View Filing Data

297

428

Total interest income

15,353

10,664

11,112

Interest expense: [Abstract]

Deposits

1,465

2,093

2,512

809

282

550

276

260

445

346

332

456

Total interest expense

2,896

2,967

3,963

Net interest income

12,457

7,697

7,149

Net interest income after provision for loan and lease losses

3,907

4,230

5,101

8,550

3,467

2,048

Non-interest income: [Abstract]

Servicing and securitizations

2,280

3,385

Service charges and other customer-related fees

2,073

1,997

2,232

Interchange fees

1,340

502

562

Total other-than-temporary losses

(128)

(287)

(11)

Less: Non-credit component of other-than-temporary losses recorded in AOCI

255

Net other-than-temporary impairment losses recognized in earnings

(65)

(32)

(11)

Total non-interest income

359

539

576

3,714

5,286

6,744

Salaries and associate benefits

2,594

2,478

2,336

Marketing

958

588

1,118

Communications and data processing

693

740

756

Supplies and equipment

520

500

520

Occupancy

486

451

377

^[1]

119

134

2,683

2,541

2,969

Income from continuing operations before income taxes

7,934

7,417

8,210

4,330

1,336

582

1,280

349

497

3,050

987

Preferred stock dividends

(307)

(103)

(131)

Net income

2,743

884

(46)

(564)

(33)

Income from continuing operations

$ 2,743

$ 320

$ (79)

Basic earnings per common share:

$ 6.74

$ 0.99

$ 0.14

Loss from discontinued operations

(0.67)

(0.24)

(0.35)

Net income (loss) per basic common share

6.07

0.75

(0.21)

Diluted earnings per common share:

Income from continuing operations

6.68

0.98

0.14

Loss from discontinued operations

(0.67)

(0.24)

(0.35)

Net income (loss) per diluted common share

6.01

0.74

(0.21)

Dividends paid per common share

$ 0.20

$ 0.53

$ 1.50

[1]	In 2009, we completed the restructuring of operations that was initiated in 2007 to reduce expenses and improve our competitive cost position.

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions

Dec. 31, 2010

Dec. 31, 2009

Interest-bearing deposits with banks

Cash and due from banks

$ 2,067.0

$ 3,100.0

2,776.0

5,043.0

Federal funds sold and securities purchased under agreements to resell

406.0

542.0

5,249.0

8,685.0

Investment in securities: [Abstract]

1,602.0

501.0

Available for sale, at fair value

41,537.0

38,830.0

Held to maturity, at amortized cost

0.0

80.0

Total investment in securities

41,537.0

38,910.0

Loans held for investment: [Abstract]

Unsecuritized loans held for investment, at amortized cost

71,921.0

75,097.0

Restricted loans for securitization investors

54,026.0

15,522.0

125,947.0

90,619.0

^[1]

(5,628.0)

(4,127.0)

Loans held for sale, at lower-of-cost-or-fair value

120,319.0

86,492.0

228.0

268.0

Premises and equipment, net

118.0

7,128.0

2,749.0

2,736.0

Interest receivable

1,070.0

936.0

13,591.0

13,596.0

11,040.0

10,394.0

197,503.0

169,646.0

Interest payable

488.0

509.0

Interest bearing deposits

15,048.0

13,439.0

^[2]

107,162.0

102,370.0

Total customer deposits

122,210.0

115,809.0

Federal funds purchased and securities loaned or sold under agreements to repurchase

26,915.0

3,954.0

Other debt: [Abstract]

1,517.0

1,140.0

8,650.0

9,045.0

4,714.0

6,875.0

Total other debt

14,881.0

17,060.0

6,468.0

5,724.0

Common stock, par value $.01 per share; authorized 1,000,000,000 shares; 504,801,064 and 502,394,396 issued as of December 31, 2010 and 2009, respectively

170,962.0

143,056.0

Stockholders' equity: [Abstract]

5.0

Paid-in capital, net

19,084.0

18,955.0

Retained earnings

10,406.0

10,727.0

Accumulated other comprehensive income

248.0

83.0

Less: Treasury stock, at cost; 47,787,697 and 47,224,200 shares as of December 31, 2010 and 2009, respectively

(3,202.0)

(3,180.0)

26,541.0

26,590.0

$ 197,503.0

$ 169,646.0

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	Interest bearing deposits have a weighted average rate of 1.37% and 2.04% at December 31, 2010 and 2009, respectively.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2010	Dec. 31, 2009
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	504,801,064	502,394,396
Treasury stock, at cost shares (in shares)	47,787,697	47,224,200

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Statement [Line Items]
Balance	$ 26,590	$ 26,611	$ 24,294
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			(1)
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	(2,973)	2,900
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	(16)
Comprehensive income:
Net income (loss)	2,743	884	(46)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	134	996	(806)
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	49
Postretirement benefit plan adjustments, net of taxes		13	(75)
Net change in foreign currency translation adjustments	(10)	202	(603)
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	8	94	(52)
Other comprehensive income (loss)	181	1,305	(1,536)
Total comprehensive income	2,924	2,189	(1,582)
Cash dividends-common stock	(91)	(214)	(568)
Cash dividends-preferred stock		(105)	0
Purchases of treasury stock	(22)	(14)	(13)
Issuances of common stock and restricted stock, net of forfeitures	30	1,536	767
Exercise of stock options and tax benefits of exercises and restricted stock vesting	3	(6)	59
Issuance of preferred stock and warrants			3,555
Accretion of preferred stock discount		0	0
Stock Redeemed or Called During Period, Value		(3,555)
Compensation expense for restricted stock awards and stock options	96	116	95
Issuance of common stock for acquisition		$ 31
Issuance of common stock for acquisition (in shares)		2,560,000
Allocation of ESOP shares		$ 1	5
Balance	26,541	26,590	26,611
Common Stock [Member]
Statement [Line Items]
Balance	$ 5	$ 4	$ 4
Balance (in shares)	502,394,396	438,434,235	419,224,900
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			$ 0
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	$ 0
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	0
Comprehensive income:
Net income (loss)	0	$ 0	0
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	0	0	0
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	0
Postretirement benefit plan adjustments, net of taxes		0	0
Net change in foreign currency translation adjustments	0	0	0
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	0	0	0
Other comprehensive income (loss)	0	0	0
Total comprehensive income	0	0	0
Cash dividends-common stock	0	0	0
Cash dividends-preferred stock		0	0
Purchases of treasury stock	0	0	0
Issuances of common stock and restricted stock, net of forfeitures	$ 0	$ 1	$ 0
Issuances of common stock and restricted stock, net of forfeitures (in shares)	1,823,652	61,041,008	17,290,281
Exercise of stock options and tax benefits of exercises and restricted stock vesting	$ 0	$ 0	$ 0
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)	583,016	358,552	1,919,054
Issuance of preferred stock and warrants			$ 0
Accretion of preferred stock discount		$ 0	0
Stock Redeemed or Called During Period, Value		0
Compensation expense for restricted stock awards and stock options	$ 0	0	0
Issuance of common stock for acquisition		$ 0
Issuance of common stock for acquisition (in shares)		2,560,601
Allocation of ESOP shares		$ 0	0
Balance	$ 5	$ 5	$ 4
Balance (in shares)	504,801,064	502,394,396	438,434,235
Preferred Stock [Member]
Statement [Line Items]
Balance	$ 0	$ 3,096	$ 0
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			0
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	0
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	0
Comprehensive income:
Net income (loss)	0	0	0
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	0	0	0
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	0
Postretirement benefit plan adjustments, net of taxes		0	0
Net change in foreign currency translation adjustments	0	0	0
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	0	0	0
Other comprehensive income (loss)	0	0	0
Total comprehensive income	0	0	0
Cash dividends-common stock	0	0	0
Cash dividends-preferred stock		(23)	23
Purchases of treasury stock	0	0	0
Issuances of common stock and restricted stock, net of forfeitures	0	0	0
Exercise of stock options and tax benefits of exercises and restricted stock vesting	0	0	0
Issuance of preferred stock and warrants			3,063
Accretion of preferred stock discount		34	10
Stock Redeemed or Called During Period, Value		(3,107)
Compensation expense for restricted stock awards and stock options	0	0	0
Issuance of common stock for acquisition		0
Allocation of ESOP shares		0	0
Balance	0	0	3,096
Additional Paid-in Capital [Member]
Statement [Line Items]
Balance	18,955	17,278	15,860
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			0
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	0
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	0
Comprehensive income:
Net income (loss)	0	0	0
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	0	0	0
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	0
Postretirement benefit plan adjustments, net of taxes		0	0
Net change in foreign currency translation adjustments	0	0	0
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	0	0	0
Other comprehensive income (loss)	0	0	0
Total comprehensive income	0	0	0
Cash dividends-common stock	0	0	0
Cash dividends-preferred stock		0	0
Purchases of treasury stock	0	0	0
Issuances of common stock and restricted stock, net of forfeitures	30	1,535	767
Exercise of stock options and tax benefits of exercises and restricted stock vesting	3	(6)	59
Issuance of preferred stock and warrants			492
Accretion of preferred stock discount		0	0
Stock Redeemed or Called During Period, Value		0
Compensation expense for restricted stock awards and stock options	96	116	95
Issuance of common stock for acquisition		31
Allocation of ESOP shares		1	5
Balance	19,084	18,955	17,278
Retained Earnings [Member]
Statement [Line Items]
Balance	10,727	10,621	11,268
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			0
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	(2,957)
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	(16)
Comprehensive income:
Net income (loss)	2,743	884	(46)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	0	0	0
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	0
Postretirement benefit plan adjustments, net of taxes		0	0
Net change in foreign currency translation adjustments	0	0	0
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	0	0	0
Other comprehensive income (loss)	0	0	0
Total comprehensive income	0	0	0
Cash dividends-common stock	(91)	(214)	(568)
Cash dividends-preferred stock		(82)	(23)
Purchases of treasury stock	0	0	0
Issuances of common stock and restricted stock, net of forfeitures	0	0	0
Exercise of stock options and tax benefits of exercises and restricted stock vesting	0	0	0
Issuance of preferred stock and warrants			0
Accretion of preferred stock discount		(34)	(10)
Stock Redeemed or Called During Period, Value		(448)
Compensation expense for restricted stock awards and stock options	0	0	0
Issuance of common stock for acquisition		0
Allocation of ESOP shares		0	0
Balance	10,406	10,727	10,621
Accumulated Other Comprehensive Income [Member]
Statement [Line Items]
Balance	83	(1,222)	315
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			(1)
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	(16)
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	0
Comprehensive income:
Net income (loss)	0	0	0
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	134	996	(806)
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	49
Postretirement benefit plan adjustments, net of taxes		13	(75)
Net change in foreign currency translation adjustments	(10)	202	(603)
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	8	94	(52)
Other comprehensive income (loss)	181	1,305	(1,536)
Total comprehensive income	0	0	0
Cash dividends-common stock	0	0	0
Cash dividends-preferred stock		0	0
Purchases of treasury stock	0	0	0
Issuances of common stock and restricted stock, net of forfeitures	0	0	0
Exercise of stock options and tax benefits of exercises and restricted stock vesting	0	0	0
Issuance of preferred stock and warrants			0
Accretion of preferred stock discount		0	0
Stock Redeemed or Called During Period, Value		0
Compensation expense for restricted stock awards and stock options	0		0
Issuance of common stock for acquisition		0
Allocation of ESOP shares		0	0
Balance	248	83	(1,222)
Treasury Stock [Member]
Statement [Line Items]
Balance	(3,180)	(3,166)	(3,153)
Cumulative effect from January 1, 2008 adoption of amended accounting principles related to postretirement benefit plans, net of taxes			0
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of taxes	0
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard	0
Comprehensive income:
Net income (loss)	0	0	0
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, net of taxes	0	0	0
Other-than-temporary impairment not recognized in earnings on securities, net of taxes	0
Postretirement benefit plan adjustments, net of taxes		0	0
Net change in foreign currency translation adjustments	0	0	0
Unrealized gains (losses) in cash flow hedge instruments, net of taxes	0		0
Other comprehensive income (loss)	0	0	0
Total comprehensive income	0	0	0
Cash dividends-common stock	0	0	0
Cash dividends-preferred stock		0	0
Purchases of treasury stock	(22)	(14)	(13)
Issuances of common stock and restricted stock, net of forfeitures	0	0	0
Exercise of stock options and tax benefits of exercises and restricted stock vesting	0	0	0
Issuance of preferred stock and warrants			0
Accretion of preferred stock discount		0	0
Stock Redeemed or Called During Period, Value		0
Compensation expense for restricted stock awards and stock options	0	0	0
Issuance of common stock for acquisition		0
Allocation of ESOP shares		0	0
Balance	$ (3,202)	$ (3,180)	$ (3,166)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities, taxes	$ 48	$ 520	$ 421
Other-than-temporary impairment not recognized in earnings on securities, taxes	27
Postretirement benefit plan adjustments, taxes		7	55
Unrealized gains (losses) in cash flow hedge instruments, taxes	$ 5	$ 61	$ 28
Cash dividends per share-common stock (in dollars per share)	$ 0.20	$ 0.53	$ 1.50
Cash dividends per annum-preferred stock (in hundredths)		.05	.05

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Operating activities: [Abstract]

$ 3,050

$ 987

$ 85

(307)

(103)

(131)

Adjustments to reconcile net income to cash provided by operating activities: [Abstract]

2,743

884

(46)

Depreciation and amortization, net

3,907

4,230

5,101

582

683

692

Net gains on sales of securities available for sale

(141)

(218)

(14)

Gains on sales of auto loans

811

(2)

Gains on extinguishment/repurchase of debt/senior notes

(54)

Net gains on deconsolidation

(177)

Loans held for sale:

Transfers in and originations

(180)

(1,194)

(1,949)

(Gains) losses on sales

(1)

(31)

Proceeds from sales

241

1,228

2,211

Stock plan compensation expense

149

146

112

Changes in assets and liabilities, net of effects from purchase of companies acquired and the effect of new accounting standards: [Abstract]

(Increase) decrease in interest receivable

(137)

(108)

(Increase) decrease in accounts receivable from securitization

^[1]

(475)

(2,015)

(1,625)

(Increase) decrease in other assets

^[1]

1,432

339

(3,108)

Increase (decrease) in interest payable

(21)

(167)

Increase (decrease) in other liabilities

^[1]

(133)

(1,709)

1,203

Net cash provided by (used in) operating activities attributable to discontinued operations

353

(17)

126

Net cash provided by operating activities

8,142

2,082

3,483

Investing activities: [Abstract]

Increase in restricted cash for securitization investors

^[1]

2,897

727

Purchases of securities available for sale

(26,378)

(27,827)

(21,698)

Proceeds from paydowns and maturities of securities available for sale

11,567

9,541

6,676

Proceeds from sales of securities available for sale

12,466

13,410

2,628

Proceeds from securitizations of loans

12,068

10,047

Proceeds from sale of interest-only bonds

Net (increase) decrease in loans held for investment

^[1]

2,607

1,934

(13,588)

Principal recoveries of loans previously charged off

1,587

774

673

Additions of premises and equipment

(340)

(243)

(356)

Net cash provided by companies acquired

778

Net cash provided by investing activities attributable to discontinued operations

Other decrease in investing activities

(3)

Net cash provided by (used in) investing activities

4,463

11,162

(15,609)

Financing activities: [Abstract]

Net increase (decrease) in deposits

6,401

(6,369)

25,860

Net decrease in securitized debt obligations

(21,385)

(3,557)

(5,557)

Net decrease in other borrowings

^[1]

(293)

(2,356)

(6,373)

Maturities of senior notes

(666)

(1,447)

(1,802)

Repurchase of senior notes

(1,121)

Redemptions of acquired debt and noncontrolling interests

(464)

Issuance of senior and subordinated notes and junior subordinated debentures

4,500

Purchases of treasury stock

(22)

(14)

(13)

Dividends paid on common stock

(91)

(214)

(568)

Dividends paid on preferred stock

(105)

Net proceeds from issuances of common stock

1,536

772

Net (payments)/proceeds from issuance/(redemption) of preferred stock and warrants

(3,555)

3,555

Proceeds from share-based payment activities

(6)

Net cash provided by (used in) financing activities attributable to discontinued operations

(18)

(16)

Net cash provided by (used in) financing activities

(16,041)

(12,050)

14,796

Increase in cash and cash equivalents

(3,436)

1,194

2,670

Cash and cash equivalents at beginning of the period

8,685

7,491

4,821

Cumulative effect from adoption of new consolidation accounting standards

5,249

8,685

7,491

Non-cash items: [Abstract]

$ 2,973

$ 0

[1]	Excludes the initial impact from the January 1, 2010 adoption of the new consolidation standards.

Signficant Accounting Policies

12 Months Ended

Dec. 31, 2010

Summary of Significant Accounting Policies

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Capital One Financial Corporation, which was established in 1995, is a diversified financial services holding company headquartered in McLean, Virginia. 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. Our principal subsidiaries include Capital One Bank (USA), National Association ("COBNA") and Capital One, National Association ("CONA"). The Company and its subsidiaries are hereafter collectively referred to as "we", "us" or "our." CONA and COBNA are hereafter collectively referred to as the "Banks." As one of the top 10 largest banks in the United States based on deposits, we serve banking customers through branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. In addition to bank lending and depository services, we offer credit and debit card products, mortgage banking and treasury management services. We offer our products outside of the United States principally through operations in the United Kingdom and Canada.

�	Credit Card: Consists of our domestic consumer and small business card lending, domestic 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 consumer and small businesses, national deposit gathering, national automobile 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 middle market customers.

Certain activities that are not part of a segment are included in the "Other" category. The results of our individual businesses are prepared based on our internal management accounting system and reflect the manner in which management measures and evaluates performance. The accounting policies with respect to activities specifically attributable to each business segment are generally the same as those used in preparation of our consolidated financial statements. However, the preparation of business line results requires management to allocate funding costs and benefits, expenses and other financial elements to each line of business. For details of our business segment accounting policies, allocation methodologies and business segment results, see "Note 20-Business Segments."

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related disclosures. These estimates are based on information available as of the date of the consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from these estimates.

Principles of Consolidation

The 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. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity ("VIE").

Voting Interest Entities

Voting interest entities are entities that have sufficient equity and provide the equity investors voting rights that give them the power to make significant decisions relating to the entity's operations. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. Accordingly, we consolidate our majority-owned subsidiaries and other voting interest entities in which we hold, directly or indirectly, more than 50% of the voting rights or where we exercise control through other contractual rights.

Investments in entities where we do not have a controlling financial interest but we have significant influence over the entity's financial and operating decisions (generally defined as owning a voting interest of 20% to 50%) are accounted for under the equity method. If we own less than 20% of a voting interest entity, we generally carry the investment at cost, except marketable equity securities, which we carry at fair value with changes in fair value included in accumulated other comprehensive income. We typically report investments accounted for under the equity or cost method in other assets on our consolidated balance sheets, and include our share of income or loss in other non-interest income in our consolidated statements of income.

Variable Interest Entities ("VIEs")

VIEs are entities that lack one or more of the characteristics of a voting interest entity. Either the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties or the equity investors do not have the characteristics of a controlling financial interest. 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.

Prior to January 1, 2010, the primary beneficiary was the entity that would absorb a majority of the economic risks and rewards of the VIE based on an analysis of projected probability-weighted cash flows. On January 1, 2010, we implemented new consolidation accounting guidance that amended several key consolidation provisions related to VIEs. The new guidance eliminated the concept of qualified special purpose entities ("QSPEs"), which were previously exempt from consolidation, and introduced a new framework for determining the primary beneficiary of a VIE. Under the new guidance, the primary beneficiary is the entity that has (i) the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The new consolidation guidance also requires companies to continually reassess whether they are the primary beneficiary of a VIE, whereas the previous rules only required reconsideration upon the occurrence of certain triggering events. We discuss the impact from the adoption of the new consolidation accounting guidance below under "Special Purpose Entities and Variable Interest Entities."

In determining whether we are the primary beneficiary of a VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE, such as our role in establishing the VIE and our ongoing rights and responsibilities; our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE; the design of the VIE, including the capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE's capital structure and the reasons why the interests are held by us.

We perform on-going reassessments of whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain events, and are therefore subject to the VIE consolidation framework and whether changes in the facts and circumstances regarding our involvement with a VIE result in a change in our consolidation conclusion regarding the VIE to change. Our reassessment process considers whether we have acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances. The reassessment also considers whether we have acquired or disposed of a financial interest that could be significant to the VIE, or whether an interest in the VIE has become significant or is no longer significant. The consolidation status of the VIEs with which we are involved may change as a result of such reassessments.

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks, federal funds sold and resale agreements and interest-bearing deposits at other banks, all of which, if applicable, have stated maturities of three months or less when acquired. Cash payments for interest expense totaled $2.9 billion, $3.1 billion and $4.0 billion in 2010, 2009 and 2008, respectively. Cash payments for income taxes totaled $0.3 billion, $0.4 billion and $1.2 billion in 2010, 2009 and 2008, respectively.

Resale and Repurchase Agreements

Securities purchased under agreements to resell and securities sold under agreements to repurchase, principally U.S. government and agency obligations, are generally not accounted for as sales but as collateralized financing transactions and recorded at the amounts at which the securities were acquired or sold, plus accrued interest. We receive securities purchased under agreements to resell, make delivery of securities sold under agreements to repurchase, continually monitor the market value of these securities and deliver or obtain additional collateral as appropriate.

Investment Securities

Our investment securities consist primarily of fixed-income debt securities and equity securities. We regularly evaluate our securities whose value has declined below amortized cost to assess whether the decline in fair value is other-than-temporary. Amortized cost reflects historical cost adjusted for amortization of premiums, accretion of discounts and other-than-temporary impairment writedowns. We discuss the techniques we use in determining the fair value of our investment securities in "Note 19-Fair Value of Financial Instruments." We discuss our assessment of and accounting for other-than-temporary impairment in "Note 4-Investment Securities." Unamortized premiums and discounts on our investment securities are recognized in interest income over the contractual life of the security using the interest method. Realized gains and losses from the sales of debt securities are determined on a trade date basis using the specific identification method and included in non-interest income.

Investment Securities Classification

We classify securities as available for sale or held to maturity based on our investment strategy and management's assessment of our intent and ability to hold the securities until maturity. The accounting and measurement framework for our investment securities differs depending on the security classification. The classification criteria and accounting and measurement framework for our investment securities are described below.

Securities Available for Sale

We classify securities that we intend to hold for an indefinite period of time and may sell prior to maturity in response to changes in our investment strategy, liquidity needs, interest rate risk profile or for other reasons as available for sale. Available-for-sale securities are carried at fair value with unrealized net gains or losses, net of taxes, recorded in accumulated other comprehensive income in stockholders' equity. All of our investment securities were classified as available for sale as of December 31, 2010.

Securities Held to Maturity

We classify securities that we have the intent and ability to hold until maturity as held to maturity. Held-to-maturity securities are carried at amortized cost. In connection with the acquisition of Chevy Chase Bank, F.S.B. ("Chevy Chase Bank"), certain investment securities were classified as held to maturity at the date of our acquisition. We currently do not have any securities classified as held to maturity, although we may elect to do so in the future.

Loans

Our loan portfolio consists of credit card, other consumer and commercial loans. Other consumer loans consist of automobile, home, and retail banking loans. Commercial loans consist of commercial and multifamily real estate, middle market, specialty lending and small-ticket commercial real estate loans. We historically have securitized credit card loans, auto loans, home loans and installment loans through trusts we established to purchase the loans; however, we did not securitize any loans during 2010. The primary purposes of these securitization transactions were to satisfy investor demand and generate liquidity. Prior to January 1, 2010, the transfers of these loans to securitization trusts were generally accounted for as sales and the sold assets were removed from our consolidated balance sheets, which resulted in favorable regulatory capital treatment. As a result of our January 1, 2010 adoption of the new consolidation accounting standards, we have consolidated these securitization trusts. The loans underlying consolidated trusts are reported on our consolidated balance sheet under restricted loans for securitization investors.

Loan Classification

We classify loans as held for investment or held for sale based on our investment strategy and management's assessment of our intent and ability to hold loans for the foreseeable future or until maturity. Management's intent and ability with respect to certain loans may change from time to time depending on a number of factors, including economic, liquidity and capital conditions. The accounting and measurement framework for loans differs depending on the loan classification and whether the loans are originated or purchased. The accounting for purchased loans also differs depending on whether the loan is considered credit-impaired at the date of acquisition. The classification criteria and accounting and measurement framework for loans held for investment, loans held for sale and purchased-credit impaired loans are described below.

Loans Held for Investment

Loans that we have the ability and intent to hold for the foreseeable future or to maturity and loans associated with on-balance sheet securitization transactions accounted for as secured borrowings are classified as held for investment. The substantial majority of our loans, which include unrestricted loans and restricted loans for securitization investors, are classified as held for investment.

Credit card loans classified as held for investment are reported at their outstanding unpaid principal balance plus uncollected billed interest and fees net of billed interest and fees deemed uncollectible. Other loans classified as held for investment, except for purchased credit-impaired loans, are reported at amortized cost. Amortized cost is measured based on the outstanding unpaid principal amount, net of unearned income, unamortized deferred fees and costs and charge-offs. We generally defer certain loan origination fees and direct loan origination costs on originated loans, premiums and discounts on purchased loans and loan commitment fees and recognize these amounts in interest income as yield adjustments over the life of the loan and/or commitment period using the level yield interest method. Interest income is recognized on loans held for investment, other than purchased credit-impaired loans, on an accrual basis. We establish an allowance for loan losses for probable losses inherent in our held for investment loan portfolio as of each balance sheet date.

Cash flows related to unrestricted loans held for investment are included in cash flows from investing activities in our consolidated statements of cash flows regardless of a subsequent change in intent. Because our securitization transactions are accounted for under the new consolidation accounting standards as secured borrowings, the cash flows from these transactions are presented as cash flows from financing activities rather than as cash flows from operating or investing activities in our consolidated statement of cash flows beginning in 2010.

Loans Held for Sale

Loans that we intend to sell or for which we do not have the ability and intent to hold for the foreseeable future are classified as held for sale. We historically classified credit card loans necessary to support new securitization transactions expected to take place in the next three months as held for sale. Management limited the timeframe in which it believed it could reasonably estimate the amount of existing credit card loans to support securitization transactions to three months because of the uncertainity of customer repayment behavior and the revolving nature of credit cards.

Loans classified as held for sale are reported at the lower of amortized cost or fair value as determined on an aggregate homogeneous portfolio basis, with any write-downs or recoveries in fair value up to the amortized cost recorded in our consolidated statements of income as a component of other non-interest income. We recognize interest on loans held for sale classified as performing on an accrual basis. Because loans held for sale are reported at lower of cost or fair value, an allowance for loan losses is not established for loans held for sale. The fair value of loans held for sale is estimated based on secondary market prices for loan portfolios with similar characteristics.

In certain circumstances, we may transfer loans to/from held for sale or held for investment based on a change in strategy. We transfer these loans at the lower of cost or fair value on the date of transfer and establish a new cost basis upon transfer. Write-downs on loans transferred from held for investment to held for sale are recorded as charge-offs at the time of transfer.

We execute whole loan sales with either servicing rights released to the buyer or retained. When loans are sold and the servicing rights are released to the buyer, the gain or loss recognized on the sale is calculated based on the difference between the proceeds received and the carrying value of the loans sold. When loans are sold and the servicing rights are retained, the fair value attributed to the retained servicing rights impacts the gain or loss recognized on the sale. We report gains or losses on loans held for sale when realized in other non-interest income.

Loans Acquired

All purchased loans, including loans transferred in a business combination, acquired on or after January 1, 2009, are initially recorded at fair value at the date of acquisition based on the present value of cash flows expected to be collected. Accordingly, any related allowance for loan losses cannot be carried over or established at acquisition. Prior to January 1, 2009, non-impaired purchased loans aquired in a business combination were generally recorded at the present value of amounts received, determined at appropriate current interest rates, less allowances for uncollectibility and collection costs, if necessary.

Loans acquired with evidence of credit deterioration since origination and for which it is probable at the date of acquisition that we will not collect all contractually required principal and interest payments are considered purchased credit impaired ("PCI") loans. Evidence of credit deterioration as of the acquisition date may include statistics such as delinquency and accrual status; current loan-to-value ratio; the geographic location of the borrower or collateral and internal risk ratings. In connection with the acquisition of Chevy Chase Bank on February 27, 2009, we concluded that the substantial majority of loans we acquired from Chevy Chase Bank were PCI. See "Note 2-Acquisitions and Restructuring Activities" and "Note 5-Loans" for additional information.

In determining the fair value of purchased credit-impaired loans at acquisition, we first determine the contractually required payments due, which represent the total undiscounted amount of all uncollected principal and interest payments, adjusted for the effect of estimated prepayments. We then estimate the undiscounted cash flows we expect to collect. We incorporate several key assumptions to estimate cash flows expected to be collected, including default rates, loss severities and the amount and timing of prepayments. We calculate the fair value by discounting the estimated cash flows we expect to collect using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. Purchasers are permitted to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools if the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate fair value and expected cash flows.

The difference between contractually required payments due and the cash flows expected to be collected 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 loan. The excess of cash flows expected to be collected over the estimated fair value of purchased credit-impaired loans is referred to as the accretable yield. This amount is not recorded on our consolidated balance sheet, but is accreted into interest income over the remaining life of the loan, or pool of loans, using the effective yield method.

Subsequent to acquisition, we complete quarterly evaluations of expected cash flows. Decreases in expected cash flows attributable to credit will generally result in an impairment charge to the provision for loan and lease losses and the establishment of an allowance for loan and lease losses. Increases in expected cash flows will generally result in a reduction in any allowance for loan and lease losses established subsequent to acquisition and an increase in the accretable yield through a reclassification from the nonaccretable difference. The adjusted accretable yield is recognized in interest income over the remaining life of the loan, or pool of loans. Disposals of loans, which may include sales of loans to third parties, receipt of payments in full or part by the borrower, and foreclosure of the collateral result in removal of the loan from the purchased credit-impaired loan portfolio at its carrying amount.

Because the initial fair value of PCI loans recorded at acquisition includes an estimate of credit losses expected to be realized over the remaining lives of the loans, we separately track and report PCI loans and exclude these loans from our delinquency and nonperforming loan statistics. Even though substantially all of these loans are 90 days or more contractually past due, they are considered to be accruing because the interest income on these loans relates to the establishment of an accretable yield that is accreted into interest income over the estimated life of the purchased credit-impaired loans using the effective yield method.

For acquired loans that are not deemed impaired at acquisition, subsequent to acquisition we recognize the difference between the initial fair value at acquisition and the undiscounted expected cash flows in interest income over the life of the loans using the effective yield method.

Loan Modifications and Restructurings

As part of our loss mitigation efforts, we may make loan modifications that are intended to minimize the economic loss and to 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 a borrower experiencing financial difficulty to improve long-term loan performance and collectability. Our modifications typically include a reduction in the borrower's initial 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. For credit card loan agreements, such modifications may include canceling the customer's available line of credit on the credit card, reducing the interest rate on the card, and placing the customer on a fixed payment plan not exceeding 60 months. 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 some cases, we may curtail the amount of principal owed by the borrower.

A loan modification in which a concession is granted to a borrower experiencing financial difficulty is accounted for as a troubled debt restructuring ("TDR"). We describe our accounting for and measurement of impairment on restructured loans below under "Impaired Loans." See "Note 5-Loans" for additional information on our loan modifications and restructurings.

Delinquent and Nonperforming Loans

The entire balance of a loan is considered contractually 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. Delinquency is reported on loans that are 30 are more days past due. Interest and fees continue to accrue on past due loans until the date the loan is placed on nonaccrual status, if applicable. We generally place loans on nonaccrual status when we believe the collectability of interest and principal is not reasonably assured.

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 do not report loans accounted for under the fair value option and loans held for sale as nonperforming.

Our policies for classifying loans as nonperforming, by loan category, are as follows:

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Credit card loans: As permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council ("FFIEC"), our policy is generally to exempt credit card loans from being classified as nonperforming as these loans are generally charged off in the period the account becomes 180 days past due. Consistent with industry conventions, we generally continue to accrue interest and fees on delinquent credit card loans until the loans are charged-off. When we do not expect full payment of billed finance charges and fees, we reduce the balance of the credit card account by the estimated uncollectible portion of any billed finance charges and fees and exclude this amount from revenue.

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Consumer loans: We classify other non-credit card consumer loans as nonperforming at the earlier of the date when we determine that the collectability of interest or principal on the loan is not reasonably assured or in the period in which the loan becomes 90 days past due for automobile and mortgage loans, 180 days past due for unsecured small business revolving lines of credit and 120 days past due for all other non-credit card consumer loans, including installment loans.

�	Commercial loans: We classify commercial loans as nonperforming at the earlier of the date we determine that the collectability of interest or principal on the loan is not reasonably assured or in the period that the loan becomes 90 days past due.

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Modified loans and troubled debt restructurings: Modified loans, including TDRs, that are current at the time of the restructuring remain on accrual status if there is demonstrated performance prior to the restructuring and continued performance under the modified terms is expected. Otherwise, the modified loan is classified as nonperforming and placed on nonaccrual status until the borrower demonstrates a sustained period of performance over several payment cycles, generally six months of consecutive payments, under the modified terms of the loan.

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Purchased credit-impaired loans: PCI loans primarily include loans acquired from Chevy Chase Bank, which we recorded at fair value at acquisition. Because the initial fair value of these loans included an estimate of credit losses expected to be realized over the remaining lives of the loans, our subsequent accounting for PCI loans differs from the accounting for non-PCI loans. We therefore separately track and report PCI loans and exclude these loans from our delinquency and nonperforming loan statistics.

Interest and fees accrued but not collected at the date a loan is placed on nonaccrual status are reversed against earnings. In addition, the amortization of net deferred loan fees is suspended. Interest and fee income is subsequently recognized only upon the receipt of cash payments. However, if there is doubt regarding the ultimate collectability of loan principal, all cash received is applied against the principal balance of the loan. Nonaccrual loans are generally returned to accrual status when all principal and interest is current and repayment of the remaining contractual principal and interest is reasonably assured or when the loan is both well-secured and in the process of collection and collectability is no longer doubtful.

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 with insignificant delays or insignificant short falls in the amount of payments expected to be collected are not considered to be impaired. Income recognition on impaired loans is consistent with that of nonaccrual loans discussed above under "Delinquent and Nonperforming Loans."

Loans defined as individually impaired, based on applicable accounting guidance, include larger balance nonperforming loans and TDR loans. Our policies for reporting loans as individually impaired, by loan category, are as follows:

�	Credit card loans: Credit card loans that have been modified in a troubled debt restructuring are accounted for and reported as individually impaired.

�	Consumer loans: Consumer loans that have been modified in a troubled debt restructuring are accounted for and reported as individually impaired.

�	Commercial loans: Commercial loans classified as nonperforming and commercial loans that have been modified in a troubled debt restructuring are reported as impaired.

�	Purchased credit-impaired loans: We track and report PCI loans separately from other impaired 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. Held for sale loans are also not reported as impaired, as these loans are recorded at lower of cost or fair value.

All individually impaired loans are evaluated for an asset-specific allowance. Once a loan is modified in a troubled debt restructuring, the loan is generally considered impaired until maturity regardless of whether the borrower performs under the modified terms. Although the loan may be returned to accrual status if the criteria above under "Delinquent and Nonperforming Loans" are met, the loan would continue to be evaluated for an asset-specific allowance for loan losses and we would continue to report the loan as impaired.

We generally measure impairment and the related asset-specific allowance for individually impaired loans based on the difference between the recorded investment of the loan and present value of the loans' expected future cash flows, discounted at the effective original interest rate of the loan at the time of modification or the loan's observable market price. If the loan is collateral dependent, we measure impairment based upon the fair value of the underlying collateral, which we determine based on the current fair value of the collateral less estimated selling costs, instead of discounted cash flows. Loans are identified as collateral dependent if we believe that collateral is the sole source of repayment.

If the fair value of the loan is less than the recorded investment, we recognize impairment by establishing an allowance for the loan or by adjusting an allowance for the impaired loan. See "Note 6-Allowance for Loan and Lease Losses" for additional information on the asset-specific component of our allowance.

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. Charge-offs are recorded as a reduction to the allowance for loan and lease losses and subsequent recoveries of previously charged off amounts are credited to the allowance for loan and lease losses. 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, which varies based on the loan type, is presented below.

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Credit card loans: We generally charge-off credit card loans when the account is 180 days past due from the statement cycle date. Credit card loans in bankruptcy are charged-off within 30 days of receipt of a complete bankruptcy notification from the bankruptcy court, except for U.K. credit card loans, which are charged-offs within 60 days. Credit card loans of deceased account holders are charged-off within 60 days of receipt of notification.

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Consumer loans: We generally charge-off consumer loans at the earlier of the date when the account is a specified number of days past due or upon repossession of the underlying collateral. Our charge-off time frame is 180 days for mortgage loans and unsecured small business lines of credit and 120 days for auto and other non-credit card consumer loans. We calculate the charge-off amount for mortgage loans based on the difference between our recorded investment in the loan and the fair value of the underlying property and estimated selling costs as of the date of the charge-off. We update our home value estimates on a regular basis and recognize additional charge-offs for declines in home values below our initial fair value and selling cost estimate at the date mortgage loans are charged-off. Consumer loans in bankruptcy, except for auto and mortgage loans, generally are charged-off within 40 days of receipt of notification from the bankruptcy court. Auto and mortgage loans in bankruptcy are charged-off in the period that the loan is both 60 days or more past due and 60 days or more past the bankruptcy notification date or in the period the loan becomes 120 days past due for auto loans and 180 days past due for mortgage loans regardless of the banruptcy notification date. Consumer loans of deceased account holders are charged-off within 60 days of receipt of notification.

�	Commercial loans: We charge-off commercial loans in the period we determine that the unpaid principal loan amounts are uncollectible.

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Purchased credit-impaired loans: We do not record charge-offs on PCI 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. We record charge-offs on purchased credit-impaired loans only if actual losses exceed estimated losses incorporated into the fair value recorded at acquisition.

Foreclosed Property and Repossessed Assets

Foreclosed property and repossessed assets are comprised of any asset or property acquired through loan restructurings, workouts, foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure. Acquired property may include commercial and residential real estate properties or personal property, such as autos.

