SEC Filing | Capital One Financial Corp.

CAPITAL ONE FINANCIAL CORPORATION

Dated: October 20, 2011

/s/ Gary L. Perlin

Gary L. Perlin

Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

October 20, 2011

Date of Report (Date of earliest event reported)

Commission File No. 1-13300

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		54-1719854
*(State or Other Jurisdiction of Incorporation or Organization)*		*(I.R.S. Employer Identification No.)*

1680 Capital One Drive McLean, Virginia		22102
*(Address of Principal Executive Offices)*		*(Zip Code)*

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

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

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

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

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

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

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

Item 2.02.

Results of Operations and Financial Condition.

On October 20, 2011, Capital One Financial Corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2011. Copies of the Company’s press release and financial supplement are attached and filed herewith as Exhibits 99.1 and 99.2 to this Form 8-K and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

The Company hereby furnishes the information in Exhibit 99.3 hereto, Earnings Release Slides – Third Quarter 2011.

Note: Information in Exhibit 99.3 furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.3 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 8.01.

Other Events.

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.				Description of Exhibit
99.1				Press Release, dated October 20, 2011– Third Quarter 2011
99.2				Financial Supplement – Third Quarter 2011
99.3				Earnings Release Slides – Third Quarter 2011

Earnings Conference Call Webcast Information.

The Company will hold an earnings conference call on October 20, 2011, at 5:00 PM Eastern Daylight time. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast via the Company’s home page (http://www.capitalone.com). Choose “Investors” to access the Investor Center and view and/or download the earnings press release, the financial supplement, including a reconciliation to GAAP financial measures, and the earnings release presentation. The replay of the webcast will be archived on the Company’s website through November 3, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 99.1

Exhibit 99.1


			Press Release
Contacts:

Investor Relations		Media Relations

Jeff Norris	Danielle Dietz	Julie Rakes	Tatiana Stead

703.720.2455	703.720.2455	804.284.5800	703.720.2352

FOR IMMEDIATE RELEASE: October 20, 2011

Capital One Reports Third Quarter 2011 Net Income of $813 million,

or $1.77 per share

•

Estimated Tier 1 Common Equity Ratio of approximately 10.0 percent at September 30, 2011, up 60 basis points from 9.4 percent at June 30, 2011

•

End of period loan balances up $1.0 billion to $130.0 billion

•

Net Interest Margin expanded 19 basis points to 7.4 percent compared to second quarter 2011

•

Revenue Margin 9.4 percent, up 18 basis points compared to second quarter 2011

•

Charge-off Rate of 2.52 percent, down 39 basis points compared to second quarter 2011

McLean, Va. (Oct 20, 2011) – Capital One Financial Corporation (NYSE: COF) today announced net income for the third quarter of 2011 of $813 million, or $1.77 per diluted common share, compared with net income of $911 million, or $1.97 per diluted common share, for the second quarter of 2011, and net income of $803 million, or $1.76 per diluted common share, for the third quarter of 2010.

“Our strong third quarter results demonstrate that we remain well-positioned to win in the marketplace and deliver shareholder value,” said Richard D. Fairbank, Capital One’s Chairman and Chief Executive Officer. “We expect that the acquisitions of ING Direct and the HSBC US Card Business will deliver attractive financial results in the near-term, and put us in an even stronger position to enhance and sustain the value we can deliver to our customers, our communities and our shareholders.”

Capital One Third Quarter 2011 Earnings

Page 2

All comparisons in the following paragraphs are for third quarter 2011 compared to second quarter 2011 unless otherwise noted.

Loan and Deposit Balances

Period-end loan balances increased $987 million to $130.0 billion driven by growth in Auto Finance and Commercial Banking. Excluding the expected decline in loan balances in the company’s run-off portfolios, loan balances increased $2.0 billion.

Period-end total deposits increased $2.2 billion to $128.3 billion, driven by growth in branch and direct deposits.

Revenues

Total revenue in the third quarter of 2011 was $4.2 billion, up $161 million, or 4.0 percent. Net interest income drove the majority of the increase in revenue, increasing $147 million to $3.3 billion. Approximately half of this growth resulted from a decline in the level of revenue suppression in the Credit Card segment. This lower level of suppression was driven by an increase in the estimated collectability of billed finance charges and fees on existing credit card balances.

In addition, there were two largely offsetting revenue items related to the company’s balance sheet repositioning ahead of the pending acquisition of ING Direct. The company recognized $239 million of gains from the sale of $6.4 billion of securities, which were predominately agency mortgage backed securities. Additionally, at the end of the quarter, the company recognized a $266 million mark-to-market loss on the previously announced pay-fixed swap executed in early August 2011.

Margins

Net interest margin expanded 19 basis points in the quarter to 7.39 percent as average asset yield rose 13 basis points combined with a decline of six basis points in the cost of funds. The decline was a result of a decline in deposit rates and a reduction in wholesale funding.

Capital One Third Quarter 2011 Earnings

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Revenue margin for the third quarter was 9.35 percent, up 18 basis points. The expansion of revenue margin resulted from the same factors that drove the increase in revenues in the quarter.

Non-Interest Expense

Operating expense for the third quarter increased $59 million primarily due to higher staffing costs as well as accruals against an earn-out agreement related to a previous acquisition. Marketing expense decreased $17 million, mostly driven by the timing of several large marketing programs which impacted expenses in the second quarter. In line with usual historical patterns, the company expects marketing expense to rise in the fourth quarter.

Pre-Provision Income (before tax)

An increase in revenue in the quarter was partially offset by a modest increase in non-interest expenses.

Provision Expense

As overall credit trends are stabilizing after almost two years of rapidly declining charge-offs, quarterly credit metrics are increasingly driven by seasonal patterns. Charge-offs continued to fall in the quarter, but a significantly smaller allowance release associated with stabilizing credit trends caused provision expense to increase to $622 million. The charge-off rate improved 39 basis points to 2.52 percent, while the coverage ratio of allowance to loans came down by only 19 basis points to 3.29 percent.

Representation & Warranty

The company’s reserve for representation and warranty claims was $892 million as of September 30, 2011, up from $869 million as of June 30, 2011. The company added $72 million in additional reserves and paid $49 million in claims. As a result of some generally increased activity by investors in the non-GSE and non-insured securitization category, the company now believes that the upper end of the reasonably possible future losses from representation and warranty claims beyond current accrual

Capital One Third Quarter 2011 Earnings

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levels could be as high as $1.5 billion. This estimate continues to be subject to the significant uncertainty and numerous factors described in the company’s quarterly reports filed with the Securities and Exchange Commission.

Net Income

Net income decreased $98 million as higher pre-provision earnings were more than offset by higher provision expense.

Capital Ratios

The company’s estimated Tier 1 common equity ratio rose to 10.0 percent as of September 30, 2011, up 60 basis points from June 30, 2011. The increase was driven by strong business performance as well as the expected continued decline of deferred tax assets disallowed in the regulatory capital calculation. “We continue to be comfortable with our strong capital levels and our underlying trajectory,” said Gary L. Perlin, Capital One’s Chief Financial Officer. “Using known Basel III definitions, our Tier 1 common equity ratio would have been approximately 10 basis points higher in the quarter, or 10.1 percent.”

Tier 1 common equity ratio, as used throughout this release, is a non-GAAP financial measure. For additional information, see Table 12 in the Financial Supplement.

Credit Card Highlights

For more lending information and statistics on the segment results, please refer to the Financial Supplement.

The Domestic Card business delivered another quarter of strong returns. The net charge-off rate improved 82 basis points in the quarter with approximately half of the improvement resulting from expected seasonal patterns and the remaining improvement driven by underlying credit performance. The company continues to see declining loss severity and strong credit performance in its newer vintages and portfolio seasoning as older vintages mature.

Domestic Card loan balances declined modestly in the quarter, but excluding the Installment Loan run-off, revolving credit card loans grew $276 million in the quarter, up approximately 0.5 percent sequentially, and up about 4.4 percent compared to the third quarter of 2010.

Capital One Third Quarter 2011 Earnings

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Purchase volume increased in the quarter to $34.9 billion, reflecting third quarter seasonality and continued strong growth in purchase volume across the company’s Domestic Card business. Purchase volume grew 17 percent from the third quarter of 2010, excluding the impact of the Kohl’s portfolio.

Commercial Banking Highlights

For more lending information and statistics on the segment results, please refer to the Financial Supplement.

The Commercial Banking segment delivered its third consecutive quarter of strong profitability and continued loan growth. Commercial deposits and commercial customer relationships continued to grow in the quarter.

