Financial & Statistical Summary—Consolidated ^(1)(2)(3)

(Dollars in millions, except per share data and as noted) (unaudited)	2012 Q3			2012 Q2			2012 Q1			2011 Q4			2011 Q3
Earnings
Net interest income	$	4,646		$	4,001		$	3,414		$	3,182		$	3,283
Non-interest income (4) (5)		1,136			1,054			1,521			868			871
Total net revenue (6)		5,782			5,055			4,935			4,050			4,154
Provision for credit losses		1,014			1,677			573			861			622
Marketing expenses		316			334			321			420			312
Operating expenses (7)		2,729			2,808			2,183			2,198			1,985
Income from continuing operations before income taxes		1,723			236			1,858			571			1,235
Income tax provision		535			43			353			160			370
Income from continuing operations, net of tax		1,188			193			1,505			411			865
Loss from discontinued operations, net of tax (4)		(10	)		(100	)		(102	)		(4	)		(52	)
Net income		1,178			93			1,403			407			813
Dividends and undistributed earnings allocated to participating securities		(5	)		(1	)		(7	)		(26	)		—
Net income available to common stockholders	$	1,173		$	92		$	1,396		$	381		$	813
Common Share Statistics
Basic EPS (8):
Income from continuing operations, net of tax	$	2.05		$	0.33		$	2.94		$	0.89		$	1.89
Loss from discontinued operations, net of tax		(0.02	)		(0.17	)		(0.20	)		(0.01	)		(0.11	)
Net income per common share	$	2.03		$	0.16		$	2.74		$	0.88		$	1.78
Diluted EPS (8):
Income from continuing operations, net of tax	$	2.03		$	0.33		$	2.92		$	0.89		$	1.88
Loss from discontinued operations, net of tax		(0.02	)		(0.17	)		(0.20	)		(0.01	)		(0.11	)
Net income per common share	$	2.01		$	0.16		$	2.72		$	0.88		$	1.77
Weighted average common shares outstanding (in millions):
Basic EPS		578.3			577.7			508.7			456.2			456.0
Diluted EPS		584.1			582.8			513.1			458.5			460.4
Common shares outstanding (period end, in millions)		581.3			580.7			580.2			459.9			459.6
Dividends per common share	$	0.05		$	0.05		$	0.05		$	0.05		$	0.05
Tangible book value per common share (period end) (9)		40.17			35.67			39.37			34.26			33.56
Balance Sheet (Period End)
Loans held for investment (10)	$	203,132		$	202,749		$	173,822		$	135,892		$	129,952
Interest-earning assets		270,661			264,331			265,398			179,878			174,307
Total assets		301,989			296,572			294,481			206,019			200,148
Interest-bearing deposits		192,488			193,859			197,254			109,945			110,777
Total deposits		213,255			213,931			216,528			128,226			128,318
Borrowings		38,377			35,874			32,885			39,561			34,315
Stockholders’ equity		39,672			37,192			36,950			29,666			29,378
Balance Sheet (Quarterly Average Balances)
Average loans held for investment (10)	$	202,856		$	192,632		$	152,900		$	131,581		$	129,043
Average interest-earning assets		266,803			265,019			220,246			176,271			177,531
Average total assets		297,154			295,306			246,384			200,106			201,611
Average interest-bearing deposits		193,700			195,597			151,625			109,914			110,750
Average total deposits		213,323			214,914			170,259			128,450			128,268
Average borrowings		36,451			35,418			35,994			34,811			37,366
Average stockholders’ equity		38,535			37,533			32,982			29,698			29,316
Performance Metrics
Net interest income growth (quarter over quarter)		16	%		17	%		7	%		(3	)%		5	%
Non-interest income growth (quarter over quarter)		8			(31	)		75			—			2
Total net revenue growth (quarter over quarter)		14			2			22			(3	)		4
Total net revenue margin (11)		8.67			7.63			8.96			9.19			9.36
Net interest margin (12)		6.97			6.04			6.20			7.22			7.40
Return on average assets (13)		1.60			0.26			2.44			0.82			1.72
Return on average total stockholders’ equity (14)		12.33			2.06			18.25			5.54			11.80
Return on average tangible common equity (15)		21.48			3.53			31.60			10.43			22.58
Non-interest expense as a % of average loans held for investment (16)		6.00			6.52			6.55			7.96			7.12
Efficiency ratio (17)		52.66			62.16			50.74			64.64			55.30
Effective income tax rate		31.1			18.2			19.0			28.0			30.0
Full-time equivalent employees (in thousands), period end		37.6			37.4			34.2			30.5			29.5
Credit Quality Metrics (10) (18)
Allowance for loan and lease losses	$	5,154		$	4,998		$	4,060		$	4,250		$	4,280
Allowance as a % of loans held for investment		2.54	%		2.47	%		2.34	%		3.13	%		3.29	%
Allowance as a % of loans held for investment (excluding acquired loans)		3.11			3.08			3.08			3.22			3.40
Net charge-offs	$	887		$	738		$	780		$	884		$	812
Net charge-off rate (19)		1.75	%		1.53	%		2.04	%		2.69	%		2.52	%
Net charge-off rate (excluding acquired loans) (19)		2.18			1.96			2.40			2.79			2.62
30+ day performing delinquency rate		2.54			2.06			2.23			3.35			3.13
30+ day performing delinquency rate (excluding acquired loans)		3.15			2.59			2.96			3.47			3.25
30+ day delinquency rate (20)		**			2.43			2.69			3.95			3.81
30+ day delinquency rate (excluding acquired loans) (20)		**			3.06			3.57			4.09			3.95
Capital Ratios (21)
Tier 1 common ratio (22)		10.7	%		9.9	%		11.9	%		9.7	%		10.0	%
Tier 1 risk-based capital ratio (23)		12.7			11.6			13.9			12.0			12.4
Total risk-based capital ratio (24)		15.0			14.0			16.5			14.9			15.4
Tangible common equity (“TCE”) ratio (25)		8.2			7.4			8.2			8.2			8.3

Page 1

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 2: Notes to Consolidated Financial & Statistical Summary (Table 1)

⁽¹⁾  Certain prior period amounts have been reclassified to conform to the current period presentation.

⁽²⁾  Results for Q2 2012 and thereafter include the impact of the May 1, 2012 closing of the HSBC transaction, which resulted in the addition of approximately $28.2 billion in credit card receivables at closing.

⁽³⁾  Results for Q1 2012 and thereafter include the impact of the February 17, 2012 acquisition of ING Direct, which resulted in the addition of loans of $40.4 billion, other assets of $53.9 billion and deposits of $84.4 billion at acquisition.

⁽⁴⁾  We did not record a provision for repurchase losses in Q3 2012. We recorded a provision for repurchase losses of $180 million in Q2 2012, $169 million in Q1 2012, $59 million in Q4 2011 and $72 million in Q3 2011. The majority of the provision for repurchase losses is generally included net of tax in discontinued operations, with the remaining amount included pre-tax in non-interest income. The mortgage representation and warranty reserve decreased to $919 million as of September 30, 2012, from $1.0 billion as of June 30, 2012, due to the settlement of claims in Q3 2012 totaling $83 million.

⁽⁵⁾  Includes a bargain purchase gain of $594 million recognized in earnings in Q1 2012 attributable to the February 17, 2012 acquisition of ING Direct.

⁽⁶⁾  Total net revenue was reduced by $185 million in Q3 2012, $311 million in Q2 2012, $123 million in Q1 2012, $130 million in Q4 2011 and $24 million in Q3 2011, for the estimated uncollectible amount of billed finance charges and fees. Premium amortization related to the HSBC U.S. card and ING Direct acquisitions reduced revenue by $133 million for Q3 2012, $104 million in Q2 2012, and $30 million in Q1 2012.

