UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

(Former name, former address and former fiscal year, if changed since last report)

(Not applicable)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

As of July 31, 2013, there were 585,340,832 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION			1
Item 1.	Financial Statements		65
	Condensed Consolidated Statements of Income		66
	Condensed Consolidated Statements of Comprehensive Income		67
	Condensed Consolidated Balance Sheets		68
	Condensed Consolidated Statements of Changes in Stockholders’ Equity.		69
	Condensed Consolidated Statements of Cash Flows.		70
	Notes to Condensed Consolidated Financial Statements		71
	Note   1 —  Summary of Significant Accounting Policies		71
	Note   2 — Discontinued Operations		73
	Note   3 — Investment Securities		74
	Note   4 — Loans		84
	Note   5 — Allowance for Loan and Lease Losses.		108
	Note   6 —  Variable Interest Entities and Securitizations.		112
	Note   7 — Goodwill and Other Intangible Assets		117
	Note   8 — Deposits and Borrowings		118
	Note   9 — Derivative Instruments and Hedging Activities		121
	Note 10 — Stockholders’ Equity		128
	Note 11 — Earnings Per Common Share		130
	Note 12 — Fair Value of Financial Instruments.		131
	Note 13 — Business Segments		147
	Note 14 — Commitments, Contingencies and Guarantees		150
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)		1
	Summary of Selected Financial Data		1
	Introduction.		6
	Executive Summary and Business Outlook		7
	Critical Accounting Policies and Estimates		11
	Accounting Changes and Developments		13
	Consolidated Results of Operations		13
	Business Segment Financial Performance		20
	Consolidated Balance Sheet Analysis.		33
	Off-Balance Sheet Arrangements and Variable Interest Entities		38
	Capital Management		39
	Risk Management		42
	Credit Risk Profile		42
	Liquidity Risk Profile		54
	Market Risk Profile.		58
	Supervision and Regulation		60
	Forward-Looking Statements		61
	Supplemental Tables		64
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		163
Item 4.	Controls and Procedures		163
PART II—OTHER INFORMATION			164
Item 1.	Legal Proceedings		164
Item 1A.	Risk Factors		164
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		164

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		Page
Item 3.	Defaults upon Senior Securities		164
Item 5.	Other Information		164
Item 6.	Exhibits		164
SIGNATURES			165
EXHIBIT INDEX			166

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INDEX OF MD&A TABLES AND SUPPLEMENTAL TABLES

Table	Description	Page
—	MD&A Tables:
1	Consolidated Financial Highlights (Unaudited)		3
2	Business Segment Results		7
3	Average Balances, Net Interest Income and Net Interest Yield		14
4	Rate/Volume Analysis of Net Interest Income		16
5	Non-Interest Income		17
6	Non-Interest Expense		19
7	Credit Card Business Results		22
7.1	Domestic Card Business Results		25
7.2	International Card Business Results		26
8	Consumer Banking Business Results		28
9	Commercial Banking Business Results		31
10	“Other” Results		33
11	Investment Securities Available for Sale		34
12	Non-Agency Investment Securities Credit Ratings		36
13	Net Loans Held for Investment		36
14	Changes in Representation and Warranty Reserve		38
15	Capital Ratios Under Basel I		40
16	Loan Portfolio Composition		43
17	30+ Days Delinquencies		45
18	Aging and Geography of 30+ Days Delinquent Loans		46
19	90+ Days Delinquent Loans Accruing Interest		46
20	Nonperforming Loans and Other Nonperforming Assets		47
21	Net Charge-Offs		48
22	Loan Modifications and Restructurings		50
23	Allowance for Loan and Lease Losses Activity		52
24	Allocation of the Allowance for Loan and Lease Losses		53
25	Liquidity Reserves		54
26	Deposit Composition and Average Deposit Rates		55
27	Short-term Borrowings		56
28	Contractual Maturity Profile of Outstanding Debt		57
29	Senior Unsecured Debt Credit Ratings		58
30	Interest Rate Sensitivity Analysis		60
—	Supplemental Tables:
A	Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures under Basel I		64

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PART I—FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

This discussion contains forward-looking statements that are based upon management’s current expectations and are subject to significant uncertainties and changes in circumstances. Please review “Forward-Looking Statements” for more information on the forward-looking statements in this Quarterly Report on Form 10-Q (“this Report”). Our actual results may differ materially from those included in these forward-looking statements due to a variety of factors including, but not limited to, those described in “Part II—Item 1A. Risk Factors” in this Report and in “Part I—Item 1A. Risk Factors” in our 2012 Annual Report on Form 10-K (“2012 Form 10-K”). Unless otherwise specified, references to Notes to our consolidated financial statements are to the Notes to our unaudited condensed consolidated financial statements as of June 30, 2013 included in this Report.

Management monitors a variety of key indicators to evaluate our business results and financial condition. The following MD&A is intended to provide the reader with an understanding of our results of operations, financial condition and liquidity by focusing on changes from year to year in certain key measures used by management to evaluate performance, such as profitability, growth and credit quality metrics. MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited condensed consolidated financial statements and related notes in this Report and the more detailed information contained in our 2012 Form 10-K. MD&A is organized in the following sections:

•    Summary of Selected Financial Data	•    Off-Balance Sheet Arrangements and Variable
•    Introduction	Interest Entities
•    Executive Summary and Business Outlook	•    Capital Management
•    Critical Accounting Policies and Estimates	•    Risk Management
•    Accounting Changes and Developments	•    Credit Risk Profile
•    Consolidated Results of Operations	•    Liquidity Risk Profile
•    Business Segment Financial Performance	•    Market Risk Profile
•    Consolidated Balance Sheet Analysis	•    Supervision and Regulation
	•    Supplemental Tables

SUMMARY OF SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data from our results of operations for the second quarter and first six months of 2013 and 2012, and selected comparative consolidated balance sheet data as of June 30, 2013, and December 31, 2012. We also provide selected key metrics we use in evaluating our performance. Certain prior period amounts have been reclassified to conform to the current period presentation. The comparability of our results of operations between reported periods is impacted by the following acquisitions completed in 2012:

• On February 17, 2012, we completed the acquisition (the “ING Direct acquisition”) of substantially all of the ING Direct business in the United States (“ING Direct”) from ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp (collectively the “ING Direct Sellers”). The ING Direct acquisition resulted in the addition of loans of $40.4 billion, other assets of $53.9 billion and deposits of $84.4 billion as of the acquisition date.

• On May 1, 2012, pursuant to the agreement with HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology and Services (USA) Inc. (collectively, “HSBC”), we closed the acquisition of substantially all of the assets and assumed liabilities of HSBC’s credit card and private-label credit card business in the United States (other than the HSBC Bank USA, National Association consumer credit card program and certain other

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retained assets and liabilities) (the “2012 U.S. card acquisition”). The 2012 U.S. card acquisition included (i) the acquisition of HSBC’s U.S. credit card portfolio, (ii) its on-going private label and co-branded partnerships, and (iii) other assets, including infrastructure and capabilities. At closing, we acquired approximately 27 million new active accounts, $27.8 billion in outstanding credit card receivables designated as held for investment and $327 million in other net assets.

We use the term “acquired loans” to refer to a limited portion of the credit card loans acquired in the 2012 U.S. card acquisition and the substantial majority of consumer and commercial 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 expected cash flows to be collected (under the accounting standard formerly known as “Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer,” commonly referred to as “SOP 03-3”). The period-end carrying value of acquired loans accounted for subsequent to acquisition based on expected cash flows to be collected was $32.3 billion and $37.1 billion as of June 30, 2013 and December 31, 2012, respectively. The difference between the fair value at acquisition and initial expected cash flows represents the accretable yield, which is recognized into interest income over the life of the loans. The difference between the contractual payments on the loans and the expected cash flows represents the nonaccretable difference or the amount not considered collectible, which approximates what we refer to as the “credit mark.” The credit mark established under the accounting for these loans takes into consideration future expected credit losses over the life of the loans. Accordingly, there are no charge-offs and no 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. For additional information, see “Credit Risk Profile” and “Note 4—Loans—Acquired Loans.”

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Table 1: Consolidated Financial Highlights (Unaudited)

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions, except per share data as noted)	2013			2012			Change			2013			2012			Change
Income statement
Net interest income	$	4,553		$	4,001			14	%	$	9,123		$	7,415			23	%
Non-interest income(1)		1,085			1,054			3			2,066			2,575			(20	)
Total net revenue(2)		5,638			5,055			12			11,189			9,990			12
Provision for credit losses		762			1,677			(55	)		1,647			2,250			(27	)
Non-interest expense(3)		3,059			3,142			(3	)		6,087			5,646			8
Income from continuing operations before income taxes		1,817			236			670			3,455			2,094			65
Income tax provision		581			43			1,251			1,075			396			171
Income from continuing operations, net of tax		1,236			193			540			2,380			1,698			40
Loss from discontinued operations, net of tax(4)		(119	)		(100	)		(19	)		(197	)		(202	)		2
Net income		1,117			93			1,101			2,183			1,496			46
Dividends and undistributed earnings allocated to participating securities		(4	)		(1	)		(300	)		(9	)		(8	)		(13	)
Preferred stock dividends		(13	)		—			**			(26	)		—			**
Net income available to common shareholders	$	1,100		$	92			1,096	%	$	2,148		$	1,488			44	%
Common share statistics
Earnings per common share:
Basic earnings per common share .	$	1.89		$	0.16			1,081	%	$	3.70		$	2.74			35	%
Diluted earnings per common share		1.87			0.16			1,069			3.65			2.72			34
Weighted average common shares outstanding:
Basic earnings per common share .		581.5			577.7			1			581.0			543.3			7
Diluted earnings per common share		588.8			582.8			1			587.9			548.0			7
Dividends per common share		0.30			0.05			500			0.35			0.10			250
Average balances
Loans held for investment(5)	$	190,562		$	192,632			(1	)%	$	193,265		$	172,767			12	%
Interest-earning assets		266,544			265,019			1			269,008			237,667			13
Total assets		297,766			295,306			1			300,294			270,786			11
Interest-bearing deposits		189,311			195,597			(3	)		189,958			173,611			9
Total deposits		210,650			214,914			(2	)		211,100			192,586			10
Borrowings		36,915			35,418			4			39,232			35,706			10
Common equity		40,726			37,533			9			40,418			35,258			15
Total stockholders’ equity		41,579			37,533			11			41,271			35,258			17
Selected performance metrics
Purchase volume(6)	$	50,788		$	45,228			12	%	$	95,886		$	79,726			20	%
Total net revenue margin(7)		8.46	%		7.63	%		83	bps		8.32	%		8.41	%		(9	)bps
Net interest margin(8)		6.83			6.04			79			6.78			6.24			54
Net charge-offs	$	969		$	738			31	%	$	2,048		$	1,518			35	%
Net charge-off rate(9)		2.03	%		1.53	%		50	bps		2.12	%		1.76	%		36	bps
Net charge-off rate (excluding acquired loans)(10)		2.46			1.96			50			2.58			2.17			41
Return on average assets(11)		1.66			0.26			140			1.59			1.25			34
Return on average common equity(12)		11.97			2.05			992			11.60			9.59			201
Return on average tangible common equity(13)		19.70			3.52			1,618			19.27			16.55			272
Equity-to-assets ratio(14)		13.96			12.71			125			13.74			13.02			72

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	Three Months Ended June 30,							Six Months Ended June 30,
(Dollars in millions, except per share data as noted)	2013		2012		Change			2013		2012		Change
Non-interest expense as a % of average loans held for investment(15)		6.42		6.52		(10	)		6.30		6.54		(24	)
Efficiency ratio(16)		54.26		62.16		(790	)		54.40		56.52		(212	)
Effective income tax rate		32.0		18.2		1,380			31.1		18.9		1,220

	June 30, 2013			December 31, 2012			Change
Balance sheet (period end)
Loans held for investment(5)	$	191,512		$	205,889			(7	)%
Interest-earning assets		265,693			280,096			(5	)
Total assets.		296,542			312,918			(5	)
Interest-bearing deposits		187,768			190,018			(1	)
Total deposits		209,865			212,485			(1	)
Borrowings.		36,231			49,910			(27	)
Common equity		40,188			39,646			1
Total stockholders’ equity		41,041			40,499			1
Credit quality metrics (period end)
Allowance for loan and lease losses	$	4,407		$	5,156			(15	)%
Allowance as a % of loans held of investment (“allowance coverage ratio”)		2.30	%		2.50	%		(20	)bps
Allowance as a % of loans held of investment (excluding acquired loans)(10)		2.74			3.02			(28	)
30+ days performing delinquency rate		2.35			2.70			(35	)
30+ days performing delinquency rate (excluding acquired loans)(10)		2.83			3.29			(46	)
30+ days delinquency rate		2.71			3.09			(38	)
30+ days delinquency rate (excluding acquired loans)(10)		3.26			3.77			(51	)
Capital ratios
Tier 1 common ratio(17)		12.06	%		10.96	%		110	bps
Tier 1 risk-based capital ratio(18)		12.45			11.34			111
Total risk-based capital ratio(19)		14.67			13.56			111
Tangible common equity (“TCE”) ratio(20)		8.67			7.90			77
Associates
Full-time equivalent employees (in thousands)		39.6			39.6			—	%

** Change is less than one percent or not meaningful.

⁽¹⁾  Includes a bargain purchase gain of $594 million attributable to the ING Direct acquisition recognized in non-interest income in the first quarter of 2012. The bargain purchase gain represents the excess of the fair value of the net assets acquired from ING Direct as of the acquisition date over the consideration transferred.

⁽²⁾  Total net revenue was reduced by $192 million and $311 million in the second quarter of 2013 and 2012, respectively, and by $457 million and $434 million in the first six months of 2013 and 2012, respectively, for the estimated uncollectible amount of billed finance charges and fees. The reserve for estimated uncollectible billed finance charges and fees, which we refer to as the finance charge and fee reserve, totaled $197 million and $307 million as of June 30, 2013 and December 31, 2012, respectively.

⁽³⁾  Includes purchased credit card relationship (“PCCR”) intangible amortization of $110 million and $88 million in the second quarter of 2013 and 2012, respectively, and $226 million and $92 million in the first six months of 2013 and 2012, respectively, the substantial majority of which is attributable to the 2012 U.S. card acquisition. Also includes core deposit intangible amortization of $43 million and $51 million in the second quarter of 2013 and 2012, respectively, and $87 million and $97 million in the first six months of 2013 and 2012, respectively.

⁽⁴⁾  Discontinued operations reflect ongoing costs related to the mortgage origination operations of GreenPoint’s wholesale mortgage banking unit, GreenPoint Mortgage Funding, Inc. (“Greenpoint”), which we closed in 2007.

⁽⁵⁾  Loans held for investment includes loans acquired in the CCB, ING Direct and 2012 U.S. card acquisitions. The period-end carrying value of acquired loans accounted for subsequent to acquisition based on expected cash flows to be

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collected was $32.3 billion and $37.1 billion as of June 30, 2013 and December 31, 2012, respectively. The average carrying value of acquired loans was $33.1 billion and $42.2 billion in the second quarter of 2013 and 2012, respectively, and $34.4 billion and $32.6 billion in the first six months of 2013 and 2012, respectively. The average balance of loans held for investment, excluding the carrying value of acquired loans, was $157.4 billion and $150.5 billion in the second quarter of 2013 and 2012, respectively, and $158.8 billion and $140.1 billion in the first six months of 2013 and 2012, respectively. See “Note 4—Loans” for additional information.

⁽⁶⁾  Consists of credit card purchase transactions, net of returns, for the period for both loans classified as held for investment and loans classified as held for sale. Excludes cash advance transactions.

⁽⁷⁾  Calculated based on annualized total net revenue for the period divided by average interest-earning assets for the period.

⁽⁸⁾  Calculated based on annualized net interest income for the period divided by average interest-earning assets for the period.

⁽⁹⁾  Calculated based on annualized net charge-offs for the period divided by average loans held for investment for the period.

⁽¹⁰⁾ Calculation of ratio adjusted to exclude from the denominator acquired loans accounted for subsequent to acquisition based on expected cash flows to be collected. See “Business Segment Financial Performance,” “Credit Risk Profile” and “Note 4—Loans—Credit Quality” for additional information on the impact of acquired loans on our credit quality metrics.

⁽¹¹⁾  Calculated based on annualized income from continuing operations, net of tax, for the period divided by average total assets for the period.

⁽¹²⁾  Prior to the second quarter of 2013, we disclosed return on average total stockholders’ equity, which we calculated based on annualized income from continuing operations, net of tax, for the period divided by average stockholders’ equity for the period. Effective for the second quarter of 2013, we began disclosing return on average common equity (“ROCE”), which is calculated based on the annualized sum of (i) income from continuing operations, net of tax; (ii) less dividends and undistributed earnings allocated to participating securities; (iii) less preferred stock dividends, for the period, divided by average common equity. We believe ROCE is a more useful measure to assess operating performance and capital adequacy because it better reflects income available to common equity holders after taking into account consideration paid on securities senior to our common equity. Our calculation of ROCE may not be comparable to similarly titled measures reported by other companies.

⁽¹³⁾  Prior to the second quarter of 2013, we calculated return on average tangible common equity (“ROTCE”), a non-GAAP measure, based on annualized income from continuing operations, net of tax, for the period divided by average tangible common equity for the period. Effective for the second quarter of 2013, we revised our method of calculating ROTCE to reflect the annualized sum of (i) income from continuing operations, net of tax; (ii) less dividends and undistributed earnings allocated to participating securities; (iii) less preferred stock dividends, for the period, divided by average tangible common equity. We believe our revised calculation of ROTCE is a more useful measure to assess operating performance and capital adequacy because the revised calculation better reflects income available to common equity holders after taking into account consideration paid on securities senior to our common equity. Our calculation of ROTCE may not be comparable to similarly titled measures reported by other companies. See “MD&A—Supplemental Tables—Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I” for additional information.

⁽¹⁴⁾  Calculated based on average stockholders’ equity for the period divided by average total assets for the period.

⁽¹⁵⁾  Calculated based on annualized non-interest expense, excluding goodwill impairment charges, for the period divided by average loans held for investment for the period.

⁽¹⁶⁾  Calculated based on non-interest expense, excluding goodwill impairment charges, for the period divided by total net revenue for the period.

⁽¹⁷⁾  Tier 1 common ratio is a regulatory capital measure calculated based on Tier 1 common equity divided by risk-weighted assets. See “MD&A—Capital Management” and “MD&A—Supplemental Tables—Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I” for additional information, including the calculation of this ratio.

⁽¹⁸⁾  Tier 1 risk-based capital ratio is a regulatory measure calculated based on Tier 1 capital divided by risk-weighted assets. See “MD&A—Capital Management” and “MD&A—Supplemental Tables—Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I” for additional information, including the calculation of this ratio.

⁽¹⁹⁾  Total risk-based capital ratio is a regulatory measure calculated based on total risk-based capital divided by risk-weighted assets. See “MD&A—Capital Management” and “MD&A—Supplemental Tables—Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I” for additional information, including the calculation of this ratio.

⁽²⁰⁾  TCE ratio is a non-GAAP measure calculated based on tangible common equity divided by tangible assets. See “MD&A—Supplemental Tables—Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I” for the calculation of this measure and reconciliation to the comparative GAAP measure.

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INTRODUCTION

We are a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company”) offer a broad array of financial products and services to consumers, small businesses and commercial clients through branches, the internet and other distribution channels. As of June 30, 2013, our principal subsidiaries included:

• Capital One Bank (USA), National Association (“COBNA”), which currently offers credit and debit card products, other lending products and deposit products; and

• Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients.

The Company and its subsidiaries are hereafter collectively referred to as “we”, “us” or “our.” CONA and COBNA are collectively referred to as the “Banks.”

We had total loans held for investment of $191.5 billion, deposits of $209.9 billion and stockholders’ equity of $41.0 billion as of June 30, 2013, compared with total loans held for investment of $205.9 billion, deposits of $212.5 billion and stockholders’ equity of $40.5 billion as of December 31, 2012.

Our consolidated total net revenues are derived primarily from lending to consumer and commercial customers and by deposit gathering activities net of the costs associated with funding our assets, which generate net interest income, and by activities that generate non-interest income, such as fee-based services provided to customers and merchant interchange fees with respect to certain credit card transactions. Our expenses primarily consist of the provision for credit losses, operating expenses (including associate salaries and benefits, occupancy and equipment costs, professional services, infrastructure enhancements, branch operations and expansion costs), marketing expenses and income taxes.

Our principal operations are currently organized for management reporting purposes into three primary business segments, which are defined primarily based on the products and services provided or the type of customer served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into our existing business segments. The acquired ING Direct business is primarily reflected in our Consumer Banking business, while the business acquired in the 2012 U.S. card acquisition is reflected in our Credit Card business. Certain activities that are not part of a segment are included in our “Other” category.

• Credit Card: Consists of our domestic consumer and small business card lending, national small business lending, national closed-end installment lending and the international card lending businesses in Canada and the United Kingdom.

• Consumer Banking: Consists of our branch-based lending and deposit gathering activities for consumers and small businesses, national deposit gathering, national auto lending and consumer home loan lending and servicing activities.

• Commercial Banking: Consists of our lending, deposit gathering and treasury management services to commercial real estate and commercial and industrial customers. Our commercial and industrial customers typically include companies with annual revenues between $10 million to $1 billion.

Table 2 summarizes our business segment results, which we report based on income from continuing operations, net of tax, for the second quarter and first six months of 2013 and 2012. We provide information on the allocation methodologies used to derive our business segment results in “Note 20—Business Segments” in our 2012 Form 10-K. We also provide additional information on the allocation methodologies used to derive our business segment results and a reconciliation of our total business segment results to our consolidated generally accepted accounting principles in the U.S. (“U.S. GAAP”) results in “Note 13—Business Segments” of this Report.

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Table 2: Business Segment Results

	Three Months Ended June 30,
	2013												2012
	Total Net  Revenue(1)						Net Income  (Loss)(2)						Total Net  Revenue(1)						Net Income  (Loss)(2)
(Dollars in millions)	Amount			% of Total			Amount			% of Total			Amount			% of Total			Amount			% of Total
Credit Card	$	3,636			65	%	$	719			58	%	$	3,121			62	%	$	(297	)		(154	)%
Consumer Banking		1,667			30			444			36			1,681			33			438			227
Commercial Banking		550			9			190			15			509			10			228			118
Other(3)		(215	)		(4	)		(117	)		(9	)		(256	)		(5	)		(176	)		(91	)
Total from continuing operations	$	5,638			100	%	$	1,236			100	%	$	5,055			100	%	$	193			100	%

	Six Months Ended June 30,
	2013												2012
	Total Net  Revenue(1)						Net Income  (Loss)(2)						Total Net  Revenue(1)					Net Income  (Loss)(2)
(Dollars in millions)	Amount			% of Total			Amount			% of Total			Amount		% of Total			Amount		% of Total
Credit Card	$	7,287			65	%	$	1,405			59	%	$	5,711		57	%	$	269		16	%
Consumer Banking		3,326			30			827			35			3,145		32			662		39
Commercial Banking		1,088			10			393			16			1,025		10			438		26
Other(3)		(512	)		(5	)		(245	)		(10	)		109		1			329		19
Total from continuing operations	$	11,189			100	%	$	2,380			100	%	$	9,990		100	%	$	1,698		100	%

⁽¹⁾  Total net revenue consists of net interest income and non-interest income.

⁽²⁾  Net income for our business segments is reported based on income from continuing operations, net of tax.

⁽³⁾  Includes the residual impact of the allocation of our centralized Corporate Treasury group activities, such as management of our corporate investment portfolio and asset/liability management, to our business segments as well as other items as described in “Note 20 —Business Segments” in our 2012 Form 10-K.

EXECUTIVE SUMMARY AND BUSINESS OUTLOOK

Each of our businesses generated solid results in the second quarter of 2013, led by strong profitability and market share gains in parts of our Domestic Card business. Relatively stable economic conditions in the U.S. drove contributed to purchase volume growth and continued overall positive credit metrics. Our earnings for the quarter further strengthened our balance sheet and existing capital levels.

On May 2, 2013, our Board of Directors approved an increase in our quarterly common stock dividend per share from $0.05 per share to $0.30 per share. On July 2, 2013, we announced that our Board of Directors authorized the repurchase of up to $1 billion of shares of our common stock, subject to the closing of the previously announced sale of our Best Buy loan portfolio. The Board of Governors of the Federal Reserve System (the “Federal Reserve”) informed us that, contingent on the closing of the sale of the Best Buy loan portfolio, we may repurchase the shares through March 31, 2014. We expect the sale of the Best Buy loan portfolio to be completed in the third quarter of 2013.

In the near term, we continue to navigate the impact of changes in our product mix, the expected run-off of certain acquired mortgage and card loans, competitive dynamics in our business and macroeconomic trends. We believe that the ING Direct and 2012 U.S. card acquisitions have strengthened and expanded our customer base and driven substantial growth in our total net revenues, putting us in what we believe is a strong position to continue to generate and distribute capital, deliver sustained shareholder value and deepen our customer relationships with new products and services.

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Financial Highlights

We reported net income of $1.1 billion ($1.87 per diluted share) on total net revenue of $5.6 billion for the second quarter of 2013, with each of our three business segments contributing to our earnings. In comparison, we reported net income of $93 million ($0.16 per diluted share) on total net revenue of $5.1 billion for the second quarter of 2012. Net income totaled $2.2 billion ($3.65 per diluted share) on total net revenue of $11.2 billion for the first six months of 2013, compared with net income of $1.5 billion ($2.72 per diluted share) on total net revenue of $10.0 billion for the first six months of 2012.

Our Tier 1 common ratio, as calculated under Basel I, increased to 12.1% as of June 30, 2013, up 30 basis points from 11.8% as of March 31, 2013, and up 110 basis points from 11.0% as of December 31, 2012. The increase in our Tier 1 common ratio reflects strong internal capital generation from earnings. See “Capital Management” below for additional information.

Below are additional highlights of our performance in the second quarter and first six months of 2013. These highlights generally are based on a comparison between the second quarter of 2013 and 2012 results and the first six months of 2013 and 2012 results, except as otherwise noted. The discussion of our financial condition and credit performance is generally based on changes between June 30, 2013 and December 31, 2012. We provide a more detailed discussion of our financial performance in the sections following this “Executive Summary and Business Outlook.”

Total Company

• Earnings: Our net income of $1.1 billion for the second quarter of 2013 increased by $1.0 billion from the second quarter of 2012, while our net income of $2.2 billion for the first six months of 2013 increased by $687 million from the first six months of 2012. A significant driver of the increase in earnings in the second quarter and first six months of 2013 versus the second quarter and first six months of 2012 was the absence of the provision for credit losses of $1.2 billion for the credit card receivables acquired in the 2012 U.S. card acquisition and the absence of a charge of $174 million to establish a reserve for estimated uncollectible billed finance charges and fees related to these loans, both of which were recorded in the second quarter of 2012, which was partially offset by the absence of the bargain purchase gain of $594 million recorded at acquisition of ING Direct in the first quarter of 2012. Other factors contributing to the increase in earnings included growth in total net revenues attributable to the substantial increase in average interest-earning assets as a result of the ING Direct and 2012 U.S. card acquisitions, which was partially offset by higher ongoing operating expenses associated with these acquisitions as well as an increase in intangible amortization expense.

• Loans Held for Investment: Period-end loans held for investment decreased by $14.4 billion, or 7%, in the first six months of 2013, to $191.5 billion as of June 30, 2013, from $205.9 billion as of December 31, 2012. The decrease was due in part to the transfer of the Best Buy loan portfolio of approximately $7 billion to the held-for-sale category in the first quarter of 2013. Excluding the transfer of the Best Buy loan portfolio to held for sale, period-end loans held for investment decreased due to typical seasonally lower purchase volumes and higher credit card loan pay downs in the first half of the year, the expected run-off of certain other credit card loans acquired in the 2012 U.S. card acquisition and continued expected run-off of installment loans in our Credit Card business and home loans in our Consumer Banking business. The pay downs and run-off of card balances were partially offset by increased purchase volume in our Credit Card business, higher period-end auto balances due to the continued high volume of auto loan originations and strong loan originations in our commercial and industrial and commercial real estate loan portfolios.

• Charge-off and Delinquency Statistics: Our reported net charge-off rate was 2.03% for the second quarter of 2013, compared with 1.53% for the second quarter of 2012. The net-charge off rate was 2.12% for the first six months of 2013, compared with 1.76% for the first six months of 2012. The increase in our reported net charge-offs and net charge-off rates was largely due to the inclusion in the second quarter and first six months of 2012 of the addition of acquired loans from the 2012 U.S. card acquisition in the denominator in

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calculating our reported net charge-off rates, coupled with a lag in initial charge-offs related to this portfolio because we typically do not charge-off credit card loans until the account is 180 days past due. Our reported 30+ day delinquency rate declined to 2.71% as of June 30, 2013, from 3.09% as of December 31, 2012. Delinquency rates in our consumer lending businesses have historically exhibited seasonal patterns, with delinquency rates generally tending to decrease in the first two quarters of the year as customers use income tax refunds to pay down outstanding loan balances. However, the improvement in our card delinquency rates in the second quarter of 2013 was better than expected based on normal seasonal patterns. We provide information on our credit quality metrics, excluding the impact of acquired loans accounted for based on estimated cash flows expected to be collected, below under “Business Segments” and “Credit Risk Profile.”

• Allowance for Loan and Lease Losses: We reduced our allowance by $749 million to $4.4 billion as of June 30, 2013, from $5.2 billion as of December 31, 2012. The reduction was attributable to an allowance release of $460 million, attributable to an improved credit outlook, and the transfer of the Best Buy loan portfolio to held for sale. The allowance coverage ratio declined to 2.30% as of June 30, 2013, from 2.50% as of December 31, 2012.

• Representation and Warranty Reserve: We recorded a provision for mortgage representation and warranty losses of $183 million and $280 million in the second quarter and first six months of 2013, respectively, compared with a provision for mortgage representation and warranty losses of $180 million and $349 million in the second quarter and first six months of 2012, respectively. Our mortgage representation and warranty reserve increased to $1.2 billion as of June 30, 2013, from $899 million as of December 31, 2012.

Business Segments

• Credit Card: Our Credit Card business generated net income from continuing operations of $719 million and $1.4 billion in the second quarter and first six months of 2013, respectively, compared with a net loss from continuing operations of $297 million in the second quarter of 2012 and net income from continuing operations of $269 million in the first six months of 2012. A significant driver of the improvement in the results of our Credit Card business in the second quarter and first six months of 2013 versus the second quarter and first six months of 2012 was the absence of the provision for credit losses of $1.2 billion to establish an allowance for the credit card receivables acquired in the 2012 U.S. card acquisition and the absence of a charge of $174 million to establish a reserve for estimated uncollectible billed finance charges and fees related to these loans, both of which were recorded in the second quarter of 2012. The improvement also reflected higher total net revenue attributable to the 2012 U.S. card acquisition, coupled with increased purchase volume in our legacy card business. The increase in total net revenue was partially offset by higher operating expenses resulting from the 2012 U.S. card acquisition. Period-end loans held for investment in our Credit Card business decreased by $13.5 billion, or 15%, in the first six months of 2013, to $78.3 billion as of June 30, 2013, from $91.8 billion as of December 31, 2012. The decrease was due in part to the transfer of the Best Buy loan portfolio to the held for sale category. Excluding the transfer of the Best Buy loan portfolio, period-end loans held for investment decreased due to typical seasonally lower purchase volumes and higher pay downs in the first half of the year, as well as the expected continued run-off of our installment loan portfolio and the expected run-off of certain other credit card loans acquired in the 2012 U.S. card acquisition.

• Consumer Banking: Our Consumer Banking business generated net income from continuing operations of $444 million and $827 million in the second quarter and first six months of 2013, respectively, compared with net income from continuing operations of $438 million and $662 million in the second quarter and first six months of 2012, respectively. The increase in earnings was attributable to growth in total net revenue and a decrease in non-interest expense. Growth in total net revenue was primarily due to a significant increase in average loan balances due to the addition of home loans from the ING Direct acquisition. The decrease in non-interest expense was largely due to the significant reduction of ING Direct acquisition-related costs most of which were incurred in the first quarter of 2012, which was partially offset by increased expenses related to the growth in our auto loan portfolio. Period-end loans held for investment in

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our Consumer Banking business declined by $2.9 billion, or 4%, in the first six months of 2013 to $72.2 billion as of June 30, 2013, from $75.1 billion as of December 31, 2012, due to the continued run-off of acquired home loans, which was partially offset by higher period-end auto balances due to the continued portfolio growth.

• Commercial Banking: Our Commercial Banking business generated net income from continuing operations of $190 million and $393 million in the second quarter and first six months of 2013, respectively, compared with net income from continuing operations of $228 million and $438 million in the second quarter and first six months of 2012, respectively. Growth in commercial real estate and commercial and industrial loans and higher deposit balances contributed to an increase in total net revenue. The favorable impact from higher total net revenue was offset by smaller allowance releases, which impacted the provision for credit losses in the second quarter and first six months of 2013 relative to the same prior year periods. Period-end loans held for investment in our Commercial Banking business increased by $2.0 billion, or 5%, in the first six months of 2013 to $40.8 billion as of June 30, 2013, from $38.8 billion as of December 31, 2012. The increase was driven by strong loan originations in the commercial and industrial and commercial real estate businesses, which were partially offset by the continued run-off of the small-ticket commercial real estate loan portfolio.

Business Outlook

We discuss below our current expectations regarding our total company performance and the performance of each of our business segments over the near-term based on market conditions, the regulatory environment and our business strategies as of the time we filed this Report. The statements contained in this section are based on our current expectations regarding our outlook for our financial results and business strategies. Our expectations take into account, and should be read in conjunction with, our expectations regarding economic trends and analysis of our business as discussed in “Part I-Item 1. Business” and “Part I-Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2012 Form 10-K. Certain statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those in our forward-looking statements. Forward-looking statements do not reflect: (i) any change in current dividend or repurchase strategies, (ii) the effect of any acquisitions, divestitures or similar transactions that have not been previously disclosed, or (iii) any changes in laws, regulations or regulatory interpretations, in each case after the date as of which such statements are made. See “Forward-Looking Statements” in this Report for more information on forward-looking statements included in this report and “Item 1A. Risk Factors” in our 2012 Form 10-K for factors that could materially influence our results.

Total Company Expectations

Our strategies and actions are designed to deliver and sustain strong returns and capital generation through the acquisition and retention of franchise-enhancing customer relationships across our businesses. We believe that franchise-enhancing customer relationships create and sustain significant long-term value through low credit costs, long and loyal customer relationships and a gradual build in loan balances and revenues over time. Examples of franchise-enhancing customer relationships include rewards customers and new partnerships in our Credit Card business, retail deposit customers in our Consumer Banking business and primary banking relationships with commercial customers in our Commercial Banking business. We intend to grow these customer relationships by continuing to invest in scalable infrastructure and operating platforms that are appropriate for a bank of our size and business mix so that we can meet the rising regulatory and compliance expectations facing all banks and deliver a “brand-defining” customer experience that builds and sustains a valuable, long-term customer franchise. The ING Direct and 2012 U.S. card acquisitions strengthened and expanded our customer base and over time, we expect these acquisitions to expand and deepen our customer relationships with new products and services.

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We continue to expect average interest-earning assets to decline in 2013. We also continue to expect average loan balances for full-year 2013 to decline from average loan balances for full-year 2012, as significant run-off of certain mortgage and card loans, principally those we acquired, coupled with the sale of the Best Buy loan portfolio expected to be finalized in the third quarter of 2013, is partially offset by growth in our businesses. We expect run-off and sales to cause ending loan balances in 2013 to decline compared to 2012 year-end balances, primarily due to approximately $9.5 billion in run-off of mortgage loans acquired from ING Direct and CCB, approximately $2 billion in run-off of certain other credit card loans purchased in the 2012 U.S. card acquisition and approximately $7 billion from the expected sale of the Best Buy loan portfolio. We expect this decline to be partially offset by growth in certain of our businesses, including auto and Commercial Banking. We expect intensifying competition in several businesses, particularly auto and commercial and industrial lending.

We expect pre-provision net income of approximately $10 billion in 2013. We continue to expect operating expense of approximately $11 billion and marketing expense of approximately $1.5 billion in 2013. We expect these estimates to vary within a reasonable margin, and they do not contemplate the potential impact of non-recurring items.

We believe our actions have created a well-positioned balance sheet with strong capital and liquidity levels and a strong capital generation trajectory. On July 2, 2013, we announced that our Board of Directors authorized the repurchase of up to $1 billion of shares of our common stock, subject to the closing of the previously announced sale of the Best Buy loan portfolio. The Federal Reserve informed us that, contingent on the closing of the sale of the Best Buy loan portfolio, we may repurchase the shares through March 31, 2014.

Business Segment Expectations

Credit Card Business

As noted above, in Domestic Card, the closing of the 2012 U.S. card acquisition has impacted and will continue to affect quarterly trends in loan growth, revenue margin and credit metrics. We anticipate that the run-off of parts of the portfolio acquired in the 2012 U.S. card acquisition, the sale of the Best Buy loan portfolio as well as anticipated run-off in our installment loan portfolio will result in a decline in full-year average loan balances in 2013 from average loan balances in 2012.

Consumer Banking Business

In our Consumer Banking business, we anticipate that run-off in the acquired home loan portfolios will more than offset growth in auto loans.

Commercial Banking Business

Our Commercial Banking business continues to grow loans, deposits, and revenues as we attract new customers and deepen relationships with existing customers. We expect our Commercial Banking business to continue to deliver growth and profitability.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with U.S. GAAP requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in the consolidated financial statements. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We provide a summary of our significant accounting policies under “Note 1—Summary of Significant Accounting Policies” in our 2012 Form 10-K.

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We have identified the following accounting policies as critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. These critical accounting policies govern:

• Loan loss reserves

• Asset impairment

• Fair value

• Representation and warranty reserve

• Customer rewards reserve

• Income taxes

We evaluate our critical accounting estimates and judgments on an ongoing basis and update them, as necessary, based on changing conditions. We discuss below changes we made in the first six months of 2013 in estimating the allowance for loan and lease losses and reserve for unfunded lending commitments for our commercial loan portfolio. Management has discussed our critical accounting policies and estimates with the Audit Committee of the Board of Directors.

Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments—Commercial Loans

Our commercial loan portfolio is primarily composed of larger-balance, non-homogeneous loans. We determine the allowance for loan and lease losses (“allowance”) and reserve for unfunded lending commitments for our commercial loan portfolio by evaluating loans with similar risk characteristics and applying internal risk ratings. We use these risk ratings to assess credit quality and derive a total loss estimate based on an estimated probability of default and loss given default. Factors we consider in determining risk ratings and deriving loss estimates include historical loss experience for loans with similar risk characteristics, the financial condition of the borrower, geography, collateral performance and industry-specific information that management believes is relevant in determining the occurrence of a loss event and measuring impairment. Management may also apply judgment to adjust the derived loss factors, taking into consideration both quantitative and qualitative factors, including general economic conditions, specific industry and geographic trends, portfolio concentrations, trends in internal credit quality indicators and current and past underwriting standards that have occurred but are not yet reflected in the historical data underlying our loss estimates.

In the first quarter of 2013, we changed our process for estimating the allowance and reserve for unfunded lending commitments for our commercial loan portfolio. First, we extended our internal historical credit loss experience period back to at least 2008 and incorporated external industry loss data over a longer horizon to derive our loss estimates. We previously had generally used the most recent three-year period of internal historical loss experience to derive our loss estimates. Second, we incorporated more borrower-specific and loan-specific risk factors into our analysis and established a statistically-based internal risk rating system. Based on this statistically-based risk rating system, we now apply an estimated probability of default and loss given default for nearly each loan in our portfolio to derive the total loss estimate for our commercial loan portfolio. These changes, which were supplemented by management judgment, resulted in a net increase in the combined allowance and reserve for unfunded lending commitments of $37 million as of March 31, 2013 and a corresponding increase in the provision for credit losses of $37 million in the first quarter of 2013. The gross impact of these changes resulted in a decrease in the allowance of $2 million and an increase in the reserve for unfunded lending commitments of $39 million as of March 31, 2013. We do not expect these changes to have a material impact on our future allowance and reserve for unfunded lending commitments for our commercial loan portfolio. See “Note 5—Allowance for Loan and Lease Losses” in this Report for additional information.

We provide additional information on our critical accounting policies and estimates under “MD&A—Critical Accounting Policies and Estimates” in our 2012 Form 10-K.

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ACCOUNTING CHANGES AND DEVELOPMENTS

See “Note 1—Summary of Significant Accounting Policies” for information on accounting standards adopted in 2013, as well as recently issued accounting standards not yet required to be adopted and the expected impact of these changes in accounting standards. To the extent we believe the adoption of new accounting standards has had or will have a material impact on our results of operations, financial condition or liquidity, we discuss the impacts in the applicable sections(s) of MD&A.

CONSOLIDATED RESULTS OF OPERATIONS

The section below provides a comparative discussion of our consolidated financial performance for the second quarter and first six months of 2013 and 2012. Following this section, we provide a discussion of our business segment results. You should read this section together with our “Executive Summary and Business Outlook,” where we discuss trends and other factors that we expect will affect our future results of operations.

Net Interest Income

Net interest income represents the difference between the interest income and applicable fees earned on our interest-earning assets, which primarily include loans held for investment and investment securities, and the interest expense on our interest-bearing liabilities, which include interest-bearing deposits, senior and subordinated notes, securitized debt and other borrowings. We include in interest income any past due fees on loans that we deem collectible. Our net interest margin based on our consolidated results represents the difference between the yield on our interest-earning assets and the cost of our interest-bearing liabilities, including the impact of non-interest bearing funding. We expect net interest income and our net interest margin to fluctuate based on changes in interest rates and changes in the amount and composition of our interest-earning assets and interest-bearing liabilities.

Table 3 below presents, for each major category of our interest-earning assets and interest-bearing liabilities, the average outstanding balances, interest income earned or interest expense incurred and average yield or cost for the second quarter and first six months of 2013 and 2012.

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Table 3: Average Balances, Net Interest Income and Net Interest Yield⁽¹⁾

	Three Months Ended June 30,
	2013								2012
(Dollars in millions)	Average Balance			Interest Income/ Expense(2)(3)		Yield/ Rate			Average Balance			Interest Income/ Expense(2)(3)		Yield/ Rate
Assets:
Interest-earning assets:
Credit card:
Domestic	$	76,125		$	2,782		14.62	%	$	71,768		$	2,381		13.27	%
International		7,980			323		16.19			8,194			291		14.21
Credit card		84,105			3,105		14.77			79,962			2,672		13.37
Consumer banking		73,065			1,093		5.98			77,886			1,200		6.16
Commercial banking		39,530			379		3.84			35,625			376		4.22
Other		174			19		43.68			137			9		26.28
Total loans, including loans held for sale		196,874			4,596		9.34			193,610			4,257		8.80
Investment securities(4)		63,907			391		2.45			56,972			335		2.35
Cash equivalents and other interest-earning assets .		5,763			23		1.60			14,437			24		0.66
Total interest-earning assets	$	266,544		$	5,010		7.52	%	$	265,019		$	4,616		6.97	%
Cash and due from banks		2,677								2,245
Allowance for loan and lease losses		(4,604	)							(4,065	)
Premises and equipment, net		3,784								3,316
Other assets		29,365								28,791
Total assets	$	297,766							$	295,306
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
Deposits	$	189,311		$	318		0.67	%	$	195,597		$	373		0.76	%
Securitized debt obligations		10,942			45		1.65			14,948			69		1.85
Senior and subordinated notes		12,692			82		2.58			11,213			87		3.10
Other borrowings		13,281			12		0.36			9,257			86		3.72
Total interest-bearing liabilities	$	226,226		$	457		0.81	%	$	231,015		$	615		1.06	%
Non-interest bearing deposits		21,339								19,316
Other liabilities		8,622								7,442
Total liabilities		256,187								257,773
Stockholders’ equity		41,579								37,533
Total liabilities and stockholders’ equity	$	297,766							$	295,306
Net interest income/spread				$	4,553		6.71	%				$	4,001		5.90	%
Impact of non-interest bearing funding							0.12								0.14
Net interest margin							6.83	%							6.04	%

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	Six Months Ended June 30,
	2013								2012
(Dollars in millions)	Average Balance			Interest Income/ Expense(2)(3)		Yield/ Rate			Average Balance			Interest Income/ Expense(2)(3)		Yield/ Rate
Assets:
Interest-earning assets:
Credit card:
Domestic	$	77,547		$	5,598		14.44	%	$	62,950		$	4,291		13.63	%
International		8,108			652		16.08			8,248			631		15.30
Credit card		85,655			6,250		14.59			71,198			4,922		13.83
Consumer banking		73,756			2,195		5.95			67,184			2,215		6.59
Commercial banking		39,058			756		3.87			34,935			756		4.33
Other		179			44		49.16			155			21		27.10
Total loans, including loans held for sale		198,648			9,245		9.31			173,472			7,914		9.12
Investment securities(4)		63,930			765		2.39			53,757			633		2.36
Cash equivalents and other interest-earning assets		6,430			51		1.59			10,438			48		0.92
Total interest-earning assets	$	269,008		$	10,061		7.48	%	$	237,667		$	8,595		7.23	%
Cash and due from banks		2,475								7,141
Allowance for loan and lease losses		(4,778	)							(4,200	)
Premises and equipment, net		3,733								3,107
Other assets		29,856								27,071
Total assets	$	300,294							$	270,786
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
Deposits	$	189,958		$	644		0.68	%	$	173,611		$	684		0.79	%
Securitized debt obligations		11,348			101		1.78			15,567			149		1.91
Senior and subordinated notes		12,340			164		2.66			10,740			175		3.26
Other borrowings		15,544			29		0.37			9,399			172		3.66
Total interest-bearing liabilities	$	229,190		$	938		0.82	%	$	209,317		$	1,180		1.13	%
Non-interest bearing deposits		21,142								18,975
Other liabilities		8,691								7,236
Total liabilities		259,023								235,528
Stockholders’ equity		41,271								35,258
Total liabilities and stockholders’ equity	$	300,294							$	270,786
Net interest income/spread				$	9,123		6.66	%				$	7,415		6.11	%
Impact of non-interest bearing funding							0.12								0.13
Net interest margin							6.78	%							6.24	%

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

⁽²⁾  Past due fees included in interest income totaled approximately $464 million and $944 million in the second quarter and first six months of 2013, respectively, and $369 million and $652 million in the second quarter and first six months of 2012, respectively.

⁽³⁾  Interest income and interest expense and the calculation of average yields on interest-earning assets and average rates on interest-bearing liabilities include the impact of hedge accounting.

⁽⁴⁾  Prior to the second quarter of 2013, average balances for investment securities were calculated based on fair value amounts. Effective beginning in the second quarter of 2013, average balances are calculated based on the amortized cost of investment securities. The impact of this change on prior period yields is not material.

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Table 4 displays the change in our net interest income between periods and the extent to which the variance is attributable to: (i) changes in the volume of our interest-earning assets and interest-bearing liabilities or (ii) changes in the interest rates of these assets and liabilities.

Table 4: Rate/Volume Analysis of Net Interest Income⁽¹⁾

	Three Months Ended June 30,									Six Months Ended June 30,
	2013 vs 2012									2013 vs 2012
(Dollars in millions)	Total Variance			Volume			Rate			Total Variance			Volume			Rate
Interest income:
Loans:
Credit card	$	433		$	143		$	290		$	1,328		$	1,043		$	285
Consumer banking		(107	)		(73	)		(34	)		(20	)		422			(442	)
Commercial banking		3			152			(149	)		—			169			(169	)
Other		10			3			7			23			4			19
Total loans, including loans held for sale		339			225			114			1,331			1,638			(307	)
Investment securities		56			42			14			132			122			10
Cash equivalents and other interest-earning assets .		(1	)		(81	)		80			3			(47	)		50
Total interest income		394			186			208			1,466			1,713			(247	)
Interest expense:
Deposits		(55	)		(12	)		(43	)		(40	)		138			(178	)
Securitized debt obligations		(24	)		(17	)		(7	)		(48	)		(38	)		(10	)
Senior and subordinated notes		(5	)		49			(54	)		(11	)		53			(64	)
Other borrowings		(74	)		178			(252	)		(143	)		200			(343	)
Total interest expense		(158	)		198			(356	)		(242	)		353			(595	)
Net interest income	$	552		$	(12	)	$	564		$	1,708		$	1,360		$	348

⁽¹⁾  We calculate the change in interest income and interest expense separately for each item. The change in net interest income attributable to both volume and rates is allocated based on the relative dollar amount of each item.

Net interest income of $4.6 billion in the second quarter of 2013 increased by $552 million, or 14%, from the second quarter of 2012, driven by a 1% increase in average interest-earning assets and a 13% (79 basis point) expansion of the net interest margin to 6.83%.

Net interest income of $9.1 billion in the first six months of 2013 increased by $1.7 billion, or 23%, from the first six months of 2012, driven by a 13% increase in average interest-earning assets and a 9% (54 basis point) expansion of the net interest margin to 6.78%.

• Average Interest-Earning Assets: The increase in average interest-earning assets in the second quarter and first six months of 2013 reflects the addition of loans and investment securities from the ING Direct acquisition in the first quarter of 2012 and the addition of loans from the 2012 U.S. card acquisition in the second quarter of 2012. Growth in average-interest earning assets also was driven by strong commercial loan growth and continued growth in auto loans, which was partially offset by the continued run-off of installment loans in our Credit Card business and home loans in our Consumer Banking business, as well as the expected run-off of certain other credit card loans acquired in the 2012 U.S. card acquisition. The run-off of home loans contributed to a reduction in average-interest earning assets in our Consumer Banking business in the second quarter of 2013, compared with the second quarter of 2012.

• Net Interest Margin: The increase in our net interest margin in the second quarter and first six months of 2013 was primarily attributable to a reduction in our cost of funds, which was due in part to the redemption

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on January 2, 2013 of $3.65 billion of our trust preferred securities, which generally carried a higher coupon than other funding sources available to us. Our cost of funds also reflects the continued benefit from the shift in the mix of our funding to lower cost consumer and commercial banking deposits from higher cost wholesale sources and a decline in deposit interest rates as a result of the continued overall low interest rate environment.

Non-Interest Income

Non-interest income primarily consists of service charges and other customer-related fees, interchange income (net of rewards expense), other non-interest income and, in 2012, the bargain purchase gain attributable to the ING Direct acquisition. The “other” component of non-interest income includes the pre-tax provision for mortgage representation and warranty losses related to continuing operations. Other also includes gains and losses from the sale of investment securities, gains and losses on derivatives not accounted for in hedge accounting relationships and hedge ineffectiveness, which we generally do not allocate to our business segments because they relate to centralized asset/liability and market risk management activities undertaken by our Corporate Treasury group.