Ending loans were up 2.9 percent from the prior quarter and up 8.7 percent from the third quarter of 2010. Growth in loan commitments, an early indicator of future loan growth, was even stronger. Commercial & Industrial and Commercial Real Estate businesses experienced the strongest growth in both loans and loan commitments.

Commercial Banking credit metrics have stabilized and improved modestly over the last five quarters. At a rate of 0.37 percent, net charge-offs for Commercial Banking are at their lowest levels since the third quarter of 2008.

Consumer Banking Highlights

For more lending information and statistics on the segment results, please refer to the Financial Supplement.

In Consumer Banking, loan balances were up modestly as strong growth in auto loans was partially offset by expected runoff of the Home Loan portfolio. Auto Finance originations were $3.4 billion, up 17 percent from the second quarter and 40 percent from the third quarter of 2010.

In the Auto Finance business, charge-off and delinquency rates increased in the quarter, consistent with expected seasonal patterns. Year-over-year, charge-offs and delinquencies improved 102 basis points and 108 basis points, respectively.

Auto Finance credit performance remains strong, with originations continuing to perform better than originations from 2007 and 2008. In fact, Auto Finance credit metrics are near their all-time lows, driven by the actions the company took to retrench and reposition the business, tight

Capital One Third Quarter 2011 Earnings

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underwriting and loss mitigation actions through the recession, and continued strength in used car auction prices.

The charge-off rate improved in the Home Loan portfolio, while the delinquency rate increased modestly.

Consumer Banking deposits were up $1.3 billion in the third quarter as the Consumer Banking segment continued to grow retail banking customer relationships.

Forward-looking statements

The company cautions that its current expectations in this release dated October 20, 2011, and the company’s plans, objectives, expectations and intentions, are forward-looking statements which speak only as of the date hereof. The company does not undertake any obligation to update or revise any of the information contained herein whether as a result of new information, future events or otherwise.

Certain statements in this release are forward-looking statements, including those that discuss, among other things, strategies, goals, outlook or other non-historical matters; projections, revenues, income, returns, accruals for claims in litigation and for other claims against the company, earnings per share or other financial measures for the company; future financial and operating results; the company’s plans, objectives, expectations and intentions; the projected impact and benefits of the pending transactions involving the company, HSBC and ING Direct (the “transactions”); and the assumptions that underlie these matters. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995. Numerous factors could cause the company’s actual results to differ materially from those described in such forward-looking statements, including, among other things: general economic and business conditions in the U.S., the U.K., Canada or the company’s local markets, including conditions affecting employment levels, interest rates, consumer income and confidence, spending and savings that may affect consumer bankruptcies, defaults, charge-offs and deposit activity; an increase or decrease in credit losses (including increases due to a worsening of general economic conditions in the credit environment); the possibility that regulatory and other approvals and conditions to either of the transactions are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of either of the transactions may be required in order to obtain or satisfy such approvals or conditions; the possibility that the company will not receive third-party consents necessary to fully realize the anticipated benefits of the transactions; the possibility that the company may not fully realize the projected cost savings and other projected benefits of the transactions; changes in the anticipated timing for closing either of the transactions; difficulties and delays in integrating the assets and businesses acquired in the transactions; business disruption during the pendency of or following the transactions; the inability to sustain revenue and earnings growth; diversion of management time on issues related to the transactions; reputational risks and the reaction of customers and counterparties to the transactions; disruptions relating to the transactions negatively impacting the company’s ability to maintain relationships with customers, employees and suppliers; changes in asset quality and credit risk as a result of the transactions; financial, legal,

Capital One Third Quarter 2011 Earnings

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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; developments, changes or actions relating to any litigation matter involving the company; increases or decreases in interest rates; the company’s ability to access the capital markets at attractive rates and terms to capitalize and fund its operations and future growth; the success of the company’s marketing efforts in attracting and retaining customers; increases or decreases in the company’s aggregate loan balances or the number of customers and the growth rate and composition thereof, including increases or decreases resulting from factors such as shifting product mix, amount of actual marketing expenses the company incurs and attrition of loan balances; the level of future repurchase or indemnification requests the company may receive, the actual future performance of mortgage loans relating to such requests, the success rates of claimants against the company, any developments in litigation and the actual recoveries the company may make on any collateral relating to claims against the company; the amount and rate of deposit growth; changes in the reputation of or expectations regarding the financial services industry or the company with respect to practices, products or financial condition; any significant disruption in the company’s operations or technology platform; the company’s ability to maintain a compliance infrastructure suitable for its size and complexity; the company’s ability to control costs; the amount of, and rate of growth in, the company’s expenses as its business develops or changes or as it expands into new market areas; the company’s ability to execute on its strategic and operational plans; any significant disruption of, or loss of public confidence in, the United States Mail service affecting the company’s response rates and consumer payments; the company’s ability to recruit and retain experienced personnel to assist in the management and operations of new products and services; changes in the labor and employment markets; fraud or misconduct by the company’s customers, employees or business partners; competition from providers of products and services that compete with the company’s businesses; and other risk factors set forth from time to time in reports that the company files with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2010, and Exhibit 99.5 to the Current Report on Form 8-K filed on July 13, 2011.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A. and Capital One Bank (USA), N. A., had $128.3 billion in deposits and $200.1 billion in total assets outstanding as of September 30, 2011. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One, N.A. has approximately 1,000 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.

Exhibit 99.2

Exhibit 99.2

Capital One Financial Corporation

Financial Supplement

Third Quarter 2011⁽¹⁾

Table of Contents


		Page

Capital One Financial Consolidated
Table 1:	Financial & Statistical Summary—Consolidated		1
Table 2:	Notes to Consolidated Financial & Statistical Summary (Table 1)		2
Table 3:	Consolidated Statements of Income		3
Table 4:	Consolidated Balance Sheets		4
Table 5:	Average Balances, Net Interest Income and Net Interest Margin		5
Table 6:	Loan Information and Performance Statistics		6

Business Segment Detail
Table 7:	Financial & Statistical Summary—Credit Card Business		7
Table 8:	Financial & Statistical Summary—Consumer Banking Business		8
Table 9:	Financial & Statistical Summary—Commercial Banking Business		9
Table 10:	Financial & Statistical Summary—Other and Total		10
Table 11:	Notes to Loan and Business Segment Disclosures (Tables 6 — 10)		11

Other
Table 12:	Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures		12

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

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 1: Financial & Statistical Summary—Consolidated


(Dollars in millions, except per share data and as noted) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Earnings
Net interest income	$	3,283		$	3,136		$	3,140		$	3,023		$	3,109
Non-interest income ⁽¹⁾⁽²⁾		871			857			942			939			907

Total revenue ⁽³⁾	$	4,154		$	3,993		$	4,082		$	3,962		$	4,016
Provision for loan and lease losses		622			343			534			839			867
Marketing expenses		312			329			276			308			250
Operating expenses ⁽⁴⁾		1,985			1,926			1,886			1,783			1,746

Income from continuing operations before income taxes	$	1,235		$	1,395		$	1,386		$	1,032		$	1,153
Income tax provision		370			450			354			331			335

Income from continuing operations, net of tax		865			945			1,032			701			818
Loss from discontinued operations, net of tax ⁽²⁾		(52	)		(34	)		(16	)		(4	)		(15	)

Net income	$	813		$	911		$	1,016		$	697		$	803

Common Share Statistics
Basic EPS:
Income from continuing operations, net of tax	$	1.90		$	2.07		$	2.27		$	1.55		$	1.81
Loss from discontinued operations, net of tax		(0.12	)		(0.07	)		(0.03	)		(0.01	)		(0.03	)

Net income per common share	$	1.78		$	2.00		$	2.24		$	1.54		$	1.78

Diluted EPS:
Income from continuing operations, net of tax	$	1.88		$	2.04		$	2.24		$	1.53		$	1.79
Loss from discontinued operations, net of tax		(0.11	)		(0.07	)		(0.03	)		(0.01	)		(0.03	)