Upon repossession of property acquired in satisfaction of a loan, we reclassify the loan to repossessed assets and record the acquired property at the lower of the recorded investment in the loan or the estimated fair value of the underlying collateral less estimated selling costs. We estimate fair values primarily based on appraisals, when available, or quoted market prices on liquid assets. Anticipated recoveries from private mortgage insurance and government guarantees are also considered in evaluating the potential impairment of loans at the date of transfer. When the anticipated future cash flows associated with a loan are less than its net carrying value, a charge-off is recognized against the allowance for loan losses.

We regularly evaluate the fair value of acquired property and subsequently record at the lower of the amount recorded at acquisition or the current fair value less estimated disposition costs. Any valuation adjustments on acquired property or gains or losses realized from disposition of the property are reflected in non-interest expense.

Foreclosed property and repossessed assets, which we report in our consolidated balance sheet under other assets, totaled $306 million and $20 million, respectively, as of December 31, 2010, compared with $234 million and $24 million, respectively, as of December 31, 2009.

Allowance for Loan and Lease Losses

We maintain an allowance for loan and lease losses ("the allowance") that 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 purchased-credit impaired 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. The allowance for loan and lease losses is increased through the provision for loan and lease losses and reduced by net charge-offs. The provision for loan and lease 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 added.

In determining the allowance for loan and lease losses, we disaggregate loans in our portfolio with similar credit risk characteristics into portfolio segments. Management performs quarterly analysis of these portfolios to determine if impairment has occurred and to assess the adequacy of the allowance based on historical and current trends and other factors affecting credit losses. We apply documented systematic methodologies to separately calculate the allowance for our consumer loan and commercial loan portfolio and for loans within each of these portfolios that we identify as individually impaired. Our allowance for loan and lease losses consists of three components that are allocated to cover the estimated probable losses in each loan portfolio based on the results of our detailed review and loan impairment assessment process: (1) a formula-based component for loans collectively evaluated for impairment; (2) an asset-specific component for individually impaired loans; and (3) a component related to purchased credit-impaired loans that have experienced significant decreases in expected cash flows subsequent to acquisition.

Our consumer loan portfolio consists of smaller-balance, homogeneous loans, divided into four primary portfolio segments: credit card loans, auto loans, residential home loans and retail banking loans. Each of these portfolios is further divided by our business units into pools based on common risk characteristics, such as origination year, contract type, interest rate and geography, that are collectively evaluated for impairment. The commercial loan portfolio is primarily composed of larger-balance, non-homogeneous loans. These loans are subject to individual reviews that result in risk ratings. In assessing the risk rating of a particular loan, among the factors we consider are the financial condition of the borrower, geography, collateral performance, historical loss experience, and industry-specific information that management believes is relevant in determining the occurrence of a loss event and measuring impairment. These factors are based on an evaluation of historical and current information, and involve subjective assessment and interpretation. Emphasizing one factor over another or considering additional factors could impact the risk rating assigned to that loan.

The formula-based component of the allowance for credit card and other consumer loans that we collectively evaluate for impairment is based on a statistical calculation. Because of the homogenous nature of our consumer loan portfolios, the allowance is based on the aggregated portfolio segment evaluations. The allowance is established through a process that begins with estimates of incurred losses in each pool based upon various statistical analyses. Loss forecast models are utilized to estimate incurred losses and consider several portfolio indicators including, but not limited to, historical loss experience, account seasoning, the value of collateral underlying secured loans, estimated foreclosures or defaults based on observable trends, delinquencies, bankruptcy filings, unemployment and credit bureau scores, and general economic and business trends. Management believes these factors are relevant in estimating incurred losses and also considers an evaluation of overall portfolio credit quality based on indicators such as changes in our credit evaluation, underwriting and collection management policies, changes in the legal and regulatory environment, general economic conditions and business trends and uncertainties in forecasting and modeling techniques used in estimating our allowance. We update our consumer loss forecast models and portfolio indicators on a quarterly basis to incorporate information reflective of the current economic environment.

The formula-based component of the allowance for commercial loans that we collectively evaluate for impairment is based on our historical loss experience for loans with similar risk characteristics and consideration of the current credit quality of the portfolio, supplemented by management judgment and interpretation. We apply internal risk ratings to commercial loans, which we use to assess credit quality and derive a total loss estimate based on an estimated probability of default (default rate) and loss given default (loss severity). We generally use the prior four-year actual portfolio credit loss experience to develop our estimate of credit losses inherent in the portfolio as of each balance sheet date. Management may also apply judgment to adjust the loss factors derived, 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.

The asset-specific component of the allowance covers smaller-balance homogenous credit card and consumer loans whose terms have been modified in a TDR and larger balance nonperforming, non-homogenous commercial loans. As discussed above under "Impaired Loans," we measure the asset-specific component of the allowance based on the difference between the recorded investment of individually impaired loans and the present value of expected future cash flows. When the present value is lower than the carrying value of the loan, impairment is recognized through the provision for loan and lease losses. 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. Key considerations in determining the allowance include the borrower's overall financial condition, resources and payment history, prospects for support from financially responsible guarantors, and when applicable, the estimated realizable value of any collateral.

Purchased credit-impaired loans are recorded at fair value at acquisition and applicable accounting guidance prohibits the carry over or creation of valuation allowances in the initial accounting for impaired loans acquired in a transfer. Subsequent to acquisition, decreases in expected principal cash flows of purchased impaired loans are recorded as a valuation allowance included in the allowance for loan and lease losses. Subsequent increases in expected principal cash flows result in a recovery of any previously recorded allowance for loan and lease losses, to the extent applicable. Write-downs on purchased impaired loans in excess of the nonaccretable difference are charged against the allowance for loan and lease losses. See "Note 5-Loans" for information on purchased credit-impaired portfolios associated with acquisitions.

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 and financial guarantees, and binding unfunded loan commitments. The reserve for unfunded lending commitments excludes commitments accounted for under the fair value option. The provision for unfunded lending commitments is included in the provision for loan and lease 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. Unfunded lending commitments are subject to individual reviews and are analyzed and segregated by risk according to our internal risk rating scale. We assess these risk classifications, in conjunction with historical loss experience, utilization assumptions, current economic conditions, performance trends within specific portfolio segments and other pertinent information to estimate the reserve for unfunded lending commitments.

While we attribute portions of the allowance to components across our lending portfolios, the entire allowance is available to absorb probable credit losses inherent in our total lending portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowances for loan and lease losses and reserve for unfunded lending commitments in future periods.

Special Purpose Entities and Variable Interest Entities

In June 2009, the Financial Accounting Standards Board ("FASB") issued two new accounting standards that amended guidance applicable to the accounting for transfers of financial assets and the consolidation of VIEs. The guidance in these new consolidation accounting standards was effective for fiscal years beginning after November 15, 2009. We adopted the new consolidation accounting standards on January 1, 2010. Prior to January 1, 2010, our securitization trusts generally met the definition of a QSPE and were therefore not subject to consolidation. The new consolidation accounting standards eliminated the concept of a QSPE, requiring that entities previously considered as QSPEs be evaluated for consolidation. Based on our evaluation, we determined that we were the primary beneficiary of all of our credit card and auto securitization trusts, one installment loan securitization trust and certain mortgage securitization trusts because of the combination of our power over the activities that most significantly impact the economic performance of the trusts through the right to service the securitized loans and our obligation to absorb losses or the right to receive benefits that could potentially be significant to the trusts through our retained interests. Therefore, effective January 1, 2010, we consolidated on our balance sheet the underlying assets and liabilities of these trusts. We recorded the assets and liabilities of the credit card and installment loan securitization trusts at their carrying amounts as of January 1, 2010. We recorded the assets and liabilities of the mortgage trusts at their unpaid principal balances as of January 1, 2010, with accrued interest, allowance for loan and lease losses or other-than-temporary impairment recognized as appropriate, using the practical expedient permitted upon adoption because we determined that calculation of carrying values was not practical.

Below we present the impact on our January 1, 2010 consolidated balance sheet from the adoption of the new consolidation accounting standards:

(Dollars in millions)	January 1, 2010			VIE Consolidation Impact			December 31, 2009
Assets:
Cash and cash equivalents	$	12,683		$	3,998		$	8,685
Loans held for investment		138,184			47,565			90,619
Less: Allowance for loan and lease losses		(8,391	)		(4,264	)(1)		(4,127	)
Net loans held for investment		129,793			43,301			86,492
Accounts receivable from securitizations		166			(7,463	)		7,629
Other assets		68,869			2,029			66,840
Total assets	$	211,511		$	41,865		$	169,646

Liabilities:
Securitized debt obligations	$	48,300		$	44,346		$	3,954
Other liabilities		139,560			458			139,102
Total liabilities		187,860			44,804			143,056
Total stockholders' equity		23,651			(2,939	)(1)		26,590
Total liabilities and stockholders' equity	$	211,511		$	41,865		$	169,646

____________

(1)

In the second quarter of 2010, an adjustment of $53 million was made to increase the allowance for loan and lease losses for the impact of impairment on consolidated loans accounted for as troubled debt restructurings, and a related $34 million, net of taxes, was recorded as a reduction to stockholders' equity. These adjustments are not reflected in the above table.

�

Consolidation of $47.6 billion in securitized loan receivables and $44.3 billion in related debt securities issued from the trusts to third party investors. Included in the total loan receivables is $1.5 billion of mortgage loan securitizations related to the Chevy Chase Bank acquisition which had not been included in our historical managed financial statements. Also included in total loan receivables are $2.6 billion of retained interests, previously classified as accounts receivable from securitizations.

�	Reclassification of $0.7 billion of net finance charge and fee receivables from accounts receivable from securitizations to loans held for investment.

�	Reclassification of $4.0 billion in accounts receivable from securitization to cash restricted for securitization investors.

�	Recording a $4.3 billion allowance for loan and lease losses for the newly consolidated loan receivables. Previously, the losses inherent in the off-balance sheet loans were captured as a reduction in the valuation of retained residual interests.

�	Recording derivative assets of $0.3 billion and derivative liabilities of $0.5 billion, representing the fair value of interest rate swaps and foreign currency derivatives entered into by the trusts.

�	Recording net deferred tax assets of $1.6 billion, largely related to establishing an allowance for loan and lease losses on the newly consolidated loan receivables.

Subsequent to the adoption of the new consolidation accounting standards, our earnings no longer reflect securitization and servicing income related to the consolidated loans underlying our securitization trusts. Instead, we report interest income, provision for loan and lease losses and certain other income associated with consolidated securitized loans and interest expense associated with the debt securities issued from the trusts to third party investors. Amounts are recorded in the same categories as non-securitized loan receivables and corporate debt. Additionally, we treat consolidated securitized loans as secured borrowings. Therefore, we will no longer recognize gains on loans transferred in a securitization transaction unless the transfer qualifies for sale accounting and meets the criteria for deconsolidation under the new consolidation accounting standards.

On January 21, 2010, the Office of the Comptroller of the Currency ("OCC") and the Federal Reserve Board (the "Federal Reserve") announced a final rule regarding capital requirements related to the adoption of new consolidation guidance which requires additional capital in relation to our consolidated assets and any associated creation of loan loss reserves to be held. The rule allows for two quarter deferral in implementing the capital requirements with a phase out of the deferral beginning in the third quarter of 2010 and ending in the first quarter of 2011. We are utilizing this available deferral and the capital ratios reflect this treatment.

We recorded a cumulative effect adjustment of $2.9 billion in stockholders' equity on January 1, 2010 from the adoption of the new consolidation accounting standards. The table below summarizes the impact on certain regulatory capital ratios resulting from January 1, 2010 adoption of the new consolidation accounting standards:

	January 1, 2010			December 31, 2009			Change
Tier 1 capital		9.93	%		13.75	%		(3.82	)%
Total capital		17.58			17.70			(0.12	)
Tier 1 leverage		5.84			10.28			(4.44	)

Securitization of Loans

We primarily securitize credit card loans, auto loans, home loans and installment loans. Securitizations have historically been utilized for liquidity and funding purposes. See "Note 7-Variable Interest Entities and Securitizations" and "Note 8-Goodwill and Other Intangible Assets" for additional details. Loan securitization involves the transfer of a pool of loan receivables from our portfolio to a trust from which the trust sells an undivided interest in the pool of loan receivables to third-party investors through the issuance of debt securities. The debt securities are collateralized by the transferred receivables from our portfolio, and we receive proceeds from the third-party investors in consideration for the loans transferred. We remove loans from our consolidated balance sheet when securitizations qualify as sales to non-consolidated VIEs. Alternatively, when the transfer does not qualify as a sale but instead is considered a secured borrowing or when the sale is to a consolidated VIE, the asset will remain on our consolidated financial statements with an offsetting liability recognized for the amount of proceeds received.

Goodwill and Other Intangible Assets

Goodwill resulting from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date.

Goodwill and indefinite-lived intangible assets are not amortized. Rather, they are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is the only intangible asset with an indefinite life on our consolidated balance sheets. We have elected October 1 as the date to perform our annual goodwill impairment test. Intangible assets with definite useful lives are amortized either on a straight-line or on an accelerated basis over their estimated useful lives and evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable.

Other Assets

We report our investment in Federal Home Loan Bank ("FHLB") stock, which totaled $269 million and $264 million as of December 31, 2010 and 2009, respectively, and our investment in Federal Reserve stock, which totaled $861 million and $778 million, as of December 31, 2010 and 2009, respectively, in other assets on our consolidated balance sheets. We carry these investments at cost and assess for other-than-temporary impairment in accordance with applicable accounting guidance for evaluating impairment. We did not recognize any impairment on these investments in 2010 or 2009.

Mortgage Servicing Rights

Mortgage servicing rights ("MSRs") are recorded at fair value when mortgage loans are sold or securitized in the secondary market and the right to service these loans is retained for a fee. Changes in fair value are recognized in mortgage servicing and other income. We continue to operate a mortgage servicing business and report the changes in the fair value of MSRs in earnings. To evaluate and measure fair value, the underlying loans are stratified based on certain risk characteristics, including loan type, note rate and investor servicing requirements. We determine the fair value of MSRs based on the present value of the estimated future cash flows of net servicing income. We use assumptions in the valuation model that market participants use when estimating future net servicing income, including prepayment speeds, discount rates, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income and late fees. This model is highly sensitive to changes in certain assumptions. Different anticipated prepayment speeds, in particular, can result in substantial changes in the estimated fair value of MSRs. If actual prepayment experience differs from the anticipated rates used in the model, this difference could result in a material change in the value of our MSRs.

MSRs, which are included in other assets on our consolidated balance sheets, totaled $141 million and $240 million as of December 31, 2010 and 2009, respectively. Our acquisition of Chevy Chase Bank resulted in additional mortgage servicing rights of $110 million as of the acquisition date. See "Note 8-Goodwill and Other Intangible Assets" and "Note 7-Variable Interest Entities and Securitizations" for additional information.

Upon adoption of the accounting consolidation guidance, certain mortgage loans that had been securitized and accounted for as a sale were subject to consolidation and accounted for as a secured borrowing. Accordingly, effective January 1, 2010, mortgage securitization trusts that contain approximately $1.6 billion of mortgage loans and related debt securities issued to third party investors were consolidated and the retained interests and mortgage servicing rights related to these newly consolidated trusts were eliminated in consolidation. See "Note 1-Summary of Significant Accounting Policies" and "Note 8-Goodwill and Other Intangible Assets" for additional information.

Fair Value

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.

Under the fair value accounting guidance, an entity has 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 thereafter, with any changes in fair value recorded in current earnings. We did not make any material fair value option elections as of and for the years ended December 31, 2010 and 2009. See "Note 19-Fair Value of Financial Instruments" for additional information.

Representation and Warranty Reserve

In connection with their sales of mortgage loans, our 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. We may be required to repurchase the mortgage loan, indemnify the investor or insurer, or reimburse the investor for credit losses incurred on the loan in the event of a material breach of contractual representations or warranties.

We have established representation and warranty reserves for losses that we consider to be both probable and reasonably estimable associated with the mortgage loans sold by each subsidiary, including both litigation and non-litigation liabilities. The reserve-setting process relies heavily on estimates, which are inherently uncertain, and requires the application of judgment. In establishing the representation and warranty reserves, we consider a variety of factors, depending on the category of purchaser and rely on historical data. We evaluate these estimates on a quarterly basis. Losses incurred on loans that we are required to either repurchase or make payments to the investor under the indemnification provisions are charged against the reserve. The representation and warranty reserve is included in other liabilities. Changes to the representation and warranty reserve related to GreenPoint are reported as discontinued operations for all periods presented. See "Note 21-Commitments, Contingencies and Guarantees" for additional information related to our representation and warranty reserve.

Rewards Liability

We offers products, primarily credit cards, that provide reward program members with various rewards such as airline tickets, free or deeply discounted products or cash rebates, based on account activity. We establish a rewards liability based upon points earned which are ultimately expected to be redeemed and the average cost per point redemption. As points are redeemed, the rewards liability is relieved. The estimated cost of reward programs is primarily reflected as a reduction to interchange income. The cost of reward programs related to securitized loans is deducted from servicing and securitizations income. Rewards liability totaled $1.5 billion and $1.3 billion as of December 31, 2010 and 2009, respectively.

Derivative Instruments and Hedging Activities

In accordance with applicable accounting standards, all derivative financial instruments, whether designated for hedge accounting or not, are reported at their fair value on our consolidated balance sheets as either assets or liabilities. Derivatives in a net asset position are included on in other assets, and derivatives in a net liability position are included in other liabilities. Our policy is not to 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 recognized at fair value executed with the same counterparty under master netting arrangements. As of December 31, 2010 and 2009, we had recorded $229 million and $254 million, respectively, for the right to retain cash collateral and $668 million and $338 million, respectively, for the obligation to return cash collateral. The accounting for changes in the fair value (i.e., gains and losses) of a derivative instrument differs based on whether the derivative has been designated as a qualifying accounting hedge and the type of accounting hedge. For those derivative instruments that are designated and qualify as hedging instruments we must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, a cash flow hedge or a hedge of a net investment in a foreign operation.

For derivative instruments that are designated and qualify as fair value hedges (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk is recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as hedges of a net investment in a foreign operation, the gain or loss is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change in the fair value.

We also enter into derivative agreements with our customers to transfer, modify or reduce their interest rate or foreign exchange risks. As part of this process, we consider the customers' suitability for the risk involved, and the business purpose for the transaction. These derivatives do not qualify for hedge accounting and are considered trading derivatives with changes in fair value recognized in current period earnings. See "Note 11-Derivative Instruments and Hedging Activities" for additional detail.

Revenue Recognition

We recognize earned finance charges, interest income and fees on loans in interest income in accordance with the contractual provisions of the credit arrangements. As discussed above under "Loans-Delinquent and Nonperforming Loans," interest and fees continue to accrue on past due loans until the date the loan is placed on nonaccrual status, if applicable. Interest and fees accrued but not collected at the date a loan is placed on nonaccrual status are reversed against earnings.

Finance charges and fees on credit card loans are included in loan receivables when billed to the customer. We continue to accrue finance charges and fees on credit card loans until the account is charged-off. However, when we do not expect full payment of billed finance charges and fees, we reduce the balance of our credit card loan receivables by the amount of finance charges billed but not expected to be collected and exclude this amount from revenue. Our methodology for estimating the uncollectible portion of billed finance charges and fees is consistent with the methodology we use to estimate the allowance for incurred principal losses on our credit card loan receivables. Revenue was reduced by $950 million, $2.1 billion and $1.9 billion in 2010, 2009 and 2008, respectively, for the estimated uncollectible portion of billed finance charges and fees.

Interchange income is a discount on the payment due from the card-issuing bank to the merchant bank through the interchange network. Interchange rates are set by MasterCard International Inc. ("MasterCard") and Visa U.S.A. Inc. ("Visa") and are based on cardholder purchase volumes. We recognize interchange income as earned. Annual membership fees and direct loan origination costs specific to credit card loans are deferred and amortized over one year on a straight-line basis. Fees and origination costs and premiums are deferred and amortized over the average life of the related loans using the interest method for auto, home loan and commercial loan originations. Direct loan origination costs consist of both internal and external costs associated with the origination of a loan. Unamortized deferred fees, net of deferred costs, totaled $250 million and $148 million as of December 31, 2010 and 2009.

Marketing Expense

We expense marketing costs as incurred. Television advertising costs are expensed during the period in which the advertisements are aired. We recognized marketing expense of $1.0 billion, $0.6 billion and $1.1 billion in 2010, 2009 and 2008, respectively.

Fraud Losses

We experience fraud losses from the unauthorized use of credit cards, debit cards and customer bank accounts. Additional fraud losses may be incurred when loans are obtained through fraudulent means. Transactions suspected of being fraudulent are charged to non-interest expense after an investigation period. Recoveries of fraud losses also are also included in non-interest expense. See "Note 15-Other Non-Interest Expense" for additional information. .

Income Taxes

We account for income taxes in accordance with the accounting guidance for income taxes, recognizing the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. See "Note 18-Income Taxes" for additional details.

Recently Issued and Adopted Accounting Standards

We adopted the following recently issued accounting standards in 2010.

Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued new accounting guidance that requires additional disclosures about an entity's allowance for credit losses and the credit quality of its loan portfolio. The guidance requires additional disclosure to facilitate financial statement users' evaluation of the following: (1) the nature of credit risk inherent in the entity's loan portfolio, (2) how that risk is analyzed and assessed in arriving at the allowance for loan losses, and (3) the changes and reasons for those changes in the allowance for loan losses. The increased disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010. Increased disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 31, 2010. We adopted the accounting standard as of December 31, 2010, except for certain activity-related disclosures for which the adoption date is yet to be determined by the FASB. The adoption of this new standard enhanced the information provided on our loans and allowance for loan and lease losses in "Note 5-Loans" and "Note 6-Allowance for Loan and Lease Losses" but did not have an impact on our results of operations, financial position or liquidity.

Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset

In April 2010, the FASB issued new accounting guidance on loan modifications inside a pool of loans accounted for as a single asset. This new guidance states that loans acquired with deteriorated credit quality, which are accounted for within pools, and are modified will not trigger the removal of those loans from the pool even if the modification of those loans would otherwise be considered a TDR. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. Upon initial adoption, an entity is allowed to make a one-time election to terminate its accounting for loans as a pool. This guidance is effective for our first fiscal quarter ending on or after July 15, 2010, and is to be applied prospectively. The adoption of this guidance did not have an impact on our accounting or disclosures regarding our acquired loan portfolio.

Scope Exception for Embedded Credit Derivatives

In March 2010, the FASB issued new accounting guidance on embedded credit derivatives. This new accounting guidance clarifies the scope exception for embedded credit derivatives and defines which embedded credit derivatives are required to be evaluated for bifurcation and separate accounting. The guidance is effective on the first day of the first fiscal quarter beginning after June 15, 2010. In the third quarter, we recorded a cumulative effect adjustment to beginning retained earnings of $16 million, related to the adoption of this accounting guidance.

Fair Value Measurements and Disclosures - Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued new accounting guidance on improving disclosures about fair value measurements which amends the guidance for fair value measurements and disclosures. The new guidance requires disclosure of significant transfers between Level 1 and Level 2 of the fair value hierarchy for fiscal years beginning after December 15, 2009 and requires separate disclosures be presented for the gross amount of Level 3 activity for purchases, sales, issuances and settlements for fiscal years beginning December 15, 2010. The adoption of this new accounting guidance to disclose significant transfers between Level 1 and Level 2 and activity in Level 3 of the fair value hierarchy did not have a material impact on our consolidated financial statements.

Accounting for Transfers of Financial Assets and Consolidation of VIEs

In June 2009, the FASB issued two new accounting standards that amended guidance applicable to the accounting for transfers of financial assets and the consolidation of VIEs. The guidance in these standards was effective for fiscal years beginning after November 15, 2009. The accounting standard for transfers of financial assets was applicable on a prospective basis to new transfers, while the accounting standard relating to consolidation of VIEs was required to be applied prospectively to all entities within its scope as of the date of adoption. Effective January 1, 2010, we prospectively adopted these new accounting standards. As shown above under "Special Purpose Entities and Variable Interest Entities," the adoption of these new consolidation accounting standards on January 1, 2010 resulted in a cumulative effect after-tax charge to retained earnings of $2.9 billion.

Acquisitions and Restructuring Activities

12 Months Ended

Dec. 31, 2010

Acquisitions and Restructuring Activities

NOTE 2-ACQUISITIONS AND RESTRUCTURING ACTIVITIES

Acquisitions

On February 27, 2009, we acquired all of the outstanding common stock of Chevy Chase Bank in exchange for our common stock and cash with a total value of $476 million. Under the terms of the stock purchase agreement, Chevy Chase Bank common stockholders received $445 million in cash and 2.56 million shares of our common stock. In addition, to the extent that losses on certain of Chevy Chase Bank's mortgage loans are less than the level reflected in the net expected principal losses estimated at the time the deal was signed, we will share a portion of the benefit with the former Chevy Chase Bank common stockholders (the "earn-out"). The maximum payment under the earn-out is $300 million and would occur after December 31, 2013. We have not recognized a liability related to this earn-out as of December 31, 2010 or 2009, and we currently do not expect to make any payments associated with the earn-out based on estimated credit losses related to this portfolio. Subsequent to the closing of the acquisition all of the outstanding shares of preferred stock of a wholly-owned subsidiary of Chevy Chase Bank and the subordinated debt of its wholly-owned REIT (Real Estate Investment Trust) subsidiary, were redeemed. Subsequent to acquisition, Chevy Chase Bank's results of operations are reflected in our consolidated financial statements.

Restructuring Activities

In 2009, we completed the broad-based initiative started in 2007 to reduce expenses and improve our competitive cost position . Restructuring initiatives leveraged the capabilities of infrastructure projects in several of our businesses. The scope and timing of the cost reductions were the result of an ongoing, comprehensive review of operations within and across our businesses.

Total incurred charges exceeded the original estimate of $300 million by $63 million. The increase occurred because we extended the initiative past the original timeline due to the continued economic deterioration. Approximately half of these charges were related to severance benefits, while the remaining charges were associated with items such as contract and lease terminations and consolidation of facilities and infrastructure. We recognized restructuring expense of $119 million and $134 million in 2009 and 2008, respectively. We did not recognize any restructuring expense in 2010.

Discontinued Operations

12 Months Ended

Dec. 31, 2010

Discontinued Operations

NOTE 3-DISCONTINUED OPERATIONS

Shutdown of Mortgage Origination Operations of Wholesale Mortgage Banking Unit

In the third quarter of 2007, we closed the mortgage origination operations of our wholesale mortgage banking unit, acquired by us in December 2006 as part of the North Fork acquisition. The results of the mortgage origination operations and wholesale banking unit have been accounted for as a discontinued operation and therefore not included in our results from continuing operations in 2010, 2009 and 2008. We have no significant continuing involvement in these operations.

The loss from discontinued operations for 2010, 2009 and 2008 includes an expense of $432 million ($304 million net of tax), $162 million ($120 million net of tax) and $104 million ($68 million net of tax), respectively, recorded in non-interest expense, primarily attributable to provisions for mortgage loan repurchase losses related to representations and warranties provided on loans previously sold to third parties by the wholesale banking unit.

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

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Net interest income (expense)	$	(1	)	$	(2	)	$	7
Non-interest expense		(475	)		(157	)		(209	)
Income tax benefit		169			56			71
Loss from discontinued operations, net of taxes	$	(307	)	$	(103	)	$	(131	)

The discontinued mortgage origination operations of our wholesale home loan banking unit had remaining assets of $362 million and $24 million as of December 31, 2010 and 2009, respectively, consisting primarily of mortgage loans held for sale and liabilities of $585 million and $229 million as of December 31, 2010 and 2009, respectively consisting primarily of obligations for representations and warranties that we provided on loans previously sold to third parties.

Investment Securities

12 Months Ended

Dec. 31, 2010

Securities Available for Sale

NOTE 4—INVESTMENT SECURITIES

Our investment securities portfolio, which had a fair value of $41.5 billion and $38.9 billion, as of December 31, 2010 and 2009, respectively, consists of U.S. Treasury and U.S. agency debt obligations; agency and non-agency mortgage-backed securities; other asset-backed securities collateralized primarily by credit card loans, auto loans, student loans, auto dealer floor plan inventory loans, equipment loans, and home equity lines of credit; municipal securities and limited Community Reinvestment Act (“CRA”) equity securities. Our investment securities portfolio continues to be heavily concentrated in securities that generally have lower credit risk and high credit ratings, such as securities issued and guaranteed by the U.S. Treasury and government sponsored enterprises or agencies. Our investments in U.S. Treasury and agency securities, based on fair value, represented approximately 70% of our total investment securities portfolio as of December 31, 2010, compared with 75% as of December 31, 2009.

Securities Amortized Cost and Fair Value

All of our investment securities were classified as available-for-sale as of December 31, 2010, and are reported in our consolidated balance sheet at fair value. The following tables present the amortized cost, estimated fair values and corresponding gross unrealized gains (losses), by major security type, for our investment securities as of December 31, 2010 and 2009. The gross unrealized gains (losses) related to our available-for-sale securities are recorded, net of tax, as a component of accumulated other comprehensive income (“AOCI”). We had negative amortization mortgage backed securities related to retained securitizations that were classified as held to maturity as of December 31, 2009. We did not have any securities classified as trading as of December 31, 2010 or 2009.

	December 31, 2010
(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	$	373	$	13	$	0		$	0		$	0		$	386
U.S. Agency debt obligations(3)		301		13		0			0			0			314
Collateralized mortgage obligations (“CMOs”):
Agency(4)		12,303		271		0			(8	)		(8	)		12,566
Non-agency		1,091		0		(59	)		(13	)		(72	)		1,019
Total CMOs		13,394		271		(59	)		(21	)		(80	)		13,585
Mortgage-backed securities (“MBS”):
Agency(4)		15,721		397		0			(135	)		(135	)		15,983
Non-agency		735		1		(46	)		(9	)		(55	)		681
Total MBS		16,456		398		(46	)		(144	)		(190	)		16,664
Asset-backed securities(5)		9,901		69		0			(4	)		(4	)		9,966
Other(6)		563		66		0			(7	)		(7	)		622
Total securities available for sale	$	40,988	$	830	$	(105	)	$	(176	)	$	(281	)	$	41,537
Securities held to maturity:
Total securities held to maturity(7)	$	0	$	0	$	0		$	0		$	0		$	0

	December 31, 2009
(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	$	379	$	13	$	0		$	0		$	0		$	392
U.S. Agency debt obligations(3)		455		22		0			0			0			477
Collateralized mortgage obligations (“CMOs”):
Agency(4)		8,174		173		0			(47	)		(47	)		8,300
Non-agency		1,608		0		(96	)		(174	)		(270	)		1,338
Total CMOs		9,782		173		(96	)		(221	)		(317	)		9,638
Mortgage-backed securities (“MBS”):
Agency(4)		19,429		466		0			(37	)		(37	)		19,858
Non-agency		1,011		0		(85	)		(100	)		(185	)		826
Total MBS		20,440		466		(85	)		(137	)		(222	)		20,684
Asset-backed securities(5)		7,043		154		0			(5	)		(5	)		7,192
Other(6)		440		12		0			(5	)		(5	)		447
Total securities available for sale	$	38,539	$	840	$	(181	)	$	(368	)	$	(549	)	$	38,830
Securities held to maturity:
Total securities held to maturity(7)	$	80	$	0	$	0		$	0		$	0		$	80

____________

(1)	Represents the amount of cumulative non-credit other-than-temporary impairment (“OTTI”) losses recorded in AOCI on securities that also had credit impairments. 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)	Consists of debt securities issued by Fannie Mae and Freddie Mac with amortized costs of $200 million and $454 million, as of December 31, 2010 and 2009, respectively, and fair values of $213 million and $476 million, as of December 31, 2010 and 2009, respectively.

(4)

Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae with amortized costs of $17.1 billion, $8.1 billion and $2.9 billion, respectively, and fair values of $17.3 billion, $8.3 billion and $3.0 billion, respectively, as of December 31, 2010. The book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded 10% of our stockholders’ equity as of December 31, 2010.

(5)

Consists of securities collateralized by credit card loans, auto loans, auto dealer floor plan inventory loans, equipment loans, and home equity lines of credit. The distribution among these asset types was approximately 77.8 % credit card loans, 7.2% student loans, 6.7% auto loans, 5.6% auto dealer floor plan inventory loans, 2.5 % equipment loans, and 0.2% home equity lines of credit as of December 31, 2010. In comparison, the distribution was approximately 76.3% credit card loans, 6.9% student loans, 14.0% auto loans, 1.7% auto dealer floor plan inventory loans, 0.8% equipment loans and 0.3% home equity lines of credit as of December 31, 2009. Approximately 90.1 % of the securities in our asset-backed security portfolio were rated AAA or its equivalent as of December 31, 2010, compared with 84.2% as of December 31, 2009.

(6)	Consists of municipal securities and equity investments, primarily related to CRA activities.

(7)	Consists of negative amortization mortgage-backed securities.

Securities Available for Sale in a Gross Unrealized Loss Position

The table below provides, by major security type, information about our available-for-sale 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 December 31, 2010 and 2009.

	December 31, 2010
	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. Treasury debt obligations	$	0	$	0		$	0	$	0		$	0	$	0
U.S. Agency debt obligations(1)		0		0			0		0			0		0
CMOs:
Agency(2)		1,253		(7	)		279		(1	)		1,532		(8	)
Non-agency		17		0			976		(72	)		993		(72	)
Total CMOs		1,270		(7	)		1,255		(73	)		2,525		(80	)
MBS:
Agency(2)		5,318		(134	)		177		(1	)		5,495		(135	)
Non-agency		28		0			590		(55	)		618		(55	)
Total MBS		5,346		(134	)		767		(56	)		6,113		(190	)
Asset-backed securities		1,411		(2	)		33		(2	)		1,444		(4	)
Other		300		(1	)		80		(6	)		380		(7	)
Total securities available for sale in a gross unrealized loss position	$	8,327	$	(144	)	$	2,135	$	(137	)	$	10,462	$	(281	)

	December 31, 2009
	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. Treasury debt obligations	$	0	$	0		$	0	$	0		$	0	$	0
U.S. Agency debt obligations(1)		27		0			0		0			27		0
CMOs:
Agency(2)		2,188		(38	)		689		(9	)		2,877		(47	)
Non-agency		3		(1	)		1,313		(269	)		1,316		(270	)
Total CMOs		2,191		(39	)		2,002		(278	)		4,193		(317	)
MBS:
Agency(2)		2,520		(30	)		325		(7	)		2,845		(37	)
Non-agency		0		0			810		(185	)		810		(185	)
Total MBS		2,520		(30	)		1,135		(192	)		3,655		(222	)
Asset-backed securities		490		(1	)		56		(4	)		546		(5	)
Other		30		0			115		(5	)		145		(5	)
Total securities available for sale in a gross unrealized loss position	$	5,258	$	(70	)	$	3,308	$	(479	)	$	8,566	$	(549	)

____________

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

(2)	Consists of mortgage-related securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

The gross unrealized losses on our available-for-sale securities of $281 million as of December 31, 2010 relate to approximately 340 individual securities. Our investments in non-agency CMOs, non-agency residential MBS and asset-backed securities accounted for $131 million, or 47%, of total gross unrealized losses as of December 31, 2010. Of the $281 million gross unrealized losses as of December 31, 2010, $137 million related to securities that had been in a loss position for more than 12 months. As discussed in more detail below, we conduct periodic reviews of all 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 CMO, non-agency residential MBS and asset-backed securities, which is discussed in more detail later in this footnote.

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 December 31, 2010.

	December 31, 2010
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,963	$	2,980
Due after 1 year through 5 years		7,127		7,198
Due after 5 years through 10 years		1,100		1,129
Due after 10 years(1)		29,798		30,230
Total	$	40,988	$	41,537

____________

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

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 December 31, 2010. Actual calls or prepayment rates may differ from our estimates, which may cause the actual maturities of our investment securities to differ from the expected maturities presented below.

	December 31, 2010
	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	$	260		1.55	%	$	126		4.27	%	$	0		0	%	$	0		0	%	$	386		2.39	%
U.S. Agency debt obligations(2)		172		4.62			142		4.56			0		0			0		0			314		4.59
CMOs:
Agency(3)		600		5.53			6,108		4.59			5,830		4.25			28		4.35			12,566		4.47
Non-agency		148		5.85			741		5.59			125		5.31			5		6.58			1,019		5.60
Total CMOs		748		5.60			6,849		4.71			5,955		4.27			33		4.65			13,585		4.57
MBS:
Agency(3)		54		5.06			3,722		5.02			11,067		4.41			1,140		4.24			15,983		4.54
Non-agency		0		0			385		5.88			296		6.03			0		0			681		5.95
Total MBS		54		5.06			4,107		5.11			11,363		4.46			1,140		4.24			16,664		4.60
Asset-backed securities		2,131		2.89			7,478		2.64			357		3.66			0		0			9,966		2.73
Other(4)		326		1.78			89		4.12			6		4.51			201		4.55			622		2.21
Total securities available for sale	$	3,691		3.35	%	$	18,791		3.96	%	$	17,681		4.38	%	$	1,374		4.28	%	$	41,537		4.09	%
Amortized cost of securities available for sale	$	3,666				$	18,463				$	17,511				$	1,348				$	40,988

____________

(1)	The weighted-average yield is computed using the expected maturity of each security weighted based on the amortized cost of each security.

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

(3)	Consists of mortgage-related securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

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

Credit Ratings

Approximately 92% and 90% of our total investment securities portfolio was rated AAA or its equivalent as of December 31, 2010 and 2009, respectively, while approximately 4% and 5%, respectively, were below investment grade as of December 31, 2010 and 2009. All of our agency securities were rated AAA as of December 31, 2010 and 2009. The table below presents information on the credit ratings of our non-agency CMOs, non-agency MBS and asset-backed securities, which account for the substantial majority of the unrealized losses related to our investment securities portfolio as of December 31, 2010 and 2009.

	December 31,
	2010												2009
	% of Investment Securities Portfolio(1)			AAA			Other Investment Grade			Below Investment Grade or Not Rated			% of Investment Securities Portfolio(1)			AAA			Other Investment Grade			Below Investment Grade or Not Rated
Non-agency CMOs		3	%		1	%		11	%		88	%		4	%		2	%		24	%		74	%
Non-agency MBS		2			0			6			94			3			4			7			89
Asset-backed securities		24			90			10			0			18			84			16			0

______________

(1)	Calculated based on the amortized cost of the major security type presented divided by the amortized cost of our total investment securities portfolio as of the end of each period.

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; and current market conditions.