Table 5 displays the components of non-interest income for the second quarter and first six months of 2013 and 2012.

Table 5: Non-Interest Income

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Service charges and other customer-related fees	$	534		$	539		$	1,084		$	954
Interchange fees, net		486			408			931			736
Bargain purchase gain(1)		—			—			—			594
Net other-than-temporary impairment (“OTTI”)		(4	)		(13	)		(29	)		(27	)
Other non-interest income:
Provision for mortgage representation and warranty losses(2) .		4			(26	)		14			(42	)
Net gains from the sale of investment securities		1			30			3			41
Net fair value gains (losses) on free-standing derivatives(3)		2			38			(3	)		(48	)
Other		62			78			66			367
Other non-interest income		69			120			80			318
Total non-interest income	$	1,085		$	1,054		$	2,066		$	2,575

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

⁽²⁾  We recorded a total provision for mortgage representation and warranty losses of $183 million and $280 million in the second quarter and first six months of 2013, respectively, and $180 million and $349 million in the second quarter and first six months of 2012, respectively. The remaining portion of the provision for mortgage representation and warranty losses is included, net of tax, in discontinued operations.

⁽³⁾  Excludes changes in cumulative credit risk valuation adjustments related to derivatives in a gain position. Credit risk valuation adjustments for derivative assets totaled $6 million and $9 million as of June 30, 2013 and December 31, 2012, respectively. See “Note 9—Derivative Instruments and Hedging Activities” for additional information.

Non-interest income of $1.1 billion in the second quarter of 2013 increased by $31 million, or 3%, from non-interest income of $1.1 billion in the second quarter of 2012. The increase in non-interest income was primarily attributable to an increase in interchange fees resulting from purchase volume growth, due in part to the 2012 U.S. card acquisition, and a reduction in the provision for mortgage representation and warranty losses from continuing operations recognized in non-interest income. The favorable impact of these items was partially offset by a reduction in gains on the sale of investment securities and fair value gains related to free-standing derivatives.

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Non-interest income of $2.1 billion in the first six months of 2013 decreased by $509 million, or 20%, from non-interest income of $2.6 billion in the first six months of 2012. The decrease in non-interest income reflected the combined impact of the absence of both the bargain purchase gain of $594 million recognized at acquisition of ING Direct in the first quarter of 2012 and income of $162 million from the sale of Visa stock shares in the first quarter of 2012. The impact of these items was partially offset by the favorable impact of increased fees from purchase volume growth, a reduction in the provision for mortgage representation and warranty losses recognized in non-interest income and a reduction in fair value losses on free-standing derivatives.

We recorded net OTTI losses of $4 million and $29 million in the second quarter and first six months of 2013, respectively, compared with $13 million and $27 million in the second quarter and first six months of 2012, respectively. The OTTI losses in each period were attributable to deterioration in the credit performance of loans underlying certain non-agency mortgage backed securities. We provide additional information on other-than-temporary impairment recognized on our securities available for sale in “Note 3—Investment Securities.”

Provision for Credit Losses

We build our allowance for loan and lease losses and unfunded lending commitment reserves through the provision for credit losses. Our provision for credit losses in each period is driven by charge-offs and the level of allowance for loan and lease losses that we determine is necessary to provide for probable loan and lease losses incurred that are inherent in our loan portfolio as of each balance sheet date.

We recorded a provision for credit losses of $762 million and $1.6 billion in the second quarter and first six months of 2013, respectively, compared with $1.7 billion and $2.3 billion in the second quarter and first six months of 2012, respectively. The decrease in each period was primarily driven by the absence of the provision for credit losses of $1.2 billion recorded in the second quarter of 2012 to establish an allowance for credit card loans acquired in the 2012 U.S. card acquisition, the impact of which was partially offset higher provision expense due to growth in auto loan balances and commercial loan originations.

We provide additional information on the provision for credit losses and changes in the allowance for loan and lease losses under the “Credit Risk Profile—Summary of Allowance for Loan and Lease Losses” and “Note 5—Allowance for Loan and Lease Losses.” For information on the allowance methodology for each of our loan categories, see “Note 1—Summary of Significant Accounting Policies” in our 2012 Form 10-K.

Non-Interest Expense

Non-interest expense consists of ongoing operating costs, such as salaries and associate benefits, occupancy and equipment costs, professional services, communications and data processing technology expenses, and other miscellaneous expenses. Non-interest expense also includes marketing costs, merger-related expense and amortization of intangibles. Table 6 displays the components of non-interest expense for the second quarter and first six months of 2013 and 2012.

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Table 6: Non-Interest Expense

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2013		2012		2013		2012
Salaries and associate benefits	$	1,104	$	971	$	2,184	$	1,835
Occupancy and equipment		356		323		706		593
Marketing		330		334		647		655
Professional services		329		313		636		606
Communications and data processing		233		203		443		375
Amortization of intangibles(1)		167		157		344		219
Acquisition-related		50		133		96		219
Other non-interest expense:
Collections		119		141		248		278
Fraud losses		53		37		105		77
Bankcard, regulatory and other fee assessments		142		137		280		247
Other		176		393		398		542
Other non-interest expense		490		708		1,031		1,144
Total non-interest expense	$	3,059	$	3,142	$	6,087	$	5,646

⁽¹⁾  Includes PCCR intangible amortization of $110 million and $226 million in the second quarter and first six months of 2013, respectively, and $88 million and $92 million in the second quarter and first six months of 2012, respectively, the substantial majority of which is attributable to the 2012 U.S. card acquisition. Also includes core deposit intangible amortization of $43 million and $87 million in the second quarter and first six months of 2013, respectively, and $51 million and $97 million in the second quarter and first six months of 2012, respectively.

Non-interest expense of $3.1 billion in the second quarter of 2013 decreased by $83 million, or 3%, from the second quarter of 2012. The decrease in non-interest expense reflected reduced acquisition-related costs, coupled with the absence of the unfavorable impact of charges related to certain other items recorded in the second quarter of 2012, including civil penalties of $60 million attributable to regulatory settlements associated with cross-selling certain other products to credit card customers in our Domestic Card business and legal costs of $98 million related to interchange and other litigation activity during the quarter. The decrease in non-interest expense was offset by higher operating expenses, increased salaries and associate benefits and infrastructure costs attributable to acquired businesses, amortization of intangibles resulting from the ING Direct and 2012 U.S. card acquisitions and expenses related to the growth in our auto loan portfolio.

Non-interest expense of $6.1 billion in the first six months of 2013 increased by $441 million, or 8%, from the first six months of 2012. The increase reflected higher operating expenses, increased salaries and associate benefits and infrastructure costs attributable to acquired businesses, amortization of intangibles resulting from the ING Direct and 2012 U.S. card acquisitions and expenses related to the growth in our auto loan portfolio, which was partially offset by a reduction in acquisition-related costs and the absence of civil penalties of $60 million attributable to regulatory settlements associated with cross-selling certain other products to credit card customers in our Domestic Card business and legal costs of $98 million related to interchange and other litigation activity, both of which were recorded in the first six months of 2012.

Income Taxes

We recorded an income tax provision on income from continuing operations of $581 million (32.0% effective income tax rate) in the second quarter of 2013, compared with an income tax provision of $43 million (18.2% effective income tax rate) in the second quarter of 2012. The increase in our effective tax rate in the second quarter of 2013 from the second quarter of 2012 was primarily due to the relative reduction of benefits from tax credits and tax-exempt income and the difference in discrete tax expense recorded in each period. We recorded a net discrete tax expense of $7 million for state law changes and the resolution of certain tax issues and audits in

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the second quarter of 2013. In comparison, we recorded $32 million of discrete tax benefits for changes in our state tax position resulting from the 2012 U.S. card acquisition and the resolution of certain tax issues and audits in the second quarter of 2012.

We recorded an income tax provision of $1.1 billion (31.1% effective income tax rate) in the first six months of 2013, compared with an income tax provision of $396 million (18.9% effective income tax rate) in the first six months of 2012. The increase in our effective tax rate in the first six months of 2013 from the first six months of 2012 was primarily attributable to the absence of discrete tax benefits of $211 million recorded in the first quarter of 2012 for the non-taxable bargain purchase gain of $594 million related to the acquisition of ING Direct, a deferred tax benefit for changes in our state tax position resulting from the 2012 U.S. card acquisition and the resolution of certain tax issues and audits. In comparison, we recorded $1 million of discrete tax expense in the first six months of 2013.

Our effective income tax rate, excluding the impact of the discrete tax items discussed above, was 31.5% in both the second quarter of 2013 and 2012. Our effective income tax rate, excluding the impact of the discrete tax items discussed above, was 31.1% and 28.9% in the first six months of 2013 and 2012, respectively. The increase in the effective tax rate was primarily due to higher pre-tax earnings recorded in the first six months of 2013 over the first six months of 2012, which diluted the relative tax benefit of tax credits and tax-exempt income.

We provide additional information on items affecting our income taxes and effective tax rate in our 2012 Form 10-K under “Note 18—Income Taxes.”

Loss from Discontinued Operations, Net of Tax

Loss from discontinued operations reflects ongoing costs, which primarily consist of mortgage loan repurchase representation and warranty charges related to the mortgage origination operations of GreenPoint’s wholesale mortgage banking unit that we closed in 2007.

We recorded a loss from discontinued operations, net of tax, of $119 million and $197 million in the second quarter and first six months of 2013, respectively. In comparison, we recorded a loss from discontinued operations, net of tax, of $100 million and $202 million in the second quarter and first six months of 2012 , respectively. The variance in the loss from discontinued operations between the second quarter and first six months of 2013 and 2012 is attributable to the provision for mortgage representation and warranty losses. We recorded a total pre-tax provision for mortgage representation and warranty losses of $183 million and $280 million in the second quarter and first six months of 2013, respectively, compared with a total pre-tax provision of $180 million and $349 million in the second quarter and first six months of 2012, respectively. The portion of these amounts included in loss from discontinued operations totaled $187 million ($117 million, net of tax) and $294 million ($184 million, net of tax) in the second quarter and first six months of 2013, respectively, compared with $154 million ($97 million, net of tax) and $307 million ($194 million, net of tax) the second quarter and first six months of 2012, respectively.

We provide additional information on the provision for mortgage representation and warranty losses and the related reserve for potential representation and warranty claims in “Consolidated Balance Sheet Analysis—Potential Mortgage Representation and Warranty Liabilities” and “Note 14—Commitments, Contingencies and Guarantees.”

BUSINESS SEGMENT FINANCIAL PERFORMANCE

The results of our individual businesses, which we report on a continuing operations basis, reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. Our business segment results are intended to reflect each segment as if it were a stand-alone business.

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We use an internal management accounting and reporting process to derive our business segment results. Our internal management accounting and reporting process employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. Total interest income and net fees are directly attributable to the segment in which they are reported. The net interest income of each segment reflects the results of our funds transfer pricing process, which is primarily based on a matched maturity method that takes into consideration market rates. Our funds transfer pricing process provides a funds credit for sources of funds, such as deposits generated by our Consumer Banking and Commercial Banking businesses, and a funds charge for the use of funds by each segment. The allocation process is unique to each business segment and acquired businesses. We provide additional information on the allocation methodologies used to derive our business segment results in “Note 20—Business Segments” in our 2012 Form 10-K.

We refer to the business segment results derived from our internal management accounting and reporting process as our “managed” presentation, which differs in some cases from our reported results prepared based on U.S. GAAP. There is no comprehensive, authoritative body of guidance for management accounting equivalent to U.S. GAAP; therefore, the managed presentation of our business segment results may not be comparable to similar information provided by other financial service companies. In addition, our individual business segment results should not be used as a substitute for comparable results determined in accordance with U.S. GAAP. See “Note 13—Business Segments” of this Report for a reconciliation of our total business segment results to our reported consolidated results.

Below we summarize our business segment results for the second quarter and first six months of 2013 and 2012 and provide a comparative discussion of these results. We also discuss changes in our financial condition and credit performance statistics as of June 30, 2013, compared with December 31, 2012. Information on the outlook for each of our business segments is presented above under “Executive Summary and Business Outlook.”

Credit Card Business

Our Credit Card business generated net income from continuing operations of $719 million and $1.4 billion in the second quarter and first six months of 2013, respectively, compared with a net loss from continuing operations of $297 million in the second quarter of 2012 and net income from continuing operations of $269 million for the first six months of 2012. The primary sources of revenue for our Credit Card business are interest income and non-interest income from customers and interchange fees. Expenses primarily consist of the provision for credit losses, operating costs such as salaries and associate benefits, occupancy and equipment, professional services, communications and data processing technology expenses, as well as marketing expenses.

On February 1, 2013, we transferred the Best Buy loan portfolio, which had loan balances of approximately $7 billion as of the date of the transfer, to held for sale from held for investment. While the transfer of this portfolio contributed to a reduction in loans held for investment for Domestic Card, the accounting for held for sale loans has had a favorable impact on Domestic Card total net revenue and the provision for credit losses, as charge-offs of finance charges, fees and principal are reflected in the carrying value of loans classified as held for sale.

Table 7 summarizes the financial results of our Credit Card business, which is comprised of Domestic Card, including installment loans, and International Card, and displays selected key metrics for the periods indicated.

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Table 7: Credit Card Business Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income	$	2,804		$	2,350			19	%	$	5,634		$	4,342			30	%
Non-interest income		832			771			8			1,653			1,369			21
Total net revenue(1)		3,636			3,121			17			7,287			5,711			28
Provision for credit losses		713			1,711			(58	)		1,456			2,169			(33	)
Non-interest expense		1,819			1,863			(2	)		3,667			3,131			17
Income from continuing operations before income taxes		1,104			(453	)		344			2,164			411			427
Income tax provision		385			(156	)		347			759			142			435
Income from continuing operations, net of tax	$	719		$	(297	)		342	%	$	1,405		$	269			422	%
Selected performance metrics:
Average loans held for investment(2)	$	77,946		$	79,662			(2	)%	$	80,435		$	71,048			13	%
Average yield on loans held for investment(3)		15.94	%		13.42	%		252	bps		15.54	%		13.86	%		168	bps
Total net revenue margin(4)		18.66			15.67			299			18.12			16.08			204
Net charge-offs	$	850		$	622			37	%	$	1,772		$	1,268			40	%
Net charge-off rate(5)		4.36	%		3.13	%		123	bps		4.41	%		3.57	%		84	bps
Card loan premium amortization and other intangible accretion(6)	$	57		$	59			(3	)%	$	114		$	59			93	%
PCCR intangible amortization		110			88			25			226			92			146
Purchase volume(7)		50,788			45,228			12			95,886			79,726			20
(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Selected period-end data:
Loans held for investment(2)	$	78,310		$	91,755			(15	)%
30+ days performing delinquency rate(8)		3.13	%		3.61	%		(48	)bps
30+ days delinquency rate(9)		3.22			3.69			(47	)
Nonperforming loan rate(10)		0.12			0.11			1
Allowance for loan and lease losses	$	3,349		$	3,979			(16	)%
Allowance coverage ratio(11)		4.28	%		4.34	%		(6	)bps

⁽¹⁾  We recognize billed finance charges and fee income on open-ended loans in accordance with the contractual provisions of the credit arrangements and estimate the uncollectible amount on a quarterly basis. The estimated uncollectible amount of billed finance charges and fees is reflected as a reduction in revenue and is not included in our net charge-offs. Total net revenue was reduced by $192 million and $457 million in the second quarter and first six months of 2013, respectively, and by $311 million and $434 million in the second quarter and first six months of 2012, respectively, for the estimated uncollectible amount of billed finance charges and fees. The finance charge and fee reserve totaled $197 million and $307 million as of June 30, 2013 and December 31, 2012, respectively.

⁽²⁾  Credit card period-end loans held for investment and average loans held for investment include accrued finance charges and fees, net of the estimated uncollectible amount.

⁽³⁾  Calculated by dividing annualized interest income for the period by average loans held for investment during the period for the specified loan category. Annualized interest income includes interest income on loans held for sale. Therefore, the transfer of the Best Buy loan portfolio to held for sale resulted in an increase in the average yield for Total Credit Card of 152 and 124 basis points in the second quarter and first six months of 2013, respectively.

⁽⁴⁾  Calculated by dividing annualized total net revenue for the period by average loans held for investment during the period for the specified loan category. Annualized interest income includes interest income on loans held for sale. Therefore, the transfer of the Best Buy loan portfolio to held for sale resulted in an increase in the net revenue margin for Total Card of 169 and 139 basis points in the second quarter and first six months of 2013, respectively.

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⁽⁵⁾  Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.

⁽⁶⁾  Represents the net reduction in interest income attributable to the amortization of premiums on purchased loans accounted for based on contractual cash flows and the accretion of other intangibles intangible associated with the 2012 U.S. card acquisition.

⁽⁷⁾  Consists of purchase transactions for the period, net of returns. Excludes cash advance transactions.

⁽⁸⁾  Calculated by loan category by dividing 30+ day performing delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽⁹⁾  Calculated by loan category by dividing 30+ day delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽¹⁰⁾  Calculated by loan category by dividing nonperforming loans as of the end of the period by period-end loans held for investment for the specified loan category. Nonperforming credit card loans generally include international card loans that are 90 or 120 days delinquent.

⁽¹¹⁾  Calculated by dividing the allowance for loan and lease losses as of the end of the period by period-end loans held for investment.

The completion of the 2012 U.S. card acquisition in May 2012 was the most significant driver of changes in the financial performance of our Credit Card business between the second quarter and first six months of 2013 versus the same prior year periods. Our Credit Card business results for the second quarter and first six months of 2013 reflect the full impact of the addition of loans from the acquisition, while the same prior year periods in 2012 reflect only a partial period impact of loans acquired from 2012 U.S. card acquisition. In addition, our Credit Card business results for the second quarter and first six months of 2013 reflect the absence of charges recorded in the second quarter of 2012 to establish reserves for certain loans acquired in the 2012 U.S. card acquisition, which consisted of a provision for credit losses of $1.2 billion and a finance charge and fee contra-revenue expense of $174 million.

Other key factors affecting the results of our Credit Card business for the second quarter and first six months of 2013, compared with the second quarter and first six months of 2012, and changes in financial condition and credit performance between June 30, 2013 and December 31, 2012 include the following:

• Net Interest Income: Net interest income increased by $454 million, or 19%, in the second quarter of 2013 to $2.8 billion and by $1.3 billion, or 30%, in the first six months of 2013 to $5.6 billion. The increase in net interest income for the first six months of 2013 is primarily driven by the significant increase in average loans held for investment resulting from the U.S. card acquisition of receivables in the second quarter of 2012. The increase for each period also was due in part to the absence of the charge recorded in the second quarter of 2012 to establish the finance charge and fee reserve for the acquired loans.

• Non-Interest Income: Non-interest income increased by $61 million, or 8%, in the second quarter of 2013 to $832 million and by $284 million, or 21% in the first six months of 2013 to $1.7 billion. The increase was primarily driven by higher net interchange fees generated from growth in purchase volume due in part to the 2012 U.S. card acquisition. Purchase volume increased by $5.6 billion, or 12%, in the second quarter of 2013 and by $16.2 billion, or 20%, in the first six months of 2013, attributable to both the addition of customer accounts associated with the 2012 U.S. card acquisition and higher purchase volume in our legacy card business. Non-interest income was also higher due to increased customer-related fees from the addition of acquired credit card accounts and the absence of charges incurred in the comparable prior year periods for expected refunds to customers affected by certain cross-sell sale practices in our Domestic Card business. Non-interest income also includes a loss of $10 million recognized in the second quarter of 2013 to adjust the carrying value of the Best Buy loan portfolio to fair value.

• Provision for Credit Losses: The provision for credit losses related to our Credit Card business decreased to $713 million and $1.5 billion in the second quarter and first six months of 2013, respectively, from $1.7 billion and $2.2 billion in the second quarter and first six months of 2012, respectively. The decrease was primarily driven by the absence of the provision for credit losses of $1.2 billion recorded in the second quarter of 2012 to establish an allowance for credit card loans acquired in the 2012 U.S. card acquisition. This impact was

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partially offset by an increase in the provision related to higher net charge-offs in the second quarter and first six months of 2013, largely attributable to the addition of loans from the 2012 U.S. card acquisition.

• Non-Interest Expense: Non-interest expense decreased by $44 million, or 2%, in the second quarter of 2013 to $1.8 billion and increased by $536 million, or 17%, in the first six months of 2013 to $3.7 billion. The decrease in the second quarter of 2013 reflected the absence of charges for regulatory fines related to cross-sell activities in the Domestic Card business of $60 million and net litigation reserves to cover interchange and other settlements of $98 million recorded in the second quarter of 2012, which was partially offset by a full quarter of operating expenses in the second quarter of 2013 related to operations of the 2012 U.S. card acquisition. The increase in the first six months of 2013 was largely due to higher operating expenses resulting from the 2012 U.S. card acquisition and the amortization of intangibles and other assets associated with the acquisition, including Purchased Credit Card Relationships (“PCCR”) intangible amortization expense of $226 million in the first six months of 2013, compared with $92 million in the first six months of 2012.

• Loans Held for Investment: Period-end loans held for investment in our Credit Card business decreased by $13.5 billion, or 15%, in the first six months of 2013 to $78.3 billion as of June 30, 2013, from $91.8 billion as of December 31, 2012. The decrease was due in part to the transfer of the Best Buy loan portfolio of approximately $7 billion to the held for sale category in the first quarter of 2013. Excluding the transfer of the Best Buy loan portfolio to held for sale, period-end loans held for investment decreased due to typical seasonally lower purchase volumes and higher pay downs in the first half of the year, as well as the expected continued run-off of our installment loan portfolio and the expected run-off of certain other credit card loans acquired in the 2012 U.S. card acquisition.

• Charge-off and Delinquency Statistics: Our reported net charge-off rate increased to 4.36% and 4.41% in the second quarter and first six months of 2013, respectively, from 3.13% and 3.57% in the second quarter and first six months of 2012, respectively. The 30+ day delinquency rate decreased to 3.22% as of June 30, 2013, from 3.69% as of December 31, 2012. The increase in reported net charge-off rates in the second quarter and first six months of 2013 was largely due to the inclusion in the second quarter and first six months of 2012 of the addition of acquired loans from the 2012 U.S. card acquisition in the denominator in calculating our reported net charge-off rates, coupled with a lag in initial charge-offs related to this portfolio because we typically do not charge-off credit card loans until the account is 180 days past due.

Domestic Card Business

Domestic Card generated net income from continuing operations of $638 million and $1.3 billion in the second quarter and first six months of 2013, respectively, compared with a net loss from continuing operations of $264 million in the second quarter of 2012 and net income from continuing operations of $251 million in the first six months of 2012. Domestic Card accounted for 90% of total net revenues for our Credit Card business in both the second quarter and first six months of 2013, compared with 91% and 88% in the second quarter and first six months of 2012, respectively. Income attributable to Domestic Card represented 89% and 91% of income for our Credit Card business in the second quarter and first six months of 2013, respectively, compared with 89% and 93% in the second quarter and first six months of 2012, respectively.

Table 7.1 summarizes the financial results for Domestic Card and displays selected key metrics for the periods indicated.

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Table 7.1: Domestic Card Business Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income	$	2,536		$	2,118			20	%	$	5,092		$	3,831			33	%
Non-interest income		737			708			4			1,461			1,205			21
Total net revenue		3,273			2,826			16			6,553			5,036			30
Provision for credit losses		647			1,600			(60	)		1,294			1,961			(34	)
Non-interest expense		1,635			1,634			**			3,268			2,686			22
Income from continuing operations before income taxes		991			(408	)		343			1,991			389			412
Income tax provision		353			(144	)		345			709			138			414
Income from continuing operations, net of tax	$	638		$	(264	)		342	%	$	1,282		$	251			411	%
Selected performance metrics:
Average loans held for investment(1)	$	69,966		$	71,468			(2	)%	$	72,327		$	62,800			15	%
Average yield on loans held for investment(2)		15.91	%		13.33	%		258	bps		15.48	%		13.67	%		181	bps
Total net revenue margin(3)		18.71			15.82			289			18.12			16.04			208
Net charge-offs	$	749		$	510			47	%	$	1,576		$	1,041			51	%
Net charge-off rate(4)		4.28	%		2.86	%		142	bps		4.36	%		3.32	%		104	bps
Card loan premium amortization and other intangible accretion(5)	$	57		$	59			(3	)%	$	114		$	59			93	%
PCCR intangible amortization	$	110		$	88			25		$	226		$	92			146
Purchase volume(6)		47,273			41,807			13			89,104			73,224			22
(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Selected period-end data:
Loans held for investment(1)	$	70,490		$	83,141			(15	)%
30+ days delinquency rate(7)		3.05	%		3.61	%		(56	)bps
Allowance for loan and lease losses	$	2,955		$	3,526			(16	)%

** Change is less than one percent or not meaningful.

⁽¹⁾  Credit card period-end loans held for investment and average loans held for investment include accrued finance charges and fees, net of the estimated uncollectible amount.

⁽²⁾  Calculated by dividing annualized interest income for the period by average loans held for investment during the period for the specified loan category. Annualized interest income includes interest income on loans held for sale. Therefore, the transfer of the Best Buy loan portfolio to held for sale resulted in an increase in the average yield for Domestic Card of 168 and 136 basis points in the second quarter and first six months of 2013, respectively.

⁽³⁾  Calculated by dividing annualized total net revenue for the period by average loans held for investment during the period for the specified loan category. Annualized interest income includes interest income on loans held for sale. Therefore, the transfer of the Best Buy loan portfolio to held for sale resulted in an increase in the net revenue margin for Domestic Card of 188 and 154 basis points in the second quarter and first six months of 2013, respectively.

⁽⁴⁾  Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.

⁽⁵⁾  Represents the net reduction in interest income attributable to the amortization of premiums on purchased loans accounted for based on contractual cash flows and the accretion of other intangibles associated with the 2012 U.S. card acquisition

⁽⁶⁾  Consists of credit card purchase transactions, net of returns, for the period for both loans classified as held for investment and loans classified as held for sale. Excludes cash advance transactions.

⁽⁷⁾  Calculated by loan category by dividing 30+ day delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

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Because our Domestic Card business accounts for the substantial majority of our Credit Card business, the key factors driving the results for this division are similar to the key factors affecting our total Credit Card business. The increase in Domestic Card net income from continuing operations in the second quarter of 2013 from the second quarter of 2012 reflected the impact of the following items: (i) an increase in net interest income and non-interest income, primarily attributable to higher average loan yields and higher net interchange fees generated from purchase volume growth; (ii) the absence of the $1.2 billion provision for credit losses recorded in the second quarter of 2012 established as an allowance for the credit card receivables acquired in the 2012 U.S. acquisition; (iii) an increase in non-interest income due to the absence of charges for expected refunds to customers affected by certain cross-sell sale practices in our Domestic Card business recorded in the second quarter of 2012; and (iv) relatively flat non-interest expense reflecting the absence of charges for regulatory fines related to cross-sell activities in the Domestic Card business and net litigation reserves to cover interchange and other settlements recorded in the second quarter of 2012, which were offset by increased operating expenses related to the 2012 U.S. card acquisition.

International Card Business

International Card generated net income from continuing operations of $81 million and $123 million in the second quarter and first six months of 2013, respectively, compared with a net loss from continuing operations of $33 million in the second quarter of 2012 and net income from continuing operations of $18 million in the first six months of 2012. International Card accounted for 10% of total net revenues for our Credit Card business in both the second quarter and first six months of 2013, compared with 9% and 12% in the second quarter and first six months of 2012, respectively. Income attributable to International Card represented 11% and 9% of income for our Credit Card business in the second quarter and first six months of 2013, respectively, compared with 11% of the net loss in the second quarter of 2012 and 7% of the net income in the first six months of 2012.

Table 7.2 summarizes the financial results for International Card and displays selected key metrics for the periods indicated.

Table 7.2: International Card Business Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income	$	268		$	232			16	%	$	542		$	511			6	%
Non-interest income		95			63			51			192			164			17
Total net revenue		363			295			23			734			675			9
Provision for credit losses		66			111			(41	)		162			208			(22	)
Non-interest expense		184			229			(20	)		399			445			(10	)
Income from continuing operations before income taxes		113			(45	)		351			173			22			686
Income tax provision		32			(12	)		367			50			4			1,150
Income from continuing operations, net of tax	$	81		$	(33	)		345	%	$	123		$	18			583	%
Selected performance metrics:
Average loans held for investment(1)	$	7,980		$	8,194			(3	)%	$	8,108		$	8,248			(2	)%
Average yield on loans held for investment(2)		16.19	%		14.18	%		201	bps		16.08	%		15.29	%		79	bps
Total net revenue margin(3)		18.20			14.40			380			18.11			16.37			174
Net charge-offs	$	101		$	112			(10	)%	$	196		$	227			(14	)%
Net charge-off rate(4)		5.08	%		5.49	%		(41	)bps		4.83	%		5.51	%		(68	)bps
Purchase volume(5)	$	3,515		$	3,421			3	%	$	6,782		$	6,502			4	%

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(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Selected period-end data:
Loans held for investment(1)	$	7,820		$	8,614			(9	)%
30+ days performing delinquency rate(6)		3.84	%		3.58	%		26	bps
30+ days delinquency rate(7)		4.79			4.49			30
Nonperforming loan rate(8)		1.20			1.16			4
Allowance for loan and lease losses	$	394		$	453			(13	)%

⁽¹⁾  Credit card period-end loans held for investment and average loans held for investment include accrued finance charges and fees, net of the estimated uncollectible amount.

⁽²⁾  Calculated by dividing annualized interest income for the period by average loans held for investment during the period for the specified loan category.

⁽³⁾  Calculated by dividing annualized total net revenue for the period by average loans held for investment during the period for the specified loan category.

⁽⁴⁾  Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.

⁽⁵⁾  Consists of purchase transactions for the period, net of returns. Excludes cash advance transactions.

⁽⁶⁾  Calculated by loan category by dividing 30+ day performing delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽⁷⁾  Calculated by loan category by dividing 30+ day delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽⁸⁾  Calculated by loan category by dividing nonperforming loans as of the end of the period by period-end loans held for investment for the specified loan category. Nonperforming credit card loans include international card loans that are generally 90 or 120 days delinquent.

The primary drivers of the improvement in results for our International Card business in the second quarter and first six months of 2013, compared with the second quarter and first six months of 2012 included: (i) the absence of charges recorded in the second quarter of 2012 associated with refunds to U.K. customers due to retrospective regulatory requirements pertaining to Payment Protection Insurance, which had an unfavorable impact on total net revenue and non-interest expense, and (ii) a reduction in the provision for credit losses attributable to lower net charge-offs, reflecting the improvement in the credit environment in Canada and the U.K.

Consumer Banking Business

Our Consumer Banking business generated net income from continuing operations of $444 million and $827 million in the second quarter and first six months of 2013, respectively, compared with net income from continuing operations of $438 million and $662 million in the second quarter and first six months of 2012, respectively. The primary sources of revenue for our Consumer Banking business are net interest income from loans and deposits and non-interest income from customer fees. Expenses primarily consist of the provision for credit losses, ongoing operating costs, such as salaries and associate benefits, occupancy and equipment, professional services, communications and data processing technology expenses, as well as marketing expenditures.

On February 17, 2012, we acquired ING Direct, which resulted in the addition of loans with carrying value of $40.4 billion and deposits of $84.4 billion at acquisition. The substantial majority of the lending and retail deposit businesses acquired are reported in our Consumer Banking business; however, the results of our Consumer Banking business for the first quarter of 2012 reflect only a partial-quarter impact from the operations of ING Direct.

Table 8 summarizes the financial results of our Consumer Banking business and displays selected key metrics for the periods indicated.

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Table 8: Consumer Banking Business Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income	$	1,478		$	1,496			(1	)%	$	2,956		$	2,784			6	%
Non-interest income		189			185			2			370			361			2
Total net revenue		1,667			1,681			(1	)		3,326			3,145			6
Provision for credit losses		67			44			52			242			218			11
Non-interest expense		910			959			(5	)		1,800			1,902			(5	)
Income from continuing operations before income taxes		690			678			2			1,284			1,025			25
Income tax provision		246			240			3			457			363			26
Income from continuing operations, net of tax	$	444		$	438			1	%	$	827		$	662			25	%
	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected performance metrics:
Average loans held for investment:(1)
Auto	$	28,677		$	24,487			17	%	$	28,080		$	23,535			19	%
Home loan		40,532			48,966			(17	)		41,771			39,234			6
Retail banking		3,721			4,153			(10	)		3,753			4,166			(10	)
Total consumer banking	$	72,930		$	77,606			(6	)%	$	73,604		$	66,935			10	%
Average yield on loans held for investment(2)		5.99	%		6.17	%		(18	)bps		5.96	%		6.61	%		(65	)bps
Average deposits	$	170,733		$	174,416			(2	)%	$	170,910		$	152,166			12	%
Average deposit interest rate		0.64	%		0.70	%		(6	)bps		0.64	%		0.72	%		(8	)bps
Core deposit intangible amortization	$	35		$	42			(17	)%	$	72		$	79			(9	)%
Net charge-offs		110			93			18			253			201			26
Net charge-off rate(3)		0.60	%		0.48	%		12	bps		0.69	%		0.60	%		9	bps
Net charge-off rate (excluding acquired loans)(4)		1.08			1.02			6			1.27			1.15			12
Automobile loan originations	$	4,525		$	4,306			5	%	$	8,314		$	8,576			(3	)%
(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Selected period-end data:
Loans held for investment:(1)
Auto	$	29,369		$	27,123			8	%
Home loan		39,163			44,100			(11	)
Retail banking		3,686			3,904			(6	)
Total consumer banking	$	72,218		$	75,127			(4	)%
30+ days performing delinquency rate(5)		2.55	%		2.65	%		(10	)bps
30+ days performing delinquency rate (excluding acquired loans)(4)		4.56			5.14			(58	)
30+ days delinquency rate(6)		3.15			3.34			(19	)
30+ days delinquency rate (excluding acquired loans)(4)		5.63			6.49			(86	)

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(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Nonperforming loans rate(7)		0.78			0.85			(7	)
Nonperforming loans rate (excluding acquired loans)(4)		1.40			1.66			(26	)
Nonperforming asset rate(8)		0.84			0.91			(7	)
Nonperforming asset rate (excluding acquired loans)(4)		1.51			1.76			(25	)
Allowance for loan and lease losses	$	702		$	711			(1	)%
Allowance coverage ratio(9)		0.97	%		0.95	%		2	bps
Deposits	$	169,789		$	172,396			(2	)%
Loans serviced for others		14,313			15,333			(7	)

⁽¹⁾  Loans held for investment includes loans acquired in the ING Direct and CCB acquisitions. The carrying value of consumer banking acquired loans accounted for subsequent to acquisition based on expected cash flows to be collected was $31.8 billion and $36.5 billion as of June 30, 2013 and December 31, 2012, respectively. The average balance of consumer banking loans held for investment, excluding the carrying value of acquired loans, was $40.2 billion and $36.2 billion in the second quarter of 2013 and 2012, respectively and $39.7 billion and $35.0 billion in the first six months of 2013 and 2012, respectively.

⁽²⁾  Calculated by dividing interest income for the period by average loans held for investment during the period for the specified loan category.

⁽³⁾  Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.

⁽⁴⁾  Calculation of ratio adjusted to exclude from the denominator acquired loans accounted for subsequent to acquisition based on expected cash flows to be collected. See “Credit Risk Profile” and “Note 4—Loans—Credit Quality” for additional information on the impact of acquired loans on our credit quality metrics.

⁽⁵⁾  Calculated by loan category by dividing 30+ days performing delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽⁶⁾  Calculated by loan category by dividing 30+ days delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.

⁽⁷⁾  Calculated by loan category by dividing nonperforming loans as of the end of the period by period-end loans held for investment.

⁽⁸⁾  Calculated by loan category by dividing nonperforming assets as of the end of the period by period-end loans held for investment, REO, and other foreclosed assets for the specified loan category.

⁽⁹⁾  Calculated by dividing the allowance for loan and lease losses as of the end of the period by period-end loans held for investment.

Key factors affecting the results of our Consumer Banking business for the second quarter and first six months of 2013, compared with the second quarter and first six months of 2012, and changes in financial condition and credit performance between June 30, 2013 and December 31, 2012 include the following:

• Net Interest Income: Net interest income decreased by $18 million, or 1%, in the second quarter of 2013 to $1.5 billion and increased by $172 million, or 6%, in the first six months of 2013 to $3.0 billion. The modest decrease in net interest income in the second quarter of 2013 was largely attributable to a decrease in average loans due to the expected run-off of certain acquired home loans. The increase in net interest income in the first six months of 2013 was primarily attributable to a significant increase in average loans held for investment and consumer deposits due to the ING Direct acquisition and higher auto loan originations over the past twelve months, which was partially offset by the continued expected run-off of acquired home loans. The favorable impact of the increase in average loan and deposit balances more than offset the decrease in average loans yields due to the shift in the composition of our consumer loan portfolio from the addition of the acquired ING Direct loans, which generally had lower yields.

• Non-Interest Income: Non-interest income increased slightly by $4 million, or 2%, in the second quarter of 2013 to $189 million and increased by $9 million, or 2%, in the first six months of 2013 to $370 million, largely attributable to fees associated with the addition of the ING Direct business.

• Provision for Credit Losses: The provision for credit losses increased by $23 million and $24 million in the second quarter and first six months of 2013, respectively, reflecting modestly higher auto loan charge-offs attributable to the continued high volume of auto loan originations. As discussed above under “Summary of Selected Financial Data,” the substantial majority of the ING Direct home loan portfolio is accounted for based on estimated cash flows expected to be collected over the life of the loans. Because the credit mark

29

established at acquisition for these loans takes into consideration future credit losses expected to be incurred, 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.

• Non-Interest Expense: Non-interest expense decreased by $49 million, or 5%, in the second quarter of 2013 to $910 million and decreased by $102 million, or 5%, in the first six months of 2013 to $1.8 billion. The decrease was largely due to the absence of ING Direct acquisition-related costs incurred in the first six months of 2012, which was partially offset by increased expenses related to the growth in our auto loan portfolio.

• Loans Held for Investment: Period-end loans held for investment in our Consumer Banking business declined by $2.9 billion, or 4%, in the first six months of 2013, to $72.2 billion as of June 30, 2013, due to the continued expected run-off of acquired home loans, which was partially offset by higher period-end auto balances due to the continued high volume of auto loan originations.

• Deposits: Period-end deposits in our Consumer Banking business declined by $2.6 billion, or 2%, in the first six months of 2013 to $169.8 billion as of June 30, 2013, reflecting our disciplined pricing and scaling back of deposit growth in the current environment of relatively low overall loan growth.

• Charge-off and Delinquency Statistics: The reported net charge-off rate of 0.60% and 0.69% in the second quarter and first six months of 2013, respectively, increased from 0.48% and 0.60% in the second quarter and first six months of 2012, respectively. However, the 30+ day delinquency rate decreased to 3.15% as of June 30, 2013, from 3.34% as of December 31, 2012. The increase in the net charge-off rates reflect moderately higher auto loan charge-offs, partially offset by improved home loan performance. As discussed above under “Summary of Selected Financial Data,” the addition of the ING Direct home loan portfolio affects our reported credit metrics, as the credit mark established at acquisition for these loans takes into consideration future credit losses expected to be incurred. Accordingly, 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 overall improvement in delinquency rates reflects improved credit performance in our legacy consumer loan portfolios.

Commercial Banking Business

Our Commercial Banking business generated net income from continuing operations of $190 million and $393 million in the second quarter and first six months of 2013, respectively, compared with net income from continuing operations of $228 million and $438 million in the second quarter and first six months of 2012, respectively. The primary sources of revenue for our Commercial Banking business are net interest income from loans and deposits and non-interest income from customer fees. Because we have some affordable housing tax-related investments that generate tax-exempt income or tax credits, we make certain reclassifications to our Commercial Banking business results to present revenues on a taxable-equivalent basis. Expenses primarily consist of the provision for credit losses, ongoing operating costs, such as salaries and associate benefits, occupancy and equipment, professional services, communications and data processing technology expenses, as well as marketing expenditures.

Table 9 summarizes the financial results of our Commercial Banking business and displays selected key metrics for the periods indicated.

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Table 9: Commercial Banking Business Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income	$	457		$	427			7	%	$	911		$	858			6	%
Non-interest income		93			82			13			177			167			6
Total net revenue		550			509			8			1,088			1,025			6
Provision for credit losses		(14	)		(94	)		85			(49	)		(163	)		70
Non-interest expense		269			251			7			527			512			3
Income from continuing operations before income taxes		295			352			(16	)		610			676			(10	)
Income tax provision		105			124			(15	)		217			238			(9	)
Income from continuing operations, net of tax	$	190		$	228			(17	)%	$	393		$	438			(10	)%
Selected performance metrics:
Average loans held for investment:(1)
Commercial and multifamily real estate	$	18,084		$	15,838			14	%	$	17,771		$	15,676			13	%
Commercial and industrial		20,332			18,001			13			20,142			17,520			15
Total commercial lending		38,416			33,839			14			37,913			33,196			14
Small-ticket commercial real estate		1,096			1,388			(21	)		1,134			1,434			(21	)
Total commercial banking	$	39,512		$	35,227			12	%	$	39,047		$	34,630			13	%
Average yield on loans held for investment(2)		3.84	%		4.27	%		(43	)bps		3.87	%		4.37	%		(50	)bps
Average deposits	$	30,746		$	27,943			10	%	$	30,542		$	27,756			10	%
Average deposit interest rate		0.26	%		0.33	%		(7	)bps		0.27	%		0.35	%		(8	)bps
Core deposit intangible amortization	$	8		$	9			(11	)%	$	15		$	18			(17	)%
Net charge-offs		4			17			(76	)		11			33			(67	)
Net charge-off rate(3)		0.04	%		0.19	%		(15	)bps		0.06	%		0.19	%		(13	)bps
(Dollars in millions)	June 30, 2013			December 31, 2012			Change
Selected period-end data:
Loans held for investment:
Commercial and multifamily real estate	$	18,570		$	17,732			5	%
Commercial and industrial		21,170			19,892			6
Total commercial lending		39,740			37,624			6
Small-ticket commercial real estate		1,065			1,196			(11	)
Total commercial banking	$	40,805		$	38,820			5	%
Nonperforming loans rate(4)		0.60	%		0.73	%		(13	)bps
Nonperforming asset rate(5)		0.62			0.77			(15	)
Allowance for loan and lease losses	$	338		$	433			(22	)%
Allowance coverage ratio(6)		0.83	%		1.12	%		(29	)bps
Deposits	$	30,869		$	29,866			3	%

⁽¹⁾  Loans held for investment includes loans acquired in the ING Direct and CCB acquisitions. The carrying value of commercial banking acquired loans accounted for subsequent to acquisition based on expected cash flows to be collected was $306 million and $359 million as of June 30, 2013 and December 31, 2012, respectively. The average balance of commercial banking loans held for investment, excluding the carrying value of acquired loans, was $39.2 billion and $34.8 billion in the second quarter of 2013 and 2012, respectively, and $38.7 billion and $34.2 billion in the first six months of 2013 and 2012, respectively.

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⁽²⁾  Calculated by dividing annualized interest income for the period by average loans held for investment during the period for the specified loan category.

⁽³⁾  Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.

⁽⁴⁾  Calculated by loan category by dividing nonperforming loans as of the end of the period by period-end loans held for investment for the specified loan category. Nonperforming loans generally include loans that have been placed on nonaccrual status and certain restructured loans whose contractual terms have been restructured in a manner that grants a concession to a borrower experiencing financial difficulty.

⁽⁵⁾  Calculated by loan category by dividing nonperforming assets as of the end of the period by period-end loans held for investment, REO, and other foreclosed assets for the specified loan category.

⁽⁶⁾  Calculated by dividing the allowance for loan and lease losses as of the end of the period by period-end loans held for investment.

Key factors affecting the results of our Commercial Banking business for the second quarter and first six months of 2013, compared with the second quarter and first six months of 2012, and changes in financial condition and credit performance between June 30, 2013 and December 31, 2012 include the following:

• Net Interest Income: Net interest income increased by $30 million, or 7%, in the second quarter of 2013 to $457 million and by $53 million, or 6%, in the first six months of 2013 to $911 million. The increase was primarily driven by higher deposit balances and growth in commercial real estate and commercial and industrial loans.

• Non-Interest Income: Non-interest income increased by $11 million, or 13%, in the second quarter of 2013 to $93 million and by $10 million, or 6%, in the first six months of 2013 to $177 million, driven by increased investment banking activities and increases in other customer fees.

• Provision for Credit Losses: The Commercial Banking business recorded a negative provision for credit losses of $14 million and $49 million in the second quarter and first six months of 2013, respectively, compared with a negative provision of $94 million and $163 million in the second quarter and first six months of 2012, respectively. As the improvement in the credit performance of our commercial loan portfolio has somewhat stabilized, we have begun to reduce the amount of the combined allowance and unfunded lending commitments reserve releases. We reduced the combined allowance and unfunded lending commitments reserve by $20 million and $60 million in the second quarter and first six months of 2013, respectively, compared with $110 million and $195 million in the second quarter and first six months of 2012, respectively. As discussed above under “Critical Accounting Policies and Estimates—Allowance of Loan and Lease Losses and Reserve for Unfunded Lending Commitments-Commercial Loans,” we changed our process for estimating the allowance and reserve for unfunded lending commitments for our commercial loan portfolio in the first quarter of 2013, the impact of which resulted in net increase in the combined allowance and reserve for unfunded lending commitments of $37 million as of March 31, 2013 and a corresponding charge to the provision for credit losses.

• Non-Interest Expense: Non-interest expense increased by $18 million, or 7%, in the second quarter of 2013 to $269 million and by $15 million, or 3%, in the first six months of 2013 to $527 million, driven by investments in business growth and infrastructure enhancements.

• Loans Held for Investment: Period-end loans held for investment in our Commercial Banking business increased by $2.0 billion, or 5%, in the first six months of 2013, to $40.8 billion as of June 30, 2013. The increase was driven by stronger loan originations in the commercial and industrial and commercial real estate businesses, which was partially offset by the continued run-off of the small-ticket commercial real estate loan portfolio.

• Deposits: Period-end deposits in the Commercial Banking business increased by $1.0 billion, or 3%, to $30.9 billion as of June 30, 2013, from $29.9 billion as of December 31, 2012, driven by our strategy to strengthen existing relationships and increase liquidity from commercial customers.

• Charge-off Statistics: The net charge-off rate decreased to 0.04% and 0.06% in the second quarter and first six months of 2013, respectively, from 0.19% in both the second quarter and first six months of 2012. The nonperforming loan rate decreased to 0.60% as of June 30, 2013, from 0.73% as of December 31, 2012. The improvement in the credit metrics in our Commercial Banking business reflected a continued improvement in credit trends and strengthening of underlying collateral values, resulting in lower loss severities.

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“Other” Category

Net loss from continuing operations recorded in Other was $117 million and $245 million in the second quarter and first six months of 2013, respectively, compared with a net loss from continuing operations of $176 million in the second quarter of 2012 and net income from continuing operations of $329 million in the first six months of 2012. Other includes unallocated amounts related to our centralized Corporate Treasury group activities, such as management of our corporate investment portfolio and asset/liability management. Gains and losses on our investment securities portfolio and certain trading activities are included in the Other category. The Other category also includes foreign exchange-rate fluctuations related to the revaluation of foreign currency-denominated investments; certain gains and losses on the sale and securitization of loans; unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as acquisition and restructuring charges; a portion of the provision for representation and warranty reserves related to continuing operations; certain material items that are non-recurring in nature; and offsets related to certain line-item reclassifications.

Table 10: “Other” Results

	Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in millions)	2013			2012			Change			2013			2012			Change
Selected income statement data:
Net interest income (expense)	$	(186	)	$	(272	)		32	%	$	(378	)	$	(569	)		34	%
Non-interest income		(29	)		16			(281	)		(134	)		678			(120	)
Total net revenue		(215	)		(256	)		16			(512	)		109			(570	)
Provision for credit losses		(4	)		16			(125	)		(2	)		26			(108	)
Non-interest expense		61			69			(12	)		93			101			(8	)
Income from continuing operations before income taxes		(272	)		(341	)		20			(603	)		(18	)		(3,250	)
Income tax benefit		(155	)		(165	)		6			(358	)		(347	)		(3	)
Income (loss) from continuing operations, net of tax	$	(117	)	$	(176	)		34	%	$	(245	)	$	329			(174	)%

The shift in the Other category to a net loss from continuing operations of $245 million in the first six months of 2013 from net income from continuing operations of $329 million in the first six months of 2012 was primarily due to the recognition of the bargain purchase gain of $594 million related to the ING Direct acquisition in the first quarter of 2012, which was partially offset by a derivative loss of $78 million recognized in the first quarter of 2012 related to the interest rate swaps we entered into in 2011 to partially hedge the interest rate risk of the net assets associated with the expected ING Direct acquisition.

CONSOLIDATED BALANCE SHEET ANALYSIS

Total assets of $296.5 billion as of June 30, 2013 decreased by $16.4 billion, or 5%, from $312.9 billion as of December 31, 2012. Total liabilities of $255.5 billion as of June 30, 2013, decreased by $16.9 billion, or 6%, from $272.4 billion as of December 31, 2012. Stockholders’ equity increased by $542 million to $41.0 billion as of June 30, 2013. The increase in stockholders’ equity was primarily attributable to our net income of $2.2 billion for the first six months of 2013, which was partially offset by an other comprehensive loss of $1.5 billion, largely attributable to an increase in interest rates in the second quarter of 2013 that reduced the fair value of our investment securities available for sale and resulted in net unrealized losses.

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Following is a discussion of material changes in the major components of our assets and liabilities during the first six months of 2013. Period-end balance sheet amounts may vary from average balance sheet amounts due to liquidity and balance sheet management activities that are intended to ensure the adequacy of capital while managing our ability to manage liquidity requirements for the company and our customers and our market risk exposure in accordance with our risk appetite.

Investment Securities

Substantially all of our investment securities were classified as available for sale as of June 30, 2013 and December 31, 2012. Investment securities classified as available for sale are reported in our condensed consolidated balance sheets at fair value. Our investment securities portfolio, which had a fair value of $62.6 billion and $64.0 billion as of June 30, 2013 and December 31, 2012, respectively, consisted primarily of the following: U.S. Treasury debt, U.S. agency debt and corporate debt securities guaranteed by U.S. government agencies; agency and non-agency mortgage-backed securities (“MBS”); other asset-backed securities and other investments. Based on fair value, investments in U.S. Treasury, agency securities and other securities guaranteed by the U.S. government or agencies of the U.S. government represented 77% of our total investment securities available for sale as of both June 30, 2013 and December 31, 2012.