Net income per common share	$	1.77		$	1.97		$	2.21		$	1.52		$	1.76

Weighted average common shares outstanding (in millions):
Basic EPS		456.0			455.6			454.1			452.7			452.5
Diluted EPS		460.4			462.2			460.3			457.2			456.6
Common shares outstanding (period end)		456.1			455.8			455.2			452.8			452.6
Dividends per common share	$	0.05		$	0.05		$	0.05		$	0.05		$	0.05
Tangible book value per common share (period end)⁽⁵⁾		33.82			32.20			29.70			27.73			26.60
Stock price per common share (period end)		39.63			51.67			51.96			42.56			39.55
Total market capitalization (period end)		18,075			23,551			23,652			19,271			17,900
Balance Sheet (Period End)
Loans held for investment⁽⁶⁾	$	129,952		$	128,965		$	124,092		$	125,947		$	126,334
Interest-earning assets		174,308			174,302			172,849			172,024			170,520
Total assets		200,148			199,753			199,300			197,503			196,933
Tangible assets⁽⁷⁾		185,891			185,715			184,928			183,158			182,904
Interest-bearing deposits		110,777			109,278			109,097			107,162			104,741
Total deposits		128,318			126,117			125,446			122,210			119,212
Borrowings		34,315			37,735			39,797			41,796			44,333
Stockholders’ equity		29,378			28,681			27,550			26,541			26,061
Tangible common equity (TCE) ⁽⁸⁾		15,425			14,675			13,520			12,558			12,037
Balance Sheet (Quarterly Average Balances)
Average loans held for investment⁽⁶⁾	$	129,043		$	127,916		$	125,077		$	125,441		$	126,307
Average interest-earning assets		177,710			174,143			173,540			173,992			172,473
Average total assets		201,611			199,229			198,075			197,704			196,598
Average interest-bearing deposits		110,750			109,251			108,633			106,597			104,186
Average total deposits		128,268			125,834			124,158			121,736			118,255
Average borrowings		37,366			39,451			40,538			42,428			45,910
Average stockholders’ equity		29,316			28,255			27,009			26,255			25,307
Performance Metrics
Net interest income growth (quarter over quarter)		5	%		—	%		4	%		(3	)%		—	%
Non-interest income growth (quarter over quarter)		2			(9	)		—			4			12
Revenue growth (quarter over quarter)		4			(2	)		3			(1	)		3
Revenue margin ⁽⁹⁾		9.35			9.17			9.41			9.11			9.31
Net interest margin ⁽¹⁰⁾		7.39			7.20			7.24			6.95			7.21
Return on average assets ⁽¹¹⁾		1.72			1.90			2.08			1.42			1.66
Return on average equity ⁽¹²⁾		11.80			13.38			15.28			10.68			12.93
Return on average tangible common equity⁽¹³⁾		22.58			26.57			31.73			22.90			28.95
Non-interest expense as a % of average loans held for investment ⁽¹⁴⁾		7.12			7.05			6.91			6.67			6.32
Efficiency ratio ⁽¹⁵⁾		55.30			56.47			52.96			52.78			49.70
Effective income tax rate		30.0			32.3			25.5			32.1			29.1
Full-time equivalent employees (in thousands)		29.5			28.2			27.9			25.7			25.7
Credit Quality Metrics ⁽¹⁶⁾
Allowance for loan and lease losses	$	4,280		$	4,488		$	5,067		$	5,628		$	6,175
Allowance as a % of loans held for investment		3.29	%		3.48	%		4.08	%		4.47	%		4.89	%
Net charge-offs	$	812		$	931		$	1,145		$	1,394		$	1,522
Net charge-off rate ^(17)(18)		2.52	%		2.91	%		3.66	%		4.45	%		4.82	%
30+ day performing delinquency rate		3.13			2.90			3.07			3.52			3.71
Capital Ratios
Tier 1 risk-based capital ratio ⁽¹⁹⁾		12.4	%		11.8	%		10.9	%		11.6	%		11.1	%
Tier 1 common equity ratio ⁽²⁰⁾		10.0			9.4			8.4			8.8			8.2
Total risk-based capital ratio ⁽²¹⁾		15.4			15.0			14.2			16.8			16.4
Tangible common equity (TCE) ratio⁽²²⁾		8.3			7.9			7.3			6.9			6.6

Page 1

CAPITAL ONE FINANCIAL CORPORATION (COF)

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

(1)	Includes the impact from the change in fair value of retained interests, including interest-only strips, which totaled $12 million in Q3 2011, $16 million in Q2 2011, $7 million in Q1 2011, $8 million in Q4 2010 and $6 million in Q3 2010.

(2)

The mortgage representation and warranty reserve increased to $892 million as of September 30, 2011, from $869 million as of June 30, 2011. We recorded a provision for repurchase losses of $72 million in Q3 2011, $37 million in Q2 2011, $44 million in Q1 2011, $(7) million in Q4 2010 and $16 million in Q3 2010. The majority of the provision for repurchase losses is included in discontinued operations, with the remaining portion included in non-interest income.

(3)

The estimated uncollectible amount of billed finance charges and fees excluded from revenue totaled $24 million in Q3 2011, $112 million in Q2 2011, $105 million in Q1 2011, $144 million in Q4 2010 and $190 million in Q3 2010. In the third quarter of 2011, we made a change to the way we estimate recoveries in determining the uncollectible amount of finance charges and fees, which significantly reduced the uncollectible amount of billed finance charges and fees excluded from revenue in Q3 2011.

(4)

Includes core deposit intangible amortization expense of $42 million in Q3 2011, $44 million in Q2 2011, $45 million in Q1 2011, $47 million in Q4 2010 and $49 million in Q3 2010 and integration costs of $1 million in Q3 2011, $0 million in Q2 2011, $2 million in Q1 2011, $15 million in Q4 2010 and $27 million in Q3 2010.

(5)	Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of tangible common equity.

(6)	Amounts for Q3 2011 and Q2 2011 reflect the impact of the April 1, 2011 acquisition of the existing private-label credit card loan portfolio of Kohl’s Department Stores (“Kohl’s”), which had an outstanding principal and interest balance of approximately $3.7 billion at acquisition.

(7)	Tangible assets is a non-GAAP measure consisting of total assets less assets from discontinued operations and intangible assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this measure.

(8)	Tangible common equity is a non-GAAP measure consisting of total stockholders’ equity less intangible assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this measure.

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

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

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

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

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

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

(15)	Calculated based on non-interest expense for the period divided by total revenue for the period.

(16)

Purchased credit impaired (“PCI”) loans acquired as part of the Chevy Chase Bank (“CCB”) acquisition are included in the denominator used in calculating the credit quality metrics presented in Table 1. These metrics excluding the impact of loans acquired from CCB from the denominator are presented below:


(Dollars in millions) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
CCB period-end acquired loan portfolio	$	4,873		$	5,181		$	5,351		$	5,532		$	5,891
CCB average acquired loan portfolio		4,998			5,112			5,305			5,633			6,014
Allowance as a % of loans held for investment, excluding CCB loans		3.42	%		3.63	%		4.27	%		4.67	%		5.12	%
Net charge-off rate, excluding CCB loans		2.62			3.03			3.82			4.65			5.06
30+ day performing delinquency rate, excluding CCB loans		3.32			3.08			3.25			3.76			3.89

(17)	In accordance with our loss-sharing agreement with Kohl’s, charge-offs for the portfolio are reported net of any reimbursement of credit losses from Kohl’s, which has the impact of lowering the overall charge-off rate.

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

(19)	Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio.

(20)	Tier 1 common equity ratio is a non-GAAP measure calculated based on Tier 1 common equity divided by risk-weighted assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio and non-GAAP reconciliation.

(21)	Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio.

(22)	Tangible common equity ratio (“TCE ratio”) is a non-GAAP measure calculated based on tangible common equity divided by tangible assets. See “Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures” for the calculation of this ratio and non-GAAP reconciliation.