Effective April 1, 2009, we adopted new accounting guidance that changed our method for assessing, measuring and recognizing 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 purchase yield. The non-credit component represents the difference between the security’s fair value and the present value of expected future cash flows. Prior to the adoption of this new accounting guidance, the entire unrealized loss amount related to a security that was determined to be other-than-temporarily impaired was recognized in earnings.

The following table summarizes other-than-temporary impairment losses on debt securities recognized in earnings in 2010, 2009 and 2008.

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Total OTTI losses	$	128		$	287		$	11
Less: Non-credit component of OTTI losses recorded in AOCI		(63	)		(255	)		0
Net OTTI losses recognized in earnings	$	65		$	32		$	11

As indicated in the table above, we recorded credit related losses in earnings totaling $65 million and $32 million in 2010 and 2009, respectively. The cumulative non-credit related portion of OTTI on these securities recorded in AOCI totaled $105 million and $181 million in 2010 and 2009, respectively. We estimate the portion of loss attributable to credit using a discounted cash flow model, and we estimate the expected cash flows from the underlying collateral using industry-standard third party modeling tools. These tools take 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 gross unrealized losses related to all other securities of $176 million and $368 million as of December 31, 2010 and 2009, respectively, are attributable to issuer specific credit spreads and changes in market interest rates and asset spreads. We therefore do not expect to incur any 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 the amortized cost. Accordingly, we have concluded that the impairment on these securities is not other-than-temporary.

The table below presents activity related to credit losses on debt securities recognized in earnings for which a portion of the OTTI, the non-credit component, was recorded in AOCI.

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Beginning balance of credit losses	$	32	$	0	$	0
Additions for the credit component of OTTI on debt securities for which OTTI losses were not previously recognized(2)		12		25		0
Additions for the credit component of OTTI on debt securities for which OTTI losses were previously recognized		17		7		0
Reductions for securities for which the non-credit component previously recorded in AOCI was recognized in earnings because of our intent to sell the securities(1)		(12)		0		0
Ending balance of credit losses	$	49	$	32	$	0

_____________

(1)	We recognized $36 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2010. We did not recognize OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2009 and 2008.

(2)	Includes $4 million of OTTI recorded on held to maturity negative amortization bonds.

AOCI, Net of Taxes, Related to Securities Available for Sale

The table below presents the changes in AOCI, net of taxes, related to our available-for-sale securities. The net unrealized holding 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) represent the amount of those fair value adjustments, net of tax, that were recognized in earnings due to the sale of an available-for-sale security or the recognition of an impairment loss.

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Beginning balance AOCI related to securities available for sale, net of tax(1)	$	186		$	(725	)	$	14
Net unrealized holding gains (losses), net of tax(2)		221			861			(750	)
Net realized losses (gains) reclassified from AOCI into earnings, net of tax(3)		(38	)		50			11
Ending balance AOCI related to securities available for sale, net of tax	$	369		$	186		$	(725	)

______________

(1)	Net of tax benefit (expense) of $102 million, $(404) million and $7 million in 2010, 2009 and 2008, respectively.

(2)	Net of tax benefit (expense) of $122 million, $480 million and $(397) million in 2010, 2009 and 2008, respectively.

(3)	Net of tax (benefit) expense of $(21) million, $28 million and $6 million in 2010, 2009 and 2008, respectively.

Realized Gains and Losses on Securities Available for Sale

The following table presents the gross realized gains and losses on the sale and call of available-for-sale securities recognized in earnings in 2010, 2009 and 2008. 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 available-for-sale investment securities for the periods presented.

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Gross realized investment gains	$	141	$	231	$	15
Gross realized investment losses		0		(13)		(1)
Net realized gains	$	141	$	218	$	14
Total proceeds from sales	$	12,466	$	13,410	$	2,628

Securities Pledged

As part of our liquidity management strategy, we pledge securities to secure borrowings from 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 had securities pledged with a fair value of $10.0 billion and $11.9 billion as of December 31, 2010 and 2009, respectively. We did not have any securities pledged where the secured party had the right to sell or repledge the collateral as of these dates.

Loans

12 Months Ended

Dec. 31, 2010

Loans Held for Investment and Allowance for Loan and Lease Losses

NOTE 5—LOANS

Loan Portfolio Composition

Our total loan portfolio consists of loans we own and loans underlying our securitization trusts. Prior to our January 1, 2010 adoption of the new consolidation accounting standards, loans underlying our securitization trusts were accounted for as off-balance sheet. These loans are now reported on our consolidated balance sheet under restricted loans for securitization investors. The table below presents the composition of our held-for investment loan portfolio, including restricted loans for securitization investors, as of December 31, 2010 and 2009.

The substantial increase in loans held for investment reported on our consolidated balance sheets was due to the addition of $47.6 billion of loans held for investment, primarily consisting of credit card loan receivables underlying our securitization trusts, to our consolidated balance sheet on January 1, 2010 as a result of the adoption of the new consolidation accounting standards. After taking into consideration the January 1, 2010 consolidation impact, loans held for investment decreased by $12.2 billion, or 10%, in 2010 to $125.9 billion as of December 31, 2010. The decline was primarily due to the run-off of loans in businesses that we either exited or repositioned early in the economic recession, elevated charge-offs and weak consumer demand. Additionally, the decline was attributable to the sale of a portion of the small-ticket commercial real estate loan portfolio in 2010. The decline was partially offset by the acquisition of the $807 million legacy Sony Card portfolio in the third quarter of 2010.

	December 31,
(Dollars in millions)	2010		2009(3)
Credit Card business:
Domestic credit card loans	$	50,170	$	13,374
International credit card loans		7,513		2,229
Total credit card loans		57,683		15,603
Domestic installment loans		3,679		6,693
International installment loans		9		44
Total installment loans		3,688		6,737
Total credit card		61,371		22,340
Consumer Banking business:
Automobile		17,867		18,186
Mortgage		12,103		14,893
Other retail		4,413		5,135
Total consumer banking		34,383		38,214
Total consumer(1)		95,754		60,554
Commercial Banking business:
Commercial and multifamily real estate(2)		13,396		13,843
Middle market		10,484		10,062
Specialty lending		4,020		3,555
Total commercial lending		27,900		27,460
Small-ticket commercial real estate		1,842		2,153
Total commercial banking		29,742		29,613
Other:
Other loans		451		452
Total loans	$	125,947	$	90,619

______________

(1)	Consumer loans consist of all of the loans in our Credit Card and Consumer Banking businesses.

(2)	Includes construction loans and land development loans totaling $2.4 billion and $2.5 billion as of December 31, 2010 and 2009, respectively.

(3)	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.

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. High unemployment, the decline in home prices and other weak economic conditions resulting from the recent recession adversely affected the ability of consumers and businesses to meet their debt obligations and resulting in deterioration across all of our loan portfolios in 2009. As economic conditions began to improve in 2010, credit performance across our loan categories began to improve and stabilize.

The table following 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 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 December 31, 2010.

				December 31, 2010
(Dollars in millions)	Current			30-59 Days			60-89 Days			³ 90 Days			Total Delinquent Loans			PCI Loans			Total Loans			³ 90 Days and Accruing(1)			Nonperforming Loans(1)
Credit card:
Domestic	$	51,649		$	558		$	466		$	1,176		$	2,200		$	0		$	53,849		$	1,176		$	0
International		7,090			132			97			203			432			0			7,522			203			0
Total credit card		58,739			690			563			1,379			2,632			0			61,371			1,379			0
Consumer Banking:
Auto		16,414			952			402			99			1,453			0			17,867			0			99
Home loan		6,707			65			44			395			504			4,892			12,103			0			486
Retail banking		4,218			31			22			40			93			102			4,413			5			91
Total consumer banking		27,339			1,048			468			534			2,050			4,994			34,383			5			676
Commercial Banking:
Commercial and multifamily real estate		12,816			118			31			153			302			278			13,396			14			276
Middle market		10,113			34			5			50			89			282			10,484			0			133
Specialty lending		3,962			25			7			26			58			0			4,020			0			48
Total commercial lending		26,891			177			43			229			449			560			27,900			14			457
Small-ticket commercial real estate		1,711			74			24			33			131			0			1,842			0			38
Total commercial banking		28,602			251			67			262			580			560			29,742			14			495
Other:
Other loans		382			19			5			45			69			0			451			0			54
Total	$	115,062		$	2,008		$	1,103		$	2,220		$	5,331		$	5,554		$	125,947		$	1,398		$	1,225

% of Total loans		91.4	%		1.6	%		0.9	%		1.7	%		4.2	%		4.4	%		100.0	%		1.1	%		1.0	%

____________

(1)	Purchased credit-impaired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Loans 90 days or more past due totaled approximately $2.2 billion and $853 million as of December 31, 2010 and 2009, respectively. For 2009 loans underlying our securitization trust are excluded as they were consolidated on January 1, 2010 upon our adoption of the new consolidation accounting guidance. Loans classified as nonperforming totaled $1.2 billion and $1.3 billion as of December 31, 2010 and 2009, respectively.

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”) growth, 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 December 31, 2010. We also present net-charge offs in 2010.

Credit Card: Risk Profile by Geographic Region and Delinquency Status

	December 31, 2010
(Dollars in millions)	Amount		% of Total(1)
Domestic:
California	$	6,242		10.2	%
Texas		3,633		5.9
New York		3,599		5.8
Florida		3,298		5.4
Illinois		2,403		3.9
Pennsylvania		2,389		3.9
Ohio		2,109		3.4
New Jersey		1,971		3.2
Michigan		1,716		2.8
Other		26,489		43.2
Total Domestic Card		53,849		87.7
International:
United Kingdom		4,102		6.7
Canada		3,420		5.6
Total International Card		7,522		12.3
Total Credit Card	$	61,371		100.0	%

Credit performance:
30+ day delinquencies(2)	$	2,632		4.29	%
90+ day delinquencies(2)		1,379		1.10
Net charge-offs(3)		5,499		8.79

_____________

(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 net charge-offs by average credit card loans held for investment during 2010.

The 30-day delinquency rate for our entire credit card loan portfolio, which consists of loans we own and loans underlying our securitization trusts that were accounted for as off-balance sheet prior to our January 1, 2010 adoption of the new consolidation accounting standards, decreased to 4.29% as of December 31, 2010, from 5.88% as of December 31, 2009.

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, gross domestic product (“GDP”) growth, and home values, as well as customer liquidity, 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 PCI loans acquired from Chevy Chase Bank. We also present the delinquency and nonperforming loan rates of our consumer banking loan portfolio, excluding PCI loans, as of December 31, 2010 and net-charge offs in 2010.

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

	December 31, 2010
	Non-PCI Loans					PCI Loans					Total
(Dollars in millions)	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	3,161		9.2	%	$	0		0	%	$	3,161		9.2	%
California		1,412		4.1			0		0			1,412		4.1
Louisiana		1,334		3.9			0		0			1,334		3.9
Florida		954		2.8			0		0			954		2.8
Georgia		908		2.6			0		0			908		2.6
New York		894		2.6			0		0			894		2.6
Illinois		843		2.5			0		0			843		2.5
Other		8,361		24.3			0		0			8,361		24.3
Total auto	$	17,867		52.0	%	$	0		0	%	$	17,867		52.0	%

Home loan:
New York	$	2,092		6.1	%	$	289		0.8	%	$	2,381		6.9	%
California		971		2.8			1,344		3.9			2,315		6.7
Louisiana		1,834		5.4			2		0			1,836		5.4
Maryland		485		1.4			453		1.3			938		2.7
Virginia		292		0.8			517		1.6			809		2.4
New Jersey		432		1.3			266		0.7			698		2.0
Other		1,105		3.2			2,021		5.9			3,126		9.1
Total home loan	$	7,211		21.0	%	$	4,892		14.2	%	$	12,103		35.2	%

Retail banking:
Louisiana	$	1,754		5.1	%	$	0		0	%	$	1,754		5.1	%
Texas		1,125		3.3			0		0			1,125		3.3
New York		909		2.6			0		0			909		2.6
New Jersey		357		1.0			0		0			357		1.0
Maryland		58		0.2			31		0.1			89		0.3
Virginia		35		0.1			17		0.1			52		0.2
Other		73		0.2			54		0.1			127		0.3
Total retail banking	$	4,311		12.5	%	$	102		0.3	%	$	4,413		12.8	%
Total consumer banking	$	29,389		85.5	%	$	4,994		14.5	%	$	34,383		100.0	%

	December 31, 2010
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,453		4.23	%	$	504		1.47	%	$	93		0.27	%	$	2,050		5.96	%
90+ day delinquencies		99		0.29			395		1.15			40		0.11			534		1.54
Nonperforming loans		99		0.29			486		1.41			91		0.26			676		1.97
Net charge-offs		457		1.27			93		0.26			105		0.29			655		1.82

_____________

(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 PCI loans, which were recorded at fair value at acquisition. Although PCI 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.

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 rise in unemployment. These loan concentrations include loans originated during 2008, 2007 and 2006 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 December 31, 2010 based on selected key risk characteristics.

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

	December 31, 2010
	Non-PCI Loans					PCI Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)			Amount		% of Total(1)
Origination year:
< = 2005	$	4,581		37.9	%	$	2,164		17.8	%	$	6,745		55.7	%
2006		940		7.7			1,007		8.3			1,947		16.0
2007		691		5.7			1,377		11.4			2,068		17.1
2008		327		2.7			336		2.8			663		5.5
2009		299		2.5			8		0.1			307		2.6
2010		373		3.1			0		0.0			373		3.1
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Geographic concentration:(2)
New York	$	2,092		17.3	%	$	289		2.4	%	$	2,381		19.7	%
California		971		8.0			1,344		11.1			2,315		19.1
Louisiana		1,834		15.2			2		0.0			1,836		15.2
Maryland		485		4.0			453		3.7			938		7.7
Virginia		292		2.4			517		4.3			809		6.7
New Jersey		432		3.5			266		2.2			698		5.7
Texas		507		4.2			31		0.3			538		4.5
Florida		148		1.2			278		2.2			426		3.4
District of Columbia		103		0.9			128		1.1			231		2.0
Connecticut		110		0.9			83		0.7			193		1.6
Other		237		2.0			1,501		12.4			1,738		14.4
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Lien type:
1st lien	$	5,696		47.1	%	$	4,556		37.6	%	$	10,252		84.7	%
2nd lien		1,515		12.5			336		2.8			1,851		15.3
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Interest rate type:
Fixed rate	$	3,707		30.6	%	$	138		1.2	%	$	3,845		31.8	%
Adjustable rate		3,504		29.0			4,754		39.2			8,258		68.2
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%

_____________

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

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

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 grades 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, my 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.

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. All other 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, as well if a loan becomes past due, we evaluate the risk rating.

The following table presents the geographic distribution and internal risk ratings of our commercial loan portfolio as of December 31, 2010.

Commercial: Risk Profile by Geographic Region and Internal Risk Rating(1)

	December 31, 2010
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total(2)			Middle Market		% of Total(2)			Specialty Lending		% of Total(2)			Small-ticket Commercial Real Estate		% of Total(2)			Total Commercial		% of Total(2)
Geographic concentration:(3)
Non-PCI loans:
Northeast	$	10,849		81.0	%	$	3,240		30.9	%	$	1,548		38.5	%	$	1,137		61.7	%	$	16,774		56.4	%
Mid-Atlantic		720		5.4			960		9.2			185		4.6			71		3.9			1,936		6.5
South		1,315		9.8			5,191		49.5			733		18.2			119		6.5			7,358		24.7
Other		234		1.8			811		7.7			1,554		38.7			515		27.9			3,114		10.5
Total non-PCI loans		13,118		98.0			10,202		97.3			4,020		100.0			1,842		100.0			29,182		98.1
PCI loans		278		2.0			282		2.7			0		0.0			0		0.0			560		1.9
Total	$	13,396		100.0	%	$	10,484		100.0	%	$	4,020		100.0	%	$	1,842		100.0	%	$	29,742		100.0	%
Internal risk rating:(4)
Non-PCI loans:
Noncriticized	$	11,611		86.7	%	$	9,445		90.1	%	$	3,897		96.9	%	$	1,710		92.8	%	$	26,663		89.6	%
Criticized performing		1,231		9.2			624		6.0			75		1.9			95		5.2			2,025		6.8
Criticized nonperforming		276		2.1			133		1.2			48		1.2			37		2.0			494		1.7
Total non-PCI loans		13,118		98.0			10,202		97.3			4,020		100.0			1,842		100.0			29,182		98.1

PCI loans:
Noncriticized	$	186		1.3	%	$	235		2.3	%	$	0		0.0	%	$	0		0.0	%	$	421		1.4	%
Criticized performing		92		0.7			47		0.4			0		0.0			0		0.0			139		0.5
Criticized nonperforming		0		0.0			0		0.0			0		0.0			0		0.0			0		0.0
Total PCI loans		278		2.0			282		2.7			0		0.0			0		0.0			560		1.9
Total	$	13,396		100.0	%	$	10,484		100.0	%	$	4,020		100.0	%	$	1,842		100.0	%	$	29,742		100.0	%

_____________

(1)	Amounts based on managed loans as of December 31, 2010.

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

(3)	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.

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

Impaired Loans and Troubled Debt Restructurings

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 with insignificant delays or insignificant short falls in the amount of payments expected to be collected are not considered to be impaired. Loans defined as individually impaired, based on applicable accounting guidance, include larger balance nonperforming loans and TDR loans. The following table presents information about our impaired loans, excluding purchased credit-impaired loans, which are reported separately and discussed below:

	December 31, 2010
(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:
Domestic	$	753	$	0	$	753	$	253	$	500	$	739	$	644	$	76
International		160		0		160		133		27		154		128		0
Total credit card		913		0		913		386		527		893		772		76

Consumer:
Auto		0		0		0		0		0		0		0		0
Home loan		57		0		57		1		56		57		28		1
Retail banking		23		17		40		1		39		51		46		1
Total consumer		80		17		97		2		95		108		74		2

Commercial:
Commercial and multifamily real estate		40		283		323		6		317		436		385		4
Middle market		25		95		120		7		113		156		109		1
Specialty lending		1		20		21		0		21		22		35		0
Total commercial lending		66		398		464		13		451		614		529		5
Small-ticket commercial real estate		16		20		36		2		34		73		41		1
Total commercial		82		418		500		15		485		687		570		6
Other:
Other loans		0		0		0		0		0		0		0		0
Total	$	1,075	$	435	$	1,510	$	403	$	1,107	$	1,688	$	1,416	$	84

TDR loans accounted for $1.1 billion of impaired loans as of December 31, 2010. Consumer and commercial TDR loans classified as performing totaled $79 million and $970 million, respectively, as of December 31, 2010.

We had $1.0 billion in total impaired loans as of December 31, 2009, consisting of impaired credit card and other consumer loans of $323 million and impaired commercial loans of $724 million. TDR loans accounted for $280 million of the impaired loans as of December 31, 2009. Consumer and commercial TDR loans classified as performing totaled $21 million and $239 million, respectively, as of December 31, 2009. The average recorded investment in consumer and commercial impaired loans was $839 million and $686 million, respectively, in 2009. The recorded investment in impaired loans requiring an allowance was $512 million as of December 31, 2009, and the related allowance was $131 million. Interest income recognized on impaired loans totaled $63 million in 2009.

Purchased Credit Impaired Loans

In connection with the acquisition of Chevy Chase Bank on February 27, 2009, we acquired loans with a contractual outstanding unpaid principal and interest balance at acquisition of $15.4 billion. We recorded these loans on our consolidated balance sheet at estimated fair value at the date of acquisition of $9.0 billion. We concluded that the substantial majority of the loans we acquired from Chevy Chase Bank were PCI loans. PCI loans are acquired loans with evidence of credit quality deterioration since origination for which it is probable at the date of purchase that we will be unable to collect all contractually required payments. The Chevy Chase Bank loans that we concluded were credit impaired had a contractual outstanding unpaid principal and interest balance at acquisition of $12.0 billion and an estimated fair value of $6.3 billion. These loans consisted of Chevy Chase Bank’s entire portfolio of option-adjustable rate mortgage loans, hybrid adjustable-rate mortgage loans and construction-to-permanent mortgage loans. We also concluded that Chevy Chase Bank’s portfolio of commercial loans, auto loans, fixed-mortgage loans, home equity loans and other consumer loans included segments of PCI loans.

Initial Fair Value and Accretable Yield of Acquired Loans

At acquisition, we estimated the cash flows we expected to collect on these loans. Under the accounting guidance for the PCI loans, the difference between the contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. This difference is neither accreted into income nor recorded on our consolidated balance sheet. The excess of cash flows expected to be collected over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan, or pool of loans, using the effective yield method. The table below displays the contractually required principal and interest, cash flows expected to be collected and fair value at acquisition related to the Chevy Chase Bank loans we acquired. The table also displays the nonaccretable difference and the accretable yield at acquisition.

	At Acquisition on February 27, 2009
(Dollars in millions)	Total Acquired Loans			Purchased Credit-Impaired Loans			Non-Impaired Loans
Contractually required principal and interest at acquisition	$	15,387		$	12,039		$	3,348
Less: Nonaccretable difference (expected principal losses of $2,207 and foregone interest of $1,820)(1)		(4,027	)		(3,851	)		(176	)
Cash flows expected to be collected at acquisition(2)		11,360			8,188			3,172
Less: Accretable yield		(2,360	)		(1,861	)		(499	)
Fair value of loans acquired(3)	$	9,000		$	6,327		$	2,673

______________

(1)	Expected principal losses and foregone interest on purchased credit-impaired loans at acquisition totaled $2.1 billion and $1.8 billion, respectively. Expected principal losses and foregone interest on non-impaired loans at acquisition totaled $154 million and $23 million, respectively.

(2)	Represents undiscounted expected principal and interest cash flows at acquisition.

(3)	A portion of the loans acquired in connection with the Chevy Chase Bank acquisition was classified as held for sale. These loans, which had an estimated fair value at acquisition of $235 million, are not included in the above tables.

Outstanding Balance and Carrying Value of Acquired Loans

The table below presents the outstanding contractual balance and the carrying value of the Chevy Chase Bank acquired loans as of December 31, 2010 and 2009:

	December 31,
	2010						2009
(Dollars in millions)	Total Acquired Loans		Purchased Credit Impaired Loans		Non-Impaired Loans		Total Acquired Loans		Purchased Credit- Impaired Loans		Non-Impaired Loans
Contractual balance	$	7,054	$	5,546	$	1,508	$	9,264	$	7,114	$	2,150
Carrying value	$	5,554	$	4,165	$	1,389	$	7,251	$	5,256	$	1,995

Changes in Accretable Yield of Acquired Loans

Subsequent to acquisition, we are required to periodically evaluate our estimate of cash flows expected to be collected. These evaluations, performed quarterly, require the continued use of key assumptions and estimates, similar to the initial estimate of fair value. Subsequent changes in the estimated cash flows expected to be collected may result in changes in the accretable yield and nonaccretable difference or reclassifications from nonaccretable yield to accretable. Increases in the cash flows expected to be collected will generally result in an increase in interest income over the remaining life of the loan or pool of loans. Decreases in expected cash flows due to further credit deterioration will generally result in an impairment charge recognized in our provision for loan and lease losses, resulting in an increase to the allowance for loan losses. We recorded impairment through our provision for loan and lease losses of $33 million in 2010 related to these loans. We did not recognize any impairment on these acquired loans in 2009.

The following table presents changes in the accretable yield related to the acquired Chevy Chase Bank loans:

(Dollars in millions)	Total Acquired Loans			Purchased Credit-Impaired Loans			Non- Impaired Loans
Accretable yield as of December 31, 2008	$	0		$	0		$	0
Additions from new acquisitions		2,360			1,861			499
Accretion recognized in earnings		(293	)		(119	)		(174	)
Accretable yield as of December 31, 2009		2,067			1,742			325
Accretion recognized in earnings		(405	)		(299	)		(106	)
Reclassifications from nonaccretable difference for loans with improvement in expected cash flows		350			311			39
Accretable yield as of December 31, 2010	$	2,012		$	1,754		$	258

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 $161.5 billion and $154.9 billion as of December 31, 2010 and 2009, 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. 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 $13.2 billion and $12.0 billion as of December, 2010 and 2009, 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, which is presented below in “Note 6—Allowance for Loan and Lease Losses.”

Allowance for Loan and Lease Losses

12 Months Ended

Dec. 31, 2010

Allowance for Loan and Lease Losses

NOTE 6—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 credit losses inherent in our held-for-investment portfolio as of each balance sheet date. In determining the allowance for loan and lease losses, we disaggregate loans in our portfolio with similar credit risk characteristics into portfolio segments. See “Note 1—Summary of Significant Accounting Policies” for additional information.

Allowance for Loan and Lease Losses Activity

The allowance for loan and lease losses is increased through the provision for loan and lease losses and reduced by net charge-offs. The provision for loan and lease 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 2010 and 2009.

				Consumer																					Unfunded Lending
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other(1)			Total Allowance			Reserve Commercial		Combined Total
Balance as of December 31, 2008	$	2,737		$	1,102		$	61		$	151		$	1,314		$	301		$	172		$	4,524		0		4,524
Provision for loan and lease losses		2,198			435			198			223			856			919			172			4,145		85			4,230
Charge-offs		(3,334	)		(1,110	)		(87	)		(160	)		(1,357	)		(444	)		(207	)		(5,342	)	0			(5,342	)
Recoveries		499			238			3			22			263			10			2			774		0			774
Net charge-offs		(2,835	)		(872	)		(84	)		(138	)		(1,094	)		(434	)		(205	)		(4,568	)	0			4,568
Other changes(2)		26			0			0			0			0			(1	)		1			26		(85	)		(59	)
Balance as of December 31, 2009	$	2,126		$	665		$	175		$	236		$	1,076		$	785		$	140		$	4,127		0			4,127
Impact from January 1, 2010 adoption of new consolidation accounting standards(3)		4,244			0			73			0			73			0			0			4,317		0			4,317
Balance as of January 1, 2010		6,370			665			248			236			1,149			785			140			8,444		0			8,444
Provision for loan and lease losses		3,182			145			30			66			241			417			55			3,895		12			3,907
Charge-offs		(6,781	)		(672	)		(97	)		(129	)		(898	)		(444	)		(115	)		(8,238	)	0			(8,238	)
Recoveries		1,282			215			4			24			243			54			8			1,587		0			1,587
Net charge-offs		(5,499	)		(457	)		(93	)		(105	)		(655	)		(390	)		(107	)		(6,651	)	0			(6,651	)
Other changes(2)		(12	)		0			(73	)		13			(60	)		14			(2	)		(60	)	(12	)		(72	)
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628		0			5,628

_____________

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

(2)	Represents the net impact on the allowance and lease losses attributable to acquisitions, sales and other.

(3)

Represents the cumulative effect adjustment on the allowance for loan and lease losses from the January 1, 2010 adoption of the new consolidation accounting standards. Includes an adjustment of $53 million made in the second quarter of 2010 for the impact as of January 1, 2010 of impairment on consolidated loans accounted for as TDRs. See “Note 2—Acquisitions and Restructuring Activities.”

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 December 31, 2010:

	December 31, 2010
				Consumer
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other			Total
Allowance for loan and lease losses by impairment methodology:
Collectively evaluated for impairment	$	3,655		$	353		$	81		$	209		$	643		$	808		$	86		$	5,192
Individually evaluated for impairment		386			0			1			1			2			15			0			403
Purchased credit impaired loans		0			0			30			0			30			3			0			33
Total allowance for loan and lease losses	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628
Held-for-investment loans by impairment methodology:
Collectively evaluated for impairment	$	60,458		$	17,867		$	7,154		$	4,271		$	29,292		$	28,682		$	451		$	118,883
Individually evaluated for impairment		913			0			57			40			97			500			0			1,510
Purchased credit impaired loans		0			0			4,892			102			4,994			560			0			5,554
Total held-for-investment loans	$	61,371		$	17,867		$	12,103		$	4,413		$	34,383		$	29,742		$	451		$	125,947
Allowance as a percentage of period-end held-for-investment loans		6.58	%		1.98	%		0.93	%		4.76	%		1.96	%		2.78	%		19.07	%		4.47	%

Variable Interest Entities and Securitizations

12 Months Ended

Dec. 31, 2010

Variable Interest Entities and Securitizations

NOTE 7—VARIABLE INTEREST ENTITIES AND SECURITIZATIONS

In the normal course of business, we are involved with various entities that are considered to be VIEs. The following table presents the carrying amount of assets and liabilities of those VIEs for which we are the primary beneficiary and the carrying amount of assets and liabilities and maximum exposure to loss of those VIEs of which we are not the primary beneficiary, but hold a variable interest. To provide the necessary disclosures, we aggregate similar VIEs based on the nature and purpose of the entities. Securitization related VIEs are only displayed for the period ending December 31, 2010, as transactions prior to January 1, 2010 were conducted through QSPEs or accounted for as secured borrowings and thus were not subject to VIE accounting.

	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets(1)		Carrying Amount of Liabilities(2)		Maximum Exposure to Loss(3)
VIEs, December 31, 2010
Securitization related VIEs
Credit card securitizations	$	53,694	$	25,622	$	0	$	0	$	0
Auto securitizations		1,784		1,518		0		0		0
Mortgage securitizations		0		0		174		37		297
Other securitizations		198		64		0		0		0
Total securitization related VIEs		55,676		27,204		174		37		297
Other VIEs
Affordable housing entities		0		0		1,681		304		1,681
Entities that provide capital to low-income and rural communities		230		0		6		3		6
Other		0		0		174		0		174
Total Other VIEs		230		0		1,861		307		1,861
Total VIEs	$	55,906	$	27,204	$	2,035	$	344	$	2,158
VIEs, December 31, 2009
Affordable housing entities	$	0	$	0	$	1,401	$	638	$	1,401
Entities that provide capital to low-income and rural communities		155		0		58		2		58
Other		0		0		203		0		203
Total VIEs	$	155	$	0	$	1,662	$	640	$	1,662

_____________

(1)

The carrying amount of assets of securitization related VIEs is comprised of retained interests reported as accounts receivable from securitizations and letters of credit related to manufactured housing securitizations, separately disclosed in the Accounts Receivable from Securitizations and Other Mortgage Securitizations sections of this Note, respectively. See “Note 8—Goodwill and Other Intangible Assets” for carrying value of mortgage servicing rights related to unconsolidated VIEs.

(2)

The carrying amount of liabilities of securitization related VIEs is comprised of obligations to fund negative amortization bonds associated with the securitization of option arm mortgage loans and obligations on certain swap agreements associated with the securitization of manufactured housing loans.

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

Securitization Related VIEs

The majority of our VIE activity is related to our securitization programs which have historically been utilized for liquidity and funding purposes. We receive the proceeds from third party investors for debt securities issued from securitization trusts which are collateralized by transferred receivables from our portfolio. We remove loans from our consolidated balance sheet when securitizations qualify as sales to non-consolidated VIEs. Alternatively, when the transfer does not qualify as a sale, but instead is considered a secured borrowing, or when the sale is to a consolidated VIE, the assets will remain on our consolidated financial statements with an offsetting liability recognized for the amount of proceeds received.

For periods prior to January 1, 2010, we used QSPEs to conduct the majority of our securitization transactions. Those transactions previously qualified as sales to non-consolidated trusts, resulting in off-balance sheet treatment of all of the assets and liabilities of the trusts, including the securitized loans and the securities issued to third parties. Effective January 1, 2010, we adopted the new consolidation guidance which removed the concept of a QSPE resulting in the consolidation of our credit card trusts, one installment loan trust, and certain mortgage trusts. We were considered to be the primary beneficiary of the impacted trusts due to the combination of power over the activities that most significantly impact the economic performance of the trusts through the right to service the securitized loans and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trusts through our retained interests.

The following table presents the external debt and receivable balances of our securitization programs, information regarding our ongoing involvement in the structures, and any gains/losses recognized on transferred assets for the periods ended December 31, 2010 and 2009.

	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Other Loan		Auto Loan		Option Arm		GreenPoint HELOCs		GreenPoint MFH
December 31, 2010
Securities held by external investors	$	25,415	$	48	$	1,453	$	1,311	$	284	$	1,501
Receivables in the trust		52,355		191		1,528		1,405		284		1,393
Cash balance of spread or reserve accounts		77		0		147		8		0		183
Gains/(losses) recognized on sales		0		0		0		0		0		0
Retained interests	Yes		Yes		Yes		Yes		Yes		Yes
Servicing retained	Yes		Yes		Yes		Yes(3)		Yes(3)		No
Amortization event	No		No		No		No		Yes(2)		No

December 31, 2009
Securities held by external investors	$	42,523	$	260	$	4,035	$	4,584	$	383	$	1,665
Receivables in the trust		45,778		406		4,166		4,642		383		1,672
Cash balance of spread or reserve accounts		161		0		281		9		0		204
Gains recognized on sales		2		39		0		0		0		0
Retained interests	Yes		Yes		Yes		Yes		Yes		Yes
Servicing retained	Yes		Yes		Yes		Yes(3)		Yes(3)		No
Amortization event	No		Yes(1)		No		No		Yes(2)		No

_____________

(1)	One installment loan program breached an amortization trigger in the first quarter of 2009 which moved the program from pro- rata to sequential amortization. We exercised our clean-up call option on this installment loan program on September 15, 2010.

(2)	See information below regarding on-going involvement in the GreenPoint Home Equity Line of Credit (“HELOC”) securitizations.

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

Non-Mortgage Securitizations

Prior to consolidation of the applicable QSPEs, the consolidated balance sheet included retained interests in the securitized loans in the form of interest-only strips, retained tranches, cash collateral accounts, cash reserve accounts and unpaid interest and fees on the investors’ portion of the transferred principal receivables. We also included on our consolidated balance sheet a retained transferor’s interest in credit card loan receivables transferred to the trusts, carried on a historical cost basis and reported as loans held for investment.

See “Note 1—Summary of Significant Accounting Policies” for more detail on the impacts of consolidation on our financial statements. See "Mortgage Securitization" below for details relating to our consolidation and de-consolidation of Chevy Chase Bank mortgage securitizations.

On September 15, 2010 we exercised our clean-up call option and paid off the balance of the outstanding notes on the one installment loan securitization program that remained off-balance sheet subsequent to the adoption of the new consolidation guidance. Accordingly, as of December 31, 2010, all remaining non-mortgage securitization structures are consolidated on our financial statements.

Mortgage Securitizations

We had previously securitized option arm mortgage loans by transferring loan receivables to trusts, which in turn issued mortgage-backed securities to investors. The outstanding balance of debt securities held by external investors at December 31, 2010 and 2009 was $1.3 billion and $4.6 billion, respectively. There were no loans transferred into new trusts and no gains recognized during the periods ended December 31, 2010 and 2009 related to securitization activity.

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, certain of which we sold during the year ended December 31, 2010. 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 – credit losses, prepayment speeds and discount rates commensurate with the risks involved.

In connection with the securitization of certain option arm mortgage 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 classified as available-for-sale securities. 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 11—Derivative Instruments and Hedging Activities” for further details on these derivatives.

Prior to January 1, 2010, 21 mortgage securitization trusts were off-balance sheet due to the QSPE exemption from the consolidation provisions of the previous consolidation guidance. Upon the adoption of the new consolidation guidance on January 1, 2010, we were required to consolidate 15 of the mortgage trusts because we were considered the primary beneficiary of the impacted trusts, due to the power held through our servicing rights and due to the right to receive benefits that could potentially be significant to the trusts through the interest-only bonds we retained. As a result of consolidation, we recorded a $1.5 billion increase to loans held for investment, a $73 million increase to the allowance for loan losses, a $1.5 billion increase to securitized debt obligations, a $29 million decrease to other net assets, and a $114 million reduction in stockholders’ equity. As part of the consolidation, we eliminated retained interests from our consolidated balance sheet, including mortgage servicing rights, interest-only bonds and negative amortization bonds. See “Note 1—Summary of Significant Accounting Policies.”

On March 10, 2010, we sold the interest-only bonds associated with each of the consolidated mortgage trusts to a third party. While continuing to service the related loans, we are no longer considered the primary beneficiary of the mortgage trusts because without the interest-only bonds, we no longer 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. Therefore, we deconsolidated the mortgage trusts as of March 10, 2010. Deconsolidation resulted in the removal of all trust assets and liabilities from the consolidated balance sheet including $1.5 billion of mortgage loan receivables along with the related allowance of $73 million, debt securities held by third party investors of $1.5 billion, and other net assets of $52 million. It also resulted in the recognition on the consolidated balance sheet of $64 million of interests in the mortgage securitization that continued to be retained after the sale of the interest-only bonds, including mortgage servicing rights, negative amortization bonds, and other interests. The deconsolidation resulted in an increase to non-interest income of $128 million.

The remaining mortgage trusts with $3.0 billion of outstanding mortgage loans and $3.1 billion of securities issued to third parties were not consolidated because we are no longer servicing the mortgage loans and are not considered to be the primary beneficiary of the mortgage trusts. These trusts were not consolidated upon initial adoption because the insurer of the mortgage securitization had the power to remove us as the servicer of the loans prior to the adoption of the new consolidation standards and formally exercised that right during the first quarter of 2010.

GreenPoint Mortgage HELOCs

Our discontinued wholesale mortgage banking unit, GreenPoint, previously sold home equity lines of credit in whole loan sales and subsequently acquired a residual interest 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. We have funded $26 million in advances through December 31, 2010, all of which has been expensed as funded. Our unfunded commitment related to these residual interests was $13 million as of December 31, 2010. We did not consolidate the trusts because the residual certificates did not provide the obligation to absorb losses or the right to receive benefits 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 $183 million and $205 million at December 31, 2010 and 2009, respectively. The fair value of the expected residual balances on the funded letters of credit was $35 million and $46 million at December 31, 2010 and 2009, respectively, and is included in other assets on the consolidated balance sheet. Our maximum exposure under the swap agreements was $27 million and $33 million at December 31, 2010 and 2009, respectively. The value of our obligations under these swaps was $18 million at both December 31, 2010 and 2009, and is recorded in other liabilities on the consolidated balance sheet.

The principal balance of manufactured housing securitization transactions where we are the residual interest holder was $1.4 billion and $1.5 billion at December 31, 2010 and 2009, respectively. In the event the third party does not fulfill on its obligations to exercise the clean-up calls on certain transactions, the obligation 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. There have been no instances of non-performance to date by the third party.

Management monitors the underlying assets for trends in delinquencies and related losses and reviews 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.

Accounts Receivable from Securitizations

Retained interests in off-balance sheet securitizations are reported as accounts receivable from securitizations on the consolidated balance sheet and are comprised of interest-only strips, retained tranches, cash collateral accounts, cash reserve accounts and unpaid interest and fees on the investors’ portion of the transferred principal receivables.