⁽⁷⁾  Includes merger-related expenses, including transaction costs, attributable to acquisitions of $48 million in Q3 2012, $133 million in Q2 2012, $86 million in Q1 2012, $27 million in Q4 2011, and $18 million in Q3 2011. Also includes intangible amortization expense related to purchased credit card relationships (“PCCR”) from the HSBC U.S. card acquisition of $127 million in Q3 2012 and $85 million in Q2 2012. Other asset and intangible amortization expense related to the HSBC U.S. Card and ING Direct acquisitions totaled $42 million in Q3 2012, $41 million in Q2 2012, and $16 million in Q1 2012.

⁽⁸⁾  Earnings per share is computed independently for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the year-to-date amounts.

⁽⁹⁾  Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. See “Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of tangible common equity.

⁽¹⁰⁾  See “Table 12: Notes to Loan and Business Segment Disclosures (Tables 6 — 11)” for information on acquired loans accounted for based on estimated cash flows expected to be collected.

⁽¹¹⁾  Calculated based on annualized total net revenue for the period divided by average interest-earning assets for the period.

⁽¹²⁾  Calculated based on annualized net interest income for the period divided by average interest-earning assets for the period.

⁽¹³⁾  Calculated based on annualized income from continuing operations, net of tax, for the period divided by average total assets for the period.

⁽¹⁴⁾  Calculated based on annualized income from continuing operations, net of tax, for the period divided by average stockholders’ equity for the period.

⁽¹⁵⁾  Calculated based on annualized income from continuing operations, net of tax, for the period divided by average tangible common equity for the period.

⁽¹⁶⁾  Calculated based on annualized non-interest expense for the period divided by average loans held for investment for the period.

⁽¹⁷⁾  Calculated based on non-interest expense, excluding goodwill impairment charges, for the period divided by total net revenue for the period.

⁽¹⁸⁾  Loans acquired as part of the HSBC U.S. card, ING Direct and CCB acquisitions classified as held for investment are included in the denominator used in calculating our reported credit quality metrics. We supplement certain reported credit quality metrics with metrics adjusted to exclude from the denominator acquired loans accounted for based on estimated expected cash flows to be collected (formerly SOP 03-3). See “Table 7: Loan Information and Performance Statistics (Excluding Acquired Loans)” for additional information.

⁽¹⁹⁾  Calculated based on annualized net charge-offs for the period divided by average loans held for investment for the period.

⁽²⁰⁾  The 30+ day total delinquency rate as of the end of Q3 2012 will be provided in the September 30, 2012 Quarterly Report on Form 10-Q.

⁽²¹⁾  Regulatory capital ratios as of the end of Q3 2012 are preliminary and therefore subject to change.

⁽²²⁾  Tier 1 common ratio is a regulatory capital measure calculated based on Tier 1 common capital divided by risk-weighted assets. See “Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio.

⁽²³⁾  Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets. See “Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio.

⁽²⁴⁾  Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets. See “Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio.

⁽²⁵⁾  TCE ratio is a non-GAAP measure calculated based on tangible common equity divided by tangible assets. See “Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio and non-GAAP reconciliation.

Page 2

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 3: Consolidated Statements of Income

	Three Months Ended									Nine Months Ended
(Dollars in millions, except per share data) (unaudited)	September 30, 2012			June 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
Interest income:
Loans held for investment	$	4,901		$	4,255		$	3,550		$	12,811		$	10,334
Investment securities		335			335			264			968			893
Other		18			26			21			70			59
Total interest income		5,254			4,616			3,835			13,849			11,286
Interest expense:
Deposits		371			373			294			1,055			923
Securitized debt obligations		64			69			89			213			342
Senior and subordinated notes		85			87			84			260			211
Other borrowings		88			86			85			260			251
Total interest expense		608			615			552			1,788			1,727
Net interest income		4,646			4,001			3,283			12,061			9,559
Provision for credit losses		1,014			1,677			622			3,264			1,499
Net interest income after provision for credit losses		3,632			2,324			2,661			8,797			8,060
Non-interest income:
Service charges and other customer-related fees		557			539			542			1,511			1,527
Interchange fees, net		452			408			321			1,188			972
Net other-than-temporary impairment losses recognized in earnings		(13	)		(13	)		(6	)		(40	)		(15	)
Bargain purchase gain (1)		—			—			—			594			—
Other		140			120			14			458			186
Total non-interest income		1,136			1,054			871			3,711			2,670
Non-interest expense:
Salaries and associate benefits		1,002			971			750			2,837			2,206
Marketing		316			334			312			971			917
Communications and data processing		198			203			178			573			504
Supplies and equipment		209			178			143			534			402
Occupancy		145			145			122			413			359
Merger-related expenses		48			133			18			267			18
Other		1,127			1,178			774			3,096			2,308
Total non-interest expense		3,045			3,142			2,297			8,691			6,714
Income from continuing operations before income taxes		1,723			236			1,235			3,817			4,016
Income tax provision		535			43			370			931			1,174
Income from continuing operations, net of tax		1,188			193			865			2,886			2,842
Loss from discontinued operations, net of tax		(10	)		(100	)		(52	)		(212	)		(102	)
Net income		1,178			93			813			2,674			2,740
Dividends and undistributed earnings allocated to participating securities		(5	)		(1	)		—			(12	)		—
Net income available to common stockholders	$	1,173		$	92		$	813		$	2,662		$	2,740
Basic earnings per common share:
Income from continuing operations	$	2.05		$	0.33		$	1.89		$	5.18		$	6.24
Loss from discontinued operations		(0.02	)		(0.17	)		(0.11	)		(0.38	)		(0.22	)
Net income per basic common share	$	2.03		$	0.16		$	1.78		$	4.80		$	6.02
Diluted earnings per common share:
Income from continuing operations	$	2.03		$	0.33		$	1.88		$	5.13		$	6.17
Loss from discontinued operations		(0.02	)		(0.17	)		(0.11	)		(0.38	)		(0.22	)
Net income per diluted common share	$	2.01		$	0.16		$	1.77		$	4.75		$	5.95
Weighted average common shares outstanding (in millions):
Basic EPS		578.3			577.7			456.0			555.0			455.2
Diluted EPS		584.1			582.8			460.4			560.1			461.0
Dividends paid per common share	$	0.05		$	0.05		$	0.05		$	0.15		$	0.15

⁽¹⁾  Represents the excess of the fair value of the net assets acquired in the ING Direct acquisition as of the acquisition date of February 17, 2012 over the consideration transferred.

Page 3

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 4: Consolidated Balance Sheets

(Dollars in millions)(unaudited)	September 30, 2012			June 30, 2012			December 31, 2011			September 30, 2011
Assets:
Cash and due from banks	$	1,855		$	2,297		$	2,097		$	1,794
Interest-bearing deposits with banks		3,860			3,352			3,399			3,238
Federal funds sold and securities purchased under agreements to resell		254			330			342			1,326
Cash and cash equivalents		5,969			5,979			5,838			6,358
Restricted cash for securitization investors		760			370			791			984
Securities available for sale, at fair value		61,464			55,289			38,759			38,400
Loans held for investment:
Unsecuritized loans held for investment		159,219			158,680			88,242			83,010
Restricted loans for securitization investors		43,913			44,069			47,650			46,942
Total loans held for investment		203,132			202,749			135,892			129,952
Less: Allowance for loan and lease losses		(5,154	)		(4,998	)		(4,250	)		(4,280	)
Net loans held for investment		197,978			197,751			131,642			125,672
Loans held for sale, at lower-of-cost-or-fair-value		187			1,047			201			312
Accounts receivable from securitizations		166			96			94			101
Premises and equipment, net		3,519			3,556			2,748			2,785
Interest receivable		1,614			1,623			1,029			958
Goodwill		13,901			13,864			13,592			13,593
Other		16,431			16,997			11,325			10,985
Total assets	$	301,989		$	296,572		$	206,019		$	200,148
Liabilities:
Interest payable	$	368		$	462		$	466		$	401
Customer deposits:
Non-interest bearing deposits		20,767			20,072			18,281			17,541
Interest-bearing deposits		192,488			193,859			109,945			110,777
Total customer deposits		213,255			213,931			128,226			128,318
Securitized debt obligations		12,686			13,608			16,527			17,120
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase		967			1,101			1,464			1,441
Senior and subordinated notes		11,756			12,079			11,034			11,051
Other borrowings		12,968			9,086			10,536			4,703
Total other debt		25,691			22,266			23,034			17,195
Other liabilities		10,317			9,113			8,100			7,736
Total liabilities		262,317			259,380			176,353			170,770
Stockholders’ equity:
Preferred stock		853			—			—			—
Common stock		6			6			5			5
Paid-in capital, net		25,265			25,217			19,274			19,234
Retained earnings and accumulated other comprehensive income		16,835			15,255			13,631			13,382
Treasury stock, at cost		(3,287	)		(3,286	)		(3,244	)		(3,243	)
Total stockholders’ equity		39,672			37,192			29,666			29,378
Total liabilities and stockholders’ equity	$	301,989		$	296,572		$	206,019		$	200,148