Page 2

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 3: Consolidated Statements of Income

		September 30,		September 30,		September 30,		September 30,		September 30,
	Three Months Ended						Nine Months Ended
(Dollars in millions, except per share data) (unaudited)	September 30, 2011		June 30, 2011		September 30, 2010		September 30, 2011		September 30, 2010
Interest income:
Loans held for investment, including past-due fees	$	3,550	$	3,367	$	3,447	$	10,334	$	10,582
Investment securities		264		313		347		893		1,037
Cash equivalents and other		21		19		21		59		60

Total interest income		3,835		3,699		3,815		11,286		11,679


Interest expense:
Deposits		294		307		358		923		1,125
Securitized debt obligations		89		113		191		342		644
Senior and subordinated notes		84		63		72		211		211
Other borrowings		85		80		85		251		265

Total interest expense		552		563		706		1,727		2,245


Net interest income		3,283		3,136		3,109		9,559		9,434
Provision for loan and lease losses		622		343		867		1,499		3,069

Net interest income after provision for loan and lease losses		2,661		2,793		2,242		8,060		6,365


Non-interest income:
Servicing and securitizations		12		12		13		35		(3)
Service charges and other customer-related fees		542		460		496		1,527		1,577
Interchange		321		331		346		972		991
Net other-than-temporary impairment losses recognized in earnings		(6)		(6)		(5)		(15)		(62)
Other		2		60		57		151		272

Total non-interest income		871		857		907		2,670		2,775


Non-interest expense:
Salaries and associate benefits		750		715		641		2,206		1,937
Marketing		312		329		250		917		650
Communications and data processing		178		162		178		504		512
Supplies and equipment		143		124		129		402		381
Occupancy		122		118		135		359		371
Other		792		807		663		2,326		1,992

Total non-interest expense		2,297		2,255		1,996		6,714		5,843

Income from continuing operations before income taxes		1,235		1,395		1,153		4,016		3,297
Income tax provision		370		450		335		1,174		948

Income from continuing operations, net of tax		865		945		818		2,842		2,349
Loss from discontinued operations, net of tax		(52)		(34)		(15)		(102)		(303)

Net income	$	813	$	911	$	803	$	2,740	$	2,046


Basic earnings per common share:
Income from continuing operations	$	1.90	$	2.07	$	1.81	$	6.24	$	5.19
Loss from discontinued operations		(0.12)		(0.07)		(0.03)		(0.22)		(0.66)

Net income per common share	$	1.78	$	2.00	$	1.78	$	6.02	$	4.53


Diluted earnings per common share:
Income from continuing operations	$	1.88	$	2.04	$	1.79	$	6.17	$	5.15
Loss from discontinued operations		(0.11)		(0.07)		(0.03)		(0.22)		(0.66)

Net income per common share	$	1.77	$	1.97	$	1.76	$	5.95	$	4.49


Weighted average common shares outstanding (in millions):
Basic EPS		456.0		455.6		452.5		455.2		451.9
Diluted EPS		460.4		462.2		456.6		461.0		456.0

Dividends per common share	$	0.05	$	0.05	$	0.05	$	0.15	$	0.15

Page 3

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 4: Consolidated Balance Sheets


(Dollars in millions)(unaudited)	September 30, 2011		December 31, 2010		September 30, 2010

Assets:
Cash and due from banks	$	1,794	$	2,067	$	2,015
Interest-bearing deposits with banks		3,238		2,776		2,391
Federal funds sold and repurchase agreements		1,326		406		536

Cash and cash equivalents		6,358		5,249		4,942
Restricted cash for securitization investors		984		1,602		2,686
Securities available for sale, at fair value		38,400		41,537		39,926
Loans held for investment:
Unsecuritized loans held for investment, at amortized cost		83,010		71,921		74,719
Restricted loans for securitization investors		46,942		54,026		51,615

Total loans held for investment		129,952		125,947		126,334
Less: Allowance for loan and lease losses		(4,280)		(5,628)		(6,175)

Net loans held for investment		125,672		120,319		120,159
Loans held for sale, at lower-of-cost-or-fair-value		312		228		197
Accounts receivable from securitizations		101		118		127
Premises and equipment, net		2,785		2,749		2,722
Interest receivable		958		1,070		1,025
Goodwill		13,593		13,591		13,593
Other		10,985		11,040		11,556

Total assets	$	200,148	$	197,503	$	196,933


Liabilities:
Interest payable	$	401	$	488	$	464
Customer deposits:
Non-interest bearing deposits		17,541		15,048		14,471
Interest-bearing deposits		110,777		107,162		104,741

Total customer deposits		128,318		122,210		119,212
Securitized debt obligations		17,120		26,915		29,504
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,441		1,517		947
Senior and subordinated notes		11,051		8,650		9,083
Other borrowings		4,703		4,714		4,799

Total other debt		17,195		14,881		14,829
Other liabilities		7,736		6,468		6,863

Total liabilities		170,770		170,962		170,872


Stockholders’ equity:
Common stock		5		5		5
Paid-in capital, net		19,234		19,084		19,059
Retained earnings and accumulated other comprehensive income		13,382		10,654		10,199
Less: Treasury stock, at cost		(3,243)		(3,202)		(3,202)

Total stockholders’ equity		29,378		26,541		26,061

Total liabilities and stockholders’ equity	$	200,148	$	197,503	$	196,933

Page 4

CAPITAL ONE FINANCIAL CORPORATION (COF)

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


	Quarter Ended 09/30/11							Quarter Ended 06/30/11							Quarter Ended 09/30/10
(Dollars in millions)(unaudited)	Average Balance		Interest Income/ Expense		Yield/ Rate			Average Balance		Interest Income/ Expense		Yield/ Rate			Average Balance		Interest Income/ Expense		Yield/ Rate
Interest-earning assets:
Loans held for investment	$	129,043	$	3,550		11.00	%	$	127,916	$	3,367		10.53	%	$	126,307	$	3,447		10.92	%
Investment securities		37,189		264		2.84			40,381		313		3.10			39,872		347		3.48
Cash equivalents and other		11,478		21		0.73			5,846		19		1.30			6,294		21		1.33

Total interest-earning assets	$	177,710	$	3,835		8.63	%	$	174,143	$	3,699		8.50	%	$	172,473	$	3,815		8.85	%


Interest-bearing liabilities:
Interest-bearing deposits
NOW accounts	$	12,602	$	9		0.29	%	$	13,186	$	9		0.27	%	$	11,333	$	10		0.35	%
Money market deposit accounts		47,483		100		0.84			45,527		99		0.87			43,260		104		0.96
Savings accounts		30,944		56		0.72			29,329		60		0.82			22,572		49		0.87
Other consumer time deposits		13,530		84		2.48			14,330		91		2.54			18,726		133		2.84
Public fund CD’s of $100,000 or more		92		1		4.35			110		1		3.64			220		1		1.82
CD’s of $100,000 or more		5,407		43		3.18			5,867		46		3.14			7,256		59		3.25
Foreign time deposits		692		1		0.58			902		1		0.44			819		2		0.98

Total interest-bearing deposits	$	110,750	$	294		1.06	%	$	109,251	$	307		1.12	%	$	104,186	$	358		1.37	%
Securitized debt obligations		18,478		89		1.93			22,191		113		2.04			30,750		191		2.48
Senior and subordinated notes		10,519		84		3.19			8,093		63		3.11			8,677		72		3.32
Other borrowings		8,369		85		4.06			9,167		80		3.49			6,483		85		5.24

Total interest-bearing liabilities	$	148,116	$	552		1.49	%	$	148,702	$	563		1.51	%	$	150,096	$	706		1.88	%


Net interest income/spread			$	3,283		7.14	%			$	3,136		6.99	%			$	3,109		6.96	%


Interest income to average interest-earning assets						8.63	%						8.50	%						8.85	%
Interest expense to average interest-earning assets						1.24							1.30							1.64

Net interest margin						7.39	%						7.20	%						7.21	%

Page 5

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 6: Loan Information and Performance Statistics⁽¹⁾


(Dollars in millions)(unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Period-end loans held for investment
Credit card:
Domestic credit card ⁽²⁾	$	53,820		$	53,994		$	50,570		$	53,849		$	53,839
International credit card		8,210			8,711			8,735			7,522			7,487

Total credit card		62,030			62,705			59,305			61,371			61,326

Consumer banking:
Automobile		20,422			19,223			18,342			17,867			17,643
Home loan		10,916			11,323			11,741			12,103			12,763
Retail banking		4,014			4,046			4,223			4,413			4,591

Total consumer banking		35,352			34,592			34,306			34,383			34,997

Commercial banking:
Commercial and multifamily real estate		14,389			14,035			13,543			13,396			13,475
Middle market		11,924			11,404			10,758			10,484			10,364
Specialty lending		4,221			4,122			3,936			4,020			3,813

Total commercial lending		30,534			29,561			28,237			27,900			27,652
Small-ticket commercial real estate		1,571			1,642			1,780			1,842			1,890

Total commercial banking		32,105			31,203			30,017			29,742			29,542

Other loans⁽³⁾		465			465			464			451			469

Total	$	129,952		$	128,965		$	124,092		$	125,947		$	126,334

Average loans held for investment
Credit card:
Domestic credit card ⁽²⁾	$	53,668		$	53,868		$	51,889		$	53,189		$	54,049
International credit card		8,703			8,823			8,697			7,419			7,342

Total credit card		62,371			62,691			60,586			60,608			61,391

Consumer banking:
Automobile		19,757			18,753			18,025			17,763			17,397
Home loan		11,126			11,534			11,960			12,522			13,024
Retail banking		3,979			4,154			4,251			4,466			4,669