As a result of consolidation of certain trusts, the related interest-only strip and retained tranches were eliminated and the remaining retained interests were reclassified to either loans held for investment, accrued interest receivable or restricted cash for these trusts. The following table provides details of accounts receivable from securitizations as of December 31, 2010 and 2009:

	December 31,
	2010		2009
(Dollars in millions)	Mortgage (3)		Non-Mortgage (2)			Mortgage (3)			Total
Interest-only strip classified as trading	$	75	$	22		$	223		$	245
Retained interests classified as trading:
Retained notes		34		573			0			573
Cash collateral		8		138			3			141
Investor accrued interest receivable		0		898			0			898
Total retained interests classified as trading		42		1,609			3			1,612
Retained notes classified as available for sale		0		2,088			0			2,088
Other retained interests		3		0			12			12
Total retained residual interests		120		3,719			238			3,957
Payments due to investors for interest on the notes		0		(61	)		(1	)		(62	)
Collections on deposit for off-balance sheet securitizations (1)		0		3,233			0			3,233
Total accounts receivable from securitizations	$	120	$	6,891		$	237		$	7,128

_____________

(1)

Collections on deposit for off-balance sheet securitizations include $2.2 billion of principal collections accumulated for expected maturities of securitization transactions as of December 31, 2009. There were no collections on deposit for off-balance sheet securitizations as of December 31, 2010. Collections on deposit for secured borrowings are included in restricted cash on the consolidated balance sheet as of January 1, 2010 and thereafter.

(2)	As of December 31, 2009, non-mortgage related accounts receivable from securitizations includes credit card, installment loan and auto trusts.

(3)	The mortgage securitization transactions relate to the Chevy Chase Bank acquisition which occurred on February 27, 2009.

Our retained residual interests are generally restricted or subordinated to investors’ interests, their value was subject to substantial credit, repayment and interest rate risks. As such, the interest-only strip and retained subordinated interests were classified as trading assets, and changes in the estimated fair value were recorded in servicing and securitization income. Additionally, we retained other tranches in certain of the securitization transactions which are considered to be higher investment grade securities and subject to lower risk of loss. Those retained tranches were classified as available-for-sale securities, and changes in the estimated fair value were recorded in other comprehensive income.

We recognized a net loss of $19 million, $161 million and $260 million in 2010, 2009 and 2008, respectively, related to changes in the fair value of retained interests. The table below displays the components of the net loss for each year.

	Year Ended December 31,
(Dollars in millions)	2010(1)			2009			2008
Interest only strip valuation changes	$	(6	)	$	(96	)	$	(225	)
Fair value adjustments related to spread accounts		5			3			(3	)
Fair value adjustments related to investors’ accrued interest receivable		0			(11	)		0
Fair value adjustments related to retained subordinated notes		(18	)		(57	)		(32	)
Net loss recognized in earnings	$	(19	)	$	(161	)	$	(260	)

_____________

(1)

2010 contains both mortgage related amounts representing valuation changes of mortgage interest only strips, spread accounts, and retained interests held at December 31, 2010 and non-mortgage related amounts representing the one installment loan securitization that remained off-balance sheet through September 15, 2010.

The majority of the change in 2010 was due to the elimination or reclassification of retained interests on January 1, 2010 as a result the adoption of the new consolidation accounting standards and the subsequent pay down of the off-balance sheet installment loan trust. The changes in the fair value of retained interests in prior periods were primarily driven by rate assumption changes and volume fluctuations. All of these retained residual interests were subject to loss in the event assumptions used to determine the estimated fair value did not prevail, or if borrowers default on the related securitized receivables and our retained subordinated tranches are used to repay investors. See the table below for key assumptions and sensitivities for retained interest valuations.

The gain on sale recorded from off-balance sheet securitizations was based on the estimated fair value of the assets sold and retained and liabilities incurred, and was recorded at the time of sale, net of transaction costs, in servicing and securitizations income on the Consolidated Statements of Income. The related receivable was the interest-only strip, which was based on the present value of the estimated future cash flows from excess finance charges and past-due fees over the sum of the return paid to security holders, estimated contractual servicing fees and credit losses. We periodically reviewed the key assumptions and estimates used in determining the value of the interest-only strip and other retained interests. We classified the interest-only strip as a trading asset. We recognized all changes in the fair value of the interest-only strip immediately in servicing and securitizations income on the Consolidated Statements of Income. The interest component of cash flows attributable to retained interests in securitizations was recorded in other interest income.

Key Assumptions and Sensitivities for Retained Interest Valuations

The key assumptions used in determining the fair value of the interest-only strip and other retained residual interests include the weighted average ranges for net charge-off rates, principal payment rates, lives of receivables and discount rates, all of which are included in the following table. The net charge-off rates were determined using forecasted net charge-offs expected for the trust calculated consistently with our other net charge-off forecasts. The principal repayment rate assumptions were determined using actual and forecast trust principal payment rates based on the collateral. The lives of receivables were determined as the number of months necessary to repay the investors given the principal payment rate assumptions. The discount rates were determined using primarily trust specific statistics and forward rate curves, and were reflective of what market participants would use in a similar valuation. Additionally, accrued interest receivable, cash reserve and spread accounts were discounted over the estimated life of the assets.

If these assumptions are not met, or if they change, the interest-only strip, retained interests and related servicing and securitizations income would be affected. The following adverse changes to the key assumptions and estimates are hypothetical and should be used with caution. As the figures indicate, any change in fair value based on a 10% or 20% variation in assumptions cannot be extrapolated because the relationship of a change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the interest-only strip is calculated independently from any change in another assumption. However, changes in one factor may result in changes in other factors, which might magnify or counteract the sensitivities.

For the periods ending December 31, 2010 and 2009, the assumptions and sensitivities shown below included all credit card and installment loan securitizations.

	December 31,
	2010			2009
(Dollars in millions)	Mortgage Related (1)			Interest-only strip			Retained Interests			Mortgage Related (1)
Interest-only strip retained interests	$	136	(2)	$	22		$	3,697		$	226
Weighted average life for receivables (months)		60			7			7			41
Principal repayment rate (weighted average rate)		16.3 – 18.1	%		16	%		16	%		27.8	%
Impact on fair value of 10% adverse change	$	2		$	1		$	(5	)	$	(5	)
Impact on fair value of 20% adverse change		(6	)		2			(8	)		(9	)
Charge-off rate (weighted average rate)		N/A			10	%		10	%		N/A
Impact on fair value of 10% adverse change	$	N/A		$	(9	)	$	(6	)	$	N/A
Impact on fair value of 20% adverse change		N/A			(11	)		(12	)		N/A
Discount rate (weighted average rate)		25.2 – 42.2	%		12	%		8	%		11.5	%
Impact on fair value of 10% adverse change	$	(7	)	$	(1	)	$	(11	)	$	(6	)
Impact on fair value of 20% adverse change		(14	)		(2	)		(23	)		(12	)

_____________

(1)	Mortgage related retained interests were acquired in connection with the Chevy Chase Bank acquisition which occurred on February 27, 2009.

(2)	Does not include liquidity swap related to the negative amortization bonds of $19 million.

Static pool credit losses were calculated by summing the actual and projected future credit losses and dividing them by the original balance of each pool of assets. Due to the short-term revolving nature of the loan receivables, the weighted average percentage of static pool credit losses was not considered materially different from the assumed charge-off rates used to determine the fair value of the retained interests.

We act as a servicing agent and receive contractual servicing fees of between 0.5% and 4% of the investor principal outstanding, based upon the type of assets serviced. For off-balance sheet securitizations, we generally did not record material servicing assets or liabilities for these rights since the contractual servicing fee approximates market rates.

Cash Flows Related to the Off-Balance Sheet Securitizations

The following provides the details of the cash flow related to securitization transactions that qualified as off-balance sheet for the years ended December 31, 2010 and 2009:

	December 31,
(Dollars in millions)	2010		2009
Proceeds from new securitizations	$	0	$	12,068
Collections reinvested in revolving securitizations		N/A		70,896
Repurchases of accounts from the trust		0		9
Servicing fees received		14		879
Cash flows received on retained interests (1)		116		5,252

_____________

(1)

Includes all cash receipts of excess spread and other payments (excluding servicing fees) from the program. Cash flows in 2009 include securitizations that no longer qualify as off-balance sheet. Results for 2010 include the impact from the clean-up call payment for the liquidation of the off-balance sheet installment loan trust.

Supplemental Loan Information

The table below displays the unpaid principal balance as of December 31, 2010 and 2009 of off-balance sheet single-family residential loans we serviced. We also display the unpaid principal balance of loans past due 90 days or more and the net credit losses associated with these loans in 2010 and 2009.

	December 31,
(Dollars in millions)	2010		2009
Total principal amount of loans	$	1,396	$	4,642

Principal amount of loans past due 90 days or more	$	257	$	1,247

Net credit losses	$	136	$	217

Other VIEs

Affordable Housing Entities

As part of our community reinvestment initiatives, we invest in private investment funds that make equity investments in multi-family 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. As a result of the new consolidation guidance, certain investment funds are no longer considered to be VIEs and are not included in the December 31, 2010 balances. For those investment funds considered to be VIEs, we are not required to consolidate 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. As of December 31, 2010 and 2009 our interests consisted of assets of approximately $1.7 billion and $1.4 billion, respectively. Our maximum exposure to these entities is limited to our variable interests in the entities and is $1.7 million as of December 31, 2010. 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 at December 31, 2010 and 2009 were approximately $7.5 billion and $7.3 billion, respectively. The remaining investment funds where we have the power to direct activities that most significantly impact the economic performance were consolidated as of January 1, 2010; the net consolidation impact to retained earnings was $3 million.

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. Investments of 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. The assets of the VIEs that we consolidated at December 31, 2010 and 2009 were approximately $230 million and $155 million, respectively. The assets and liabilities of these consolidated VIEs were recorded in cash, loans held for investment, interest receivable, other assets and other liabilities. The total assets of the VIEs that we held an interest in but were not required to consolidate at December 31, 2010 and 2009 were approximately $7.5 billion and $7.3 billion, respectively. We record our interests in these unconsolidated VIEs in loans held for investment and other assets. As of December 31, 2010 and 2009 our interests consisted of assets of approximately $6 million and $58 million, respectively. Our maximum exposure to these entities is limited to our variable interests in the entities and is $6 million as of December 31, 2010. 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.

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 at December 31, 2010 and 2009 were $395 million and $430 million, respectively. We are not required to consolidate the trust because we do not have the power to direct the activities of the trust that most significantly impacts the trust’s economic performance. We record our interest in the trust in loans held for investment. As of December 31, 2010 and 2009 our interests consisted of assets of approximately $174 million and $203 million, respectively. Our maximum exposure to the trust is limited to our variable interest and is $174 million as of December 31, 2010. 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.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2010

Goodwill And Other Intangible Assets

NOTE 8— GOODWILL AND OTHER INTANGIBLE ASSETS

The table below displays the components of goodwill and other intangible assets, including mortgage servicing rights, as of December 31, 2010 and 2009:

	December 31,
(Dollars in millions)	2010		2009
Goodwill	$	13,591	$	13,596
Other intangible assets:
Core deposit intangibles		650		849
Lease intangibles		26		31
Purchased credit card relationship intangible (1)		42		0
Trust intangibles		6		6
Other intangibles		9		20
Total other intangible assets		733		906
Total goodwill and other intangible assets	$	14,324	$	14,502
Mortgage servicing rights	$	141	$	240

_____________

(1)	Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.

Goodwill

During the first quarter of 2009, we acquired Chevy Chase Bank, the largest retail branch presence in the Washington, D.C. region, which created $1.6 billion of goodwill. During 2009, we realigned our business segment reporting structure to better reflect the manner in which the performance of our operations is evaluated. We now report the results of our business through three operating segments: Credit Card which consist of Domestic Card and International Card; Consumer Banking which consist of Auto Finance, Home Loans and Other Retail; and Commercial Banking which consist of Commercial and Multifamily Real Estate, Middle Market, Specialty Lending and Small-ticket Commercial Real Estate. As a result of the segment reorganization, goodwill was reassigned to the new reporting units using a relative fair value allocation approach, and the goodwill associated with the Chevy Chase Bank acquisition was assigned to the Commercial Banking and Consumer Banking segments. Prior to the segment reorganization in 2009, goodwill associated with the acquisition was included in the Other category. See “Note 2—Acquisitions and Restructuring Activities” for information regarding the Chevy Chase Bank acquisition.

In accordance with accounting guidance, goodwill is not amortized but is tested for impairment at the reporting unit level, which is at the operating segment level or one level below an operating segment. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. Goodwill is required to be tested for impairment annually and between annual tests if events or circumstances change, such as adverse changes in the business climate, that would more likely than not reduce the fair value of the reporting unit below its carrying value. Goodwill is assigned to one or more reporting units at the date of acquisition. Our reporting units are Domestic Card, International Card, Auto Finance, other Consumer Banking and Commercial Banking. The goodwill impairment test, performed at October 1 of each year, is a two-step test. The first step identifies whether there is potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is required to measure the amount of any impairment loss.

For the 2010 annual impairment test, the fair value of reporting units was calculated using a discounted cash flow analysis, a form of the income approach, using each reporting unit’s internal forecast and a terminal value calculated using a growth rate reflecting the nominal growth rate of the economy as a whole and appropriate discount rates for the respective reporting units. Cash flows were adjusted as necessary in order to maintain each reporting unit’s equity capital requirements. Our discounted cash flow analysis required management to make judgments about future loan and deposit growth, revenue growth, credit losses, and capital rates. The cash flows were discounted to present value using reporting unit specific discount rates that are largely based on our external cost of equity with adjustments for risk inherent in each reporting unit. Discount rates used for the reporting units ranged from 10.0% to 14.6%. The key inputs into the discounted cash flow analysis were corroborated with market data, where available, indicating that assumptions used were within a reasonable range of observable market data.

Based on the comparison of fair value to carrying amount, as calculated using the methodology summarized above, fair value exceeded the carrying amount for all reporting units as of our annual testing date. Therefore, the goodwill of our reporting units was considered not impaired, and the second step of impairment testing was unnecessary. However, assuming all other factors were held constant, a 34% decline in the fair value of the Domestic Card reporting unit, a 14% decline in the fair value of the International Card reporting unit, a 37% decline in the fair value of the Auto Finance reporting unit, a 21% decline in the fair value of the other Consumer Banking and a 30% decline in the fair value of the other Commercial Banking reporting unit reporting unit would have caused the carrying amount for those reporting units to be in excess of fair value which would require the second step to be performed.

As part of our annual impairment test, we assessed our market capitalization based on the average market price relative to the aggregate fair value of our reporting units and determined that any excess fair value in our reporting units at that time could be attributed to a reasonable control premium compared to historical control premiums seen in the industry. During 2009, the lack of liquidity in the financial markets and the continued economic deterioration led to a decline in market capitalization resulting in significantly higher control premiums than what had been seen historically. Throughout 2010, our capitalization rate increased resulting in a decline in our implied control premium. We will continue to regularly monitor our market capitalization in 2011, overall economic conditions and other events or circumstances that may result in an impairment of goodwill in the future.

The following table provides a summary of goodwill as of December 31, 2010 and 2009:

(Dollars in millions)
Total Company	National Lending		Local Banking		Credit Card			Consumer			Commercial		Other		Total
Balance as of December 31, 2009	$	0	$	0	$	4,693		$	4,585		$	4,318	$	0	$	13,596
Other adjustments		0		0		(3	)		(2	)		0		0		(5	)
Balance as of December 31, 2010	$	0	$	0	$	4,690		$	4,583		$	4,318	$	0	$	13,591

(Dollars in millions)
Total Company	National Lending			Local Banking			Credit Card		Consumer		Commercial			Other (1)			Total
Balance as of December 31, 2008	$	5,303		$	6,661		$	0	$	0	$	0		$	0		$	11,964
Other adjustments		9			0			1		0		(3	)		0			7
Acquisition		0			0			0		0		0			1,625			1,625
Segment reorganization		(5,312	)		(6,661	)		4,692		4,585		4,321			(1,625	)		0
Balance as of December 31, 2009	$	0		$	0		$	4,693	$	4,585	$	4,318		$	0		$	13,596

_____________

(1)	Goodwill attributed to the Chevy Chase Bank acquisition was initially recorded in the “Other” category until the segment reorganization.

Other Intangible Assets

In connection with the acquisition of Chevy Chase Bank, we recorded intangible assets of $278 million that consisted of core deposit intangibles, trust intangibles, lease intangibles, and other intangibles, which are subject to amortization. The core deposit and trust intangibles reflect the estimated value of deposit and trust relationships. The lease intangibles reflect the difference between the contractual obligation under current lease contracts and the fair market value of the lease contracts at the acquisition date. The purchased credit card relationship reflects the difference between the purchase price and the fair value of the credit card loans acquired in the Sony acquisition. The other intangible items relate to customer lists and brokerage relationships.

The following table summarizes our intangible assets subject to amortization:

	December 31, 2010
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(912	)	$	650	7.0 years
Lease intangibles		54		(28	)		26	21.7 years
Purchased credit card relationship intangible (1)		47		(5	)		42	6.1 years
Trust intangibles		11		(5	)		6	12.9 years
Other intangibles		35		(26	)		9	3.3 years
Total	$	1,709	$	(976	)	$	733

	December 31, 2009
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(713	)	$	849	8.0 years
Lease intangibles		54		(23	)		31	22.7 years
Trust intangibles		11		(5	)		6	13.9 years
Other intangibles		35		(15	)		20	3.2 years
Total	$	1,662	$	(756	)	$	906

_____________

(1) Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.

Intangible assets, which are reported in other assets on our consolidated balance sheets, are amortized over their respective estimated useful lives on an accelerated basis using the sum of the year's digits methodology. Intangible amortization expense, which is included in non-interest expense on our consolidated statements of income, totaled $220 million, $235 million and $201 million in 2010, 2009 and 2008, respectively. The weighted average amortization period for purchase accounting intangibles is 7.4 years as of December 31, 2010.

The following table summarizes the estimated future amortization expense for intangible assets as of December 31, 2010:

(Dollars in millions)	Estimated Future Amortization Amounts
2011	$	196
2012		161
2013		130
2014		100
2015		71
Thereafter		75
Total	$	733

Mortgage Servicing Rights

MSRs are recognized at fair value when mortgage loans are sold or securitized in the secondary market and the right to service these loans is retained for a fee. MSRs are recorded at fair value and changes in fair value are recorded as a component of mortgage servicing and other income. We may enter into derivatives to economically hedge changes in fair value of MSRs. We have no other loss exposure on MSRs in excess of the recorded fair value.

We continue to operate the mortgage servicing business and to report the changes in the fair value of MSRs in continuing operations. To evaluate and measure fair value, the underlying loans are stratified based on certain risk characteristics, including loan type, note rate and investor servicing requirements.

The following table sets forth the changes in the fair value of MSRs during the year ended December 31, 2010 and 2009:

	December 31,
(Dollars in millions)	2010			2009
Balance at beginning of period	$	240		$	151
Acquired in acquisitions (1)		0			110
Originations		12			16
Sales		(42	)		0
Change in fair value, net		(69	)		(37	)
Balance at end of period	$	141		$	240
Ratio of mortgage servicing rights to related loans serviced for others		0.71	%		0.81	%
Weighted average service fee	$	0.28		$	0.29

_____________

(1)	Related to the Chevy Chase Bank acquisition completed on February 27, 2009.

MSR fair value adjustments in 2010 and 2009 included decreases of $28 million and $31 million, respectively, due to run-off and cash collections, and decreases of $41 million and $6 million, respectively, due to changes in the valuation inputs and assumptions.

The significant assumptions used in estimating the fair value of the MSRs as of December 31, 2010 and 2009 were as follows:

	December 31,
	2010			2009

Weighted average prepayment rate (includes default rate)		14.25	%		17.61	%
Weighted average life (in years)		6.07			5.15
Discount rate		10.23	%		11.46	%

The decrease in the weighted average prepayment rate and the corresponding increase in weighted average life, were both driven by a reduction in voluntary attrition due to market conditions.

At December 31, 2010, the sensitivities to immediate 10% and 20% increases in the weighted average prepayment rates would decrease the fair value of mortgage servicing rights by $6 million and $12 million, respectively.

At December 31, 2010, the sensitivities to immediate 10% and 20% adverse changes in servicing costs would decrease the fair value of mortgage servicing rights by $11 million and $23 million, respectively.

As of December 31, 2010, our mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $30.8 billion, of which $20.2 billion was serviced for other investors. As of December 31, 2009, our mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $43.0 billion, of which $30.3 billion was serviced for other investors.

Premises, Equipment & Lease Commitments

12 Months Ended

Dec. 31, 2010

Premises, Equipment and Lease Commitments

NOTE 9—PREMISES, EQUIPMENT & LEASE COMMITMENTS

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. We capitalize direct costs (including external costs for purchased software, contractors, consultants and internal staff costs) for internally developed software projects that have been identified as being in the application development stage. Depreciation and amortization expenses are computed generally by the straight-line method over the estimated useful lives of the assets. Useful lives for premises and equipment are as follows:

Premises & Equipment		Useful Lives
Buildings and improvement		5-39 years
Furniture and equipment		3-10 years
Computers and software		3-7 years

Premises and equipment were as follows:

	December 31,
(Dollars in millions)	2010			2009
Land	$	562		$	583
Buildings and improvements		1,948			1,836
Furniture and equipment		1,315			1,237
Computer software		921			922
In process		258			239
		5,004			4,817
Less: Accumulated depreciation and amortization		(2,255	)		(2,081	)
Total premises and equipment, net	$	2,749		$	2,736

Depreciation and amortization expense from continuing operations was $327 million, $327 million, and $331 million, for the years ended December 31, 2010, 2009 and 2008, respectively.

As discussed in “Note 2—Acquisitions and Restructuring Activities,” we completed the acquisition of Chevy Chase Bank in February 2009. The acquisition added $159 million in land, $248 million in buildings and improvements, $69 million of furniture and equipment, $42 million of computer software and $11 million of construction in process at December 31, 2009, which are reflected in the table above.

Lease Commitments

Certain premises and equipment are leased under agreements that expire at various dates through 2056, without taking into consideration available renewal options. Many of these leases provide for payment by the lessee of property taxes, insurance premiums, cost of maintenance and other costs. In some cases, rentals are subject to increases in relation to a cost of living index. Total rent expenses from continuing operations amounted to approximately $191 million, $183 million, and $164 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Future minimum rental commitments as of December 31, 2010, for all non-cancelable operating leases with initial or remaining terms of one year or more are as follows:

(Dollars in millions)	Estimated Future Minimum Rental Commitments
2011	$	159
2012		152
2013		145
2014		135
2015		122
Thereafter		785
Total	$	1,498

Minimum sublease rental income of $28 million due in future years under non-cancelable leases has not been included in the table above as a reduction to minimum lease payments.

Deposits and Borrowings

12 Months Ended

Dec. 31, 2010

Deposits and Borrowings

NOTE 10—DEPOSITS AND BORROWINGS

Customer Deposits

Our customer deposits, which have become 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 December 31, 2010, we had $107.2 billion in interest-bearing deposits of which $6.5 billion represents large denomination certificates of $100,000 or more. As of December 31, 2009, we had $102.4 billion in interest-bearing deposits, of which $8.8 billion represents large denomination certificates of $100,000 or more.

On July 26, 2009, we sold our U.K. deposits business. The amount of deposits sold totaled approximately $1.2 billion, and we recorded a minimal loss on the sale.

Borrowings

We also access the capital markets to meet our funding needs through loan securitization transactions and the issuance of senior and subordinated debt. As of December 31, 2010, we had an effective shelf registration statement filed with the U.S. Securities & Exchange Commission (“SEC”) 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 representing preferred stock, common stock, purchase contracts, warrants, units, trust preferred securities, junior subordinated debentures, guarantees of trust preferred securities and certain back-up obligations. There is no limit under this shelf registration statement to the amount or number of such securities that we may offer and sell. Under SEC rules, the shelf registration statement, which we filed in May 2009, expires three years after filing. We did not issue any securities under the shelf registration statement during 2010.

In addition to issuance capacity under the shelf registration statement, we have access to other borrowing programs, including advances from the Federal Home Loan Bank. Our FHLB membership is secured by our investment in FHLB stock, which totaled $269 million and $264 million, as of December 31, 2010 and 2009, respectively.

Securitized Debt Obligations

As a result of the January 1, 2010 prospective adoption of the new consolidation accounting standards, we consolidated the substantial majority of our securitization trusts, which significantly increased our securitized debt obligations of the consolidated trusts. Effective January 1, 2010, we added to our consolidated balance sheet $41.9 billion of assets, consisting primarily of credit card loan receivables underlying the consolidated securitization trusts, along with $44.3 billion of related debt issued by these trusts to third-party investors. As of December 31, 2010, we had $79 million in fair value hedging gains related to securitized debt obligations which are disclosed on the consolidated balance sheet in other liabilities.

Senior and Subordinated Debt

Under the Senior and Subordinated Global Bank Note Program, COBNA has the ability to issue debt securities to both U.S. and non-U.S. lenders and to raise funds in U.S. and foreign currencies. The Senior and Subordinated Global Bank Note Program had $820 million and $1.3 billion outstanding at December 31, 2010 and 2009, respectively. As of December 31, 2010, we had $8.7 billion of senior and subordinated notes outstanding, which included $578 million in fair value hedging losses. As of December 31, 2009, we had $9.0 billion of senior and subordinated notes outstanding, which included $300 million of fair value hedging losses. Two senior notes totaling $671 million matured during the year ended December 31, 2010. See “Note 11—Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Junior Subordinated Debentures

We had $3.6 billion and $3.7 billion of outstanding junior subordinated debentures as of both December 31, 2010 and 2009, respectively. There were no junior subordinated borrowings that were called or matured during the year ended December 31, 2010. On August 5, 2009, we issued $1.0 billion of 10.25% trust preferred securities, due 2039. On November 13, 2009, we issued $1.0 billion of 8.875% trust preferred securities, due 2040.

FHLB Advances

We had outstanding FHLB advances, which are secured by our investment securities, residential mortgage loan portfolio, multifamily loans, commercial real-estate loans and home equity lines of credit, totaling $1.1 billion and $3.2 billion as of December 31, 2010 and 2009, 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 December 31, 2010 and 2009. Our total short-term borrowings consist of federal funds purchased and securities loaned under agreements to repurchase and other short-term borrowings with a remaining contractual maturity of one year or less. Our long-term debt consists of borrowings with a remaining 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.

	December 31,
	2010		2009
(Dollars in millions)
Deposits:
Non-interest bearing deposits	$	15,048	$	13,439
Interest-bearing deposits (1)		107,162		102,370
Total deposits	$	122,210	$	115,809

Short-term borrowings:
Senior and subordinated notes
Bank notes:
5.75% Senior Fixed Notes par value of $516,722 due 2010	$	0	$	517
9.25% Subordinated Fixed Notes par value of $150,000 due 2010		0		154
Fair value hedge-related basis adjustments		0		8
Corporation notes:
5.70% Senior Fixed Notes par value of $854,451 due 2011		854		0
Fair value hedge-related basis adjustments		30		0

Total senior and subordinated notes		884		679

Other borrowings
Secured borrowings (3)
Fixed, interest rates ranging from 3.20% to 5.76%, due 2011 to 2012		4,075		433
Variable, interest rates ranging from 0.27% to 2.62%, due 2011 to 2012		6,545		1,242
Total secured borrowings		10,620		1,675
FHLB advances (4)
Fixed, interest rates ranging from 2.69% to 7.22%, due 2010 to 2011		78		2,081

Federal funds purchased and resale agreements due 2011 (5)		1,517		1,140
Other short-term borrowings		7		1
Total other short-term borrowings		12,222		4,897
Total short-term borrowings	$	13,106	$	5,576
Long-term debt:
Senior and subordinated notes
Bank notes:
5.125% Senior Fixed Notes par value of $274,696 due 2014	$	275	$	275
6.50% Subordinated Fixed Notes par value of $500,000 due 2013		499		499
8.80% Subordinated Fixed Notes par value of $1,500,000 due 2019		1,500		1,500
Fair value hedge-related basis adjustments		154		43
Corporation notes:
5.70% Senior Fixed Notes par value of $854,451 due 2011		0		854
4.80% Senior Fixed Notes par value of $282,335 due 2012		282		282
6.25% Senior Fixed Notes par value of $277,665 due 2013		277		277
7.375% Senior Fixed Notes par value of $1,000,000 due 2014		996		996
5.50% Senior Fixed Notes par value of $375,005 due 2015		375		375
5.25% Senior Fixed Notes par value of $226,290 due 2017		226		226
6.75% Senior Fixed Notes par value of $1,341,045 due 2017		1,338		1,338
5.875% Subordinated Fixed Notes par value of $350,000 due 2012		353		355
5.35% Subordinated Fixed Notes par value of $100,000 due 2014		99		99
6.15% Subordinated Fixed Notes par value of $1,000,000 due 2016		998		998
Fair value hedge-related basis adjustments		394		249
Total senior and subordinated notes		7,766		8,366

Other borrowings
Junior subordinated debentures
8.00% Subordinated Fixed Notes par value of $103,093 due 2027		109		109
8.17% Subordinated Fixed Notes par value of $46,547 due 2028		49		49
3.339% Subordinated Floating Notes par value of $10,310 due 2033 (2)		11		11
7.686% Subordinated Fixed Notes par value of $651,000 due 2036		651		651
6.745% Subordinated Fixed Notes par value of $500,010 due 2037		500		500
10.25% Subordinated Fixed Notes par value of $1,000,010 due 2039		988		988

	December 31,
(Dollars in millions)	2010			2009
8.875% Subordinated Fixed Notes par value of $1,000,010 due 2040		987			987
7.50% Subordinated Fixed Notes par value of $346,000 due 2066		346			346
Unamortized Fees		1			(1	)
Total junior subordinated debentures		3,642			3,640
Secured borrowings (3)
Fixed, interest rates ranging from 4.56% to 6.40%, due 2012		3,689			562
Variable, interest rates ranging from 0.28% to 4.76%, due 2012 to 2028		12,606			1,718
Fair value hedge-related basis adjustments		(79	)		—
Total secured borrowings		16,216			2,280
FHLB advances (4)
Fixed, interest rates ranging from 2.97% to 6.88%, due 2012 to 2023		141			227
Variable, interest rate of 0.37% due 2014		925			925
Total FHLB advances		1,066			1,152
Total long-term debt	$	28,690		$	15,438
Total short-term borrowings and long-term debt	$	41,796		$	21,014

_____________

(1)	Interest bearing deposits have a weighted average rate of 1.37% and 2.04% at December 31, 2010 and 2009, respectively.

(2)	Floating rate junior subordinated notes have a weighted average rate of 3.339% and 3.301% at December 31, 2010 and 2009, respectively.

(3)	Secured borrowings have a weighted average rate of 1.85% and 2.37% at December 31, 2010 and 2009, respectively.

(4)	FHLB advances have a weighted average rate 1.249% and 2.245% at December 31, 2010 and 2009, respectively.

(5)	Federal funds purchased have a weighted average rate of 0.23% and 0.11% at December 31, 2010 and 2009, respectively.

Interest-bearing time deposits, senior and subordinated notes and other borrowings as of December 31, 2010, mature as follows:

(Dollars in millions)	Interest- Bearing Time Deposits (1)		Senior and Subordinated Notes		Other Borrowings		Total
2011	$	10,208	$	884	$	12,222	$	23,314
2012		3,582		657		4,869		9,108
2013		5,181		822		2,665		8,668
2014		973		1,430		3,858		6,261
2015		1,841		403		519		2,763
Thereafter		449		4,454		9,013		13,916
Total	$	22,234	$	8,650	$	33,146	$	64,030

_____________

(1)	Includes only those interest bearing deposits which have a contractual maturity date.

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2010

Derivative Instruments and Hedging Activities

NOTE 11—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Use of Derivatives

We manage our asset/liability risk position and exposure to market risk in accordance with prescribed risk management policies and limits established by our Asset Liability Management Committee and approved by our Board of Directors. Our primary market risk stems from the impact on our earnings and our 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 techniques, 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. From time to time, 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. The outstanding notional amount of our derivative contracts totaled $50.8 billion and $59.2 billion as of December 31, 2010 and 2009, respectively. We previously entered into interest rate swaps with one of the securitization trusts and essentially offset the derivatives with separate interest rate swaps with third parties. Upon consolidation of the trusts on January 1, 2010, the interest rate swap agreements between the Company and the trust are considered intercompany agreements, with a notional value of approximately $6.5 billion as of December 31, 2009, and any related receivables and payables are eliminated in consolidation, leading to the reduction in notional balance seen in the period. 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. Our policy is to report derivative asset and liability amounts on a gross basis based on individual contracts, which does not take into consideration the effects of master counterparty netting agreements or collateral netting. The fair value of derivative assets and derivative liabilities reported in our consolidated balance sheet was $1.3 billion and $636 million, respectively, as of December 31, 2010, compared with $1.1 billion and $407 million, respectively, as of December 31, 2009.

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, cash flow hedges or net investment 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 senior notes, subordinated notes, brokered certificates of deposits and U.S. agency investments. These hedges have maturities through 2019 and have the effect of converting some of our fixed-rate debt, deposits and investments to variable rate.

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 debt issuances and assets through 2017. These hedges have the effect of converting some of our variable-rate debt and 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 debt. These hedges are used to hedge foreign exchange exposure on foreign-currency denominated debt by converting the funding currency to the same currency as the assets being financed.

Net Investment Hedges: We use net investment hedges, primarily forward foreign exchange contracts, to manage the exposure related to our net investments in consolidated foreign operations that have functional currencies other than the U.S. dollar. Changes in the fair value of net investment hedges are recorded in the translation adjustment component of AOCI.

Free-Standing Derivatives: We use free-standing derivatives, or economic hedges, to hedge the risk of changes in the fair value of residential 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 servicing and securitizations income or 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 December 31, 2010 and 2009. 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.

	December 31,
	2010						2009
			Derivatives at Fair Value						Derivatives at Fair Value
(Dollars in millions)	Notional or Contractual Amount		Assets(1)		Liabilities(1)		Notional or Contractual Amount		Assets(1)		Liabilities(1)
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	17,001	$	747	$	77	$	17,289	$	359	$	27
Cash flow interest rate contracts		8,585		14		151		5,096		0		91
Total interest rate contracts		25,586		761		228		22,385		359		118
Foreign exchange contracts:
Cash flow foreign exchange contracts		2,266		5		26		1,576		15		12
Net investment foreign exchange contracts		52		0		1		53		0		0
Total foreign exchange contracts		2,318		5		27		1,629		15		12
Total derivatives designated as accounting hedges		27,904		766		255		24,014		374		130
Derivatives not designated as accounting hedges: (1)
Interest rate contracts covering:
MSRs		625		3		18		935		4		20
Customer accommodation(2)		12,287		282		244		9,968		193		173
Other interest rate exposures		7,579		46		35		23,338		494		77
Total interest rate contracts		20,491		331		297		34,241		691		270
Foreign exchange contracts		1,384		214		67		0		0		0
Other contracts		980		8		17		981		4		7
Total derivatives not designated as accounting hedges		22,855		553		381		35,222		695		277
Total derivatives	$	50,759	$	1,319	$	636	$	59,236	$	1,069	$	407

_____________

(1)

Derivative asset and liability amounts are presented on a gross basis based on individual contracts and do not reflect the impact of legally enforceable master counterparty netting agreements, collateral received/posted or net credit risk valuation adjustments. We recorded a net cumulative credit risk valuation adjustment related to our derivative positions of $20 million and $4 million as of December 31, 2010 and 2009, respectively. See “Derivative Counterparty Credit Risk” below for additional information.

(2)	Customer accommodation derivatives include those entered into with our commercial banking customers and those entered into with other counterparties to offset the market risk.

Income Statement Presentation and AOCI

The following tables summarize the impact of derivatives and 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 2010 and 2009.

	Year Ended December 31,
(Dollars in millions)	2010			2009
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives(1)	$	343		$	(266	)
Gain (loss) recognized in earnings on hedged items(1)		(293	)		313
Net fair value hedge ineffectiveness gain		50			47
Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs(2)		(21	)		(27	)
Customer accommodation(1)		25			2
Other interest rate exposures(1)		5			15
Total interest rate contracts		9			(10	)
Foreign exchange contracts(1)		4			0
Other contracts(2)		38			(9	)
Total gain (loss) on derivatives not designated as accounting hedges		51			(19	)
Net derivatives gain recognized in earnings	$	101		$	28

______________

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

(2)

Other contracts include items such as To Be Announced (“TBA”) forward contracts and futures contracts. Of the $38 million of income recognized in 2010, $43 million was included in our consolidated statements of income in servicing and securitizations income offset by $5 million of expense included in non-interest income. Of the $9 million of expense recognized in 2009, $4 million was included in servicing and securitizations income and $5 million was included in non-interest income.

Cash Flow and Net Investment Hedges

The table below shows the net gains (losses) related to derivatives designated as cash flow hedges and net investment hedges for 2010 and 2009.

	Year Ended December 31,
(Dollars in millions)	2010			2009
Gain (loss) recorded in AOCI:(1)
Cash flow hedges:
Interest rate contracts	$	83		$	175
Foreign exchange contracts		(1	)		11
Subtotal		82			186
Net investment hedges:
Foreign exchange contracts		0			(7)
Net derivatives gain recognized in AOCI	$	82		$	179

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts(2)	$	(74	)	$	(89	)
Foreign exchange contracts(3)		0			(3	)
Subtotal		(74	)		(92	)
Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts(3)		1			(1	)
Foreign exchange contracts (3)		0			0
Subtotal		1			(1	)
Net investment hedges:
Gain (loss) reclassified from AOCI into earnings:(1)
Foreign exchange contracts		0			0
Net derivatives loss recognized in earnings	$	(73	)	$	(93	)

______________

(1)	Amounts represent the effective portion.

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

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

We expect to reclassify net after-tax gains of $2 million recorded in AOCI as of December 31, 2010, 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 7 years as of December 31, 2010. 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 Default Swaps

We have credit exposure on credit default swap agreements that we entered into to manage our risk of loss on certain manufactured housing securitizations issued by GreenPoint Credit LLC in 2000. Our maximum credit exposure related to these swap agreements totaled $27 million and $33 million as of December 31, 2010 and 2009, respectively. These agreements are recorded in our consolidated balance sheets as a component of other liabilities. The value of our obligations under these swaps was $18 million as of December 31, 2010 and 2009. See “Note 7—Variable Interest Entities and Securitizations” for additional information about our manufactured housing securitization transactions.