We did not have any investment securities designated as held to maturity as of June 30, 2013. We had $9 million of investment securities designated as held to maturity as of December 31, 2012. These investment securities are included in other assets in our condensed consolidated balance sheets.

Table 11 presents the amortized cost and fair value for the major categories of our portfolio of investment securities available for sale as of June 30, 2013 and December 31, 2012.

Table 11: Investment Securities Available for Sale

	June 30, 2013				December 31, 2012
(Dollars in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. Treasury debt obligations	$	838	$	840	$	1,548	$	1,552
U.S. agency debt obligations(1)		101		101		301		302
Corporate debt securities guaranteed by U.S. government agencies(2)		1,240		1,204		1,003		1,012
Residential mortgage-backed securities (“RMBS”):
Agency(3)		40,798		39,863		39,408		40,002
Non-agency		3,393		3,684		3,607		3,871
Total RMBS		44,191		43,547		43,015		43,873
Commercial mortgage-backed securities (“CMBS”):
Agency(3)		5,984		5,886		6,045		6,144
Non-agency		1,713		1,666		1,425		1,485
Total CMBS		7,697		7,552		7,470		7,629
Other asset-backed securities(4)		7,405		7,414		8,393		8,458
Other securities(5)		1,957		1,944		1,120		1,153
Total securities available for sale	$	63,429	$	62,602	$	62,850	$	63,979

⁽¹⁾  Includes debt securities issued by Fannie Mae and Freddie Mac with an amortized cost of $100 million and $300 million as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $100 million and $302 million as of June 30, 2013 and December 31, 2012, respectively.

⁽²⁾  Consists of corporate debt securities guaranteed by U.S. government agencies, such as the Export-Import Bank of the United States.

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⁽³⁾  Includes MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae, each of which individually exceeded 10% of our stockholders’ equity as of the end of each reported period. Fannie Mae MBS had an amortized cost of $26.0 billion and $22.9 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $25.2 billion and $23.2 billion as of June 30, 2013 and December 31, 2012, respectively. Freddie Mac MBS had an amortized cost of $12.5 billion and $12.6 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $12.3 billion and $12.9 billion as of June 30, 2013 and December 31, 2012, respectively. Ginnie Mae MBS had an amortized cost of $8.0 billion and $9.9 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $7.9 billion and $10.0 billion as of June 30, 2013 and December 31, 2012, respectively.

⁽⁴⁾  The other asset-backed securities portfolio was collateralized by approximately 66% credit card loans, 19% auto dealer floor plan inventory loans and leases, 7% auto loans, 6% equipment loans, 1% student loans and 1% of other assets as of June 30, 2013. In comparison, the distribution was approximately 64% credit card loans, 18% auto dealer floor plan inventory loans and leases, 6% auto loans, 5% equipment loans, 1% student loans, 2% commercial paper and 4% of other assets as of December 31, 2012. Approximately 87% of the securities in our other asset-backed security portfolio were rated AAA or its equivalent as of June 30, 2013, compared with 82% as of December 31, 2012.

⁽⁵⁾  Includes foreign government/agency bonds, covered bonds, corporate securities, municipal securities and equity investments primarily related to activities under the Community Reinvestment Act (“CRA”).

The amortized cost of our portfolio of investment securities available for sale increased by $579 million in the first six months of 2013 to $63.4 billion as of June 30, 2013. The increase was attributable to security purchases of $10.5 billion, which were largely offset by pay downs and maturities of $8.5 billion and sales of $1.3 billion.

Unrealized gains and losses on investment securities available for sale are recorded net of tax as a component of accumulated other comprehensive income (“AOCI”). We had gross unrealized gains of $717 million and gross unrealized losses of $1.5 billion on investment securities available for sale as of June 30, 2013, resulting in a net unrealized loss position of $827 million as of June 30, 2013. In comparison, we had gross unrealized gains of $1.2 billion and gross unrealized losses of $120 million on securities available for sale as of December 31, 2012, resulting in a net unrealized gain position of $1.1 billion as of December 31, 2012. The shift of $2.0 billion to a net unrealized loss position as of June 30, 2013, from a net unrealized gain position as of December 31, 2012 was driven primarily by the sharp rise in interest rates in the second quarter of 2013, which reduced the fair value of certain securities. Of the $1.5 billion in gross unrealized losses as of June 30, 2013, $31 million related to securities that had been in a loss position for 12 months or longer.

We provide information on OTTI losses recognized in earnings on our investment securities above under “Consolidated Results of Operations—Non-Interest Income.”

Credit Ratings

Our portfolio of investment securities available for sale continues to be concentrated in securities that generally have low credit risk and high credit ratings, such as securities issued and guaranteed by the U.S. Treasury and other government sponsored enterprises or agencies. Approximately 92% of our total investment securities portfolio was rated AA+ or its equivalent, or better as of both June 30, 2013 and December 31, 2012, while approximately 5% and 6% were below investment grade as of June 30, 2013 and December 31, 2012, respectively. We categorize the credit ratings of our investment securities based on the lowest credit rating as issued by the rating agencies Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service (“Moody’s”) and Fitch Ratings (“Fitch”).

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Table 12 provides information on the credit ratings of our non-agency RMBS, non-agency CMBS, other asset-backed securities and other securities in our portfolio as of June 30, 2013 and December 31, 2012.

Table 12: Non-Agency Investment Securities Credit Ratings

	June 30, 2013											December 31, 2012
(Dollars in millions)	Amortized Cost		AAA			Other Investment Grade			Below Investment Grade or Not Rated			Amortized Cost		AAA			Other Investment Grade			Below Investment Grade or Not Rated
Non-agency RMBS	$	3,393		—	%		5	%		95	%	$	3,607		—	%		5	%		95	%
Non-agency CMBS		1,713		99			1			—			1,425		97			3			—
Other asset-backed securities		7,405		87			11			2			8,393		82			17			1
Other securities(1)		1,957		40			53			7			1,120		67			24			9

⁽¹⁾ Includes foreign government/agency bonds, covered bonds, corporate securities, municipal securities and equity investments primarily related to activities under the CRA.

For additional information on our investment securities, see “Note 3—Investment Securities.”

Loans Held for Investment

Total loans that we manage consist of held for investment loans recorded on our consolidated balance sheets and loans held in our securitization trusts. Loans underlying our securitization trusts are reported on our consolidated balance sheets in restricted loans for securitization investors. Table 13 summarizes our portfolio of loans held for investment by business segment, net of the allowance for loan and lease losses, as of June 30, 2013 and December 31, 2012.

Table 13: Net Loans Held for Investment

	June 30, 2013						December 31, 2012
(Dollars in millions)	Total Loans Held For Investment		Allowance		Net Loans Held For Investment		Total Loans Held For Investment		Allowance		Net Loans Held For Investment
Credit Card	$	78,310	$	3,349	$	74,961	$	91,755	$	3,979	$	87,776
Consumer Banking		72,218		702		71,516		75,127		711		74,416
Commercial Banking		40,805		338		40,467		38,820		433		38,387
Other		179		18		161		187		33		154
Total	$	191,512	$	4,407	$	187,105	$	205,889	$	5,156	$	200,733

Period-end loans held for investment decreased by $14.4 billion, or 7%, in the first six months of 2013, to $191.5 billion as of June 30, 2013, from $205.9 billion as of December 31, 2012. The decrease was due in part to the transfer of the Best Buy loan portfolio of approximately $7 billion to the held-for-sale category in the first quarter of 2013. Excluding the transfer of the Best Buy loan portfolio to held for sale, period-end loans held for investment decreased due to the continued expected run-off of home loans in our Consumer Banking business, certain other credit card loans acquired in the 2012 U.S. card acquisition, and installment loans in our Credit Card business. The pay downs and run-off of card balances were partially offset by increased purchased volume in our Credit Card business, higher period-end auto balances due to the continued high volume of auto loan originations and strong loan originations in our commercial and industrial and commercial real estate loan portfolios.

We provide additional information on the composition of our loan portfolio and credit quality below in “Credit Risk Profile” and in “Note 4—Loans.”

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Loans Held for Sale

Loans held for sale, which are carried at lower of cost or fair value, increased to $6.2 billion as of June 30, 2013, from $201 million as of December 31, 2012. The increase was primarily due to the transfer of the Best Buy loan portfolio to held for sale from held for investment in the first quarter of 2013. At the time of the transfer, the portfolio had loan balances of approximately $7 billion. The Best Buy loan portfolio had outstanding loan balances of $6.1 billion as of June 30, 2013.

Customer Deposits

Our customer deposits have become our largest source of funding for our operations and asset growth, providing a sizable and consistent source of low-cost funds. Total customer deposits decreased by $2.6 billion to $209.9 billion as of June 30, 2013, from $212.5 billion as of December 31, 2012, reflecting our disciplined pricing and scaling back of deposit growth in the current environment of relatively low overall loan growth. We provide information on the composition of our deposits, average outstanding balances, interest expense and yield below in “Liquidity Risk Profile.”

Securitized Debt Obligations

Borrowings due to securitization investors decreased by $567 million during the first six months of 2013 to $10.8 billion as of June 30, 2013, from $11.4 billion as of December 31, 2012. The decrease primarily reflected planned reductions of the long-term debt in our credit card securitization trusts. These reductions were partially offset by the execution of $1.5 billion of credit card securitization transactions during the six months ended June 30, 2013. On February 1, 2013, Capital One Multi-Asset Execution Trust issued $750 million of 3-year fixed-rate notes from our credit card securitization trust. On May 14, 2013, Capital One Multi-Asset Execution Trust issued $700 million of 3-year floating rate notes from our credit card securitization trust.

Other Debt

Other debt, which consists of federal funds purchased and securities loaned or sold under agreements to repurchase, senior and subordinated notes and other borrowings, including junior subordinated debt and Federal Home Loan Bank (“FHLB”) advances, but excluding securitized debt obligations, totaled $25.4 billion as of June 30, 2013, of which $12.0 billion represented short-term borrowings and $13.4 billion represented long-term debt. Other debt decreased by $13.1 billion in the second quarter of 2013 from a total $38.5 billion as of December 31, 2012, of which $21.1 billion represented short-term borrowings and $17.4 billion represented long-term borrowings.

In the first quarter of 2013, we exchanged $1.2 billion of outstanding 8.80% subordinated notes due 2019. The transaction involved offering current holders market value plus an exchange premium for these outstanding notes, which consideration was paid through a combination of $1.4 billion of new 3.375% subordinated notes due 2023 and cash of $209 million. In the second quarter, we exchanged $763 million of outstanding 6.75% senior notes due 2017. The transaction involved offering current holders market value plus an exchange premium for these outstanding notes, which consideration was paid through a combination of $839 million of new 3.5% senior notes due 2023 and cash of $88 million. Both exchanges were accounted for as a modification of debt.

In addition, other debt decreased as a result of our redemption of $3.65 billion of our junior subordinated debt on January 2, 2013 in connection with our redemption of our outstanding trust preferred securities. This decrease was partially offset by the issuance of $850 million unsecured senior bank notes in the first quarter of 2013. The remaining decrease was due to the maturities of FHLB advances of $35.7 billion, which was partially offset by $26.0 billion of new FHLB advances during the first six months of 2013. We provide additional information on our borrowings in “Note 8—Deposits and Borrowings.”

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Potential Mortgage Representation & Warranty Liabilities

We acquired three subsidiaries that originated residential mortgage loans and sold them to various purchasers, including purchasers who created securitization trusts. These subsidiaries are Capital One Home Loans, which was acquired in February 2005; GreenPoint Mortgage Funding, Inc. (“GreenPoint”), which was acquired in December 2006 as part of the North Fork acquisition; and CCB, which was acquired in February 2009 and subsequently merged into CONA.

We have established representation and warranty reserves for losses associated with the mortgage loans sold by each subsidiary that we consider to be both probable and reasonably estimable, including both litigation and non-litigation liabilities. These reserves are reported in our condensed consolidated balance sheets as a component of other liabilities. The aggregate reserves for all three subsidiaries totaled $1.2 billion as of June 30, 2013, compared with $899 million as of December 31, 2012, and $1.0 billion as of June 30, 2012.

The table below summarizes changes in our representation and warranty reserves in the second quarter and first six months of 2013 and 2012, and for full year 2012.

Table 14: Changes in Representation and Warranty Reserve

	Three Months Ended June 30,						Six Months Ended June 30,						Full Year 2012
(Dollars in millions)	2013			2012			2013			2012
Representation and warranty repurchase reserve, beginning of period(1)	$	994		$	1,101		$	899		$	943		$	943
Provision for mortgage representation and warranty losses(2)		183			180			280			349			349
Net realized losses		(21	)		(279	)		(23	)		(290	)		(393	)
Representation and warranty repurchase reserve, end of period(1)	$	1,156		$	1,002		$	1,156		$	1,002		$	899

⁽¹⁾ Reported in our consolidated balance sheets as a component of other liabilities.

⁽²⁾ The pre-tax portion of the provision for mortgage representation and warranty losses recognized in our condensed consolidated statements of income as a component of non-interest income was a benefit of $4 million and $14 million in the second quarter and first six months of 2013, respectively compared with a loss of $26 million and $42 million in the second quarter and first six months of 2012, respectively. The pre-tax portion of the provision for mortgage representation and warranty losses recognized in our consolidated statements of income as a component of discontinued operations totaled $187 million and $294 million in the second quarter and first six months of 2013, respectively and $154 million and $307 million in the second quarter and first six months of 2012, respectively.

As part of our business planning processes, we have considered various outcomes relating to the potential future representation and warranty liabilities of our subsidiaries that are possible but do not rise to the level of being both probable and reasonably estimable outcomes justifying an incremental accrual under applicable accounting standards. Our current best estimate of reasonably possible future losses from representation and warranty claims beyond what was in our reserve as of June 30, 2013, is approximately $2.5 billion, a decline from $2.7 billion as both March 31, 2013 and December 31, 2012. The estimate as of June 30, 2013 covers all reasonably possible losses relating to representation and warranty claim activity, including those relating to the US Bank Litigation, the DBSP Litigation, the Ambac Litigation, the LXS Trusts Litigation, and the FHLB of Boston Litigation.

We provide additional information related to the representation and warranty reserve, including factors that may impact the adequacy of the reserves and the ultimate amount of losses incurred by our subsidiaries, in “Note 14—Commitments, Contingencies and Guarantees.”

OFF-BALANCE SHEET ARRANGEMENTS AND VARIABLE INTEREST ENTITIES

In the ordinary course of business, we are involved in various types of arrangements with limited liability companies, partnerships or trusts that often involve special purpose entities and variable interest entities

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(“VIEs”). Some of these arrangements are not recorded on our consolidated balance sheets or may be recorded in amounts different from the full contract or notional amount of the arrangements, depending on the nature or structure of, and accounting required to be applied to, the arrangement. These arrangements may expose us to potential losses in excess of the amounts recorded in the consolidated balance sheets. Our involvement in these arrangements can take many forms, including securitization and servicing activities, the purchase or sale of mortgage-backed or other asset-backed securities in connection with our home loan portfolio and loans to VIEs that hold debt, equity, real estate or other assets.

Our continuing involvement in unconsolidated VIEs primarily consists of certain mortgage loan trusts and community reinvestment and development entities. The carrying amount of assets and liabilities of these unconsolidated VIEs was $3.0 billion and $441 million, respectively, as of June 30, 2013, and our maximum exposure to loss was $3.1 billion as of June 30, 2013. We provide a discussion of our activities related to these VIEs in “Note 6—Variable Interest Entities and Securitizations.”

CAPITAL MANAGEMENT

The level and composition of our equity capital are determined by multiple factors, including our consolidated regulatory capital requirements and an internal risk-based capital assessment, and may also be influenced by rating agency guidelines, subsidiary capital requirements, the business environment, conditions in the financial markets and assessments of potential future losses due to adverse changes in our business and market environments.

Capital Standards and Prompt Corrective Action

Bank holding companies and national banks are subject to capital adequacy standards adopted by the Federal Reserve and the Office of the Comptroller of the Currency (“OCC”), respectively. The capital adequacy standards set forth minimum risk-based and leverage capital requirements that are based on quantitative and qualitative measures of assets and off-balance sheet items. Under the capital adequacy standards, bank holding companies and banks currently are required to maintain a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4%, and a Tier 1 leverage capital ratio of at least 4% in order to be considered adequately capitalized.

National banks also are subject to prompt corrective action capital regulations. Under prompt corrective action regulations, a bank is considered to be well capitalized if it maintains a Tier 1 risk-based capital ratio of at least 6% (200 basis points higher than the above minimum capital standard), a total risk-based capital ratio of at least 10% (200 basis points higher than the above minimum capital standard), a Tier 1 leverage capital ratio of at least 5% and is not subject to any supervisory agreement, order or directive to meet and maintain a specific capital level for any capital measure. A bank is considered to be adequately capitalized if it meets the above minimum capital ratios and does not otherwise meet the well capitalized definition. Currently, prompt corrective action capital requirements do not apply to bank holding companies. We also disclose a Tier 1 common ratio for our bank holding company, which is a regulatory capital measure widely used by investors, analysts, rating agencies and bank regulatory agencies to assess the capital position of financial services companies. While there is currently no mandated minimum or “well capitalized” standard for the Tier 1 Common ratio, the Federal Reserve, the OCC, and the FDIC recently finalized a new capital framework that implements the Basel III capital accord developed by the Basel Committee on Banking Supervision (“Basel Committee”) and updates the prompt corrective action capital requirements. The new capital framework establishes a new minimum common equity Tier 1 capital ratio that will be phased-in starting in 2014 for banks subject to the Basel II Advanced Approaches of the Basel Committee (“Advanced Approaches”) and new capital standards under the prompt corrective action capital requirements effective 2015. See “Supervision and Regulation” for more information. In addition, we disclose a non-GAAP TCE ratio in “Summary of Selected Financial Data.” While the Tier 1 common and TCE ratios are capital measures 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. We provide information on the calculation of these ratios in “Supplemental Tables-Table A: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I.”

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Table 15 provides a comparison of our capital ratios under the Federal Reserve’s capital adequacy standards and the capital ratios of the Banks under the OCC’s capital adequacy standards as of June 30, 2013 and December 31, 2012.

Table 15: Capital Ratios Under Basel I⁽¹⁾

	June 30, 2013									December 31, 2012
(Dollars in millions)	Capital Ratio			Minimum Capital Adequacy			Well Capitalized			Capital Ratio			Minimum Capital Adequacy			Well Capitalized
Capital One Financial Corp:
Tier 1 common(2)		12.06	%		N/A			N/A			10.96	%		N/A			N/A
Tier 1 risk-based capital(3)		12.45			4.00	%		6.00	%		11.34			4.00	%		6.00	%
Total risk-based capital(4)		14.67			8.00			10.00			13.56			8.00			10.00
Tier 1 leverage(5)		9.69			4.00			N/A			8.66			4.00			N/A
Capital One Bank (USA) N.A. (“COBNA”):
Tier 1 risk-based capital(3)		12.06	%		4.00	%		6.00	%		11.32	%		4.00	%		6.00	%
Total risk-based capital(4)		15.57			8.00			10.00			14.74			8.00			10.00
Tier 1 leverage(5)		10.40			4.00			5.00			10.43			4.00			5.00
Capital One, N.A. (“CONA”):
Tier 1 risk-based capital(3)		13.00	%		4.00	%		6.00	%		13.59	%		4.00	%		6.00	%
Total risk-based capital(4)		14.10			8.00			10.00			14.85			8.00			10.00
Tier 1 leverage(5)		9.03			4.00			5.00			9.15			4.00			5.00

⁽¹⁾ Calculated under capital standards and regulations based on the international capital framework commonly known as Basel I. Capital ratios that are not applicable are denoted by “N/A.”

⁽²⁾ Tier 1 common ratio is a regulatory capital measure calculated based on Tier 1 common capital divided by risk-weighted assets.

⁽³⁾ Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.

⁽⁴⁾ Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets.

⁽⁵⁾ Tier 1 leverage ratio is calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.

Our Tier 1 common ratio, as calculated under Basel I, increased to 12.06% as of June 30, 2013, up from 10.96% as of December 31, 2012. The increase in our Tier 1 common ratio reflected strong internal capital generation from earnings. We exceeded minimum capital requirements and would meet the “well capitalized” ratio levels specified under prompt corrective action for Tier 1 risk-based capital, total risk-based capital and Tier 1 leverage under Federal Reserve capital standards for bank holding companies as of June 30, 2013 and December 31, 2012. The Banks also exceeded minimum regulatory requirements under the OCC’s applicable capital adequacy guidelines and were “well capitalized” under prompt corrective action requirements as of June 30, 2013 and December 31, 2012.

Recent Developments in Capital Requirements

The Federal Reserve, the OCC, and the FDIC recently finalized a rule implementing the Basel III capital framework developed by the Basel Committee as well as certain Dodd-Frank Act capital provisions (the “Final Rule”). The Final Rule increases the minimum capital that we and other institutions are required to hold. See “Supervision and Regulation” for more information.

Prior to being revised in the Final Rule, the minimum risk-based capital requirements adopted by the U.S. federal banking agencies followed Basel I as noted in Table 15 above and the Advanced Approaches. Currently, we are subject to Basel I and the Advanced Approaches and are in the Advanced Approaches qualification process. Under the Final Rule, when we complete parallel run for the Advanced Approaches, our minimum risk-based capital requirement will be the greater requirement of Basel I or the Advanced Approaches, both as modified under the Final Rule (“Modified Basel I” and “Modified Advanced Approaches,” respectively). See “Supervision and Regulation-Basel II” in our 2012 Annual Report on Form 10-K for additional information. We anticipate that we will need to hold more regulatory capital under the Modified Advanced Approaches than under Modified Basel I to maintain our required risk-based capital ratio.

We estimate that we exceeded an assumed Modified Advanced Approaches common equity Tier 1 capital ratio internal target of 8% in the second quarter. Our estimated capital trajectory includes the estimated impact of

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implementing the Modified Advanced Approaches to calculate regulatory capital, which we expect will apply to us in 2016 or later. The assumed 8% ratio target assumes a buffer of 50 basis points for a systemically important financial institution under applicable rules and regulations and a further buffer of 50 basis points to cover potential volatility in both the numerator and denominator of the ratio. Our actual operating levels for capital will vary over time depending on our outlook for near-to-medium term growth, our view of where we are in the economic cycle and our resilience under ongoing stress-testing processes. Our common equity Tier 1 capital and risk-weighted assets under the Modified Advanced Approaches rules are estimated based on our current interpretation, expectations and understanding of the Modified Advanced Approaches rules and other capital regulations issued by U.S. regulators and the application of such rules to our businesses as currently conducted. We are in the early phases of developing, validating and deploying the models, processes and controls necessary to measure capital under the Modified Advanced Approaches rules. Further, Basel III calculations are necessarily subject to change based on, among other things, further changes to the Final Rules and other regulations, other implementation guidance, changes in our businesses and certain actions of management, including those affecting the composition of our balance sheet. Accordingly, our Basel III capital estimates are likely to continue to evolve until these uncertainties lessen.

Capital Planning and Regulatory Stress Testing

In November 2011, the Federal Reserve finalized capital planning rules applicable to large bank holding companies like us (commonly referred to as Comprehensive Capital Analysis and Review or CCAR). Under the rules, bank holding companies with consolidated assets of $50 billion or more must submit capital plans to the Federal Reserve on an annual basis and must obtain approval from the Federal Reserve before making most capital distributions. The purpose of the rules is to ensure that large bank holding companies have robust, forward-looking capital planning processes that account for their unique risks and capital needs to continue operations through times of economic and financial stress. In January 2013 we submitted our capital plan to the Federal Reserve as part of the 2013 CCAR. On March 14, 2013, we were informed by the Federal Reserve that it had completed its review under the CCAR process and that it did not object to our proposed capital distribution plans submitted pursuant to CCAR, which included an increase in the quarterly dividend on our common stock. On May 2, 2013, our Board of Directors approved an increase in our quarterly common stock dividend per share from $0.05 per share to $0.30 per share, payable May 23, 2013 to stockholders of record as of May 13, 2013.

On July 2, 2013, we announced that our Board of Directors authorized the repurchase of up to $1 billion of shares of our common stock, subject to the closing of the previously announced sale of our Best Buy loan portfolio. The Federal Reserve informed us that, contingent on the closing of the sale of the Best Buy loan portfolio, we may repurchase the shares through March 31, 2014. We expect the sale of the Best Buy loan portfolio to be completed in the third quarter of 2013. The timing and exact amount of any common stock share repurchases will depend on various factors, including the closing of the sale of the Best Buy loan portfolio, market conditions, our capital position, and internal capital generation. Our share repurchase program does not include specific price targets, may be executed through open market purchases or privately negotiated transactions, including utilizing Rule 10b5-1 programs, and may be suspended at any time.

On July 3, 2013, we submitted to the Federal Reserve our results of the company-run, mid-year stress tests required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Similar to the annual-company-run tests, we are required to publicly disclose quantitative and qualitative information about our results under the severely adverse scenario. Results from the company-run, mid-year stress tests are to be disclosed between September 15 and September 30, 2013.

Dividends

On July 25, 2013, our Board of Directors declared a quarterly common stock dividend per share of $0.30 per share, payable on August 15, 2013 to stockholders of record as of August 5, 2013. The Board of Directors also declared a quarterly dividend on the outstanding shares of the Series B Preferred Stock. Each outstanding share

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of the Series B Preferred Stock is represented by depository shares, each representing a 1/40th interest in a share of Series B Preferred Stock. The dividend of $15.00 per share (equivalent to $0.375 per outstanding depository share) will be paid on September 3, 2013 to stockholders of record at the close of business on August 16, 2013.

The declaration and payment of dividends to our stockholders, as well as the amount thereof, are subject to the discretion of our Board of Directors and depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects and other factors deemed relevant by the Board of Directors. As a bank holding company, our ability to pay dividends is largely dependent upon the receipt of dividends or other payments from our subsidiaries. Funds available for dividend payments from COBNA and CONA were $2.5 billion and $314 million, respectively, as of June 30, 2013. There can be no assurance that we will declare and pay any dividends. For additional information on dividends, see “Item 1. Business—Supervision and Regulation—Dividends, Stock Purchases and Transfer of Funds” in our 2012 Form 10-K.

RISK MANAGEMENT

Overview

Risk management is a critical part of our business model, as all financial institutions are exposed to a variety of risks that can significantly affect their financial performance. In May 2013, we created a Board level Risk Committee that is separate from the Audit Committee to assist the Board in fulfilling its oversight responsibilities related to risk management. The Risk Committee receives management reports from the Chief Risk Officer or his designee related to the Corporation’s enterprise-wide risk management framework, including policies and practices by management to identify, assess, measure and manage key risks facing the Corporation across all of the Corporation’s eight major categories of risk: credit risk, liquidity risk, market risk, compliance risk, operational risk, legal risk, reputation risk and strategic risk. Our risk management framework is intended to identify, assess and mitigate risks that affect or have the potential to affect our business. We target financial returns that compensate us for the amount of risk that we take and avoid excessive risk-taking.

We use a risk management framework to manage risk. This framework applies at all levels, from the development of the Enterprise Risk Management Program itself to the tactical operations of the front-line business team. We have recently enhanced our risk management framework to more fully embody our “Three Lines of Defense” model and more fully capture the expectations of strong risk management. Our risk management framework consists of the following eight key elements:

• Establish governance processes, accountabilities, and risk appetites

• Identify and assess risks and ownership

• Develop and operate controls, monitoring and mitigation plans

• Test and detect control gaps and perform corrective action

• Escalate key risks and gaps to Executive Management, and when appropriate the Board of Directors

• Calculate and allocate capital in alignment with risk management and measurement processes (including stress testing)

• Support with the right culture, talent and skills

• Enabled by the right data, infrastructure and programs

We provide additional discussion of our risk management principles, roles and responsibilities, framework and risk appetite under “MD&A—Risk Management” in our 2012 Form 10-K. While we have enhanced our framework, our guiding principles, roles and responsibilities have remained consistent.

CREDIT RISK PROFILE

Our loan portfolio accounts for the substantial majority of our credit risk exposure. Below we provide information about the composition of our loan portfolio, key concentrations and credit performance metrics.

We also engage in certain non-lending activities that may give rise to credit and counterparty settlement risk, including the purchase of securities for our investment securities portfolio, entering into derivative transactions to manage our market risk exposure and to accommodate customers, foreign exchange transactions and deposit

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overdrafts. We provide additional information on credit risk related to our investment securities portfolio under “Consolidated Balance Sheet Analysis—Investment Securities” and credit risk related to derivative transactions in “Note 9—Derivative Instruments and Hedging Activities.”

Loan Portfolio Composition

We provide a variety of lending products. Our primary products include credit cards, auto loans, home loans and commercial loans. For information on our lending policies and procedures, including our underwriting criteria, for our primary loan products, please refer to the “MD&A—Credit Risk Profile” section in our 2012 Form 10-K.

Total loans that we manage consist of held for investment loans recorded on our balance sheet and loans held in our securitization trusts. Loans underlying our securitization trusts are reported on our consolidated balance sheets under restricted loans for securitization investors. Table 16 presents the composition of our total loan portfolio, by business segments, as of June 30, 2013 and December 31, 2012. Table 16 also displays acquired loans accounted for based on estimated cash flows expected to be collected, which consists of a limited portion of the credit card loans acquired in the 2012 U.S. card acquisition and the substantial majority of consumer and commercial loans acquired in the ING Direct and CCB acquisitions. For additional information on the accounting for acquired loans, see “MD&A—Credit Risk Profile—Loan Portfolio Composition—Loans Acquired” and “Note 1—Summary of Significant Accounting Policies—Loan” in our 2012 Form 10-K. Table 16 and the credit metrics presented in this section exclude loans held for sale, which are carried at lower of cost or fair value and totaled $6.2 billion and $201 million as of June 30, 2013 and December 31, 2012, respectively.

Table 16: Loan Portfolio Composition⁽¹⁾

	June 30, 2013									December 31, 2012
(Dollars in millions)	Loans		Acquired Loans(2)		Total(3)		% of Total			Loans		Acquired Loans(2)		Total(3)		% of Total
Credit Card business:
Credit card loans:
Domestic credit card loans	$	69,901	$	85	$	69,986		36.5	%	$	82,058	$	270	$	82,328		40.0	%
International credit card loans		7,820		0		7,820		4.1			8,614		0		8,614		4.2
Total credit card loans		77,721		85		77,806		40.6			90,672		270		90,942		44.2
Installment loans:
Domestic installment loans		500		4		504		0.3			795		18		813		0.4
Total credit card		78,221		89		78,310		40.9			91,467		288		91,755		44.6
Consumer Banking business:
Auto		29,360		9		29,369		15.3			27,106		17		27,123		13.2
Home loan		7,367		31,796		39,163		20.4			7,697		36,403		44,100		21.4
Other retail		3,648		38		3,686		1.9			3,870		34		3,904		1.9
Total consumer banking		40,375		31,843		72,218		37.6			38,673		36,454		75,127		36.5
Commercial Banking business:(4)
Commercial and multifamily real estate		18,465		105		18,570		9.7			17,605		127		17,732		8.6
Commercial and industrial		20,969		201		21,170		11.1			19,660		232		19,892		9.7
Total commercial lending		39,434		306		39,740		20.8			37,265		359		37,624		18.3
Small-ticket commercial real estate.		1,065		0		1,065		0.6			1,196		0		1,196		0.5
Total commercial banking		40,499		306		40,805		21.4			38,461		359		38,820		18.8
Other:
Other loans		142		37		179		0.1			154		33		187		0.1
Total loans held for investment	$	159,237	$	32,275	$	191,512		100.0	%	$	168,755	$	37,134	$	205,889		100.0	%

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⁽¹⁾  Excludes loans held for sale of $6.2 billion and $201 million as of June 30, 2013 and December 31, 2012, respectively.

⁽²⁾  Consists of acquired loans accounted for based on estimated cash flows expected to be collected. See “Note 1—Summary of Significant Accounting Policies” in our 2012 Form 10-K and “Note 4—Loans” in this Report for additional information.

⁽³⁾  We had a net unamortized premium on purchased loans of $334 million and $461 million as of June 30, 2013 and December 31, 2012, respectively.

⁽⁴⁾  Includes construction loans and land development loans totaling $2.2 billion as of June 30, 2013 and $2.1 billion as of December 31, 2012.

Credit Risk Measurement

We closely monitor economic conditions and loan performance trends to assess and manage our exposure to credit risk. Key metrics we track in evaluating the credit quality of our loan portfolio include delinquency and nonperforming asset rates, as well as charge-off rates and our internal risk ratings of larger balance commercial loans. Trends in delinquency rates are a primary indicator of credit risk within our consumer loan portfolios, as changes in delinquency rate provide an early warning of changes in credit losses. The primary indicator of credit risk in our commercial loan portfolios is risk ratings. Because we generally classify loans that have been delinquent for an extended period of time and other loans with significant risk of loss as nonperforming, the level of nonperforming assets represents another indicator of the potential for future credit losses. In addition to delinquency rates, the geographic distribution of our loans provides insight as to the credit quality of the portfolio based on regional economic conditions.

We use borrower credit scores in underwriting for most consumer loans. We do not use credit scores as a primary indicator of credit quality because product differences, loan structure, and other factors drive large differences in credit quality for a given credit score. We continuously adjust our management of credit lines and collection strategies based on customer behavior and risk profile changes.

As noted above, our Credit Card business accounted for $78.3 billion, or 41%, of our total loan portfolio as of June 30, 2013, with Domestic Card accounting for $70.5 billion, or 37%, of our total loan portfolio as of June 30, 2013. In comparison, our Credit Card business accounted for $91.8 billion, or 45%, of our total loan portfolio as of December 31, 2012, with Domestic Card accounting for $83.1 billion, or 40%, of our total loan portfolio as of December 31, 2012. Based on our most recent data, we estimate that approximately one-third of our Domestic Card portfolio had credit scores less than 660 or no score, based on loan balances, as of June 30, 2013, relatively consistent with the proportion of the Domestic Card portfolio with credit scores below 660 or no score as of December 31, 2012. For loans related to the 2012 U.S. card acquisition and certain other partnerships, data is obtained on a lagged basis.

We present information in the section below on the credit performance of our loan portfolio, including the key metrics we use in tracking changes in the credit quality of our loan portfolio. Loans acquired as part of the CCB, ING Direct and 2012 U.S. card acquisitions are included in the denominator used in calculating the credit quality metrics presented below. Because some of these loans are accounted for based on expected cash flows to be collected, which takes into consideration future credit losses expected to be incurred, 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.

See “Note 4—Loans” in this Report for additional credit quality information. See “Note 1—Summary of Significant Accounting Policies” in our 2012 Form 10-K for information on our accounting policies for delinquent, nonperforming loans, charge-offs and troubled debt restructurings (“TDRs”) for each of our loan categories.

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Delinquency Rates

We consider the entire balance of an account to be delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Table 17 compares 30+ day performing and total 30+ day delinquency rates, by loan category, as of June 30, 2013 and December 31, 2012. Table 17 also presents 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.

Our 30+ day delinquency metrics include all held for investment loans that are 30 or more days past due, whereas our 30+ day performing delinquency metrics include loans that are 30 or more days past due and that are also currently classified as performing and accruing interest. The 30+ day delinquency and 30+ day performing delinquency metrics are generally the same for credit card loans, as we continue to classify the substantial majority of credit card loans as performing until the account is charged-off, typically when the account is 180 days past due. See “Note 1—Summary of Significant Accounting Policies—Loans” in our 2012 Form 10-K for information on our policies for classifying loans as nonperforming for each of our loan categories.

Table 17: 30+ Days Delinquencies

	June 30, 2013																December 31, 2012
	30+ Day Performing								30+ Day Total								30+ Day Performing								30+ Day Total
(Dollars in millions)	Amount		Rate(1)			Adjusted Rate(2)			Amount		Rate(1)			Adjusted Rate(2)			Amount		Rate(1)			Adjusted Rate(2)			Amount		Rate(1)			Adjusted Rate(2)
Credit Card business:
Domestic credit card and installment loans	$	2,148		3.05	%		3.05	%	$	2,148		3.05	%		3.05	%	$	3,001		3.61	%		3.62	%	$	3,001		3.61	%		3.62	%
International credit card		301		3.84			3.84			375		4.79			4.79			308		3.58			3.58			387		4.49			4.49
Total credit card		2,449		3.13			3.13			2,523		3.22			3.23			3,309		3.61			3.62			3,388		3.69			3.70
Consumer Banking business:
Automobile		1,770		6.03			6.03			1,899		6.46			6.47			1,900		7.00			7.01			2,049		7.55			7.56
Home loan		46		0.12			0.63			327		0.84			4.44			59		0.13			0.77			380		0.86			4.94
Retail banking		25		0.68			0.68			49		1.34			1.35			30		0.76			0.77			81		2.07			2.09
Total consumer banking		1,841		2.55			4.56			2,275		3.15			5.63			1,989		2.65			5.14			2,510		3.34			6.49
Commercial Banking business:
Commercial and multifamily real estate		129		0.69			0.70			205		1.10			1.11			140		0.79			0.79			248		1.40			1.41
Commercial and industrial		65		0.31			0.31			139		0.66			0.66			73		0.37			0.37			135		0.68			0.69
Total commercial lending		194		0.49			0.49			344		0.87			0.87			213		0.57			0.57			383		1.02			1.03
Small-ticket commercial real estate		9		0.88			0.88			19		1.79			1.79			33		2.74			2.74			43		3.60			3.60
Total commercial banking		203		0.50			0.50			363		0.89			0.90			246		0.63			0.64			426		1.10			1.11
Other:
Other loans		6		3.40			4.27			28		15.47			19.43			11		5.72			6.95			36		19.25			23.38
Total	$	4,499		2.35	%		2.83	%	$	5,189		2.71	%		3.26	%	$	5,555		2.70	%		3.29	%	$	6,360		3.09	%		3.77	%

⁽¹⁾  Calculated by loan category by dividing 30+ day delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category, including acquired loans as applicable.

⁽²⁾  Calculated by excluding acquired loans accounted for based on estimated cash flows expected to be collected from the denominator.

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Table 18 presents an aging of 30+ days delinquent loans included in the above table.

Table 18: Aging and Geography of 30+ Days Delinquent Loans

	June 30, 2013					December 31, 2012
(Dollars in millions)	Amount		% of Total Loans(1)			Amount		% of Total Loans(1)
Total loan portfolio	$	191,512		100.0	%	$	205,889		100.0	%
Delinquency status:
30 – 59 days	$	2,331		1.22	%	$	2,664		1.29	%
60 – 89 days		1,155		0.60			1,440		0.70
90 + days		1,703		0.89			2,256		1.10
Total	$	5,189		2.71	%	$	6,360		3.09	%
Geographic region:
Domestic	$	4,814		2.51	%	$	5,973		2.90	%
International		375		0.20			387		0.19
Total	$	5,189		2.71	%	$	6,360		3.09	%

⁽¹⁾  Calculated by dividing loans in each delinquency status category or geographic region as of the end of the period by the total held-for- investment loan portfolio, including acquired loans.

Table 19 summarizes loans that were 90 days or more past due as to interest or principal and still accruing interest as of June 30, 2013 and December 31, 2012. These loans consist primarily of credit card accounts between 90 days and 179 days past due. As permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council (“FFIEC”), we generally continue to accrue interest and fees on domestic credit card loans through the date of charge-off, which is typically in the period the account becomes 180 days past due. While domestic credit card loans typically remain on accrual status until the loan is charged-off, we reduce the balance of our credit card receivables by the amount of finance charges and fees billed but not expected to be collected and exclude this amount from revenue.

Table 19: 90+ Days Delinquent Loans Accruing Interest

	June 30, 2013					December 31, 2012
(Dollars in millions)	Amount		% of Total Loans			Amount		% of Total Loans
Loan category:(1)
Credit card	$	1,086		1.39	%	$	1,510		1.65	%
Consumer		1		0.00			1		0.00
Commercial		20		0.05			16		0.04
Total	$	1,107		0.58	%	$	1,527		0.74	%
Geographic region:(2)
Domestic	$	1,014		0.53	%	$	1,427		0.69	%
International		93		0.05			100		0.05
Total	$	1,107		0.58	%	$	1,527		0.74	%

⁽¹⁾  Delinquency rates are calculated by loan category by dividing 90+ day delinquent loans accruing interest as of the end of the period by period-end loans held for investment for the specified loan category, including acquired loans as applicable.

⁽²⁾  Calculated by dividing loans in each geographic region as of the end of the period by the total loan portfolio.

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Nonperforming Assets

Nonperforming assets consist of nonperforming loans and foreclosed property and repossessed assets. Nonperforming loans generally include loans that have been placed on nonaccrual status and certain restructured loans whose contractual terms have been restructured in a manner that grants a concession to a borrower experiencing financial difficulty. We separately track and report acquired loans accounted for based on expected cash flows and disclose our delinquency and nonperforming loan rates with and without acquired loans. See “Note 1—Summary of Significant Accounting Policies—Loans” in our 2012 Form 10-K for information on our policies for classifying loans as nonperforming for each of our loan categories.

Table 20 presents comparative information on nonperforming loans, by loan category, as of June 30, 2013 and December 31, 2012, and the ratio of nonperforming loans to our total loans. We do not classify loans held for sale as nonperforming, as they are recorded at the lower of cost or fair value.

Table 20: Nonperforming Loans and Other Nonperforming Assets⁽¹⁾⁽²⁾

	June 30, 2013(3)					December 31, 2012
(Dollars in millions)	Amount		% of Total HFI Loans			Amount		% of Total HFI Loans
Nonperforming loans held for investment:
Credit card business:
International credit card	$	94		1.20	%	$	100		1.16	%
Total credit card		94		0.12			100		0.11
Consumer Banking business:
Auto		128		0.44			149		0.55
Home loan		398		1.02			422		0.96
Retail banking		40		1.10			71		1.82
Total consumer banking		566		0.78			642		0.85
Commercial Banking business:
Commercial and multifamily real estate		96		0.52			137		0.77
Commercial and industrial		136		0.64			133		0.67
Total commercial lending		232		0.58			270		0.72
Small-ticket commercial real estate		12		1.10			12		0.97
Total commercial banking		244		0.60			282		0.73
Other:
Other loans		26		14.46			30		15.85
Total nonperforming loans held for investment(4)	$	930		0.49	%	$	1,054		0.51	%
Other nonperforming assets:
Foreclosed property(5)	$	165		0.09	%	$	204		0.10	%
Repossessed assets		18		0.01			22		0.01
Total other nonperforming assets		183		0.10			226		0.11
Total nonperforming assets	$	1,113		0.58	%	$	1,280		0.62	%

⁽¹⁾  The ratio of nonperforming loans as a percentage of total loans held for investment is calculated based on the nonperforming loans in each loan category divided by the total outstanding unpaid principal balance of loans held for investment in each loan category. The denominator used in calculating the nonperforming asset ratios consists of total loans held for investment and other nonperforming assets.

⁽²⁾  The nonperforming loan ratio, excluding acquired loans from the denominator, for home loan, total consumer banking, and total nonperforming loans held for investment was 5.40%, 1.40%, and 0.58%, respectively, as of June 30, 2013, compared with 5.48%, 1.66%, and 0.62%, respectively, as of December 31, 2012. The nonperforming asset ratio, excluding acquired loans from the denominator, was 0.70% and 0.76% as of June 30, 2013 and December 31, 2012, respectively.

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⁽³⁾  We recognized interest income for loans classified as nonperforming of $17 million and $16 million in the first six months of 2013 and 2012, respectively. Interest income foregone related to nonperforming loans was $34 million and $29 million in the first six months of 2013 and 2012, respectively. Foregone interest income represents the amount of interest income that would have been recorded during the period for nonperforming loans as of the end of the period had the loans performed according to their contractual terms.

⁽⁴⁾  Nonperforming loans as a percentage of loans held for investment, excluding credit card loans from the denominator, was 0.82% and 0.92% as of June 30, 2013 and December 31, 2012, respectively.

⁽⁵⁾  Includes foreclosed properties related to acquired loans of $129 million and $167 million as of June 30, 2013 and December 31, 2012, respectively.

Net Charge-Offs

Net charge-offs consist of the unpaid principal balance of loans held for investment that we determine are uncollectible, net of recovered amounts. We exclude accrued and unpaid finance charges and fees and fraud losses from charge-offs. Costs incurred to recover charged-off loans are recorded as collection expense and included in our consolidated statements of income as a component of other non-interest expense. Our charge-off time frame for loans varies based on the loan type. See “Note 1—Summary of Significant Accounting Policies—Loans” in our 2012 Form 10-K for information on our charge-off policy for each of our loan categories.

Table 21 presents our net charge-off amounts and rates, by business segment, in the second quarter and first six months of 2013 and 2012. We provide information on charge-off amounts by loan category below in Table 23.

Table 21: Net Charge-Offs

	Three Months Ended June 30,
	2013								2012
(Dollars in millions)	Amount		Rate(1)			Adjusted Rate(2)			Amount		Rate(1)			Adjusted Rate(2)
Credit Card business:
Domestic credit card and installment loans	$	749		4.28	%		4.29	%	$	510		2.86	%		2.87	%
International credit card		101		5.08			5.08			112		5.49			5.49
Total credit card		850		4.36			4.37			622		3.13			3.14
Consumer Banking business:
Automobile		92		1.28			1.28			68		1.11			1.11
Home loan		4		0.03			0.16			12		0.09			0.60
Retail banking		14		1.50			1.52			13		1.27			1.29
Total consumer banking		110		0.60			1.08			93		0.48			1.02
Commercial Banking business:
Commercial and multifamily real estate		1		0.04			0.04			7		0.18			0.18
Commercial and industrial		2		0.03			0.03			5		0.10			0.10
Total commercial lending		3		0.03			0.03			12		0.14			0.14
Small-ticket commercial real estate		1		0.45			0.45			5		1.46			1.46
Total commercial banking		4		0.04			0.04			17		0.19			0.19
Other:
Other loans		5		13.10			16.65			6		18.04			18.04
Total	$	969		2.03	%		2.46	%	$	738		1.53	%		1.96	%
Average loans held for investment	$	190,562							$	192,632
Average loans held for investment (excluding acquired loans)		157,418								150,450

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	Six Months Ended June 30,
	2013								2012
(Dollars in millions)	Amount		Rate(1)			Adjusted Rate(2)			Amount		Rate(1)			Adjusted Rate(2)
Credit Card business:
Domestic credit card and installment loans	$	1,576		4.36	%		4.37	%	$	1,041		3.32	%		3.33	%
International credit card		196		4.83			4.83			227		5.51			5.51
Total credit card		1,772		4.41			4.41			1,268		3.57			3.58
Consumer Banking business:
Automobile		214		1.52			1.52			147		1.25			1.26
Home loan		8		0.04			0.19			27		0.13			0.71
Retail banking		31		1.68			1.69			27		1.33			1.34
Total consumer banking		253		0.69			1.27			201		0.60			1.15
Commercial Banking business:
Commercial and multifamily real estate		2		0.03			0.03			11		0.14			0.14
Commercial and industrial		4		0.04			0.04			1		0.02			0.02
Total commercial lending		6		0.03			0.03			12		0.07			0.07
Small-ticket commercial real estate		5		0.94			0.94			21		2.90			2.90
Total commercial banking		11		0.06			0.06			33		0.19			0.19
Other:
Other loans		12		13.83			17.58			16		20.97			20.97
Total	$	2,048		2.12	%		2.58	%	$	1,518		1.76	%		2.17	%
Average loans held for investment	$	193,265							$	172,767
Average loans held for investment (excluding acquired loans)		158,840								140,142

⁽¹⁾  Calculated for each loan category by dividing annualized net charge-offs for the period by average loans held for investment during the period.

⁽²⁾  Calculated by excluding acquired loans accounted for based on estimated cash flows expected to be collected from the denominator.

Loan Modifications and Restructurings

As part of our customer retention efforts, we may modify loans for certain borrowers who have demonstrated performance under the previous terms. As part of our loss mitigation efforts, we may make loan modifications to a borrower experiencing financial difficulty that are intended to minimize our economic loss and avoid the need for foreclosure or repossession of collateral. We may provide short-term (three to twelve months) or long-term (greater than twelve months) modifications to improve the long-term collectability of the loan. Our most common types of modifications include a reduction in the borrower’s monthly or quarterly principal and interest payment through an extension of the loan term, a reduction in the interest rate, or a combination of both. These modifications may result in our receiving the full amount due, or certain installments due, under the loan over a period of time that is longer than the period of time originally provided for under the terms of the loan. In limited cases, we may curtail the amount of principal owed by the borrower. Loan modifications in which a concession has been granted to a borrower experiencing financial difficulty are accounted for and reported as TDRs. We also classify loan modifications that involve a trial period as TDRs.

Table 22 presents the loan balances as of June 30, 2013 and December 31, 2012 with loan modifications made as part of our loss mitigation efforts, all of which are considered to be TDRs. Table 22 excludes loan modifications that do not meet the definition of a TDR and acquired loans accounted for based on expected cash flows, which we track and report separately.

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Table 22: Loan Modifications and Restructurings

	June 30, 2013					December 31, 2012
(Dollars in millions)	Amount		% of Total Modifications			Amount		% of Total Modifications
Modified and restructured loans:
Credit card(1)	$	799		47.3	%	$	873		48.7	%
Auto		326		19.3			328		18.3
Home loan		205		12.1			145		8.1
Retail banking		63		3.7			65		3.6
Commercial banking		297		17.6			383		21.3
Total	$	1,690		100.0	%	$	1,794		100.0	%
Status of modified and restructured loans:
Performing	$	1,212		71.7	%	$	1,419		79.1	%
Nonperforming		478		28.3			375		20.9
Total	$	1,690		100.0	%	$	1,794		100.0	%

⁽¹⁾  Amount reported reflects the total outstanding customer balance, which consists of unpaid principal balance, accrued interest and fees.

The vast majority of our credit card TDR loan modifications involve a reduction in the interest rate on the account and placing the customer on a fixed payment plan not exceeding 60 months. We determine the effective interest rate for purposes of measuring impairment on modified loans that involve a reduction and are considered to be a TDR based on the interest rate in effect immediately prior to the loan entering the modification program. In some cases, the interest rate on a credit card account is automatically increased due to non-payment, late payment or similar events. In all cases, we cancel the customer’s available line of credit on the credit card. If the customer does not comply with the modified payment terms, then the credit card loan agreement may revert to its original payment terms, with the amount of any loan outstanding reflected in the appropriate delinquency category. The loan amount may then be charged-off in accordance with our standard charge-off policy.

The majority of our modified home loans involve a combination of an interest rate reduction, term extension or principal reduction. The vast majority of modified commercial loans include a reduction in interest rate or a term extension.