Total consumer banking		34,862			34,441			34,236			34,751			35,090

Commercial banking:
Commercial and multifamily real estate		14,021			13,597			13,345			13,323			13,411
Middle market		11,572			10,979			10,666			10,460			10,352
Specialty lending		4,154			4,014			3,964			3,947			3,715

Total commercial lending		29,747			28,590			27,975			27,730			27,478
Small-ticket commercial real estate		1,598			1,726			1,818			1,887			1,957

Total commercial banking		31,345			30,316			29,793			29,617			29,435

Other loans⁽³⁾		465			468			462			465			475

Total	$	129,043		$	127,916		$	125,077		$	125,441		$	126,391

Net charge-off rates
Credit card:
Domestic credit card⁽⁴⁾		3.92	%		4.74	%		6.20	%		7.28	%		8.23	%
International credit card		6.15			7.02			5.74			6.68			7.60

Total credit card		4.23	%		5.06	%		6.13	%		7.21	%		8.16	%

Consumer banking:
Automobile⁽⁵⁾		1.69	%		1.11	%		1.98	%		2.65	%		2.71	%
Home loan⁽⁶⁾		0.53			0.60			0.71			0.89			0.41
Retail banking⁽⁶⁾		1.67			1.73			2.24			2.40			2.20

Total consumer banking⁽⁶⁾		1.32	%		1.01	%		1.57	%		1.98	%		1.79	%

Commercial banking:
Commercial and multifamily real estate⁽⁶⁾		0.12	%		0.39	%		0.56	%		1.15	%		1.78	%
Middle market⁽⁶⁾		0.41			0.13			0.18			0.94			0.43
Specialty lending		0.44			0.47			0.30			0.63			0.64

Total commercial lending⁽⁶⁾		0.28	%		0.30	%		0.38	%		1.00	%		1.11	%
Small-ticket commercial real estate		2.19			3.77			7.14			7.72			3.48

Total commercial banking⁽⁶⁾		0.37	%		0.50	%		0.79	%		1.43	%		1.27	%

Other loans		6.39	%		10.57	%		19.91	%		21.11	%		17.63	%

Total		2.52	%		2.91	%		3.66	%		4.45	%		4.82	%

30+ day performing delinquency rates
Credit card:
Domestic credit card		3.65	%		3.33	%		3.59	%		4.09	%		4.53	%
International credit card		5.35			5.30			5.55			5.75			5.84

Total credit card		3.87	%		3.60	%		3.88	%		4.29	%		4.69	%

Consumer banking:
Automobile		6.34	%		6.09	%		5.79	%		7.58	%		7.42	%
Home loan⁽⁶⁾		0.78			0.70			0.61			0.64			0.69
Retail banking⁽⁶⁾		0.89			0.76			0.93			0.93			1.08

Total consumer banking⁽⁶⁾		4.01	%		3.70	%		3.42	%		4.28	%		4.14	%



Nonperforming asset rates^{(7) (8)}
Consumer banking:
Automobile		0.53	%		0.49	%		0.39	%		0.64	%		0.60	%
Home loan⁽⁶⁾		4.74			4.40			4.34			4.25			4.09
Retail banking⁽⁶⁾		2.37			2.45			2.44			2.66			2.41

Total consumer banking⁽⁶⁾		2.04	%		2.00	%		2.00	%		2.17	%		2.11	%

Commercial banking:
Commercial and multifamily real estate⁽⁶⁾		2.16	%		2.35	%		2.63	%		2.23	%		2.42	%
Middle market⁽⁶⁾		1.04			1.19			1.14			1.33			1.38
Specialty lending		0.87			0.95			1.19			1.30			1.75

Total commercial lending⁽⁶⁾		1.54	%		1.71	%		1.86	%		1.76	%		1.94	%
Small-ticket commercial real estate		1.58			0.75			3.39			2.38			2.04

Total commercial banking⁽⁶⁾		1.55	%		1.66	%		1.95	%		1.80	%		1.94	%

Page 6

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 7: Financial & Statistical Summary—Credit Card Business


(Dollars in millions) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Credit Card
Earnings:
Net interest income	$	2,042		$	1,890		$	1,941		$	1,870		$	1,934
Non-interest income		678			619			674			672			671

Total revenue	$	2,720		$	2,509		$	2,615		$	2,542		$	2,605
Provision for loan and lease losses		511			309			450			589			660
Non-interest expense		1,188			1,238			1,178			1,056			978

Income from continuing operations before taxes		1,021			962			987			897			967
Income tax provision		358			344			344			311			336

Income from continuing operations, net of tax	$	663		$	618		$	643		$	586		$	631

Selected metrics:
Period end loans held for investment	$	62,030		$	62,705		$	59,305		$	61,371		$	61,326
Average loans held for investment		62,371			62,691			60,586			60,608			61,391
Average yield on loans held for investment		14.84	%		13.83	%		14.68	%		14.28	%		14.65	%
Revenue margin		17.44			16.01			17.26			16.78			16.97
Net charge-off rate		4.23			5.06			6.13			7.21			8.16
30+ day delinquency rate⁽⁹⁾		3.87			3.60			3.88			4.29			4.69
Purchase volume⁽¹⁰⁾	$	34,918		$	34,226		$	27,797		$	29,379		$	27,039
Domestic Card
Earnings:
Net interest income	$	1,753		$	1,607		$	1,651		$	1,621		$	1,691
Non-interest income		588			584			583			594			575

Total revenue	$	2,341		$	2,191		$	2,234		$	2,215		$	2,266
Provision for loan and lease losses		381			187			230			505			577
Non-interest expense		972			1,008			990			935			844

Income from continuing operations before taxes		988			996			1,014			775			845
Income tax provision		351			354			360			276			301

Income from continuing operations, net of tax	$	637		$	642		$	654		$	499		$	544

Selected metrics:
Period end loans held for investment	$	53,820		$	53,994		$	50,570		$	53,849		$	53,839
Average loans held for investment		53,668			53,868			51,889			53,189			54,049
Average yield on loans held for investment		14.62	%		13.52	%		14.42	%		13.96	%		14.40	%
Revenue margin		17.45			16.27			17.22			16.66			16.77
Net charge-off rate⁽⁴⁾		3.92			4.74			6.20			7.28			8.23
30+ day delinquency rate⁽⁹⁾		3.65			3.33			3.59			4.09			4.53
Purchase volume⁽¹⁰⁾	$	31,686		$	31,070		$	25,024		$	26,985		$	24,858
International Card
Earnings:
Net interest income	$	289		$	283		$	290		$	249		$	243
Non-interest income		90			35			91			78			96

Total revenue	$	379		$	318		$	381		$	327		$	339
Provision for loan and lease losses		130			122			220			84			83
Non-interest expense		216			230			188			121			134

Income (loss) from continuing operations before taxes		33			(34	)		(27	)		122			122
Income tax provision (benefit)		7			(10	)		(16	)		35			35

Income (loss) from continuing operations, net of tax	$	26		$	(24	)	$	(11	)	$	87		$	87

Selected metrics:
Period end loans held for investment	$	8,210		$	8,711		$	8,735		$	7,522		$	7,487
Average loans held for investment		8,703			8,823			8,697			7,419			7,342
Average yield on loans held for investment		16.24	%		15.77	%		16.28	%		16.61	%		16.40	%
Revenue margin		17.42			14.42			17.52			17.63			18.47
Net charge-off rate		6.15			7.02			5.74			6.68			7.60
30+ day delinquency rate⁽⁹⁾		5.35			5.30			5.55			5.75			5.84
Purchase volume⁽¹⁰⁾	$	3,232		$	3,156		$	2,773		$	2,394		$	2,181

Page 7

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 8: Financial & Statistical Summary—Consumer Banking Business


(Dollars in millions) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Consumer Banking
Earnings:
Net interest income	$	1,097		$	1,051		$	983		$	950		$	946
Non-interest income		188			194			186			196			196

Total revenue	$	1,285		$	1,245		$	1,169		$	1,146		$	1,142
Provision for loan and lease losses		136			41			95			189			114
Non-interest expense		853			758			740			770			757

Income from continuing operations before taxes		296			446			334			187			271
Income tax provision		106			159			119			67			96