Page 4

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 5: Average Balances, Net Interest Income and Net Interest Margin

	2012 Q3							2012 Q2							2011 Q3
(Dollars in millions) (unaudited)	Average Balance		Interest Income/ Expense		Yield/ Rate			Average Balance		Interest Income/ Expense		Yield/ Rate			Average Balance		Interest Income/ Expense		Yield/ Rate
Interest-earning assets:
Loans held for investment	$	202,856	$	4,901		9.66	%	$	192,632	$	4,255		8.84	%	$	129,043	$	3,550		11.00	%
Investment securities		57,928		335		2.31			56,972		335		2.35			37,189		264		2.84
Cash equivalents and other		6,019		18		1.20			15,415		26		0.67			11,299		21		0.74
Total interest-earning assets	$	266,803	$	5,254		7.88	%	$	265,019	$	4,616		6.97	%	$	177,531	$	3,835		8.64	%
Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	36,965	$	61		0.66	%	$	35,783	$	56		0.63	%	$	12,602	$	9		0.29	%
Money market deposit accounts		107,340		189		0.70			108,401		190		0.70			47,483		100		0.84
Savings accounts		29,963		21		0.28			31,379		25		0.32			30,944		56		0.72
CD’s of $100,000 or more		4,838		35		2.89			5,030		35		2.78			5,407		43		3.18
Other consumer time deposits		12,878		63		1.96			13,658		65		1.90			13,530		84		2.48
Public fund CD’s of $100,000 or more		68		1		5.88			75		1		5.33			92		1		4.35
Foreign time deposits		1,648		1		0.24			1,271		1		0.31			692		1		0.58
Total interest-bearing deposits		193,700		371		0.77			195,597		373		0.76			110,750		294		1.06
Securitized debt obligations		13,331		64		1.92			14,948		69		1.85			18,478		89		1.93
Senior and subordinated notes		11,035		85		3.08			11,213		87		3.10			10,519		84		3.19
Other borrowings		12,085		88		2.91			9,257		86		3.72			8,369		85		4.06
Total interest-bearing liabilities	$	230,151	$	608		1.06	%	$	231,015	$	615		1.06	%	$	148,116	$	552		1.49	%
Net interest income/spread			$	4,646		6.82	%			$	4,001		5.91	%			$	3,283		7.15	%
Impact of non-interest bearing funding						0.15							0.13							0.25
Net interest margin						6.97	%						6.04	%						7.40	%

Page 5

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 6: Loan Information and Performance Statistics ^(1)(2)(3)

(Dollars in millions)(unaudited)	2012 Q3			2012 Q2			2012 Q1			2011 Q4			2011 Q3
Period-end Loans Held For Investment
Credit card:
Domestic credit card	$	80,621		$	80,798		$	53,173		$	56,609		$	53,820
International credit card		8,412			8,116			8,303			8,466			8,210
Total credit card		89,033			88,914			61,476			65,075			62,030
Consumer banking:
Automobile		26,434			25,251			23,568			21,779			20,422
Home loan		46,275			48,224			49,550			10,433			10,916
Retail banking		4,029			4,140			4,182			4,103			4,014
Total consumer banking		76,738			77,615			77,300			36,315			35,352
Commercial banking: (4)
Commercial and multifamily real estate		16,963			16,254			15,702			15,736			14,660
Commercial and industrial		18,965			18,467			17,761			17,088			16,145
Total commercial lending		35,928			34,721			33,463			32,824			30,805
Small-ticket commercial real estate		1,281			1,335			1,443			1,503			1,571
Total commercial banking		37,209			36,056			34,906			34,327			32,376
Other loans		152			164			140			175			194
Total	$	203,132		$	202,749		$	173,822		$	135,892		$	129,952
Average Loans Held For Investment
Credit card:
Domestic credit card	$	80,502		$	71,468		$	54,131		$	54,403		$	53,668
International credit card		8,154			8,194			8,301			8,361			8,703
Total credit card		88,656			79,662			62,432			62,764			62,371
Consumer banking:
Automobile		25,923			24,487			22,582			21,101			19,757
Home loan		47,262			48,966			29,502			10,683			11,126
Retail banking		4,086			4,153			4,179			4,007			3,979
Total consumer banking		77,271			77,606			56,263			35,791			34,862
Commercial banking: (4)
Commercial and multifamily real estate		16,654			15,838			15,514			14,920			14,291
Commercial and industrial		18,817			18,001			17,038			16,376			15,726
Total commercial lending		35,471			33,839			32,552			31,296			30,017
Small-ticket commercial real estate		1,296			1,388			1,480			1,547			1,598
Total commercial banking		36,767			35,227			34,032			32,843			31,615
Other loans		162			137			173			183			195
Total	$	202,856		$	192,632		$	152,900		$	131,581		$	129,043
Net Charge-off Rates(7)
Credit card:
Domestic credit card		3.04	%		2.86	%		3.92	%		4.07	%		3.92	%
International credit card		4.95			5.49			5.52			5.77			6.15
Total credit card		3.22			3.13			4.14			4.30			4.23
Consumer Banking:
Automobile		1.79			1.11			1.41			2.07			1.69
Home loan		0.28			0.09			0.20			0.90			0.53
Retail banking		1.20			1.27			1.39			1.44			1.67
Total consumer banking		0.83			0.48			0.77			1.65			1.32
Commercial banking: (4)
Commercial and multifamily real estate		(0.05	)		0.18			0.09			0.75			0.11
Commercial and industrial		—			0.10			(0.08	)		0.21			0.42
Total commercial lending		(0.03	)		0.14			—			0.47			0.27
Small-ticket commercial real estate		0.79			1.46			4.24			3.73			2.19
Total commercial banking		—			0.19			0.19			0.62			0.37
Other loans		30.11			18.04			23.30			24.08			15.28
Total		1.75	%		1.53	%		2.04	%		2.69	%		2.52	%
30+ Day Performing Delinquency Rates(7)
Credit card:
Domestic credit card		3.52	%		2.79	%		3.25	%		3.66	%		3.65	%
International credit card		4.92			4.84			5.14			5.18			5.35
Total credit card		3.65	%		2.97	%		3.51	%		3.86	%		3.87	%
Consumer Banking:
Automobile		6.12	%		5.20	%		4.87	%		6.88	%		6.34	%
Home loan		0.15			0.15			0.15			0.89			0.78
Retail banking		0.73			0.69			0.80			0.83			0.89
Total consumer banking		2.23	%		1.82	%		1.63	%		4.47	%		4.01	%
Nonperforming Asset Rates (5)(6)(7)
Consumer banking:
Automobile		0.52	%		0.41	%		0.32	%		0.58	%		0.53	%
Home loan		0.98			0.94			0.94			4.58			4.74
Retail banking		2.25			2.21			2.25			2.50			2.37
Total consumer banking		0.89	%		0.83	%		0.82	%		1.94	%		2.04	%
Commercial banking: (4)
Commercial and multifamily real estate		1.04	%		1.28	%		1.55	%		1.40	%		2.12	%
Commercial and industrial		0.68			0.81			0.69			0.80			1.00
Total commercial lending		0.85	%		1.03	%		1.09	%		1.09	%		1.53	%
Small-ticket commercial real estate		1.49			1.25			4.35			2.86			1.58
Total commercial banking		0.87	%		1.04	%		1.23	%		1.17	%		1.54	%