We provide additional information on modified loans accounted for as TDRs, including the performance of those loans subsequent to modification, in “Note 4—Loans.”

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due from the borrower in accordance with the original contractual terms of the loan. Loans defined as individually impaired, based on applicable accounting guidance, include larger balance commercial nonperforming loans and TDR loans. We do not report nonperforming consumer loans that have not been modified in a TDR as individually impaired, as we collectively evaluate these smaller-balance homogenous loans for impairment in accordance with applicable accounting guidance. Loans held for sale are also not reported as impaired, as these loans are recorded at lower of cost or fair value. Impaired loans also exclude acquired loans accounted for based on expected cash flows because this accounting methodology takes into consideration future credit losses expected to be incurred, as discussed above under “Summary of Selected Financial Data.”

Impaired loans, including TDRs, totaled $1.9 billion as of June 30, 2013 and $2.0 billion as of December 31, 2012. TDRs accounted for $1.7 billion as of June 30, 2013 and $1.8 billion as of December 31, 2012 of impaired loans. We provide additional information on our impaired loans, including the allowance established for these loans, in “Note 4—Loans” and “Note 5—Allowance for Loan and Lease Losses.”

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Allowance for Loan and Lease Losses

Our allowance for loan and lease losses represents management’s best estimate of incurred loan and lease credit losses inherent in our held for investment portfolio as of each balance sheet date. We do not maintain an allowance for held for sale loans or acquired loans that are performing in accordance with or better than our expectations as of the date of acquisition, as the fair values of these loans already reflect a credit component. See “Note 1—Summary of Significant Accounting Policies—Allowance for Loan and Lease Losses” in our 2012 Form 10-K for information on the methodology for determining our allowance for loan and lease losses for each of our loan categories.

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Table 23 displays changes in our allowance for loan and lease losses for the second quarter and first six months of 2013 and 2012, which details by loan type, the provision for credit losses recognized in our consolidated statements of income each period and charge-offs recorded against the allowance for loan and lease losses.

Table 23: Allowance for Loan and Lease Losses Activity

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Balance at beginning of period, as reported	$	4,606		$	4,060		$	5,156		$	4,250
Provision for credit losses(1) (2)		778			1,686			1,613			2,265
Charge-offs:
Credit Card business:
Domestic credit card and installment loans		(1,033	)		(746	)		(2,152	)		(1,534	)
International credit card		(148	)		(162	)		(291	)		(329	)
Total credit card		(1,181	)		(908	)		(2,443	)		(1,863	)
Consumer Banking business:
Auto		(153	)		(122	)		(335	)		(262	)
Home loan		(5	)		(19	)		(12	)		(43	)
Retail banking		(19	)		(20	)		(44	)		(40	)
Total consumer banking		(177	)		(161	)		(391	)		(345	)
Commercial Banking business:
Commercial and multifamily real estate		(2	)		(8	)		(4	)		(17	)
Commercial and industrial		(6	)		(8	)		(10	)		(19	)
Total commercial lending		(8	)		(16	)		(14	)		(36	)
Small-ticket commercial real estate		(6	)		(8	)		(12	)		(24	)
Total commercial banking		(14	)		(24	)		(26	)		(60	)
Other loans		(7	)		(7	)		(15	)		(18	)
Total charge-offs		(1,379	)		(1,100	)		(2,875	)		(2,286	)
Recoveries:
Credit Card business:
Domestic credit card and installment loans		284			236			576			493
International credit card		47			50			95			102
Total credit card		331			286			671			595
Consumer Banking business:
Auto		61			54			121			115
Home loan		1			7			4			16
Retail banking		5			7			13			13
Total consumer banking		67			68			138			144
Commercial Banking business:
Commercial and multifamily real estate		1			1			2			6
Commercial and industrial		4			3			6			17
Total commercial lending		5			4			8			23
Small-ticket commercial real estate		5			3			7			4
Total commercial banking		10			7			15			27
Other loans		2			1			3			2
Total recoveries		410			362			827			768
Net charge-offs		(969	)		(738	)		(2,048	)		(1,518	)
Impact of loan transfers, sales and other changes(2)		(8	)		(10	)		(314	)		1
Balance at end of period	$	4,407		$	4,998		$	4,407		$	4,998
Allowance for loan and lease losses as a percentage of loans held for investment								2.30	%		2.47	%

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⁽¹⁾  The total provision for credit losses reported in our consolidated statements of income of $762 million and $1.6 billion in the second quarter and first six months of 2013, respectively and $1.7 billion and $2.3 billion in the second quarter and first six months of 2012, respectively, consists of a provision for loan and lease losses and a provision for unfunded lending commitments. The provision for credit losses reported in the above table relates only to the provision for loan and lease losses. It does not include the negative provision for unfunded lending commitments of $16 million and provision of $34 million in the second quarter and first six months of 2013, respectively, and the negative provision for unfunded lending commitments of $9 million and $15 million in the second quarter and first six months of 2012, respectively.

⁽²⁾  Consists of a reduction in the allowance of $289 million, which was attributable to the transfer of the Best Buy loan portfolio to held for sale from held for investment in the first six months of 2013, and a foreign translation loss of $8 million and $25 million in the second quarter and first six months of 2013, respectively. Consists of a foreign translation loss of $10 million and $21 million for the second quarter and first six months of 2012, respectively.

Table 24 presents an allocation of our allowance for loan and lease losses by loan category as of June 30, 2013 and December 31, 2012.

Table 24: Allocation of the Allowance for Loan and Lease Losses

	June 30, 2013					December 31, 2012
(Dollars in millions)	Amount		% of Total HFI Loans(1)			Amount		% of Total HFI Loans(1)
Credit Card business:
Domestic credit card and installment loans	$	2,955		4.19	%	$	3,526		4.24	%
International credit card		394		5.04			453		5.26
Total credit card		3,349		4.28			3,979		4.34
Consumer Banking business:
Auto		537		1.83			486		1.79
Home loan		79		0.20			113		0.26
Retail banking		86		2.33			112		2.87
Total consumer banking		702		0.97			711		0.95
Commercial Banking business:
Commercial and multifamily real estate		132		0.71			239		1.35
Commercial and industrial		163		0.77			116		0.58
Total commercial lending		295		0.74			355		0.94
Small-ticket commercial real estate		43		4.04			78		6.52
Total commercial banking		338		0.83			433		1.12
Other loans		18		10.06			33		17.65
Total	$	4,407		2.30	%	$	5,156		2.50	%
Total allowance coverage ratios:
Period-end loans held for investment	$	191,512		2.30	%	$	205,889		2.50	%
Period-end loans held for investment (excluding acquired loans)		159,237		2.74			168,755		3.02
Nonperforming loans(2)		930		473.87			1,054		489.18
Allowance coverage ratios by loan category:
Credit card (30 + day delinquent loans)	$	2,523		132.74	%	$	3,388		117.44	%
Consumer banking (30 + day delinquent loans)		2,275		30.86			2,510		28.33
Commercial banking (nonperforming loans)		244		138.52			282		153.55

⁽¹⁾  Calculated based on the allowance for loan and lease losses attributable to each loan category divided by the outstanding balance of loans within the specified loan category.

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⁽²⁾  As permitted by regulatory guidance issued by the FFIEC, our policy is generally not to classify domestic credit card loans as nonperforming. We generally accrue interest on domestic credit card loans through the date of charge-off, which is typically in the period that the loan becomes 180 days past due. The allowance for loan and lease losses as a percentage of nonperforming loans, excluding the allowance related to our credit card loans, was 113.76% as of June 30, 2013 and 111.67% as of December 31, 2012.

Our allowance decreased by $749 million to $4.4 billion as of June 30, 2013 from $5.2 billion as of December 31, 2012. The reduction reflected an allowance reversal of $289 million related to the transfer of the Best Buy loan portfolio to held for sale and an allowance release of $261 million due to an improved credit outlook. The allowance coverage ratio declined to 2.30% as of June 30, 2013, from 2.50% as of December 31, 2012.

LIQUIDITY RISK PROFILE

We have established liquidity guidelines that are intended to ensure we have sufficient asset-based liquidity to withstand the potential impact of deposit attrition or diminished liquidity in the funding markets. Our guidelines include maintaining an adequate liquidity reserve to cover our potential funding requirements and diversified funding sources to avoid over-dependence on volatile, less reliable funding markets. Our liquidity reserves consist of cash and cash equivalents and unencumbered investment securities.

Table 25 below presents the composition of our liquidity reserves as of June 30, 2013 and December 31, 2012.

Table 25: Liquidity Reserves

(Dollars in millions)	June 30, 2013			December 31, 2012
Cash and cash equivalents	$	4,653		$	11,058
Investment securities available for sale(1)		62,602			63,979
Less: Pledged investment securities available for sale		(16,928	)		(13,811	)
Unencumbered investment securities available for sale		45,674			50,168
Total liquidity reserves	$	50,327		$	61,226

⁽¹⁾ The weighted average life of our available-for-sale securities was approximately 6.2 years and 4.3 years as of June 30, 2012 and December 31, 2012, respectively.

Our liquidity reserves decreased by $10.9 billion, or 18%, in the first six months of 2013, to $50.3 billion as of June 30, 2013. This decrease was primarily attributable to a decrease in cash and cash equivalents. We held higher cash as of December 31, 2012 in anticipation of the January 2, 2013 redemption of the $3.65 billion in trust preferred securities.

See “MD&A—Risk Management” in our 2012 Form 10-K for additional information on our management of liquidity risk.

Funding

Our funding objective is to establish an appropriate maturity profile using a cost-effective mix of both short-term and long-term funds. We use a variety of funding sources, including deposits, short-term borrowings, the issuance of senior and subordinated notes and other borrowings, and loan securitization transactions. In addition, we utilize FHLB advances, which are secured by certain portions of our loan and investment securities portfolios, for our funding needs.

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Deposits

Our deposits provide a stable and relatively low cost of funds and are our largest source of funding. Table 26 provides a comparison of the composition of our deposits, average balances, interest expense and average deposit rates for the first six months of 2013 and full year 2012.

Table 26: Deposit Composition and Average Deposit Rates

	Six Months Ended June 30, 2013
(Dollars in millions)	Period End Balance		Average Balance		Interest Expense		% of Average Deposits			Average Deposit Rate
Non-interest bearing	$	22,097	$	21,142		N/A		10.0	%		N/A
Negotiable order of withdrawal (“NOW”) accounts		43,889		42,887	$	127		20.3			0.59	%
Money market deposit accounts		102,424		103,553		326		49.1			0.63
Savings accounts		27,109		27,664		31		13.1			0.22
Consumer time deposits less than $100,000		9,117		10,134		95		4.8			1.87
Total core deposits		204,636		205,380		579		97.3			0.56
Public fund certificates of deposit of $100,000 or more		54		50		—		—			—
Certificates of deposit of $100,000 or more		4,073		4,274		63		2.0			2.95
Foreign time deposits		1,102		1,396		2		0.7			0.29
Total customer deposits	$	209,865	$	211,100	$	644		100.0	%		0.61	%
	Twelve Months Ended December 31, 2012
(Dollars in millions)	Period End Balance		Average Balance		Interest Expense		% of Average Deposits			Average Deposit Rate
Non-interest bearing	$	22,467	$	19,741		N/A		9.7	%		N/A
Negotiable order of withdrawal (“NOW”) accounts		40,591		34,179	$	212		16.8			0.62	%
Money market deposit accounts		104,540		99,734		684		49.1			0.69
Savings accounts		28,285		30,457		101		15.0			0.33
Consumer time deposits less than $100,000		11,028		12,762		258		6.4			2.02
Total core deposits		206,911		196,873		1,255		97.0			0.64
Public fund certificates of deposit of $100,000 or more		51		70		—		—			—
Certificates of deposit of $100,000 or more		4,444		4,806		144		2.4			3.00
Foreign time deposits		1,079		1,305		4		0.6			0.31
Total customer deposits	$	212,485	$	203,054	$	1,403		100.0	%		0.69	%

Total customer deposits decreased by $2.6 billion during the first six months of 2013 to $209.9 billion as of June 30, 2013, from $212.5 billion as of December 31, 2012. Our deposits include brokered deposits, which we obtained through the use of third-party intermediaries. Brokered deposits are reported in money market deposit accounts and consumer time deposits in the above table. Brokered deposits totaled $8.9 billion, or 4% of total deposits, as of June 30, 2013. Brokered deposits totaled $10.0 billion, or 5% of total deposits, as of December 31, 2012.

The Federal Deposit Insurance Corporation Improvement Act of 1991 limits the use of brokered deposits to “well-capitalized” insured depository institutions and, with a waiver from the Federal Deposit Insurance Corporation, to “adequately capitalized” institutions. COBNA and CONA were “well-capitalized,” as defined under the federal banking regulatory guidelines, as of both June 30, 2013 and December 31, 2012, and therefore were permitted to maintain brokered deposits. We expect to replace maturing brokered deposits with other sources of funding, which may include funding accessed through the capital markets.

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Other Funding Sources

We also access the capital markets to meet our funding needs through the use of federal funds purchased and securities loaned or sold under agreements to repurchase, the issuance of senior and subordinated notes and loan securitization transactions. We participate in the federal funds market daily to take advantage of attractive offers and to keep a visible presence in the market, which is intended to ensure that we are able to access the federal funds market in a time of need. In addition, we may utilize short-term as well as long-term FHLB advances for our funding needs. FHLB advances are secured by certain of our loan portfolios and investment securities.

Other debt, which consists of federal funds purchased and securities loaned or sold under agreements to repurchase, senior and subordinated notes and other borrowings, including junior subordinated debt and FHLB advances, but excluding securitized debt obligations, totaled $25.4 billion as of June 30, 2013, of which $12.0 billion represented short-term borrowings and $13.4 billion represented long-term debt. Other debt decreased by $13.1 billion in the second quarter of 2013 from a total $38.5 billion as of December 31, 2012, of which $21.1 billion represented short-term borrowings and $17.4 billion represented long-term borrowings.

Table 27 provides information on short-term borrowings, which consist of borrowings with an original contractual maturity of one year or less and therefore, does not include the current portion of long-term debt. Our short-term borrowings typically have not represented a significant portion of our overall funding.

Table 27: Short-Term Borrowings

	Three Months Ended June 30,
	2013							2012
(Dollars in millions)	Outstanding Amount		Interest Rate			Maximum Month-End Outstanding Amount		Outstanding Amount		Interest Rate			Maximum Month-End Outstanding Amount
Average during the period:
Federal funds purchased and resale agreements	$	1,461		0.10	%	$	1,838	$	774		0.21	%	$	1,104
FHLB advances		10,395		0.23			10,501		3,796		0.22			7,000
Total short-term borrowings	$	11,856		0.21	%			$	4,570		0.22	%
	Six Months Ended June 30,
	2013							2012
(Dollars in millions)	Outstanding Amount		Interest Rate			Maximum Month-End Outstanding Amount		Outstanding Amount		Interest Rate			Maximum Month-End Outstanding Amount
Average during the period:
Federal funds purchased and resale agreements	$	1,286		0.11	%	$	1,838	$	1,054		0.19	%	$	1,228
FHLB advances		13,007		0.25			16,600		3,652		0.19			7,000
Total short-term borrowings	$	14,293		0.24	%			$	4,706		0.19	%

	June 30, 2013					December 31, 2012
(Dollars in millions)	Amount		Weighted Average Interest Rate			Amount		Weighted Average Interest Rate
Period-end balance:
Federal funds purchased and resale agreements	$	1,766		0.08	%	$	1,248		0.28	%
FHLB advances		10,201		0.20			19,900		0.27
Total short-term borrowings	$	11,967		0.18	%	$	21,148		0.27	%

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Table 28 displays the maturity profile, based on contractual maturities, of our securitized debt obligations and other debt as of June 30, 2013.

Table 28: Contractual Maturity Profile of Outstanding Debt

	June 30, 2013
(Dollars in millions)	Up to 1 Year			> 1 Year to 2 Years			> 2 Years to 3 Years			> 3 Years to 4 Years			> 4 Years to 5 Years			> 5 Years			Total
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1,766		$	—		$	—		$	—		$	—		$	—		$	1,766
FHLB advances		10,201			—			—			—			—			—			10,201
Total short-term borrowings		11,967			—			—			—			—			—			11,967
Long-term debt:
Securitized debt obligations		3,325			416			2,351			2,878			1,615			246			10,831
Senior and subordinated notes:
Unsecured senior debt		1,580			2,655			1,246			999			1,155			2,053			9,688
Unsecured subordinated debt		102			—			—			1,142			—			1,474			2,718
Total senior and subordinated notes		1,682			2,655			1,246			2,141			1,155			3,527			12,406
Other long-term borrowings:
FHLB advances		26			940			8			33			13			7			1,027
Total long-term debt(1)		5,033			4,011			3,605			5,052			2,783			3,780			24,264
Total short-term borrowings and long-term debt	$	17,000		$	4,011		$	3,605		$	5,052		$	2,783		$	3,780		$	36,231
Percentage of total		47	%		11	%		10	%		14	%		8	%		10	%		100	%

⁽¹⁾  Includes unamortized discounts, premiums and other cost basis adjustments, which together result in a net reduction of $241 million as of June 30, 2013.

We provide additional information on our short-term borrowings and long-term debt above under “Consolidated Balance Sheet Analysis—Securitized Debt Obligations,” “Consolidated Balance Sheet Analysis—Other Debt” and in “Note 8—Deposits and Borrowings.”

Borrowing Capacity

Under our shelf registration filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2012, from time to time, we may offer and sell an indeterminate aggregate amount of senior or subordinated debt securities, preferred stock, depository shares, common stock, purchase contracts, warrants and units. There is no limit under this shelf registration statement to the amount or number of such securities that we may offer and sell, subject to market conditions. Our current shelf registration will expire three years from the filing date.

In addition to our issuance capacity under the shelf registration statement, we also have access to FHLB advances with a maximum borrowing capacity of $38.6 billion as of June 30, 2013. This borrowing capacity was secured by posting $29.7 billion of loans and $8.9 billion of securities as collateral. We had outstanding FHLB advances of $11.6 billion as of June 30, 2013, and $27.0 billion still available to us to borrow under this program. This funding source is non-revolving and funding availability is subject to market conditions. Our FHLB membership is secured by our investment in FHLB stock, which totaled $746 million and $1.3 billion as of June 30, 2013 and December 31, 2012, respectively.

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Credit Ratings

Our credit ratings have a significant impact on our ability to access capital markets and our borrowing costs. Rating agencies base their ratings on numerous factors, including liquidity, capital adequacy, asset quality, quality of earnings and the probability of systemic support. Significant changes in these factors could result in different ratings. Such ratings help to support our cost effective unsecured funding as part of our overall financing programs. Table 29 provides a summary of the credit ratings for the senior unsecured debt of Capital One Financial Corporation, COBNA and CONA as of June 30, 2013 and December 31, 2012.

Table 29: Senior Unsecured Debt Credit Ratings

June 30, 2013

December 31, 2012

Capital One Financial Corporation

Capital One Bank (USA), N.A.

Capital One, N.A.

Capital One Financial Corporation

Capital One Bank (USA), N.A.

Capital One, N.A.

Moody’s

Baa1

A3

A3

Baa1

A3

A3

S&P

BBB

BBB+

BBB+

BBB

BBB+

BBB+

Fitch

A-

A-

A-

A-

A-

A-

As of July 31, 2013, Moody’s and Fitch had us on a stable outlook, while S&P had us on negative outlook.

MARKET RISK PROFILE

Market risk is inherent in the financial instruments associated with our operations and activities, including loans, deposits, securities, short-term borrowings, long-term debt and derivatives. Below we provide additional information about our primary sources of market risk, our market risk management strategies and the measures we use to evaluate our market risk exposure.

Primary Market Risk Exposures

Our primary source of market risk is interest rate risk. We also have exposure to foreign exchange risk.

Interest Rate Risk

Interest rate risk, which represents exposure to instruments whose yield or price varies with the level or volatility of interest rates, is our most significant source of market risk exposure. Banks are inevitably exposed to interest rate risk due to differences in the timing between the maturities or repricing of assets and liabilities.

Foreign Exchange Risk

Foreign exchange risk represents exposure to changes in the values of current holdings and future cash flows denominated in other currencies. We are exposed to changes in foreign exchange rates, which may impact the earnings of our foreign operations. We monitor and manage our material foreign currency denominated transactions and manage our net exposures through the use of derivatives. The estimated reduction in our 12-month earnings due to adverse foreign exchange rate movements corresponding to a 95% confidence level was less than 2.0% as of June 30, 2013 and December 31, 2012. The precision of this estimate is limited due to the inherent uncertainty of the underlying forecast assumptions.

Market Risk Management

We employ several techniques to manage our interest rate and foreign exchange risk, which include, but are not limited to, altering the maturity and re-pricing characteristics of our various assets and liabilities through interest rate derivatives. Derivatives are one of the primary tools we use in managing interest rate and foreign exchange risk. Our current asset/liability management policy includes the use of derivatives to hedge material foreign currency denominated transactions to limit our earnings exposure to foreign exchange risk. We execute our

58

derivative contracts in both over-the-counter and exchange-traded derivative markets. Although the majority of our derivatives are interest rate swaps, we also use a variety of other derivative instruments, including caps, floors, options, futures and forward contracts, to manage both our interest rate and foreign currency risk. The outstanding notional amount of our derivative contracts totaled $60.8 billion as of June 30, 2013, compared with $57.8 billion as of December 31, 2012.

Market Risk Measurement

We have prescribed risk management policies and limits established by our Market and Liquidity Risk Policy and approved by the Board of Directors. Our objective is to manage our asset/liability risk position and exposure to market risk in accordance with these policies and prescribed limits based on prevailing market conditions and long-term expectations. Because no single measure can reflect all aspects of market risk, we use various industry standard market risk measurement techniques and analyses to measure, assess and manage the impact of changes in interest rates and foreign exchange rates on our earnings and our economic value of equity (defined below).

We consider the impact on both earnings and economic value of equity in measuring and managing our interest rate risk. In December 2008, the federal funds rate was lowered to near zero and since then has remained in a target range of zero to 0.25%. In 2008, we temporarily revised our customary declining interest rate scenario of 200 basis points to a 50 basis point decrease, except in scenarios where a 50 basis point decline would result in a rate less than 0% (in which case we assume a rate scenario of 0%), in response to the low rate environment as a scenario where interest rates would decline by an additional 200 basis points was not plausible. Below we discuss the assumptions used in calculating each of these measures.

Earnings Sensitivity

Our earnings sensitivity measure estimates the impact on our projected 12-month base-line adjusted net interest income resulting from movements in interest rates. Adjusted net interest income consists of net interest income adjusted to include changes in the fair value of mortgage servicing rights, including related derivative hedging activity, and changes in the fair value of free-standing interest rate swaps. In addition to our existing assets and liabilities, we incorporate expected future business growth assumptions, such as loan and deposit growth and pricing, and plans for projected changes in our funding mix in our baseline forecast. In measuring the sensitivity of interest rate movements on our adjusted projected net interest income, we assume an instantaneous plus 200 basis point and minus 50 basis point shock, with the lower rate scenario limited to zero as described above.

Economic Value of Equity

Our economic value of equity sensitivity measure estimates the impact on the net present value of our assets and liabilities, including derivative hedging activity, resulting from movements in interest rates. Our economic value of equity sensitivity measures are calculated based on our existing assets and liabilities, including derivatives, and do not incorporate business growth assumptions or projected plans for funding mix changes. In measuring the sensitivity of interest rate movements on our economic value of equity, we assume a hypothetical instantaneous parallel shift in the level of interest rates of plus 200 basis points and minus 50 basis points to spot rates.

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Table 30 shows the estimated percentage impact on our projected base-line adjusted net interest income and economic value of equity, calculated under the hypothetical interest rate scenarios described above, as of June 30, 2013 and December 31, 2012. In addition to these industry standard measures, we will continue to factor into our interest rate risk management decisions the potential impact of alternative interest rate scenarios, such as stressed rate shocks as well as steepening and flattening yield curve scenarios, for our sensitivity measures.

Table 30: Interest Rate Sensitivity Analysis

(Dollars in millions)	June 30, 2013			December 31, 2012
Impact on projected base-line adjusted net interest income:
+200 basis points		1.9	%		2.7	%
–50 basis points		(1.5	)		(1.7	)
Impact on economic value of equity:
+200 basis points		(5.9	)		(3.1	)
–50 basis points		0.6			(1.4	)

Our projected net interest income and economic value of equity sensitivity measures were within our prescribed asset/liability policy limits as of June 30, 2013 and December 31, 2012.

Limitations of Market Risk Measures

The interest rate risk models that we use in deriving these measures incorporate contractual information, internally-developed assumptions and proprietary modeling methodologies, which project borrower and depositor behavior patterns in certain interest rate environments. Other market inputs, such as interest rates, market prices and interest rate volatility, are also critical components of our interest rate risk measures. We regularly evaluate, update and enhance these assumptions, models and analytical tools as we believe appropriate to reflect our best assessment of the market environment and the expected behavior patterns of our existing assets and liabilities.

There are inherent limitations in any methodology used to estimate the exposure to changes in market interest rates. The above sensitivity analysis contemplate only certain movements in interest rates and are performed at a particular point in time based on the existing balance sheet and, in some cases, expected future business growth and funding mix assumptions. The strategic actions that management may take to manage our balance sheet may differ significantly from our projections, which could cause our actual earnings and economic value of equity sensitivities to differ substantially from the above sensitivity analysis.

SUPERVISION AND REGULATION

As noted under “Capital Management”, the Federal Reserve, the OCC, and the FDIC (collectively, the “Agencies”) recently issued the Final Rule. The Final Rule increases the minimum capital that we and other institutions are required to hold.

As contemplated in the proposed rulemakings, the Final Rule increases the general risk-based and leverage capital requirements, significantly revises the definition of regulatory capital, including by eliminating certain items that constituted regulatory capital; establishes a minimum Tier 1 common equity requirement; introduces a new capital conservation buffer requirement; and updates the prompt corrective action framework to reflect the new regulatory capital minimums. For Modified Advanced Approaches institutions like the Company and Banks, the Final Rule also implements a supplementary leverage ratio that incorporates a broader set of exposures and a new countercyclical capital buffer requirement.

Specifically, the Final Rule establishes for bank holding companies and banks a new minimum common equity Tier 1 capital ratio of 4.5 percent, adopts a leverage ratio of 4 percent (and removes the current 3 percent limited

60

exception), and implements a capital conservation buffer of 2.5 percent. It also contains a supplementary leverage ratio of 3 percent and a countercyclical capital buffer of up to 2.5 percent (initially set to zero percent). We are required to begin compliance with certain aspects of the Final Rule as of January 1, 2014 and other provisions will go into effect according to different start dates and phase-in periods.

The Final Rule also updates the prompt corrective action framework that is applicable to banks by adjusting the definitions of “well-capitalized” and “adequately-capitalized.” For an insured depository institution to be well-capitalized, it must maintain a total risk-based capital ratio of 10 percent or more; a Tier 1 capital ratio of 8 percent or more; a common equity Tier 1 capital ratio of 6.5 percent or more; and a leverage ratio of 5 percent or more. An adequately-capitalized depository institution must maintain a total risk-based capital ratio of 8 percent or more; a Tier 1 capital ratio of 6 percent or more; a common equity Tier 1 capital ratio of 4.5 percent or more; a leverage ratio of 4 percent or more; and, for Advanced Approaches institutions, a supplementary leverage ratio, which incorporates a broader set of exposures, of 3 percent or more. The revised prompt corrective action requirements become effective on January 1, 2015, other than the supplementary leverage ratio, which becomes effective on January 1, 2018.

The Dodd-Frank Act requires that the amount of any interchange fee received by a debit card issuer with respect to debit card transactions be reasonable and proportional to the cost incurred by the issuer with respect to the transaction. In June 2011, the Federal Reserve adopted a final rule and an interim final rule (which largely was adopted in final form in July 2012) implementing the portion of the Dodd-Frank Act that limits interchange fees received by a debit card issuer. The final rules limited interchange fees per debit card transaction to $.21 plus five basis points of the transaction amount and provide for an additional $.01 fraud prevention adjustment to the interchange fee for issuers that meet certain fraud prevention requirements. On July 31, 2013, the U.S. District Court for the District of Columbia issued a ruling that requires the Federal Reserve to reconsider the current permissible interchange amount. It is unclear what actions the Federal Reserve will take in response to the ruling, or the timing thereof, and how those actions will impact our debit card business. If the Federal Reserve implements a lower permissible interchange amount, it could negatively impact revenue from our debit card business.

FORWARD-LOOKING STATEMENTS

From time to time, we have made and will make forward-looking statements, including those that discuss, among other things, strategies, goals, outlook or other non-historical matters; projections, revenues, income, expenses, capital measures, returns, accruals for claims in litigation and for other claims against us; earnings per share or other financial measures for us; future financial and operating results; our plans, objectives, expectations and intentions; the projected impact and benefits of the ING Direct and 2012 U.S. card acquisitions (collectively, the “Acquisitions”) and the sale of the Best Buy loan portfolio (the “Sale Transaction”); 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 our 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 our 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, regulations

61

governing bank capital and liquidity standards, including Basel-related initiatives and potential changes to financial accounting and reporting standards;

• the possibility that we may not fully realize the projected cost savings and other projected benefits of the Acquisitions;

• difficulties and delays in integrating the assets and businesses acquired in the Acquisitions;

• business disruption following the Acquisitions;

• diversion of management time on issues related to the Acquisitions, including integration of the assets and businesses acquired;

• reputational risks and the reaction of customers and counterparties to the Acquisitions;

• disruptions relating to the Acquisitions negatively impacting our ability to maintain relationships with customers, employees and suppliers;

• changes in asset quality and credit risk as a result of the Acquisitions;

• the possibility that conditions to the Sale Transaction are not received or satisfied on a timely basis or at all;

• the possibility that modifications to the terms of the Sale Transaction may be required in order to obtain or satisfy such conditions;

• changes in the anticipated timing for closing the Sale Transaction;

• developments, changes or actions relating to any litigation matter involving us;

• the inability to sustain revenue and earnings growth;

• increases or decreases in interest rates;

• our ability to access the capital markets at attractive rates and terms to capitalize and fund our operations and future growth;

• the success of our marketing efforts in attracting and retaining customers;

• increases or decreases in our 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 we incur and attrition of loan balances;

• the level of future repurchase or indemnification requests we may receive, the actual future performance of mortgage loans relating to such requests, the success rates of claimants against us, any developments in litigation and the actual recoveries we may make on any collateral relating to claims against us;

• the amount and rate of deposit growth;

• changes in the reputation of or expectations regarding the financial services industry or us with respect to practices, products or financial condition;

• any significant disruption in our operations or technology platform;

• our ability to maintain a compliance infrastructure suitable for the nature of our business;

• our ability to control costs;

• the amount of, and rate of growth in, our expenses as our business develops or changes or as it expands into new market areas;

• our ability to execute on our 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;

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• any significant disruption of, or loss of public confidence in, the internet affecting the ability of our customers to access their accounts and conduct banking transactions;

• our 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 our customers, employees or business partners;

• competition from providers of products and services that compete with our businesses; and

• other risk factors listed from time to time in reports that we file with the SEC.

Any forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. You should carefully consider the factors discussed above in evaluating these forward-looking statements. For additional information on factors that could materially influence forward-looking statements included in this Report, see the risk factors set forth under “Part II—Item 1A. Risk Factors” in this Report and in “Part I—Item 1A. Risk Factors” in our 2012 Form 10-K.

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SUPPLEMENTAL TABLES

Table A—Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures Under Basel I

	June 30, 2013			December 31, 2012
(Dollars in millions)
Stockholders’ equity to non-GAAP tangible common equity
Total stockholders’ equity.	$	41,041		$	40,499
Less: Goodwill and other intangible assets(1)		(15,872	)		(16,224	)
Noncumulative perpetual preferred stock.		(853	)		(853	)
Tangible common equity	$	24,316		$	23,422
Total assets to tangible assets
Total assets	$	296,542		$	312,918
Less: Assets from discontinued operations.		(310	)		(309	)
Total assets from continuing operations		296,232			312,609
Less: Goodwill and other intangible assets(1)		(15,872	)		(16,224	)
Tangible assets	$	280,360		$	296,385
Non-GAAP TCE ratio
Tangible common equity	$	24,316		$	23,422
Tangible assets		280,360			296,385
TCE ratio(2)		8.67	%		7.90	%
Regulatory capital ratios
Total stockholders’ equity.	$	41,041		$	40,499
Less: Net unrealized (gains) losses on investment securities available for sale recorded in AOCI(3)		503			(712	)
Net losses on cash flow hedges recorded in AOCI(3)		175			2
Disallowed goodwill and other intangible assets(4)		(14,309	)		(14,428	)
Disallowed deferred tax assets.		—			—
Noncumulative perpetual preferred stock(5)		(853	)		(853	)
Other		(5	)		(12	)
Tier 1 common capital		26,552			24,496
Plus: Noncumulative perpetual preferred stock(5)		853			853
Tier 1 restricted core capital items(6)		2			2
Tier 1 capital		27,407			25,351
Plus: Long-term debt qualifying as Tier 2 capital.		2,104			2,119
Qualifying allowance for loan and lease losses		2,781			2,830
Other Tier 2 components		12			13
Tier 2 capital		4,897			4,962
Total risk-based capital(7)	$	32,304		$	30,313
Risk-weighted assets(8)	$	220,166		$	223,472
Tier 1 common ratio(9)		12.06	%		10.96	%
Tier 1 risk-based capital ratio(10)		12.45			11.34
Total risk-based capital ratio(11)		14.67			13.56

⁽¹⁾  Includes impact from related deferred taxes.

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

⁽³⁾  Amounts presented are net of tax.

⁽⁴⁾  Disallowed goodwill and other intangible assets are net of related deferred tax liability.

⁽⁵⁾  Noncumulative perpetual preferred stock qualifies as Tier 1 capital; however, it does not qualify as Tier 1 common capital.

⁽⁶⁾  Consists of noncontrolling minority interests.

⁽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 capital 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-weighted assets.

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

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Item 1. Financial Information and Supplementary Data

	Page
Financial Statements		65
Condensed Consolidated Statements of Income		66
Condensed Consolidated Statements of Comprehensive Income		67
Condensed Consolidated Balance Sheets		68
Condensed Consolidated Statements of Changes in Stockholders’ Equity		69
Condensed Consolidated Statements of Cash Flows		70
Notes to Condensed Consolidated Financial Statements		71
Note   1 — Summary of Significant Accounting Policies		71
Note   2 — Discontinued Operations		73
Note   3 — Investment Securities		74
Note   4 — Loans		84
Note   5 — Allowance for Loan and Lease Losses		108
Note   6 — Variable Interest Entities and Securitizations		112
Note   7 — Goodwill and Other Intangible Assets		117
Note   8 — Deposits and Borrowings		118
Note   9 — Derivative Instruments and Hedging Activities		121
Note 10 — Stockholders’ Equity		128
Note 11 — Earnings Per Common Share		130
Note 12 — Fair Value of Financial Instruments		131
Note 13 — Business Segments		147
Note 14 — Commitments, Contingencies and Guarantees		150

65

CAPITAL ONE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions, except per share-related data)	2013			2012			2013			2012
Interest income:
Loans, including loans held for sale	$	4,596		$	4,257		$	9,245		$	7,914
Investment securities		391			335			765			633
Other		23			24			51			48
Total interest income		5,010			4,616			10,061			8,595
Interest expense:
Deposits		318			373			644			684
Securitized debt obligations		45			69			101			149
Senior and subordinated notes		82			87			164			175
Other borrowings		12			86			29			172
Total interest expense		457			615			938			1,180
Net interest income		4,553			4,001			9,123			7,415
Provision for credit losses		762			1,677			1,647			2,250
Net interest income after provision for credit losses		3,791			2,324			7,476			5,165
Non-interest income:
Service charges and other customer-related fees		534			539			1,084			954
Interchange fees, net		486			408			931			736
Total other-than-temporary impairment		(12	)		(21	)		(18	)		(25	)
Less: Portion of other-than-temporary impairment recorded in AOCI		8			8			(11	)		(2	)
Net other-than-temporary impairment recognized in earnings		(4	)		(13	)		(29	)		(27	)
Bargain purchase gain		0			0			0			594
Other		69			120			80			318
Total non-interest income		1,085			1,054			2,066			2,575
Non-interest expense:
Salaries and associate benefits		1,104			971			2,184			1,835
Occupancy and equipment		356			323			706			593
Marketing		330			334			647			655
Professional services		329			313			636			606
Communications and data processing		233			203			443			375
Amortization of intangibles		167			157			344			219
Acquisition-related		50			133			96			219
Other		490			708			1,031			1,144
Total non-interest expense		3,059			3,142			6,087			5,646
Income from continuing operations before income taxes		1,817			236			3,455			2,094
Income tax provision		581			43			1,075			396
Income from continuing operations, net of tax		1,236			193			2,380			1,698
Loss from discontinued operations, net of tax		(119	)		(100	)		(197	)		(202	)
Net income		1,117			93			2,183			1,496
Dividends and undistributed earnings allocated to participating securities		(4	)		(1	)		(9	)		(8	)
Preferred stock dividends		(13	)		0			(26	)		0
Net income available to common stockholders	$	1,100		$	92		$	2,148		$	1,488
Basic earnings per common share:
Income from continuing operations	$	2.09		$	0.33		$	4.04		$	3.11
Loss from discontinued operations		(0.20	)		(0.17	)		(0.34	)		(0.37	)
Net income per basic common share	$	1.89		$	0.16		$	3.70		$	2.74
Diluted earnings per common share:
Income from continuing operations	$	2.07		$	0.33		$	3.99		$	3.09
Loss from discontinued operations		(0.20	)		(0.17	)		(0.34	)		(0.37	)
Net income per diluted common share	$	1.87		$	0.16		$	3.65		$	2.72
Dividends paid per common share	$	0.30		$	0.05		$	0.35		$	0.10

See Notes to Condensed Consolidated Financial Statements.

66

CAPITAL ONE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Net income	$	1,117		$	93		$	2,183		$	1,496
Other comprehensive income (loss) before taxes:
Total net unrealized gains (losses) on securities available for sale		(1,747	)		171			(1,956	)		216
Net unrealized gains (losses) on cash flow hedges		(258	)		60			(279	)		61
Foreign currency translation adjustments		(18	)		(44	)		(143	)		11
Other		3			(5	)		7			(5	)
Other comprehensive income (loss) before taxes		(2,020	)		182			(2,371	)		283
Income tax provision (benefit) related to other comprehensive income		(755	)		85			(840	)		102
Other comprehensive income (loss), net of tax		(1,265	)		97			(1,531	)		181
Comprehensive income	$	(148	)	$	190		$	652		$	1,677

See Notes to Condensed Consolidated Financial Statements.

67

CAPITAL ONE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in millions, except per share data)	June 30, 2013			December 31, 2012
Assets:
Cash and cash equivalents:
Cash and due from banks	$	2,176		$	3,440
Interest-bearing deposits with banks		2,279			7,617
Federal funds sold and securities purchased under agreements to resell		198			1
Total cash and cash equivalents		4,653			11,058
Restricted cash for securitization investors		377			428
Securities available for sale, at fair value		62,602			63,979
Loans held for investment:
Unsecuritized loans held for investment		151,231			162,059
Restricted loans for securitization investors		40,281			43,830
Total loans held for investment		191,512			205,889
Less: Allowance for loan and lease losses		(4,407	)		(5,156	)
Net loans held for investment		187,105			200,733
Loans held for sale, at lower of cost or fair value		6,248			201
Premises and equipment, net		3,766			3,587
Interest receivable		1,454			1,694
Goodwill		13,900			13,904
Other		16,437			17,334
Total assets	$	296,542		$	312,918
Liabilities:
Interest payable	$	324		$	450
Customer deposits:
Non-interest bearing deposits		22,097			22,467
Interest bearing deposits		187,768			190,018
Total customer deposits		209,865			212,485
Securitized debt obligations		10,831			11,398
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,766			1,248
Senior and subordinated notes		12,406			12,686
Other borrowings		11,228			24,578
Total other debt		25,400			38,512
Other liabilities		9,081			9,574
Total liabilities		255,501			272,419
Commitments, contingencies and guarantees (see Note 14)
Stockholders’ equity:
Preferred stock, par value $.01 per share; 50,000,000 shares authorized; 875,000 shares issued and outstanding as of June 30, 2013 and December 31, 2012		—			—
Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 634,976,583 and 631,806,585 shares issued as of June 30, 2013 and December 31, 2012, respectively, and 584,862,301 and 582,207,133 shares outstanding as of June 30, 2013 and December 31, 2012, respectively		6			6
Additional paid-in capital, net		26,339			26,188
Retained earnings		18,804			16,853
Accumulated other comprehensive income		(792	)		739
Less: Treasury stock, at cost; par value $.01 per share; 50,114,282 and 49,599,452 shares as of June 30, 2013 and December 31, 2012, respectively		(3,316	)		(3,287	)
Total stockholders’ equity		41,041			40,499
Total liabilities and stockholders’ equity	$	296,542		$	312,918

See Notes to Condensed Consolidated Financial Statements.

68

CAPITAL ONE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in millions, except per share data)	Preferred Stock				Common Stock				Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount
Balance as of December 31, 2012		875,000	$	0		631,806,585	$	6	$	26,188	$	16,853		$	739		$	(3,287	)	$	40,499
Comprehensive income (loss)												2,183			(1,531	)					652
Cash dividends—common stock $0.35 per share												(206	)								(206	)
Cash dividends—preferred stock 6% per annum												(26	)								(26	)
Purchases of treasury stock																		(29	)		(29	)
Issuances of common stock and restricted stock, net of forfeitures						2,325,554				44											44
Exercise of stock options and tax benefits of exercises and restricted stock vesting						844,444				44											44
Compensation expense for restricted stock awards and stock options										63											63
Balance as of June 30, 2013		875,000	$	0		634,976,583	$	6	$	26,339	$	18,804		$	(792	)	$	(3,316	)	$	41,041

See Notes to Condensed Consolidated Financial Statements.

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CAPITAL ONE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
(Dollars in millions)	2013			2012
Operating activities:
Income from continuing operations, net of tax	$	2,380		$	1,698
Loss from discontinued operations, net of tax		(197	)		(202	)
Net income		2,183			1,496
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses		1,647			2,250
Depreciation and amortization, net		1,152			671
Net gains on sales of securities available for sale		(4	)		(41	)
Impairment losses on securities available for sale		29			27
Bargain purchase gain		0			(594	)
Loans held for sale:
Originations		(552	)		(934	)
Gains on sales		(18	)		(29	)
Proceeds from sales and paydowns		1,322			996
Stock plan compensation expense		112			116
Changes in operating assets and liabilities, net of effects of acquisitions:
(Increase) decrease in interest receivable		240			(424	)
(Increase) decrease in other assets		289			22
Increase (decrease) in interest payable		(126	)		(4	)
Increase (decrease) in other liabilities		(355	)		458
Net cash (used in) provided by operating activities attributable to discontinued operations		(287	)		21
Net cash provided by operating activities		5,632			4,031
Investing activities:
Increase in restricted cash for securitization investors		51			421
Purchases of securities available for sale		(10,502	)		(9,095	)
Proceeds from paydowns and maturities of securities available for sale		8,486			8,651
Proceeds from sales of securities available for sale		1,320			14,258
Net (increase) decrease in loans held for investment		3,997			(1,517	)
Principal recoveries of loans previously charged off		827			768
Additions of premises and equipment		(450	)		(262	)
Net cash paid for acquisitions		0			(17,603	)
Net cash provided by (used in) investing activities		3,729			(4,379	)
Financing activities:
Net increase (decrease) in deposits		(2,628	)		1,279
Issuance of securitized debt obligation		1,450			0
Maturities and paydowns of securitized debt obligations		(2,017	)		(2,919	)
Issuance of senior and subordinated notes		934			1,250
Redemption of junior subordinated debentures		(3,641	)		0
Maturities and redemptions of senior and subordinate notes		(500	)		(282	)
Net decrease in other borrowings		(9,191	)		(1,989	)
Net proceeds from issuances of common stock		44			3,200
Proceeds from share-based payment activities		44			45
Dividends paid on common stock		(206	)		(53	)
Dividends paid on preferred stock		(26	)		0
Purchases of treasury stock		(29	)		(42	)
Net cash provided by (used in) financing activities		(15,766	)		489
Increase (decrease) in cash and cash equivalents		(6,405	)		141
Cash and cash equivalents at beginning of the period		11,058			5,838
Cash and cash equivalents at end of the period	$	4,653		$	5,979
Supplemental cash flow information:
Non-cash items:
Fair value of common stock issued in business acquisition	$	0		$	2,638
Net transfers of loans held for investment to loans held for sale		6,820			45
Redemption of senior and subordinated notes		(1,969	)		0
Issuance of senior and subordinated notes		1,968			0

See Notes to Condensed Consolidated Financial Statements.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Capital One Financial Corporation, a Delaware Corporation established in 1995 and headquartered in McLean, Virginia, is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company”) offer a broad array of financial products and services to consumers, small businesses and commercial clients through branches, the internet and other distribution channels. As of June 30, 2013, our principal subsidiaries included:

• Capital One Bank (USA), National Association (“COBNA”), which currently offers credit and debit card products, other lending products and deposit products; and

• Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients.

The Company and its subsidiaries are hereafter collectively referred to as “we”, “us” or “our.” CONA and COBNA are collectively referred to as the “Banks.”

We also offer products outside of the United States principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of COBNA organized and located in the United Kingdom (the “U.K.”), and through a branch of COBNA in Canada. COEP has authority, among other things, to provide credit card and installment loans. Our branch of COBNA in Canada has the authority to provide credit card loans.

On February 17, 2012, we completed the acquisition (the “ING Direct acquisition”) of substantially all of the ING Direct business in the United States (“ING Direct”) from ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp. The ING Direct acquisition resulted in the addition of loans of $40.4 billion, other assets of $53.9 billion and deposits of $84.4 billion as of the acquisition date.

On May 1, 2012, pursuant to the agreement with HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology and Services (USA) Inc. (collectively, “HSBC”), we closed the acquisition of substantially all of the assets and assumed liabilities of HSBC’s credit card and private-label credit card business in the United States (other than the HSBC Bank USA, National Association consumer credit card program and certain other retained assets and liabilities) (the “2012 U.S. card acquisition,” which we sometimes refer to as the “HSBC U.S. card acquisition”). The 2012 U.S. card acquisition included (i) the acquisition of HSBC’s U.S. credit card portfolio, (ii) its on-going private label and co-branded partnerships, and (iii) other assets, including infrastructure and capabilities. At closing, we acquired approximately 27 million new active accounts, $27.8 billion in outstanding credit card receivables designated as held for investment and $327 million in other net assets.

Operations and Business Segments

Our principal operations are currently organized for management reporting purposes into three primary business segments, which are defined primarily based on the products and services provided or the type of customer served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into our existing business segments. See “Note 13—Business Segments” for additional information.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information and should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”). Certain financial information that is normally included in the annual financial statements in accordance with U.S. GAAP, but is not required for interim reporting purposes, has been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation of our interim unaudited financial statements are reflected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and related disclosures. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from these estimates. Interim period results may not be indicative of results for the full year.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Capital One Financial Corporation and all other entities in which we have a controlling financial interest. All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.

Significant Accounting Policies

We provide a summary of our significant accounting policies in our 2012 Form 10-K under “Notes to Consolidated Financial Statements—Note 1—Summary of Significant Accounting Policies.” There have been no significant changes to these policies during 2013 other than as disclosed in “Note 5—Allowance for Loan and Lease Losses,” which provides details on our change in our process for estimating the allowance for loan losses and reserve for unfunded lending commitments for our commercial loan portfolio. Below we describe accounting standards that we adopted in 2013 and recently issued accounting standards that we have not yet adopted.

Accounting Standards Adopted in 2013

Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (“FASB”) issued new guidance requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. The new guidance does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified from other comprehensive income to net income. The guidance was effective for reporting periods beginning after December 15, 2012. Our adoption of the guidance on January 1, 2013 had no impact on our financial condition, results of operations or liquidity as it only affects our disclosures. See “Note 10—Stockholders’ Equity” for further details.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Offsetting Financial Assets and Liabilities

Effective January 13, 2013 we were required to disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The disclosures will be required irrespective of whether such instruments are presented gross or net on the balance sheet. The guidance was effective for annual and interim reporting periods beginning on or after January 1, 2013, with comparative retrospective disclosures required for all periods presented. Our adoption of the guidance had no effect on our financial condition, results of operations or liquidity as it only affects our disclosures. See “Note 9—Derivatives Instruments and Hedging Activities” for further details.

Recently Issued but Not Yet Adopted Accounting Standards

Obligations Resulting from Joint and Several Liability Arrangements

In February 2013, the FASB issued guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance clarifies that an entity shall measure obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The guidance is effective for annual and interim periods beginning after December 15, 2013, with early adoption permitted. We do not expect our adoption of this guidance in the first quarter of 2014 to have a significant effect on our financial condition, results of operations or liquidity as the guidance is consistent with our current practice.

New Benchmark Interest Rate for Hedge Accounting Purposes

In July 2013, the FASB issued guidance permitting the use of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate, “OIS”) as a benchmark interest rate for hedge accounting purposes. The addition of OIS expands the number of benchmark interest rates to three, including the US Treasury rate and London Interbank Offered Rate swap rate. The guidance also removes the previous restriction on using different benchmark rates for similar hedges. The guidance is effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. See “Note 9—Derivatives Instruments and Hedging Activities” for further details regarding the impact derivative contracts designated as qualifying accounting hedges have on our financial condition and results of operations.

NOTE 2—DISCONTINUED OPERATIONS

Shutdown of Mortgage Origination Operations of our Wholesale Mortgage Banking Unit

In the third quarter of 2007, we closed the mortgage origination operations of our wholesale mortgage banking unit, GreenPoint Mortgage Funding Inc. (“GreenPoint”), which was acquired by us in December 2006 as part of the North Fork acquisition. The results of the wholesale banking unit have been accounted for as a discontinued operation and are therefore not included in our results from continuing operations for the three and six months ended June 30, 2013 and 2012. We have no significant continuing involvement in these operations.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table summarizes the results from discontinued operations related to the closure of our wholesale mortgage banking unit:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Non-interest expense, net	$	(190	)	$	(160	)	$	(315	)	$	(321	)
Loss from discontinued operations before taxes		(190	)		(160	)		(315	)		(321	)
Income tax benefit		(71	)		(60	)		(118	)		(119	)
Loss from discontinued operations	$	(119	)	$	(100	)	$	(197	)	$	(202	)

The loss from discontinued operations includes an expense of $187 million ($117 million, net of tax) and $154 million ($97 million, net of tax) for the second quarter of 2013 and 2012, respectively, and $294 million ($184 million, net of tax) and $307 million ($194 million, net of tax) for the first six months of 2013 and 2012, respectively, attributable to provisions for mortgage loan repurchase losses related to representations and warranties provided on loans previously sold to third parties by the wholesale mortgage banking unit. See “Note 14—Commitments, Contingencies and Guarantees” for further details.