Income from continuing operations, net of tax	$	190		$	287		$	215		$	120		$	175


Selected metrics:
Period end loans held for investment	$	35,352		$	34,592		$	34,306		$	34,383		$	34,997
Average loans held for investment		34,862			34,441			34,236			34,751			35,090
Average yield on loans held for investment		9.83	%		9.51	%		9.60	%		9.20	%		9.28	%
Auto loan originations	$	3,409		$	2,910		$	2,571		$	2,217		$	2,439
Period end deposits		88,589			87,282			86,355			82,959			79,506
Average deposits		88,266			86,926			83,884			81,834			78,224
Deposit interest expense rate		0.95	%		1.00	%		1.06	%		1.13	%		1.18	%
Core deposit intangible amortization	$	32		$	34		$	35		$	34		$	36
Net charge-off rate^(5) (6)		1.32	%		1.01	%		1.57	%		1.98	%		1.79	%
Nonperforming loans as a percentage of loans held for investment^(6) (7)		1.88			1.83			1.84			1.97			1.92
Nonperforming asset rate^(6) (7)		2.04			2.00			2.00			2.17			2.11
30+ day performing delinquency rate^(6) (7)		4.01			3.70			3.42			4.28			4.14
Period end loans serviced for others	$	18,624		$	19,226		$	19,956		$	20,689		$	20,298

Page 8

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 9: Financial & Statistical Summary—Commercial Banking Business


(Dollars in millions) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Commercial Banking
Earnings:
Net interest income	$	353		$	333		$	321		$	336		$	325
Non-interest income		62			62			71			49			30

Total revenue	$	415		$	395		$	392		$	385		$	355
Provision for loan and lease losses		(10	)		(18	)		(15	)		34			95
Non-interest expense		200			192			177			207			199

Income from continuing operations before taxes		225			221			230			144			61
Income tax provision		80			79			82			51			22

Income from continuing operations, net of tax	$	145		$	142		$	148		$	93		$	39


Selected metrics:
Period end loans held for investment	$	32,105		$	31,203		$	30,017		$	29,742		$	29,542
Average loans held for investment		31,345			30,316			29,793			29,617			29,435
Average yield on loans held for investment		4.69	%		4.74	%		4.80	%		5.13	%		5.13	%
Period end deposits	$	25,282		$	24,304		$	24,244		$	22,630		$	22,100
Average deposits		25,227			24,282			24,138			22,808			21,899
Deposit interest expense rate		0.48	%		0.52	%		0.55	%		0.61	%		0.67	%
Core deposit intangible amortization	$	10		$	10		$	11		$	13		$	14
Net charge-off rate⁽⁶⁾		0.37	%		0.50	%		0.79	%		1.43	%		1.27	%
Nonperforming loans as a percentage of loans held for investment⁽⁶⁾		1.43			1.54			1.84			1.66			1.81
Nonperforming asset rate⁽⁶⁾		1.55			1.66			1.95			1.80			1.94

Risk category:⁽¹¹⁾
Noncriticized	$	29,374		$	28,459		$	27,008		$	26,663		$	26,011
Criticized performing		1,781			1,765			1,924			2,025			2,277
Criticized nonperforming		459			481			553			494			534

Total non-PCI loans		31,614			30,705			29,485			29,182			28,822
Total PCI loans		491			498			532			560			720

Total	$	32,105		$	31,203		$	30,017		$	29,742		$	29,542

% of period end held for investment commercial loans:
Noncriticized		91.49	%		91.21	%		89.98	%		89.65	%		88.05	%
Criticized performing		5.55			5.66			6.41			6.81			7.71
Criticized nonperforming		1.43			1.54			1.84			1.66			1.81

Total non-PCI loans		98.47			98.40			98.23			98.12			97.56
Total PCI loans		1.53			1.60			1.77			1.88			2.44

Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Page 9

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 10: Financial & Statistical Summary—Other and Total


(Dollars in millions) (unaudited)	2011 Q3		2011 Q2		2011 Q1		2010 Q4		2010 Q3
Other
Earnings:
Net interest expense	$	(209)	$	(138)	$	(105)	$	(133)	$	(93)
Non-interest income (expense)		(57)		(18)		11		22		7

Total revenue	$	(266)	$	(156)	$	(94)	$	(111)	$	(86)
Provision for loan and lease losses		(15)		11		4		27		(2)
Non-interest expense		56		67		67		58		62

Loss from continuing operations before taxes		(307)		(234)		(165)		(196)		(146)
Income tax benefit		(174)		(132)		(191)		(98)		(119)

Income (loss) from continuing operations, net of tax	$	(133)	$	(102)	$	26	$	(98)	$	(27)


Selected metrics:
Period end loans held for investment⁽⁴⁾	$	465	$	465	$	464	$	451	$	469
Average loans held for investment⁽⁴⁾		465		468		462		465		475
Period end deposits		14,447		14,531		14,847		16,621		17,606
Average deposits		14,775		14,626		16,136		17,094		18,132
Total
Earnings:
Net interest income	$	3,283	$	3,136	$	3,140	$	3,023	$	3,112
Non-interest income		871		857		942		939		904

Total revenue	$	4,154	$	3,993	$	4,082	$	3,962	$	4,016
Provision for loan and lease losses		622		343		534		839		867
Non-interest expense		2,297		2,255		2,162		2,091		1,996

Income from continuing operations before taxes		1,235		1,395		1,386		1,032		1,153
Income tax provision		370		450		354		331		335

Income from continuing operations, net of tax	$	865	$	945	$	1,032	$	701	$	818


Selected metrics:
Period-end loans held for investment	$	129,952	$	128,965	$	124,092	$	125,947	$	126,334
Average loans held for investment		129,043		127,916		125,077		125,441		126,391
Period end deposits		128,318		126,117		125,446		122,210		119,212
Average deposits		128,268		125,834		124,158		121,736		118,255

Page 10

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 11: Notes to Loan and Segment Disclosures (Tables 6 — 10)

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

(2)	Amounts for Q3 2011 and Q2 2011 reflect the impact of the April 1, 2011 acquisition of the existing private-label credit card loan portfolio of Kohl’s, which had an outstanding principal and interest balance of approximately $3.7 billion at acquisition.

(3)	Other loans held for investment includes unamortized premiums and discounts on loans acquired as part of the North Fork and Hibernia acquisitions.

(4)	In accordance with our loss-sharing agreement with Kohl’s, charge-offs for the portfolio are reported net of any reimbursement of credit losses from Kohl’s, which has the impact of lowering the overall Domestic Card charge-off rate.

(5)	The third quarter 2011 annualized net charge-off rate for Auto reflects the impact of a true-up of recoveries for certain bankruptcy-related Auto loans that were previously charged-off, which resulted in a decrease in the annualized net charge off rate of 19 basis points in the Q3 2011.

(6)	PCI loans acquired as part of the CCB acquisition are included in the denominator used in calculating the credit quality ratios presented in Tables 6-10. These metrics excluding the impact of loans acquired from CCB from the denominator are presented below:


(Dollars in millions) (unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
CCB period end acquired loan portfolio	$	4,873		$	5,181		$	5,351		$	5,532		$	5,891
CCB average acquired loan portfolio		4,998			5,112			5,305			5,633			6,014
Net charge-off rates
Consumer banking:
Home loan		0.87	%		0.98	%		1.16	%		1.46	%		0.68	%
Retail banking		1.69			1.76			2.32			2.49			2.29

Total consumer banking		1.51	%		1.17	%		1.82	%		2.32	%		2.11	%

Commercial banking:
Commercial and multifamily real estate		0.12	%		0.40	%		0.57	%		1.17	%		1.81	%
Middle market		0.42			0.13			0.18			0.97			0.44

Total commercial lending		0.28	%		0.31	%		0.38	%		1.02	%		1.14	%

Total commercial banking		0.38	%		0.51	%		0.80	%		1.45	%		1.30	%

30+ day performing delinquency rates
Consumer banking:
Home loan		1.28	%		1.18	%		1.02	%		1.06	%		1.16	%
Retail banking		0.90			0.77			0.93			0.97			1.12

Total consumer banking		4.57	%		4.29	%		3.98	%		5.01	%		4.88	%

Nonperforming asset rates
Consumer banking:
Home loan		7.80	%		7.38	%		7.24	%		7.05	%		6.83	%
Retail banking		2.40			2.48			2.44			2.77			2.51

Total consumer banking		2.33	%		2.32	%		2.32	%		2.54	%		2.49	%

Commercial banking:
Commercial and multifamily real estate		2.18	%		2.39	%		2.68	%		2.28	%		2.47	%
Middle market		1.07			1.22			1.17			1.36			1.42

Total commercial lending		1.57	%		1.73	%		1.90	%		1.79	%		1.98	%

Total commercial banking		1.57	%		1.68	%		1.99	%		1.83	%		1.98	%

Nonperforming loans as a percentage of loans held for investment
Consumer banking		2.15	%		2.12	%		2.14	%		2.30	%		2.26	%
Commercial banking		1.45			1.56			1.88			1.69			1.84

(7)

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

(8)

As permitted by regulatory guidance, our policy is generally to exempt delinquent credit card loans from being classified as nonperforming. We continue to accrue finance charges and fees on credit card loans until the loan is charged off, typically when the account becomes 180 days past due. Billed finance charges and fees considered uncollectible are not recognized in income.