Page 6

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 7: Loan Information and Performance Statistics (Excluding Acquired Loans) ^(1)(2)(3)(7)

	2012			2012			2012			2011			2011
(Dollars in millions)(unaudited)	Q3			Q2			Q1			Q4			Q3
Period-end Loans Held For Investment (Excluding Acquired Loans)
Credit card:
Domestic credit card	$	80,250		$	80,269		$	53,173		$	56,609		$	53,820
International credit card		8,412			8,116			8,303			8,466			8,210
Total credit card		88,662			88,385			61,476			65,075			62,030
Consumer banking:
Automobile		26,411			25,221			23,530			21,732			20,366
Home loan		7,719			7,582			6,967			6,321			6,634
Retail banking		3,990			4,099			4,142			4,058			3,969
Total consumer banking		38,120			36,902			34,639			32,111			30,969
Commercial banking: (4)
Commercial and multifamily real estate		16,800			16,064			15,490			15,573			14,496
Commercial and industrial		18,729			18,226			17,503			16,770			15,820
Total commercial lending		35,529			34,290			32,993			32,343			30,316
Small-ticket commercial real estate		1,281			1,335			1,443			1,503			1,571
Total commercial banking		36,810			35,625			34,436			33,846			31,887
Other loans		152			164			140			175			194
Total	$	163,744		$	161,076		$	130,691		$	131,207		$	125,080
Average Loans Held For Investment (Excluding Acquired Loans)
Credit card:
Domestic credit card	$	80,079		$	71,080		$	54,131		$	54,403		$	53,668
International credit card		8,154			8,194			8,301			8,361			8,703
Total credit card		88,233			79,274			62,432			62,764			62,371
Consumer banking:
Automobile		25,897			24,454			22,540			21,049			19,692
Home loan		7,996			7,686			6,994			6,483			6,759
Retail banking		4,046			4,110			4,136			3,962			3,933
Total consumer banking		37,939			36,250			33,670			31,494			30,384
Commercial banking: (4)
Commercial and multifamily real estate		16,489			15,646			15,328			14,757			14,101
Commercial and industrial		18,579			17,755			16,750			16,055			15,396
Total commercial lending		35,068			33,401			32,078			30,812			29,497
Small-ticket commercial real estate		1,296			1,388			1,480			1,547			1,598
Total commercial banking		36,364			34,789			33,558			32,359			31,095
Other loans		162			137			173			183			195
Total	$	162,698		$	150,450		$	129,833		$	126,800		$	124,045
Net Charge-off Rates (Excluding Acquired Loans)
Credit card:
Domestic credit card		3.06	%		2.87	%		3.92	%		4.07	%		3.92	%
International credit card		4.95			5.49			5.52			5.77			6.15
Total credit card		3.23			3.14			4.14			4.30			4.23
Consumer Banking:
Automobile		1.79			1.11			1.41			2.07			1.69
Home loan		1.65			0.60			0.82			1.48			0.87
Retail banking		1.22			1.29			1.40			1.46			1.69
Total consumer banking		1.70			1.02			1.29			1.87			1.51
Commercial banking: (4)
Commercial and multifamily real estate		(0.05	)		0.18			0.09			0.76			0.11
Commercial and industrial		—			0.10			(0.08	)		0.22			0.43
Total commercial lending		(0.03	)		0.14			0.01			0.48			0.28
Small-ticket commercial real estate		0.79			1.46			4.24			3.73			2.19
Total commercial banking		—			0.19			0.19			0.63			0.38
Other loans		30.11			18.04			23.30			24.08			15.28
Total		2.18	%		1.96	%		2.40	%		2.79	%		2.62	%
30+ Day Performing Delinquency Rates (Excluding Acquired Loans)
Credit card:
Domestic credit card		3.53	%		2.81	%		3.25	%		3.66	%		3.65	%
International credit card		4.92			4.84			5.14			5.18			5.35
Total credit card		3.67	%		2.99	%		3.51	%		3.86	%		3.87	%
Consumer Banking:
Automobile		6.12	%		5.20	%		4.88	%		6.90	%		6.36	%
Home loan		0.89			0.93			1.10			1.47			1.28
Retail banking		0.74			0.70			0.81			0.84			0.90
Total consumer banking		4.50	%		3.82	%		3.63	%		5.06	%		4.57	%
Nonperforming Asset Rates (Excluding Acquired Loans) (5)(6)
Consumer banking:
Automobile		0.52	%		0.41	%		0.32	%		0.58	%		0.53	%
Home loan		5.85			5.96			6.66			7.55			7.80
Retail banking		2.27			2.24			2.28			2.52			2.40
Total consumer banking		1.78	%		1.75	%		1.83	%		2.20	%		2.33	%
Commercial banking: (4)
Commercial and multifamily real estate		1.05	%		1.29	%		1.57	%		1.42	%		2.14	%
Commercial and industrial		0.69			0.82			0.70			0.81			1.02
Total commercial lending		0.86			1.04			1.11			1.10			1.56
Small-ticket commercial real estate		1.49			1.25			4.35			2.86			1.58
Total commercial banking		0.88	%		1.05	%		1.25	%		1.18	%		1.56	%

Page 7

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 8: Financial & Statistical Summary—Credit Card Business ⁽²⁾

	2012			2012			2012			2011			2011
(Dollars in millions) (unaudited)	Q3			Q2			Q1			Q4			Q3
Credit Card
Earnings:
Net interest income	$	2,991		$	2,350		$	1,992		$	1,949		$	2,042
Non-interest income		826			771			598			638			678
Total net revenue		3,817			3,121			2,590			2,587			2,720
Provision for credit losses		892			1,711			458			600			511
Non-interest expense		1,790			1,863			1,268			1,431			1,188
Income (loss) from continuing operations before taxes		1,135			(453	)		864			556			1,021
Income tax provision (benefit)		394			(156	)		298			203			358
Income (loss) from continuing operations, net of tax	$	741		$	(297	)	$	566		$	353		$	663
Selected performance metrics:
Period-end loans held for investment	$	89,033		$	88,914		$	61,476		$	65,075		$	62,030
Average loans held for investment		88,656			79,662			62,432			62,764			62,371
Average yield on loans held for investment		15.03	%		13.42	%		14.41	%		14.12	%		14.84	%
Total net revenue margin		17.22			15.67			16.59			16.49			17.44
Net charge-off rate(7)		3.22			3.13			4.14			4.30			4.23
30+ day delinquency rate(7)		3.65			2.97			3.51			3.86			3.87
Purchase volume (8)	$	48,020		$	45,228		$	34,498		$	38,179		$	34,918
Domestic Card
Earnings:
Net interest income	$	2,715		$	2,118		$	1,713		$	1,706		$	1,753
Non-interest income		722			708			497			613			588
Total net revenue		3,437			2,826			2,210			2,319			2,341
Provision for credit losses		811			1,600			361			519			381
Non-interest expense		1,584			1,634			1,052			1,183			972
Income (loss) from continuing operations before taxes		1,042			(408	)		797			617			988
Income tax provision (benefit)		369			(144	)		282			222			351
Income (loss) from continuing operations, net of tax	$	673		$	(264	)	$	515		$	395		$	637
Selected performance metrics:
Period-end loans held for investment	$	80,621		$	80,798		$	53,173		$	56,609		$	53,820
Average loans held for investment		80,502			71,468			54,131			54,403			53,668
Average yield on loans held for investment		14.88	%		13.33	%		14.11	%		14.05	%		14.62	%
Total net revenue margin		17.08			15.82			16.33			17.05			17.45
Net charge-off rate(7)		3.04			2.86			3.92			4.07			3.92
30+ day delinquency rate(7)		3.52			2.79			3.25			3.66			3.65
Purchase volume (8)	$	44,552		$	41,807		$	31,417		$	34,586		$	31,686
International Card
Earnings:
Net interest income	$	276		$	232		$	279		$	243		$	289
Non-interest income		104			63			101			25			90
Total net revenue		380			295			380			268			379
Provision for credit losses		81			111			97			81			130
Non-interest expense		206			229			216			248			216
Income (loss) from continuing operations before taxes		93			(45	)		67			(61	)		33
Income tax provision (benefit)		25			(12	)		16			(19	)		7
Income (loss) from continuing operations, net of tax	$	68		$	(33	)	$	51		$	(42	)	$	26
Selected performance metrics:
Period-end loans held for investment	$	8,412		$	8,116		$	8,303		$	8,466		$	8,210
Average loans held for investment		8,154			8,194			8,301			8,361			8,703
Average yield on loans held for investment		16.47	%		14.18	%		16.38	%		14.57	%		16.24	%
Total net revenue margin		18.64			14.40			18.31			12.82			17.42
Net charge-off rate		4.95			5.49			5.52			5.77			6.15
30+ day delinquency rate		4.92			4.84			5.14			5.18			5.35
Purchase volume (8)	$	3,468		$	3,421		$	3,081		$	3,593		$	3,232