The discontinued mortgage origination operations of our wholesale mortgage banking unit had remaining assets, which consisted primarily of income tax receivables, of $310 million and $309 million as of June 30, 2013 and December 31, 2012, respectively. Liabilities, which primarily consisted of reserves for representations and warranties on loans previously sold to third parties, totaled $930 million and $644 million as of June 30, 2013 and December 31, 2012, respectively.

NOTE 3—INVESTMENT SECURITIES

Our portfolio of investment securities available for sale, which had a fair value of $62.6 billion as of June 30, 2013 and $64.0 billion as of December 31, 2012, consisted primarily of the following: U.S. Treasury debt, U.S. agency debt and corporate debt securities guaranteed by U.S. government agencies; agency and non-agency mortgage-backed securities (“MBS”); other asset-backed securities and other investments. Based on fair value, investments in U.S. Treasury, agency securities and other securities guaranteed by the U.S. government or agencies of the U.S. government represented 77% of our total investment securities available for sale as of both June 30, 2013, and December 31, 2012.

Securities at Amortized Cost and Fair Value

Substantially all of our investment securities were classified as available for sale as of June 30, 2013 and December 31, 2012 and reported in our condensed consolidated balance sheets at fair value. We did not have any investment securities designated as held to maturity as of June 30, 2013. We had $9 million of investment securities designated as held to maturity as of December 31, 2012. These investment securities are included in other assets in our condensed consolidated balance sheets.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following tables present the amortized cost, fair value and corresponding gross unrealized gains (losses), by major security type, for our investment securities as of June 30, 2013 and December 31, 2012. The gross unrealized gains (losses) related to our available-for-sale investment securities are recorded, net of tax, as a component of accumulated other comprehensive income (“AOCI”).

	June 30, 2013
(Dollars in millions)	Amortized Cost		Total Gross Unrealized Gains		Gross Unrealized Losses- OTTI(1)			Gross Unrealized Losses- Other(2)			Total Gross Unrealized Losses			Fair Value
Securities available for sale:
U.S. Treasury debt obligations	$	838	$	2	$	0		$	0		$	0		$	840
U.S. agency debt obligations(3)		101		0		0			0			0			101
Corporate debt securities guaranteed by U.S. government agencies(4)		1,240		2		0			(38	)		(38	)		1,204
Residential mortgage-backed securities (“RMBS”):
Agency(5)		40,798		267		0			(1,202	)		(1,202	)		39,863
Non-agency		3,393		326		(16	)		(19	)		(35	)		3,684
Total RMBS		44,191		593		(16	)		(1,221	)		(1,237	)		43,547
Commercial mortgage-backed securities (“CMBS”):
Agency(5)		5,984		28		0			(126	)		(126	)		5,886
Non-agency		1,713		16		0			(63	)		(63	)		1,666
Total CMBS		7,697		44		0			(189	)		(189	)		7,552
Other asset-backed securities (“ABS”)(6)		7,405		45		0			(36	)		(36	)		7,414
Other securities(7)		1,957		31		0			(44	)		(44	)		1,944
Total securities available for sale	$	63,429	$	717	$	(16	)	$	(1,528	)	$	(1,544	)	$	62,602

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
(Dollars in millions)	Amortized Cost		Total Gross Unrealized Gains		Gross Unrealized Losses- OTTI(1)			Gross Unrealized Losses- Other(2)			Total Gross Unrealized Losses			Fair Value
Securities available for sale:
U.S. Treasury debt obligations	$	1,548	$	4	$	0		$	0		$	0		$	1,552
U.S. agency debt obligations(3)		301		2		0			(1	)		(1	)		302
Corporate debt securities guaranteed by U.S. government agencies(4)		1,003		10		0			(1	)		(1	)		1,012
Residential mortgage-backed securities (“RMBS”):
Agency(5)		39,408		652		0			(58	)		(58	)		40,002
Non-agency		3,607		312		(38	)		(10	)		(48	)		3,871
Total RMBS		43,015		964		(38	)		(68	)		(106	)		43,873
Commercial mortgage-backed securities (“CMBS”):
Agency(5)		6,045		103		0			(4	)		(4	)		6,144
Non-agency		1,425		62		0			(2	)		(2	)		1,485
Total CMBS		7,470		165		0			(6	)		(6	)		7,629
Other asset-backed securities (“ABS”)(6)		8,393		70		0			(5	)		(5	)		8,458
Other securities(7)		1,120		34		0			(1	)		(1	)		1,153
Total securities available for sale	$	62,850	$	1,249	$	(38	)	$	(82	)	$	(120	)	$	63,979

⁽¹⁾ Represents the amount of cumulative non-credit other-than-temporary impairment (“OTTI”) losses recorded in AOCI. These losses are included in total gross unrealized losses.

⁽²⁾ Represents the amount of cumulative gross unrealized losses on securities for which we have not recognized OTTI.

⁽³⁾ Includes debt securities issued by Fannie Mae and Freddie Mac with an amortized cost of $100 million and $300 million as of June 30, 2013 and December 31, 2012, respectively, and fair value of $100 million and $302 million as of June 30, 2013 and December 31, 2012, respectively.

⁽⁴⁾ Consists of corporate debt securities guaranteed by other U.S. government agencies, such as the Export-Import Bank of the United States.

⁽⁵⁾ Includes MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae, each of which individually exceeded 10% of our stockholders’ equity as of the end of each reported period. Fannie Mae MBS had an amortized cost of $26.0 billion and $22.9 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $25.2 billion and $23.2 billion as of June 30, 2013 and December 31, 2012, respectively. Freddie Mac MBS had an amortized cost of $12.5 billion and $12.6 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $12.3 billion and $12.9 billion as of June 30, 2013 and December 31, 2012, respectively. Ginnie Mae MBS had an amortized cost of $8.0 billion and $9.9 billion as of June 30, 2013 and December 31, 2012, respectively, and a fair value of $7.9 billion and $10.0 billion as of June 30, 2013 and December 31, 2012, respectively.

⁽⁶⁾ The other asset-backed securities portfolio was collateralized by approximately 66% credit card loans, 19% auto dealer floor plan inventory loans and leases, 7% auto loans, 6% equipment loans, 1% student loans, and 1% of other assets as of June 30, 2013. In comparison, the distribution was approximately 64% credit card loans, 18% auto dealer floor plan inventory loans and leases, 6% auto loans, 5% equipment loans, 1% student loans, 2% commercial paper, and 4% of other assets as of December 31, 2012. Approximately 87% of the securities in our other asset-backed security portfolio were rated AAA or its equivalent as of June 30, 2013, compared with 82% as of December 31, 2012.

⁽⁷⁾ Includes foreign government/agency bonds, covered bonds, corporate securities, municipal securities and equity investments primarily related to activities under the Community Reinvestment Act (“CRA”).

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Securities Available for Sale in a Gross Unrealized Loss Position

The table below provides, by major security type, information about our available-for-sale investment securities in a gross unrealized loss position and the length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2013 and December 31, 2012.

	June 30, 2013
	Less than 12 Months					12 Months or Longer					Total
(Dollars in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Securities available for sale:
U.S. agency debt obligations(1)	$	118	$	0		$	0	$	0		$	118	$	0
Corporate debt securities guaranteed by U.S. government agencies(2)		1,094		(38	)		0		0			1,094		(38	)
RMBS:
Agency(3)		27,138		(1,190	)		931		(12	)		28,069		(1,202	)
Non-agency		340		(19	)		412		(16	)		752		(35	)
Total RMBS		27,478		(1,209	)		1,343		(28	)		28,821		(1,237	)
CMBS:
Agency(3)		3,471		(126	)		6		0			3,477		(126	)
Non-agency		1,134		(62	)		31		(1	)		1,165		(63	)
Total CMBS		4,605		(188	)		37		(1	)		4,642		(189	)
Other ABS		3,271		(34	)		310		(2	)		3,581		(36	)
Other securities		1,146		(44	)		13		0			1,159		(44	)
Total securities available for sale in a gross unrealized loss position	$	37,712	$	(1,513	)	$	1,703	$	(31	)	$	39,415	$	(1,544	)

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
	Less than 12 Months					12 Months or Longer					Total
(Dollars in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Securities available for sale:
U.S. agency debt obligations(1)	$	199	$	(1	)	$	0	$	0		$	199	$	(1	)
Corporate debt securities guaranteed by U.S. government agencies(2)		172		(1	)		0		0			172		(1	)
RMBS:
Agency(3)		8,720		(46	)		884		(12	)		9,604		(58	)
Non-agency		196		(19	)		471		(29	)		667		(48	)
Total RMBS		8,916		(65	)		1,355		(41	)		10,271		(106	)
CMBS:
Agency(3)		1,009		(4	)		0		0			1,009		(4	)
Non-agency		201		(2	)		0		0			201		(2	)
Total CMBS		1,210		(6	)		0		0			1,210		(6	)
Other ABS		1,102		(4	)		99		(1	)		1,201		(5	)
Other securities		103		0			13		(1	)		116		(1	)
Total securities available for sale in a gross unrealized loss position	$	11,702	$	(77	)	$	1,467	$	(43	)	$	13,169	$	(120	)

⁽¹⁾ Includes debt securities issued by Fannie Mae and Freddie Mac.

⁽²⁾ Includes corporate debt securities guaranteed by other U.S. government agencies, such as the Export-Import Bank of the United States.

⁽³⁾ Includes mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

The gross unrealized losses on our available-for-sale securities investment of $1.5 billion as of June 30, 2012 relate to 1,369 individual securities. Our investments in non-agency MBS and non-agency asset-backed securities accounted for $134 million, or 9%, of total gross unrealized losses as of June 30, 2013. Of the $1.5 billion gross unrealized losses as of June 30, 2013, $31 million related to investment securities that had been in a loss position for 12 months or longer. As discussed in more detail below, we conduct periodic reviews of all investment securities with unrealized losses to assess whether the impairment is other-than-temporary. Based on our assessments, we have recorded OTTI for a portion of our non-agency residential MBS, which is discussed in more detail in the “Other-Than-Temporary Impairment” section of this footnote.

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CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Maturities and Yields of Securities Available for Sale

The following table summarizes the remaining scheduled contractual maturities, assuming no prepayments, of our investment securities as of June 30, 2013:

	June 30, 2013
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	1,777	$	1,780
Due after 1 year through 5 years		6,680		6,684
Due after 5 years through 10 years		5,150		5,014
Due after 10 years(1)		49,822		49,124
Total	$	63,429	$	62,602

⁽¹⁾ Investments with no stated maturities, which consist of equity securities, are included with contractual maturities due after 10 years.

79

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Because borrowers may have the right to call or prepay certain obligations, the expected maturities of our securities are likely to differ from the scheduled contractual maturities presented above. The table below summarizes, by major security type, the expected maturities and the weighted average yields of our investment securities as of June 30, 2013.

	June 30, 2013
	Due in 1 Year or Less					Due > 1 Year through 5 Years					Due > 5 Years through 10 Years					Due > 10 Years					Total
(Dollars in millions)	Amount		Average Yield(1)			Amount		Average Yield(1)			Amount		Average Yield(1)			Amount		Average Yield(1)			Amount		Average Yield(1)
Fair value of securities available for sale:
U.S. Treasury debt obligations	$	0		0.00	%	$	840		0.50	%	$	0		0.00	%	$	0		0.00	%	$	840		0.50	%
U.S. agency debt obligations(2)		101		4.59			0		0.00			0		0.00			0		0.00			101		4.59
Corporate debt securities guaranteed by U.S. government agencies(3)		0		0.00			202		1.92			988		1.79			14		3.48			1,204		1.83
RMBS:
Agency(4)		320		3.42			8,232		2.94			26,061		2.45			5,250		2.57			39,863		2.57
Non-agency		66		8.47			1,692		7.55			1,778		8.37			148		8.93			3,684		8.02
Total RMBS		386		4.25			9,924		3.69			27,839		2.78			5,398		2.73			43,547		2.99
CMBS:
Agency(4)		197		1.62			3,160		1.95			2,521		2.39			8		6.85			5,886		2.14
Non-agency		200		3.64			294		3.40			1,154		3.08			18		3.04			1,666		3.20
Total CMBS		397		2.63			3,454		2.07			3,675		2.61			26		4.10			7,552		2.37
Other ABS		1,221		1.09			5,508		1.06			587		2.94			98		6.31			7,414		1.28
Other securities(5)		840		0.90			439		1.48			540		2.56			125		0.04			1,944		1.47
Total securities available for sale	$	2,945		1.78	%	$	20,367		2.49	%	$	33,629		2.73	%	$	5,661		2.75	%	$	62,602		2.61	%
Amortized cost of securities available for sale	$	2,942				$	20,137				$	34,415				$	5,935				$	63,429

⁽¹⁾ Yields are calculated based on the amortized cost of each security.

⁽²⁾ Includes debt securities issued by Fannie Mae and Freddie Mac.

⁽³⁾ Includes corporate debt securities guaranteed by other U.S. government agencies, such as the Export-Import Bank of the United States.

⁽⁴⁾ Includes mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

⁽⁵⁾ Yields of tax-exempt securities are calculated on a fully taxable-equivalent (“FTE”) basis.

80

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Other-Than-Temporary Impairment

We evaluate all securities in an unrealized loss position at least quarterly, and more often as market conditions require, to assess whether the impairment is other-than-temporary. Our OTTI assessment is a subjective process requiring the use of judgments and assumptions. Accordingly, we consider a number of qualitative and quantitative criteria in our assessment, including the extent and duration of the impairment; recent events specific to the issuer and/or industry to which the issuer belongs; the payment structure of the security; external credit ratings and the failure of the issuer to make scheduled interest or principal payments; the value of underlying collateral; our intent and ability to hold the security; and current market conditions.

We assess and recognize OTTI in accordance with the accounting guidance for recognition and presentation of OTTI. Under this guidance, if we determine that impairment on our debt securities is other-than-temporary and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings. If we have not made a decision to sell the security and we do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we recognize only the credit component of OTTI in earnings. The remaining unrealized loss due to factors other than credit, or the non-credit component, is recorded in AOCI. We determine the credit component based on the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted based on the effective yield. The non-credit component represents the difference between the security’s fair value and the present value of expected future cash flows.

We recorded net OTTI in earnings totaling $4 million and $13 million for the three months ended June 30, 2013 and 2012, respectively, and $29 million and $27 million for the six months ended June 30, 2013 and 2012, respectively. The cumulative non-credit related portion of OTTI on these securities recorded in AOCI totaled $25 million of unrealized gain and $116 million of unrealized loss as of June 30, 2013 and 2012, respectively. We estimate the portion of losses attributable to credit using a discounted cash flow model and we estimate the expected cash flows from the underlying collateral using internal information to derive key assumptions. This tool takes into consideration security specific delinquencies, product specific delinquency roll rates and expected severities. Key assumptions used in estimating the expected cash flows include default rates, loss severity and prepayment rates. Assumptions used can vary widely based on the collateral underlying the securities and are influenced by factors such as collateral type, loan interest rate, geographical location of the borrower, and borrower characteristics.

We believe the $1.5 billion gross unrealized losses as of June 30, 2013 related to securities for which we have not recognized OTTI are attributable to issuer specific credit spreads and changes in market interest rates and asset spreads. Therefore, we currently do not expect to incur credit losses related to these securities. In addition, we have no intent to sell these securities with unrealized losses, and it is not more likely than not that we will be required to sell these securities prior to recovery of their amortized cost. Accordingly, we have concluded that the impairment on these securities is not other than temporary.

81

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The table below presents activity for the three and six months ended June 30, 2013 and 2012, related to the credit component of OTTI recognized in earnings on investment debt securities:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2013		2012		2013		2012
Credit loss component, beginning of period	$	145	$	82	$	120	$	68
Additions:
Initial credit impairment		3		9		11		10
Subsequent credit impairment		1		4		18		17
Total additions		4		13		29		27
Reductions:
Sales of credit-impaired securities		0		0		0		0
Total reductions		0		0		0		0
Credit loss component, end of period	$	149	$	95	$	149	$	95

AOCI Related to Securities Available for Sale

The table below presents for the three and six months ended June 30, 2013 and 2012, the changes in AOCI, net of tax, related to our available-for-sale securities. The net unrealized gains (losses) represent the fair value adjustments recorded on available-for-sale securities, net of tax, during the period. The net reclassification adjustment for net realized losses (gains) represents the amount of those fair value adjustments, net of tax, that were recognized in earnings due to the sale of available-for-sale securities.

	Three Months Ended June 30,
	2013									2012
(Dollars in millions)	Before Tax			Tax			After Tax			Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	920		$	347		$	573		$	480		$	170		$	310
Net unrealized gains (losses)		(1,746	)		(657	)		(1,089	)		217			90			127
Net realized gains reclassified from AOCI into earnings		(1	)		0			(1	)		(30	)		(11	)		(19	)
Ending balance AOCI related to securities available for sale	$	(827	)	$	(310	)	$	(517	)	$	667		$	249		$	418

	Six Months Ended June 30,
	2013									2012
(Dollars in millions)	Before Tax			Tax			After Tax			Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	1,129		$	426		$	703		$	456		$	170		$	286
Net unrealized gains (losses)		(1,953	)		(735	)		(1,218	)		252			94			158
Net realized gains reclassified from AOCI into earnings		(3	)		(1	)		(2	)		(41	)		(15	)		(26	)
Ending balance AOCI related to securities available for sale	$	(827	)	$	(310	)	$	(517	)	$	667		$	249		$	418

82

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Realized Gains and Losses on Securities Available for Sale

The following table presents the gross realized gains and losses on the sale and redemption of securities available for sale recognized in earnings for the three and six months ended June 30, 2013 and 2012. The gross realized investment losses presented below exclude credit losses recognized in earnings attributable to OTTI. We also present the proceeds from the sale of investment securities available for sale for the periods presented. The investment securities we sold were predominantly agency MBS.

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Gross realized investment gains	$	3		$	32		$	6		$	49
Gross realized investment losses		(2	)		(2	)		(3	)		(8	)
Net realized gains	$	1		$	30		$	3		$	41
Total proceeds from sales	$	600		$	6,921		$	1,320		$	14,258

Securities Pledged

As part of our liquidity management strategy, we pledge securities to secure borrowings from counterparties including the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank. We also pledge securities to secure trust and public deposits and for other purposes as required or permitted by law. We pledged securities with a fair value of $16.9 billion and $13.8 billion as of June 30, 2013 and December 31, 2012, respectively, primarily related to FHLB transaction and Public Fund deposits. We accepted securities with a fair value of $268 million and $238 million as of June 30, 2013 and December 31, 2012, respectively, primarily related to our derivative transactions.

Securities Acquired

Our investment portfolio includes certain securities acquired in the ING Direct acquisition and other securities we purchased that were deemed to be credit impaired as of the purchase date. In accordance with accounting guidance for purchased credit-impaired securities, we recorded these securities a fair value as of the purchase date and determined the contractually required payments due based on the total undiscounted amount of all uncollected principal and interest payments, adjusted for the effect of estimated prepayments. We then estimated the undiscounted cash flows we expect to collect. The difference between the contractually required payments due and the cash flows we expect to collect at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference. The nonaccretable difference, which is neither accreted into income nor recorded on our consolidated balance sheet, reflects estimated future credit losses expected to be incurred over the life of the security. The excess of cash flows expected to be collected over the estimated fair value of credit-impaired debt securities at acquisition is referred to as the accretable yield, which is accreted into interest income over the remaining life of the security using the effective interest method. Subsequent to acquisition, we complete quarterly evaluations of expected cash flows. Decreases in expected cash flows attributable to credit result in the recognition of other-than-temporary impairment. Increases in expected cash flows are recognized prospectively over the remaining life of the security as an adjustment to the accretable yield.

83

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Outstanding Balance and Carrying Value of Acquired Securities

The table below presents the outstanding contractual balance and the carrying value of the acquired credit-impaired investment debt securities as of June 30, 2013:

	June 30, 2013
(Dollars in millions)	Purchased Credit-Impaired Securities
Contractual principal and interest	$	5,038
Carrying value	$	2,524

Changes in Accretable Yield of Acquired Securities

The following table presents changes in the accretable yield related to the acquired credit-impaired investment debt securities:

(Dollars in millions)	Purchased Credit-Impaired Securities
Accretable yield as of December 31, 2011	$	0
Additions from new acquisitions(1)		1,743
Accretion recognized in earnings		(202	)
Reductions due to disposals, transfers, and other non-credit related changes		0
Net reclassifications (to)/from nonaccretable difference		(29	)
Accretable yield as of December 31, 2012	$	1,512
Additions from new acquisitions		62
Accretion recognized in earnings		(120	)
Reductions due to disposals, transfers, and other non-credit related changes		1
Net reclassifications (to)/from nonaccretable difference		(13	)
Accretable yield as of June 30, 2013	$	1,442

⁽¹⁾ Includes securities acquired in the ING Direct acquisition as well as other securities purchased.

NOTE 4—LOANS

Loan Portfolio Composition

Our total loan portfolio consists of loans held for investment, loans held for sale and loans held in our securitizations. Our loan portfolio, by business segment, consists of credit card, consumer banking and commercial banking loans. Credit card loans consist of domestic and international credit card loans as well as installment loans. Consumer banking loans consist of auto, home, and retail banking loans. Commercial banking loans consist of commercial and multifamily real estate, commercial and industrial, and small-ticket commercial real estate loans.

Loans Acquired in Business Acquisitions

Our portfolio of loans held for investment includes loans acquired in the Chevy Chase Bank (“CCB”), ING Direct and 2012 U.S. card acquisitions. These loans were recorded at fair value as of the date of each acquisition.

84

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Acquired Loans Accounted for Based on Expected Cash Flows

We use the term “acquired loans” to refer to a limited portion of the credit card loans acquired in the 2012 U.S. card acquisition and the substantial majority of consumer and commercial loans acquired in the ING Direct and CCB acquisitions, which are accounted for based on expected cash flows to be collected. Acquired loans accounted for based on expected cash flows to be collected was $32.3 billion as of June 30, 2013, compared with $37.1 billion as of December 31, 2012.

We regularly update our estimate of the amount of expected principal and interest to be collected from these loans and evaluate the results on an aggregated pool basis for loans with common risk characteristics. Probable decreases in expected loan principal cash flows would trigger the recognition of impairment through our provision for credit losses. Probable and significant increases in expected cash flows would first reverse any previously recorded allowance for loan and lease losses established subsequent to acquisition, with any remaining increase in expected cash flows recognized prospectively in interest income over the remaining estimated life of the underlying loans. We reduced the allowance and provision for credit losses by $16 million for the three months ended June 30, 2013 and reduced the allowance and provision for credit losses by $15 million for the six months ended June 30, 2013 related to certain pools of acquired loans. The cumulative impairment recognized on acquired loans totaled $42 million and $57 million as of June 30, 2013 and December 31, 2012, respectively. The credit performance of the remaining pools has generally been in line with our expectations, and, in some cases, more favorable than expected, which has resulted in the reclassification of amounts from the nonaccretable difference to the accretable yield.

The table below presents the composition of our portfolio of loans held for investment, which includes restricted loans for securitization investors, as of June 30, 2013 and December 31, 2012.

(Dollars in millions)	June 30, 2013		December 31, 2012
Credit Card business:
Domestic credit card loans	$	69,986	$	82,328
International credit card loans		7,820		8,614
Total credit card loans		77,806		90,942
Domestic installment loans		504		813
Total credit card		78,310		91,755
Consumer Banking business:
Auto		29,369		27,123
Home loan		39,163		44,100
Other retail		3,686		3,904
Total consumer banking		72,218		75,127
Commercial Banking business:(1)
Commercial and multifamily real estate		18,570		17,732
Commercial and industrial		21,170		19,892
Total commercial lending.		39,740		37,624
Small-ticket commercial real estate.		1,065		1,196
Total commercial banking		40,805		38,820
Other:
Other loans.		179		187
Total loans	$	191,512	$	205,889

⁽¹⁾ Includes construction loans and land development loans totaling $2.2 billion and $2.1 billion as of June 30, 2013 and December 31, 2012, respectively.

85

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

On February 19, 2013, we announced our agreement with Best Buy Stores, L.P. (“Best Buy”) to end our contractual credit card relationship early and to sell the Best Buy loan portfolio of private label and co-branded credit card accounts that we acquired in the 2012 U.S. card acquisition to Citibank, N.A. (“Citibank”). We reclassified the assets subject to the sale agreement, which included loans of approximately $7 billion as of the date of the transfer, to the held for sale category from the held for investment category in the first quarter. The sale of the portfolio to Citibank, which is subject to customary closing conditions, and early termination of the Best Buy partnership are expected to be finalized in the third quarter of 2013.

We transferred the net assets subject to the sale agreement to the held for sale category upon meeting the pertinent criteria for this classification during the first quarter of 2013. The loan portfolio was transferred to held for sale based upon the carrying value of the loans, including the transfer of the allowance for loan losses. All other net assets subject to the sale agreement were transferred to held for sale at fair value less costs to sell. We had total loans held for sale of $6.2 billion and $201 million as of June 30, 2013 and December 31, 2012, respectively. We will continue to recognize interest and fee income on the transferred loans, but will not recognize any impacts from charge-offs and recoveries unless these net charge-offs exceed the associated transferred allowance for loan losses. The amortization and accretion on the related intangibles ceased upon the transfer to the held for sale category.

Credit Quality

We closely monitor economic conditions and loan performance trends to manage and evaluate our exposure to credit risk. Trends in delinquency ratios are an indicator, among other considerations, of credit risk within our loan portfolios. The level of nonperforming assets represents another indicator of the potential for future credit losses. Accordingly, key metrics we track and use in evaluating the credit quality of our loan portfolio include delinquency and nonperforming asset rates, as well as charge-off rates and our internal risk ratings of larger balance, commercial loans.

The following table summarizes the payment status of loans in our total loan portfolio, including an aging of delinquent loans, loans 90 days or more past due continuing to accrue interest and loans classified as nonperforming. We present the information below on the credit performance of our loan portfolio, by major loan category, including key metrics that we use in tracking changes in the credit quality of each of our loan portfolios. The delinquency aging includes all past due loans, both performing and nonperforming, as of June 30, 2013 and December 31, 2012.

Loans 90 days or more past due totaled approximately $1.7 billion and $2.3 billion as of June 30, 2013 and December 31, 2012, respectively. Loans classified as nonperforming totaled $930 million and $1.1 billion as of June 30, 2013 and December 31, 2012, respectively.

86

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	June 30, 2013
(Dollars in millions)	Current			30-59 Days			60-89 Days			³ 90 Days			Total Delinquent Loans			Acquired Loans			Total Loans			³ 90 Days and Accruing(1)			Nonperforming Loans(1)
Credit Card:
Domestic credit card	$	68,253		$	701		$	454		$	993		$	2,148		$	89		$	70,490		$	993		$	0
International credit card		7,445			148			84			143			375			0			7,820			93			94
Total credit card		75,698			849			538			1,136			2,523			89			78,310			1,086			94
Consumer Banking:
Auto		27,461			1,253			517			129			1,899			9			29,369			0			128
Home loan		7,040			55			23			249			327			31,796			39,163			0			398
Retail banking		3,599			18			9			22			49			38			3,686			1			40
Total consumer banking		38,100			1,326			549			400			2,275			31,843			72,218			1			566
Commercial Banking:
Commercial and multifamily real estate		18,260			84			43			78			205			105			18,570			5			96
Commercial and industrial		20,830			55			19			65			139			201			21,170			15			136
Total commercial lending		39,090			139			62			143			344			306			39,740			20			232
Small-ticket commercial real estate		1,046			12			3			4			19			0			1,065			0			12
Total commercial banking		40,136			151			65			147			363			306			40,805			20			244
Other:
Other loans		114			5			3			20			28			37			179			0			26
Total.	$	154,048		$	2,331		$	1,155		$	1,703		$	5,189		$	32,275		$	191,512		$	1,107		$	930
% of Total loans		80.4	%		1.2	%		0.6	%		0.9	%		2.7	%		16.9	%		100.0	%		0.6	%		0.5	%

87

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Dollars in millions)	December 31, 2012
	Current			30-59 Days			60-89 Days			³ 90 Days			Total Delinquent Loans			Acquired Loans			Total Loans			³ 90 Days and Accruing(1)			Nonperforming Loans(1)
Credit Card:
Domestic credit card	$	79,852		$	932		$	659		$	1,410		$	3,001		$	288		$	83,141		$	1,410		$	0
International credit card		8,227			145			89			153			387			0			8,614			100			100
Total credit card		88,079			1,077			748			1,563			3,388			288			91,755			1,510			100
Consumer Banking:
Auto		25,057			1,341			559			149			2,049			17			27,123			0			149
Home loan		7,317			63			29			288			380			36,403			44,100			0			422
Retail banking		3,789			26			10			45			81			34			3,904			1			71
Total consumer banking		36,163			1,430			598			482			2,510			36,454			75,127			1			642
Commercial Banking:
Commercial and multifamily real estate		17,357			64			77			107			248			127			17,732			2			137
Commercial and industrial		19,525			57			3			75			135			232			19,892			14			133
Total commercial lending		36,882			121			80			182			383			359			37,624			16			270
Small-ticket commercial real estate		1,153			28			9			6			43			0			1,196			0			12
Total commercial banking		38,035			149			89			188			426			359			38,820			16			282
Other:
Other loans		118			8			5			23			36			33			187			0			30
Total	$	162,395		$	2,664		$	1,440		$	2,256		$	6,360		$	37,134		$	205,889		$	1,527		$	1,054
% of Total loans		78.9	%		1.3	%		0.7	%		1.1	%		3.1	%		18.0	%		100.0	%		0.7	%		0.5	%

⁽¹⁾ Acquired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Credit Card

Our credit card loan portfolio is generally highly diversified across millions of accounts and multiple geographies without significant individual exposures. We therefore generally manage credit risk on a portfolio basis. The risk in our credit card portfolio is correlated with broad economic trends, such as unemployment rates, gross domestic product (“GDP”), and home values, as well as customer liquidity, which can have a material effect on credit performance. The primary factors we assess in monitoring the credit quality and risk of our credit card portfolio are delinquency and charge-off trends, including an analysis of the migration of loans between delinquency categories over time. The table below displays the geographic profile of our credit card loan portfolio and delinquency statistics as of as of June 30, 2013 and December 31, 2012. We also present comparative net charge-offs for the second quarter and first six months of 2013 and 2012.

88

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Credit Card: Risk Profile by Geographic Region and Delinquency Status

	June 30, 2013
(Dollars in millions)	Loans		% of Total(1)			Acquired Loans		% of Total(1)			Total		% of Total(1)
Domestic credit card and installment loans:
California	$	7,637		9.8	%	$	9		0.0	%	$	7,646		9.8	%
New York		5,063		6.5			7		0.0			5,070		6.5
Texas		4,779		6.1			7		0.0			4,786		6.1
Florida		4,097		5.2			5		0.0			4,102		5.2
Illinois		3,473		4.4			4		0.0			3,477		4.4
Pennsylvania		3,291		4.2			4		0.0			3,295		4.2
Ohio.		2,845		3.6			4		0.0			2,849		3.6
New Jersey		2,623		3.3			3		0.0			2,626		3.3
Michigan		2,499		3.2			3		0.0			2,502		3.2
Other		34,094		43.6			43		0.1			34,137		43.7
Total domestic credit card and installment loans		70,401		89.9			89		0.1			70,490		90.0
International credit card:
United Kingdom		3,290		4.2			0		0.0			3,290		4.2
Canada.		4,530		5.8			0		0.0			4,530		5.8
Total international credit card		7,820		10.0			0		0.0			7,820		10.0
Total credit card and installment loans	$	78,221		99.9	%	$	89		0.1	%	$	78,310		100.0	%
Selected credit metrics:
30+ day delinquencies(2)	$	2,498		3.19	%	$	25		0.03	%	$	2,523		3.22	%
90+ day delinquencies(2)		1,126		1.44			10		0.01			1,136		1.45

89

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
(Dollars in millions)	Loans		% of Total(1)			Acquired Loans		% of Total(1)			Total		% of Total(1)
Domestic credit card and installment loans:
California	$	9,245		10.0	%	$	31		0.1	%	$	9,276		10.1	%
Texas		5,910		6.5			23		0.0			5,933		6.5
New York		5,846		6.4			23		0.0			5,869		6.4
Florida		4,835		5.3			17		0.0			4,852		5.3
Illinois		4,100		4.5			15		0.0			4,115		4.5
Pennsylvania		3,861		4.2			14		0.0			3,875		4.2
Ohio		3,351		3.6			12		0.0			3,363		3.6
New Jersey		3,060		3.3			10		0.0			3,070		3.3
Michigan		2,917		3.2			11		0.0			2,928		3.2
Other		39,728		43.3			132		0.2			39,860		43.5
Total domestic credit card and installment loans		82,853		90.3			288		0.3			83,141		90.6
International credit card:
United Kingdom		3,678		4.0			0		0.0			3,678		4.0
Canada		4,936		5.4			0		0.0			4,936		5.4
Total international credit card		8,614		9.4			0		0.0			8,614		9.4
Total credit card and installment loans	$	91,467		99.7	%	$	288		0.3	%	$	91,755		100.0	%
Selected credit metrics:
30+ day delinquencies(2)	$	3,326		3.62	%	$	62		0.07	%	$	3,388		3.69	%
90+ day delinquencies(2)		1,530		1.67			33		0.03			1,563		1.70

	Three Months Ended June 30,										Six Months Ended June 30,
	2013					2012					2013					2012
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs:
Domestic credit card	$	749		4.28	%	$	510		2.86	%	$	1,576		4.36	%	$	1,041		3.32	%
International credit card		101		5.08			112		5.49			196		4.83			227		5.51
Total(3)	$	850		4.36	%	$	622		3.13	%	$	1,772		4.41	%	$	1,268		3.57	%

⁽¹⁾ Percentages by geographic region within the domestic and international credit card portfolios are calculated based on the total held-for-investment credit card loans as of the end of the reported period.

⁽²⁾ Delinquency rates calculated by dividing delinquent credit card loans by the total balance of credit card loans held for investment as of the end of the reported period.

⁽³⁾ Calculated by dividing annualized net charge-offs by average credit card loans held for investment for the three and six months ended June 30, 2013 and 2012.

The 30+ day delinquency rate for our entire credit card loan portfolio decreased to 3.22% as of June 30, 2013, from 3.69% as of December 31, 2012, reflecting underlying credit improvement trends.

90

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Consumer Banking

Our consumer banking loan portfolio consists of auto, home loan and retail banking loans. Similar to our credit card loan portfolio, the risk in our consumer banking loan portfolio is correlated with broad economic trends, such as unemployment rates, GDP, and home values, as well as customer liquidity, all of which can have a material effect on credit performance. Delinquency, nonperforming loans and charge-off trends are key factors we assess in monitoring the credit quality and risk of our consumer banking loan portfolio. The table below displays the geographic profile of our consumer banking loan portfolio, including acquired loans. We also present the delinquency and nonperforming loan rates of our consumer banking loan portfolio, excluding acquired loans, as of June 30, 2013 and December 31, 2012, and net charge-offs for the second quarter and first six months of 2013 and 2012.

Consumer Banking: Risk Profile by Geographic Region, Delinquency Status and Performing Status

(Dollars in millions)	June 30, 2013
	Loans					Acquired Loans					Total
	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	4,491		6.2	%	$	0		0.0	%	$	4,491		6.2	%
California		2,991		4.1			0		0.0			2,991		4.1
Florida		1,813		2.5			0		0.0			1,813		2.5
Louisiana		1,621		2.2			0		0.0			1,621		2.2
Georgia		1,518		2.1			0		0.0			1,518		2.1
Illinois		1,197		1.7			0		0.0			1,197		1.7
Ohio		1,137		1.6			0		0.0			1,137		1.6
Other		14,592		20.1			9		0.1			14,601		20.2
Total auto		29,360		40.5			9		0.1			29,369		40.6
Home loan:
California		1,093		1.5			8,035		11.1			9,128		12.6
New York		1,585		2.2			1,405		1.9			2,990		4.1
Illinois		95		0.1			2,487		3.5			2,582		3.6
Maryland		407		0.6			1,657		2.3			2,064		2.9
New Jersey		375		0.5			1,547		2.2			1,922		2.7
Virginia		337		0.5			1,553		2.1			1,890		2.6
Florida		175		0.2			1,648		2.3			1,823		2.5
Other		3,300		4.6			13,464		18.6			16,764		23.2
Total home loan		7,367		10.2			31,796		44.0			39,163		54.2
Retail banking:
Louisiana		1,308		1.8			0		0.0			1,308		1.8
New York		845		1.2			0		0.0			845		1.2
Texas		794		1.2			0		0.0			794		1.2
New Jersey		283		0.4			0		0.0			283		0.4
Maryland		110		0.1			20		0.0			130		0.1
Virginia		80		0.1			13		0.0			93		0.1
California		42		0.1			0		0.0			42		0.1
Other		186		0.3			5		0.0			191		0.3
Total retail banking		3,648		5.2			38		0.0			3,686		5.2
Total consumer banking	$	40,375		55.9	%	$	31,843		44.1	%	$	72,218		100.0	%

91

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Dollars in millions)	June 30, 2013
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,899		6.46	%	$	327		0.84	%	$	49		1.34	%	$	2,275		3.15	%
90+ day delinquencies		129		0.44			249		0.64			22		0.59			400		0.55
Nonperforming loans		128		0.44			398		1.02			40		1.10			566		0.78

(Dollars in millions)	December 31, 2012
	Loans					Acquired Loans					Total
	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	4,317		5.7	%	$	0		0.0	%	$	4,317		5.7	%
California		2,676		3.6			0		0.0			2,676		3.6
Florida		1,621		2.1			0		0.0			1,621		2.1
Louisiana		1,504		2.0			0		0.0			1,504		2.0
Georgia		1,404		1.9			0		0.0			1,404		1.9
Illinois		1,134		1.5			0		0.0			1,134		1.5
Ohio		1,032		1.4			0		0.0			1,032		1.4
Other		13,418		17.8			17		0.1			13,435		17.9
Total auto		27,106		36.0			17		0.1			27,123		36.1
Home loan:
California		1,168		1.6			9,098		12.1			10,266		13.7
New York		1,678		2.2			1,598		2.1			3,276		4.3
Illinois		102		0.1			2,875		3.8			2,977		3.9
Maryland		403		0.5			1,878		2.5			2,281		3.0
New Jersey		402		0.5			1,717		2.3			2,119		2.8
Virginia		342		0.5			1,748		2.3			2,090		2.8
Florida		183		0.3			1,863		2.5			2,046		2.8
Other		3,419		4.6			15,626		20.8			19,045		25.4
Total home loan		7,697		10.3			36,403		48.4			44,100		58.7
Retail banking:
Louisiana		1,447		1.9			0		0.0			1,447		1.9
New York		864		1.2			0		0.0			864		1.2
Texas		844		1.1			0		0.0			844		1.1
New Jersey		312		0.4			0		0.0			312		0.4
Maryland		96		0.1			20		0.1			116		0.2
Virginia		78		0.1			9		0.0			87		0.1
California		47		0.1			0		0.0			47		0.1
Other		182		0.2			5		0.0			187		0.2
Total retail banking		3,870		5.1			34		0.1			3,904		5.2
Total consumer banking	$	38,673		51.4	%	$	36,454		48.6	%	$	75,127		100.0	%

92

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

(Dollars in millions)	December 31, 2012
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	2,049		7.55	%	$	380		0.86	%	$	81		2.07	%	$	2,510		3.34	%
90+ day delinquencies		149		0.55			288		0.65			45		1.15			482		0.64
Nonperforming loans		149		0.55			422		0.96			71		1.82			642		0.85

(Dollars in millions)	Three Months Ended June 30, 2013
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	92		1.28	%	$	4		0.03	%	$	14		1.50	%	$	110		0.60	%

(Dollars in millions)	Three Months Ended June 30, 2012
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	68		1.11	%	$	12		0.09	%	$	13		1.27	%	$	93		0.48	%

(Dollars in millions)	Six Months Ended June 30, 2013
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	214		1.52	%	$	8		0.04	%	$	31		1.68	%	$	253		0.69	%

(Dollars in millions)	Six Months Ended June 30, 2012
	Auto					Home Loan					Retail Banking					Total Consumer Banking
	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	147		1.25	%	$	27		0.13	%	$	27		1.33	%	$	201		0.60	%

⁽¹⁾ Percentages by geographic region are calculated based on the total held-for-investment consumer banking loans as of the end of the reported period.

⁽²⁾ Credit performance statistics exclude acquired loans, which were recorded at fair value at acquisition. Although acquired loans may be contractually delinquent, we separately track these loans and do not include them in our delinquency and nonperforming loan statistics as the fair value recorded at acquisition included an estimate of credit losses expected to be realized over the remaining lives of the loans.

⁽³⁾ Calculated by dividing annualized net charge-offs by average loans held for investment for the three and six months ended June 30, 2013 and 2012.

Home Loan

Our home loan portfolio consists of both first-lien and second-lien residential mortgage loans. In evaluating the credit quality and risk of our home loan portfolio, we continually monitor a variety of mortgage loan characteristics that may affect the default experience on our overall home loan portfolio, such as vintage, geographic concentrations, lien priority and product type. Certain loan concentrations have experienced higher delinquency rates as a result of the significant decline in home prices since the home price peak in 2006 and the rise in unemployment. These loan concentrations include loans originated between 2006 and 2008 in an environment of decreasing home sales, broadly declining home prices and more relaxed underwriting standards and loans on properties in Arizona, California, Florida and Nevada, which have experienced the most severe decline in home prices. The following table presents the distribution of our home loan portfolio as of June 30, 2013 and December 31, 2012, based on selected key risk characteristics.

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Home Loan: Risk Profile by Vintage, Geography, Lien Priority and Interest Rate Type

	June 30, 2013
	Loans					Acquired Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)			Amount		% of Total(1)
Origination year:
< = 2005	$	3,154		8.0	%	$	4,447		11.4	%	$	7,601		19.4	%
2006		570		1.5			2,680		6.8			3,250		8.3
2007		409		1.1			5,773		14.7			6,182		15.8
2008		232		0.6			4,657		11.9			4,889		12.5
2009		143		0.4			2,909		7.4			3,052		7.8
2010		164		0.4			4,924		12.6			5,088		13.0
2011		285		0.7			5,418		13.8			5,703		14.5
2012		2,078		5.3			929		2.4			3,007		7.7
2013		332		0.8			59		0.2			391		1.0
Total	$	7,367		18.8	%	$	31,796		81.2	%	$	39,163		100.0	%
Geographic concentration:(2)
California	$	1,093		2.8	%	$	8,035		20.5	%	$	9,128		23.3	%
New York		1,585		4.0			1,405		3.6			2,990		7.6
Illinois		95		0.2			2,487		6.4			2,582		6.6
Maryland		407		1.1			1,657		4.2			2,064		5.3
New Jersey		375		0.9			1,547		4.0			1,922		4.9
Virginia		337		0.8			1,553		4.0			1,890		4.8
Florida		175		0.5			1,648		4.2			1,823		4.7
Arizona		93		0.2			1,606		4.1			1,699		4.3
Washington		103		0.3			1,508		3.8			1,611		4.1
Colorado		116		0.4			1,346		3.4			1,462		3.8
Other		2,988		7.6			9,004		23.0			11,992		30.6
Total	$	7,367		18.8	%	$	31,796		81.2	%	$	39,163		100.0	%
Lien type:
1st lien	$	6,247		16.0	%	$	31,343		80.0	%	$	37,590		96.0	%
2nd lien		1,120		2.8			453		1.2			1,573		4.0
Total	$	7,367		18.8	%	$	31,796		81.2	%	$	39,163		100.0	%
Interest rate type:
Fixed rate	$	2,422		6.2	%	$	3,462		8.8	%	$	5,884		15.0	%
Adjustable rate		4,945		12.6			28,334		72.4			33,279		85.0
Total	$	7,367		18.8	%	$	31,796		81.2	%	$	39,163		100.0	%

94

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
	Loans					Acquired Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)			Amount		% of Total(1)
Origination year:
< = 2005	$	3,483		7.9	%	$	4,858		11.0	%	$	8,341		18.9	%
2006		621		1.4			2,865		6.5			3,486		7.9
2007		446		1.0			6,189		14.0			6,635		15.0
2008		257		0.6			5,210		11.8			5,467		12.4
2009		167		0.4			3,438		7.8			3,605		8.2
2010		188		0.4			6,024		13.7			6,212		14.1
2011		324		0.7			6,705		15.2			7,029		15.9
2012		2,211		5.1			1,114		2.5			3,325		7.6
Total	$	7,697		17.5	%	$	36,403		82.5	%	$	44,100		100.0	%
Geographic concentration:(2)
California	$	1,168		2.7	%	$	9,098		20.6	%	$	10,266		23.3	%
New York		1,678		3.8			1,598		3.6			3,276		7.4
Illinois		102		0.2			2,875		6.5			2,977		6.7
Maryland		403		0.9			1,878		4.3			2,281		5.2
New Jersey		402		0.9			1,717		3.9			2,119		4.8
Virginia		342		0.8			1,748		4.0			2,090		4.8
Florida		183		0.4			1,863		4.2			2,046		4.6
Arizona		95		0.2			1,828		4.1			1,923		4.3
Washington		113		0.3			1,766		4.0			1,879		4.3
Colorado		126		0.3			1,594		3.6			1,720		3.9
Other		3,085		7.0			10,438		23.7			13,523		30.7
Total	$	7,697		17.5	%	$	36,403		82.5	%	$	44,100		100.0	%
Lien type:
1st lien	$	6,502		14.8	%	$	35,905		81.4	%	$	42,407		96.2	%
2nd lien		1,195		2.7			498		1.1			1,693		3.8
Total	$	7,697		17.5	%	$	36,403		82.5	%	$	44,100		100.0	%
Interest rate type:
Fixed rate	$	2,534		5.8	%	$	4,037		9.1	%	$	6,571		14.9	%
Adjustable rate		5,163		11.7			32,366		73.4			37,529		85.1
Total	$	7,697		17.5	%	$	36,403		82.5	%	$	44,100		100.0	%

⁽¹⁾ Percentages within each risk category calculated based on total held-for-investment home loans.

⁽²⁾ Represents the ten states in which we have the highest concentration of home loans.

95

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Commercial Banking

We evaluate the credit risk of commercial loans individually and use a risk-rating system to determine the credit quality of our commercial loans. We assign internal risk ratings to loans based on relevant information about the ability of borrowers to service their debt. In determining the risk rating of a particular loan, among the factors considered are the borrower’s current financial condition, historical credit performance, projected future credit performance, prospects for support from financially responsible guarantors, the estimated realizable value of any collateral and current economic trends. The ratings scale based on our internal risk-rating system is as follows:

• Noncriticized: Loans that have not been designated as criticized, frequently referred to as “pass” loans.

• Criticized performing: Loans in which the financial condition of the obligor is stressed, affecting earnings, cash flows or collateral values. The borrower currently has adequate capacity to meet near-term obligations; however, the stress, left unabated, may result in deterioration of the repayment prospects at some future date.

• Criticized nonperforming: Loans that are not adequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans classified as criticized nonperforming have a well-defined weakness, or weaknesses, which jeopardize the repayment of the debt. These loans are characterized by the distinct possibility that we will sustain a credit loss if the deficiencies are not corrected and are generally placed on nonaccrual status.

We use our internal risk-rating system for regulatory reporting, determining the frequency of review of the credit exposures and evaluation and determination of the allowance for commercial loans. Loans of $1 million or more designated as criticized performing and criticized nonperforming are reviewed quarterly by management for further deterioration or improvement to determine if they are appropriately classified/graded and whether impairment exists. Noncriticized loans greater than $1 million are specifically reviewed, at least annually, to determine the appropriate loan grading. In addition, during the renewal process of any loan or if a loan becomes past due, we evaluate the risk rating.

96

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table presents the geographic distribution and internal risk ratings of our commercial loan portfolio as of June 30, 2013 and December 31, 2012.

Commercial Banking: Risk Profile by Geographic Region and Internal Risk Rating

	June 30, 2013
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total(1)			Commercial and Industrial		% of Total(1)			Small-ticket Commercial Real Estate		% of Total(1)			Total Commercial		% of Total(1)
Geographic concentration:(2)
Loans:
Northeast	$	13,477		72.6	%	$	5,371		25.3	%	$	647		60.7	%	$	19,495		47.8	%
Mid-Atlantic		1,667		9.0			1,247		5.9			40		3.8			2,954		7.2
South		2,164		11.7			9,867		46.6			67		6.3			12,098		29.7
Other		1,157		6.1			4,484		21.2			311		29.2			5,952		14.6
Loans		18,465		99.4			20,969		99.0			1,065		100.0			40,499		99.3
Acquired loans		105		0.6			201		1.0			0		0.0			306		0.7
Total	$	18,570		100.0	%	$	21,170		100.0	%	$	1,065		100.0	%	$	40,805		100.0	%
Internal risk rating:(3)
Loans:
Noncriticized	$	17,841		96.1	%	$	20,283		95.8	%	$	1,044		98.0	%	$	39,168		96.0	%
Criticized performing		528		2.8			549		2.6			10		0.9			1,087		2.7
Criticized nonperforming		96		0.5			137		0.6			11		1.1			244		0.6
Loans		18,465		99.4			20,969		99.0			1,065		100.0			40,499		99.3
Acquired loans:
Noncriticized		77		0.4			181		0.9			0		0.0			258		0.6
Criticized performing		28		0.2			20		0.1			0		0.0			48		0.1
Total acquired loans		105		0.6			201		1.0			0		0.0			306		0.7
Total	$	18,570		100.0	%	$	21,170		100.0	%	$	1,065		100.0	%	$	40,805		100.0	%

97

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total(1)			Commercial and Industrial		% of Total(1)			Small-ticket Commercial Real Estate		% of Total(1)			Total Commercial		% of Total(1)
Geographic concentration:(2)
Loans:
Northeast	$	13,299		75.0	%	$	5,460		27.4	%	$	723		60.5	%	$	19,482		50.2	%
Mid-Atlantic		1,398		7.9			1,149		5.8			47		3.9			2,594		6.7
South		2,055		11.6			9,182		46.2			72		6.0			11,309		29.1
Other		853		4.8			3,869		19.4			354		29.6			5,076		13.1
Loans		17,605		99.3			19,660		98.8			1,196		100.0			38,461		99.1
Acquired loans		127		0.7			232		1.2			0		0.0			359		0.9
Total	$	17,732		100.0	%	$	19,892		100.0	%	$	1,196		100.0	%	$	38,820		100.0	%
Internal risk rating:(3)
Loans:
Noncriticized	$	16,614		93.7	%	$	19,073		95.9	%	$	1,152		96.3	%	$	36,839		94.9	%
Criticized performing		853		4.8			454		2.3			33		2.8			1,340		3.5
Criticized nonperforming		138		0.8			133		0.6			11		0.9			282		0.7
Loans		17,605		99.3			19,660		98.8			1,196		100.0			38,461		99.1
Acquired loans:
Noncriticized		77		0.4			228		1.2			0		0.0			305		0.8
Criticized performing		50		0.3			4		0.0			0		0.0			54		0.1
Total acquired loans		127		0.7			232		1.2			0		0.0			359		0.9
Total	$	17,732		100.0	%	$	19,892		100.0	%	$	1,196		100.0	%	$	38,820		100.0	%

⁽¹⁾ Percentages calculated based on total held-for-investment commercial loans in each respective loan category as of the end of the reported period.