(9)

The September 30, 2011 30+ day delinquency rate for Domestic Card reflects the impact of a change in the way we estimate recoveries in determining the uncollectible amount of finance charges and fees, which resulted in an increase of 11 basis points as of September 30, 2011. For International Card, the change did not have a significant impact on the 30+ day delinquency rate as of September 30, 2011.

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

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

Page 11

CAPITAL ONE FINANCIAL CORPORATION (COF)

Table 12: Reconciliation of Non-GAAP Measures and Calculation of Regulatory Capital Measures

In addition to disclosing required regulatory capital measures, we also report certain non-GAAP capital measures that management uses in assessing its capital adequacy. These non-GAAP measures include average tangible common equity, tangible common equity (TCE), TCE ratio, Tier 1 common equity and Tier 1 common equity ratio. The table below provides the details of the calculation of each of these measures. While these non-GAAP capital measures are widely used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies, they may not be comparable to similarly titled measures reported by other companies.


(Dollars in millions)(unaudited)	2011 Q3			2011 Q2			2011 Q1			2010 Q4			2010 Q3
Average Equity to Non-GAAP Average Tangible Common Equity
Average total stockholders’ equity	$	29,316		$	28,255		$	27,009		$	26,255		$	25,307
Less: Average intangible assets ⁽¹⁾		(13,990	)		(14,025	)		(14,001	)		(14,008	)		(14,003	)

Average tangible common equity	$	15,326		$	14,230		$	13,008		$	12,247		$	11,304

Stockholders’ Equity to Non-GAAP Tangible Common Equity
Total stockholders’ equity	$	29,378		$	28,681		$	27,550		$	26,541		$	26,061
Less: Intangible assets ⁽¹⁾		(13,953	)		(14,006	)		(14,030	)		(13,983	)		(14,024	)

Tangible common equity	$	15,425		$	14,675		$	13,520		$	12,558		$	12,037

Total Assets to Tangible Assets
Total assets	$	200,148		$	199,753		$	199,300		$	197,503		$	196,933
Less: Assets from discontinued operations		(304	)		(32	)		(342	)		(362	)		(5	)

Total assets from continuing operations		199,844			199,721			198,958			197,141			196,928
Less: Intangible assets ⁽¹⁾		(13,953	)		(14,006	)		(14,030	)		(13,983	)		(14,024	)

Tangible assets	$	185,891		$	185,715		$	184,928		$	183,158		$	182,904

Non-GAAP TCE Ratio
Tangible common equity	$	15,425		$	14,675		$	13,520		$	12,558		$	12,037
Tangible assets		185,891			185,715			184,928			183,158			182,904

TCE ratio⁽²⁾		8.3	%		7.9	%		7.3	%		6.9	%		6.6	%

Non-GAAP Tier 1 Common Equity and Regulatory Capital Ratios
Total stockholders’ equity	$	29,378		$	28,681		$	27,550		$	26,541		$	26,061
Less: Net unrealized (gains) losses on AFS securities recorded in AOCI ⁽³⁾		(401	)		(482	)		(314	)		(368	)		(580	)
Net (gains) losses on cash flow hedges recorded in AOCI⁽³⁾		54			71			95			86			79
Disallowed goodwill and other intangible assets		(13,899	)		(13,954	)		(13,993	)		(13,953	)		(13,993	)
Disallowed deferred tax assets		(227	)		(647	)		(1,377	)		(1,150	)		(1,324	)
Other		(2	)		(2	)		(2	)		(2	)		(2	)

Tier 1 common equity	$	14,903		$	13,667		$	11,959		$	11,154		$	10,241
Plus: Tier 1 restricted core capital items⁽⁴⁾		3,636			3,636			3,636			3,636			3,636

Tier 1 capital	$	18,539		$	17,303		$	15,595		$	14,790		$	13,877

Plus: Long-term debt qualifying as Tier 2 capital		2,438			2,727			2,827			2,827			2,827
Qualifying allowance for loan and lease losses		1,897			1,864			1,825			3,748			3,726
Other Tier 2 components		24			28			20			29			24

Tier 2 capital	$	4,359		$	4,619		$	4,672		$	6,604		$	6,577

Total risk-based capital⁽⁵⁾	$	22,898		$	21,922		$	20,267		$	21,394		$	20,454

Risk-weighted assets⁽⁶⁾	$	149,050		$	146,201		$	142,495		$	127,043		$	124,726

Tier 1 common equity ratio ⁽⁷⁾		10.0	%⁽¹⁰⁾		9.4	%		8.4	%		8.8	%		8.2	%
Tier 1 risk-based capital ratio ⁽⁸⁾		12.4	⁽¹⁰⁾		11.8			10.9			11.6			11.1
Total risk-based capital ratio ⁽⁹⁾		15.4	⁽¹⁰⁾		15.0			14.2			16.8			16.4

(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)	Consists primarily of trust preferred securities.

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

(6)	Calculated based on prescribed regulatory guidelines.

(7)	Tier 1 common equity ratio is a non-GAAP measure calculated based on Tier 1 common equity divided by risk-weighted assets.

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

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

(10)	Capital ratios as of the end of Q3 2011 are preliminary and therefore subject to change once the calculations have been finalized.

Page 12

Exhibit 99.3

Third Quarter 2011 Results

October 20, 2011

Exhibit 99.3

October 20, 2011

Forward-Looking Statements

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

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

otherwise.

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

discuss, among other things, strategies, goals, outlook or other non-historical matters; projections, revenues, income, returns, accruals for claims in litigation and for other

claims against Capital One, earnings per share or other financial measures for Capital One; future financial and operating results; Capital One’s plans, objectives,

expectations and intentions; the projected impact and benefits of the pending transactions involving Capital One, HSBC and ING Direct (the “transactions”); and the

assumptions that underlie these matters. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking

information provided by the Private Securities Litigation Reform Act of 1995. Numerous factors could cause Capital One’s actual results to differ materially from those

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

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

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

environment); the possibility that regulatory and other approvals and conditions to either of the transactions are not received or satisfied on a timely basis or at all; the

possibility that modifications to the terms of either of the transactions may be required in order to obtain or satisfy such approvals or conditions; the possibility that Capital

One will not receive third-party consents necessary to fully realize the anticipated benefits of the transactions; the possibility that Capital One may not fully realize the

projected cost savings and other projected benefits of the transactions; changes in the anticipated timing for closing either of the transactions; difficulties and delays in

integrating the assets and businesses acquired in the transactions; business disruption during the pendency of or following the transactions; the inability to sustain revenue

and earnings growth; diversion of management time on issues related to the transactions; reputational risks and the reaction of customers and counterparties to the

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

in asset quality and credit risk as a result of the transactions; 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; developments, changes or actions relating to any litigation matter involving

Capital One; increases or decreases in interest rates; Capital One’s ability to access the capital markets at attractive rates and terms to capitalize and fund its operations and

future growth; the success of Capital One’s marketing efforts in attracting and retaining customers; increases or decreases in Capital One’s aggregate loan balances or the

number of customers and the growth rate and composition thereof, including increases or decreases resulting from factors such as shifting product mix, amount of actual

marketing expenses Capital One incurs and attrition of loan balances; the level of future repurchase or indemnification requests Capital One may receive, the actual future

performance of mortgage loans relating to such requests, the success rates of claimants against Capital One, any developments in litigation and the actual recoveries Capital

One may make on any collateral relating to claims against Capital One; the amount and rate of deposit growth; changes in the reputation of or expectations regarding the

financial services industry or Capital One with respect to practices, products or financial condition; any significant disruption in Capital One’s operations or technology

platform; Capital One’s ability to maintain a compliance infrastructure suitable for its size and complexity; Capital One’s ability to control costs; the amount of, and rate of

growth in, Capital One’s expenses as its business develops or changes or as it expands into new market areas; Capital One’s ability to execute on its strategic and operational

plans; any significant disruption of, or loss of public confidence in, the United States Mail service affecting Capital One’s response rates and consumer payments; Capital

One’s ability to recruit and retain experienced personnel to assist in the management and operations of new products and services; changes in the labor and employment

markets; fraud or misconduct by Capital One’s customers, employees or business partners; competition from providers of products and services that compete with Capital

One’s businesses; and other risk factors set forth from time to time in reports that Capital One files with the Securities and Exchange Commission (the “SEC”), including,

but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2010, and Exhibit 99.5 to the Current Report on Form 8-K filed on July 13, 2011.