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 $66 million and $117 million as of December 31, 2010 and 2009, respectively. We were required to post collateral, consisting of a combination of cash and securities, totaling $229 million and $254 million as of December 31, 2010 and 2009, respectively. If our debt credit rating had fallen below investment grade, we would have been required to post additional collateral of $39 million and $28 million as of December 31, 2010 and 2009, respectively.

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 $668 million and $338 million as of December 31, 2010 and 2009, respectively. We posted cash collateral in accounts maintained by derivatives counterparties totaling $229 million and $254 million as of December 31, 2010 and 2009, respectively.

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 $22 million and $5 million as of December 31, 2010 and 2009, 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 reduction in the derivative liability balance was $2 million and $1 million as of December 31, 2010 and 2009, respectively.

Stockholders' Equity

12 Months Ended

Dec. 31, 2010

Stockholders' Equity

NOTE 12—STOCKHOLDERS’ EQUITY

Preferred Shares

On November 14, 2008, we entered into an agreement (the “Securities Purchase Agreement”) to issue 3,555,199 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, par value $0.01 per share (the “Series A Preferred Stock”), to the United States Department of the Treasury (“U.S. Treasury”) as part of our participation in the Capital Purchase Program (the “CPP”), having a liquidation amount per share equal to $1,000. The Series A Preferred Stock paid cumulative dividend at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. In addition, we issued a warrant (the “Warrants”) to purchase 12,657,960 of our common shares to the U.S. Treasury as part of the Securities Purchase Agreement. The Warrants have an exercise price of $42.13 per share and expires ten years from the issuance date.

In 2009, we repurchased all 3,555,199 preferred shares at par, under the CPP for approximately $3.6 billion including accrued dividends. With the repurchase, the remaining accretion of the discount of $462 million was accelerated and treated as dividend which reduced income available to common stockholders. On December 9, 2009, the Warrants were sold by the U.S. Treasury for $11.75 per warrant. The sale by the U.S. Treasury had no impact on our equity and the warrants remain outstanding and are included in paid in capital.

Common Shares

Secondary Equity Offering

On May 11, 2009, we raised $1.5 billion through the issuance of 56,000,000 shares of common stock at $27.75 per share.

Accumulated Other Comprehensive Income (AOCI)

The following table presents the cumulative balances of accumulated other comprehensive income, net of deferred tax of $143 million, $67 million, and $522 million as of December 31, 2010, 2009 and 2008, respectively:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Net unrealized gains (losses) on securities(1)	$	333		$	199		$	(797	)
Net unrecognized elements of defined benefit plans		(29	)		(29	)		(42	)
Foreign currency translation adjustments		(36	)		(26	)		(228	)
Unrealized losses on cash flow hedging instruments		(52	)		(60	)		(154	)
Other-than-temporary impairment not recognized in earnings on securities		49			0			0
Initial application of measurement date provisions for postretirement benefits other than pensions		(1	)		(1	)		(1	)
Initial application from adoption of consolidation standards		(16	)		0			0
Total accumulated other comprehensive income (loss)	$	248		$	83		$	(1,222	)

_____________

(1)

Includes net unrealized gains (losses) on securities available for sale and retained subordinated notes. Unrealized losses not related to credit on other-than-temporarily impaired securities of $105 million (net of income tax of $68 million) and $181 million (net of income tax of $117 million) was reported in other comprehensive income as of December 31, 2010 and 2009, respectively.

Regulation and Capital Adequacy

12 Months Ended

Dec. 31, 2010

Regulatory Matters

NOTE 13—REGULATORY AND CAPITAL ADEQUACY

Regulation and Capital Adequacy

Bank holding companies and national banks are subject to capital adequacy standards adopted by the Federal Reserve and the OCC, respectively. The capital adequacy standards set forth minimum risk-based and leverage capital requirements that are based on quantitative and qualitative measures of their 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% (3% for banks that meet certain specified criteria, including excellent asset quality, high liquidity, low interest rate exposure and the highest regulatory rating).

Under prompt corrective action capital regulations, a bank is considered to be well capitalized if it maintains a total risk-based capital ratio of at least 10% (200 basis points higher than the above minimum capital standard), a Tier 1 risk-based capital ratio of at least 6%, a Tier 1 leverage capital ratio of at least 5% and not be subject to any supervisory agreement, order, or directive to meet and maintain a specific capital level for any capital reserve. 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 are also subject to minimum cash reserve requirements by the Federal Reserve totaling approximately $915 million as of December 31, 2010.

The table below provides a comparison of our capital ratios as of December 31, 2010 and 2009. As of December 31, 2010, we exceeded minimum capital requirements and would meet the “well-capitalized” ratio levels specified under prompt corrective action for total risk-based capital and Tier 1 risk-based capital under Federal Reserve capital standards for bank holding companies. As of December 31, 2010, the Banks also exceeded minimum regulatory requirements under the OCC’s applicable capital adequacy guidelines and were “well-capitalized” under prompt corrective action requirements.

	December 31,
	2010(1)									2009
(Dollars in millions)	Capital Ratio			Minimum Capital Adequacy			Well Capitalized			Capital Ratio			Minimum Capital Adequacy			Well Capitalized
Capital One Financial Corp: (2)
Tier 1 risk-based capital(3)		11.63	%		4.00	%		6.00	%		13.75	%		4.00	%		6.00	%
Total risk-based capital(4)		16.83			8.00			10.00			17.70			8.00			10.00
Tier 1 leverage(5)		8.13			4.00			N/A			10.28			4.00			N/A
Capital One Bank (USA) N.A.
Tier 1 risk-based capital		13.50	%		4.00	%		6.00	%		18.27	%		4.00	%		6.00	%
Total risk-based capital		23.57			8.00			10.00			26.40			8.00			10.00
Tier 1 leverage		8.29			4.00			5.00			13.03			4.00			5.00
Capital One, N.A.
Tier 1 risk-based capital		11.07	%		4.00	%		6.00	%		10.22	%		4.00	%		6.00	%
Total risk-based capital		12.36			8.00			10.00			11.46			8.00			10.00
Tier 1 leverage		8.06			4.00			5.00			7.42			4.00			5.00

_____________

(1)	Effective January 1, 2010, we are no longer required to apply the subprime capital risk weighting to credit card loans with a credit score equal to or less than 660. Accordingly, we no longer disclose these ratios.

(2)	The regulatory framework for prompt corrective action does not apply to Capital One Financial Corp. because it is a bank holding company.

(3)	Calculated based on Tier 1 capital divided by risk-weighted assets.

(4)	Calculated based on Total risk-based capital divided by risk-weighted assets.

(5)	Calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.

Regulatory restrictions exist that limit the ability of the Banks to transfer funds to us. As of December 31, 2010, funds available for dividend payments from the Banks were $1.4 billion and zero, respectively. Although funds are available for dividend payments from COBNA, we would execute a dividend from COBNA in consultation with the OCC. Additionally, a dividend payment by CONA would require prior approval of the OCC. Applicable provisions that may be contained in our borrowing agreements or the borrowing agreements of our subsidiaries may limit our subsidiaries’ ability to pay dividends to us or our ability to pay dividends to our stockholders. There can be no assurance that we will declare and pay any dividends.

The January 1, 2010 adoption of the new consolidation accounting standards resulted in our consolidating a substantial portion of our securitization trusts and establishing an allowance for loan and lease losses for the assets underlying these trusts, which reduced retained earnings and our Tier 1 risk-based capital ratio. In January 2010, banking regulators issued regulatory capital rules related to the impact of the new consolidation accounting standards. Under these rules, we are required to hold additional capital for the assets we consolidated. The capital rules also provided for an optional phase-in of the impact from the adoption of the new consolidation accounting standards, including a two-quarter implementation delay followed by a two-quarter partial implementation of the effect on regulatory capital ratios.

We elected the phase-in option, which required us to phase-in 50% of consolidated assets beginning with the third quarter of 2010 for purposes of determining risk-weighted assets. However, the phase-in impact was effectively accelerated over the first three quarters of 2010 due to pay downs of outstanding securitization debt. The phase-in provisions expired after December 31, 2010, and the full impact of the consolidated assets on our capital ratios will be realized in the first quarter of 2011.

Earnings Per Common Share

12 Months Ended

Dec. 31, 2010

Earnings Per Common Share

NOTE 14—EARNINGS PER COMMON SHARE

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

	Year Ended December 31,
(Dollars and Shares in millions, except per share data)	2010			2009			2008
Numerator:
Income from continuing operations, net of tax	$	3,050		$	987		$	85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)		2,743			884			(46	)
Preferred stock dividends and accretion of discount		0			(564	)		(33	)
Net income (loss) available to common stockholders	$	2,743		$	320		$	(79	)
Denominator:
Denominator for basic earnings per share-Weighted-average shares		452			428			376
Effect of dilutive securities (1) :
Stock options		1			0			0
Contingently issuable shares		0			0			0
Restricted stock and units		3			3			2
Dilutive potential common shares		4			3			2
Denominator for diluted earnings per share-Adjusted weighted-average shares		456			431			378
Basic earnings per share
Income from continuing operations	$	6.74		$	0.99		$	0.14
Loss from discontinued operations		(0.67	)		(0.24	)		(0.35	)
Net income (loss)	$	6.07		$	0.75		$	(0.21	)
Diluted earnings per share
Income from continuing operations	$	6.68		$	0.98		$	0.14
Loss from discontinued operations		(0.67	)		(0.24	)		(0.35	)
Net income (loss)	$	6.01		$	0.74		$	(0.21	)

_____________

(1)	Excluded from the computation of diluted earnings per share was 26.8 million, 34.8 million and 27.7 million of awards, options or warrants, during 2010, 2009 and 2008, respectively, because their inclusion would be antidilutive.

Other Non-Interest Expense

12 Months Ended

Dec. 31, 2010

Other Non-Interest Expense

NOTE 15—OTHER NON-INTEREST EXPENSE

The following table represents the components of non-interest expense for 2010, 2009 and 2008:

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Professional services	$	916	$	796	$	806
Collections		596		599		569
Fraud losses		80		86		106
Bankcard association assessments		221		215		195
Core deposit intangible amortization		203		216		191
Other		667		629		1,102
Total	$	2,683	$	2,541	$	2,969

Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2010

Stock-based compensation plans

NOTE 16—STOCK-BASED COMPENSATION PLAN

Stock Plans

We have one active stock-based employee compensation plan. Under the plan, we reserve common shares for issuance in various forms including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance share units.

The following table provides the number of reserved common shares and the number of common shares available for future issuance for our active stock-based compensation plan as of December 31, 2010 and 2009. The ability to issue grants from the 1999 Non-Employee Directors Stock Incentive Plan was terminated in 2009.

				Available For Issuance
(In thousands)				December 31
Plan Name	Shares Reserved			2010		2009		2008
2004 Stock Incentive Plan		40,000	(1)		16,225		17,789		4,506

_____________

(1)	On April 20, 2009 the Board authorized an increase in shares reserved of 20 million shares to 40 million shares in total.

Generally the exercise price of stock options, or value of restricted stock awards, will equal the fair market value of our common stock on the date of grant. The maximum contractual term for options is ten years, and option vesting is determined at the time of grant. The vesting for most options is 33 1/3 percent per year beginning with the first anniversary of the grant date. For restricted stock granted before 2010, the vesting was usually 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date. For restricted stock granted in 2010, the vesting is usually 33 1/3 percent per year beginning with the first anniversary of the grant date.

We also issue cash equity units which are recorded as liabilities as the expense is recognized. Cash equity units are settled with a cash payment for each unit vested equal to the average fair market value of our common stock for the 20 trading days preceding the vesting date. Because they are settled in cash with no opportunity for any shares to be issued at vesting or settlement, cash equity units are not included in shares reserved or available for issuance. For cash equity units granted before 2010, the vesting was usually 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date. For cash equity units granted in 2010, vesting will usually be 33 1/3 percent per year beginning with the first anniversary of the grant date.

We recognize compensation expense on a straight line basis over the entire award’s vesting period for any awards with graded vesting attributes. Total compensation expense recognized for stock-based compensation during the years 2010, 2009 and 2008 was $149 million, $146 million and $112 million, respectively. The total income tax benefit recognized in the consolidated statement of income for stock-based compensation arrangements during the years 2010, 2009 and 2008 was $52 million, $51 million and $39 million, respectively.

Stock option expense is based on the fair value per stock option, estimated at the grant date using a Black-Scholes option-pricing model. The fair value of stock options granted during 2010, 2009 and 2008 was estimated using the weighted average assumptions summarized below:

	Year Ended December 31,
Assumptions	2010			2009			2008
Dividend yield (1)		1.49	%		4.79	%		3.20	%
Volatility factors of stock’s expected market price		38			43			28
Risk-free interest rate		2.49			1.79			2.89
Expected option lives (in years)		5.0			5.0			5.0

_____________

(1)	In 2010, 2009, and 2008, we paid dividends at the annual rate of $0.20, $0.53, and $1.50 per share, respectively.

A summary of stock option activity under the plans as of December 31, 2010 and 2009, and changes during each year are presented below:

	Shares Subject to Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2010		21,905		$	53.58
Granted		619			37.07
Exercised		(577	)		22.56
Cancelled		(1,373	)		65.29
Outstanding as of December 31, 2010		20,574		$	53.18	4.6 years	$	83
Exercisable as of December 31, 2010		16,050		$	58.56	3.8 years	$	19

	Shares Subject to Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2009		23,827		$	59.18
Granted		3,556			18.23
Exercised		(356	)		26.57
Cancelled		(5,122	)		56.72
Outstanding as of December 31, 2009		21,905		$	53.58	5.4 years	$	73
Exercisable as of December 31, 2009		13,486		$	60.25	3.7 years	$	4

As of December 31, 2010, the number of shares, weighted average exercise price, aggregate intrinsic value and weighted average remaining contractual terms of stock options vested and expected to vest approximate amounts for stock options outstanding. The weighted-average fair value of options granted during the years 2010, 2009 and 2008 was $11.78, $4.56 and $9.94, respectively. Cash proceeds from the exercise of stock options were $13 million, $9 million, and $71 million for 2010, 2009 and 2008, respectively. Tax benefits realized from the exercise of stock options were $4 million, $1 million and $9 million for 2010, 2009 and 2008, respectively. The total intrinsic value of stock options exercised during the years 2010, 2009 and 2008 was $11 million, $4 million, and $27 million, respectively.

A summary of 2010 activity for restricted stock awards and units is presented below:

	Shares (in thousands)			Weighted-Average Grant Date Fair Value
Unvested as of January 1, 2010		5,769		$	29.91
Granted		1,595			36.83
Vested		(1,645	)		35.79
Cancelled		(375	)		28.68
Unvested as of December 31, 2010		5,344		$	30.29

The weighted-average grant date fair value of restricted stock granted for 2010, 2009 and 2008 was $36.83, $17.58 and $49.33, respectively. The total fair value of restricted stock vesting was $62 million, $41 million and $34 million in 2010, 2009 and 2008, respectively. We expect to recognize the unrecognized compensation cost for unvested restricted awards of $50 million as of December 31, 2010 over the next three years.

Cash equity units vesting in 2010, 2009, and 2008 resulted in cash payments to associates of $48 million, $10 million, and $30 million, respectively. These cash payments reflect the number of units vesting based on our stock price as of or for some defined period prior to the vest date. We expect to recognize the unrecognized compensation cost for unvested cash equity units of $54 million as of December 31, 2010, which calculated based on the average quarterly stock price, over the next 3 years.

2011 CEO Grant

In January 2011, our Board of Directors approved a compensation package for our CEO. This package included an opportunity to receive from 0% to 200% of the target number of 82,851 shares of our common stock based on our performance over the three-year period beginning on January 1, 2011. The package also included a grant of 608,366 nonstatutory stock options at an exercise price of $48.28 per share. The options will become fully exercisable on January 26, 2014. Upon retirement, these awards will continue to vest in accordance with the original vesting schedule. Compensation expense of $12 million related to these awards will be recognized in 2011.

2010 CEO Grant

In January 2010, our Board of Directors approved a compensation package for our CEO. This package included an opportunity to receive from 0% to 200% of the target number of 88,920 shares of our common stock based on our performance over the three-year period beginning on January 1, 2010. The package also included a grant of 559,333 nonstatutory stock options at an exercise price of $36.55 per share. The options will become fully exercisable on January 27, 2013. Upon retirement, these awards will continue to vest in accordance with the original vesting schedule. Compensation expense of $10 million related to these awards was recognized in 2010.

In 2011, our Board of Directors also approved a grant of 134,632 restricted stock units as a portion of to the 2010 compensation package for our CEO. The award will vest in full in three years and settle in cash based on our average stock price over the twenty trading days preceding the vesting date. The compensation expense of $7 million related to this award will be recognized in 2011.

2009 CEO Grant

In January 2009, our Board of Directors approved a compensation package for our CEO. This package included an opportunity to receive from 0% to 200% of the target number of 95,239 shares of our common stock based on our performance over the three-year period beginning on January 1, 2009. The package also included a grant of 970,403 nonstatutory stock options at an exercise price of $18.28 per share. The options will become fully exercisable on January 29, 2012. Both awards are subject to restrictions regarding sale or transfer of the shares received until the earlier of the date on which the U.S. Treasury no longer holds any shares of the preferred stock that we issued under the U.S. Treasury’s Troubled Asset Relief Program Capital Purchase Program (“CPP”) or one year after retirement from our Company. We redeemed this preferred stock in June 2009 and therefore these restrictions have lapsed. Compensation expense of $6 million related to these awards was recognized in 2009.

In 2010, our Board of Directors also approved a grant of 136,799 restricted stock units as a portion of the 2009 compensation package for our CEO. The award will vest in full in three years and settle in cash based on our average stock price over the twenty trading days preceding the vesting date. Compensation expense of $5 million related to this award was recognized in 2010.

Accelerated Vesting Option Grants

Associate Stock Purchase Plan

We maintain an Associate Stock Purchase Plan (the “Purchase Plan”) which is a compensatory plan under the accounting guidance for stock-based compensation. We recognized $4 million in compensation expense for each of the years ended December 31, 2010, 2009 and 2008 under the Purchase Plan.

Under the Purchase Plan, our associates are eligible to purchase common stock through monthly salary deductions of a maximum of 15% and a minimum of 1% of monthly base pay. To date, the amounts deducted are applied to the purchase of our unissued common or treasury stock at 85% of the current market price. Shares may also be acquired on the market. An aggregate of 8.0 million shares of common stock have been authorized for issuance under the 2002 Associate Stock Purchase Plan, of which 2.6 million and 3.4 million shares were available for issuance as of December 31, 2010 and 2009, respectively.

Dividend Reinvestment and Stock Purchase Plan

In 2002, we implemented our Dividend Reinvestment and Stock Purchase Plan (“2002 DRP”), which allows participating stockholders to purchase additional shares of our common stock through automatic reinvestment of dividends or optional cash investments. We had 7.4 million shares available for issuance under the 2002 DRP at both December 31, 2010 and 2009.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2010

Employee benefit plans

NOTE 17—EMPLOYEE BENEFIT PLANS

Retirement Plans

Defined Contribution Plan

We sponsor a contributory Associate Savings Plan (the “Plan”) in which substantially all full-time and certain part-time associates are eligible to participate. We make contributions to each eligible associate’s account, match a portion of associate contributions and make discretionary contributions based upon our meeting a certain earnings per share target or other performance metrics. In June 2010, we announced that we were implementing a new company contribution structure and several administrative enhancements to the Plan that were effective July 1, 2010. The new contribution structure provides a company contribution through a combination of basic and matching company contributions. We transitioned to the new contribution structure on July 1, 2010, as such, any of our discretionary contribution payout for 2010 was prorated for the period January 1, 2010 to June 30, 2010. Our contributions to this plan amounted to $118 million, $79 million and $110 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Effective December 31, 2009, the Hibernia Corporation Employee Stock Ownership Plan (“Hibernia ESOP”) was merged into the Plan, and the Hibernia ESOP net assets of $34 million as of December 31, 2009 were transferred into the Plan. As a result, we had no contributions of cash or shares of our common stock to this plan in 2010 or 2009. We recognized compensation expense of $4 million in 2008 related to the ESOP.

Defined Benefit Pension and Other Postretirement Benefit Plans

We sponsor defined benefit pension plans and other postretirement benefit plans. Pension plans include a legacy frozen cash balance plan and plans assumed in the North Fork acquisition, including two qualified defined benefit pension plans and several non-qualified defined benefit pension plans. Our legacy pension plan and the two qualified pension plans from the North Fork acquisition were merged into a single plan effective December 31, 2007. Other postretirement benefit plans, including a legacy plan and plans assumed in the Hibernia and North Fork acquisitions, all of which provide medical and life insurance benefits, which were merged into a single plan effective January 1, 2008.

Our pension plans and the other postretirement benefit plans are valued using a December 31 measurement date. Our policy is to amortize prior service amounts on a straight-line basis over the average remaining years of service to full eligibility for benefits of active plan participants.

The following table sets forth, on an aggregated basis, changes in the benefit obligations and plan assets, how the funded status is recognized in the balance sheet, and the components of net periodic benefit cost:

	Year Ended December 31,
	2010			2009			2010			2009
(Dollars in millions)	Pension Benefits						Postretirement Benefits
Change in benefit obligation:
Benefit obligation at beginning of year	$	190		$	190		$	67		$	74
Service cost		2			2			1			2
Interest cost		10			11			3			4
Benefits paid		(19	)		(21	)		(4	)		(4	)
Net actuarial loss (gain)		10			8			(1	)		(9	)
Benefit obligation at end of year	$	193		$	190		$	66		$	67

Change in plan assets:
Fair value of plan assets at beginning of year	$	213		$	193		$	7		$	7
Actual return on plan assets		26			40			1			0
Employer contributions		1			1			4			4
Benefits paid		(19	)		(21	)		(4	)		(4	)
Fair value of plan assets at end of year	$	221		$	213		$	8		$	7
Funded status at end of year	$	28		$	23		$	(58	)	$	(60	)

Balance Sheet Presentation:
Other assets	$	39		$	34		$	0		$	0
Other liabilities		(11	)		(11	)		(58	)		(60	)
Net amount recognized at end of year	$	28		$	23		$	(58	)	$	(60	)
Accumulated benefit obligation at end of year	$	193		$	190			n/a			n/a

Components of net periodic benefit cost:
Service cost	$	2		$	2		$	1		$	2
Interest cost		10			11			3			4
Expected return on plan assets		(15	)		(14	)		(1	)		0
Amortization of transition obligation, prior service credit, and net actuarial loss		1			1			(3	)		(8	)
Net periodic benefit cost	$	(2	)	$	0		$	0		$	(2	)

Changes recognized in other comprehensive income, pretax:
Net actuarial gain	$	1		$	18		$	1		$	9
Reclassification adjustments for amounts recognized in net periodic benefit cost		1			1			(3	)		(8	)
Total recognized in other comprehensive income	$	2		$	19		$	(2	)	$	1

Pre-tax amounts recognized in accumulated other comprehensive income, which have not yet been recognized as a component of net periodic benefit cost, consist of:

	December 31,
	2010			2009			2010		2009
(Dollars in millions)	Pension Benefits						Postretirement Benefits
Transition obligation	$	0		$	0		$	0	$	0
Prior service credit		0			0			11		15
Net actuarial gain (loss)		(58	)		(60	)		2		0
Accumulated other comprehensive income	$	(58	)	$	(60	)	$	13	$	15

Pre-tax amounts in accumulated other comprehensive income that are expected to be recognized as decreases (increases) of net periodic benefit cost for the year ending December 31, 2010, consist of:

(Dollars in millions)	Pension Benefits			Postretirement Benefits
Prior service cost	$	0		$	3
Net actuarial loss gain		(1	)		0
Total	$	(1	)	$	3

The following table sets forth the aggregate benefit obligation and aggregate fair value of plan assets for plans with benefit obligations in excess of plan assets. Based on the status of our pension plans, the information presented also represents the aggregate pension accumulated benefit obligation and aggregate fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets.

	December 31,
	2010		2009		2010		2009
(Dollars in millions)	Pension Benefits				Postretirement Benefits
Benefit obligation	$	193	$	190	$	66	$	67
Fair value of plan assets		221		213		8		7

The following table presents weighted-average assumptions used in the accounting for the plans:

	December 31,
	2010			2009			2010			2009
	Pension Benefits						Postretirement Benefits
Assumptions for benefit obligations at measurement date:
Discount rate		5.2	%		5.7	%		5.2	%		5.7	%
Rate of compensation increase		n/a			n/a			n/a			n/a
Assumptions for periodic benefit cost for the year ended:
Discount rate		5.7	%		6.3	%		5.7	%		6.3	%
Expected long-term rate of return on plan assets (1)		7.5	%		7.5	%		7.5	%		7.5	%
Rate of compensation increase		n/a			n/a			n/a			n/a

Assumptions for year-end valuations:
Health care cost trend rate assumed for next year		n/a			n/a			8.7	%		9.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		n/a			n/a			4.5	%		4.5	%
Year the rate reaches the ultimate trend rate		n/a			n/a			2028			2028

_____________

(1)	Our expected long-term rate of return on plan assets is defined as 20 years.

To develop the expected long-term rate of return on plan assets assumption, consideration was given to the current level of expected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on the plan assets assumption for the portfolio.

Assumed health care trend rates have a significant effect on the amounts reported for the other postretirement benefit plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:

	Year ended December 31,
	2010					2009
	1% Increase		1% Decrease			1% Increase		1% Decrease
Effect on year-end postretirement benefit obligation	$	6	$	(5	)	$	6	$	(5	)
Effect on total service and interest cost components		0		0			1		(1	)

Plan Assets

The qualified defined benefit pension plan asset allocations as of the annual measurement dates are as follows:

	December 31,
	2010			2009
Common collective trusts(1)		73.9	%		69.4	%
Money market fund		3.2			30.1
Limited partnerships		0.0			0.5
Corporate bonds (S&P rating of A or higher)		0.8			0.0
Corporate bonds (S&P rating of lower than A)		1.7			0.0
Government securities		20.1			0.0
Mortgage backed securities		0.3			0.0
Total		100.0	%		100.0	%

_____________

(1)	Common collective trusts include domestic and international equity securities.

The investment guidelines provide the following asset allocation targets and ranges: domestic equity target of 50% and allowable range of 45% to 55%, international equity target of 20% and allowable range of 15% to 25%, and fixed income securities target of 30% and allowable range of 25% to 40%.

Plan assets are invested using a total return investment approach whereby a mix of equity securities and debt securities are used to preserve asset values, diversify risk and enhance our ability to achieve our long-term investment return benchmark. Investment strategies and asset allocations are based on careful consideration of plan liabilities, the plan’s funded status and our financial condition. Investment performance and asset allocation are measured and monitored on a quarterly basis.

Plan assets are managed in a balanced portfolio comprised of three major components: a domestic equity portion, an international equity portion and a domestic fixed income portion. The expected role of plan equity investments is to maximize the long-term real growth of fund assets, while the role of fixed income investments is to generate current income, provide for more stable periodic returns and provide some protection against a prolonged decline in the market value of fund equity investments.

Fair Values Measurement

For information on fair value measurements, including descriptions of Level 1, 2 and 3 of the fair value hierarchy and the valuation methods we utilize, see “Note 1—Summary of Significant Accounting Policies” and “Note 19—Fair Value of Financial Instruments.”

Plan Assets Measured at Fair Value on a Recurring Basis

	December 31, 2010
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3
Plan Assets
Common collective trusts	$	0	$	169	$	0	$	169
Short-term investment fund		0		7		0		7
Corporate bonds (S&P rating of A or higher)		0		2		0		2
Corporate bonds (S&P rating of lower than A)		0		4		0		4
Government securities		0		46		0		46
Mortgage-backed securities		0		1		0		1
Municipal bonds		0		0		0		0
Total Plan Assets	$	0	$	229	$	0	$	229

	December 31, 2009
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3
Plan Assets
Common collective trusts	$	0	$	153	$	0	$	153
Money market fund		66		0		0		66
Limited partnerships		0		0		1		1
Total Plan Assets	$	66	$	153	$	1	$	220

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 table below presents a reconciliation for all assets and liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) during 2010.

Level 3 Instruments Only

	Year Ended December 31, 2010
(Dollars in millions)	Limited Partnerships
Balance, January 1, 2010	$	1
Total realized and unrealized losses:
Included in net income		0
Settlements, net		(1	)
Transfers in(out) of Level 3		0
Balance, December 31, 2010	$	0
Total unrealized gains (losses) included in net income related to assets still held as of December 31, 2010	$	0

	Year Ended December 31, 2009
(Dollars in millions)	Limited Partnerships
Balance, January 1, 2009	$	10
Total realized and unrealized losses:
Included in net income		(1	)
Settlements, net		(8	)
Transfers in(out) of Level 3		0
Balance, December 31, 2009	$	1
Total unrealized gains (losses) included in net income related to assets still held as of December 31, 2009	$	(1	)

Expected future benefit payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in millions)	Pension Benefits		Postretirement Benefits
2011	$	14	$	4
2012		14		4
2013		13		5
2014		14		5
2015		13		5
2016 - 2020		63		26

In 2011, $1 million in contributions are expected to be made to the pension plans, and $2 million in contributions are expected to be made to other postretirement benefits plans. In addition, the estimated payment for 2010 net benefits of $2 million will be paid from the postretirement benefit plan's assets early in 2011.

Income Taxes

12 Months Ended

Dec. 31, 2010

Income Tax Disclosure

NOTE 18—INCOME TAXES

We account for income taxes in accordance with the accounting guidance prescribed by the FASB, recognizing the current and deferred tax consequences of all transactions that have been recognized in the consolidated financial statements using the provisions of enacted tax laws. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to an amount that is more likely than not to be realized.

Significant components of the provision for income taxes attributable to continuing operations were as follows:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Current income tax provision:
Federal taxes	$	(152	)	$	278		$	1,069
State taxes		31			35			53
International taxes		122			22			32
Total current provision	$	1		$	335		$	1,154
Deferred income tax provision:
Federal taxes	$	1,121		$	9		$	(644	)
State taxes		87			(6	)		(3	)
International taxes		71			11			(10	)
Total deferred provision (benefit)	$	1,279		$	14		$	(657	)
Total income tax provision	$	1,280		$	349		$	497

Income tax benefits of $2 million, $793 million and $32 million in 2010, 2009 and 2008, respectively, were allocated directly to reduce goodwill from acquisitions.

Income tax provision (benefit) reported in stockholders’ equity was as follows:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Foreign currency translation gains (losses)	$	6		$	(9	)	$	7
Net unrealized securities gains (losses)		48			521			(421	)
Other-than-temporary impairment on securities		27			0			0
Net unrealized derivative gains		5			61			28
Adoption of new consolidation accounting standards		(1,642	)		0			0
Employee stock plans		10			16			11
Employee retirement plans		0			7			(55	)
Total income tax provision (benefit)	$	(1,546	)	$	596		$	(430	)

The reconciliation of income tax attributable to continuing operations, computed at the U.S. federal statutory tax rate, to income tax expense was:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Income tax at U.S. federal statutory tax rate		35.00	%		35.00	%		35.00	%
State taxes, net of federal benefit		1.28			2.40			3.45
Resolution of federal income tax issues and audits		(2.54	)		(4.63	)		0
Other foreign tax differences, net		(0.54	)		(0.20	)		1.97
Goodwill impairment		0			0			47.67
Other, including nontaxable income and general business tax credits		(3.64	)		(6.41	)		(2.62	)
Income taxes		29.56	%		26.16	%		85.47	%

During 2010, 2009 and 2008, our income tax expense was reduced by $110 million, $62 million and zero, respectively, due to the resolution of certain tax issues and audits for prior years with the Internal Revenue Service (“IRS”). This reduction represented the release of previous accruals for potential audit and litigation adjustments which were subsequently settled or eliminated and further refinement of existing tax exposures.

Significant components of our deferred tax assets and liabilities as of December 31, 2010 and 2009 were as follows:

	December 31,
(Dollars in millions)	2010			2009
Deferred tax assets:
Allowance for loan and lease losses	$	1,950		$	1,496
Unearned income		85			206
Net unrealized losses on securities and derivative instruments		0			0
Employee stock plans		162			147
Rewards & sweepstakes programs		525			473
Valuation difference of acquired loans		503			690
Representation & warranty reserve		302			86
Employee benefits		119			123
Securitizations		13			91
Foreign tax credit carryforward		87			131
Other foreign deferred taxes		50			0
Other assets		287			378
Subtotal		4,083			3,821
Valuation allowance		(130	)		(109	)
Total deferred tax assets		3,953			3,712
Deferred tax liabilities:

	December 31,
(Dollars in millions)	2010		2009
Original issue discount		574		715
Property & equipment		66		39
Prepaid expenses		13		9
Leasing activities		46		23
Core deposit and other intangibles		348		406
Servicing assets		48		83
Net unrealized gains on securities and derivative instruments		36		32
Other foreign deferred taxes		0		39
Other liabilities		107		90
Total deferred tax liabilities		1,238		1,436
Net deferred tax assets	$	2,715	$	2,276

We have state net operating loss carryforwards with a tax value of $143 million that expire from 2011 to 2030. We have foreign tax credit carryforwards of $87 million that expire in 2014 through 2018.

The valuation allowance was increased by $21 million to adjust the tax benefit of certain state deferred tax assets and net operating loss carryforwards to the amount that we have determined is more likely than not to be realized.

The deferred tax liability for original issue discount represents interchange, late fees, cash advance fees and overlimit fees. These items are generally treated as original issue discount (“OID”) for tax purposes and recognized over the life of the related credit card receivables. These items are recognized in the income statement as income in the year earned. For income statement purposes, late fees are reported as interest income, and interchange, cash advance fees and overlimit fees are reported as non-interest income.

	December 31,
(Dollars in millions)	2010		2009
Original Issue discount:
OID—late fees	$	387	$	512
OID—all other		1,192		1,461
Gross original issue discount		1,579		1,973
Net deferred tax liability	$	574	$	715

The accounting guidance for income taxes clarifies the accounting for uncertainty in income taxes, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also provides rules on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. During 2010, 2009 and 2008, $(62) million, $(7) million and $30 million, respectively, of net interest and penalties was included in income tax expense. The accrued balance of interest and penalties related to unrecognized tax benefits is presented in the table below.

A reconciliation of the change in unrecognized tax benefits from January 1, 2009 to December 31, 2010 is as follows:

(Dollars in millions)	Gross Unrecognized Tax Benefits			Accrued Interest and Penalties			Gross Tax, Interest and Penalties
Balance at January 1, 2009	$	561		$	176		$	737
Additions for tax positions related to the current year		8			0			8
Additions for tax positions related to prior years		43			35			78
Reductions for tax positions related to prior years due to IRS and other settlements		(255	)		(110	)		(365	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		7			1			8
Other reductions for tax positions related to prior years		(5	)		(2	)		(7	)
Balance at December 31, 2009		359			100			459
Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		0			8			8
Reductions for tax positions related to prior years due to IRS and other settlements		(72	)		(43	)		(115	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		(2	)		0			(2	)
Balance at December 31, 2010	$	285		$	65		$	350
Portion of balance at December 31, 2010 that, if recognized, would impact the effective income tax rate	$	108		$	42		$	150

We are subject to examination by the IRS and other tax authorities in certain countries and states in which we have significant business operations. The tax years subject to examination vary by jurisdiction. The IRS is currently examining our federal income tax returns for the years 2007 and 2008. During 2009, we made cash payments to the IRS related to concluded examinations for 2005 and 2006, which resulted in a reduction of approximately $195 million in the balance of net unrecognized tax benefits. During 2010, no payments were made to the IRS to reduce the balance of net unrecognized tax benefits.

On April 9, 2010, the U.S. Tax Court entered a decision in our pending case with respect to certain tax issues for the years 1995 to 1999, with both parties prevailing on certain issues. On July 6, 2010, we appealed two issues to the Fourth Circuit Court of Appeals. The IRS prevailed on these issues in the Tax Court. The IRS did not appeal the two issues for which the Tax Court ruled in our favor and the Tax Court’s decision on those issues is final. As a result of the non-appeal by the IRS, we reduced the amount of unrecognized tax benefits with respect to these issues by approximately $56 million. With respect to the issues still pending on appeal, the ultimate outcome remains uncertain and may also impact tax years after 1999. It is reasonably possible that a settlement related to these timing issues may be made within twelve months of the reporting date. At this time, an estimate of the potential change to the amount of unrecognized tax benefits resulting from such a settlement cannot be made.

As of December 31, 2010, U.S. income taxes and foreign withholding taxes have not been provided on approximately $633 million of unremitted earnings of our subsidiaries operating outside the U.S., in accordance with the guidance for accounting for income taxes in special areas. These earnings are considered by management to be invested indefinitely. Upon repatriation of these earnings, we could be subject to both U.S. income taxes (subject to possible adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability and foreign withholding tax on these unremitted earnings is not practicable at this time because such liability is dependent upon circumstances existing if and when remittance occurs.

As of December 31, 2010, U.S. income taxes have not been provided for approximately $287 million of previously acquired thrift bad debt reserves created for tax purposes as of December 31, 1987. These amounts, acquired as a result of the merger with North Fork Bancorporation, Inc. and the acquisition of Chevy Chase Bank, F.S.B., are subject to recapture in the unlikely event that CONA, as successor to North Fork Bank and Chevy Chase Bank F.S.B., makes distributions in excess of earnings and profits, redeems its stock, or liquidates.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2010

Fair Value of Financial Instruments

NOTE 19—FAIR VALUE OF FINANCIAL INSTRUMENTS

Under applicable accounting guidance, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We determine the fair values of our financial instruments based on the fair value hierarchy established under applicable accounting guidance which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value. We did not make any material fair value option elections as of and for the years ended December 31, 2010 and 2009. For a detailed discussion regarding the fair value hierarchy and how we measures fair value, see “Note 1—Summary of Significant Accounting Policies.”

Level 1, 2 and 3 Valuation Techniques

Financial instruments are considered Level 1 when the valuation can be 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 determination of the fair value requires significant management judgment or estimation.