⁽²⁾ Northeast consists of CT, ME, MA, NH, NJ, NY, PA and VT. Mid-Atlantic consists of DE, DC, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA, MS, MO, NC, SC, TN and TX.

⁽³⁾ Criticized exposures correspond to the “Special Mention,” “Substandard” and “Doubtful” asset categories defined by banking regulatory authorities.

98

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

The following table presents information about our impaired loans, excluding acquired loans, which are reported separately and discussed below as of June 30, 2013 and December 31, 2012:

	June 30, 2013
(Dollars in millions)	With an Allowance		Without an Allowance		Total Recorded Investment		Related Allowance		Net Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
Credit card and installment loans:
Domestic credit card and installment loans	$	631	$	0	$	631	$	156	$	475	$	615	$	667	$	33
International credit card and installment loans		168		0		168		102		66		159		170		6
Total credit card and installment loans(1)		799		0		799		258		541		774		837		39
Consumer banking:
Auto		160		166		326		16		310		543		327		30
Home loan		205		0		205		14		191		242		172		4
Retail banking		79		15		94		12		82		105		95		1
Total consumer banking		444		181		625		42		583		890		594		35
Commercial banking:
Commercial and multifamily real estate		148		70		218		17		201		258		259		3
Commercial and industrial		143		81		224		19		205		260		234		2
Total commercial lending		291		151		442		36		406		518		493		5
Small-ticket commercial real estate		12		0		12		0		12		16		20		0
Total commercial banking		303		151		454		36		418		534		513		5
Total	$	1,546	$	332	$	1,878	$	336	$	1,542	$	2,198	$	1,944	$	79

99

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	December 31, 2012
(Dollars in millions)	With an Allowance		Without an Allowance		Total Recorded Investment		Related Allowance		Net Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
Credit card and installment loans:
Domestic credit card and installment loans	$	701	$	0	$	701	$	230	$	471	$	678	$	687	$	70
International credit card and installment loans		172		0		172		101		71		164		192		11
Total credit card and installment loans(1)		873		0		873		331		542		842		879		81
Consumer banking:
Auto		169		159		328		20		308		606		130		31
Home loan		145		0		145		13		132		167		120		4
Retail banking		61		35		96		7		89		118		88		3
Total consumer banking		375		194		569		40		529		891		338		38
Commercial banking:
Commercial and multifamily real estate		168		112		280		32		248		315		353		8
Commercial and industrial		152		92		244		22		222		277		227		6
Total commercial lending		320		204		524		54		470		592		580		14
Small-ticket commercial real estate		3		11		14		1		13		21		23		0
Total commercial banking		323		215		538		55		483		613		603		14
Total	$	1,571	$	409	$	1,980	$	426	$	1,554	$	2,346	$	1,820	$	133

⁽¹⁾ Credit card and installment loans include finance charges and fees.

Troubled debt restructuring (“TDR”) loans accounted for $1.7 billion and $1.8 billion of impaired loans as of June 30, 2013 and December 31, 2012, respectively. Consumer TDR loans classified as performing totaled $1.0 billion and $1.2 billion as of June 30, 2013 and December 31, 2012, respectively. Commercial TDR loans classified as performing totaled $211 million and $253 million as of June 30, 2013 and December 31, 2012, respectively.

100

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

As part of our loan modifications to borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. The following tables present the types, amounts and financial effects of loans modified and accounted for as troubled debt restructurings during the period:

			Three Months Ended June 30, 2013
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)	Total Loans Modified(1)		%  of TDR Activity(2)(8)			Average Rate Reduction(3)			% of  TDR Activity(4)(8)			Average Term Extension (Months)(5)		%  of TDR Activity(6)(8)			Gross Balance Reduction(7)
Credit card:
Domestic credit card	$	78		100	%		12.23	%		0	%		0		0	%	$	0
International credit card		47		100			24.92			0			0		0			0
Total credit card		125		100			17.05			0			0		0			0
Consumer banking:
Auto		61		29			1.71			52			8		47			25
Home loan		57		12			2.77			5			101		24			2
Retail banking		13		6			3.90			65			8		0			0
Total consumer banking		131		19			2.07			33			15		32			27
Commercial banking:
Commercial and multifamily real estate		15		0			0.00			75			7		0			0
Commercial and industrial		15		0			0.00			34			5		2			0
Total commercial lending		30		0			0.00			55			6		1			0
Small-ticket commercial real estate		0		0			0.00			0			0		0			0
Total commercial banking		30		0			0.00			55			6		1			0
Total	$	286		52	%		14.56	%		21	%		12		15	%	$	27

101

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

			Six Months Ended June 30, 2013
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)	Total Loans Modified(1)		%  of TDR Activity(2)(8)			Average Rate Reduction(3)			% of TDR Activity(4)(8)			Average Term Extension (Months)(5)		%  of TDR Activity(6)(8)			Gross Balance Reduction(7)
Credit card:
Domestic credit card	$	154		100	%		12.25	%		0	%		0		0	%	$	0
International credit card		98		100			24.72			0			0		0			0
Total credit card		252		100			17.11			0			0		0			0
Consumer banking:
Auto		123		30			1.83			54			8		45			50
Home loan		68		20			2.80			12			122		23			3
Retail banking		19		5			3.56			61			8		0			0
Total consumer banking		210		25			2.11			41			19		34			53
Commercial banking:
Commercial and multifamily real estate		32		0			0.00			88			7		0			0
Commercial and industrial		16		0			0.00			38			5		1			0
Total commercial lending		48		0			0.00			71			7		0			0
Small-ticket commercial real estate		1		0			0.00			0			0		0			0
Total commercial banking		49		0			0.00			70			7		0			0
Total	$	511		60	%		14.55	%		24	%		16		14	%	$	53

102

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

			Three Months Ended June 30, 2012
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)	Total Loans Modified(1)		%  of TDR Activity(2)(8)			Average Rate Reduction(3)			% of TDR Activity(4)(8)			Average Term Extension (Months)(5)		%  of TDR Activity(6)(8)			Gross Balance Reduction(7)
Credit card:
Domestic credit card	$	88		100	%		11.09	%		0	%		0		0	%	$	0
International credit card		51		100			24.12			0			0		0			0
Total credit card		139		100			15.88			0			0		0			0
Consumer banking:
Auto		20		72			1.40			100			10		0			0
Home loan		12		67			2.32			74			108		5			0
Retail banking		7		1			2.99			99			10		0			0
Total consumer banking		39		57			1.73			92			34		2			0
Commercial banking:
Commercial and multifamily real estate		4		100			1.75			100			30		0			0
Commercial and industrial		32		1			1.36			100			9		0			0
Total commercial lending		36		13			1.71			100			12		0			0
Small-ticket commercial real estate		0		0			0.00			0			0		0			0
Total commercial banking		36		13			1.71			100			12		0			0
Total	$	214		78	%		13.57	%		33	%		23		0	%	$	0

103

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

			Six Months Ended June 30, 2012
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)	Total Loans Modified(1)		%  of TDR Activity(2)(8)			Average Rate Reduction(3)			% of TDR Activity(4)(8)			Average Term Extension (Months)(5)		%  of TDR Activity(6)(8)			Gross Balance Reduction(7)
Credit card:
Domestic credit card	$	145		100	%		10.84	%		0	%		0		0	%	$	0
International credit card		115		100			24.08			0			0		0			0
Total credit card		260		100			15.70			0			0		0			0
Consumer banking:
Auto		45		71			1.40			100			10		0			0
Home loan		17		55			2.11			67			113		5			0
Retail banking		14		1			3.00			99			11		0			0
Total consumer banking		76		54			1.57			92			27		1			0
Commercial banking:
Commercial and multifamily real estate		28		16			1.71			100			10		0			0
Commercial and industrial		66		6			6.62			99			12		0			0
Total commercial lending		94		9			4.04			99			11		0			0
Small-ticket commercial real estate		0		0			0.00			0			0		0			0
Total commercial banking		94		9			4.04			99			11		0			0
Total	$	430		72	%		13.49	%		38	%		18		0	%	$	0

(1) Represents total loans modified and accounted for as a TDR during the period. Paydowns, charge-offs and any other changes in the loan carrying value subsequent to the loan entering TDR status are not reflected.

(2) Percentage of loans modified and accounted for as a TDR during the period that were granted a reduced interest rate.

(3) Weighted average interest rate reduction for those loans that received an interest rate concession.

(4) Percentage of loans modified and accounted for as a TDR during the period that were granted a maturity date extension.

(5) Weighted average change in maturity date for those loans that received a maturity date extension.

(6) Percentage of loans modified and accounted for as a TDR during the period that were granted forgiveness or forbearance of a portion of their balance.

(7) Total amount represents the gross balance forgiven. For loans modified in bankruptcy, the gross balance reduction represents collateral value write downs associated with the discharge of the borrower’s obligations.

(8) Due to multiple concessions granted to some troubled borrowers, percentages may total more than 100% for certain loan types.

104

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

TDR—Subsequent Payment Defaults of Completed TDR Modifications

The following table presents the type, number and amount of loans accounted for as TDRs that experienced a payment default during the period and had completed a modification event in the twelve months prior to the payment default. A payment default occurs if the loan is either 90 days or more delinquent or the loan has been charged-off as of the end of the period presented.

	Three Months Ended June 30, 2013				Six Months Ended June 30, 2013
(Dollars in millions)	Number of Contracts		Total Loans		Number of Contracts		Total Loans
Credit card:
Domestic credit card		8,042	$	16		18,843	$	37
International credit card(1)		11,935		34		23,128		68
Total credit card		19,977		50		41,971		105
Consumer banking:
Auto		2,193		16		4,857		32
Home loan		7		0		18		1
Retail banking		24		1		58		2
Total consumer banking		2,224		17		4,933		35
Commercial banking:
Commercial and multifamily real estate		6		9		7		11
Commercial and industrial		0		1		7		8
Total commercial lending		6		10		14		19
Small-ticket commercial real estate		1		0		1		0
Total commercial banking		7		10		15		19
Total		22,208	$	77		46,919	$	159

105

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

	Three Months Ended June 30, 2012				Six Months Ended June 30, 2012
(Dollars in millions)	Number of Contracts		Total Loans		Number of Contracts		Total Loans
Credit card:
Domestic credit card		9,541	$	19		18,170	$	39
International credit card(1)		12,945		44		25,053		87
Total credit card		22,486		63		43,223		126
Consumer banking:
Auto		1,033		9		1,865		17
Home loan		31		3		67		6
Retail banking		26		1		69		7
Total consumer banking		1,090		13		2,001		30
Commercial banking:
Commercial and multifamily real estate		2		6		5		8
Commercial and industrial		3		2		8		15
Total commercial lending		5		8		13		23
Small-ticket commercial real estate		0		0		3		2
Total commercial banking		5		8		16		25
Total		23,581	$	84		45,240	$	181

⁽¹⁾ The regulatory regime in the U.K. requires U.K. credit card businesses to accept payment plan proposals even when the proposed payments are less than the contractual minimum amount. As a result, loans entering long-term TDR payment programs in the U.K. typically continue to age and ultimately charge-off even when fully in compliance with the TDR program terms.

106

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Outstanding Balance and Carrying Value of Acquired Loans

The table below presents the outstanding contractual balance and the carrying value of loans from the CCB, ING Direct and 2012 U.S. card acquisitions accounted for based on expected cash flows as of June 30, 2013 and December 31, 2012. The table displays separately loans considered credit-impaired at acquisition and loans not considered credit-impaired at acquisition.

	June 30, 2013						December 31, 2012
(Dollars in millions)	Total		Impaired Loans		Non- Impaired Loans		Total		Impaired Loans		Non- Impaired Loans
Contractual balance	$	34,602	$	5,645	$	28,957	$	39,321	$	6,195	$	33,126
Carrying value(1)	$	32,307	$	3,604	$	28,703	$	37,109	$	4,069	$	33,040

⁽¹⁾ Includes $42 million and $57 million of cumulative impairment as of June 30, 2013 and December 31, 2012, respectively, recorded subsequent to acquisition for acquired loans accounted for based on estimated cash flows expected to be collected over the life of the loans.

Changes in Accretable Yield

We reduced the previously recorded allowance for acquired loans accounted for based on expected cash flows by $16 million and $15 million for the three and six months ended June 30, 2013, respectively, which resulted in a corresponding reduction in our provision for credit losses for the respective periods. As indicated in the above table, the cumulative impairment recorded subsequent to acquisition for acquired loans accounted for based on estimated cash flows expected to be collected totaled $42 million and $57 million as of June 30, 2013 and December 31, 2012, respectively.

The following table presents changes in the accretable yield on loans related to the CCB, ING Direct, and 2012 U.S. card acquisitions:

(Dollars in millions)	Total Loans			Impaired Loans			Non- Impaired Loans
Accretable yield as of December 31, 2011	$	1,752		$	1,566		$	186
Acquired loans accretable yield(1)		5,616			306			5,310
Accretion recognized in earnings		(1,316	)		(390	)		(926	)
Reclassifications from nonaccretable difference for loans with improving cash flows(2) (3)		860			448			412
Reductions in accretable yield for non-credit related changes in expected cash flows(4)		(704	)		(31	)		(673	)
Accretable yield as of December 31, 2012	$	6,208		$	1,899		$	4,309
Accretion recognized in earnings		(583	)		(199	)		(384	)
Reclassifications from nonaccretable difference for loans with improving cash flows(2)		553			327			226
Reductions in accretable yield for non-credit related changes in expected cash flows(4)		5			31			(26	)
Accretable yield as of June 30, 2013	$	6,183		$	2,058		$	4,125

⁽¹⁾ Includes revised acquisition date accretable yield for ING Direct acquired loans.

⁽²⁾ Represents increases in accretable yields for those pools with increases that are primarily the result of improved credit performance.

⁽³⁾ Includes the implementation of the 2012 OCC update to the Bank Accounting Advisory Series, which requires write-down of performing consumer loans restructured in bankruptcy to collateral value. Includes reductions of $28 million and $44 million for purchased credit-impaired loans and non-impaired loans, respectively.

⁽⁴⁾ Represents changes in accretable yields for those pools with reductions that are driven primarily by changes in actual and estimated prepayments.

107

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

Unfunded Lending Commitments

We manage the potential risk in credit commitments by limiting the total amount of arrangements, both by individual customer and in total, by monitoring the size and maturity structure of these portfolios and by applying the same credit standards for all of our credit activities. Unused credit card lines available to our customers totaled $303.2 billion and $298.9 billion as of June 30, 2013 and December 31, 2012, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time.

In addition to available unused credit card lines, we enter into commitments to extend credit that are legally binding conditional agreements having fixed expirations or termination dates and specified interest rates and purposes. These commitments generally require customers to maintain certain credit standards. Collateral requirements and loan-to-value ratios are the same as those for funded transactions and are established based on management’s credit assessment of the customer. These commitments may expire without being drawn upon; therefore, the total commitment amount does not necessarily represent future funding requirements. The outstanding unfunded commitments to extend credit, other than credit card lines, were approximately $20.2 billion and $17.5 billion as of June 30, 2013 and December 31, 2012, respectively.

We maintain a reserve for unfunded loan commitments and letters of credit to absorb estimated probable losses related to these unfunded credit facilities in other liabilities on our consolidated balance sheets. See “Note 5—Allowance for Loan and Lease Losses” below for additional information.

NOTE 5—ALLOWANCE FOR LOAN AND LEASE LOSSES

We maintain an allowance for loan and lease losses that represents management’s best estimate of incurred loan and lease losses inherent in our held-for-investment portfolio as of each balance sheet date. We do not maintain an allowance for held-for-sale loans or acquired loans that are performing, in accordance with or better than our expectations, as of the date of acquisition, as the fair value of these loans already reflect a credit component.

In addition to the allowance for loan and lease losses, we also estimate probable losses related to unfunded lending commitments, such as letters of credit, financial guarantees, and binding unfunded loan commitments. The provision for unfunded lending commitments is included in the provision for credit losses on our consolidated statements of income and the related reserve for unfunded lending commitments is included in other liabilities on our consolidated balance sheets.

In the first quarter of 2013, we changed our process for estimating the allowance and reserve for unfunded lending commitments for our commercial loan portfolio. First, we extended our internal historical credit loss experience period back to at least 2008 and incorporated external industry loss data over a longer horizon to derive our loss estimates. We previously had generally used the most recent three-year period of internal historical loss experience to derive our loss estimates. Second, we incorporated more borrower-specific and loan-specific risk factors into our analysis and established a statistically-based internal risk rating system. Based on this statistically-based risk rating system, we now apply an estimated probability of default and loss given default for nearly each loan in our portfolio to derive the total loss estimate for our commercial loan portfolio. These changes, which were supplemented by management judgment, resulted in a net increase in the combined allowance and reserve for unfunded lending commitments of $37 million as of March 31, 2013 and a corresponding increase in the provision for credit losses of $37 million in the first quarter of 2013. The gross impact of these changes resulted in a decrease in the allowance of $2 million and an increase in the reserve for unfunded lending commitments of $39 million as of March 31, 2013. We do not expect these changes to have a material impact on our future allowance and reserve for unfunded lending commitments for our commercial loan portfolio.

108

CAPITAL ONE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

See “Note 1—Summary of Significant Accounting Policies” of our 2012 Form 10-K for further discussion on the methodologies and policies for determining our allowance for loan and lease losses for each of our loan portfolio segments.

Allowance for Loan and Lease Losses Activity

The allowance for loan and lease losses is increased through the provision for credit losses and reduced by net charge-offs. The provision for credit losses, which is charged to earnings, reflects credit losses we believe have been incurred and will eventually be reflected over time in our charge-offs. Charge-offs of uncollectible amounts are deducted from the allowance and subsequent recoveries are included. The table below summarizes changes in the allowance for loan and lease losses, by portfolio segment, for the three months ended June 30, 2013 and 2012:

(Dollars in millions)	Three Months Ended June 30, 2013
	Credit Card			Consumer												Commercial			Other(1)			Total Allowance			Unfunded Lending Commitments Reserve			Combined Allowance & Unfunded Reserve
				Auto			Home Loan			Retail Banking			Total Consumer
Balance as of March 31, 2013	$	3,494		$	528		$	103		$	112		$	743		$	342		$	27		$	4,606		$	85		$	4,691
Provision for credit losses		713			101			(20	)		(12	)		69			1			(5	)		778			(16	)		762
Charge-offs		(1,181	)		(153	)		(5	)		(19	)		(177	)		(14	)		(7	)		(1,379	)		0			(1,379	)
Recoveries		331			61			1			5			67			10			2			410			0			410
Net charge-offs		(850	)		(92	)		(4	)		(14	)		(110	)		(4	)		(5	)		(969	)		0			(969	)
Other changes		(8	)		0			0			0			0			(1	)		1			(8	)		0			(8	)
Balance as of June 30, 2013	$	3,349		$	537		$	79		$	86		$	702		$	338		$	18		$	4,407		$	69		$	4,476

(Dollars in millions)	Six Months Ended June 30, 2013
	Credit Card			Consumer												Commercial			Other(1)			Total Allowance			Unfunded Lending Commitments Reserve		Combined Allowance & Unfunded Reserve
				Auto			Home Loan			Retail Banking			Total Consumer
Balance as of December 31, 2012	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156		$	35	$	5,191
Provision for credit losses		1,456			265			(26	)		5			244			(84	)		(3	)		1,613			34		1,647
Charge-offs		(2,443	)		(335	)		(12	)		(44	)		(391	)		(26	)		(15	)		(2,875	)		0		(2,875	)
Recoveries		671			121			4			13			138			15			3			827			0		827
Net charge-offs		(1,772	)		(214	)		(8	)		(31	)		(253	)		(11	)		(12	)		(2,048	)		0		(2,048	)
Other changes		(314	)		0			0			0			0			0			0			(314	)		0		(314	)
Balance as of June 30, 2013	$	3,349		$	537		$	79		$	86		$	702		$	338		$	18		$	4,407		$	69	$	4,476

(Dollars in millions)	Three Months Ended June 30, 2012
	Credit Card			Consumer												Commercial			Other(1)			Total Allowance			Unfunded Lending Commitments Reserve			Combined Allowance & Unfunded Reserve
				Auto			Home Loan			Retail Banking			Total Consumer
Balance as of March 31, 2012	$	2,671		$	459		$	102		$	157		$	718		$	636		$	35		$	4,060		$	60		$	4,120
Provision for credit losses		1,711			56			(3	)		(9	)		44			(84	)		15			1,686			(9	)		1,677
Charge-offs.		(908	)		(122	)		(19	)		(20	)		(161	)		(24	)		(7	)		(1,100	)		0			(1,100	)
Recoveries		286			54			7			7			68			7			1			362			0			362
Net charge-offs. .		(622	)		(68	)		(12	)		(13	)		(93	)		(17	)		(6	)		(738	)		0			(738	)
Other changes.		(10	)		0			0			0			0			0			0			(10	)		0			(10	)
Balance as of June 30, 2012	$	3,750		$	447		$	87		$	135		$	669		$	535		$	44		$	4,998		$	51		$	5,049

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(Dollars in millions)	Six Months Ended June 30, 2012
	Credit Card			Consumer												Commercial			Other(1)			Total Allowance			Unfunded Lending Commitments Reserve			Combined Allowance & Unfunded Reserve
				Auto			Home Loan			Retail Banking			Total Consumer
Balance as of December 31, 2011	$	2,847		$	391		$	98		$	163		$	652		$	715		$	36		$	4,250		$	66		$	4,316
Provision for credit losses		2,170			203			16			(1	)		218			(147	)		24			2,265			(15	)		2,250
Charge-offs		(1,863	)		(262	)		(43	)		(40	)		(345	)		(60	)		(18	)		(2,286	)		0			(2,286	)
Recoveries		595			115			16			13			144			27			2			768			0			768
Net charge-offs		(1,268	)		(147	)		(27	)		(27	)		(201	)		(33	)		(16	)		(1,518	)		0			(1,518	)
Other changes		1			0			0			0			0			0			0			1			0			1
Balance as of June 30, 2012	$	3,750		$	447		$	87		$	135		$	669		$	535		$	44		$	4,998		$	51		$	5,049

⁽¹⁾ Other consists of our discontinued GreenPoint mortgage operations loan portfolio and our community redevelopment loan portfolio.

Components of Allowance for Loan and Lease Losses by Impairment Methodology

The table below presents the components of our allowance for loan and lease losses, by loan category and impairment methodology, and the recorded investment of the related loans as of June 30, 2013 and December 31, 2012:

(Dollars in millions)	June 30, 2013
	Credit Card			Consumer									Total Consumer			Commercial			Other			Total
				Auto			Home Loan			Retail Banking
Allowance for loan and lease losses by impairment methodology:
Collectively evaluated(1)	$	3,091		$	521		$	26		$	74		$	621		$	300		$	18		$	4,030
Asset-specific(2)		258			16			14			12			42			36			0			336
Acquired loans(3)		0			0			39			0			39			2			0			41
Total allowance for loan and lease losses	$	3,349		$	537		$	79		$	86		$	702		$	338		$	18		$	4,407
Held-for-investment loans by impairment methodology:
Collectively evaluated(1)	$	77,422		$	29,034		$	7,162		$	3,554		$	39,750		$	40,045		$	142		$	157,359
Asset-specific(2)		799			326			205			94			625			454			0			1,878
Acquired loans(3)		89			9			31,796			38			31,843			306			37			32,275
Total held-for-investment loans	$	78,310		$	29,369		$	39,163		$	3,686		$	72,218		$	40,805		$	179		$	191,512
Allowance as a percentage of period-end held-for-investment loans		4.28	%		1.83	%		0.20	%		2.33	%		0.97	%		0.83	%		10.06	%		2.30	%

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(Dollars in millions)	December 31, 2012
	Credit Card			Consumer									Total Consumer			Commercial			Other			Total
				Auto			Home Loan			Retail Banking
Allowance for loan and lease losses by impairment methodology:
Collectively evaluated(1)	$	3,648		$	466		$	47		$	104		$	617		$	376		$	32		$	4,673
Asset-specific(2)		331			20			13			7			40			54			1			426
Acquired loans(3)		0			0			53			1			54			3			0			57
Total allowance for loan and lease losses	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156
Held-for-investment loans by impairment methodology:
Collectively evaluated(1)	$	90,594		$	26,778		$	7,552		$	3,774		$	38,104		$	37,923		$	154		$	166,775
Asset-specific(2)		873			328			145			96			569			538			0			1,980
Acquired loans(3)		288			17			36,403			34			36,454			359			33			37,134
Total held-for-investment loans	$	91,755		$	27,123		$	44,100		$	3,904		$	75,127		$	38,820		$	187		$	205,889
Allowance as a percentage of period-end held-for-investment loans		4.34	%		1.79	%		0.26	%		2.87	%		0.95	%		1.12	%		17.65	%		2.50	%

⁽¹⁾ The component of the allowance for credit card and other consumer loans that we collectively evaluate for impairment is based on a statistical calculation. The component of the allowance for commercial loans, which we collectively evaluate for impairment, is based on historical loss experience for loans with similar characteristics and consideration of credit quality supplemented by management judgment and interpretation.

⁽²⁾ The asset-specific component of the allowance for smaller-balance impaired loans is calculated on a pool basis using historical loss experience for the respective class of assets. The asset-specific component of the allowance for larger-balance commercial loans is individually calculated for each loan.

⁽³⁾ The acquired loans component of the allowance is accounted for based on expected cash flows. See “Note 4—Loans” for details on these loans.

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NOTE 6—VARIABLE INTEREST ENTITIES AND SECURITIZATIONS

In the normal course of business, we enter into various types of transactions with entities that are considered to be VIEs. Historically, our primary involvement with VIEs has been related to our securitization transactions in which we transferred assets from our balance sheet to securitization trusts. These securitization trusts typically meet the definition of a VIE. We have generally securitized credit card loans, auto loans, home loans and installment loans, which have provided a source of funding for us and enabled us to transfer a certain portion of the economic risk of the loans or debt securities to third parties.

The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. The vast majority of the VIEs in which we are involved have been consolidated in our financial statements.

Summary of Consolidated and Unconsolidated VIEs

The table below presents a summary of VIEs, aggregated based on VIEs with similar characteristics, in which we had continuing involvement or held a variable interest as of June 30, 2013 and December 31, 2012. We separately present information for consolidated and unconsolidated VIEs.

For consolidated VIEs, we present the carrying amount of assets and liabilities reflected on our consolidated balance sheets. The assets of consolidated VIEs primarily consist of cash and loans, which we report on our consolidated balance sheets under restricted cash and restricted loans, respectively, for securitization investors. The assets of a particular VIE are the primary source of funds to settle its obligations. The creditors of the VIEs typically do not have recourse to the general credit of our company. The liabilities primarily consist of debt securities issued by the VIEs, which we report under securitized debt obligations. For unconsolidated VIEs, we present the carrying amount of assets and liabilities reflected on our consolidated balance sheets and our maximum exposure to loss. Our maximum exposure to loss is estimated based on the unlikely event that all of the assets in the VIEs became worthless and we were required to meet our maximum remaining funding obligations.

	June 30, 2013
	Consolidated				Unconsolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure  to Loss(4)
Securitization-related VIEs:
Credit card loan securitizations(1)	$	40,622	$	12,416	$	0	$	0	$	0
Home loan securitizations(2) (3)		36		33		198		14		222
Other asset securitizations(1)		0		0		0		0		0
Total securitization-related VIEs		40,658		12,449		198		14		222
Other VIEs:
Affordable housing entities		0		0		2,720		422		2,720
Entities that provide capital to low-income and rural communities		389		97		6		5		6
Other		1		0		105		0		105
Total other VIEs		390		97		2,831		427		2,831
Total VIEs	$	41,048	$	12,546	$	3,029	$	441	$	3,053

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	December 31, 2012
	Consolidated				Unconsolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure  to Loss(4)
Securitization-related VIEs:
Credit card loan securitizations(1)	$	44,238	$	13,488	$	0	$	0	$	0
Home loan securitizations(2) (3)		41		38		212		17		237
Other asset securitizations(1)		19		19		0		0		0
Total securitization-related VIEs		44,298		13,545		212		17		237
Other VIEs:
Affordable housing entities		0		0		2,390		414		2,390
Entities that provide capital to low-income and rural communities		375		88		6		4		6
Other		1		0		201		86		201
Total other VIEs		376		88		2,597		504		2,597
Total VIEs	$	44,674	$	13,633	$	2,809	$	521	$	2,834

⁽¹⁾ Represents the gross assets and liabilities owned by the VIE, which includes seller’s interest and retained and repurchased notes held by other related parties.

⁽²⁾ The carrying amount of assets of non-consolidated securitization-related VIEs consists of retained interests associated with the securitization of option-adjustable rate mortgage loans (“option-arms”) and letters of credit related to manufactured housing securitizations. These are reported on our consolidated balance sheets under other assets.

⁽³⁾ The carrying amount of liabilities of non-consolidated securitization-related VIEs is comprised of obligations on certain swap agreements associated with the securitization of manufactured housing loans.

⁽⁴⁾ The maximum exposure to loss represents the amount of loss we would incur in the unlikely event that all of our assets in the VIE become worthless and we were required to meet our maximum remaining funding obligations.

Securitization-related VIEs

In a securitization transaction, assets from our balance sheet are transferred to a trust we establish, which typically meets the definition of a VIE. The trust then issues various forms of interests in those assets to investors. We typically receive cash proceeds and/or other interests in the securitization trust for the assets we transfer. If the transfer of the assets to an unconsolidated securitization trust qualifies as a sale, we remove the assets from our consolidated balance sheet and recognize a gain or loss on the transfer. Alternatively, if the transfer does not qualify as a sale but instead is considered a secured borrowing or the transfer of assets is to a consolidated VIE, the assets remain on our consolidated balance sheets and we record an offsetting liability for the proceeds received.

Our continuing involvement in the majority of our securitization transactions consists primarily of holding certain retained interests and acting as the primary servicer. We have the option to repurchase receivables from the trust if the outstanding balance of the receivables falls to a level where the cost exceeds the benefits of servicing such receivables. In some cases, we are contractually required to exercise this option if the servicer fails to do so. We also may have exposure associated with contractual obligations to repurchase previously transferred loans due to breaches of representations and warranties. See “Note 14—Commitments, Contingencies and Guarantees” for information related to reserves we have established for our potential mortgage representation and warranty exposure.

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The table below presents the securitization-related VIEs in which we had continuing involvement as of June 30, 2013 and December 31, 2012:

	Non-Mortgage				Mortgage
(Dollars in millions)	Credit Card		Other Loan		Option Arm			GreenPoint HELOCs			GreenPoint Manufactured Housing
June 30, 2013:
Securities held by third-party investors	$	10,798	$	0	$	2,495		$	138		$	1,056
Receivables in the trust		40,245		0		2,580			132			1,062
Cash balance of spread or reserve accounts		0		0		8			N/A			150
Retained interests		Yes		Yes		Yes			Yes			Yes
Servicing retained		Yes		Yes		Yes	(1)		Yes	(1)		No	(2)
Amortization event(3)		No		No		No			Yes			No
December 31, 2012:
Securities held by third-party investors	$	11,347	$	13	$	2,702		$	158		$	1,117
Receivables in the trust		43,811		19		2,794			151			1,123
Cash balance of spread or reserve accounts		0		0		8			0			164
Retained interests		Yes		Yes		Yes			Yes			Yes
Servicing retained		Yes		Yes		Yes	(1)		Yes	(1)		No	(2)
Amortization event(3)		No		No		No			Yes			No

⁽¹⁾ We continue to service some of the outstanding balance of securitized mortgage receivables.

⁽²⁾ The manufactured housing securitizations are serviced by a third party. For two of the deals, that third party works in the capacity of subservicer with Green Point Credit LLC being the Master Servicer.

⁽³⁾ Amortization events vary according to each specific trust agreement but generally are triggered by declines in performance or credit metrics such as charge-off rates or delinquency rates below certain predetermined thresholds. Generally, the occurrence of an amortization event changes the sequencing and amount of trust-related cash flows to the benefit of senior noteholders.

Non-Mortgage Securitizations

As of June 30, 2013 and December 31, 2012, we were deemed to be the primary beneficiary of all of our non-mortgage securitization trusts. Accordingly, all of these trusts have been consolidated in our financial statements. For additional information on our principal involvement with non-mortgage securitization trusts and the impact of the consolidation of these trusts on our financial statements, see “Note 1—Summary of Significant Accounting Policies” and “Note 6—Variable Interest Entities and Securitizations” of our 2012 Form 10-K.

Mortgage Securitizations

Option-ARM Loans

We had previously securitized option-ARM mortgage loans by transferring the mortgage loans to securitization trusts that had issued mortgage-backed securities to investors. The outstanding balance of debt securities held by third-party investors related to our mortgage loan securitization trusts was $2.5 billion and $2.7 billion as of June 30, 2013 and December 31, 2012, respectively.

We continue to service some of the outstanding balance of securitized mortgage receivables. We also retain rights to future cash flows arising from the receivables, the most significant being certificated interest-only bonds issued by the trusts. We generally estimate the fair value of these retained interests based on the estimated present value of expected future cash flows from securitized and sold receivables, using our best estimates of the key assumptions which include credit losses, prepayment speeds and discount rates commensurate with the risks

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involved. For the trusts that we continue to service, we do not consolidate these entities because we do not have the right to receive benefits that could potentially be significant nor the obligation to absorb losses that could potentially be significant to the trusts. For the remaining trusts, for which we no longer service the underlying mortgage loans, we do not consolidate these entities because we do not have the power to direct the activities that most significantly impact the economic performance of the trusts.

In connection with the securitization of certain option-ARM loans, a third party is obligated to advance a portion of any “negative amortization” resulting from monthly payments that are less than the interest accrued for that payment period. We have an agreement in place with the third party that mirrors this advance requirement. The amount advanced is tracked through mortgage-backed securities retained as part of the securitization transaction. As the borrowers make principal payments, these securities receive their net pro rata portion of those payments in cash and advances of negative amortization are refunded accordingly. As advances occur, we record an asset in the form of negative amortization bonds, which are held at fair value in other assets on our consolidated balance sheets. We have also entered into certain derivative contracts related to the securitization activities. These are classified as free standing derivatives, with fair value adjustments recorded in non-interest income. See “Note 9—Derivative Instruments and Hedging Activities” for further details on these derivatives.

GreenPoint Mortgage HELOCs

Our discontinued wholesale mortgage banking unit, GreenPoint, previously sold home equity lines of credit in whole loan sales and subsequently acquired residual interests in certain trusts which securitized some of those loans. As the residual interest holder, GreenPoint is required to fund advances on the home equity lines of credit when certain performance triggers are met due to deterioration in asset performance. As of June 30, 2013 and December 31, 2012, we funded $29 million and $28 million in cumulative advances, respectively, which are generally expensed as funded due to the low likelihood of recovery. We also have unfunded commitments of $7 million and $8 million related to those interests for both our consolidated and non-consolidated VIEs as of June 30, 2013 and December 31, 2012, respectively. We were deemed to be the primary beneficiary, and have therefore consolidated, one of these trusts as of June 30, 2013 and December 31, 2012. We have not consolidated the remaining trusts because we either lack the power to direct the activities that most significantly impact the economic performance of the trust or because we do not have the right to receive benefits or the obligation to absorb losses that could potentially be significant to the trusts.

GreenPoint Mortgage Manufactured Housing

We retain the primary obligation for certain provisions of corporate guarantees, recourse sales and clean-up calls related to the discontinued manufactured housing operations of GreenPoint Credit LLC (“GPC”), which was sold to a third party in 2004. Although we are the primary obligor, recourse obligations related to former GPC whole loan sales, commitments to exercise mandatory clean-up calls on certain GPC securitization transactions and servicing were transferred to a third party in the sale transaction. We do not consolidate the trusts used for the securitization of manufactured housing loans because we do not have the power to direct the activities that most significantly impact the economic performance of the trusts since we no longer service the loans.

We were required to fund letters of credit in 2004 to cover losses and are obligated to fund future amounts under swap agreements for certain transactions. We have the right to receive any funds remaining in the letters of credit after the securities are released. The amount available under the letters of credit was $150 million and $164 million as of June 30, 2013 and December 31, 2012, respectively. The fair value of the expected residual balances on the funded letters of credit was $42 million and $50 million as of June 30, 2013 and December 31, 2012, respectively, and is included in other assets on the consolidated balance sheets.

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The unpaid principal balance of manufactured housing securitization transactions where we are the residual interest holder was $1.1 billion as of both June 30, 2013 and December 31, 2012. In the event the third party servicer does not fulfill on its option to exercise the clean-up calls on certain transactions, the option reverts to us and we would assume approximately $420 million of loans receivable upon our execution of the clean-up call with the requirement to absorb any losses on the loans receivable.

We monitor the underlying assets for trends in delinquencies and related losses and review the purchaser’s financial strength as well as servicing performance. These factors are considered in assessing the adequacy of the liabilities established for these obligations and the valuations of the assets.

Other VIEs

Affordable Housing Entities

As part of our community reinvestment initiatives, we invest in private investment funds that make equity investments in multifamily affordable housing properties. We receive affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. For those investment funds considered to be VIEs, we are not required to consolidate them if we do not have the power to direct the activities that most significantly impact the economic performance of those entities. We record our interests in these unconsolidated VIEs in loans held for investment, other assets and other liabilities on our consolidated balance sheets. As of June 30, 2013 and December 31, 2012 our interests consisted of assets of approximately $2.7 billion and $2.4 billion, respectively. Our maximum exposure to these entities is limited to our variable interests in the entities and was $2.7 billion as of June 30, 2013. The creditors of the VIEs have no recourse to our general credit and we do not provide additional financial or other support during the period that we were not previously contractually required to provide. The total assets of the unconsolidated investment funds that were VIEs as of June 30, 2013 and December 31, 2012 were approximately $8.5 billion and $7.7 billion, respectively.

Entities that Provide Capital to Low-Income and Rural Communities

We hold variable interests in entities (“Investor Entities”) that invest in community development entities (“CDEs”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. Variable interests in the CDEs held by the consolidated Investor Entities are also our variable interests. The activities of the Investor Entities are financed with a combination of invested equity capital and debt. The activities of the CDEs are financed solely with invested equity capital. We receive federal and state tax credits for these investments. We consolidate the VIEs in which we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. We have also consolidated other investments and CDEs that we do not consider VIEs. The assets of the VIEs that we consolidated as of June 30, 2013 and as of December 31, 2012 totaled approximately $389 million and $375 million, respectively. The assets of the consolidated VIEs are reflected on our consolidated balance sheets in cash, loans held for investment, interest receivable and other assets. The liabilities are reflected in other liabilities.

The total assets of the VIEs that we held an interest in but were not required to consolidate as of June 30, 2013 and December 31, 2012 totaled approximately $6 million. Our interests in these unconsolidated VIEs are reflected on our consolidated balance sheets in loans held for investment and other assets. Our maximum exposure to these entities is limited to our variable interest of $6 million as of June 30, 2013. The creditors of the VIEs have no recourse to our general credit. We have not provided additional financial or other support during the period that we were not previously contractually required to provide.

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Other

We also have a variable interest in a trust that has a royalty interest in certain oil and gas properties. The activities of the trust are financed solely with debt. The total assets of the trust were $226 million and $255 million as of June 30, 2013 and December 31, 2012, respectively. We were not required to consolidate the trust because we do not have the power to direct the activities of the trust that most significantly impact the trust’s economic performance. Our retained interest in the trust, which totaled approximately $103 million and $114 million as of June 30, 2013 and December 31, 2012, respectively, is reflected on our consolidated balance sheets under loans held for investment. Our maximum exposure is limited to our variable interest of $103 million as of June 30, 2013. The creditors of the trust have no recourse to our general credit. We have not provided additional financial or other support during the period that we were not previously contractually required to provide.

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS

The table below displays the components of goodwill and other intangible assets subject to amortization as of June 30, 2013 and December 31, 2012. Goodwill is presented separately on our consolidated balance sheets. Other intangible assets are included in other assets on our consolidated balance sheets.

Components of Goodwill and Other Intangible Assets

	June 30, 2013							December 31, 2012
(Dollars in millions)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Unamortized intangible assets:
Goodwill	$	13,900		N/A		$	13,900	$	13,904		N/A		$	13,904
Amortized intangible assets:
Purchased credit card relationship intangibles(1)		2,125		(576	)		1,549		2,242		(378	)		1,864
Core deposit intangibles		1,771		(1,362	)		409		1,771		(1,275	)		496
Other(2)		327		(150	)		177		354		(143	)		211
Total amortized intangible assets	$	4,223	$	(2,088	)	$	2,135	$	4,367	$	(1,796	)	$	2,571

⁽¹⁾ During the first quarter of 2013, purchased credit card relationship intangibles with a net carrying value of $89 million related to the Best Buy loan portfolio, which was acquired in the 2012 U.S. card acquisition, were reclassified as held for sale.

⁽²⁾ Consists of brokerage relations intangibles, partnership and other contract intangibles, trademark/name intangibles and other intangibles.

Amortization expense for amortized intangible assets, which is presented separately on our consolidated statements of income, totaled $167 million and $157 million for the three months ended June 30, 2013 and 2012, respectively and $344 million and $219 million for the six months ended June 30, 2013 and 2012, respectively.

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Goodwill Attributable to Business Segments

The following table presents goodwill attributable to each of our business segments as of June 30, 2013 and December 31, 2012.

(Dollars in millions)	Credit Card			Consumer Banking		Commercial Banking		Total
Balance as of December 31, 2012	$	5,003		$	4,583	$	4,318	$	13,904
Acquisitions		0			3		0		3
Other adjustments		(7	)		0		0		(7	)
Balance as of June 30, 2013	$	4,996		$	4,586	$	4,318	$	13,900

NOTE 8—DEPOSITS AND BORROWINGS

Customer Deposits

Our customer deposits, which are our largest source of funding for our operations and asset growth, consist of non-interest bearing and interest-bearing deposits, including demand deposits, money market deposits, negotiable order of withdrawal (“NOW”) accounts, savings accounts and certificates of deposit.

As of June 30, 2013, we had $187.8 billion in interest-bearing deposits, of which $4.1 billion represented large denomination certificates of $100,000 or more. As of December 31, 2012, we had $190.0 billion in interest-bearing deposits, of which $4.5 billion represents large denomination certificates of $100,000 or more.

Securitized Debt Obligations

As of June 30, 2013, we had $10.8 billion of securitized debt obligations outstanding, net of fair value hedging losses of $17 million. As of December 31, 2012 we had $11.4 billion of securitized debt obligations outstanding, net of fair value hedging losses of $22 million. The decrease primarily reflected planned reductions of the long-term debt in our credit card securitization trusts. These reductions were partially offset by the execution of $1.5 billion of credit card securitization transactions during the six months ended June 30, 2013. On February 1, 2013, Capital One Multi-Asset Execution Trust issued $750 million of 3-year fixed-rate notes from our credit card securitization trust. On May 14, 2013, Capital One Multi-Asset Execution Trust issued $700 million of 3-year floating rate notes from our credit card securitization trust. See “Note 9—Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Other Debt

We filed a shelf registration statement with the U.S. Securities & Exchange Commission (“SEC”) on April 30, 2012, which will expire three years from the filing date, under which, from time to time, we may offer and sell an indeterminate aggregate amount of senior or subordinated debt securities, preferred stock, depository shares, common stock, purchase contracts, warrants and units. There is no limit under this shelf registration statement to the amount or number of such securities that we may offer and sell, subject to market conditions.

Senior and Subordinated Notes

As of June 30, 2013, we had $12.4 billion of senior and subordinated notes outstanding, net of a fair value hedging loss of $137 million. As of December 31, 2012, we had $12.7 billion of senior and subordinated notes

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outstanding, net of a fair value hedging loss of $857 million. In the first six months of 2013, we issued $850 million of long-term senior unsecured debt. The offering of senior notes included $250 million of floating-rate debt due 2016 and $600 million of fixed-debt rate due 2018.

In the first quarter of 2013, we exchanged $1.2 billion of outstanding 8.80% subordinated notes due 2019. The transaction involved offering current holders market value plus an exchange premium for these outstanding notes, which consideration was paid through a combination of $1.4 billion of new 3.375% subordinated notes due 2023 and cash of $209 million. In the second quarter of 2013, we exchanged $763 million of outstanding 6.75% senior notes due 2017. The transaction involved offering current holders market value plus an exchange premium for these outstanding notes, which consideration was paid through a combination of $839 million of new 3.5% senior notes due 2023 and cash of $88 million. Both exchanges were accounted for as a modification of debt.

See “Note 9—Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Junior Subordinated Debentures

In the first quarter of 2013 in connection with our redemption of our trust preferred securities, we redeemed our junior subordinated debt with an aggregate carrying value of $3.65 billion, resulting in a $65 million loss on extinguishment of debt.

FHLB Advances

In addition to issuance capacity under the shelf registration statement, we have access to other borrowing programs, including advances from the FHLB. Our FHLB membership is secured by our investment in FHLB stock which totaled $746 million and $1.3 billion as of June 30, 2013 and December 31, 2012, respectively, and is included in other assets on our consolidated balance sheets.

We had outstanding FHLB advances, which were secured by our investment securities, residential home loans, multifamily loans, commercial real-estate loans and home equity lines of credit, totaling $11.2 billion and $20.9 billion as of June 30, 2013 and December 31, 2012, respectively.

Composition of Customer Deposits, Short-term Borrowings and Long-term Debt

The table below summarizes the components of our deposits, short-term borrowings and long-term debt as of June 30, 2013 and December 31, 2012. Our total short-term borrowings consist of federal funds purchased and securities loaned and sold under agreements to repurchase and other short-term borrowings with an original contractual maturity of one year or less. Our long-term debt consists of borrowings with an original contractual maturity of greater than one year. The amounts presented for outstanding borrowings include unamortized debt premiums and discounts, net of fair value hedge accounting adjustments.

(Dollars in millions)	June 30, 2013		December 31, 2012
Deposits:
Non-interest bearing deposits	$	22,097	$	22,467
Interest-bearing deposits		187,768		190,018
Total deposits	$	209,865	$	212,485
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1,766	$	1,248
FHLB advances		10,201		19,900
Total short-term borrowings	$	11,967	$	21,148

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	June 30, 2013									December 31, 2012
(Dollars in millions)	Maturity Date		Interest Rate		Weighted Average Interest  Rate
Long-term debt:
Securitized debt obligations		2013 - 2030		0.23 - 6.40%		1.52	%	$	10,831	$	11,398
Senior and subordinated notes:
Fixed unsecured senior debt		2013 - 2023		1.00 - 7.38%		3.91	%		8,938		8,623
Floating unsecured senior debt		2014 - 2016		0.72 - 1.43%		1.02	%		750		500
Total unsecured senior debt						3.68	%		9,688		9,123
Fixed unsecured subordinated debt		2014 - 2023		3.38 - 8.80%		4.98	%		2,718		3,563
Total senior and subordinated notes									12,406		12,686
Other long-term borrowings:
Fixed junior subordinated debt		N/A		N/A		N/A			0		3,641
FHLB advances		2013 - 2023		0.34 - 6.88%		0.80	%		1,027		1,037
Total long-term debt								$	24,264	$	28,762
Total short-term borrowings and long-term debt								$	36,231	$	49,910

Components of Interest Expense

The following table displays interest expense attributable to short-term borrowings and long-term debt for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June  30,				Six Months Ended June 30,
(Dollars in millions)	2013		2012		2013		2012
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1	$	0	$	1	$	1
FHLB advances		5		3		16		4
Total short-term borrowings		6		3		17		5
Long-term debt:
Securitized debt obligations(1)		45		69		101		149
Senior and subordinated notes:(1)
Unsecured senior debt		60		56		116		114
Unsecured subordinated debt		22		31		48		61
Total senior and subordinated notes		82		87		164		175
Other long-term borrowings:
Junior subordinated debt		0		78		1		157
FHLB advances		3		3		5		6
Other		3		2		6		4
Total long-term debt		133		239		277		491
Total short-term borrowings and long-term debt	$	139	$	242	$	294	$	496

⁽¹⁾  Interest expense includes the impact from hedge accounting.

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NOTE 9—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Use of Derivatives

We manage our asset/liability position and market risk exposure in accordance with prescribed risk management policies and limits established by our Market and Liquidity Risk Policy and approved by our Board of Directors. Our primary market risk stems from the impact on our earnings and economic value of equity from changes in interest rates, and to a lesser extent, changes in foreign exchange rates. We manage our interest rate sensitivity through several approaches, which include, but are not limited to, changing the maturity and re-pricing characteristics of various balance sheet categories and by entering into interest rate derivatives. Derivatives are also utilized to manage our exposure to changes in foreign exchange rates. Derivative instruments may be privately negotiated contracts, which are often referred to as over-the-counter (“OTC”) derivatives, or they may be listed and traded on an exchange. We execute our derivative contracts in both the OTC and exchange-traded derivative markets. In addition to interest rate swaps, we use a variety of other derivative instruments, including caps, floors, options, futures and forward contracts, to manage our interest rate and foreign currency risk. On a regular basis, we enter into customer-accommodation derivative transactions. We engage in these transactions as a service to our commercial banking customers to facilitate their risk management objectives. We typically offset the market risk exposure to our customer-accommodation derivatives through derivative transactions with other counterparties.