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

of Capital One Financial Corporation, unless otherwise noted. A reconciliation of any non-GAAP financial measures included in this presentation can be found in Capital

One’s most recent Current Report on Form 8-K filed October 20, 2011, available on Capital One’s website at www.capitalone.com under “Investors.”

October 20, 2011

•

Diluted EPS of $1.77, or $813M, compared to $1.97, or $911M, in Q2 2011

•

Ending loan balances increased $987M to $130B on growth in Auto Finance,

Commercial and Revolving Domestic Card balances

•

Net Interest Margin remained strong

•

Asset yields up 13 bps, largely due to credit benefits

•

Cost of funds down 6 bps

•

Pre-provision earnings increased as higher revenue was partially offset by increased

non-interest expense

•

Provision expense increased due to smaller allowance release, partially offset by

lower charge-offs

•

Charge-offs down 39 bps from 2.91% to 2.52%

•

Allowance coverage ratio down 19 bps from 3.48% to 3.29%

•

Capital generation remained strong

•

Basel 1 Tier 1 Common ratio of 10.0%; Basel 3 Tier 1 Common ratio ~10 bps higher

Third quarter 2011 highlights

October 20, 2011

Loan balances increased modestly and margin expanded in the third

quarter

Average Balances & Margin Highlights

Average

Yield/

Average

Yield/

(Dollars in millions)(unaudited)

Balance

Rate

Balance

Rate

Interest-earning assets:

Loans held for investment

129,043

11.00

127,916

10.53

Investment securities

37,189

2.84

40,381

3.10

Cash equivalents and other

11,478

0.73

5,846

1.30

Total interest-earning assets

177,710

8.63

174,143

8.50

Interest-bearing liabilities:

Total interest-bearing deposits

110,750

1.06

109,251

1.12

Securitized debt obligations

18,478

1.93

22,191

2.04

Senior and subordinated notes

10,519

3.19

8,093

3.11

Other borrowings

8,369

4.06

9,167

3.49

Total interest-bearing liabilities

148,116

1.49

148,702

1.51

Interest income to average interest-earning assets

8.63

8.50

Interest expense to average interest-earning assets

1.24

1.30

Net interest margin

7.39

7.20

Quarter Ended 09/30/11

Quarter Ended 06/30/11

October 20, 2011

Third quarter 2011 earnings were $1.77 per share

Income Statement

Net interest income

Non-interest income

Revenue

Marketing expense

Operating expense

Pre-Provision Earnings (before tax)

Net charge-offs

Other

Allowance build (release)

Provision Expense

Discontinued operations, net of tax

Total company (after tax)

EPS

Tax expense

Pretax income

$MM

Operating Earnings (after tax)

Non-Interest Expense

3,283

871

4,154

312

1,985

2,297

1,857

812

(208)

622

813

865

(52)

$1.77

1,235

370

Q311

3,136

857

3,993

329

1,926

2,255

1,738

931

(9)

(579)

343

911

945

(34)

$1.97

1,395

450

Q211

(3)%

(2)%

13%

400%

(64)%

(81)%

(11)%

(8)%

(53)%

(11)%

18%

(10)%

% Change

Our capacity to generate capital remains strong

Tier

Common

Equity

Risk-Weighted

Assets

(Basel

8.2%

8.8%

8.4%

9.4%

10.0%

10%

12%

Q310

Q410

Q111

Q211

Q311

Disallowed DTA

RWA

EOP Loans

(1.3)

(1.2)

125

127

126

(1.4)

142

124

Tier 1 Common excluding

disallowed DTA

($B)

11.5

12.4

13.4

Tier 1 Common

10.2

11.2

12.0

(0.6)

146

129

14.3

13.7

(0.2)

149

130

15.1

14.9

October 20, 2011

Tier 1 Common ratio is a non-GAAP measure calculated based on Tier 1 common equity divided by risk-weighted assets. See "Exhibit 99.2—Table 12:

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

Tier 1 Common ratio as of the quarter end does not reflect any impact from the equity forward sale agreements executed in July 2011

which have not been settled in whole or in part.

October 20, 2011

Growth in Auto Finance, Commercial Banking and Revolving Domestic

Card resulted in higher ending loan balances in the third quarter

Credit Card (EOP)

13,475

13,396

13,543

14,035

14,389

10,364

10,484

10,758

11,404

11,924

3,813

4,020

3,936

4,122

4,221

1,890

1,842

1,780

1,642

1,571

Q310

Q410

Q111

Q211

Q311

Commercial Banking

Consumer Banking

Comm’l

& Multi-Family

Middle Market

49,291

49,970

47,298

51,234

51,510

7,487

7,522

8,735

8,711

8,210

4,548

3,879

3,272

2,760

2,310

Q310

Q410

Q111

Q211

Q311

Revolving

Domestic Card

International

17643

17867

18342

19223

20422

12,763

12,103

11,741

11,323

10,916

4,591

4,413

4,223

4,046

4,014

Q310

Q410

Q111

Q211

Q311

Home Loans

Retail

Banking

Auto

Specialty Lending

Small Ticket CRE

Installment

loans

October 20, 2011

Consumer credit is stabilizing exhibiting expected seasonal patterns

3.92%

8.23%

4.74%

6.20%

7.28%

3.65%

3.33%

3.59%

4.53%

4.09%

10%

11%

Q310

Q410

Q111

Q211

Q311

Domestic Credit Card ($53.7B*)

Net Charge-off Rate

30+ Day Delinquency Rate

Home Loan ($11.1B*)

0.71%

0.41%

0.60%

0.89%

0.53%

0.61%

0.70%

0.64%

0.69%

0.78%

Q310

Q410

Q111

Q211

Q311

Auto ($19.8B*)

6.68%

5.74%

7.02%

7.60%

6.15%

5.75%

5.84%

5.55%

5.30%

5.35%

10%

Q310

Q410

Q111

Q211

Q311

International Credit Card ($8.7B*)

1.69%

2.65%

1.11%

2.71%

1.98%

6.34%

7.42%

7.58%

6.09%

5.79%

10%

11%

Q310

Q410

Q111

Q211

Q311

Net Charge-off Rate

30+ Day Delinquency Rate

Net Charge-off Rate

30+ Day Performing

Delinquency Rate

Net Charge-off Rate

30+ Day Performing

Delinquency Rate

* Average Loans

October 20, 2011

Commercial Banking credit metrics have stabilized and improved

modestly over the last five quarters

1.43%

0.79%

0.50%

1.27%

0.37%

1.80%

1.94%

1.95%

1.66%

1.55%

Q310

Q410

Q111

Q211

Q311

Total Commercial Banking ($31.3B*)

Nonperforming

Asset Rate

Charge-off

Rate

Commercial & Multi-Family Real Estate ($14.0B*)

0.12%

1.15%

0.39%

1.78%

0.56%

2.16%

2.42%

2.23%

2.35%

2.63%

Q310

Q410

Q111

Q211

Q311

Middle Market ($11.6B*)

Nonperforming

Asset Rate

Charge-off

Rate

1.00%

0.38%

0.30%

1.11%

0.28%

1.76%

1.94%

1.86%

1.71%

1.54%

Q310

Q410

Q111

Q211

Q311

Total Commercial Lending

Excluding Small Ticket CRE ($29.7B*)

Nonperforming

Asset Rate

Charge-off

Rate

0.41%

0.94%

0.13%

0.43%

0.18%

1.04%

1.38%

1.33%

1.19%

1.14%

Q310

Q410

Q111

Q211

Q311

Nonperforming

Asset Rate

Charge-off

Rate

* Average Loans

October 20, 2011

We are in a strong position to deliver significant value to customers

and shareholders

Sustainable

economic

advantages

Positioned at

the forefront

of where

banking is

going

End-game

positions

with relevant

scale

Large and

loyal

customer

franchise

Advantaged

access to

both sides of

the balance

sheet

•

Growth potential (off a larger base)

•

Strong returns and capital generation

•

Strong balance sheet and financial resilience

•

National

consumer

assets

•

National brand

•

Digital

leadership and

scale

•

Local banking

in attractive

markets

•

Credit risk

underwriting

•

Direct/digital

distribution