Page 8

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 9: Financial & Statistical Summary—Consumer Banking Business ⁽³⁾

(Dollars in millions) (unaudited)	2012 Q3			2012 Q2			2012 Q1			2011 Q4			2011 Q3
Consumer Banking
Earnings:
Net interest income	$	1,501		$	1,496		$	1,288		$	1,105		$	1,097
Non-interest income		260			185			176			152			188
Total net revenue		1,761			1,681			1,464			1,257			1,285
Provision for credit losses		202			44			174			180			136
Non-interest expense		977			959			943			893			853
Income from continuing operations before taxes		582			678			347			184			296
Income tax provision		206			240			123			67			106
Income from continuing operations, net of tax	$	376		$	438		$	224		$	117		$	190
Selected performance metrics:
Period-end loans held for investment	$	76,738		$	77,615		$	77,300		$	36,315		$	35,352
Average loans held for investment		77,271			77,606			56,263			35,791			34,862
Average yield on loans held for investment		6.05	%		6.17	%		7.20	%		9.46	%		9.83	%
Auto loan originations	$	3,905		$	4,306		$	4,270		$	3,586		$	3,409
Period-end deposits		173,100			173,966			176,007			88,540			88,589
Average deposits		173,334			174,416			129,915			88,390			88,266
Deposit interest expense rate		0.71	%		0.70	%		0.73	%		0.84	%		0.95	%
Core deposit intangible amortization	$	41		$	42		$	37		$	31		$	32
Net charge-off rate(7)		0.83	%		0.48	%		0.77	%		1.65	%		1.32	%
30+ day performing delinquency rate(7)		2.23			1.82			1.63			4.47			4.01
30+ day delinquency rate(7)(9)		**			2.47			2.25			5.99			5.57
Nonperforming loan rate (5)(7)		0.84			0.79			0.77			1.79			1.88
Nonperforming asset rate (5)(7)		0.89			0.83			0.82			1.94			2.04
Period-end loans serviced for others	$	15,659		$	16,108		$	17,586		$	17,998		$	18,624

Page 9

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 10: Financial & Statistical Summary—Commercial Banking Business ⁽³⁾

	2012			2012			2012			2011			2011
(Dollars in millions) (unaudited)	Q3			Q2			Q1			Q4			Q3
Commercial Banking (4)(11)
Earnings:
Net interest income	$	432		$	427		$	431		$	425		$	407
Non-interest income		87			82			85			87			63
Total net revenue		519			509			516			512			470
Provision for credit losses		(87	)		(94	)		(69	)		76			(10	)
Non-interest expense		253			251			261			254			237
Income from continuing operations before taxes		353			352			324			182			243
Income tax provision		125			124			114			65			86
Income from continuing operations, net of tax	$	228		$	228		$	210		$	117		$	157
Selected performance metrics:
Period-end loans held for investment	$	37,209		$	36,056		$	34,906		$	34,327		$	32,376
Average loans held for investment		36,767			35,227			34,032			32,843			31,615
Average yield on loans held for investment		4.14	%		4.27	%		4.47	%		4.70	%		4.71	%
Period-end deposits	$	28,670		$	27,784		$	28,046		$	26,683		$	25,376
Average deposits		28,063			27,943			27,569			26,185			25,321
Deposit interest expense rate		0.31	%		0.33	%		0.37	%		0.42	%		0.47	%
Core deposit intangible amortization	$	8		$	9		$	9		$	9		$	10
Net charge-off rate(7)		—	%		0.19	%		0.19	%		0.62	%		0.37	%
Nonperforming loan rate (5)(7)		0.82			0.99			1.15			1.08			1.42
Nonperforming asset rate (5)(7)		0.87			1.04			1.23			1.17			1.54
Risk category: (10)
Noncriticized	$	35,112		$	33,745		$	32,339		$	31,617		$	29,636
Criticized performing		1,394			1,524			1,695			1,857			1,790
Criticized nonperforming		305			356			402			372			459
Total risk-rated loans		36,811			35,625			34,436			33,846			31,885
Acquired commercial loans		398			431			470			481			491
Total commercial loans	$	37,209		$	36,056		$	34,906		$	34,327		$	32,376
% of period-end held for investment commercial loans:
Noncriticized		94.4	%		93.6	%		92.6	%		92.1	%		91.6	%
Criticized performing		3.7			4.2			4.9			5.4			5.5
Criticized nonperforming		0.8			1.0			1.2			1.1			1.4
Total risk-rated loans		98.9			98.8			98.7			98.6			98.5
Acquired commercial loans		1.1			1.2			1.3			1.4			1.5
Total commercial loans		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Page 10

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 11: Financial & Statistical Summary—Other and Total ⁽²⁾⁽³⁾

	2012			2012			2012			2011			2011
(Dollars in millions) (unaudited)	Q3			Q2			Q1			Q4			Q3
Other (4)
Earnings:
Net interest expense	$	(278	)	$	(272	)	$	(297	)	$	(297	)	$	(263	)
Non-interest income		(37	)		16			662			(9	)		(58	)
Total net revenue		(315	)		(256	)		365			(306	)		(321	)
Provision for credit losses		7			16			10			5			(15	)
Non-interest expense		25			69			32			40			19
Income (loss) from continuing operations before taxes		(347	)		(341	)		323			(351	)		(325	)
Income tax benefit		(190	)		(165	)		(182	)		(175	)		(180	)
Income (loss) from continuing operations, net of tax	$	(157	)	$	(176	)	$	505		$	(176	)	$	(145	)
Selected performance metrics:
Period-end loans held for investment	$	152		$	164		$	140		$	175		$	194
Average loans held for investment		162			137			173			183			195
Period-end deposits		11,485			12,181			12,475			13,003			14,353
Average deposits		11,926			12,555			12,775			13,875			14,681
Total
Earnings:
Net interest income	$	4,646		$	4,001		$	3,414		$	3,182		$	3,283
Non-interest income		1,136			1,054			1,521			868			871
Total net revenue		5,782			5,055			4,935			4,050			4,154
Provision for credit losses		1,014			1,677			573			861			622
Non-interest expense		3,045			3,142			2,504			2,618			2,297
Income from continuing operations before taxes		1,723			236			1,858			571			1,235
Income tax provision		535			43			353			160			370
Income from continuing operations, net of tax	$	1,188		$	193		$	1,505		$	411		$	865
Selected performance metrics:
Period-end loans held for investment	$	203,132		$	202,749		$	173,822		$	135,892		$	129,952
Average loans held for investment		202,856			192,632			152,900			131,581			129,043
Period-end deposits		213,255			213,931			216,528			128,226			128,318
Average deposits		213,323			214,914			170,259			128,450			128,268

Page 11

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 12: Notes to Loan and Business Segment Disclosures (Tables 6—11)

⁽¹⁾  Certain prior period amounts have been reclassified to conform to the current period presentation.