Accounting for Derivatives

We account for derivatives pursuant to the accounting standards for derivatives and hedging activities. The outstanding notional amount of our derivative contracts totaled $60.8 billion as of June 30, 2013, compared with $57.8 billion as of December 31, 2012. The notional amount provides an indication of the volume of our derivatives activity and is used as the basis on which interest and other payments are determined; however, it is generally not the amount exchanged. Derivatives are recorded at fair value in our consolidated balance sheets. The fair value of a derivative represents our estimate of the amount at which a derivative could be exchanged in an orderly transaction between market participants. We report derivatives in a gain position, or derivative assets, in our consolidated balance sheets as a component of other assets. We report derivatives in a loss position, or derivative liabilities, in our consolidated balance sheets as a component of other liabilities. We report derivative asset and liability amounts on a gross basis based on individual contracts, which does not take into consideration the effects of master netting agreements or collateral netting. The fair value of derivative assets and derivative liabilities reported in our consolidated balance sheets was $1.1 billion and $638 million, respectively, as of June 30, 2013, compared with $1.8 billion and $400 million, respectively, as of December 31, 2012.

Our derivatives are designated as either qualifying accounting hedges or free-standing derivatives. Free-standing derivatives consist of customer-accommodation derivatives and economic hedges that we enter into for risk management purposes that are not linked to specific assets or liabilities or to forecasted transactions and, therefore, do not qualify for hedge accounting. Qualifying accounting hedges are designated as fair value hedges or cash flow hedges.

• Fair Value Hedges: We designate derivatives as fair value hedges to manage our exposure to changes in the fair value of certain financial assets and liabilities, which fluctuate in value as a result of movements in interest rates. Changes in the fair value of derivatives designated as fair value hedges are recorded in earnings together with offsetting changes in the fair value of the hedged item and any resulting ineffectiveness. Our fair value hedges consist of interest rate swaps that are intended to modify our exposure to interest rate risk on various fixed rate liabilities. These hedges have maturities through 2023 and have the effect of converting some of our fixed rate debt and deposits to variable rate.

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• Cash Flow Hedges: We designate derivatives as cash flow hedges to manage our exposure to variability in cash flows related to forecasted transactions. Changes in the fair value of derivatives designated as cash flow hedges are recorded as a component of AOCI, to the extent that the hedge relationships are effective, and amounts are reclassified from AOCI to earnings as the forecasted transactions occur. To the extent that any ineffectiveness exists in the hedge relationships, the amounts are recorded in current period earnings. Our cash flow hedges consist of interest rate swaps that are intended to hedge the variability in interest payments on some of our variable rate assets through 2018. These hedges have the effect of converting some of our variable rate assets to a fixed rate. We also have entered into forward foreign currency derivative contracts to hedge our exposure to variability in cash flows related to foreign currency denominated intercompany borrowings.

• Free-Standing Derivatives: We use free-standing derivatives to hedge the risk of changes in the fair value of residential mortgage servicing rights (“MSRs”), mortgage loan origination and purchase commitments and other interests held. We also categorize our customer-accommodation derivatives and the related offsetting contracts as free-standing derivatives. Changes in the fair value of free-standing derivatives are recorded in earnings as a component of other non-interest income.

Balance Sheet Presentation

The following table summarizes the fair value and related outstanding notional amounts of derivative instruments reported in our consolidated balance sheets as of June 30, 2013 and December 31, 2012. The fair value amounts are segregated by derivatives that are designated as accounting hedges and those that are not, and are further segregated by type of contract within those two categories.

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(Dollars in millions)	June 30, 2013						December 31, 2012
	Notional or Contractual Amount		Derivatives at Fair Value				Notional or Contractual Amount		Derivatives at Fair Value
			Assets		Liabilities				Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	15,576	$	360	$	137	$	15,902	$	1,020	$	0
Cash flow interest rate contracts		14,525		5		182		13,025		116		14
Total interest rate contracts		30,101		365		319		28,927		1,136		14
Foreign exchange contracts:
Cash flow foreign exchange contracts		4,529		142		2		5,212		18		40
Total foreign exchange contracts		4,529		142		2		5,212		18		40
Total derivatives designated as accounting hedges		34,630		507		321		34,139		1,154		54
Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs		224		0		3		147		12		2
Customer accommodation		21,209		403		209		18,900		479		273
Other interest rate exposures		2,324		35		24		2,553		45		22
Total interest rate contracts		23,757		438		236		21,600		536		297
Foreign exchange contracts		1,337		186		67		1,372		158		46
Other contracts		1,073		13		14		701		0		3
Total derivatives not designated as accounting hedges		26,167		637		317		23,673		694		346
Total derivatives	$	60,797	$	1,144	$	638	$	57,812	$	1,848	$	400

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We present the derivative assets and liabilities and repurchase agreements as gross amounts in our consolidated balance sheet. The following tables summarize gross and net information about our derivative transactions and repurchase agreements subject to legally enforceable master netting agreements and the corresponding collateral received or pledged.

							Gross Amounts Not Offset in the Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets Presented in the Balance Sheet		Financial Instruments			Collateral Received			Net Amount
As of June 30, 2013
Derivatives	$	1,144	$	0	$	1,144	$	(252	)	$	(587	)(1)	$	305	(2)
Total	$	1,144	$	0	$	1,144	$	(252	)	$	(587	)	$	305

							Gross Amounts Not Offset in the Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in  the Balance Sheet		Net Amounts of Liabilities Presented in the Balance Sheet		Financial Instruments			Collateral Pledged			Net Amount
As of June 30, 2013
Derivatives	$	638	$	0	$	638	$	(252	)	$	(156	)(1)	$	230	(2)
Repurchase agreements		895		0		895		0			(895	)		0
Total	$	1,533	$	0	$	1,533	$	(252	)	$	(1,051	)	$	230

							Gross Amounts Not Offset in the Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets		Gross Amounts Offset in  the Balance Sheet		Net Amounts of Assets Presented in the Balance Sheet		Financial Instruments			Collateral Received			Net Amount
As of December 31, 2012
Derivatives	$	1,848	$	0	$	1,848	$	(220	)	$	(1,160	)(1)	$	468	(2)
Total	$	1,848	$	0	$	1,848	$	(220	)	$	(1,160	)	$	468

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							Gross Amounts Not Offset in the Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in  the Balance Sheet		Net Amounts of Liabilities Presented in the Balance Sheet		Financial Instruments			Collateral Pledged			Net Amount
As of December 31, 2012
Derivatives	$	400	$	0	$	400	$	(220	)	$	(98	)(1)	$	82	(2)
Repurchase agreements		1,235		0		1,235		0			(1,235	)		0
Total	$	1,635	$	0	$	1,635	$	(220	)	$	(1,333	)	$	82

⁽¹⁾ When we receive or pledge collateral, we factor in accrued interest when calculating net positions with counterparties.

⁽²⁾ The majority of the net position relates to customer swaps. Customer swaps are cross-collateralized by the associated commercial loans and we do not require additional collateral on these transactions.

Under our existing enforceable master netting arrangements, we have the right to offset contracts with the same counterparty. Under these arrangements, either counterparty can request the net settlement of all contracts through a single payment upon default on or termination of any one contract.

Income Statement Presentation and AOCI

The following tables summarize the impact of derivatives and the related hedged items on our consolidated statements of income and AOCI.

Fair Value Hedges and Free-Standing Derivatives

The net gains (losses) recognized in earnings related to derivatives in fair value hedging relationships and free-standing derivatives are presented below for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Derivatives designated as accounting hedges(1):
Fair value interest rate contracts:
Gains (losses) recognized in earnings on derivatives	$	(317	)	$	147		$	(412	)	$	79
Gains (losses) recognized in earnings on hedged items		300			(146	)		390			(87	)
Net fair value hedge ineffectiveness gains (losses)		(17	)		1			(22	)		(8	)
Derivatives not designated as accounting hedges(1):
Interest rate contracts covering:
MSRs		(8	)		5			(8	)		3
Customer accommodation		16			7			25			18
Other interest rate exposures		(8	)		24			(9	)		(57	)
Total		0			36			8			(36	)
Foreign exchange contracts		(2	)		4			(4	)		(9	)
Other contracts		4			(2	)		(7	)		(3	)
Total gains (losses) on derivatives not designated as accounting hedges		2			38			(3	)		(48	)
Net derivative gains (losses) recognized in earnings	$	(15	)	$	39		$	(25	)	$	(56	)

⁽¹⁾ Amounts are recorded in our consolidated statements of income in other non-interest income.

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Cash Flow Hedges

The table below shows the net gains (losses) related to derivatives designated as cash flow hedges for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2013			2012			2013			2012
Gains (losses) recorded in AOCI:
Cash flow hedges:
Interest rate contracts	$	(146	)	$	50		$	(147	)	$	56
Foreign exchange contracts		(5	)		(5	)		(10	)		(11	)
Subtotal		(151	)		45			(157	)		45
Net derivative gains (losses) recognized in AOCI	$	(151	)	$	45		$	(157	)	$	45
Gains (losses) recorded in earnings:
Cash flow hedges:
Gains (losses) reclassified from AOCI into earnings:
Interest rate contracts(1)	$	14		$	11		$	26		$	20
Foreign exchange contracts(2)		(4	)		(5	)		(9	)		(11	)
Subtotal		10			6			17			9
Gains (losses) recognized in earnings due to ineffectiveness:
Interest rate contracts(2)		(1	)		0			(1	)		0
Subtotal		(1	)		0			(1	)		0
Net derivative gains (losses) recognized in earnings	$	9		$	6		$	16		$	9

⁽¹⁾ Amounts reclassified are recorded in our consolidated statements of income in interest income or interest expense.

⁽²⁾ Amounts reclassified are recorded in our consolidated statements of income in other non-interest income.

We expect to reclassify net after-tax gains of $60.8 million recorded in AOCI as of June 30, 2013, related to derivatives designated as cash flow hedges to earnings over the next 12 months, which we expect to offset against the cash flows associated with the hedged forecasted transactions. The maximum length of time over which forecasted transactions were hedged was 5 years as of June 30, 2013. The amount we expect to reclassify into earnings may change as a result of changes in market conditions and ongoing actions taken as part of our overall risk management strategy.

Credit Risk-Related Contingency Features

Certain of our derivative contracts include provisions requiring that our debt maintain a credit rating of investment grade or above by each of the major credit rating agencies. In the event of a downgrade of our debt credit rating below investment grade, some of our derivative counterparties would have the right to terminate the derivative contract and close-out the existing positions. Other derivative contracts include provisions that would, in the event of a downgrade of our debt credit rating below investment grade, allow our derivative counterparties to demand immediate and ongoing full overnight collateralization on derivative instruments in a net liability position. Certain of our derivative contracts may allow, in the event of a downgrade of our debt credit rating of any kind, our derivative counterparties to demand additional collateralization on such derivative instruments in a net liability position. The fair value of derivative instruments with credit-risk-related contingent features in a net liability position was $4 million and $7 million as of June 30, 2013 and December 31, 2012, respectively. We

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were required to post collateral totaling $161 million and $109 million as of June 30, 2013 and December 31, 2012, respectively, for our derivative transactions. If our debt credit rating had fallen below investment grade, we would have been required to post additional variation margin, which represents the impact of daily position mark-to-market calculations, of $4 million as of June 30, 2013 and December 31, 2012. In addition, we would have been required to post independent margin of $67 million as of June 30, 2013 and December 31, 2012, in compliance with the terms of certain of our swap agreements.

Derivative Counterparty Credit Risk

Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the contractual terms of the contract. Our exposure to derivative counterparty credit risk, at any point in time, is represented by the fair value of derivatives in a gain position, or derivative assets, assuming no recoveries of underlying collateral. To mitigate the risk of counterparty default, we maintain collateral agreements with certain derivative counterparties. These agreements typically require both parties to maintain collateral in the event the fair values of derivative financial instruments exceed established thresholds. We received cash collateral from derivatives counterparties totaling $319 million and $922 million as of June 30, 2013 and December 31, 2012, respectively. We also received securities from derivatives counterparties totaling $268 million and $238 million as of June 30, 2013 and December 31, 2012, respectively, which we have the ability to repledge.

We record counterparty credit risk valuation adjustments on our derivative assets to properly reflect the credit quality of the counterparty. We consider collateral and legally enforceable master netting agreements that mitigate our credit exposure to each counterparty in determining the counterparty credit risk valuation adjustment, which may be adjusted in future periods due to changes in the fair value of the derivative contract, collateral and creditworthiness of the counterparty. The cumulative counterparty credit risk valuation adjustment recorded on our consolidated balance sheets as a reduction in the derivative asset balance was $6 million and $9 million as of June 30, 2013 and December 31, 2012, respectively. We also adjust the fair value of our derivative liabilities to reflect the impact of our credit quality. We calculate this adjustment by comparing the spreads on our credit default swaps to the discount benchmark curve. The cumulative credit risk valuation adjustment related to our credit quality recorded on our consolidated balance sheets as a reduction in the derivative liability balance was $5 million and $1 million as of June 30, 2013 and December 31, 2012, respectively.

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NOTE 10—STOCKHOLDERS’ EQUITY

The following table presents the components of accumulated other comprehensive income as of June 30, 2013 and December 31, 2012, as well as the current period activity related to our other comprehensive income. AOCI is presented net of deferred tax of $396 million and $443 million, as of June 30, 2013 and December 31, 2012, respectively.

Change in AOCI Gain (Loss) by Component (Net of Tax)

	Three Months Ended June 30, 2013
(Dollars in millions)	Securities Available for Sale			Other-than- Temporary Impairment			Cash Flow Hedges			Foreign Currency Translation Adjustments			Other			Total
AOCI as of March 31, 2013	$	550		$	23		$	32		$	(93	)	$	(39	)	$	473
Other comprehensive income (loss) before reclassifications		(1,081	)		(8	)		(151	)		(18	)		5			(1,253	)
Net realized (gains) losses reclassified from AOCI into earnings		(1	)		0			(10	)		0			(1	)		(12	)
Net current period other comprehensive income (loss)		(1,082	)		(8	)		(161	)		(18	)		4			(1,265	)
AOCI as of June 30, 2013	$	(532	)	$	15		$	(129	)	$	(111	)	$	(35	)	$	(792	)
	Six Months Ended June 30, 2013
(Dollars in millions)	Securities Available for Sale			Other-than- Temporary Impairment			Cash Flow Hedges			Foreign Currency Translation Adjustments			Other			Total
AOCI as of December 31, 2012	$	708		$	(5	)	$	45		$	32		$	(41	)	$	739
Other comprehensive income (loss) before reclassifications		(1,238	)		20			(157	)		(143	)		5			(1,513	)
Net realized (gains) losses reclassified from AOCI into earnings		(2	)		0			(17	)		0			1			(18	)
Net current period other comprehensive income (loss)		(1,240	)		20			(174	)		(143	)		6			(1,531	)
AOCI as of June 30, 2013	$	(532	)	$	15		$	(129	)	$	(111	)	$	(35	)	$	(792	)

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Reclassifications Out of AOCI

	Amount Reclassified from AOCI
	Three Months			Six Months
	Ended June 30,			Ended June 30,
(Dollars in millions)	2013			2013			Affected Income Statement Line Item
Net unrealized gains (losses) on securities available for sale:
Sale of available for sale securities	$	1		$	3		Other - Non-interest income
		0			1		Income tax provision
		1			2		Net income
Net unrealized gains on cash flow hedges:
Interest rate contracts		22			42		Other - Non-interest income
Foreign exchange contracts		(6	)		(14	)	Other - Non-interest expense
		16			28
		6			11		Income tax provision
		10			17		Net income
Other:
Other		2			(1	)	Salaries and associate benefits
		1			0		Income tax provision
		1			(1	)	Net income
Total reclassifications	$	12		$	18

The table below summarizes other comprehensive income activity and the related tax impact for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended June 30,
	2013									2012
	Before			Provision			After			Before			Provision			After
(Dollars in millions)	Tax			(Benefit)			Tax			Tax			(Benefit)			Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	(1,735	)	$	(653	)	$	(1,082	)	$	171		$	66		$	105
Other-than-temporary impairment not recognized in earnings		(12	)		(4	)		(8	)		0			0			0
Net unrealized gains (losses) on cash flow hedges		(258	)		(97	)		(161	)		60			21			39
Foreign currency translation adjustments		(18	)		0			(18	)		(44	)		0			(44	)
Other		3			(1	)		4			(5	)		(2	)		(3	)
Other comprehensive income (loss)	$	(2,020	)	$	(755	)	$	(1,265	)	$	182		$	85		$	97

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	Six Months Ended June 30, 2013
	2013									2012
	Before			Provision			After			Before			Provision			After
(Dollars in millions)	Tax			(Benefit)			Tax			Tax			(Benefit)			Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	(1,989	)	$	(749	)	$	(1,240	)	$	161		$	62		$	99
Other-than-temporary impairment not recognized in earnings		33			13			20			55			21			34
Net unrealized gains (losses) on cash flow hedges		(279	)		(105	)		(174	)		61			21			40
Foreign currency translation adjustments		(143	)		0			(143	)		11			0			11
Other		7			1			6			(5	)		(2	)		(3	)
Other comprehensive income (loss)	$	(2,371	)	$	(840	)	$	(1,531	)	$	283		$	102		$	181

NOTE 11—EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars and shares in millions, except per share data)	2013			2012			2013			2012
Basic earnings per share
Income from continuing operations, net of tax	$	1,236		$	193		$	2,380		$	1,698
Loss from discontinued operations, net of tax		(119	)		(100	)		(197	)		(202	)
Net income		1,117			93			2,183			1,496
Dividends and undistributed earnings allocated to participating securities(1)		(4	)		(1	)		(9	)		(8	)
Preferred stock dividends		(13	)		0			(26	)		0
Net income available to common stockholders	$	1,100		$	92		$	2,148		$	1,488
Total weighted-average basic shares outstanding		582			578			581			543
Net income per share	$	1.89		$	0.16		$	3.70		$	2.74
	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars and shares in millions, except per share data)	2013			2012			2013			2012
Diluted earnings per share(2)
Net income available to common stockholders	$	1,100		$	92		$	2,148		$	1,488
Total weighted-average basic shares outstanding		582			578			581			543
Stock options, warrants, contingently issuable shares, and other		7			5			7			5
Total weighted-average diluted shares outstanding		589			583			588			548
Net income per share	$	1.87		$	0.16		$	3.65		$	2.72

⁽¹⁾  Includes undistributed earnings allocated to participating securities using the two-class method under the accounting guidance for computing earnings per share.

⁽²⁾  Excluded from the computation of diluted earnings per share was 5 million and 7 million of awards, options or warrants, for the three months ended June 30, 2013 and 2012, respectively, and 6 million and 8 million of awards, options or warrants, for the six months ended June 30, 2013 and 2012, respectively, because their inclusion would be anti-dilutive.

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NOTE 12—FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (also referred to as an exit price). The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. Fair value measurement of a financial asset or liability is assigned to a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below:

Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities
Level 3:	Unobservable inputs

The accounting guidance for fair value measurements requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value into earnings. We have not made any material fair value option elections as of June 30, 2013 and December 31, 2012.

Level 1, 2 and 3 Valuation Techniques

Financial instruments are considered Level 1 when the valuation is based on quoted prices in active markets for identical assets or liabilities. Level 2 financial instruments are valued using quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or models using inputs that are observable or can be corroborated by observable market data of substantially the full term of the assets or liabilities. Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable and when the determination of the fair value requires significant management judgment or estimation.

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The following table displays our assets and liabilities measured on our condensed consolidated balance sheets at fair value on a recurring basis as of June 30, 2013 and December 31, 2012:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	June 30, 2013
	Fair Value Measurements Using
(Dollars in millions)	Level 1		Level 2		Level 3		Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	840	$	0	$	0	$	840
U.S. agency debt obligations		0		101		0		101
Corporate debt securities guaranteed by U.S. government agencies		0		372		832		1,204
Residential mortgage-backed securities		0		42,012		1,535		43,547
Commercial mortgage-backed securities		0		7,091		461		7,552
Other asset-backed securities		0		7,305		109		7,414
Other		295		1,633		16		1,944
Total securities available for sale		1,135		58,514		2,953		62,602
Other assets:
Mortgage servicing rights		0		26		61		87
Derivative assets(1)(2)		13		1,059		72		1,144
Retained interests in securitizations and other		0		0		198		198
Total assets	$	1,148	$	59,599	$	3,284	$	64,031
Liabilities
Other liabilities:
Derivative liabilities(1)(2)	$	6	$	590	$	42	$	638
Total liabilities	$	6	$	590	$	42	$	638

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	December 31, 2012
	Fair Value Measurements Using
(Dollars in millions)	Level 1		Level 2		Level 3		Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	1,552	$	0	$	0	$	1,552
U.S. agency debt obligations		0		302		0		302
Corporate debt securities guaranteed by U.S. government agencies		0		362		650		1,012
Residential mortgage-backed securities		0		42,538		1,335		43,873
Commercial mortgage-backed securities		0		7,042		587		7,629
Other asset-backed securities		0		8,356		102		8,458
Other		145		993		15		1,153
Total securities available for sale		1,697		59,593		2,689		63,979
Other assets:
Mortgage servicing rights		0		0		55		55
Derivative assets(1)(2)		1		1,757		90		1,848
Retained interests in securitizations and other		0		0		204		204
Total assets	$	1,698	$	61,350	$	3,038	$	66,086
Liabilities
Other liabilities:
Derivative liabilities(1)(2)	$	1	$	361	$	38	$	400
Total liabilities	$	1	$	361	$	38	$	400

⁽¹⁾ We do not offset the fair value of derivative contracts in a loss position against the fair value of contracts in a gain position. We also do not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement.

⁽²⁾ Does not reflect $1 million and $9 million recognized as a net valuation allowance on derivative assets and liabilities for non­ performance risk as of June 30, 2013 and December 31, 2012, respectively. Non-performance risk is reflected in other assets/liabilities on the balance sheet and offset through the income statement in other income.

The determination of the classification of financial instruments in Level 2 or Level 3 of the fair value hierarchy is performed at the end of each reporting period. We consider all available information, including observable market data, indications of market liquidity and orderliness, and our understanding of the valuation techniques and significant inputs. Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the Level 3 inputs to the instruments’ fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3. The process for determining fair value using unobservable inputs is generally more subjective and involves a high degree of management judgment and assumptions. During the second quarter of 2013 and the first six months of 2013 we had minimal movements between Levels 1 and 2.

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Level 3 Instruments Only

Financial instruments are considered Level 3 when their values are determined using pricing models, which include comparison of prices from multiple sources, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable or there is significant variability among pricing sources. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. The tables below present a reconciliation for all assets and liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3). When assets and liabilities are transferred between levels, we recognize the transfer as of the end of the period.

						Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Three Months Ended June 30, 2013
																										Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as  of June  30, 2013(3)
			Total Gains or (Losses)
			(Realized/Unrealized)
						Included  in Other Comprehensive Income
	Balance, April  1, 2013		Included in  Net Income(1)																Transfers Into Level 3(2)		Transfers Out of Level 3(2)			Balance, June  30, 2013
(Dollars in millions)									Purchases		Sales			Issuances		Settlements
Assets:
Securities available-for-sale:
Corporate debt securities guaranteed by U.S. government agencies	$	768	$	0		$	(36	)	$	123	$	0		$	0	$	(18	)	$	39	$	(44	)	$	832	$	0
Residential mortgage-backed securities		1,490		(1	)		8			94		0			0		(89	)		260		(227	)		1,535		(1	)
Commercial mortgage-backed securities		704		0			(40	)		166		(10	)		0		(8	)		71		(422	)		461		0
Other asset-backed securities		71		0			(3	)		40		0			0		(1	)		8		(6	)		109		0
Other		16		0			0			0		0			0		0			0		0			16		0
Total securities available-for-sale		3,049		(1	)		(71	)		423		(10	)		0		(116	)		378		(699	)		2,953		(1	)
Other assets:
Mortgage servicing rights		58		28			0			0		0			3		(2	)		0		(26	)		61		28
Derivative assets		83		(7	)		0			0		0			3		(6	)		0		(1	)		72		(7	)
Retained interest in securitization and other		201		(3	)		0			0		0			0		0			0		0			198		(3	)
Liabilities:
Other liabilities
Derivative liabilities		42		(4	)		0			0		0			9		(5	)		0		0			42		(4	)

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						Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Three Months Ended June 30, 2012
																								Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2012(3)
			Total Gains or (Losses)
			(Realized/Unrealized)
(Dollars in millions)	Balance, April 1, 2012		Included in  Net Income(1)			Included in Other Comprehensive Income		Purchases		Sales		Issuances		Settlements			Transfers Into Level 3(2)		Transfers Out of Level 3(2)			Balance, June  30, 2012
Assets:
Securities available-for­sale:
Corporate debt securities guaranteed by U.S. government agencies	$	0	$	0		$	1	$	50	$	0	$	0	$	(1	)	$	14	$	0		$	64	$	0
Residential mortgage-backed securities		1,821		9			13		4		0		0		(134	)		130		(673	)		1,170		9
Commercial mortgage-backed securities		387		0			8		173		0		0		(16	)		0		(285	)		267		0
Other asset-backed securities		241		0			8		50		0		0		(1	)		0		(5	)		293		0
Other		7		0			0		0		0		0		0			3		0			10		0
Total securities available for sale		2,456		9			30		277		0		0		(152	)		147		(963	)		1,804		9
Other assets:
Mortgage servicing rights		95		(12	)		0		0		0		4		(3	)		0		0			84		(12	)
Derivative assets		65		47			0		0		0		3		(12	)		0		0			103		47
Retained interest in securitizations and other		140		0			0		0		0		0		0			0		0			140		0
Liabilities:
Other liabilities:
Derivative liabilities		36		8			0		0		0		0		(10	)		0		0			34		8
Other		14		(1	)		0		0		0		0		0			0		0			13		(1	)

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	Six Months Ended June 30, 2013
																										Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2013(3)
			Total Gains or (Losses)
			(Realized/Unrealized)
(Dollars in millions)	Balance, January 1, 2013		Included in  Net Income(1)			Included in Other Comprehensive Income			Purchases		Sales			Issuances		Settlements			Transfers Into Level 3(2)		Transfers Out of Level 3(2)			Balance, June  30, 2013
Assets:
Securities available-for-sale:
Corporate debt securities guaranteed by U.S. government agencies	$	650	$	0		$	(35	)	$	211	$	0		$	0	$	(28	)	$	78	$	(44	)	$	832	$	0
Residential mortgage-backed securities		1,335		(10	)		84			192		0			0		(145	)		529		(450	)		1,535		(10	)
Commercial mortgage-backed securities		587		0			(47	)		547		(10	)		0		(27	)		120		(709	)		461		0
Other asset-backed securities		102		(1	)		6			40		(41	)		0		(2	)		14		(9	)		109		(1	)
Other		15		0			0			0		0			0		0			1		0			16		0
Total securities available for sale		2,689		(11	)		8			990		(51	)		0		(202	)		742		(1,212	)		2,953		(11	)
Other assets:
Mortgage servicing rights		55		30			0			0		0			5		(3	)		0		(26	)		61		30
Derivative assets		90		(7	)		0			0		0			4		(12	)		0		(3	)		72		(7	)
Retained interest in securitizations and other		204		(6	)		0			0		0			0		0			0		0			198		(6	)
Liabilities:
Other liabilities:
Derivative liabilities		38		11			0			0		0			10		(16	)		0		(1	)		42		11

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	Six Months Ended June 30, 2012
																											Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2012(3)
			Total Gains or (Losses)
			(Realized/Unrealized)
(Dollars in millions)	Balance, January 1, 2012		Included in  Net Income(1)			Included in Other Comprehensive Income			Purchases		Sales			Issuances		Settlements			Transfers Into Level 3(2)			Transfers Out of Level 3(2)			Balance, June  30, 2012
Assets:
Securities available-for-sale:
Corporate debt securities guaranteed by U.S. government agencies	$	0	$	0		$	1		$	50	$	0		$	0	$	(1	)	$	14		$	0		$	64	$	0
Residential mortgage-backed securities		195		(1	)		(13	)		2,283		(640	)		0		(150	)		228			(732	)		1,170		(1	)
Commercial mortgage-backed securities		274		5			10			470		(76	)		0		(19	)		13			(410	)		267		5
Other asset-backed securities		32		0			13			155		0			0		(3	)		132			(36	)		293		0
Other		12		0			0			0		0			0		(5	)		9			(6	)		10		0
Total securities available-for-sale		513		4			11			2,958		(716	)		0		(178	)		396			(1,184	)		1,804		4
Other assets:
Mortgage servicing rights		93		(12	)		0			0		0			8		(5	)		0			0			84		(12	)
Derivative assets		103		45			0			0		0			4		(61	)		13			(1	)		103		45
Retained interest in securitization and other		145		(5	)		0			0		0			0		0			0			0			140		(5	)
Liabilities:
Other liabilities
Derivative liabilities		279		3			0			0		0			32		(269	)		(8	)		(3	)		34		3
Other		12		1			0			0		0			0		0			0			0			13		1

⁽¹⁾  Gains (losses) related to Level 3 mortgage servicing rights and gains (losses) related to Level 3 derivative receivables and derivative payables are reported in other non-interest income, which is a component of non-interest income. Gains (losses) related to Level 3 retained interests in securitizations are reported in servicing and securitizations income, which is a component of non-interest income.

⁽²⁾  The transfers out of Level 3 for the second quarter and first six months of 2013 and 2012 were primarily driven by greater consistency among multiple pricing sources. The transfers into Level 3 were primarily driven by less consistency among vendor pricing on individual securities.

⁽³⁾  The amount presented for unrealized gains (loss) for assets still held as of the reporting date primarily represents impairments for available-for-sale securities, accretion on certain fixed maturity securities, change in fair value of derivative instruments and mortgage servicing rights transaction. The impairments are reported in total other-than-temporary losses as a component of non-interest income.

Significant Level 3 Fair Value Asset and Liability Input Sensitivity

Changes in unobservable inputs may have a significant impact on fair value. Certain of these unobservable inputs will (in isolation) have a directionally consistent impact on the fair value of the instrument for a given change in that input. Alternatively, the fair value of the instrument may move in an opposite direction for a given change in another input. In general, an increase in the discount rate, default rates, loss severity and credit spreads, in isolation, would result in a decrease in the fair value measurement. In addition, an increase in default rates would generally be accompanied by a decrease in recovery rates, slower prepayment rates and an increase in liquidity spreads.

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Fair Value Governance and Control

We have a governance framework and a number of key controls that are intended to ensure that our fair value measurements are appropriate and reliable. Our governance framework provides for independent oversight and segregation of duties. Our control processes include review and approval of new transaction types, price verification and review of valuation judgments, methods, models, process controls and results. Groups independent from our trading and investing functions, including our Valuations Group, Model Validation Group and Fair Value Committee (“FVC”), participate in the review and validation process. The fair valuation governance process is set up in a manner that allows the Chairperson of the FVC to escalate valuation disputes that cannot be resolved at the FVC to a more senior committee called the Valuations Advisory Committee (“VAC”) for resolution. The VAC is chaired by the Chief Financial Officer. Membership of the VAC includes the Chief Risk Officer.

Our Valuations Group performs periodic independent verification of fair value measurements by using independent analytics and other available market data to determine if assigned fair values are reasonable. For example, in cases where we rely on third party pricing services to obtain fair value measures, we analyze pricing variances among different pricing sources and validate the final price used by comparing the information to additional sources, including dealer pricing indications in transaction results and other internal sources, where necessary. Additional validation procedures performed by the Valuations Group include reviewing (either directly or indirectly through the reasonableness of assigned fair values) valuation inputs and assumptions, and monitoring acceptable variances between recommended prices and validation prices. The Valuations Group periodically evaluates alternative methodologies and recommends improvements to valuation techniques. We perform due diligence reviews of the third party pricing services by comparing their prices with prices from other sources and reviewing other control documentation. Additionally, when necessary, we challenge prices from third party vendors to ensure reasonableness of prices through a pricing challenge process. This may include a request for a transparency of the assumptions used by the third party.

The FVC, which includes representation from business areas, our Risk Management division and our Finance division, is a forum for discussing fair market valuations, inputs, assumptions, methodologies, variance thresholds, valuation control environment and material risks or concerns related to fair market valuations. Additionally, the FVC is empowered to resolve valuation disputes between the primary valuation providers and the valuations control group. It provides guidance and oversight to ensure an appropriate valuation control environment. The FVC regularly reviews and approves our valuation methodologies to ensure that our methodologies and practices are consistent with industry standards and adhere to regulatory and accounting guidance. The Chief Financial Officer determines when material issues or concerns regarding valuations shall be raised to the Audit Committee or other delegated committee of the Board of Directors.

We have a model policy, established by an independent Model Risk Office, which governs the validation of models and related supporting documentation to ensure the appropriate use of models for pricing.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the significant unobservable inputs relied upon to determine the fair values of our recurring Level 3 financial instruments. We utilize multiple third party pricing services to obtain fair value measures for our securities. Several of our third party pricing services are only able to provide unobservable input information for a limited number of securities due to software licensing restrictions. Other third party pricing services are able to provide unobservable input information for all securities for which they provide a valuation. As a result, the unobservable input information for the available-for-sale securities presented below represents a composite summary of all information we are able to obtain for a majority of our securities. The unobservable input information for all other Level 3 financial instruments is based on the assumptions used in our internal valuation models.

Quantitative Information about Level 3 Fair Value Measurements
(Dollars in millions)	Fair Value at June 30, 2013		Significant Valuation Techniques	Significant Unobservable Inputs	Range	Weighted Average
Assets:
Securities available for sale:
Residential mortgage- backed securities	$	1,535	Discounted cash flows (3rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	0-25% 0-24% 0-20% 0-75%	6% 5% 8% 50%
Commercial mortgage- backed securities	$	461	Discounted cash flows (3rd party pricing)	Yield Constant prepayment rate	2-4% 0-15%	3% 3%
Other asset-backed securities	$	109	Discounted cash flows (3rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	3-9% 0-6% 2-28% 45-88%	5% 2% 13% 71%
U.S. government guaranteed debt and other .	$	848	Discounted cash flows (3rd party pricing)	Yield	0-4%	2%
Other assets:
Mortgage servicing rights.	$	61	Discounted cash flows	Total prepayment rate Discount rate Servicing cost ($ per loan)	11.12-32.43% 9.95-17.07% $82-$408	18.09% 11.17% $91
Derivative assets	$	72	Discounted cash flows	Swap rates	2.69-3.31%	3.23%
Retained interests in securitization and other	$	198	Discounted cash flows	Life of receivables (months) Constant prepayment rate Discount rate Default rate Loss severity	35-87 1.40-15.00% 4.18-13.57% 1.39-8.39% 16.91-89.22%	71 6.67% 13.20% 5.64% 25.77%
Liabilities:
Other liabilities:
Derivative liabilities	$	42	Discounted cash flows	Swap rates	2.71-3.29%	3.21%

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	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at		Significant	Significant
	December 31,		Valuation	Unobservable		Weighted
(Dollars in millions)	2012		Techniques	Inputs	Range	Average
Assets:
Securities available for sale:
Residential mortgage-	$	1,335	Discounted	Yield	0-24%	5%
backed securities			cash flows	Constant prepayment rate	0-26%	6%
			(3rd party	Default rate	0-21%	9%
			pricing)	Loss severity	4-75%	52%
Commercial mortgage-	$	587	Discounted	Yield	1-3%	2%
backed securities			cash flows	Constant prepayment rate	0-15%	11%
			(3rd party
			pricing)
Other asset-backed	$	102	Discounted	Yield	1-24%	4%
securities			cash flows	Constant prepayment rate	0-5%	2%
			(3rd party	Default rate	1-28%	15%
			pricing)	Loss severity	46-88%	72%
U.S. government	$	665	Discounted	Yield	1-4%	2%
guaranteed debt and other			cash flows
			(3rd party
			pricing)
Other assets:
Mortgage servicing rights.	$	55	Discounted	Constant prepayment rate	11.77-32.99%	19.37%
			cash flows	Discount rate	9.95-37.88%	12.66%
				Servicing cost ($ per loan)	$81-$864	$302
Derivative assets.	$	90	Discounted	Swap rates	1.82-2.58%	2.46%
			cash flows
Retained interests in	$	204	Discounted	Life of receivables (months)	29-243	66
securitization and other			cash flows	Constant prepayment rate	1.25-22.21%	13.52%
				Discount rate	2.90-13.57%	12.70%
Liabilities:
Other liabilities:
Derivative liabilities	$	38	Discounted	Swap rates	1.82-2.55%	2.42%
			cash flows

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We are required to measure and recognize certain other financial assets at fair value on a nonrecurring basis in the consolidated balance sheets. These financial assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when we evaluate impairment).

Loans Held For Sale

Loans held for sale are carried at the lower of aggregate cost, net of deferred fees and deferred origination costs, or fair value. The fair value of loans held for sale is determined using a discounted cash flow model or the fair value of the underlying collateral, less the estimated cost to sell. Held-for-sale loans that are valued using a discounted cash flow model are classified as level 2. Loans that are valued using fair value less the estimated cost

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to sell have significant unobservable inputs and are classified as level 3 under the fair value hierarchy. We determined the fair value of the Best Buy loan portfolio, which was transferred to held for sale, based upon the purchase price specified in the purchase and sale agreement, which is deemed to be representative of a market price. See “Note 4—Loans” for further discussion on the Best Buy loan portfolio transferred to held for sale from held for investment in the first quarter of 2013. Fair value adjustments to loans held for sale are recorded in other non-interest income in our consolidated statements of income.

Loans Held For Investment, Net

Loans held for investment that are individually impaired are carried at the lower of cost or fair value of the underlying collateral, less the estimated cost to sell. Due to the use of unobservable inputs, loans held for investment are classified as Level 3 under the fair value hierarchy. Fair value adjustments for loans held for investment are recorded in provision for credit losses in the consolidated statement of income.

Foreclosed Property and Other Repossessed Assets

Foreclosed property and other repossessed assets are carried at the lower of the carrying amount or fair value less costs to sell. Due to the use of significant unobservable inputs, foreclosed property is classified as Level 3 under the fair value hierarchy. Fair value adjustments for foreclosed property are recorded in other non-interest expense in the consolidated statement of income.

Other Assets

Nonrecurring other assets measured at fair value consist of long-lived assets held for sale. These assets are recorded in other assets in our consolidated balance sheets. These assets are carried at the lower of their carrying amount or fair value less costs to sell. Due to the use of unobservable inputs, long-lived assets held for sale are classified as Level 3 under the fair value hierarchy. Fair value adjustments for other assets are recorded in other non-interest expense in the consolidated statement of income.

For assets measured at fair value on a nonrecurring basis and still held on the consolidated balance sheet, the following table provides the fair value measures by level of valuation assumptions used and the gains or losses recognized for these assets as a result of fair value measurements.

The following table presents the carrying amounts of all assets that were still held as of June 30, 2013 and December 31, 2012, and for which a nonrecurring fair value measurement was recorded during the six and twelve months then ended.

	June 30, 2013
	Fair Value Measurements Using						Assets at  Fair Value		Significant Valuation Techniques	Significant Unobservable Inputs	Range			Weighted Average
(Dollars in millions)	Level 1		Level 2		Level 3
Assets:
Loans held for sale	$	0	$	135	$	0	$	135	N/A	N/A		N/A			N/A
Best Buy net assets held for sale(1)		0		6,407		0		6,407	N/A	N/A		N/A			N/A
Loans held for investment		0		0		78		78	Appraisal Value	Non­ recoverable rate		0-84	%		16	%
Foreclosed property(2)		0		0		64		64	Appraisal Value	Cost to Sell		10-14	%		10	%
Other(3)		0		0		9		9	Appraisal Value	Cost to Sell		6-6	%		6	%
Total	$	0	$	6,542	$	151	$	6,693

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	December 31, 2012
	Fair Value Measurements Using						Assets at  Fair Value		Significant Valuation Techniques	Significant Unobservable Inputs	Range			Weighted Average
(Dollars in millions)	Level 1		Level 2		Level 3
Assets:
Loans held for sale	$	0	$	201	$	0	$	201	N/A	N/A		N/A			N/A
Loans held for investment		0		0		162		162	Appraisal Value	Non­ recoverable rate		0-100	%		13	%
Foreclosed property(2)		0		0		50		50	Appraisal Value	Cost to Sell		10-14	%		11	%
Other(3)		0		0		59		59	Appraisal Value	Cost to Sell		6-6	%		6	%
Total	$	0	$	201	$	271	$	472

The following table presents total nonrecurring fair value measurements for the period, included in earnings, attributable to the change in fair value relating to assets that are still held at June 30, 2013 and 2012.

	Total Gains (Losses)
	Six Months Ended June 30,
(Dollars in millions)	2013			2012
Assets:
Loans held for sale	$	(5	)	$	29
Best Buy net assets held for sale(1)		(10	)		0
Loans held for investment		(17	)		(31	)
Foreclosed property(2)		(6	)		(14	)
Other(3)		(5	)		(4	)
Total	$	(43	)	$	(20	)

⁽¹⁾ Represents the fair value and the related losses on the Best Buy net assets held for sale. The majority of these assets are included in loans held for sale, with the remaining portion of these assets being included in other assets and other liabilities.

⁽²⁾ Represents the fair value and related losses of foreclosed properties that were written down subsequent to their initial classification as foreclosed properties.

⁽³⁾  Consists of long lived assets classified as held for sale.

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Fair Value of Financial Instruments

The following reflects the fair value of financial instruments, whether or not recognized on the condensed consolidated balance sheets at fair value, as of June 30, 2013 and December 31, 2012:

	June 30, 2013				Fair Value Measurements Using
	Carrying		Estimated
(Dollars in millions)	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	4,653	$	4,653	$	4,653	$	0	$	0
Restricted cash for securitization investors		377		377		377		0		0
Securities available for sale		62,602		62,602		1,135		58,514		2,953
Loans held for sale		6,248		6,248		0		6,248		0
Net loans held for investment		187,105		191,468		0		0		191,468
Interest receivable		1,454		1,454		0		1,454		0
Derivative assets		1,144		1,144		13		1,059		72
Mortgage servicing rights		87		87		0		26		61
Financial liabilities:
Non-interest bearing deposits	$	22,097	$	22,097	$	22,097	$	0	$	0
Interest-bearing deposits		187,768		185,566		0		19,769		165,797
Securitized debt obligations		10,831		10,966		0		10,719		247
Senior and subordinated notes		12,406		12,886		0		12,886		0
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,766		1,766		1,766		0		0
Other borrowings		11,228		11,236		0		11,236		0
Interest payable		324		324		0		324		0
Derivative liabilities		638		638		6		590		42

	December 31, 2012				Fair Value Measurements Using
	Carrying		Estimated
(Dollars in millions)	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	11,058	$	11,058	$	11,058	$	0	$	0
Restricted cash for securitization investors		428		428		428		0		0
Securities available for sale		63,979		63,979		1,697		59,593		2,689
Loans held for sale		201		201		0		201		0
Net loans held for investment		200,733		205,000		0		0		205,000
Interest receivable		1,694		1,694		0		1,694		0
Derivatives		1,848		1,848		1		1,757		90
Mortgage servicing rights		55		55		0		0		55
Financial liabilities:
Non-interest bearing deposits	$	22,467	$	22,467	$	22,467	$	0	$	0
Interest-bearing deposits		190,018		189,423		0		22,216		167,207
Securitized debt obligations		11,398		11,590		0		11,252		338
Senior and subordinated notes		12,686		13,312		0		13,312		0
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,248		1,248		1,248		0		0
Other borrowings		24,578		24,616		346		24,215		55
Interest payable		450		450		0		450		0
Derivatives		400		400		1		361		38

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The following describes the valuation techniques used in estimating the fair value of our financial instruments as of June 30, 2013 and December 31, 2012. We applied the fair value provisions to the financial instruments not recognized on the consolidated balance sheet at fair value, which include loans held for investment, interest receivable, non-interest bearing and interest bearing deposits, other borrowings, senior and subordinated notes, and interest payable. The provisions requiring us to maximize the use of observable inputs and to measure fair value using a notion of exit price were factored into our selection of inputs of our established valuation techniques.

Cash and Cash Equivalents

The carrying amounts of cash and due from banks, federal funds sold and securities purchased under agreements to resell and interest-bearing deposits with banks approximate fair value.

Restricted Cash for Securitization Investors

The carrying amounts of restricted cash for securitization investors approximate their fair value due to their relatively short-term nature.

Securities Available For Sale

Quoted prices in active markets are used to measure the fair value of U.S. Treasury securities. For other investment categories, we utilize multiple third-party pricing services to obtain fair value measures for the large majority of our securities. A pricing service may be considered as the primary pricing provider for certain types of securities, and the designation of the primary pricing provider may vary depending on the type of securities. The determination of the primary pricing provider is based on our experience and validation benchmark of the pricing service’s performance in terms of providing fair value measurement for the various types of securities.

Certain securities available for sale are classified as Level 2 and 3, the majority of which are collateralized mortgage obligations and mortgage-backed securities. Level 2 and 3 classifications indicate that significant valuation assumptions are not consistently observable in the market. When significant assumptions are not consistently observable, fair values are derived using the best available data. Such data may include quotes provided by a dealer, the use of external pricing services, independent pricing models, or other model-based valuation techniques such as calculation of the present values of future cash flows incorporating assumptions such as benchmark yields, spreads, prepayment speeds, credit ratings, and losses. The techniques used by the pricing services utilize observable market data to the extent available. Pricing models may be used, which can vary by asset class and may incorporate available trade, bid and other market information. Across asset classes, information such as trader/dealer input, credit spreads, forward curves, and prepayment speeds are used to help determine appropriate valuations. Because many fixed income securities do not trade on a daily basis, the evaluated pricing applications may apply available information through processes such as benchmarking curves, like securities, sector groupings, and matrix pricing to prepare valuations. In addition, model processes are used by the pricing services to develop prepayment and interest rate scenarios.

We validate the pricing obtained from the primary pricing providers through comparison of pricing to additional sources, including other pricing services, dealer pricing indications in transaction results, and other internal sources. Pricing variances among different pricing sources are analyzed and validated. Additionally, on an on-going basis we may select a sample of securities and test the third-party valuation by obtaining more detailed information about the pricing methodology, sources of information, and assumptions used to value the securities.

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The significant unobservable inputs used in the fair value measurement of our residential, asset-backed and commercial securities include yield, prepayment rate, default rate and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation or combination would result in a significant change in fair value measurement. Generally, an increase in the yield assumption will result in a decrease in fair value measurement, however, an increase or decrease in prepayment rate, default rate or loss severity may have a different impact on the fair value given various characteristics of the security including the capital structure of the deal, credit enhancement for the security or other factors.

There was a considerable decrease in the market value of our portfolio holdings as of June 30, 2013, compared with December 31, 2012 due to higher interest rates.

Loans Held For Sale

We determined the fair value of the Best Buy loan portfolio, which was transferred to held for sale, based upon the purchase price specified in the purchase and sale agreement, which is deemed to be representative of a market price. See “Note 4— Loans” for further discussion on the Best Buy loan portfolio transferred to held for sale from held for investment in the first quarter of 2013. Our estimation of the fair value of the remaining loans classified as held for sale was determined using current secondary market prices for loan pools with similar characteristics. The carrying amount of these remaining loans held for sale as of June 30, 2013 and December 31, 2012 approximates fair value.

Loans Held For Investment, Net

The fair values of credit card loans, installment loans, auto loans, home loans and commercial loans were estimated using a discounted cash flow method, a form of the income approach. Discount rates were determined considering rates at which similar portfolios of loans would be made under current conditions and considering liquidity spreads applicable to each loan portfolio based on the secondary market. The fair value of credit card loans excluded any value related to customer account relationships. The fair value of these loans as of June 30, 2013 remained roughly unchanged compared to the previous quarter as the impact of higher market rates was offset by improved credit performance in our card, mortgage and commercial loan portfolios.

Interest Receivable

The carrying amount of interest receivable approximates the fair value of this asset due to its relatively short-term nature.

Derivative Assets and Liabilities

We use both exchange-traded derivatives and over-the-counter (“OTC”) derivatives to manage our interest rate and foreign currency risk exposure. Quoted market prices are available and used for our exchange-traded derivatives, which we classify as Level 1. However, substantially all of our derivatives are traded in OTC markets where quoted market prices are not always readily available. Therefore, we value most OTC derivatives using valuation techniques, which include internally-developed models. We primarily rely on market observable inputs for our models, such as interest rate yield curves, credit curves, option volatility and currency rates, that vary depending on the type of derivative and nature of the underlying rate, price or index upon which the derivative’s value is based. Where model inputs can be observed in a liquid market and the model does not require significant judgment, such derivatives are typically classified as Level 2 of the fair value hierarchy. When instruments are traded in less liquid markets and significant inputs are unobservable, such as interest rate swaps whose remaining terms do not correlate with market observable interest rate yield curves, the derivatives are classified as Level 3.

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The impact of counterparty non-performance risk is considered when measuring the fair value of derivative receivables. These derivatives are included in other assets on the balance sheet.

We validate the pricing obtained from the internal models through comparison of pricing to additional sources, including external valuation agents and other internal sources. Pricing variances among different pricing sources are analyzed and validated.

Mortgage Servicing Rights

Mortgage Servicing Rights (“MSRs”) do not trade in an active market with readily observable prices. Accordingly, we determine the fair value of MSRs using a valuation model that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, cost to service, contractual servicing fee income, ancillary income and late fees. We record MSRs at fair value on a recurring basis. Fair value measurements of MSRs use significant unobservable inputs and, accordingly, are classified as Level 3. In the event we enter into an agreement with a third party to sell the MSRs, the valuation is based on the agreed upon sale price which is considered to be the determined exit price for the assets and the MSRs are classified as Level 2.

Non-Interest Bearing Deposits

The carrying amount of non-interest bearing deposits approximates fair value.

Interest-Bearing Deposits

The fair value of interest-bearing deposits was determined based on discounted expected cash flows using discount rates consistent with current market rates for similar products with similar remaining terms.

Securitized Debt Obligations

We utilized multiple third party pricing services to obtain fair value measures for the large majority of our securitized debt obligations. The techniques used by the pricing services utilize observable market data to the extent available; and pricing models may be used which incorporate available trade, bid and other market information as described in the above section. We used internal pricing models, discounted cash flow models or similar techniques to estimate the fair value of certain securitization trusts where third-party pricing was not available.

Senior and Subordinated Notes

We engage multiple third party pricing services in order to estimate the fair value of senior and subordinated notes. The pricing service utilizes a pricing model that incorporates available trade, bid and other market information. It also incorporates spread assumptions, volatility assumptions and relevant credit information into the pricing models.

Federal Funds Purchased and Securities Loaned or Sold under Agreements to Repurchase and Other Borrowings

The carrying amount of federal funds purchased and repurchase agreements approximates fair value. The fair value of FHLB advances was determined based on discounted expected cash flows using discount rates consistent with current market rates for FHLB advances with similar remaining terms. We engage multiple third

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party pricing services in order to estimate the fair value of junior subordinated borrowings. The pricing service utilizes a pricing model that incorporates available trade information. It also incorporates available market and credit information into the pricing process. The decrease in fair value of our other borrowings at June 30, 2013 was primarily due to market interest rates being slightly higher than the interest rates on the debt we own.