The following table displays our assets and liabilities measured on our consolidated balance sheets at fair value on a recurring basis as of December 31, 2010 and 2009:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	December 31, 2010
	Fair Value Measurements Using									Assets/ Liabilities
(Dollars in millions)	Level 1			Level 2			Level 3			at Fair Value
Assets
Securities available for sale:
U.S. Treasury and other U.S. Agency	$	386		$	314		$	0		$	700
Collateralized mortgage obligations		0			13,277			308			13,585
Mortgage-backed securities		0			16,394			270			16,664
Asset-backed securities		0			9,953			13			9,966
Other		293			322			7			622
Total securities available for sale		679			40,260			598			41,537
Other assets:
Mortgage servicing rights		0			0			141			141
Derivative receivables(1) (2)		8			1,265			46			1,319
Retained interests in securitization		0			0			117			117
Total Assets	$	687		$	41,525		$	902		$	43,114

Liabilities
Other liabilities:
Derivative payables(1)	$	(18	)	$	(575	)	$	(43	)	$	(636	)
Total Liabilities	$	(18	)	$	(575	)	$	(43	)	$	(636	)

	December 31, 2009
	Fair Value Measurements Using						Assets/ Liabilities
(Dollars in millions)	Level 1		Level 2		Level 3		at Fair Value
Assets
Securities available for sale:
U.S. Treasury and other U.S. Agency	$	392	$	477	$	0	$	869
Collateralized mortgage obligations		0		8,656		982		9,638
Mortgage-backed securities		0		20,198		486		20,684
Asset-backed securities		0		7,179		13		7,192
Other		73		349		25		447
Total securities available for sale		465		36,859		1,506		38,830
Other assets:
Mortgage servicing rights		0		0		240		240
Derivative receivables(1)(2)		4		625		440		1,069
Retained interests in securitizations		0		0		3,945		3,945
Total Assets	$	469	$	37,484	$	6,131	$	44,084

Liabilities
Other liabilities:
Derivative payables(1) (2)	$	8	$	366	$	33	$	407
Total Liabilities	$	8	$	366	$	33	$	407

___________

(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 $20 million and $4 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of December 31, 2010 and 2009, 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 2010, we had minimal movements between Levels 1 and 2. In connection with the adoption of the new consolidation accounting standards on January 1, 2010, retained interests in securitizations, which were considered a Level 3 security, were reclassified to loans held for investment when the underlying trusts were consolidated.

Level 3 Instruments Only

	Year Ended December 31, 2010
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2010	$	1,506		$	240		$	440		$	3,945		$	33
Total realized and unrealized gains (losses):
Included in net income		(3	)		(82	)		5			9			11
Included in other comprehensive income		(94	)		0			0			0			0
Purchases, sales, issuances and settlements, net		40			(17	)		4			(86	)		1
Impact of adoption of consolidation standards		0			0			(401	)		(3,751	)		0
Transfers in to Level 3(4)		1,206			0			0			0			(2	)
Transfers out of Level 3 (4)		(2,057	)		0			(2	)		0			0
Balance, December 31, 2010	$	598		$	141		$	46		$	117		$	43
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2010(5)	$	(3	)	$	(82	)	$	5		$	0		$	11

	Year Ended December 31, 2010
(Dollars in millions)	U.S. Treasury & Agency		Collateralized Mortgage Obligations			Mortgage- backed Securities			Asset-backed Securities			Other			Total
Securities Available for Sale
Balance, January 1, 2010	$	0	$	982		$	486		$	13		$	25		$	1,506
Total realized and unrealized gains (losses):
Included in net income		0		(3	)		0			0			0			(3	)
Included in other comprehensive income		0		(58	)		(34	)		(2	)		0			(94	)
Purchases, sales, issuances and settlements, net		0		(30	)		0			70			0			40
Transfers in to Level 3 (4)		0		503			653			50			0			1,206
Transfers out of Level 3 (4)		0		(1,086	)		(835	)		(118	)		(18	)		(2,057	)
Balance, December 31, 2010	$	0	$	308		$	270		$	13		$	7		$	598
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2010(5)	$	0	$	(3	)	$	0		$	0		$	0		$	(3	)

	Year Ended December 31, 2009
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2009	$	2,380		$	151		$	60		$	1,470		$	61
Total realized and unrealized gains (losses):
Included in net income		0			(6	)(1)		(214	)		(131	)		(28	)
Included in other comprehensive income		(168	)		0			0			114			0
Purchases, sales, issuances and settlements, net		(115	)		95			38			2,492			4
Transfers in/(out) of Level 3		(591	)		0			556			0			(4	)
Balance, December 31, 2009	$	1,506		$	240		$	440		$	3,945		$	33
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2009(5)	$	0		$	(6	)	$	(214	)	$	71		$	(28	)

	Year Ended December 31, 2009
(Dollars in millions)	U.S. Treasury & Agency		Collateralized Mortgage Obligations			Mortgage- backed Securities			Asset-backed Securities			Other			Total
Securities Available for Sale
Balance, January 1, 2009	$	0	$	1,580		$	773		$	0		$	27		$	2,380
Total realized and unrealized gains (losses):
Included in net income		0		0			0			0			0			0
Included in other comprehensive income		0		(175	)		7			0			0			(168	)
Purchases, sales, issuances and settlements, net		0		(235	)		48			74			(2	)		(115	)
Transfers in/out of Level 3 (4)		0		(188	)		(342	)		(61	)		0			(591	)
Balance, December 31, 2009	$	0	$	982		$	486		$	13		$	25		$	1,506
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2009(5)	$	0	$	0		$	0		$	0		$	0		$	0

_____________

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

(2)

An end of quarter convention is used to measure derivative activity, resulting in end of quarter values being reflected as purchases, issuances and settlements for derivatives having a zero fair value at inception. 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.

(3)

An end of quarter convention is used to reflect activity in retained interests in securitizations, resulting in all transactions and assumption changes being reflected as if they occurred on the last day of the quarter. 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.

(4)	The transfer out of Level 3 for the year ended December 31, 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 were primarily driven by less consistency amongst vendor pricing on individual securities for non-agency MBS.

(5)

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

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 sheet. 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). Fair value adjustments for loans held for sale, foreclosed assets, and other assets are recorded in other non-interest expense, and fair value adjustments for loans held for investment are recorded in provision for loan and lease losses 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.

	December 31, 2010
	Fair Value Measurements Using						Assets at Fair		Total
(Dollars in millions)	Level 1		Level 2		Level 3		Value		Gains/(Losses)
Assets
Loans held for sale	$	0	$	206	$	0	$	206	$	(9	)
Loans held for investment		0		126		159		285		(151	)
Foreclosed assets(1)		0		249		0		249		(42	)
Other		0		18		0		18		(8	)
Total	$	0	$	599	$	159	$	758	$	(210	)

	December 31, 2009
	Fair Value Measurements Using						Assets at Fair		Total
(Dollars in millions)	Level 1		Level 2		Level 3		Value		Gains/(Losses)
Assets
Loans held for sale	$	0	$	266	$	0	$	266	$	16
Loans held for investment		0		156		267		423		255
Foreclosed assets(1)		0		197		0		197		26
Other		0		31		0		31		(4	)
Total	$	0	$	650	$	267	$	917	$	293

_____________

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

Fair Value of Financial Instruments

The following reflects the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value.

	December 31,
	2010				2009
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value(1)
Financial Assets
Cash and cash equivalents	$	5,249	$	5,249	$	8,685	$	8,685
Restricted cash for securitization investors		1,602		1,602		501		501
Securities available for sale		41,537		41,537		38,830		38,830
Securities held to maturity		0		0		80		80
Loans held for sale		228		228		268		268
Net loans held for investment		120,319		124,117		86,492		86,158
Interest receivable		1,070		1,070		936		936
Accounts receivable from securitization		118		118		7,128		7,128
Derivatives		1,319		1,319		1,069		1,069
Mortgage servicing rights		141		141		240		240

Financial Liabilities
Non-interest bearing deposits	$	15,048	$	15,048	$	13,439	$	13,439
Interest-bearing deposits		107,162		107,587		102,370		102,616
Senior and subordinated notes		8,650		9,236		9,045		9,156
Securitized debt obligations		26,915		26,943		3,954		3,890
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,517		1,517		1,140		1,140
Other borrowings		4,714		4,901		6,875		6,693
Interest payable		488		488		509		509
Derivatives		636		636		407		407

_____________

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

The following describes the valuation techniques used in estimating the fair value of our financial instruments as of December 31, 2010 and 2009. 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.

Financial Assets

Cash and Cash Equivalents

The carrying amounts of cash and due from banks, federal funds sold and resale agreements and interest-bearing deposits at other banks approximate fair value.

Restricted Cash or Securitization Investors

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

Securities Held To Maturity

The carrying amounts of securities held to maturity, which consists of negative amortization bonds, approximate fair value. We recorded these securities at fair value on the date of acquisition. Fair value is determined using a discounted cash flow method, a form of the income approach. Discount rates were determined considering market rates at which similar instruments would be sold to third parties.

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. Classification indicates 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.

As of December 31, 2010, we saw significant improvements in the market value of our portfolio holdings driven by stabilization of the financial markets and reduced risk premiums as compared to 2009. The decrease in the amount of Level 3 securities reflected continued run-off of the securities, the liquidation of our CMBS and MBS securities, and improvement in pricing consistency.

Loans Held For Sale

Loans held for sale are carried at the lower of aggregate cost, net of deferred fees, deferred origination costs and effects of hedge accounting, or fair value. The fair value of loans held for sale is determined using current secondary market prices for portfolios with similar characteristics. The carrying amounts as of December 31, 2010 and 2009 approximate 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 increase in fair value above carrying amount at December 31, 2010 was primarily due to a tightening of liquidity spreads and improved credit performance noted in our credit card, auto and commercial loan portfolios.

Commercial loans are considered impaired when it is probable that all amounts due in accordance with the contractual terms will not be collected. From time to time, we record nonrecurring fair value adjustments to reflect the fair value of the loan’s collateral. See table of assets and liabilities measured at fair value on a nonrecurring basis above.

Interest Receivable

The carrying amount of interest receivable approximates the fair value of this asset due to its relatively short-term nature.

Accounts Receivable from Securitizations

Accounts receivable from securitizations include the interest-only strip, retained notes accrued interest receivable, cash reserve accounts and cash spread accounts for those securitization structures achieving off-balance sheet treatment. Refer to “Note 7—Variable Interest Entities and Securitizations” for discussion regarding the adoption of the new accounting consolidation standards on January 1, 2010. We use a valuation model that calculates the present value of estimated future cash flows. The model incorporates our estimate of assumptions market participants use in determining fair value, including estimates of payment rates, defaults, and discount rates including adjustments for liquidity, and contractual interest and fees. Other retained interests related to securitizations are carried at cost, which approximates fair value. The valuation technique for these securities is discussed in more detail in “Note 7—Variable Interest Entities and Securitizations.”

Derivative Assets

Most of our derivatives are not exchange traded, but instead traded in over the counter markets where quoted market prices are not readily available. The fair value derived for those derivatives using models that use primarily market observable inputs, such as interest rate yield curves, credit curves, option volatility and currency rates are classified as Level 2. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms do not correlate with market observable interest rate yield curves. The impact of counterparty non-performance risk is considered when measuring the fair value of derivative assets. 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

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 spreads, 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. The valuation technique for these securities is discussed in more detail in “Note 8—Goodwill and Other Intangible Assets.”

Financial liabilities

Interest Bearing Deposits

The fair value of other 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.

Non-Interest Bearing Deposits

The carrying amount of non-interest bearing deposits approximates fair value.

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.

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.

Other Borrowings

The carrying amount of federal funds purchased and repurchase agreements, FHLB advances, and other short-term borrowings approximates fair value. The fair value of junior subordinated borrowings was estimated using the same methodology as described for senior and subordinated notes. The fair value of other borrowings was determined based on trade information for bonds with similar duration and credit quality, adjusted to incorporate any relevant credit information of the issuer. The increase in fair value of other borrowings above carrying values at December 31, 2010 was primarily due to interest rate spreads across the industry and the discounts in secondary trading activity exhibited in the junior subordinated borrowings during the second quarter of 2010.

Interest Payable

The carrying amount of interest payable approximates the fair value of this liability due to its relatively short-term nature.

Derivative Liabilities

Most of our derivatives are not exchange traded, but instead traded in over the counter markets where quoted market prices are not readily available. The fair value of those derivatives, derived using models that use primarily market observable inputs, such as interest rate yield curves, credit curves, option volatility and currency rates, are classified as Level 2. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms do not correlate with market observable interest rate yield curves. The impact of counterparty non-performance risk is considered when measuring the fair value of derivative assets. These derivatives are included in other liabilities on the consolidated balance sheets.

Commitments to extend credit and letters of credit

These financial instruments are generally not sold or traded. The fair value of the financial guarantees outstanding and included in other liabilities as of December 31, 2010 and 2009 that have been issued since January 1, 2003 was $3 million. The estimated fair values of extensions of credit and letters of credit are not readily available. However, the fair value of commitments to extend credit and letters of credit is based on fees currently charged to enter into similar agreements with comparable credit risks and the current creditworthiness of the counterparties. Commitments to extend credit issued by us are generally short-term in nature and, if drawn upon, are issued under current market terms and conditions for credits with comparable risks. At December 31, 2010 and 2009, there was no material unrealized appreciation or depreciation on these financial instruments.

Business Segments

12 Months Ended

Dec. 31, 2010

Business Segments

NOTE 20—BUSINESS SEGMENTS

Segment Description

Our principal operations are currently organized into three primary business segments, which are defined 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 are included in the “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 consumer and small businesses, national deposit gathering, national automobile 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 middle market customers.

Other Category: 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. Accordingly, net 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 (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; provisions 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.

Basis of Presentation

We report the financial results of our business segments on a continuing operations basis. See “Note 3—Discontinued Operations” for a discussion of discontinued operations. The results of our individual businesses, which are prepared on an internal management accounting and reporting basis, reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. 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 GAAP. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the managed basis 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 GAAP.

Prior to January 1, 2010, our managed-basis presentation assumed that our securitized loans had not been sold and that the earnings from securitized loans were classified in our results of operations in the same manner as the earnings on loans that we owned. Our managed results also reflected differences in accounting for the valuation of retained interests and the recognition of gains and losses on the sale of interest-only strips. Our managed results did not include the addition of an allowance for loan and lease losses for the loans underlying our off-balance sheet securitization trusts. The adoption on January 1, 2010 of the new consolidation accounting standards resulted in accounting for the loans in our securitization trusts in our reported financial statements in a manner similar to how we account for these loans on a managed basis. As a result, our total reported and managed basis presentations are generally comparable for periods beginning after January 1, 2010.

Business Segment Reporting Methodology

The results of our business segments are intended to reflect each segment as if it were a stand-alone business. We have developed allocation methods for use in our internal management accounting and reporting process to assign certain managed balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. These allocation methods include funds transfer pricing and various other internally-developed methodologies and assumptions management believes are appropriate to reflect the results of each business segment. Due to the integrated nature of our business segments, estimates and judgments have been made in allocating certain revenue and expense items. Transactions between segments are based on specific criteria or approximate third-party rates. We regularly assess the assumptions, methodologies and reporting classifications used for segment reporting, which may result in the implementation of refinements or changes in future periods.

Following is a description of the principles and methodologies used in preparing our business segment results.

Net interest income: Interest income from loans held for investment and interest expense from deposits and other interest-bearing liabilities are reflected within each applicable business segment. Because funding and asset/liability management are managed centrally by our Corporate Treasury Group, net interest income for our business segments also includes the results of a funds transfer pricing process that is intended to allocate a cost of funds used or credit for funds provided to all business segment assets and liabilities, respectively, using a matched funding concept. Also, taxable-equivalent benefit of tax-exempt products is allocated to each business unit with a corresponding increase in income tax expense.

·	Non-interest income: Non-interest fees and other revenue associated with loans or customers managed by each business segment and other direct revenues are accounted for within each business segment.

·	Provision for loan and lease losses: The provisions for loan and lease losses are directly attributable to the business segment in which the loans are managed.

Non-interest expense: Non-interest expenses directly managed and incurred by a business segment are accounted for within each business segment. We allocate certain non-interest expenses indirectly incurred by business segments, such as corporate support functions, to each business segment based on various factors, including the actual cost of the services from the service providers, the utilization of the services, the number of employees or other relevant factors.

·	Goodwill and other intangible assets: Goodwill and other intangible assets are assigned to business segments based on the relative fair value of each segment. Intangible amortization is included in the results of the applicable segment.

·	Income taxes: Income taxes are assessed for each business segment based on a standard tax rate with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in the Other category.

·	Loans held for investment: Loans are reported within each business segment based on product or customer type.

·	Deposits: Deposits are reported within each business segment based on product or customer type.

Segment Results and Reconciliation

The following tables provide a summary of our business segment results for the years ended December 31, 2010, 2009 and 2008 and selected balance sheet data as of December 31, 2010 and 2009. Total consolidated assets are not allocated among our business segments in the information that is reviewed by our chief operating decision maker. The total of our business segment results and “Other” category, or “Total Managed,” differs from our total consolidated reported results. The impact of these differences is reflected in the “Securitization Adjustments” category. The securitization adjustments remove the impact of presenting off-balance sheet securitized loans in our business segment results in the same manner as on-balance sheet loans to reconcile to our total consolidated reported results.

We may periodically change our business segments or reclassify business segment results based on modifications to our management reporting methodologies and changes in organizational alignment.

	Year Ended December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other(1)			Total Managed		Securitization Adjustments(1)			Total Reported
Net interest income (expense)	$	7,894	$	3,727	$	1,292	$	(452	)	$	12,461	$	(4	)	$	12,457
Non-interest income (expense)		2,720		870		181		(55	)		3,716		(2	)		3,714
Total revenue		10,614		4,597		1,473		(507	)		16,177		(6	)		16,171
Provision for loan and lease losses		3,188		241		429		55			3,913		(6	)		3,907
Non-interest expense:
Core deposit intangible amortization		0		144		55		0			199		0			199
Other non-interest expense		3,951		2,806		741		237			7,735		0			7,735
Total non-interest expense		3,951		2,950		796		237			7,934		0			7,934
Income (loss) from continuing operations before income taxes		3,475		1,406		248		(799	)		4,330		0			4,330
Income tax provision (benefit)		1,201		501		88		(510	)		1,280		0			1,280
Income (loss) from continuing operations, net of tax	$	2,274	$	905	$	160	$	(289	)	$	3,050	$	0		$	3,050

	Year Ended December 31, 2009
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Securitization Adjustments(1)			Total Reported
Net interest income	$	7,542	$	3,231	$	1,144		$	172		$	12,089	$	(4,392	)	$	7,697
Non-interest income		3,747		755		172			73			4,747		539			5,286
Total revenue		11,289		3,986		1,316			245			16,836		(3,853	)		12,983
Provision for loan and lease losses		6,051		876		983			173			8,083		(3,853	)		4,230
Non-interest expense:
Restructuring expense(3)		0		0		0			119			119		0			119
Core deposit intangible amortization		0		169		43			0			212		0			212
Other non-interest expense		3,738		2,565		618			165			7,086		0			7,086
Total non-interest expense		3,738		2,734		661			284			7,417		0			7,417
Income (loss) from continuing operations before income taxes		1,500		376		(328	)		(212	)		1,336		0			1,336
Income tax provision (benefit)		522		132		(115	)		(190	)		349		0			349
Income (loss) from continuing operations, net of tax	$	978	$	244	$	(213	)	$	(22	)	$	987	$	0		$	987

	Year Ended December 31, 2008
(Dollars in millions)	Credit Card		Consumer Banking			Commercial Banking		Other			Total Managed		Securitization Adjustments(2)			Total Reported
Net interest income	$	7,464	$	2,988		$	962	$	8		$	11,422	$	(4,273	)	$	7,149
Non-interest income		4,678		729			144		(134	)		5,417		1,327			6,744
Total revenue		12,142		3,717			1,106		(126	)		16,839		(2,946	)		13,893
Provision for loan and lease losses		6,108		1,534			234		171			8,047		(2,946	)		5,101
Non-interest expense:
Restructuring expense(3)		0		0			0		134			134		0			134
Goodwill impairment		0		811			0		0			811		0			811
Other non-interest expense		4,393		2,453			481		(62	)		7,265		0			7,265
Total non-interest expense		4,393		3,264			481		72			8,210		0			8,210
Income (loss) from continuing operations before income taxes		1,641		(1,081	)		391		(369	)		582		0			582
Income tax provision (benefit)		574		(101	)		137		(113	)		497		0			497
Income (loss) from continuing operations, net of tax	$	1,067	$	(980	)	$	254	$	(256	)	$	85	$	0		$	85

_______________

(1)

The significant increase in the loss from continuing operations reported in the “Other” category in 2010 compared to 2009 was primarily attributable to an increase in the provision for repurchase losses, an increase in the residual expense from our funds transfer pricing allocation process and a reduced benefit from the sale of securities.

(2)

Reflects the impact of adjustments to reconcile our total business segment results, which are presented on a managed basis, to our reported GAAP results. These adjustments primarily consist of: (i) the reclassification of finance charges, past due fees, other interest income and interest expense amounts included in non-interest income for management reporting purposes to net interest income for GAAP reporting purposes and (ii) the reclassification of net charge-offs included in non-interest income for management reporting purposes to the provision for loan and lease losses for GAAP reporting purposes.

(3)	In 2009, we completed the restructuring of our operations, which was initiated in 2007 to reduce expenses and improve our competitive cost position.

	December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Total Managed		Securitization Adjustments(1)		Total Reported
Loans held for investment	$	61,371	$	34,383	$	29,742	$	451	$	125,947	$	0	$	125,947
Total deposits		0		82,959		22,630		16,621		122,210		0		122,210

	December 31, 2009
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Total Managed		Securitization Adjustments(1)			Total Reported
Loans held for investment	$	68,524	$	38,214	$	29,613	$	452	$	136,803	$	(46,184	)	$	90,619
Total deposits		0		74,145		20,480		21,184		115,809		0			115,809

_______________

(1)

Reflects the impact of adjustments to reconcile amounts presented on a managed basis to amounts reported in our consolidated balance sheets. These adjustments primarily consist of the elimination from total managed loans held for investment credit card loans that have been securitized and accounted for as off-balance sheet transactions in accordance with GAAP to reconcile to our reported loans held for investment.

Commitments, Contingencies and Guarantees

12 Months Ended

Dec. 31, 2010

COMMITMENTS, CONTINGENCIES AND GUARANTEES

NOTE 21—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 contractual amounts of standby letters of credit and commercial letters of credit of $1.8 billion at December 31, 2010. As of December 31, 2010, financial guarantees had expiration dates ranging from 2011 to 2016. The fair value of the guarantees outstanding at December 31, 2010 that have been issued since January 1, 2003, was $3 million and was included in other liabilities.

Chevy Chase Bank Acquisition

On February 27, 2009, we acquired all of the outstanding common stock of Chevy Chase Bank in exchange for our common stock and cash. In addition, to the extent that losses on certain of Chevy Chase Bank’s home loans are less than the level reflected in the net credit mark estimated at the time the deal was signed, we are obligated to share a portion of the benefit with the former Chevy Chase Bank common stockholders (the “earn-out”). The maximum payment under the earn-out is $300 million and would occur after December 31, 2013. As of December 31, 2010, we have not recognized a liability with the earn-out based on our expectation of credit losses on the portfolio.

Potential Mortgage Representation & Warranty Liabilities

In recent years, 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 Chevy Chase Bank, 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 then 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 a cash payment to make an investor whole on losses or to settle repurchase claims. 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. In some cases, the amount of such losses could exceed the repurchase amount of the related loans.

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.

The following table sets forth the original principal balance of mortgage loan originations by vintage for the three general categories of purchasers of mortgage loans:

Original Principal Balance of Mortgage Loans Originated and Sold to Third Parties Based on Category of Purchaser

(Dollars in billions)	2005		2006		2007		2008		Total

Government sponsored enterprises (“GSEs”)(1)	$	3	$	3	$	4	$	1	$	11
Insured Securitizations		9		8		1		0		18
Uninsured Securitizations and Other		33		30		16		3		82
Total	$	45	$	41	$	21	$	4	$	111

_______________

(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 $18 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 $13 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 $5 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 the $82 billion in original principal balance of mortgage loans not sold directly to GSEs or placed in Insured Securitizations. We have determined from third-party databases that about $39 billion original principal balance of these mortgage loans are currently held by private-label publicly issued securitizations not supported by bond insurance (“Uninsured Securitizations”). 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 direct 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. An additional approximately $30 billion original principal balance of mortgage loans were initially sold to private investors as whole loans. Of this amount, we believe approximately $10 billion original principal balance of mortgage loans were ultimately purchased by GSEs. For purposes of our reserves-setting process, we consider these loans to be private-label loans rather than GSE loans. We do not have information about the current holders or disposition of the remaining $13 billion original principal balance 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 $45 billion in unpaid principal balance remains outstanding, approximately $12 billion in losses have been realized, and approximately $13 billion in unpaid principal balance is at least 90 days delinquent. 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 of these mortgage loans, but these amounts reflect our best estimates based on available data, including extrapolated estimates for the $13 billion original principal balance of mortgage loans about which we do not have information about the current holders. These estimates could change as we get additional data or refine our analysis.

As of December 31, 2010, the subsidiaries had open repurchase requests relating to approximately $1.6 billion original principal balance of mortgage loans as compared with $1.0 billion as of December 31, 2009.

Over the last year, the vast majority of new repurchase demands received and, as discussed below, almost all of our $816 million reserves, relate to the $24 billion of original principal balance of mortgage loans originally sold to the GSEs or to Active Insured Securitizations. 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 tables set forth information on pending repurchase requests by counterparty category and timing of initial repurchase request:

Open Pipeline All Vintages (all entities) (1)

(Dollars in millions) (All amounts are Original Principal Balance)	Open Claims at 12/31/09		Gross New Demands Received in 2010		Loans Repurchased/Made Whole in 2010(2)			Demands Rescinded in 2010(2)			Open Claims at 12/31/10

GSEs	$	61	$	204	$	(52	)	$	(87	)	$	126
Insured Securitizations		366		645		(179	)		0			832
Uninsured Securitizations and Others		588		104		(5	)		(22	)		665
Total	$	1,015	$	953	$	(236	)	$	(109	)	$	1,623

(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. Moreover, repurchase requests submitted by parties without contractual standing to pursue repurchase requests are included within the open pipeline unless the requesting party has formally rescinded its repurchase request. 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)	Activity in 2010 relates to repurchase demands from all years.

We have established representation and warranty reserves for losses that we consider to be both probable and reasonably estimable associated with the mortgage loans sold by each subsidiary, including both litigation and non-litigation liabilities. These reserves are reported in our consolidated balance sheets as a component of other liabilities. The reserve-setting process relies heavily on estimates, which are inherently uncertain, and requires the application of judgment. We evaluate these estimates on a quarterly basis. We build our representation and warranty reserves through the provision for repurchase losses, which we report in our consolidated statements of income as a component of non-interest income for loans originated and sold by Chevy Chase Bank and Capital One Home Loans and as a component of discontinued operations for loans originated and sold by GreenPoint. In establishing the representation and warranty reserves, we consider a variety of factors depending on the category of purchaser.

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 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 also 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. The GSEs have stronger contractual rights than non-GSE counterparties because GSE contracts typically do not contain prompt notice requirements for repurchase requests or materiality qualifications to the representations and warranties. Moreover, although we often disagree with the GSEs about the validity of their repurchase requests, we have established a negotiation pattern whereby the GSEs and our subsidiaries continually negotiate around individual repurchase requests, leading to the GSEs rescinding some repurchase requests and our subsidiaries agreeing in some cases to repurchase some loans or make the GSEs whole with respect to losses. Our lifetime representation and warranty reserves with respect to GSE loans are grounded in this history.

For the $13 billion original principal balance in Active Insured Securitizations, our reserving approach also 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 for a valid repurchase request have been satisfied, typically, for example, that the counterparty promptly notify us upon discovery of any breach and that any breach materially and adversely affect the value of the mortgage loan at issue. In response to these requests for supporting documentation, monoline bond insurers typically initiate litigation. Accordingly, our reserves for the Active Insured Securitization category 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 current and future 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. Our estimated legal liability for each securitization within this category assumes that we will be responsible for only a portion of the losses inherent in each securitization. Our litigation reserves with respect to both the U.S. Bank Lawsuit and the DBSP Lawsuit, in each case as discussed below, are contained within the Active Insured Securitization reserve category. Further, our litigation reserves with respect to indemnification risks from certain representation and warranty lawsuits brought by monoline bond insurers against third-party securitizations sponsors, where GreenPoint provided some or all of the mortgage collateral within the securitization but is not a defendant in the litigation, are also contained within this category.

For the $5 billion original principal balance of mortgage loans in the Inactive Insured Securitizations category and the $82 billion original principal balance of mortgage loans in the Uninsured Securitizations and other whole loans sales category, we establish reserves by relying on our historical repurchase rates to estimate repurchase liabilities for these categories over the next twelve (12) months. We do not believe we can estimate repurchase liability for these categories for a period longer than 12 months because of the relatively sporadic nature of repurchase requests from these categories. Although we have not seen any significant activity from new counterparties from these categories, there has been a recent uptick in negotiation intensity from some counterparties who had submitted repurchase claims in earlier quarters with respect to whole loans. In addition, some Uninsured Securitization investors from this category have not made repurchase requests or filed representation and warranty lawsuits, but instead have filed class actions under federal and state securities laws against investment banks and securitization sponsors. Although we face some indemnity risks from these litigations, we have not established reserves with respect to these indemnity risks because we do not consider them to be both probable and reasonably estimable liabilities.

The aggregate reserves for all three subsidiaries were $816 million as of December 31, 2010 as compared with $238 million as of December 31, 2009. We recorded a total provision for repurchase losses for our representation and warranty repurchase exposure of $636 million for the year ended December 31, 2010. During 2010, we had settlements of repurchase requests totaling $58 million that were charged against the reserve. The table below summarizes changes in our representation and warranty reserves for the twelve months ended December 31, 2010 and 2009.

Changes in Representation and Warranty Reserves

	Year Ended December 31,
(Dollars in millions)	2010			2009
Representation and warranty repurchase reserve, beginning of period(1)	$	238		$	140
Provision for repurchase losses(2)		636	(3)		181
Net realized losses		(58	)		(83	)
Representation and warranty repurchase reserve, end of period(1)	$	816		$	238

_______________

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

(2)

The portion of the provision for mortgage repurchase claims recognized in our consolidated statements of income as a component of non-interest income totaled $204 million and $19 million for the twelve months ended December 31, 2010 and 2009. The portion of the provision for mortgage repurchase claims recognized in our consolidated statements of income as a component of discontinued operations totaled $432 million and $162 million, pre-tax, for the twelve months ended December 31, 2010 and 2009.

(3)

Includes increases to the representation and warranty reserves in the first and second quarter of 2010 due primarily to counterparty activity and our ability to extend the timeframe over which we estimate our repurchase liability for mortgage loans sold by our subsidiaries to GSEs and those mortgage loans placed into Active Insured Securitizations for the full life of the mortgage loans sold by our subsidiaries for groups of loans for which we believe repurchases are probable. More specifically, of the $636 million increase in representation and warranty reserves for the twelve months ended December 31, 2010, approximately $407 million resulted from our ability to extend repurchase liability estimates to the life of the loan effective in the second quarter of 2010. The remaining $229 million related primarily to changing counterparty activity in the form of updated estimates around active and probable litigation, most of which occurred in the first quarter of 2010.

As indicated in the table below, almost all of the reserves relate to the $11 billion in original principal balance of mortgage loans sold directly to the GSEs and to the $13 billion in mortgage loans sold to purchasers who placed them into Active Insured Securitizations.

Allocation of Representation and Warranty Reserves

			December 31, 2010
(Dollars in millions, except for loans sold)	Loans Sold 2005 to 2008(1)		Reserve Liability
GSEs and Active Insured Securitizations	$	24	$	796
Inactive Insured Securitizations and Others		87		20
Total	$	111	$	816

______________

(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.

The adequacy of the reserves and the ultimate amount of losses incurred by our subsidiaries will depend on, among other things, actual future mortgage loan performance, the actual level of future repurchase and indemnification requests (including the extent, if any, to which Inactive Insured Securitizations and other currently inactive investors ultimately assert claims), the actual success rates of claimants, developments in litigation, actual recoveries on the collateral and macroeconomic conditions (including unemployment levels and housing prices).

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 arise to the level of being both probable and reasonably estimable outcomes that would justify an incremental reserve accrual under applicable accounting standards. We believe that the upper end of the reasonably possible future losses from representation and warranty claims beyond the current accrual levels, including reasonably possible future losses relating to the US Bank Litigation and DBSP Litigation (see below), could be as high as $1.1 billion. Notwithstanding our attempt to estimate a reasonably possible amount of loss beyond our current accrual levels based on current information, it is possible that actual future losses will exceed both the current accrual level and the amount of reasonably possible losses estimated here. There is still significant uncertainty as to numerous factors that contribute to ultimate liability levels, including, but not limited to, litigation outcomes, future repurchase claims levels, ultimate repurchase success rates, and mortgage loan performance levels.

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.

The Banks are members of Visa U.S.A., Inc. (“Visa”). As members, our subsidiary banks have indemnification obligations to Visa with respect to final judgments and settlements of certain litigation against Visa. 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 the Company and its subsidiaries, 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. Fact and expert discovery have closed. The parties have briefed and presented oral argument on motions to dismiss and class certification and are awaiting decisions from the court.

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, 2010 and December 31, 2009 was zero. In January, 2011, we entered into a MasterCard Settlement and Judgment Sharing Agreement, along with other defendant banks, which apportions any costs and liabilities of any judgment or settlement arising from the Interchange Lawsuits.

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 the Company (the “In Re Late Fees Litigation”). 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 National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law, 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. In December 2010, the Ninth Circuit Court of Appeals entered an additional order continuing the stay of the matter pending the bankruptcy proceedings.

Between January and April 2010, eight substantially similar putative class actions were filed against COBNA and Capital One Services, LLC (“COSI”) challenging various marketing practices relating to the payment protection product: Blackie v. Capital One Bank, et al. (U.S. District Court for the Eastern District of Pennsylvania); Carr v. Capital One Bank, et al. (U.S. District Court for the District of New Jersey); McCoy v. Capital One Bank, et al. (U.S. District Court for the Southern District of California); Mitchell v. Capital One Bank, et al. (U.S. District Court for the Central District of California); Salazar v. Capital One Bank, et al. (U.S. District Court for the District of South Carolina); Smith v. Capital One Bank, et al. (U.S. District Court for the District of Arkansas); Sullivan v. Capital One Bank, et al, (U.S. District Court for the District of Connecticut); Watlington v. Capital One Bank, et al. (U.S. District Court for the Middle District of North Carolina) (collectively “The Payment Protection Class Actions”). The Payment Protection Class Actions seek a range of remedies, including compensatory damages, punitive damages, restitution, disgorgement, injunctive relief and attorneys’ fees. Each of these cases is in early stages. In addition, in September 2009, the U.S. District Court for the Middle District of Florida certified a statewide class action in Spinelli v. Capital One Bank, et al. with respect to the marketing of the payment protection product in Florida. In May 2010, the U.S. Court of Appeals for the Eleventh Circuit denied COBNA’s and COSI’s petition for interlocutory review of the class certification order, allowing the case to proceed toward the summary judgment stage. In May 2010, COBNA and COSI entered into a preliminary global settlement with the various putative class counsel in The Payment Protection Class Actions. In August 2010, the Florida federal court issued a preliminary approval order for the settlement. After hearings in November and December, 2010, the Florida federal court issued a final approval order for the settlement. We believe the total expected costs of the settlement will be within the non-material litigation reserve amount established in the second quarter of 2010, and as a result, we do not believe the amount necessary to resolve the litigation will be material to our financial conditions or results of operations.

In July 2010, the U.S. Court of Appeals for the Ninth Circuit reversed a dismissal entered in favor of COBNA in Rubio v. Capital One Bank, which was filed in the U.S. District Court for the Central District of California in 2007. The plaintiff in Rubio alleged in a putative class action that COBNA breached its contractual obligations and violated the Truth In Lending Act (the “TILA”) and California’s Unfair Competition Law (the “UCL”) when it raised interest rates on certain credit card accounts. The District Court granted COBNA’s motion to dismiss all claims as a matter of law prior to any discovery. On appeal, the Ninth Circuit reversed the District Court’s dismissal with respect to the TILA and UCL claims, remanding the case back to the District Court for further proceedings. The Ninth Circuit upheld the dismissal of the plaintiff's breach of contract claim, finding that COBNA was contractually allowed to increase interest rates. In September 2010, the Ninth Circuit denied COBNA’s Petition for Panel Rehearing and Rehearing En Banc. In January, 2011, COBNA filed a writ of certiorari with the United States Supreme Court, seeking leave to appeal the Ninth Circuit’s ruling.

The Capital One Bank Credit Card Interest Rate Multi-district Litigation matter involves similar issues as Rubio. This multi-district litigation matter was created as a result of a June 2010 transfer order issued by the United States Judicial Panel on Multidistrict 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 (the “TILA”), the California Consumers Legal Remedies Act, the California Unfair Competition Law, 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 parties are currently conducting discovery.

In January 2010, the West Virginia Attorney General filed suit against COBNA and various affiliates in Mason County, West Virginia, challenging numerous credit card practices under the West Virginia Consumer Credit and Protection Act. The West Virginia Attorney General seeks injunctive relief, consumer refunds, statutory damages, disgorgement, and attorneys’ fees. COBNA removed the case to the U.S. District Court for the Southern District of West Virginia and filed a motion to dismiss the complaint. In July 2010, the U.S. District Court for the Southern District of West Virginia remanded the case back to Mason County Circuit Court and denied the motion to dismiss as moot. In August 2010, we filed a motion to dismiss and a motion to stay discovery pending resolution of the motion to dismiss. In January 2011, the Court took our motion to dismiss under advisement, while permitting discovery to proceed.