⁽²⁾  Results for Q2 2012 and thereafter include the impact of the May 1, 2012 closing of the HSBC transaction, which resulted in the addition of approximately $28.2 billion in credit card receivables at closing.

⁽³⁾  Results for Q1 2012 and thereafter include the impact of the February 17, 2012 acquisition of ING Direct, which resulted in the addition of loans of $40.4 billion, other assets of $53.9 billion and deposits of $84.4 billion at acquisition.

⁽⁴⁾  In Q1 2012, we re-aligned the products within our Commercial Banking segment to reflect the business operations by product rather than by customer type. As a result of this re-alignment, we now report three product categories: commercial and multifamily real estate, commercial and industrial loans and small-ticket commercial real estate. Middle market and specialty lending related products are included in commercial and industrial loans. All tax-related commercial real estate investments, some of which were previously included in the “Other” segment, are now included in the commercial and multifamily real estate category of our Commercial Banking segment. Prior period amounts have been recast to conform to the current period presentation.

⁽⁵⁾  Nonperforming assets consist of nonperforming loans, real estate owned (“REO”) and other foreclosed assets. The nonperforming asset ratios are calculated based on nonperforming assets for each category divided by the combined period-end total of loans held for investment, REO and other foreclosed assets for each respective category.

⁽⁶⁾  As permitted by regulatory guidance, our policy is generally to exempt delinquent credit card loans from being classified as nonperforming. We continue to accrue finance charges and fees on credit card loans until the loan is charged off, typically when the account becomes 180 days past due. Revenue is reduced each period by the amount of estimated uncollectible billed finance charges and fees.

⁽⁷⁾  Loans acquired as part of the HSBC U.S. card, ING Direct and CCB acquisitions are included in the denominator used in calculating the credit quality metrics presented in Tables 6, 8, 9, and 10. These metrics, adjusted to exclude from the denominator acquired loans accounted for based on estimated cash flows expected to be collected over the life of the loans (formerly SOP 03-3), are presented in Table 7. The table below presents amounts related to these acquired loans.

(Dollars in millions) (unaudited)	2012 Q3		2012 Q2		2012 Q1		2011 Q4		2011 Q3
Acquired loans accounted for under SOP 03-3:
Period-end unpaid principal balance	$	40,749	$	43,333	$	44,798	$	5,751	$	6,021
Period-end loans held for investment		39,388		41,673		43,131		4,685		4,873
Average loans held for investment		40,158		42,182		23,067		4,781		4,998

⁽⁸⁾  Includes credit card purchase transactions net of returns. Excludes cash advance transactions.

⁽⁹⁾  The 30+ day total delinquency rate as of the end of Q3 2012 will be provided in the September 30, 2012 Quarterly Report on Form 10-Q.

⁽¹⁰⁾  Criticized exposures correspond to the “Special Mention,” “Substandard” and “Doubtful” asset categories defined by bank regulatory authorities.

⁽¹¹⁾  Because some of our tax-related commercial investments generate tax-exempt income or tax credits, we make certain reclassifications within our Commercial Banking business results to present revenues on a taxable-equivalent basis, calculated assuming an effective tax rate approximately equal to our federal statutory tax rate of 35%.

Page 12

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 13: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures

In addition to disclosing required regulatory capital measures, we also report certain non-GAAP capital measures that management uses in assessing its capital adequacy. These non-GAAP measures include average tangible common equity, tangible common equity (“TCE”) and TCE ratio. The table below provides the details of the calculation of our regulatory capital and non-GAAP capital measures. While our non-GAAP capital measures are widely used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies, they may not be comparable to similarly titled measures reported by other companies.

	2012			2012			2012			2011			2011
(Dollars in millions)(unaudited)	Q3			Q2			Q1			Q4			Q3
Average Equity to Non-GAAP Average Tangible Common Equity
Average total stockholders’ equity	$	38,535		$	37,533		$	32,982		$	29,698		$	29,316
Less: Average intangible assets (1)		(16,408	)		(15,689	)		(13,931	)		(13,935	)		(13,990	)
Average tangible common equity	$	22,127		$	21,844		$	19,051		$	15,763		$	15,326
Stockholders’ Equity to Non-GAAP Tangible Common Equity
Total stockholders’ equity	$	39,672		$	37,192		$	36,950		$	29,666		$	29,378
Less: Intangible assets (1)		(16,323	)		(16,477	)		(14,110	)		(13,908	)		(13,953	)
Tangible common equity	$	23,349		$	20,715		$	22,840		$	15,758		$	15,425
Total Assets to Tangible Assets
Total assets	$	301,989		$	296,572		$	294,481		$	206,019		$	200,148
Less: Assets from discontinued operations		(309	)		(310	)		(304	)		(305	)		(304	)
Total assets from continuing operations		301,680			296,262			294,177			205,714			199,844
Less: Intangible assets (1)		(16,323	)		(16,477	)		(14,110	)		(13,908	)		(13,953	)
Tangible assets	$	285,357		$	279,785		$	280,067		$	191,806		$	185,891
Non-GAAP TCE Ratio
Tangible common equity	$	23,349		$	20,715		$	22,840		$	15,758		$	15,425
Tangible assets		285,357			279,785			280,067			191,806			185,891
TCE ratio (2)		8.2	%		7.4	%		8.2	%		8.2	%		8.3	%
Regulatory Capital Ratios (3)
Total stockholders’ equity	$	39,672		$	37,192		$	36,950		$	29,666		$	29,378
Less:  Net unrealized (gains) losses on AFS securities recorded in AOCI (4)		(752	)		(422	)		(327	)		(289	)		(401	)
Net (gains) losses on cash flow hedges recorded in AOCI (4)		(6	)		34			70			71			54
Disallowed goodwill and other intangible assets		(14,497	)		(14,563	)		(14,057	)		(13,855	)		(13,898	)
Disallowed deferred tax assets		(221	)		(758	)		(902	)		(534	)		(227	)
Noncumulative perpetual preferred stock (5)		(853	)		—			—			—			—
Other		(12	)		(12	)		(3	)		(2	)		(2	)
Tier 1 common capital		23,331			21,471			21,731			15,057			14,904
Plus: Noncumulative perpetual preferred stock (5)		853			—			—			—			—
Tier 1 restricted core capital items (6)		3,636			3,636			3,636			3,635			3,636
Tier 1 capital		27,820			25,107			25,367			18,692			18,540
Plus:  Long-term debt qualifying as Tier 2 capital		2,119			2,318			2,438			2,438			2,438
Qualifying allowance for loan and lease losses		2,767			2,740			2,314			1,979			1,896
Other Tier 2 components		17			15			17			23			24
Tier 2 capital		4,903			5,073			4,769			4,440			4,358
Total risk-based capital (7)	$	32,723		$	30,180		$	30,136		$	23,132		$	22,898
Risk-weighted assets (8)	$	218,369		$	216,341		$	182,704		$	155,657		$	149,028
Tier 1 common ratio (9)		10.7	%		9.9	%		11.9	%		9.7	%		10.0	%
Tier 1 risk-based capital ratio (10)		12.7			11.6			13.9			12.0			12.4
Total risk-based capital ratio (11)		15.0			14.0			16.5			14.9			15.4

⁽¹⁾  Includes impact from related deferred taxes.