Interest Payable

The carrying amount of interest payable approximates the fair value of this liability due to its relatively short-term nature.

NOTE 13—BUSINESS SEGMENTS

Our principal operations are currently organized for management reporting purposes into three primary business segments, which are defined primarily based on the products and services provided or the type of customer served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into our existing business segments. Certain activities that are not part of a segment, such as management of our corporate investment portfolio and asset/liability management by our centralized Corporate Treasury group, are included in the “Other” category.

Basis of Presentation

The results of our individual businesses, which we report on a continuing operations basis, reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. Our business segment results are intended to reflect each segment as if it were a stand-alone business. We use an internal management accounting and reporting process to derive our business segment results. Our internal management accounting and reporting process employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. Total interest income and net fees are directly attributable to the segment in which they are reported. The net interest income of each segment reflects the results of our funds transfer pricing process, which is primarily based on a matched maturity method that takes into consideration market rates. Our funds transfer pricing process provides a funds credit for sources of funds, such as deposits generated by our Consumer Banking and Commercial Banking businesses, and a funds charge for the use of funds by each segment. The allocation process is unique to each business segment and acquired businesses. We provide additional information on the allocation methodologies used to derive our business segment results in “Note 20—Business Segments” in our 2012 Form 10-K.

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Segment Results and Reconciliation

The following tables present our business segment results for the three and six months ended June 30, 2013 and 2012 as well as selected balance sheet data as of June 30, 2013 and December 31, 2012 and a reconciliation of our total business segment results to our reported consolidated income from continuing operations, assets and deposits. Prior period amounts have been recast to conform to the current period presentation.

	Three Months Ended June 30, 2013
(Dollars in millions)	Credit Card			Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	2,804		$	1,478	$	457		$	(186	)	$	4,553
Non-interest income		832			189		93			(29	)		1,085
Total net revenue		3,636			1,667		550			(215	)		5,638
Provision for credit losses		713			67		(14	)		(4	)		762
Non-interest expense:
Amortization of intangibles:
PCCR intangible amortization		110			0		0			0			110
Core deposit intangible amortization		0			35		8			0			43
Total PCCR and core deposit intangible amortization		110			35		8			0			153
Other non-interest expense		1,709			875		261			61			2,906
Total non-interest expense		1,819			910		269			61			3,059
Income (loss) from continuing operations before income taxes		1,104			690		295			(272	)		1,817
Income tax provision (benefit)		385			246		105			(155	)		581
Income from continuing operations, net of tax	$	719		$	444	$	190		$	(117	)	$	1,236
	Three Months Ended June 30, 2012
(Dollars in millions)	Credit Card			Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	2,350		$	1,496	$	427		$	(272	)	$	4,001
Non-interest income		771			185		82			16			1,054
Total net revenue		3,121			1,681		509			(256	)		5,055
Provision for credit losses		1,711			44		(94	)		16			1,677
Non-interest expense:
Amortization of intangibles:
PCCR intangible amortization		88			0		0			0			88
Core deposit intangible amortization		0			42		9			0			51
Total PCCR and core deposit intangible amortization		88			42		9			0			139
Other non-interest expense		1,775			917		242			69			3,003
Total non-interest expense		1,863			959		251			69			3,142
Income (loss) from continuing operations before income taxes		(453	)		678		352			(341	)		236
Income tax provision (benefit)		(156	)		240		124			(165	)		43
Income from continuing operations, net of tax	$	(297	)	$	438	$	228		$	(176	)	$	193

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	Six Months Ended June 30, 2013
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	5,634	$	2,956	$	911		$	(378	)	$	9,123
Non-interest income		1,653		370		177			(134	)		2,066
Total net revenue		7,287		3,326		1,088			(512	)		11,189
Provision for credit losses		1,456		242		(49	)		(2	)		1,647
Non-interest expense:
Amortization of intangibles:
PCCR intangible amortization		226		0		0			0			226
Core deposit intangible amortization		0		72		15			0			87
Total PCCR and core deposit intangible amortization		226		72		15			0			313
Other non-interest expense		3,441		1,728		512			93			5,774
Total non-interest expense		3,667		1,800		527			93			6,087
Income from continuing operations before income taxes.		2,164		1,284		610			(603	)		3,455
Income tax provision (benefit)		759		457		217			(358	)		1,075
Income from continuing operations, net of tax	$	1,405	$	827	$	393		$	(245	)	$	2,380
	Six Months Ended June 30, 2012
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	4,342	$	2,784	$	858		$	(569	)	$	7,415
Non-interest income		1,369		361		167			678			2,575
Total net revenue		5,711		3,145		1,025			109			9,990
Provision for credit losses		2,169		218		(163	)		26			2,250
Non-interest expense:
Amortization of intangibles:
PCCR intangible amortization		92		0		0			0			92
Core deposit intangible amortization		0		79		18			0			97
Total PCCR and core deposit intangible amortization		92		79		18			0			189
Other non-interest expense		3,039		1,823		494			101			5,457
Total non-interest expense		3,131		1,902		512			101			5,646
Income from continuing operations before income taxes		411		1,025		676			(18	)		2,094
Income tax provision (benefit)		142		363		238			(347	)		396
Income from continuing operations, net of tax	$	269	$	662	$	438		$	329		$	1,698

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Business Segment Loans Held for Investment and Deposits

The total loans held for investment and customer deposits attributable to each of our reportable business segments as of June 30, 2013 and December 31, 2012 are presented in the tables below.

	June 30, 2013
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Consolidated Total
Total loans held for investment	$	78,310	$	72,218	$	40,805	$	179	$	191,512
Total customer deposits		0		169,789		30,869		9,207		209,865
	December 31, 2012
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Consolidated Total
Total loans held for investment	$	91,755	$	75,127	$	38,820	$	187	$	205,889
Total customer deposits		0		172,396		29,866		10,223		212,485

NOTE 14—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Letters of Credit

We issue letters of credit (financial standby, performance standby and commercial) to meet the financing needs of our customers. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party in a borrowing arrangement. Commercial letters of credit are short-term commitments issued primarily to facilitate trade finance activities for customers and are generally collateralized by the goods being shipped to the client. Collateral requirements are similar to those for funded transactions and are established based on management’s credit assessment of the customer. Management conducts regular reviews of all outstanding letters of credit and customer acceptances, and the results of these reviews are considered in assessing the adequacy of our allowance for loan and lease losses.

We had standby letters of credit and commercial letters of credit with contractual amounts of $2.0 billion and $1.9 billion as of June 30, 2013 and December 31, 2012, respectively. The carrying value of outstanding financial guarantees, which we include in other liabilities in our consolidated balance sheets, was $4 million as of June 30, 2013. These financial guarantees had expiration dates ranging from 2013 to 2019 as of June 30, 2013.

Contingent Payments Related to Acquisitions and Partnership Agreements

Certain of our acquisition and partnership agreements include contingent payment provisions in which we agree to provide future payments, up to a maximum amount, based on certain performance criteria. Our contingent payment arrangements are generally based on the difference between the expected credit performance of specified loan portfolios as of the date of the applicable agreement and the actual future performance. To the extent that actual losses associated with these portfolios are less than the expected level, we agree to share a portion of the benefit with the seller. The maximum contingent payment amount related to our acquisitions totaled $30 million as of June 30, 2013. The actual payment amount related to the $30 million will be determined as of September 30, 2013. We had a liability for contingent payments related to these arrangements of $30 million and $165 million as of June 30, 2013 and December 31, 2012, respectively.

Guarantees

We have credit exposure on agreements that we entered into to absorb a portion of the risk of loss on certain manufactured housing securitizations issued by GPC in 2000. Our maximum credit exposure related to these

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agreements totaled $18 million and $19 million as of June 30, 2013 and December 31, 2012, respectively. These agreements are recorded in our consolidated balance sheets as a component of other liabilities. Our recorded liability under these agreements was $14 million and $17 million as of June 30, 2013 and December 31, 2012, respectively.

See “Note 6—Variable Interest Entities and Securitizations” for additional information about our manufactured housing securitization transactions.

Payment Protection Insurance

In the U.K., we previously sold payment protection insurance (“PPI”). In response to an elevated level of customer complaints across the industry, heightened media coverage and pressure from consumer advocacy groups, the U.K. Financial Services Authority (“FSA”) investigated and raised concerns about the way some companies have handled complaints related to the sale of these insurance policies. In connection with this matter, we have established a reserve related to PPI, which totaled $157 million and $220 million as of June 30, 2013 and December 31, 2012, respectively.

Potential Mortgage Representation & Warranty Liabilities

We acquired three subsidiaries that originated residential mortgage loans and sold these loans to various purchasers, including purchasers who created securitization trusts. These subsidiaries are Capital One Home Loans, which was acquired in February 2005; GreenPoint Mortgage Funding, Inc. (“GreenPoint”), which was acquired in December 2006 as part of the North Fork acquisition; and CCB, which was acquired in February 2009 and subsequently merged into CONA.

In connection with their sales of mortgage loans, the subsidiaries entered into agreements containing varying representations and warranties about, among other things, the ownership of the loan, the validity of the lien securing the loan, the loan’s compliance with any applicable loan criteria established by the purchaser, including underwriting guidelines and the ongoing existence of mortgage insurance, and the loan’s compliance with applicable federal, state and local laws. The representations and warranties do not address the credit performance of the mortgage loans, but mortgage loan performance often influences whether a claim for breach of representation and warranty will be asserted and has an effect on the amount of any loss in the event of a breach of a representation or warranty.

Each of these subsidiaries may be required to repurchase mortgage loans in the event of certain breaches of these representations and warranties. In the event of a repurchase, the subsidiary is typically required to pay the unpaid principal balance of the loan together with interest and certain expenses (including, in certain cases, legal costs incurred by the purchaser and/or others). The subsidiary then recovers the loan or, if the loan has been foreclosed, the underlying collateral. The subsidiary is exposed to any losses on the repurchased loans after giving effect to any recoveries on the collateral. In some instances, rather than repurchase the loans, a subsidiary may agree to make cash payments to make an investor whole on losses or to settle repurchase claims, possibly including claims for attorneys’ fees and interest. In addition, our subsidiaries may be required to indemnify certain purchasers and others against losses they incur as a result of certain breaches of representations and warranties.

These subsidiaries, in total, originated and sold to non-affiliates approximately $111 billion original principal balance of mortgage loans between 2005 and 2008, which are the years (or “vintages”) with respect to which our subsidiaries have received the vast majority of the repurchase requests and other related claims.

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The following table presents the original principal balance of mortgage loan originations, by vintage for 2005 through 2008, for the three general categories of purchasers of mortgage loans and the estimated outstanding principal balance as of June 30, 2013 and December 31, 2012:

Unpaid Principal Balance of Mortgage Loans Originated and Sold to Third Parties Based on Category of Purchaser (UPB is estimated)

	Unpaid Principal Balance				Original Unpaid Principal Balance
(Dollars in billions)	June 30, 2013		December 31, 2012		Total		2008		2007		2006		2005
Government sponsored enterprises (“GSEs”)(1)	$	3	$	4	$	11	$	1	$	4	$	3	$	3
Insured Securitizations		5		5		20		0		2		8		10
Uninsured Securitizations and
Other		21		23		80		3		15		30		32
Total	$	29	$	32	$	111	$	4	$	21	$	41	$	45

⁽¹⁾ GSEs include Fannie Mae and Freddie Mac.

Between 2005 and 2008, our subsidiaries sold an aggregate amount of $11 billion in original principal balance mortgage loans to the GSEs.

Of the $20 billion in original principal balance of mortgage loans sold directly by our subsidiaries to private-label purchasers who placed the loans into securitizations supported by bond insurance (“Insured Securitizations”), approximately 48% of the original principal balance was covered by the bond insurance. Further, approximately $16 billion original principal balance was placed in securitizations as to which the monoline bond insurers have made repurchase requests or loan file requests to one of our subsidiaries (“Active Insured Securitizations”) and the remaining approximately $4 billion original principal balance was placed in securitizations as to which the monoline bond insurers have not made repurchase requests or loan file requests to one of our subsidiaries (“Inactive Insured Securitizations”). Insured Securitizations often allow the monoline bond insurer to act independently of the investors. Bond insurers typically have indemnity agreements directly with both the mortgage originators and the securitizers, and they often have super-majority rights within the trust documentation that allow them to direct trustees to pursue mortgage repurchase requests without coordination with other investors.

Because we do not service most of the loans our subsidiaries sold to others, we do not have complete information about the current ownership of a portion of the $80 billion in original principal balance of mortgage loans not sold directly to GSEs or placed in Insured Securitizations. We have determined based on information obtained from third-party databases that about $48 billion original principal balance of these mortgage loans are currently held by private-label publicly issued securitizations not supported by bond insurance (“Uninsured Securitizations”). An additional approximately $22 billion original principal balance of mortgage loans were initially sold to private investors as whole loans. Various known and unknown investors purchased $10 billion original principal balance of mortgage loans in this category.

With respect to the $111 billion in original principal balance of mortgage loans originated and sold to others between 2005 and 2008, we estimate that approximately $29 billion in unpaid principal balance remains outstanding as of June 30, 2013, of which approximately $7 billion in unpaid principal balance is at least 90 days delinquent. Approximately $20 billion in losses have been realized by third parties. Because we do not service most of the loans we sold to others, we do not have complete information about the underlying credit performance levels for some of these mortgage loans. These amounts reflect our best estimates, including extrapolations of underlying credit performance where necessary. These estimates could change as we get additional data or refine our analysis.

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The subsidiaries had open repurchase requests relating to approximately $2.6 billion original principal balance of mortgage loans as of June 30, 2013, compared with $2.4 billion as of December 31, 2012. Currently, repurchase demands predominantly relate to the 2006 and 2007 vintages. We have received relatively few repurchase demands from the 2008 and 2009 vintages, mostly because GreenPoint ceased originating mortgages in August 2007.

The following table presents information on pending repurchase requests by counterparty category and timing of initial repurchase request. The amounts presented are based on original loan principal balances.

Open Pipeline All Vintages (all entities)⁽¹⁾

(Dollars in millions) (All amounts are Original Principal Balance)	GSEs			Insured Securitizations			Uninsured Securitizations and Other			Total
Open claims as of December 31, 2011	$	176		$	1,243		$	672		$	2,091
Gross new demands received		189			366			291			846
Loans repurchased/made whole		(233	)		(3	)		(138	)		(374	)
Demands rescinded		(75	)		(30	)		(40	)		(145	)
Reclassifications(2)		2			3			(4	)		1
Open claims as of December 31, 2012	$	59		$	1,579		$	781		$	2,419
Gross new demands received		86			30			150			266
Loans repurchased/made whole		(27	)		0			(16	)		(43	)
Demands rescinded		(65	)		0			(12	)		(77	)
Open claims as of June 30, 2013	$	53		$	1,609		$	903		$	2,565

⁽¹⁾  The open pipeline includes all repurchase requests ever received by our subsidiaries where either the requesting party has not formally rescinded the repurchase request and where our subsidiary has not agreed to either repurchase the loan at issue or make the requesting party whole with respect to its losses. Accordingly, repurchase requests denied by our subsidiaries and not pursued by the counterparty remain in the open pipeline, with the exception of certain aged repurchase requests submitted by parties without contractual standing to pursue such requests, which may be removed from the pipeline. Finally, the amounts reflected in this chart are the original principal balance amounts of the mortgage loans at issue and do not correspond to the losses our subsidiary would incur upon the repurchase of these loans.

⁽²⁾ Represents adjustments to correct the counterparty category as of December 31, 2012 for amounts that were misclassified. The reclassification had no impact on the total pending repurchase requests; however, it resulted in an increase in open claims attributable to GSEs and Insured Securitizations and a decrease in open claims attributable to Uninsured Securitizations and Other.

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The following table summarizes changes in our representation and warranty reserves for the three and six months ended June 30, 2013 and 2012, and for full year 2012:

Changes in Representation and Warranty Reserves

	Three Months Ended June 30,						Six Months Ended June 30,						Full  Year 2012
(Dollars in millions)	2013			2012			2013			2012
Representation and warranty repurchase reserve, beginning of period(1)	$	994		$	1,101		$	899		$	943		$	943
Provision for mortgage representation and warranty losses(2)		183			180			280			349			349
Net realized losses		(21	)		(279	)		(23	)		(290	)		(393	)
Representation and warranty repurchase reserve, end of period(1)	$	1,156		$	1,002		$	1,156		$	1,002		$	899

⁽¹⁾  Reported in our consolidated balance sheets as a component of other liabilities.

⁽²⁾ The pre-tax portion of the provision for mortgage representation and warranty losses recognized in our condensed consolidated statements of income as a component of non-interest income was a benefit of $4 million and $14 million in the second quarter and first six months of 2013, respectively compared with a loss of $26 million and $42 million in the second quarter and first six months of 2012, The pre-tax portion of the provision for mortgage representation and warranty recognized in our consolidated statements of income as a component of discontinued operations totaled $187 million and $294 million in the second quarter and first six months of 2013, respectively and $154 million and $307 million in the second quarter and first six months of 2012, respectively.

As indicated in the table below, most of the reserves relate to the $27 billion in original principal balance of mortgage loans sold directly to the GSEs or to the Active Insured Securitizations.

Allocation of Representation and Warranty Reserves

	Reserve Liability
(Dollars in millions, except for loans sold)	June 30, 2013		December 31, 2012		Loans Sold 2005 to 2008(1)
Selected period-end data:
GSEs and Active Insured Securitizations	$	1,003	$	817	$	27
Inactive Insured Securitizations and Others		153		82		84
Total.	$	1,156	$	899	$	111

⁽¹⁾ Reflects, in billions, the total original principal balance of mortgage loans originated by our subsidiaries and sold to third party investors between 2005 and 2008.

In establishing reserves for the $11 billion original principal balance of GSE loans, we rely on the historical relationship between GSE loan losses and repurchase outcomes for each GSE, adjusted for any settlements, to estimate: (1)the percentage of current and future GSE loan defaults that we anticipate will result in repurchase requests from the GSEs over the lifetime of the GSE loans; and (2)the percentage of those repurchase requests that we anticipate will result in actual repurchases. We rely on estimated collateral valuations and loss forecast models to estimate our lifetime liability on GSE loans. This reserving approach to the GSE loans reflects the historical interaction with the GSEs around repurchase requests, and also includes anticipated repurchases resulting from mortgage insurance rescissions. Although our assumed future claims rate considers the most recent claims experience and actual repurchases, an increase in GSE claims and/or repurchases could result in an increase in our reserve. We have entered into and completed repurchase or settlement agreements with respect to the majority of our exposure within this category.

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For the $16 billion original principal balance in Active Insured Securitizations, our reserving approach reflects our historical interaction with monoline bond insurers around repurchase requests. Typically, monoline bond insurers allege a very high repurchase rate with respect to the mortgage loans in the Active Insured Securitization category. In response to these repurchase requests, our subsidiaries typically request information from the monoline bond insurers demonstrating that the contractual requirements around a valid repurchase request have been satisfied. In response to these requests for supporting documentation, monoline bond insurers typically initiate litigation. Accordingly, our reserves within the Active Insured Securitization segment are not based upon the historical repurchase rate with monoline bond insurers, but rather upon the expected resolution of litigation with the monoline bond insurers. Every bond insurer within this category is pursuing a substantially similar litigation strategy either through active or probable litigation. Accordingly, our representation and warranty reserves for this category are litigation reserves.

In establishing litigation reserves for this category, we consider the current and future monoline insurer losses inherent within the securitization and apply legal judgment to the anticipated factual and legal record to estimate the lifetime legal liability for each securitization. In calculating our reserves, we have assumed we will pay at least a certain percentage of the monoline insurer’s losses, as alleged in each litigation. We rely on our own past monoline settlement ratios in addition to considering publicly available industry monoline settlement ratios to establish these calculations. Our reserves with respect to the U.S. Bank Litigation, the DBSP Litigation, and the Ambac Litigation, in each case as referenced below, are contained within the Active Insured Securitization reserve category. Further, to the extent we have litigation reserves with respect to indemnification risks from certain representation and warranty lawsuits brought by monoline bond insurers against third-party securitizations sponsors, where one of our subsidiaries provided some or all of the mortgage collateral within the securitization but is not a defendant in the litigation, such reserves are also contained within this category.

For the $4 billion original principal balance of mortgage loans in the Inactive Insured Securitizations category and the $48 billion original principal balance of mortgage loans in the Uninsured Securitizations category, we establish reserves for grounded claims by parties with standing (as determined by the controlling legal contracts), utilizing both our own experience and publicly available industry settlement information to estimate lifetime liability. In contrast with the bond insurers in Insured Securitizations, investors in Uninsured Securitizations often face a number of legal and logistical hurdles before they can force a securitization trustee to pursue mortgage repurchases, including the need to coordinate with a certain percentage of investors holding the securities and to indemnify the trustee for any litigation it undertakes. Despite these legal and logistical hurdles, there is a risk that securitization trustees will pursue mortgage repurchase litigation unilaterally or in coordination with investors. There is also a risk that investors will be able to successfully pursue repurchase litigation independently and without the involvement of the trustee as a party. We do not believe these risks are probable of occurrence based on recent history, and as such we have not provided for such risks in our reserve. Some Uninsured Securitization investors from this category are currently suing investment banks and securitization sponsors under federal and/or state securities laws. Although we face some direct and indirect indemnity risks from these litigations, we generally have not established reserves with respect to these indemnity risks because we do not consider them to be both probable and reasonably estimable liabilities.

For the $22 billion original principal balance of mortgage loans sold to private investors as whole loans, we establish reserves by relying on our historical and anticipated claims and repurchase rates to estimate lifetime liability.

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The aggregate reserves for all three subsidiaries totaled $1.2 billion as of June 30, 2013, compared with $899 million as of December 31, 2012. We recorded a total provision for mortgage representation and warranty losses for our representation and warranty repurchase exposure of $183 million in the second quarter of 2013, which was primarily driven by updated estimates of our expected exposure with respect to GreenPoint loans. During the quarter, we had settlements of repurchase requests totaling $21 million that were charged against the reserves.

As part of our business planning processes, we have considered various outcomes relating to the potential future representation and warranty liabilities of our subsidiaries that are possible but do not rise to the level of being both probable and reasonably estimable outcomes justifying an incremental accrual under applicable accounting standards. Our current best estimate of reasonably possible future losses from representation and warranty claims beyond what was in our reserve as of June 30, 2013 is approximately $2.5 billion, a decline from our estimate of $2.7 billion as of December 31, 2012. The estimate as of June 30, 2013 covers all reasonably possible losses relating to representation and warranty claim activity, including those relating to the U.S. Bank Litigation, the DBSP Litigation, the Ambac Litigation, the FHFA Litigation, the LXS Trust Litigation and the FHLB of Boston Litigation.

In estimating reasonably possible future losses in excess of our current reserves, we assume a portion of the inactive securitizations become active and for all Insured Securitizations, we assume loss rates on the high end of those observed in monoline settlements or court rulings. For our remaining GSE exposures, Uninsured Securitizations and whole loan exposures, our reasonably possible risk estimates assume lifetime loss rates and claims rates at the highest levels of our past experience and also consider the limited instances of observed settlements. We do not assume claim rates or loss rates for these risk categories will be similar to those assumed for the Active Insured Securitizations, however, based on industry precedent. Should the number of claims or the loss rates on these claims increase significantly, our estimate of reasonably possible risk would increase materially. We also assume that we will resolve any loan repurchase requests relating to loans originated more than six years ago at a discount as compared to those originated within six years of a repurchase claim because of the pending legal arguments in various matters around the applicable statute of limitations.

Notwithstanding our ongoing attempts to estimate a reasonably possible amount of future losses beyond our current accrual levels based on current information, it is possible that actual future losses will exceed both the current accrual level and our current estimate of the amount of reasonably possible losses. Our reserve and reasonably possible estimates involve considerable judgment and reflect that there is still significant uncertainty regarding numerous factors that may impact the ultimate loss levels, including, but not limited to: anticipated litigation outcomes; future repurchase and indemnification claim levels; securitization trustees pursuing mortgage repurchase litigation unilaterally or in coordination with investors; investors successfully pursuing repurchase litigation independently and without the involvement of the trustee as a party; ultimate repurchase and indemnification rates; future mortgage loan performance levels; actual recoveries on the collateral; and macroeconomic conditions (including unemployment levels and housing prices). In light of the significant uncertainty as to the ultimate liability our subsidiaries may incur from these matters, an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Litigation

In accordance with the current accounting standards for loss contingencies, we establish reserves for litigation related matters when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Below we provide a description of material legal proceedings and claims.

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For some of the matters disclosed below, we are able to determine estimates of potential future outcomes that are not probable and reasonably estimable outcomes justifying either the establishment of a reserve or an incremental reserve build, but which are reasonably possible outcomes. For other disclosed matters, such an estimate is not possible at this time. For those matters below where an estimate is possible (excluding the reasonably possible future losses relating to the U.S. Bank Litigation, the DBSP Litigation, the Ambac Litigation, the FHFA Litigation, the LXS Trust Litigation and the FHLB of Boston Litigation, because reasonably possible losses with respect to those litigations are included within the reasonably possible representation and warranty liabilities discussed above) management currently estimates the reasonably possible future losses could be approximately $250 million. Notwithstanding our attempt to estimate a reasonably possible range of loss beyond our current accrual levels for some litigation matters based on current information, it is possible that actual future losses will exceed both the current accrual level and the range of reasonably possible losses disclosed here. Given the inherent uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these litigation matters and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Interchange Litigation

In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust lawsuits (the “Interchange Lawsuits”) against MasterCard and Visa and several member banks, including our subsidiaries and us, alleging among other things, that the defendants conspired to fix the level of interchange fees. The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant Interchange Lawsuits were consolidated before the U.S. District Court for the Eastern District of New York for certain purposes, including discovery. On July 13, 2012, the parties executed and filed with the court a Memorandum of Understanding agreeing to resolve the litigation on certain terms set forth in a settlement agreement attached to the Memorandum. This agreement is contingent on final court approval of the class settlement. In November 2012, the court granted preliminary approval of the class settlement. The court is scheduled to consider final approval of the class settlement in September, 2013. The class settlement provides for, among other things, (i) payments by defendants to the class and individual plaintiffs totaling approximately $6.6 billion; (ii) a distribution to the class merchants of an amount equal to 10 basis points of certain interchange transactions for a period of eight months; and (iii) modifications to certain Visa and MasterCard rules regarding point of sale practices.

As members of Visa, our subsidiary banks have indemnification obligations to Visa with respect to final judgments and settlements, including the Interchange Lawsuits. In the first quarter of 2008, Visa completed an IPO of its stock. With IPO proceeds, Visa established an escrow account for the benefit of member banks to fund certain litigation settlements and claims, including the Interchange Lawsuits. As a result, in the first quarter of 2008, we reduced our Visa-related indemnification liabilities of $91 million recorded in other liabilities with a corresponding reduction of other non-interest expense. We made an election in accordance with the accounting guidance for fair value option for financial assets and liabilities on the indemnification guarantee to Visa, and the fair value of the guarantee at December 31, 2012 and June 30, 2013 was approximately zero. Separately, in January 2011, we entered into a MasterCard Settlement and Judgment Sharing Agreement, along with other defendant banks, which apportions between MasterCard and its member banks the costs and liabilities of any judgment or settlement arising from the Interchange Lawsuits.

In March 2011, a furniture store owner named Mary Watson filed a proposed class action in the Supreme Court of British Columbia against Visa, MasterCard, and several banks, including Capital One (the “Watson Litigation”). The lawsuit asserts, among other things, that the defendants conspired to fix the merchant discount

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

fees that merchants pay on credit card transactions in violation of Section 45 of the Competition Act and seeks unspecified damages and injunctive relief. In addition, Capital One has been named as a defendant in similar proposed class action claims filed in other jurisdictions in Canada. The Court heard oral argument on plaintiffs’ motion for class certification in the Watson Litigation in April, 2013, and the parties await a ruling.

Late Fees Litigation

In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the U.S. District Court for the Northern District of California against several issuing banks, including us. These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes, and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The amended complaint requests civil monetary damages, which could be trebled, and injunctive relief. In November 2007, the court dismissed the amended complaint. Plaintiffs appealed that order to the Ninth Circuit Court of Appeals. The plaintiffs’ appeal challenges the dismissal of their claims under the National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law (the “UCL”), but not their antitrust conspiracy claims. In June 2009, the Ninth Circuit Court of Appeals stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. After numerous stays since 2009, the Ninth Circuit entered an order lifting the stay on August 29, 2012, and will now hear the appeal. The Ninth Circuit held oral argument on February 11, 2013, and the parties await the court’s decision.

Credit Card Interest Rate Litigation

The Capital One Bank Credit Card Interest Rate Multi-district Litigation matter was created as a result of a June 2010 transfer order issued by the United States Judicial Panel on Multi-district Litigation (“MDL”), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Georgia two pending putative class actions against COBNA-Nancy Mancuso, et al. v. Capital One Bank (USA), N.A., et al., (E.D. Virginia); and Kevin S. Barker, et al. v. Capital One Bank (USA), N.A., (N.D. Georgia), A third action, Jennifer L. Kolkowski v. Capital One Bank (USA), N.A., (C.D. California) was subsequently transferred into the MDL. On August 2, 2010, the plaintiffs in the MDL filed a Consolidated Amended Complaint. The Consolidated Amended Complaint alleges in a putative class action that COBNA breached its contractual obligations, and violated the Truth in Lending Act (“TILA”), the California Consumers Legal Remedies Act, the UCL, the California False Advertising Act, the New Jersey Consumer Fraud Act, and the Kansas Consumer Protection Act when it raised interest rates on certain credit card accounts. The MDL plaintiffs seek statutory damages, restitution, attorney’s fees and an injunction against future rate increases. Fact discovery is now closed. On August 8, 2011, Capital One filed a motion for summary judgment, which remains pending with the court. As a result of a settlement in another matter, the California-based UCL and TILA claims in the MDL are extinguished.

Mortgage Repurchase Litigation

On February 5, 2009, GreenPoint was named as a defendant in a lawsuit commenced in the New York County Supreme Court, by U.S. Bank, N. A., Syncora Guarantee Inc. and CIFG Assurance North America, Inc. (the “U.S. Bank Litigation”). Plaintiffs allege, among other things, that GreenPoint breached certain representations and warranties in two contracts pursuant to which GreenPoint sold approximately 30,000 mortgage loans having an aggregate original principal balance of approximately $1.8 billion to a purchaser that ultimately transferred most of these mortgage loans to a securitization trust. Some of the securities issued by the trust were insured by two of the plaintiffs—Syncora and CIFG. Plaintiffs seek unspecified damages and an order compelling GreenPoint to repurchase the entire portfolio of 30,000 mortgage loans based on alleged breaches of representations and warranties relating to a limited sampling of loans in the portfolio, or, alternatively, the repurchase of specific mortgage loans to which the alleged breaches of representations and warranties relate. On

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March 3, 2010, the Court granted GreenPoint’s motion to dismiss with respect to plaintiffs Syncora and CIFG and denied the motion with respect to U.S. Bank. GreenPoint subsequently answered the complaint with respect to U.S. Bank, denying the allegations, and filed a counterclaim against U.S. Bank alleging breach of covenant of good faith and fair dealing. On February 28, 2012, the Court denied plaintiffs’ motion for leave to file an amended complaint and dismissed Syncora and CIFG from the case. Syncora and CIFG appealed their dismissal to the New York Supreme Court, Appellate Division, First Department (the “First Department”). In April, 2013, the First Department affirmed the dismissal of Syncora and CIFG from the case.

In September, 2010, DB Structured Products, Inc. (“DBSP”) named GreenPoint in a third-party complaint, filed in the New York County Supreme Court, alleging breach of contract and seeking indemnification (the “DBSP Litigation”). In the underlying suit, Assured Guaranty Municipal Corp. (“AGM”) sued DBSP for alleged breaches of representations and warranties made by DBSP with respect to certain residential mortgage loans that collateralize a securitization insured by AGM and sponsored by DBSP. DBSP purchased the HELOC loans from GreenPoint in 2006. The entire securitization, almost all of which is insured by AGM, is comprised of loans with an aggregate original principal balance of approximately $353 million. DBSP asserts that any liability it faces lies with GreenPoint, alleging that DBSP’s representations and warranties to AGM are substantially similar to the representations and warranties made by GreenPoint to DBSP. GreenPoint filed a motion to dismiss the complaint in October 2010, which the court denied on July 25, 2011.

On October 24, 2012, Capital One, N.A., (“CONA”) as successor to Chevy Chase Bank, F.S.B. (“CCB”), was named as a defendant in a lawsuit filed in the Southern District of New York by Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation (the “Ambac Litigation”). Plaintiffs allege, among other things, that CONA (as successor to Chevy Chase Bank (“CCB”)) breached certain representations and warranties in contracts relating to six securitizations with an aggregate original principal balance of approximately $5.2 billion which were sponsored by a CCB affiliate in 2006 and 2007 and backed by loans originated by CCB. Almost half of the securities issued by the six trusts are insured by Ambac. Plaintiffs seek unspecified damages, an order compelling CONA to indemnify Ambac for all accrued and future damages based on alleged breaches of representations and warranties relating to a limited sampling of loans in the portfolio, the repurchase of specific mortgage loans to which the alleged breaches of representations and warranties relate, and all related fees, costs, and interest. CONA moved to dismiss the complaint on January 14, 2013.

On May 30, June 29, and July 30, 2012, FHFA (acting as conservator for Freddie Mac) filed three summons with notice in the New York state court against GreenPoint, on behalf of the trustees for three RMBS trusts backed by loans originated by GreenPoint with an aggregate original principal balance of $3.4 billion. On January 25, 2013, the plaintiffs filed an amended consolidated complaint in the name of the three trusts, acting by the respective trustees, alleging breaches of contractual representations and warranties regarding compliance with GreenPoint underwriting guidelines relating to certain loans. (the “FHFA Litigation”). Plaintiffs seek specific performance of the repurchase obligations with respect to the loans for which they have provided notice of alleged breaches as well as all other allegedly breaching loans, rescissory damages, indemnification, costs and interest. GreenPoint moved to dismiss the complaint on April 4, 2013.

On July 8, 2013, Lehman XS Trust, Series 2006-4N, by its trustee U.S. Bank, N.A. filed a lawsuit in the Southern District of New York against GreenPoint alleging breaches of representations and warranties made in certain loan sale agreements, pursuant to which GreenPoint sold mortgage loans with an original principal balance of $915 million to Lehman Brothers for securitization and sale to investors. The lawsuit (“the LXS Trust Litigation”) seeks specific performance of GreenPoint’s obligation to repurchase certain allegedly breaching loans, or in the alternative, the repurchase of all loans in the trust, the award of rescissory damages, costs, fees and interest.

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As noted above in the section entitled Potential Mortgage Representation & Warranty Liabilities, the Company’s subsidiaries establish reserves with respect to representation and warranty litigation matters, where appropriate, within the Company’s overall representation and warranty reserves. Please see above for more details.

FHLB Securities Litigation

On April 20, 2011, the Federal Home Loan Bank of Boston (the “FHLB of Boston”) filed suit against dozens of mortgage industry participants in Massachusetts Superior Court, alleging, among other things, violations of Massachusetts state securities laws in the sale and marketing of certain residential mortgage-backed securities (the “FHLB of Boston Litigation”). Capital One Financial Corporation and Capital One, National Association are named in the complaint as alleged successors in interest to Chevy Chase Bank, which allegedly marketed some of the mortgage-backed securities at issue in the litigation. The FHLB of Boston seeks rescission, unspecified damages, attorneys’ fees, and other unspecified relief. The case was removed to the United States District Court for the District of Massachusetts in May 2011. FHLB of Boston filed an Amended Complaint on June 29, 2012, and the Company filed a motion to dismiss on October 11, 2012, which is pending.

Checking Account Overdraft Litigation

In May 2010, Capital One Financial Corporation and COBNA were named as defendants in a putative class action named Steen v. Capital One Financial Corporation, et al., filed in the U.S. District Court for the Eastern District of Louisiana. Plaintiff challenges practices relating to fees for overdraft and non-sufficient funds fees on consumer checking accounts. Plaintiff alleges that our methodology for posting transactions to customer accounts is designed to maximize the generation of overdraft fees, supporting claims for breach of contract, breach of the covenant of good faith and fair dealing, unconscionability, conversion, unjust enrichment and violations of state unfair trade practices laws. Plaintiff seeks a range of remedies, including restitution, disgorgement, injunctive relief, punitive damages and attorneys’ fees. In May 2010, the case was transferred to the Southern District of Florida for coordinated pre-trial proceedings as part of a multi-district litigation (MDL) involving numerous defendant banks, In re Checking Account Overdraft Litigation. In January 2011, plaintiffs filed a second amended complaint against CONA in the MDL court. In February 2011, CONA filed a motion to dismiss the second amended complaint. On March 21, 2011, the MDL court granted CONA’s motion to dismiss claims of breach of the covenant of good faith and fair dealing under Texas law, but denied the motion to dismiss in all other respects. On June 21, 2012, the MDL court granted plaintiff’s motion for class certification. The modified scheduling order entered by the MDL court on May 21, 2013, contemplates the conclusion of discovery in the fourth quarter 2013 and we anticipate a remand to the Eastern District of Louisiana in the first quarter 2014.

Hawaii, Mississippi, Missouri and New Mexico State Attorney General Payment Protection Matters

On April 12, 2012, the Attorney General of Hawaii filed a lawsuit in First Circuit Court in Hawaii against Capital One Bank (USA) N.A., and Capital One Services, LLC. The case is one of several similar lawsuits filed by the Attorney General of Hawaii against various banks challenging the marketing and sale of payment protection and credit monitoring products. On June 28, 2012, the Attorney General of Mississippi filed substantially similar suits against Capital One and several other banks. On April 17, 2013, the Attorney General of New Mexico also filed substantially similar suits against Capital One and several other banks. All three state attorney general complaints allege that Capital One enrolls customers in such programs without their consent and that Capital One enrolls customers in such programs in circumstances in which the customer is not eligible to receive benefits for the product in question. All suits allege unjust enrichment and violation of Unfair and Deceptive Practices Act statutes. The remedies sought in the lawsuits include an injunction prohibiting the Company from engaging in the alleged violations, restitution for all persons allegedly injured by the complained of practices, civil penalties and

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costs. On May 18, 2012, Capital One removed the Hawaii AG case to U.S. District Court, District of Hawaii. On November 30, 2012, the court denied the Hawaii AG’s motion to remand. The Hawaii AG petitioned to appeal the District Court’s decision to the Ninth Circuit Court of Appeals, which was granted by the Ninth Circuit on April 1, 2013. The District Court case is now stayed pending the appeal. On August 10, 2012 Capital One removed the Mississippi AG case to the U.S. District Court, Southern District of Mississippi. On July 31, 2013, the court denied the Mississippi AG’s motion to remand. On June 3, 2013, Capital One removed the New Mexico AG case to the U.S. District Court, District of New Mexico. In response, on July 2, 2013, the New Mexico AG filed an Amended Complaint in federal court, adding a claim for alleged violations of the TILA. Relatedly, Capital One has provided information to the Attorney General of Missouri as part of an industry-wide informal inquiry initiated in August, 2011, relating to the marketing of payment protection products.

Intellectual Ventures Corp., et al.

On June 19, 2013, Intellectual Ventures I, LLC and Intellectual Ventures II, LLC (collectively “IV”) sued Capital One Financial Corp., Capital One Bank (USA), N.A. and Capital One, N.A. (collectively “Capital One”) for patent infringement in the United States District Court for the Eastern District of Virginia. In the Complaint, IV alleges infringement of patents related to various business processes across the Capital One enterprise. IV simultaneously filed patent infringement actions against numerous other financial institutions on the same and other patents in several other federal courts. Capital One is investigating the claims alleged by IV and is preparing its defense of the claims.

Derivative Actions

On August 17, 2012, a derivative action, titled Iron Workers Mid-South Pension Fund v. Fairbank, et al., Case No. 2012 14130 (“Iron Workers Action”), was filed by a putative stockholder on behalf of the Company in Virginia Circuit Court of Fairfax County (hereafter “Virginia Circuit Court”) against certain current and former directors and officers of the Company, alleging breach of the fiduciary duty of loyalty, gross mismanagement, corporate waste, and unjust enrichment. The complaint’s allegations stem from the Company’s entering into consent orders with the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau regarding vendor sales practices of payment protection and credit monitoring products. Plaintiff shareholder generally alleges that the alleged failure of the Company’s officers and directors to oversee certain practices between 2010 and early 2012 caused harm to the Company, which is named as a “nominal defendant.” The action includes claims for, among other things, damages in favor of the Company, certain corporate actions to purportedly improve the Company’s corporate governance and internal procedures, and an award of costs and expenses to the putative plaintiff stockholder, including attorneys’ fees. On September 19, 2012, a second derivative complaint, titled Barovic v. Fairbank, et al., Case No. 2012 14130, was filed by another putative stockholder on behalf of the Company also in the Virginia Circuit Court. The Barovic derivative complaint is substantially identical to the Iron Workers’ Action (collectively “Derivative Actions”). The defendants removed the Derivative Actions from Virginia Circuit Court to the U. S. District Court for the Eastern District of Virginia and filed a motion to dismiss the complaints. On June 24, 2013, the court granted Capital One’s motion to dismiss, finding that the plaintiffs did not adequately allege facts showing that the Board could not be impartial in responding to a litigation demand. The court also dismissed with prejudice the claims for unjust enrichment and corporate waste, and the claims against the named officer defendants. The plaintiffs filed an amended complaint on July 8, 2013.

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Telephone Consumer Protection Act Litigation

In December 2012, the Capital One Telephone Consumer Protection Act (“TCPA”) Litigation Multi-district Litigation matter was created as a result of a transfer order issued by the United States Judicial Panel on Multi-district Litigation (“TCPA MDL”), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Illinois three pending putative class actions-Bridgett Amadeck, et al. v. Capital One Financial Corporation, et al. (W.D. Washington); Nicholas Martin, et al. v. Capital One Bank (USA), N.A., et al. (N.D. Illinois); and Charles C. Patterson v. Capital One Bank (USA), N.A., et al. (N.D. Illinois)-and several individual lawsuits. On February 28, 2013, the putative class action plaintiffs in the TCPA MDL filed a Consolidated Master Class Action Complaint. The Consolidated Master Class Action Complaint and individual lawsuits allege that COBNA and/or entities acting on its behalf violated the TCPA by contacting consumers on their cellular telephones using an automatic telephone dialing system and/or artificial or prerecorded voice without first obtaining prior express consent to do so. The plaintiffs seek statutory damages for alleged negligent and willful violations of the TCPA, attorneys’ fees, costs, and injunctive relief.

Other Pending and Threatened Litigation

In addition, we are commonly subject to various pending and threatened legal actions relating to the conduct of our normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of all such other pending or threatened legal actions will not be material to our consolidated financial position or our results of operations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a discussion of the quantitative and qualitative disclosures about market risk, see “Part I—Item 2. MD&A—Market Risk Management.”

Item 4. Controls and Procedures

Overview

We are required under applicable laws and regulations to maintain controls and procedures, which include disclosure controls and procedures as well as internal control over financial reporting, as further described below.

(a) Disclosure Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to provide reasonable assurance that information required to be disclosed in our financial reports is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we must apply judgment in evaluating and implementing possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2013, the end of the period covered by this Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2013, at a reasonable level of assurance, in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified by the SEC rules and forms.

(b) Changes in Internal Control Over Financial Reporting

We regularly review our disclosure controls and procedures and make changes intended to ensure the quality of our financial reporting. During the second quarter of 2013, we continued to evaluate and implement changes to processes, information technology systems and other components of internal control over financial reporting related to the ING Direct and the 2012 U.S. card acquisitions. During the quarter, these changes included integration of INGD’s trading, cash management and market risk processes into Capital One’s existing processes and conversion of the INGD investment portfolio to Capital One’s investment systems. Otherwise, there were no changes in our internal control over financial reporting during the second quarter of 2013 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information required by Item 1 is included in “Notes to Condensed Consolidated Financial Statements—Note 14—Commitments, Contingencies and Guarantees.”

Item 1A. Risk Factors

We are not aware of any material changes from the risk factors set forth under “Part I—Item 1A. Risk Factors” in our 2012 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows shares of our common stock we repurchased during the second quarter of 2013:

(Dollars in millions, except per share information)	Total Number of Shares Purchased(1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Amount That May Yet be Purchased Under the Plan or Program
April 1-30, 2013		1,743	$	53.19		—	$	—
May 1-31, 2013		5,355		59.84		—		—
June 1-30, 2013		8,866		59.09		—		—
Total		15,964	$	58.70		—		—

⁽¹⁾ Shares purchased represent shares purchased and share swaps made in connection with stock option exercises and the withholding of shares to cover taxes on restricted stock awards whose restrictions have lapsed.

Item 3. Defaults upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

An index to exhibits has been filed as part of this report beginning on page 166 and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 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
Date: August 8, 2013	By:	/s/ STEPHEN S. CRAWFORD
		Stephen S. Crawford
		Chief Financial Officer

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EXHIBIT INDEX

CAPITAL ONE FINANCIAL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

DATED June 30, 2013

Commission File No. 1-13300

The following exhibits are incorporated by reference or filed herewith. References to (i) the “2003 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 5, 2004; (ii) the “2004 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 9, 2005; (iii) the “2008 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26, 2009; and (iv) the “2011 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012.

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of December 3, 2008, by and among Capital One Financial Corporation, B.F. Saul Real Estate Investment Trust, Derwood Investment Corporation, and B.F. Saul Company Employee’s Profit Sharing and Retirement Trust (incorporated by reference to Exhibit 2.4 of the Corporation’s 2008 Form 10-K).
2.2.1	Purchase and Sale Agreement, dated as of June 16, 2011, by and among Capital One Financial Corporation, ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form 8-K, filed on June 22, 2011).
2.2.2	First Amendment to the Purchase and Sale Agreement by and among Capital One Financial Corporation, ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp, dated as of February 17, 2012 (incorporated by reference to Exhibit 2.2.2 of the Corporation’s 2011 Form 10-K).
2.3.1	Purchase and Assumption Agreement, dated as of August 10, 2011, by and among Capital One Financial Corporation, HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology and Services (USA) Inc. (incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form-8-K, filed on August 12, 2011).
2.3.2	Purchaser Transition Services Agreement between HSBC Technology and Services (USA) Inc. and Capital One Services, LLC, dated as of May 1, 2012 (incorporated by reference to Exhibit 10.1 of the Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2012).
3.1	Restated Certificate of Incorporation of Capital One Financial Corporation, (as amended and restated May 16, 2011) (incorporated by reference to Exhibit 3.4 of the Corporation’s Current Report on Form 8-K, filed on May 17, 2011).
3.2	Amended and Restated Bylaws of Capital One Financial Corporation (incorporated by reference to Exhibit 3.2 of the Corporation’s Current Report on Form 8-K, filed on May 17, 2011).
3.3	Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, dated August 16, 2012 (incorporated by reference to Exhibit 3.1 of the Corporation’s Current Report on Form 8-K on August 20, 2012).
4.1.1	Specimen certificate representing the common stock of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the Corporation’s 2003 Form 10-K).
4.1.2	Warrant Agreement, dated December 3, 2009, between Capital One Financial Corporation and Computershare Trust Company, N.A. (incorporated by reference to the Exhibit 4.1 of the Corporation’s Form 8-A filed on December 4, 2009).

166

Exhibit No.	Description
4.1.3	Deposit Agreement, dated August 20, 2012 (incorporated by reference to Exhibit 4.1 of the Corporation’s Current Report on Form 8-K filed on August 20, 2012).
4.2.1	Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as trustee (incorporated by reference to Exhibit 4.1 of the Corporation’s Report on Form 8-K, filed on November 13, 1996).
4.2.2	Supplemental Indenture, dated June 6, 2013, between Capital One Financial Corporation and the Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed on June 6, 2013).
4.2.3	Registration Rights Agreement, dated June 6, 2013, between Capital One Financial Corporation and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the dealer managers (incorporated by reference to Exhibit 4.3 of the Corporation’s Current Report on Form 8-K, filed on June 6, 2013).
4.2.4	Copy of 6.25% Notes, due 2013, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.5 of the 2003 Form 10-K).
4.2.5	Copy of 5.25% Notes, due 2017, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.6 of the 2004 Form 10-K).
4.2.6	Copy of 5.50% Senior Notes, due 2015, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the Corporation’s Quarterly Report on Form 10-Q for the period ending June 30, 2005).
4.2.7	Specimen of 6.750% Senior Note, due 2017, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the Corporation’s Report on Form 8-K, filed on September 5, 2007).
4.2.8	Specimen of 7.375% Senior Note, due 2014, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the Corporation’s Report on Form 8-K, filed on May 22, 2009).
4.2.9	Specimen of Floating Rate Senior Note due 2014, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.3 of the Corporation’s Current Report on Form 8-K, filed on July 19, 2011).
4.2.10	Specimen of 2.125% Senior Note due 2014, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.4 of the Corporation’s Current Report on Form 8-K, filed on July 19, 2011).
4.2.11	Specimen of 3.150% Senior Note due 2016, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5 of the Corporation’s Current Report on Form 8-K, filed on July 19, 2011).
4.2.12	Specimen of 4.750% Senior Note due 2021, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.6 of the Corporation’s Current Report on Form 8-K, filed on July 19, 2011).
4.2.13	Specimen of Floating Rate Senior Note due 2015, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed on November 6, 2012).

167

Exhibit No.	Description
4.2.14	Specimen of 1.000% Senior Note due 2015, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.3 of the Corporation’s Current Report on Form 8-K, filed on November 6, 2012).
4.2.15	Specimen of 3.50% Senior Note due 2023, of Capital One Financial Corporation (incorporated by reference to Exhibit A of Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed June 6, 2013).
4.3.1	Indenture, dated as of August 29, 2006, between Capital One Financial Corporation and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (incorporated by reference to Exhibit 4.1 of the Corporation’s Current Report on Form 8-K, filed on August 31, 2006).
4.3.2	Copy of Subordinated Note Certificate (incorporated by reference to Exhibit 4.2 of the Corporation’s Current Report on Form 8-K, filed on August 31, 2006).
12.1*	Computation of Ratio of Earnings to Fixed Charges.
12.2*	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
31.1*	Certification of Richard D. Fairbank.
31.2*	Certification of Stephen S. Crawford.
32.1*	Certification** of Richard D. Fairbank.
32.2*	Certification** of Stephen S. Crawford.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Indicates a document being filed with this Form 10-Q.

** Information in this Form 10-Q furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the 1934 Act or otherwise subject to the liabilities of that section.

168