On February 5, 2009, GreenPoint was named as a defendant in a lawsuit commenced in the Supreme Court of the State of New York, New York County, by U.S. Bank National Association, Syncora Guarantee Inc. (formerly known as XL Capital Assurance 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. Plaintiffs have alleged breaches of representations and warranties with respect to a limited number of specific mortgage loans. 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 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. In March 2010, GreenPoint 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. In April 2010, plaintiffs U.S. Bank, Syncora, and CIFG filed an amended complaint seeking, among other things, the repurchase remedies described above and indemnification for losses suffered by Syncora and CIFG. GreenPoint filed a motion to dismiss the amended complaint. On January 6, 2011, the Court instructed plaintiffs to seek leave of court to file an amended complaint supported by an evidentiary showing of merit. As noted above, GreenPoint has established reserves with respect to its probable and reasonably estimable legal liability from the U.S. Bank Lawsuit, which reserves are included within the overall representation and warranty reserve. Also as noted above, GreenPoint has exposure to loss in excess of the amount established within the overall representation and warranty reserve because GreenPoint has not established reserves with respect to the portfolio-wide repurchase claim on the basis that the claim is not considered probable and reasonably estimable. In the event GreenPoint is obligated to repurchase all 30,000 mortgage loans under the portfolio-wide repurchase claim, GreenPoint would incur the current and future economic losses inherent in the portfolio. With respect to the mortgage loan portfolio at issue in the U.S. Bank Litigation, we believe approximately $745 million of losses have been realized and approximately $437 million in mortgage loans are still outstanding, of which approximately $36 million are more than 90 days delinquent, including foreclosures and REO.

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 (the “Underlying Lawsuit”). DBSP purchased the HELOC loans from GreenPoint in 2006. The entire securitization is comprised of about 6,200 mortgage 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 motion is pending before the court. The parties are currently engaged in discovery. As noted above, GreenPoint has established reserves with respect to its estimated probable and reasonable estimable legal liability from the DBSP Litigation, which reserves are included within the overall representation and warranty reserve. Also as noted above, GreenPoint has not established a reserve with respect to any portfolio-wide repurchase claim, but in the event GreenPoint is obligated to indemnify for DBSP for the repurchase of all 6,200 mortgage loans, GreenPoint would incur the current and future economic losses inherent in the securitization. With respect to these loans, we believe approximately $128 million of losses have been realized and approximately $75 million in mortgage loans are still outstanding, of which approximately $4 million are more than 90 days delinquent, including foreclosures and REO.

Since July 2009, we have been providing documents and information in response to an inquiry by the Staff of the SEC. In the first quarter of 2010, the SEC issued a formal order of investigation with respect to this inquiry. Although the order, as is generally customary, authorizes a broader inquiry by the Staff, we believe that the investigation is focused largely on our method of determining the loan loss reserves for our auto finance business for certain quarterly periods in 2007. We are cooperating fully with the Staff’s investigation.

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 our 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 September 21, 2009, the Tax Court issued as decision in the case Capital One Financial Corporation and Subsidiaries v. Commissioner covering tax years 1995-1999, with both parties prevailing on certain issues. On July 6, 2010, we filed a motion to appeal certain issues upon which the IRS prevailed. The IRS chose not to appeal the issues upon which we prevailed resulting in a final resolution of those issues favorable to us. Although the final resolution of the remaining issues in the case is uncertain and involves unsettled areas of law, we accounted for this matter applying the recognition and measurement criteria required for accounting for uncertainty in income taxes.

For some of the matters disclosed above, we are able to determine estimates of potential future outcomes that 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 where an estimate is possible, excluding the reasonably possible future losses relating to the US Bank Litigation and the DBSP Litigation because reasonably possible losses with respect to those litigations are included within the range of reasonably possible representation and warranty liabilities discussed above, management currently estimates the aggregate high end of the range of possible loss is $73 million to $171 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 the our results of operations or cash flows for any particular reporting period.

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.

Significant Concentration of Credit Risk

12 Months Ended

Dec. 31, 2010

Significant Concentration of Credit Risk

NOTE 22—SIGNIFICANT CONCENTRATION OF CREDIT RISK

We are active in originating loans in the United States and internationally. International loans are originated in Canada and the United Kingdom. We review each potential customer’s credit application and evaluate the applicant’s financial history and ability and willingness to repay. Loans are made on an unsecured and secured basis. Certain commercial, small business, home loans and automobile loans require collateral in various forms including cash deposits, automobiles and real estate, as appropriate. We have higher concentrations of loans where the Commercial and Consumer Banking segments operate, the South and Northeast regions of the U.S. In particular, our commercial portfolio is concentrated in the New York metropolitan area. The regional economic conditions in the New York area affect the demand for our commercial products and services as well as the ability of our customers to repay their commercial loans and the value of the collateral securing these loans.

The following table presents the geographic distribution of our loan portfolio:

	December 31,
(Dollars in millions)	2010					2009
	Loans		Percentage of Total			Loans		Percentage of Total
Geographic Region:
International
U.K.	$	4,102		3.3	%	$	4,717		3 .4	%
Canada		3,420		2.7			3,507		2.6
Total International		7,522		6.0			8,224		6.0
Domestic
South		45,811		36.3			49,171		36.0
West		19,690		15.6			22,842		16.7
Midwest		16,562		13.2			17,973		13.1
Northeast		36,362		28.9			38,593		28.2
Total Domestic		118,425		94.0			128,579		94.0
		125,947		100	%		136,803		100.0	%

	December 31,
(Dollars in millions)	2010			2009
	Loans		Percentage of Total	Loans			Percentage of Total
Less securitization adjustments		0			(46,184	)
Total	$	125,947		$	90,619

Capital One Financial Corporation (Parent Company Only)

12 Months Ended

Dec. 31, 2010

Capital One Financial Corporation (Parent Company Only)

NOTE 23—CAPITAL ONE FINANCIAL CORPORATION (PARENT COMPANY ONLY)

Condensed Financial Information

The following Parent Company Only financial statements are provided in accordance with Regulation S-X of the Securities and Exchange Commission which requires all issuers or guarantors of registered securities to include separate annual financial statements.

	December 31,
(Dollars in millions)	2010			2009
Balance Sheets
Assets:
Cash and cash equivalents	$	5,482		$	6,466
Investment in subsidiaries		31,368			29,554
Loans to subsidiaries		336			500
Securities available for sale		7			7
Other		1,144			752
Total assets	$	38,337		$	37,279

Liabilities:
Senior and subordinated notes	$	6,223		$	6,049
Other borrowings		4,030			3,640
Other		1,543			1,000
Total liabilities		11,796			10,689
Stockholders’ Equity:
Common stock		5			5
Paid-in-capital, net		19,084			18,955
Retained earnings		10,406			10,727
Accumulated other comprehensive income		248			83
Less: Treasury stock, at cost		(3,202	)		(3,180	)
Stockholders’ equity		26,541			26,590
Total liabilities and stockholders’ equity	$	38,337		$	37,279

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Statements of Income
Interest from temporary investments	$	27		$	37		$	184
Interest expense		479			336			425
Dividends, principally from bank subsidiaries		1,200			500			1,547
Non-interest income		35			32			111
Non-interest expense		273			90			137
Income before income taxes and equity in undistributed earnings of subsidiaries		510			143			1,280
Income tax benefit		(221	)		(109	)		(94	)
Equity in undistributed earnings (loss) of subsidiaries		2,319			735			(1,289	)
Income from continuing operations, net of tax		3,050			987			85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)		2,743			884			(46	)
Preferred stock dividends		0			(564	)		(33	)
Net income (loss) available to common stockholders	$	2,743		$	320		$	(79	)

	December 31,
(Dollars in millions)	2010			2009			2008
Statements of Cash Flows
Operating Activities:
Net income (loss)	$	2,743		$	884		$	(46	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) loss of subsidiaries:
Continuing operations		(2,319	)		(735	)		1,289
Discontinued operations		307			103			131
Loss on sale of securities available for sale		0			0			9
Gain on repurchase of senior notes		0			0			(43	)
Amortization of discount of senior notes		0			0			3
Stock plan compensation expense		3			(6	)		59
(Increase) decrease in other assets		(3,261	)		(115	)		106
Increase (decrease) in other liabilities		543			(399	)		674
Net cash (used in) provided by operating activities		(1,984	)		(268	)		2,182
Investing Activities:
Decrease (increase) in investment in subsidiaries		433			(2,250	)		(1,385	)
Decrease in loans to subsidiaries		164			689			5,415
Net payment for companies acquired		0			31			0
Net cash provided by (used in) investing activities		597			(1,530	)		4,030
Financing Activities:
Increase (decrease) in borrowings from subsidiaries		390			1,988			(268	)
Issuance of senior notes		0			995			0
Maturities of senior notes		0			(1,030	)		(550	)
Repurchases of senior notes		0			0			(713	)
Dividends paid		(91	)		(319	)		(568	)
Purchases of treasury stock		(22	)		(14	)		(13	)
Net proceeds from issuances of common stock		30			1,536			772
Proceeds from stock-based payment activities		96			116			95
Net proceeds from issuance/redemption of preferred stock and warrants		0			(3,555	)		3,555
Net cash (used in) provided by financing activities		403			(283	)		2,310

	December 31,
(Dollars in millions)	2010			2009			2008

(Decrease) increase in cash and cash equivalents		(984	)		(2,081	)		8,522
Cash and cash equivalents at beginning of year		6,466			8,547			25
Cash and cash equivalents at end of year	$	5,482		$	6,466		$	8,547

International Operations

12 Months Ended

Dec. 31, 2010

International Activities

NOTE 24— INTERNATIONAL OPERATIONS

Our international activities are primarily performed through Capital One (Europe) plc, a subsidiary bank of COBNA that provides consumer lending in Europe, and Capital One Bank—Canada Branch, a foreign branch office of COBNA that provides consumer lending products in Canada. The total assets, revenue, income before income taxes and net income of the international operations are summarized below.

	December 31,
(Dollars in millions)	2010			2009			2008
Domestic
Total assets	$	188,397		$	165,840		$	161,666
Revenue (1)		14,816			12,282			12,961
Income from continuing operations before income taxes		3,804			1,231			529
Income tax provision		1,130			321			484
Income from continuing operations, net of tax		2,674			910			45
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)	$	2,367		$	807		$	(86	)

International
Total assets	$	9,106		$	3,806		$	4,247
Revenue (1)		1,355			701			932
Income before income taxes		526			105			53
Income tax provision		150			28			13
Net income	$	376		$	77		$	40

Total Operations
Total assets	$	197,503		$	169,646		$	165,913
Revenue (1)		16,171			12,983			13,893
Income from continuing operations before income taxes		4,330			1,336			582
Income tax provision		1,280			349			497
Income from continuing operations, net of tax		3,050			987			85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)	$	2,743		$	884		$	(46	)

_____________

(1)	Revenue is net interest income plus non-interest income.

We maintain our books and records on a legal entity basis for the preparation of financial statements in conformity with U.S. GAAP. Because certain international operations are integrated with many of our domestic operations, estimates and assumptions have been made to assign certain expense items between domestic and foreign operations.

Related Party Transactions

12 Months Ended

Dec. 31, 2010

Related Party Transactions

NOTE 25— RELATED PARTY TRANSACTIONS

In the ordinary course of business, we may have loans issued to our executive officers, directors, and principal stockholders, also known as Regulation O Insiders. Pursuant to our policy, such loans are issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectibility. At December 31, 2009, we determined that a commercial real estate loan with outstanding principal of $38 million, of which a director at the time was an indirect member of the borrowing group, was subject to doubt as to the ability of such borrowers to comply with the present loan repayment terms. On March 31, 2010, CONA sold the loan to a third party in an arms-length transaction for total proceeds of $35 million.

Signficant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2010

Principals of Consolidation

Principles of Consolidation

Voting Interest entities

Voting Interest Entities

Variable interest entities

Variable Interest Entities ("VIEs")

Resale and Repurchase Agreements

Cash and Cash Equivalents

Investment Securities

Investment securities - securities available for sale

Securities Available for Sale

Investment securities - securities held to maturity

Securities Held to Maturity

Loans

Loans Held for Investment

Loan modifications and restructurings

Loans Held for Sale

Loans acquired

Loans Acquired

Loan Modifications and Restructurings

Delinquent and nonperforming loans

Delinquent and Nonperforming Loans

Our policies for classifying loans as nonperforming, by loan category, are as follows:

�

�	Commercial loans: We classify commercial loans as nonperforming at the earlier of the date we determine that the collectability of interest or principal on the loan is not reasonably assured or in the period that the loan becomes 90 days past due.

�

Impaired loans

Impaired Loans

�	Credit card loans: Credit card loans that have been modified in a troubled debt restructuring are accounted for and reported as individually impaired.

�	Consumer loans: Consumer loans that have been modified in a troubled debt restructuring are accounted for and reported as individually impaired.

�	Commercial loans: Commercial loans classified as nonperforming and commercial loans that have been modified in a troubled debt restructuring are reported as impaired.

�	Purchased credit-impaired loans: We track and report PCI loans separately from other impaired loans.

Foreclosed property and repossessed assets

Charge-Offs

�

�	Commercial loans: We charge-off commercial loans in the period we determine that the unpaid principal loan amounts are uncollectible.

�

Foreclosed Property and Repossessed Assets

Allowance for loan and lease losses

Allowance for Loan and Lease Losses

Special purpose entities and variable interest entities

Special Purpose Entities and Variable Interest Entities

Below we present the impact on our January 1, 2010 consolidated balance sheet from the adoption of the new consolidation accounting standards:

(Dollars in millions)	January 1, 2010			VIE Consolidation Impact			December 31, 2009
Assets:
Cash and cash equivalents	$	12,683		$	3,998		$	8,685
Loans held for investment		138,184			47,565			90,619
Less: Allowance for loan and lease losses		(8,391	)		(4,264	)(1)		(4,127	)
Net loans held for investment		129,793			43,301			86,492
Accounts receivable from securitizations		166			(7,463	)		7,629
Other assets		68,869			2,029			66,840
Total assets	$	211,511		$	41,865		$	169,646

Liabilities:
Securitized debt obligations	$	48,300		$	44,346		$	3,954
Other liabilities		139,560			458			139,102
Total liabilities		187,860			44,804			143,056
Total stockholders' equity		23,651			(2,939	)(1)		26,590
Total liabilities and stockholders' equity	$	211,511		$	41,865		$	169,646

____________

(1)

�

�	Reclassification of $0.7 billion of net finance charge and fee receivables from accounts receivable from securitizations to loans held for investment.

�	Reclassification of $4.0 billion in accounts receivable from securitization to cash restricted for securitization investors.

�	Recording a $4.3 billion allowance for loan and lease losses for the newly consolidated loan receivables. Previously, the losses inherent in the off-balance sheet loans were captured as a reduction in the valuation of retained residual interests.

�	Recording derivative assets of $0.3 billion and derivative liabilities of $0.5 billion, representing the fair value of interest rate swaps and foreign currency derivatives entered into by the trusts.

�	Recording net deferred tax assets of $1.6 billion, largely related to establishing an allowance for loan and lease losses on the newly consolidated loan receivables.

	January 1, 2010			December 31, 2009			Change
Tier 1 capital		9.93	%		13.75	%		(3.82	)%
Total capital		17.58			17.70			(0.12	)
Tier 1 leverage		5.84			10.28			(4.44	)

Securitization of loans

Securitization of Loans

Goodwill and other intangible assets

Goodwill and Other Intangible Assets

Other Assets

Representation and warranty reserve

Mortgage Servicing Rights

Fair value

Fair Value

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.

Representation and Warranty Reserve

Rewards liability

Rewards Liability

Derivative instruments and hedging activities

Derivative Instruments and Hedging Activities

Revenue Recognition

Marketing Expense

Fraud Losses

Income Taxes

Signficant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2010

Financial impact of consolidation of variable interest entities

Below we present the impact on our January 1, 2010 consolidated balance sheet from the adoption of the new consolidation accounting standards:

(Dollars in millions)	January 1, 2010			VIE Consolidation Impact			December 31, 2009
Assets:
Cash and cash equivalents	$	12,683		$	3,998		$	8,685
Loans held for investment		138,184			47,565			90,619
Less: Allowance for loan and lease losses		(8,391	)		(4,264	)(1)		(4,127	)
Net loans held for investment		129,793			43,301			86,492
Accounts receivable from securitizations		166			(7,463	)		7,629
Other assets		68,869			2,029			66,840
Total assets	$	211,511		$	41,865		$	169,646

Liabilities:
Securitized debt obligations	$	48,300		$	44,346		$	3,954
Other liabilities		139,560			458			139,102
Total liabilities		187,860			44,804			143,056
Total stockholders' equity		23,651			(2,939	)(1)		26,590
Total liabilities and stockholders' equity	$	211,511		$	41,865		$	169,646

____________

(1)

Impact of new consolidation accounting standards on regulatory capital ratios

The table below summarizes the impact on certain regulatory capital ratios resulting from January 1, 2010 adoption of the new consolidation accounting standards:

	January 1, 2010			December 31, 2009			Change
Tier 1 capital		9.93	%		13.75	%		(3.82	)%
Total capital		17.58			17.70			(0.12	)
Tier 1 leverage		5.84			10.28			(4.44	)

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2010

Financials for Discontinued Operations

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

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Net interest income (expense)	$	(1	)	$	(2	)	$	7
Non-interest expense		(475	)		(157	)		(209	)
Income tax benefit		169			56			71
Loss from discontinued operations, net of taxes	$	(307	)	$	(103	)	$	(131	)

Investment Securities (Tables)

12 Months Ended

Dec. 31, 2010

Available for sale securities in a gross unrealized loss position

Investment securities

We did not have any securities classified as trading as of December 31, 2010 or 2009.

	December 31, 2010
(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	$	373	$	13	$	0		$	0		$	0		$	386
U.S. Agency debt obligations(3)		301		13		0			0			0			314
Collateralized mortgage obligations ("CMOs"):
Agency(4)		12,303		271		0			(8	)		(8	)		12,566
Non-agency		1,091		0		(59	)		(13	)		(72	)		1,019
Total CMOs		13,394		271		(59	)		(21	)		(80	)		13,585
Mortgage-backed securities ("MBS"):
Agency(4)		15,721		397		0			(135	)		(135	)		15,983
Non-agency		735		1		(46	)		(9	)		(55	)		681
Total MBS		16,456		398		(46	)		(144	)		(190	)		16,664
Asset-backed securities(5)		9,901		69		0			(4	)		(4	)		9,966
Other(6)		563		66		0			(7	)		(7	)		622
Total securities available for sale	$	40,988	$	830	$	(105	)	$	(176	)	$	(281	)	$	41,537
Securities held to maturity:
Total securities held to maturity(7)	$	0	$	0	$	0		$	0		$	0		$	0

	December 31, 2009
(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	$	379	$	13	$	0		$	0		$	0		$	392
U.S. Agency debt obligations(3)		455		22		0			0			0			477
Collateralized mortgage obligations ("CMOs"):
Agency(4)		8,174		173		0			(47	)		(47	)		8,300
Non-agency		1,608		0		(96	)		(174	)		(270	)		1,338
Total CMOs		9,782		173		(96	)		(221	)		(317	)		9,638
Mortgage-backed securities ("MBS"):
Agency(4)		19,429		466		0			(37	)		(37	)		19,858
Non-agency		1,011		0		(85	)		(100	)		(185	)		826
Total MBS		20,440		466		(85	)		(137	)		(222	)		20,684
Asset-backed securities(5)		7,043		154		0			(5	)		(5	)		7,192
Other(6)		440		12		0			(5	)		(5	)		447
Total securities available for sale	$	38,539	$	840	$	(181	)	$	(368	)	$	(549	)	$	38,830
Securities held to maturity:
Total securities held to maturity(7)	$	80	$	0	$	0		$	0		$	0		$	80

____________

(1)	Represents the amount of cumulative non-credit other-than-temporary impairment ("OTTI") losses recorded in AOCI on securities that also had credit impairments. 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)	Consists of debt securities issued by Fannie Mae and Freddie Mac with amortized costs of $200 million and $454 million, as of December 31, 2010 and 2009, respectively, and fair values of $213 million and $476 million, as of December 31, 2010 and 2009, respectively.

(4)

(5)

(6)	Consists of municipal securities and equity investments, primarily related to CRA activities.

(7)	Consists of negative amortization mortgage-backed securities.

	December 31, 2010
	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. Treasury debt obligations	$	0	$	0		$	0	$	0		$	0	$	0
U.S. Agency debt obligations(1)		0		0			0		0			0		0
CMOs:
Agency(2)		1,253		(7	)		279		(1	)		1,532		(8	)
Non-agency		17		0			976		(72	)		993		(72	)
Total CMOs		1,270		(7	)		1,255		(73	)		2,525		(80	)
MBS:
Agency(2)		5,318		(134	)		177		(1	)		5,495		(135	)
Non-agency		28		0			590		(55	)		618		(55	)
Total MBS		5,346		(134	)		767		(56	)		6,113		(190	)
Asset-backed securities		1,411		(2	)		33		(2	)		1,444		(4	)
Other		300		(1	)		80		(6	)		380		(7	)
Total securities available for sale in a gross unrealized loss position	$	8,327	$	(144	)	$	2,135	$	(137	)	$	10,462	$	(281	)

	December 31, 2009
	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. Treasury debt obligations	$	0	$	0		$	0	$	0		$	0	$	0
U.S. Agency debt obligations(1)		27		0			0		0			27		0
CMOs:
Agency(2)		2,188		(38	)		689		(9	)		2,877		(47	)
Non-agency		3		(1	)		1,313		(269	)		1,316		(270	)
Total CMOs		2,191		(39	)		2,002		(278	)		4,193		(317	)
MBS:
Agency(2)		2,520		(30	)		325		(7	)		2,845		(37	)
Non-agency		0		0			810		(185	)		810		(185	)
Total MBS		2,520		(30	)		1,135		(192	)		3,655		(222	)
Asset-backed securities		490		(1	)		56		(4	)		546		(5	)
Other		30		0			115		(5	)		145		(5	)
Total securities available for sale in a gross unrealized loss position	$	5,258	$	(70	)	$	3,308	$	(479	)	$	8,566	$	(549	)

____________

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

(2)	Consists of mortgage-related securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

Scheduled contractual maturities of investment securities

The following table summarizes the remaining scheduled contractual maturities, assuming no prepayments, of our investment securities as of December 31, 2010.

	December 31, 2010
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,963	$	2,980
Due after 1 year through 5 years		7,127		7,198
Due after 5 years through 10 years		1,100		1,129
Due after 10 years(1)		29,798		30,230
Total	$	40,988	$	41,537

____________

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

Expected maturities and weighted average yields of investment securities by major security type

Actual calls or prepayment rates may differ from our estimates, which may cause the actual maturities of our investment securities to differ from the expected maturities presented below.

	December 31, 2010
	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	$	260		1.55	%	$	126		4.27	%	$	0		0	%	$	0		0	%	$	386		2.39	%
U.S. Agency debt obligations(2)		172		4.62			142		4.56			0		0			0		0			314		4.59
CMOs:
Agency(3)		600		5.53			6,108		4.59			5,830		4.25			28		4.35			12,566		4.47
Non-agency		148		5.85			741		5.59			125		5.31			5		6.58			1,019		5.60
Total CMOs		748		5.60			6,849		4.71			5,955		4.27			33		4.65			13,585		4.57
MBS:
Agency(3)		54		5.06			3,722		5.02			11,067		4.41			1,140		4.24			15,983		4.54
Non-agency		0		0			385		5.88			296		6.03			0		0			681		5.95
Total MBS		54		5.06			4,107		5.11			11,363		4.46			1,140		4.24			16,664		4.60
Asset-backed securities		2,131		2.89			7,478		2.64			357		3.66			0		0			9,966		2.73
Other(4)		326		1.78			89		4.12			6		4.51			201		4.55			622		2.21
Total securities available for sale	$	3,691		3.35	%	$	18,791		3.96	%	$	17,681		4.38	%	$	1,374		4.28	%	$	41,537		4.09	%
Amortized cost of securities available for sale	$	3,666				$	18,463				$	17,511				$	1,348				$	40,988

____________

(1)	The weighted-average yield is computed using the expected maturity of each security weighted based on the amortized cost of each security.

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

(3)	Consists of mortgage-related securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

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

Credit ratings of non-agency CMO's, non-agency MBS and asset backed securities

The table below presents information on the credit ratings of our non-agency CMOs, non-agency MBS and asset-backed securities, which account for the substantial majority of the unrealized losses related to our investment securities portfolio as of December 31, 2010 and 2009.

	December 31,
	2010												2009
	% of Investment Securities Portfolio(1)			AAA			Other Investment Grade			Below Investment Grade or Not Rated			% of Investment Securities Portfolio(1)			AAA			Other Investment Grade			Below Investment Grade or Not Rated
Non-agency CMOs		3	%		1	%		11	%		88	%		4	%		2	%		24	%		74	%
Non-agency MBS		2			0			6			94			3			4			7			89
Asset-backed securities		24			90			10			0			18			84			16			0

______________

(1)	Calculated based on the amortized cost of the major security type presented divided by the amortized cost of our total investment securities portfolio as of the end of each period.

Other-than-temporary impairment losses on debt securities recognized in earnings

The following table summarizes other-than-temporary impairment losses on debt securities recognized in earnings in 2010, 2009 and 2008.

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Total OTTI losses	$	128		$	287		$	11
Less: Non-credit component of OTTI losses recorded in AOCI		(63	)		(255	)		0
Net OTTI losses recognized in earnings	$	65		$	32		$	11

Credit losses related to debt securities recognized in earnings

The table below presents activity related to credit losses on debt securities recognized in earnings for which a portion of the OTTI, the non-credit component, was recorded in AOCI.

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Beginning balance of credit losses	$	32	$	0	$	0
Additions for the credit component of OTTI on debt securities for which OTTI losses were not previously recognized(2)		12		25		0
Additions for the credit component of OTTI on debt securities for which OTTI losses were previously recognized		17		7		0
Reductions for securities for which the non-credit component previously recorded in AOCI was recognized in earnings because of our intent to sell the securities(1)		(12)		0		0
Ending balance of credit losses	$	49	$	32	$	0

_____________

(1)	We recognized $36 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2010. We did not recognize OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2009 and 2008.

(2)	Includes $4 million of OTTI recorded on held to maturity negative amortization bonds.

Changes in AOCI, net of taxes, related to available-for-sale securities

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Beginning balance AOCI related to securities available for sale, net of tax(1)	$	186		$	(725	)	$	14
Net unrealized holding gains (losses), net of tax(2)		221			861			(750	)
Net realized losses (gains) reclassified from AOCI into earnings, net of tax(3)		(38	)		50			11
Ending balance AOCI related to securities available for sale, net of tax	$	369		$	186		$	(725	)

______________

(1)	Net of tax benefit (expense) of $102 million, $(404) million and $7 million in 2010, 2009 and 2008, respectively.

(2)	Net of tax benefit (expense) of $122 million, $480 million and $(397) million in 2010, 2009 and 2008, respectively.

(3)	Net of tax (benefit) expense of $(21) million, $28 million and $6 million in 2010, 2009 and 2008, respectively.

Gross realized gains and losses on the sale and call of available-for-sale securities recognized in earnings

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Gross realized investment gains	$	141	$	231	$	15
Gross realized investment losses		0		(13)		(1)
Net realized gains	$	141	$	218	$	14
Total proceeds from sales	$	12,466	$	13,410	$	2,628

Loans (Tables) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

^[1]

$ 17,867

$ 18,186

12,103

14,893

4,413

5,135

34,383

38,214

Total consumer

^[2]

95,754

60,554

Domestic credit card loans

50,170

13,374

International credit card loans

7,513

2,229

Total credit card loans

57,683

15,603

Domestic installment loans

3,679

6,693

International installment loans

Total installment loans

3,688

6,737

$ 61,371

$ 22,340

Composition of Loans Held for Investment Portfolio

	December 31,
(Dollars in millions)	2010		2009(3)
Credit Card business:
Domestic credit card loans	$	50,170	$	13,374
International credit card loans		7,513		2,229
Total credit card loans		57,683		15,603
Domestic installment loans		3,679		6,693
International installment loans		9		44
Total installment loans		3,688		6,737
Total credit card		61,371		22,340
Consumer Banking business:
Automobile		17,867		18,186
Mortgage		12,103		14,893
Other retail		4,413		5,135
Total consumer banking		34,383		38,214
Total consumer(1)		95,754		60,554
Commercial Banking business:
Commercial and multifamily real estate(2)		13,396		13,843
Middle market		10,484		10,062
Specialty lending		4,020		3,555
Total commercial lending		27,900		27,460
Small-ticket commercial real estate		1,842		2,153
Total commercial banking		29,742		29,613
Other:
Other loans		451		452
Total loans	$	125,947	$	90,619

______________

(1)	Consumer loans consist of all of the loans in our Credit Card and Consumer Banking businesses.

(2)	Includes construction loans and land development loans totaling $2.4 billion and $2.5 billion as of December 31, 2010 and 2009, respectively.

(3)	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.

Loans Acquired in Acquisition

	At Acquisition on February 27, 2009
(Dollars in millions)	Total Acquired Loans			Purchased Credit-Impaired Loans			Non-Impaired Loans
Contractually required principal and interest at acquisition	$	15,387		$	12,039		$	3,348
Less: Nonaccretable difference (expected principal losses of $2,207 and foregone interest of $1,820)(1)		(4,027	)		(3,851	)		(176	)
Cash flows expected to be collected at acquisition(2)		11,360			8,188			3,172
Less: Accretable yield		(2,360	)		(1,861	)		(499	)
Fair value of loans acquired(3)	$	9,000		$	6,327		$	2,673

______________

(1)	Expected principal losses and foregone interest on purchased credit-impaired loans at acquisition totaled $2.1 billion and $1.8 billion, respectively. Expected principal losses and foregone interest on non-impaired loans at acquisition totaled $154 million and $23 million, respectively.

(2)	Represents undiscounted expected principal and interest cash flows at acquisition.

(3)	A portion of the loans acquired in connection with the Chevy Chase Bank acquisition was classified as held for sale. These loans, which had an estimated fair value at acquisition of $235 million, are not included in the above tables.

The table below presents the outstanding contractual balance and the carrying value of the Chevy Chase Bank acquired loans as of December 31, 2010 and 2009:

	December 31,
	2010						2009
(Dollars in millions)	Total Acquired Loans		Purchased Credit Impaired Loans		Non-Impaired Loans		Total Acquired Loans		Purchased Credit- Impaired Loans		Non-Impaired Loans
Contractual balance	$	7,054	$	5,546	$	1,508	$	9,264	$	7,114	$	2,150
Carrying value	$	5,554	$	4,165	$	1,389	$	7,251	$	5,256	$	1,995

The following table presents changes in the accretable yield related to the acquired Chevy Chase Bank loans:

(Dollars in millions)	Total Acquired Loans			Purchased Credit-Impaired Loans			Non- Impaired Loans
Accretable yield as of December 31, 2008	$	0		$	0		$	0
Additions from new acquisitions		2,360			1,861			499
Accretion recognized in earnings		(293	)		(119	)		(174	)
Accretable yield as of December 31, 2009		2,067			1,742			325
Accretion recognized in earnings		(405	)		(299	)		(106	)
Reclassifications from nonaccretable difference for loans with improvement in expected cash flows		350			311			39
Accretable yield as of December 31, 2010	$	2,012		$	1,754		$	258

Credit Card: Risk Profile by Geographic region and Delinquency Status

Credit Card: Risk Profile by Geographic Region and Delinquency Status

	December 31, 2010
(Dollars in millions)	Amount		% of Total(1)
Domestic:
California	$	6,242		10.2	%
Texas		3,633		5.9
New York		3,599		5.8
Florida		3,298		5.4
Illinois		2,403		3.9
Pennsylvania		2,389		3.9
Ohio		2,109		3.4
New Jersey		1,971		3.2
Michigan		1,716		2.8
Other		26,489		43.2
Total Domestic Card		53,849		87.7
International:
United Kingdom		4,102		6.7
Canada		3,420		5.6
Total International Card		7,522		12.3
Total Credit Card	$	61,371		100.0	%

Credit performance:
30+ day delinquencies(2)	$	2,632		4.29	%
90+ day delinquencies(2)		1,379		1.10
Net charge-offs(3)		5,499		8.79

_____________

(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 net charge-offs by average credit card loans held for investment during 2010.

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

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

	December 31, 2010
	Non-PCI Loans					PCI Loans					Total
(Dollars in millions)	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	3,161		9.2	%	$	0		0	%	$	3,161		9.2	%
California		1,412		4.1			0		0			1,412		4.1
Louisiana		1,334		3.9			0		0			1,334		3.9
Florida		954		2.8			0		0			954		2.8
Georgia		908		2.6			0		0			908		2.6
New York		894		2.6			0		0			894		2.6
Illinois		843		2.5			0		0			843		2.5
Other		8,361		24.3			0		0			8,361		24.3
Total auto	$	17,867		52.0	%	$	0		0	%	$	17,867		52.0	%

Home loan:
New York	$	2,092		6.1	%	$	289		0.8	%	$	2,381		6.9	%
California		971		2.8			1,344		3.9			2,315		6.7
Louisiana		1,834		5.4			2		0			1,836		5.4
Maryland		485		1.4			453		1.3			938		2.7
Virginia		292		0.8			517		1.6			809		2.4
New Jersey		432		1.3			266		0.7			698		2.0
Other		1,105		3.2			2,021		5.9			3,126		9.1
Total home loan	$	7,211		21.0	%	$	4,892		14.2	%	$	12,103		35.2	%

Retail banking:
Louisiana	$	1,754		5.1	%	$	0		0	%	$	1,754		5.1	%
Texas		1,125		3.3			0		0			1,125		3.3
New York		909		2.6			0		0			909		2.6
New Jersey		357		1.0			0		0			357		1.0
Maryland		58		0.2			31		0.1			89		0.3
Virginia		35		0.1			17		0.1			52		0.2
Other		73		0.2			54		0.1			127		0.3
Total retail banking	$	4,311		12.5	%	$	102		0.3	%	$	4,413		12.8	%
Total consumer banking	$	29,389		85.5	%	$	4,994		14.5	%	$	34,383		100.0	%

	December 31, 2010
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,453		4.23	%	$	504		1.47	%	$	93		0.27	%	$	2,050		5.96	%
90+ day delinquencies		99		0.29			395		1.15			40		0.11			534		1.54
Nonperforming loans		99		0.29			486		1.41			91		0.26			676		1.97
Net charge-offs		457		1.27			93		0.26			105		0.29			655		1.82

_____________

(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)

Home Loans: Risk Profile by Vintage, Geography, and Lien Priority

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

	December 31, 2010
	Non-PCI Loans					PCI Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)			Amount		% of Total(1)
Origination year:
< = 2005	$	4,581		37.9	%	$	2,164		17.8	%	$	6,745		55.7	%
2006		940		7.7			1,007		8.3			1,947		16.0
2007		691		5.7			1,377		11.4			2,068		17.1
2008		327		2.7			336		2.8			663		5.5
2009		299		2.5			8		0.1			307		2.6
2010		373		3.1			0		0.0			373		3.1
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Geographic concentration:(2)
New York	$	2,092		17.3	%	$	289		2.4	%	$	2,381		19.7	%
California		971		8.0			1,344		11.1			2,315		19.1
Louisiana		1,834		15.2			2		0.0			1,836		15.2
Maryland		485		4.0			453		3.7			938		7.7
Virginia		292		2.4			517		4.3			809		6.7
New Jersey		432		3.5			266		2.2			698		5.7
Texas		507		4.2			31		0.3			538		4.5
Florida		148		1.2			278		2.2			426		3.4
District of Columbia		103		0.9			128		1.1			231		2.0
Connecticut		110		0.9			83		0.7			193		1.6
Other		237		2.0			1,501		12.4			1,738		14.4
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Lien type:
1st lien	$	5,696		47.1	%	$	4,556		37.6	%	$	10,252		84.7	%
2nd lien		1,515		12.5			336		2.8			1,851		15.3
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%
Interest rate type:
Fixed rate	$	3,707		30.6	%	$	138		1.2	%	$	3,845		31.8	%
Adjustable rate		3,504		29.0			4,754		39.2			8,258		68.2
Total	$	7,211		59.6	%	$	4,892		40.4	%	$	12,103		100.0	%

_____________

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

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

Commercial: Risk Profile by Geographic region and Internal Risk Rating

Commercial: Risk Profile by Geographic Region and Internal Risk Rating(1)

	December 31, 2010
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total(2)			Middle Market		% of Total(2)			Specialty Lending		% of Total(2)			Small-ticket Commercial Real Estate		% of Total(2)			Total Commercial		% of Total(2)
Geographic concentration:(3)
Non-PCI loans:
Northeast	$	10,849		81.0	%	$	3,240		30.9	%	$	1,548		38.5	%	$	1,137		61.7	%	$	16,774		56.4	%
Mid-Atlantic		720		5.4			960		9.2			185		4.6			71		3.9			1,936		6.5
South		1,315		9.8			5,191		49.5			733		18.2			119		6.5			7,358		24.7
Other		234		1.8			811		7.7			1,554		38.7			515		27.9			3,114		10.5
Total non-PCI loans		13,118		98.0			10,202		97.3			4,020		100.0			1,842		100.0			29,182		98.1
PCI loans		278		2.0			282		2.7			0		0.0			0		0.0			560		1.9
Total	$	13,396		100.0	%	$	10,484		100.0	%	$	4,020		100.0	%	$	1,842		100.0	%	$	29,742		100.0	%
Internal risk rating:(4)
Non-PCI loans:
Noncriticized	$	11,611		86.7	%	$	9,445		90.1	%	$	3,897		96.9	%	$	1,710		92.8	%	$	26,663		89.6	%
Criticized performing		1,231		9.2			624		6.0			75		1.9			95		5.2			2,025		6.8
Criticized nonperforming		276		2.1			133		1.2			48		1.2			37		2.0			494		1.7
Total non-PCI loans		13,118		98.0			10,202		97.3			4,020		100.0			1,842		100.0			29,182		98.1

PCI loans:
Noncriticized	$	186		1.3	%	$	235		2.3	%	$	0		0.0	%	$	0		0.0	%	$	421		1.4	%
Criticized performing		92		0.7			47		0.4			0		0.0			0		0.0			139		0.5
Criticized nonperforming		0		0.0			0		0.0			0		0.0			0		0.0			0		0.0
Total PCI loans		278		2.0			282		2.7			0		0.0			0		0.0			560		1.9
Total	$	13,396		100.0	%	$	10,484		100.0	%	$	4,020		100.0	%	$	1,842		100.0	%	$	29,742		100.0	%

_____________

(1)	Amounts based on managed loans as of December 31, 2010.

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

(3)	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.