⁽²⁾  Calculated based on tangible common equity divided by tangible assets.

⁽³⁾  Regulatory capital ratios as of the end of Q3 2012 are preliminary and therefore subject to change.

⁽⁴⁾  Amounts presented are net of tax.

⁽⁵⁾  Noncumulative perpetual preferred stock qualifies for Tier 1 capital; however, it is not includable in Tier 1 common capital.

⁽⁶⁾  Consists primarily of trust preferred securities.

⁽⁷⁾  Total risk-based capital equals the sum of Tier 1 capital and Tier 2 capital.

⁽⁸⁾  Calculated based on prescribed regulatory guidelines.

⁽⁹⁾  Tier 1 common ratio is a regulatory measure calculated based on Tier 1 common capital divided by risk-weighted assets.

⁽¹⁰⁾  Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighed assets.

⁽¹¹⁾  Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighed assets.

Page 13

EX-99.3

Third Quarter 2012 Results

October 18, 2012

Exhibit 99.3

Forward-Looking Statements

Please note that the following materials containing information regarding Capital One's financial performance speak only as of the particular date or dates indicated

in these materials. Capital One does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information,

future events or otherwise. 

Certain statements in this presentation and other oral and written statements made by Capital One from time to time are forward-looking statements, including those

that discuss, among other things: strategies, goals, outlook or other non-historical matters; projections, revenues, income, returns, expenses, capital measures,

accruals for claims in litigation and for other claims against Capital One, earnings per share or other financial measures for Capital One; future financial and

operating results; Capital One's plans, objectives, expectations

and intentions; the projected impact and benefits of the acquisitions of ING Direct and HSBC's U.S.

credit card business (the "Transactions"); and the assumptions that underlie these matters. 

To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private

Securities Litigation Reform Act of 1995. Numerous factors could

cause Capital One's actual results to differ materially from those described in such forward-

looking statements, including, among other things: general economic and business conditions in the U.S., the U.K., Canada and Capital One’s local markets,

including conditions affecting employment levels, interest rates, consumer income and confidence, spending and savings that may affect consumer bankruptcies,

defaults, charge-offs and deposit activity; an increase or decrease in credit losses (including increases due to a worsening of general economic conditions in the

credit environment); financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Wall Street Reform and Consumer

Protection Act and the regulations promulgated thereunder and regulations governing bank capital and liquidity standards, including Basel-related initiatives; the

possibility

that

Capital

One

may

not

fully

realize

the

projected

cost

savings

and

other

projected

benefits

of

the

Transactions;

difficulties

and

delays

in

integrating

the

assets

and

businesses

acquired

in

the

Transactions;

business

disruption

following

the

Transactions;

diversion

of

management

time

on

issues

related

to

the

Transactions,

including

integration

of

the

assets

and

businesses

acquired;

reputational

risks

and

the

reaction

of

customers

and

counterparties

to

the

Transactions;

disruptions relating to the Transactions negatively impacting Capital One’s ability to maintain relationships with customers, employees and suppliers; changes in

asset quality and credit risk as a result of the Transactions; the accuracy of estimates and assumptions Capital One uses to determine the fair value of assets

acquired

and

liabilities

assumed

in

the

Transactions,

and

the

potential

for

its

estimates

or

assumptions

to

change

as

additional

information

becomes

available

and

Capital One completes the accounting analysis of the Transactions; developments, changes or actions relating to any litigation matter involving Capital One; the

inability to sustain revenue and earnings growth; increases or decreases in interest rates; Capital One’s ability to access the capital markets at attractive rates and

terms to capitalize and fund its operations and future growth; the success of Capital One’s marketing efforts in attracting and retaining customers; increases or

decreases in Capital One’s aggregate loan balances or the number of customers and the growth rate and composition thereof, including increases or decreases

resulting from factors such as shifting product mix, amount of actual marketing expenses Capital One incurs and attrition of loan balances; the level of future

repurchase or indemnification requests Capital One may receive, the actual future performance of mortgage loans relating to such

requests, the success rates of

claimants against it, any developments in litigation and the actual recoveries Capital One may make on any collateral relating to claims against it; the amount and

rate of deposit growth; changes in the reputation of or expectations regarding the financial services industry or Capital One with respect to practices, products or

financial condition; any significant disruption in Capital One’s operations or technology platform; Capital One’s ability to maintain a compliance infrastructure

suitable for the nature of its business; Capital One’s ability to control costs; the amount of, and rate of growth in, its expenses as its business develops or changes

or

as

it

expands

into

new

market

areas;

Capital

One’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 Capital One’s response rates and consumer payments; Capital One’s ability to recruit and retain experienced

personnel to assist in the management and operations of new products and services; changes in the labor and employment markets; fraud or misconduct by Capital

One’s customers, employees or business partners; competition from providers of products and services that compete with Capital One’s businesses; and other risk

factors set forth from time to time in reports that Capital One files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on

Form 10-K for the year ended December 31, 2011.

You should carefully consider the factors discussed above in evaluating these forward-looking statements. All information in these slides is based on the

consolidated results of Capital One Financial Corporation, unless otherwise noted. A reconciliation of any non-GAAP financial measures included in this

presentation can be found in Capital One's most recent Current Report on Form 8-K filed October 18, 2012, available on its website at www.capitalone.com under

"Investors."

3

October 18, 2012

Third quarter net income was $1.18B, or $2.01 per common share,

including a full quarter of acquisitions and reduced credit impacts

•

Continued strong results evident in all three business segments

•

Relatively less impact from acquisition-related credit accounting

–

HSBC-related allowance build of $0.1B in Q3 vs. $1.2B in Q2

–

Other credit accounting impacts partially offsetting

•

Principal losses absorbed by HSBC mark of $176MM in Q3 vs. $251MM in Q2

•

Deal-related non-principal reserve build of $17MM in Q3 vs. $173MM in Q2

•

Ongoing impact from acquisition-related accounting on Q3’12 pre-

provision earnings; will decline gradually

–

Premium amortization on both deals of $133MM decreased revenue

–

PCCR amortization of $127MM included in operating expenses

–

Amortization on other intangibles and other assets related to acquisitions of $42MM

included in operating expenses

4

October 18, 2012

Third quarter results reflect continued solid business performance

Net interest income

Non-interest income

Total net revenue

Q3’12

Q2’12

Q1’12

Marketing

Operating expense

Non-interest expense

Net charge-offs

Allowance build/(release)

Provision for credit losses

Other

Pretax income from continuing operations

Income tax provision

Operating earnings, net of tax

Discontinued operations, net of tax

Pre-provision earnings

Net income

Diluted earnings per common share

4,646

1,136

5,782

316

2,729

3,045

2,737

887

156

(29)

1,014

1,723

535

1,188

(10)

1,178

$2.01

4,001

1,054

5,055

334

2,808

3,142

1,913

738

938

1

1,677

236

43

193

(100)

93

$0.16

3,414

1,521

4,935

321

2,183

2,504

2,431

780

(190)

(17)

573

1,858

353

1,505

(102)

1,403

$2.72

$MM

Q3 vs. Q2 highlights

A.

Increase in pre-

provision earnings

driven largely by full

quarter of HSBC, lower

charges on legal and

regulatory matters and

unique items

B.

Lower provision driven

largely by significantly

lower HSBC allowance

build

A

B

Wtd avg common shares outstanding

584.1

582.8

513.1

Net income avail to common stockholders

1,173

92

1,396

2

1

1

HSBC closed on 5/1/2012; includes partial quarter impacts of acquisition

2

ING Direct closed on 2/17/2012; includes partial quarter impacts of acquisition and bargain purchase gain of $594MM recognized in

non-interest income

5

October 18, 2012

The impact of acquisitions on NIM has largely played through

Yield/ 

Rate

Yield/ 

Rate

Average

Balance

Yield/ 

Rate

Average

Balance

Average

Balance

Average

Balance

Yield/ 

Rate

Q3’12

Average Balances & Margin Highlights

(Dollars in millions)

Interest-earning assets:

Loans held for investment

$

202,856

9.66

%

Investment securities

57,928

2.31

Cash equivalents and other

6,019

1.20

Total interest-earning assets

$

266,803

7.88

%

Interest-bearing liabilities:

Total interest-bearing deposits

$

193,700

0.77

%

Securitized debt obligations

13,331

1.92

Senior and subordinated notes

3.08

Other borrowings

2.91

Total interest-bearing liabilities

$

1.06

%

Impact of non-interest bearing funding

0.15

%

Net interest margin

6.97

%

11,035

12,085

230,151

Q2’12

$

192,632

8.84

%

56,972

2.35

15,415

0.67

$

265,019

6.97

%

$

195,597

0.76

%

14,948

1.85

3.10

3.72

$

1.06

%

0.13

%

6.04

%

11,213

9,257

231,015

Q1’12

$

152,900

9.56

%

50,543

2.36

16,803

0.62

$

220,246

7.23

%

$

151,625

0.82

%

16,185

1.98

3.43

3.61

$

1.20

%

0.17

%

6.20

%

10,268

9,541

187,619

Q4’11

$

131,581

10.46

%

39,005

2.50

5,685

1.20

$

176,271

8.40

%

$

109,914

0.96

%

16,780

1.91

3.48

4.41

$

1.43

%

0.25

%

7.22

%

10,237

7,794

144,725

6

October 18, 2012

Our capacity to generate capital is strong

Tier 1 Common Ratio (Basel I)

10.0%

9.7%

11.9%

9.9%

10.7%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

Q3'11

Q4'11

Q1'12

Q2'12

Q3'12

Disallowed DTA

RWA

EOP Loans

Tier 1 common capital

excluding disallowed DTA

($B)

Tier 1 common capital

(0.2)

149

130

15.1

14.9

(0.5)

156

15.6

15.1

136

(0.9)

183

22.6

21.7

174

216

22.3

21.5

203

(0.8)

1

Tier 1 common ratio is a regulatory capital measure calculated based on Tier 1 common capital divided by risk-weighted assets. See "Exhibit 99.2—Table 13:

Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures" for the calculation of this ratio.

218

23.5

23.3

203

(0.2)

1

7

October 18, 2012

We expect to meet an assumed Basel III capital target of 8% in 2013

•

We expect the Basel II rules will apply to us no earlier than January of 2016 but are

assumed to be fully implemented in our Basel III estimates

–

We expect to trigger Basel II status at the end of 2012

–

We will enter parallel run in 2015

•

Our Q3’12 estimated Basel III equivalent for Tier 1 common ratio is in the high 7%

range

–

Includes preliminary analysis of RWA (denominator) impacts of Basel II, and capital (numerator)

impacts of Basel II and Basel III

–

Is

adjusted

for

scheduled

amortization

of

PCCR

and

capital

punitive

securities

by

2016

•

We expect to be above an assumed target of 8% (Basel III Tier 1 common ratio) in

2013

1

2

1

Estimated based on our current interpretation, expectations and understanding of the Basel III capital rules and other capital regulations proposed by

U.S. regulators and the application of such rules to our businesses as currently conducted.  Basel III calculations are necessarily subject to change

based on, among other things, the scope and terms  of the final rules and regulations, model calibration and other implementation guidance, changes

in our businesses and certain actions of management, including those affecting the composition of our balance sheet.  We believe this ratio provides

useful information to investors and others by measuring our progress against expected future regulatory capital standards.

2

Our assumed 8% Basel III Tier 1 common ratio target assumes a SIFI buffer of 50 bps and a further buffer of 50 bps. Actual target will depend on

regulatory expectations and business judgments.  See Note 1 above for more information on Basel III calculations.

8

October 18, 2012

Consumer Banking

Commercial Banking

Domestic Card

Our businesses continue to deliver solid results

•

Ending loans declined by 0.2%

in the quarter

–

Excluding expected HSBC

and IL run-off, card grew

0.4%, in line with normal

seasonal patterns

•

Purchase

volumes

grew

9.1%

year-over-year

•

Net revenue margin of 17.1%

•

Charge-offs were 3.04%

–

Charge-offs suppressed by

89bps from purchase

accounting

–

Seasonally low quarter for

charge-offs

•

Steady growth continued with

ending loans up 3% in the

quarter and 15% year-over-

year

•

Revenue was up 2% in the

quarter and 11% year-over-

year

•

Charge-offs for the quarter

were zero, as recoveries offset

charge-offs

•

Modest decline in ending loan

balances

–

$2.0B expected run-off of

Home Loans

–

$1.2B growth in Auto loans

•

Revenue increased by 5%

quarter-over-quarter

–

Valuation of retained

mortgage interests

–

Growth in average Auto

loans

•

Charge-offs were 0.83%, up

35bps quarter-over-quarter,

consistent with normal Auto

seasonality

1

Reported purchase volume growth of 40.6% year-over-year, including the impact of the HSBC acquisition

1

9

October 18, 2012

Despite strong underlying growth, we expect significant run-off will

drive declining average loan balances in 2013

Underlying Growth

Portfolio Run-off

(expected 2013 run-off, ending loan balances)

•

Solid growth where we’re investing to grow:

–

Parts of Domestic Card

–

Auto Finance

–

Commercial Banking

•

Risks

–

Continued weak consumer demand

–

Increased competitive intensity

–

Uncertain economic, regulatory, and

rate environment

•

Increasing divergence between ending and

average loan balances

•

Consumer Banking (~$9 billion)

–

Home Loans inherited in acquisitions

•

Domestic Card (~$2 billion)

–

High-margin, high-loss portions of HSBC

U.S. credit card portfolio

–

Small amount of remaining run-off of

installment loans

•

Commercial Banking (~$140 million)

–

Small Ticket CRE inherited in acquisitions

10

October 18, 2012

17.08%

17.26%

(0.45%)

0.63%

10%

11%

12%

13%

14%

15%

16%

17%

18%

19%

Q3'12

Removal of Purchase

Accounting Impacts

Removal of

Seasonality

Adjusted Q3'12

Third quarter Domestic Card revenue margin is seasonally high

Domestic Card Revenue Margin

Q3’12

11

October 18, 2012

We expect Domestic Card revenue margin to decline from Q3 levels

Estimated Quarterly Revenue Margin Impacts

(cumulative basis point impact from Q3’12)

Q4’12

Q1’13

Q2’13

Q3’13

Q4’13

(10)

(30)

(40)

(40)

(50)

(1)

(5)

(9)

(12)

(15)

?

?

?

?

?

Franchise Enhancements

Align HSBC practices, payment

protection runoff, other

Mix Shift / Runoff

Higher yielding HSBC branded

book assets running off

Other Factors

Competitive, credit, and

interest rate environment

12

October 18, 2012

Expected 2013 trends for non-interest expense items are emerging in the

second half of 2012

Integration and

Purchase

Accounting

Synergies

Investments

Marketing

•

2013 marketing

expense of

approximately

$1.5B

•

Infrastructure and

customer

investments in 2013

similar to Q3’12

levels

•

Operating expense

investments to drive

Auto and

Commercial loan

growth similar to

Q3’12 levels

•

Majority of expected

synergies already

reflected in Q3’12

operating expense

•

Integration costs

and purchase

accounting

impacts in 2013

similar to Q3’12

levels

Operating Expense

13

October 18, 2012

Solid Business Results

in a Challenging

Environment

Strong Returns and

Capital Generation

Sure-footed

Integrations

We remain focused on delivering sustained shareholder value 

14

October 18, 2012