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

Aging of held for investment loans by portfolio segment and class

				December 31, 2010
(Dollars in millions)	Current			30-59 Days			60-89 Days			� 90 Days			Total Delinquent Loans			PCI Loans			Total Loans			� 90 Days and Accruing(1)			Nonperforming Loans(1)
Credit card:
Domestic	$	51,649		$	558		$	466		$	1,176		$	2,200		$	0		$	53,849		$	1,176		$	0
International		7,090			132			97			203			432			0			7,522			203			0
Total credit card		58,739			690			563			1,379			2,632			0			61,371			1,379			0
Consumer Banking:
Auto		16,414			952			402			99			1,453			0			17,867			0			99
Home loan		6,707			65			44			395			504			4,892			12,103			0			486
Retail banking		4,218			31			22			40			93			102			4,413			5			91
Total consumer banking		27,339			1,048			468			534			2,050			4,994			34,383			5			676
Commercial Banking:
Commercial and multifamily real estate		12,816			118			31			153			302			278			13,396			14			276
Middle market		10,113			34			5			50			89			282			10,484			0			133
Specialty lending		3,962			25			7			26			58			0			4,020			0			48
Total commercial lending		26,891			177			43			229			449			560			27,900			14			457
Small-ticket commercial real estate		1,711			74			24			33			131			0			1,842			0			38
Total commercial banking		28,602			251			67			262			580			560			29,742			14			495
Other:
Other loans		382			19			5			45			69			0			451			0			54
Total	$	115,062		$	2,008		$	1,103		$	2,220		$	5,331		$	5,554		$	125,947		$	1,398		$	1,225

% of Total loans		91.4	%		1.6	%		0.9	%		1.7	%		4.2	%		4.4	%		100.0	%		1.1	%		1.0	%

____________

(1)	Purchased credit-impaired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Impaired Loans, excluding purchased credit-impaired loans

The following table presents information about our impaired loans, excluding purchased credit-impaired loans, which are reported separately and discussed below:

	December 31, 2010
(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:
Domestic	$	753	$	0	$	753	$	253	$	500	$	739	$	644	$	76
International		160		0		160		133		27		154		128		0
Total credit card		913		0		913		386		527		893		772		76

Consumer:
Auto		0		0		0		0		0		0		0		0
Home loan		57		0		57		1		56		57		28		1
Retail banking		23		17		40		1		39		51		46		1
Total consumer		80		17		97		2		95		108		74		2

Commercial:
Commercial and multifamily real estate		40		283		323		6		317		436		385		4
Middle market		25		95		120		7		113		156		109		1
Specialty lending		1		20		21		0		21		22		35		0
Total commercial lending		66		398		464		13		451		614		529		5
Small-ticket commercial real estate		16		20		36		2		34		73		41		1
Total commercial		82		418		500		15		485		687		570		6
Other:
Other loans		0		0		0		0		0		0		0		0
Total	$	1,075	$	435	$	1,510	$	403	$	1,107	$	1,688	$	1,416	$	84

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	Consumer loans consist of all of the loans in our Credit Card and Consumer Banking businesses.

Allowance for Loan and Lease Losses (Tables)

12 Months Ended

Dec. 31, 2010

Summary of changes in the allowance for loan and lease losses

The table below summarizes changes in the allowance for loan and lease losses, by portfolio segment, for 2010 and 2009.

				Consumer																					Unfunded Lending
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other(1)			Total Allowance			Reserve Commercial		Combined Total
Balance as of December 31, 2008	$	2,737		$	1,102		$	61		$	151		$	1,314		$	301		$	172		$	4,524		0		4,524
Provision for loan and lease losses		2,198			435			198			223			856			919			172			4,145		85			4,230
Charge-offs		(3,334	)		(1,110	)		(87	)		(160	)		(1,357	)		(444	)		(207	)		(5,342	)	0			(5,342	)
Recoveries		499			238			3			22			263			10			2			774		0			774
Net charge-offs		(2,835	)		(872	)		(84	)		(138	)		(1,094	)		(434	)		(205	)		(4,568	)	0			4,568
Other changes(2)		26			0			0			0			0			(1	)		1			26		(85	)		(59	)
Balance as of December 31, 2009	$	2,126		$	665		$	175		$	236		$	1,076		$	785		$	140		$	4,127		0			4,127
Impact from January 1, 2010 adoption of new consolidation accounting standards(3)		4,244			0			73			0			73			0			0			4,317		0			4,317
Balance as of January 1, 2010		6,370			665			248			236			1,149			785			140			8,444		0			8,444
Provision for loan and lease losses		3,182			145			30			66			241			417			55			3,895		12			3,907
Charge-offs		(6,781	)		(672	)		(97	)		(129	)		(898	)		(444	)		(115	)		(8,238	)	0			(8,238	)
Recoveries		1,282			215			4			24			243			54			8			1,587		0			1,587
Net charge-offs		(5,499	)		(457	)		(93	)		(105	)		(655	)		(390	)		(107	)		(6,651	)	0			(6,651	)
Other changes(2)		(12	)		0			(73	)		13			(60	)		14			(2	)		(60	)	(12	)		(72	)
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628		0			5,628

_____________

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

(2)	Represents the net impact on the allowance and lease losses attributable to acquisitions, sales and other.

(3)

Represents the cumulative effect adjustment on the allowance for loan and lease losses from the January 1, 2010 adoption of the new consolidation accounting standards. Includes an adjustment of $53 million made in the second quarter of 2010 for the impact as of January 1, 2010 of impairment on consolidated loans accounted for as TDRs. See "Note 2-Acquisitions and Restructuring Activities."

Components of allowance for loan and lease losses by impairment methodology

	December 31, 2010
				Consumer
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other			Total
Allowance for loan and lease losses by impairment methodology:
Collectively evaluated for impairment	$	3,655		$	353		$	81		$	209		$	643		$	808		$	86		$	5,192
Individually evaluated for impairment		386			0			1			1			2			15			0			403
Purchased credit impaired loans		0			0			30			0			30			3			0			33
Total allowance for loan and lease losses	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628
Held-for-investment loans by impairment methodology:
Collectively evaluated for impairment	$	60,458		$	17,867		$	7,154		$	4,271		$	29,292		$	28,682		$	451		$	118,883
Individually evaluated for impairment		913			0			57			40			97			500			0			1,510
Purchased credit impaired loans		0			0			4,892			102			4,994			560			0			5,554
Total held-for-investment loans	$	61,371		$	17,867		$	12,103		$	4,413		$	34,383		$	29,742		$	451		$	125,947
Allowance as a percentage of period-end held-for-investment loans		6.58	%		1.98	%		0.93	%		4.76	%		1.96	%		2.78	%		19.07	%		4.47	%

Variable Interest Entities and Securitizations (Tables)

12 Months Ended

Dec. 31, 2010

Carrying Amount of Assets and Liabilities of Variable Interest Entities

	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets(1)		Carrying Amount of Liabilities(2)		Maximum Exposure to Loss(3)
VIEs, December 31, 2010
Securitization related VIEs
Credit card securitizations	$	53,694	$	25,622	$	0	$	0	$	0
Auto securitizations		1,784		1,518		0		0		0
Mortgage securitizations		0		0		174		37		297
Other securitizations		198		64		0		0		0
Total securitization related VIEs		55,676		27,204		174		37		297
Other VIEs
Affordable housing entities		0		0		1,681		304		1,681
Entities that provide capital to low-income and rural communities		230		0		6		3		6
Other		0		0		174		0		174
Total Other VIEs		230		0		1,861		307		1,861
Total VIEs	$	55,906	$	27,204	$	2,035	$	344	$	2,158
VIEs, December 31, 2009
Affordable housing entities	$	0	$	0	$	1,401	$	638	$	1,401
Entities that provide capital to low-income and rural communities		155		0		58		2		58
Other		0		0		203		0		203
Total VIEs	$	155	$	0	$	1,662	$	640	$	1,662

_____________

(1)

The carrying amount of assets of securitization related VIEs is comprised of retained interests reported as accounts receivable from securitizations and letters of credit related to manufactured housing securitizations, separately disclosed in the Accounts Receivable from Securitizations and Other Mortgage Securitizations sections of this Note, respectively. See "Note 8-Goodwill and Other Intangible Assets" for carrying value of mortgage servicing rights related to unconsolidated VIEs.

(2)

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

External debt and receivable balances of securitization programs, information regarding ongoing involvement in the structures, and any gains/losses recognized on transferred assets

	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Other Loan		Auto Loan		Option Arm		GreenPoint HELOCs		GreenPoint MFH
December 31, 2010
Securities held by external investors	$	25,415	$	48	$	1,453	$	1,311	$	284	$	1,501
Receivables in the trust		52,355		191		1,528		1,405		284		1,393
Cash balance of spread or reserve accounts		77		0		147		8		0		183
Gains/(losses) recognized on sales		0		0		0		0		0		0
Retained interests	Yes		Yes		Yes		Yes		Yes		Yes
Servicing retained	Yes		Yes		Yes		Yes(3)		Yes(3)		No
Amortization event	No		No		No		No		Yes(2)		No

December 31, 2009
Securities held by external investors	$	42,523	$	260	$	4,035	$	4,584	$	383	$	1,665
Receivables in the trust		45,778		406		4,166		4,642		383		1,672
Cash balance of spread or reserve accounts		161		0		281		9		0		204
Gains recognized on sales		2		39		0		0		0		0
Retained interests	Yes		Yes		Yes		Yes		Yes		Yes
Servicing retained	Yes		Yes		Yes		Yes(3)		Yes(3)		No
Amortization event	No		Yes(1)		No		No		Yes(2)		No

_____________

(1)	One installment loan program breached an amortization trigger in the first quarter of 2009 which moved the program from pro- rata to sequential amortization. We exercised our clean-up call option on this installment loan program on September 15, 2010.

(2)	See information below regarding on-going involvement in the GreenPoint Home Equity Line of Credit ("HELOC") securitizations.

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

Gain or loss in earnings from changes in the fair value of retained interests

The following table provides details of accounts receivable from securitizations as of December 31, 2010 and 2009:

	December 31,
	2010		2009
(Dollars in millions)	Mortgage (3)		Non-Mortgage (2)			Mortgage (3)			Total
Interest-only strip classified as trading	$	75	$	22		$	223		$	245
Retained interests classified as trading:
Retained notes		34		573			0			573
Cash collateral		8		138			3			141
Investor accrued interest receivable		0		898			0			898
Total retained interests classified as trading		42		1,609			3			1,612
Retained notes classified as available for sale		0		2,088			0			2,088
Other retained interests		3		0			12			12
Total retained residual interests		120		3,719			238			3,957
Payments due to investors for interest on the notes		0		(61	)		(1	)		(62	)
Collections on deposit for off-balance sheet securitizations (1)		0		3,233			0			3,233
Total accounts receivable from securitizations	$	120	$	6,891		$	237		$	7,128

_____________

(1)

(2)	As of December 31, 2009, non-mortgage related accounts receivable from securitizations includes credit card, installment loan and auto trusts.

(3)	The mortgage securitization transactions relate to the Chevy Chase Bank acquisition which occurred on February 27, 2009.

The table below displays the components of the net loss for each year.

	Year Ended December 31,
(Dollars in millions)	2010(1)			2009			2008
Interest only strip valuation changes	$	(6	)	$	(96	)	$	(225	)
Fair value adjustments related to spread accounts		5			3			(3	)
Fair value adjustments related to investors' accrued interest receivable		0			(11	)		0
Fair value adjustments related to retained subordinated notes		(18	)		(57	)		(32	)
Net loss recognized in earnings	$	(19	)	$	(161	)	$	(260	)

_____________

(1)

Key assumptions and sensitivities for non mortgage retained interests valuations

For the periods ending December 31, 2010 and 2009, the assumptions and sensitivities shown below included all credit card and installment loan securitizations.

	December 31,
	2010			2009
(Dollars in millions)	Mortgage Related (1)			Interest-only strip			Retained Interests			Mortgage Related (1)
Interest-only strip retained interests	$	136	(2)	$	22		$	3,697		$	226
Weighted average life for receivables (months)		60			7			7			41
Principal repayment rate (weighted average rate)		16.3 - 18.1	%		16	%		16	%		27.8	%
Impact on fair value of 10% adverse change	$	2		$	1		$	(5	)	$	(5	)
Impact on fair value of 20% adverse change		(6	)		2			(8	)		(9	)
Charge-off rate (weighted average rate)		N/A			10	%		10	%		N/A
Impact on fair value of 10% adverse change	$	N/A		$	(9	)	$	(6	)	$	N/A
Impact on fair value of 20% adverse change		N/A			(11	)		(12	)		N/A
Discount rate (weighted average rate)		25.2 - 42.2	%		12	%		8	%		11.5	%
Impact on fair value of 10% adverse change	$	(7	)	$	(1	)	$	(11	)	$	(6	)
Impact on fair value of 20% adverse change		(14	)		(2	)		(23	)		(12	)

_____________

(1)	Mortgage related retained interests were acquired in connection with the Chevy Chase Bank acquisition which occurred on February 27, 2009.

(2)	Does not include liquidity swap related to the negative amortization bonds of $19 million.

The following provides the details of the cash flow related to securitization transactions that qualified as off-balance sheet for the years ended December 31, 2010 and 2009:

	December 31,
(Dollars in millions)	2010		2009
Proceeds from new securitizations	$	0	$	12,068
Collections reinvested in revolving securitizations		N/A		70,896
Repurchases of accounts from the trust		0		9
Servicing fees received		14		879
Cash flows received on retained interests (1)		116		5,252

_____________

(1)

Supplemental loan information

	December 31,
(Dollars in millions)	2010		2009
Total principal amount of loans	$	1,396	$	4,642

Principal amount of loans past due 90 days or more	$	257	$	1,247

Net credit losses	$	136	$	217

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2010

Goodwill And Other Intangible Assets

The table below displays the components of goodwill and other intangible assets, including mortgage servicing rights, as of December 31, 2010 and 2009:

	December 31,
(Dollars in millions)	2010		2009
Goodwill	$	13,591	$	13,596
Other intangible assets:
Core deposit intangibles		650		849
Lease intangibles		26		31
Purchased credit card relationship intangible (1)		42		0
Trust intangibles		6		6
Other intangibles		9		20
Total other intangible assets		733		906
Total goodwill and other intangible assets	$	14,324	$	14,502
Mortgage servicing rights	$	141	$	240

_____________

(1)	Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.

Changes in the Fair Value of Mortgage Servicing Rights

The following table provides a summary of goodwill as of December 31, 2010 and 2009:

(Dollars in millions)
Total Company	National Lending		Local Banking		Credit Card			Consumer			Commercial		Other		Total
Balance as of December 31, 2009	$	0	$	0	$	4,693		$	4,585		$	4,318	$	0	$	13,596
Other adjustments		0		0		(3	)		(2	)		0		0		(5	)
Balance as of December 31, 2010	$	0	$	0	$	4,690		$	4,583		$	4,318	$	0	$	13,591

(Dollars in millions)
Total Company	National Lending			Local Banking			Credit Card		Consumer		Commercial			Other (1)			Total
Balance as of December 31, 2008	$	5,303		$	6,661		$	0	$	0	$	0		$	0		$	11,964
Other adjustments		9			0			1		0		(3	)		0			7
Acquisition		0			0			0		0		0			1,625			1,625
Segment reorganization		(5,312	)		(6,661	)		4,692		4,585		4,321			(1,625	)		0
Balance as of December 31, 2009	$	0		$	0		$	4,693	$	4,585	$	4,318		$	0		$	13,596

_____________

(1)	Goodwill attributed to the Chevy Chase Bank acquisition was initially recorded in the "Other" category until the segment reorganization.

The following table summarizes our intangible assets subject to amortization:

	December 31, 2010
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(912	)	$	650	7.0 years
Lease intangibles		54		(28	)		26	21.7 years
Purchased credit card relationship intangible (1)		47		(5	)		42	6.1 years
Trust intangibles		11		(5	)		6	12.9 years
Other intangibles		35		(26	)		9	3.3 years
Total	$	1,709	$	(976	)	$	733

	December 31, 2009
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(713	)	$	849	8.0 years
Lease intangibles		54		(23	)		31	22.7 years
Trust intangibles		11		(5	)		6	13.9 years
Other intangibles		35		(15	)		20	3.2 years
Total	$	1,662	$	(756	)	$	906

_____________

(1) Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.

Significant Assumptions Used in Estimating the Fair Value of MSRs

The significant assumptions used in estimating the fair value of the MSRs as of December 31, 2010 and 2009 were as follows:

	December 31,
	2010			2009

Weighted average prepayment rate (includes default rate)		14.25	%		17.61	%
Weighted average life (in years)		6.07			5.15
Discount rate		10.23	%		11.46	%

Intangibles assets subject to amortization

The following table summarizes our intangible assets subject to amortization:

	December 31, 2010
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(912	)	$	650	7.0 years
Lease intangibles		54		(28	)		26	21.7 years
Purchased credit card relationship intangible (1)		47		(5	)		42	6.1 years
Trust intangibles		11		(5	)		6	12.9 years
Other intangibles		35		(26	)		9	3.3 years
Total	$	1,709	$	(976	)	$	733

	December 31, 2009
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(713	)	$	849	8.0 years
Lease intangibles		54		(23	)		31	22.7 years
Trust intangibles		11		(5	)		6	13.9 years
Other intangibles		35		(15	)		20	3.2 years
Total	$	1,662	$	(756	)	$	906

_____________

(1) Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.

Estimated future amortization expense for intangible assets

The following table summarizes the estimated future amortization expense for intangible assets as of December 31, 2010:

(Dollars in millions)	Estimated Future Amortization Amounts
2011	$	196
2012		161
2013		130
2014		100
2015		71
Thereafter		75
Total	$	733

Premises, Equipment & Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2010

Premises & Equipment Useful Lives

Useful lives for premises and equipment are as follows:

Premises & Equipment		Useful Lives
Buildings and improvement		5-39 years
Furniture and equipment		3-10 years
Computers and software		3-7 years

Premises and Equipment

Premises and equipment were as follows:

	December 31,
(Dollars in millions)	2010			2009
Land	$	562		$	583
Buildings and improvements		1,948			1,836
Furniture and equipment		1,315			1,237
Computer software		921			922
In process		258			239
		5,004			4,817
Less: Accumulated depreciation and amortization		(2,255	)		(2,081	)
Total premises and equipment, net	$	2,749		$	2,736

Lease Commitments

Future minimum rental commitments as of December 31, 2010, for all non-cancelable operating leases with initial or remaining terms of one year or more are as follows:

(Dollars in millions)	Estimated Future Minimum Rental Commitments
2011	$	159
2012		152
2013		145
2014		135
2015		122
Thereafter		785
Total	$	1,498

Deposits and Borrowings (Tables)

12 Months Ended

Dec. 31, 2010

Deposits, short-term borrowings and long-term debt

	December 31,
	2010		2009
(Dollars in millions)
Deposits:
Non-interest bearing deposits	$	15,048	$	13,439
Interest-bearing deposits (1)		107,162		102,370
Total deposits	$	122,210	$	115,809

Short-term borrowings:
Senior and subordinated notes
Bank notes:
5.75% Senior Fixed Notes par value of $516,722 due 2010	$	0	$	517
9.25% Subordinated Fixed Notes par value of $150,000 due 2010		0		154
Fair value hedge-related basis adjustments		0		8
Corporation notes:
5.70% Senior Fixed Notes par value of $854,451 due 2011		854		0
Fair value hedge-related basis adjustments		30		0

Total senior and subordinated notes		884		679

Other borrowings
Secured borrowings (3)
Fixed, interest rates ranging from 3.20% to 5.76%, due 2011 to 2012		4,075		433
Variable, interest rates ranging from 0.27% to 2.62%, due 2011 to 2012		6,545		1,242
Total secured borrowings		10,620		1,675
FHLB advances (4)
Fixed, interest rates ranging from 2.69% to 7.22%, due 2010 to 2011		78		2,081

Federal funds purchased and resale agreements due 2011 (5)		1,517		1,140
Other short-term borrowings		7		1
Total other short-term borrowings		12,222		4,897
Total short-term borrowings	$	13,106	$	5,576
Long-term debt:
Senior and subordinated notes
Bank notes:
5.125% Senior Fixed Notes par value of $274,696 due 2014	$	275	$	275
6.50% Subordinated Fixed Notes par value of $500,000 due 2013		499		499
8.80% Subordinated Fixed Notes par value of $1,500,000 due 2019		1,500		1,500
Fair value hedge-related basis adjustments		154		43
Corporation notes:
5.70% Senior Fixed Notes par value of $854,451 due 2011		0		854
4.80% Senior Fixed Notes par value of $282,335 due 2012		282		282
6.25% Senior Fixed Notes par value of $277,665 due 2013		277		277
7.375% Senior Fixed Notes par value of $1,000,000 due 2014		996		996
5.50% Senior Fixed Notes par value of $375,005 due 2015		375		375
5.25% Senior Fixed Notes par value of $226,290 due 2017		226		226
6.75% Senior Fixed Notes par value of $1,341,045 due 2017		1,338		1,338
5.875% Subordinated Fixed Notes par value of $350,000 due 2012		353		355
5.35% Subordinated Fixed Notes par value of $100,000 due 2014		99		99
6.15% Subordinated Fixed Notes par value of $1,000,000 due 2016		998		998
Fair value hedge-related basis adjustments		394		249
Total senior and subordinated notes		7,766		8,366

Other borrowings
Junior subordinated debentures
8.00% Subordinated Fixed Notes par value of $103,093 due 2027		109		109
8.17% Subordinated Fixed Notes par value of $46,547 due 2028		49		49
3.339% Subordinated Floating Notes par value of $10,310 due 2033 (2)		11		11
7.686% Subordinated Fixed Notes par value of $651,000 due 2036		651		651
6.745% Subordinated Fixed Notes par value of $500,010 due 2037		500		500
10.25% Subordinated Fixed Notes par value of $1,000,010 due 2039		988		988

	December 31,
(Dollars in millions)	2010			2009
8.875% Subordinated Fixed Notes par value of $1,000,010 due 2040		987			987
7.50% Subordinated Fixed Notes par value of $346,000 due 2066		346			346
Unamortized Fees		1			(1	)
Total junior subordinated debentures		3,642			3,640
Secured borrowings (3)
Fixed, interest rates ranging from 4.56% to 6.40%, due 2012		3,689			562
Variable, interest rates ranging from 0.28% to 4.76%, due 2012 to 2028		12,606			1,718
Fair value hedge-related basis adjustments		(79	)		-
Total secured borrowings		16,216			2,280
FHLB advances (4)
Fixed, interest rates ranging from 2.97% to 6.88%, due 2012 to 2023		141			227
Variable, interest rate of 0.37% due 2014		925			925
Total FHLB advances		1,066			1,152
Total long-term debt	$	28,690		$	15,438
Total short-term borrowings and long-term debt	$	41,796		$	21,014

_____________

(1)	Interest bearing deposits have a weighted average rate of 1.37% and 2.04% at December 31, 2010 and 2009, respectively.

(2)	Floating rate junior subordinated notes have a weighted average rate of 3.339% and 3.301% at December 31, 2010 and 2009, respectively.

(3)	Secured borrowings have a weighted average rate of 1.85% and 2.37% at December 31, 2010 and 2009, respectively.

(4)	FHLB advances have a weighted average rate 1.249% and 2.245% at December 31, 2010 and 2009, respectively.

(5)	Federal funds purchased have a weighted average rate of 0.23% and 0.11% at December 31, 2010 and 2009, respectively.

Maturity Schedule Of Deposits and Borrowings

Interest-bearing time deposits, senior and subordinated notes and other borrowings as of December 31, 2010, mature as follows:

(Dollars in millions)	Interest- Bearing Time Deposits (1)		Senior and Subordinated Notes		Other Borrowings		Total
2011	$	10,208	$	884	$	12,222	$	23,314
2012		3,582		657		4,869		9,108
2013		5,181		822		2,665		8,668
2014		973		1,430		3,858		6,261
2015		1,841		403		519		2,763
Thereafter		449		4,454		9,013		13,916
Total	$	22,234	$	8,650	$	33,146	$	64,030

_____________

(1)	Includes only those interest bearing deposits which have a contractual maturity date.

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2010

Fair value and notional amounts of derivative instruments

	December 31,
	2010						2009
			Derivatives at Fair Value						Derivatives at Fair Value
(Dollars in millions)	Notional or Contractual Amount		Assets(1)		Liabilities(1)		Notional or Contractual Amount		Assets(1)		Liabilities(1)
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	17,001	$	747	$	77	$	17,289	$	359	$	27
Cash flow interest rate contracts		8,585		14		151		5,096		0		91
Total interest rate contracts		25,586		761		228		22,385		359		118
Foreign exchange contracts:
Cash flow foreign exchange contracts		2,266		5		26		1,576		15		12
Net investment foreign exchange contracts		52		0		1		53		0		0
Total foreign exchange contracts		2,318		5		27		1,629		15		12
Total derivatives designated as accounting hedges		27,904		766		255		24,014		374		130
Derivatives not designated as accounting hedges: (1)
Interest rate contracts covering:
MSRs		625		3		18		935		4		20
Customer accommodation(2)		12,287		282		244		9,968		193		173
Other interest rate exposures		7,579		46		35		23,338		494		77
Total interest rate contracts		20,491		331		297		34,241		691		270
Foreign exchange contracts		1,384		214		67		0		0		0
Other contracts		980		8		17		981		4		7
Total derivatives not designated as accounting hedges		22,855		553		381		35,222		695		277
Total derivatives	$	50,759	$	1,319	$	636	$	59,236	$	1,069	$	407

_____________

(1)

Derivative asset and liability amounts are presented on a gross basis based on individual contracts and do not reflect the impact of legally enforceable master counterparty netting agreements, collateral received/posted or net credit risk valuation adjustments. We recorded a net cumulative credit risk valuation adjustment related to our derivative positions of $20 million and $4 million as of December 31, 2010 and 2009, respectively. See "Derivative Counterparty Credit Risk" below for additional information.

(2)	Customer accommodation derivatives include those entered into with our commercial banking customers and those entered into with other counterparties to offset the market risk.

Net gains (losses) recognized in earnings related to derivatives in fair value hedging relationships and freestanding derivatives

The net gains (losses) recognized in earnings related to derivatives in fair value hedging relationships and free-standing derivatives are presented below for 2010 and 2009.

	Year Ended December 31,
(Dollars in millions)	2010			2009
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives(1)	$	343		$	(266	)
Gain (loss) recognized in earnings on hedged items(1)		(293	)		313
Net fair value hedge ineffectiveness gain		50			47
Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs(2)		(21	)		(27	)
Customer accommodation(1)		25			2
Other interest rate exposures(1)		5			15
Total interest rate contracts		9			(10	)
Foreign exchange contracts(1)		4			0
Other contracts(2)		38			(9	)
Total gain (loss) on derivatives not designated as accounting hedges		51			(19	)
Net derivatives gain recognized in earnings	$	101		$	28

______________

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

(2)

Other contracts include items such as To Be Announced ("TBA") forward contracts and futures contracts. Of the $38 million of income recognized in 2010, $43 million was included in our consolidated statements of income in servicing and securitizations income offset by $5 million of expense included in non-interest income. Of the $9 million of expense recognized in 2009, $4 million was included in servicing and securitizations income and $5 million was included in non-interest income.

Net gains (losses) related to derivatives designated as cash flow hedges and net investment hedges

The table below shows the net gains (losses) related to derivatives designated as cash flow hedges and net investment hedges for 2010 and 2009.

	Year Ended December 31,
(Dollars in millions)	2010			2009
Gain (loss) recorded in AOCI:(1)
Cash flow hedges:
Interest rate contracts	$	83		$	175
Foreign exchange contracts		(1	)		11
Subtotal		82			186
Net investment hedges:
Foreign exchange contracts		0			(7)
Net derivatives gain recognized in AOCI	$	82		$	179

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts(2)	$	(74	)	$	(89	)
Foreign exchange contracts(3)		0			(3	)
Subtotal		(74	)		(92	)
Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts(3)		1			(1	)
Foreign exchange contracts (3)		0			0
Subtotal		1			(1	)
Net investment hedges:
Gain (loss) reclassified from AOCI into earnings:(1)
Foreign exchange contracts		0			0
Net derivatives loss recognized in earnings	$	(73	)	$	(93	)

______________

(1)	Amounts represent the effective portion.

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

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

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2010

Accumulated Other Comprehensive Income

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Net unrealized gains (losses) on securities(1)	$	333		$	199		$	(797	)
Net unrecognized elements of defined benefit plans		(29	)		(29	)		(42	)
Foreign currency translation adjustments		(36	)		(26	)		(228	)
Unrealized losses on cash flow hedging instruments		(52	)		(60	)		(154	)
Other-than-temporary impairment not recognized in earnings on securities		49			0			0
Initial application of measurement date provisions for postretirement benefits other than pensions		(1	)		(1	)		(1	)
Initial application from adoption of consolidation standards		(16	)		0			0
Total accumulated other comprehensive income (loss)	$	248		$	83		$	(1,222	)

_____________

(1)

Regulation and Capital Adequacy (Tables)

12 Months Ended

Dec. 31, 2010

Regulatory Capital Requirements

	December 31,
	2010(1)									2009
(Dollars in millions)	Capital Ratio			Minimum Capital Adequacy			Well Capitalized			Capital Ratio			Minimum Capital Adequacy			Well Capitalized
Capital One Financial Corp: (2)
Tier 1 risk-based capital(3)		11.63	%		4.00	%		6.00	%		13.75	%		4.00	%		6.00	%
Total risk-based capital(4)		16.83			8.00			10.00			17.70			8.00			10.00
Tier 1 leverage(5)		8.13			4.00			N/A			10.28			4.00			N/A
Capital One Bank (USA) N.A.
Tier 1 risk-based capital		13.50	%		4.00	%		6.00	%		18.27	%		4.00	%		6.00	%
Total risk-based capital		23.57			8.00			10.00			26.40			8.00			10.00
Tier 1 leverage		8.29			4.00			5.00			13.03			4.00			5.00
Capital One, N.A.
Tier 1 risk-based capital		11.07	%		4.00	%		6.00	%		10.22	%		4.00	%		6.00	%
Total risk-based capital		12.36			8.00			10.00			11.46			8.00			10.00
Tier 1 leverage		8.06			4.00			5.00			7.42			4.00			5.00

_____________

(1)	Effective January 1, 2010, we are no longer required to apply the subprime capital risk weighting to credit card loans with a credit score equal to or less than 660. Accordingly, we no longer disclose these ratios.

(2)	The regulatory framework for prompt corrective action does not apply to Capital One Financial Corp. because it is a bank holding company.

(3)	Calculated based on Tier 1 capital divided by risk-weighted assets.

(4)	Calculated based on Total risk-based capital divided by risk-weighted assets.

(5)	Calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.

Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2010

Computation of Basic and Diluted Earnings Per Common Share

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

	Year Ended December 31,
(Dollars and Shares in millions, except per share data)	2010			2009			2008
Numerator:
Income from continuing operations, net of tax	$	3,050		$	987		$	85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)		2,743			884			(46	)
Preferred stock dividends and accretion of discount		0			(564	)		(33	)
Net income (loss) available to common stockholders	$	2,743		$	320		$	(79	)
Denominator:
Denominator for basic earnings per share-Weighted-average shares		452			428			376
Effect of dilutive securities (1) :
Stock options		1			0			0
Contingently issuable shares		0			0			0
Restricted stock and units		3			3			2
Dilutive potential common shares		4			3			2
Denominator for diluted earnings per share-Adjusted weighted-average shares		456			431			378
Basic earnings per share
Income from continuing operations	$	6.74		$	0.99		$	0.14
Loss from discontinued operations		(0.67	)		(0.24	)		(0.35	)
Net income (loss)	$	6.07		$	0.75		$	(0.21	)
Diluted earnings per share
Income from continuing operations	$	6.68		$	0.98		$	0.14
Loss from discontinued operations		(0.67	)		(0.24	)		(0.35	)
Net income (loss)	$	6.01		$	0.74		$	(0.21	)

_____________

(1)	Excluded from the computation of diluted earnings per share was 26.8 million, 34.8 million and 27.7 million of awards, options or warrants, during 2010, 2009 and 2008, respectively, because their inclusion would be antidilutive.

Other Non-Interest Expense (Tables)

12 Months Ended

Dec. 31, 2010

Components of other non-interest expense

The following table represents the components of non-interest expense for 2010, 2009 and 2008:

	Year Ended December 31,
(Dollars in millions)	2010		2009		2008
Professional services	$	916	$	796	$	806
Collections		596		599		569
Fraud losses		80		86		106
Bankcard association assessments		221		215		195
Core deposit intangible amortization		203		216		191
Other		667		629		1,102
Total	$	2,683	$	2,541	$	2,969

Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2010

Summary of common shares reserved and available for future issuance for the stock-based compensation plan

				Available For Issuance
(In thousands)				December 31
Plan Name	Shares Reserved			2010		2009		2008
2004 Stock Incentive Plan		40,000	(1)		16,225		17,789		4,506

_____________

(1)	On April 20, 2009 the Board authorized an increase in shares reserved of 20 million shares to 40 million shares in total.

Weighted-average assumptions used in the black-scholes option-pricing model

	Year Ended December 31,
Assumptions	2010			2009			2008
Dividend yield (1)		1.49	%		4.79	%		3.20	%
Volatility factors of stock's expected market price		38			43			28
Risk-free interest rate		2.49			1.79			2.89
Expected option lives (in years)		5.0			5.0			5.0

_____________

(1)	In 2010, 2009, and 2008, we paid dividends at the annual rate of $0.20, $0.53, and $1.50 per share, respectively.

Summary of stock option activity

A summary of stock option activity under the plans as of December 31, 2010 and 2009, and changes during each year are presented below:

	Shares Subject to Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2010		21,905		$	53.58
Granted		619			37.07
Exercised		(577	)		22.56
Cancelled		(1,373	)		65.29
Outstanding as of December 31, 2010		20,574		$	53.18	4.6 years	$	83
Exercisable as of December 31, 2010		16,050		$	58.56	3.8 years	$	19

	Shares Subject to Options (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2009		23,827		$	59.18
Granted		3,556			18.23
Exercised		(356	)		26.57
Cancelled		(5,122	)		56.72
Outstanding as of December 31, 2009		21,905		$	53.58	5.4 years	$	73
Exercisable as of December 31, 2009		13,486		$	60.25	3.7 years	$	4

Activity for restricted stock awards and units

A summary of 2010 activity for restricted stock awards and units is presented below:

	Shares (in thousands)			Weighted-Average Grant Date Fair Value
Unvested as of January 1, 2010		5,769		$	29.91
Granted		1,595			36.83
Vested		(1,645	)		35.79
Cancelled		(375	)		28.68
Unvested as of December 31, 2010		5,344		$	30.29

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2010

Change in benefit obligation, change in plan assets and funded status

	Year Ended December 31,
	2010			2009			2010			2009
(Dollars in millions)	Pension Benefits						Postretirement Benefits
Change in benefit obligation:
Benefit obligation at beginning of year	$	190		$	190		$	67		$	74
Service cost		2			2			1			2
Interest cost		10			11			3			4
Benefits paid		(19	)		(21	)		(4	)		(4	)
Net actuarial loss (gain)		10			8			(1	)		(9	)
Benefit obligation at end of year	$	193		$	190		$	66		$	67

Change in plan assets:
Fair value of plan assets at beginning of year	$	213		$	193		$	7		$	7
Actual return on plan assets		26			40			1			0
Employer contributions		1			1			4			4
Benefits paid		(19	)		(21	)		(4	)		(4	)
Fair value of plan assets at end of year	$	221		$	213		$	8		$	7
Funded status at end of year	$	28		$	23		$	(58	)	$	(60	)

Balance sheet presentation

Balance Sheet Presentation:
Other assets	$	39		$	34		$	0		$	0
Other liabilities		(11	)		(11	)		(58	)		(60	)
Net amount recognized at end of year	$	28		$	23		$	(58	)	$	(60	)
Accumulated benefit obligation at end of year	$	193		$	190			n/a			n/a

Components of net periodic benefit cost (credit)

Components of net periodic benefit cost:
Service cost	$	2		$	2		$	1		$	2
Interest cost		10			11			3			4
Expected return on plan assets		(15	)		(14	)		(1	)		0
Amortization of transition obligation, prior service credit, and net actuarial loss		1			1			(3	)		(8	)
Net periodic benefit cost	$	(2	)	$	0		$	0		$	(2	)

Changes in plan assets and benefit obligations recognized in other comprehensive income

Changes recognized in other comprehensive income, pretax:
Net actuarial gain	$	1	$	18	$	1		$	9
Reclassification adjustments for amounts recognized in net periodic benefit cost		1		1		(3	)		(8	)
Total recognized in other comprehensive income	$	2	$	19	$	(2	)	$	1

Pre-tax amounts recognized in accumulated other comprehensive loss (income)

Pre-tax amounts recognized in accumulated other comprehensive income, which have not yet been recognized as a component of net periodic benefit cost, consist of:

	December 31,
	2010			2009			2010		2009
(Dollars in millions)	Pension Benefits						Postretirement Benefits
Transition obligation	$	0		$	0		$	0	$	0
Prior service credit		0			0			11		15
Net actuarial gain (loss)		(58	)		(60	)		2		0
Accumulated other comprehensive income	$	(58	)	$	(60	)	$	13	$	15

Amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year

Pre-tax amounts in accumulated other comprehensive income that are expected to be recognized as decreases (increases) of net periodic benefit cost for the year ending December 31, 2010, consist of:

(Dollars in millions)	Pension Benefits			Postretirement Benefits
Prior service cost	$	0		$	3
Net actuarial loss gain		(1	)		0
Total	$	(1	)	$	3

Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets

	December 31,
	2010		2009		2010		2009
(Dollars in millions)	Pension Benefits				Postretirement Benefits
Benefit obligation	$	193	$	190	$	66	$	67
Fair value of plan assets		221		213		8		7

Weighted-average assumptions used to determine net periodic benefit cost and benefit obligations

The following table presents weighted-average assumptions used in the accounting for the plans:

	December 31,
	2010			2009			2010			2009
	Pension Benefits						Postretirement Benefits
Assumptions for benefit obligations at measurement date:
Discount rate		5.2	%		5.7	%		5.2	%		5.7	%
Rate of compensation increase		n/a			n/a			n/a			n/a
Assumptions for periodic benefit cost for the year ended:
Discount rate		5.7	%		6.3	%		5.7	%		6.3	%
Expected long-term rate of return on plan assets (1)		7.5	%		7.5	%		7.5	%		7.5	%
Rate of compensation increase		n/a			n/a			n/a			n/a

Assumptions for year-end valuations:
Health care cost trend rate assumed for next year		n/a			n/a			8.7	%		9.0	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		n/a			n/a			4.5	%		4.5	%
Year the rate reaches the ultimate trend rate		n/a			n/a			2028			2028

_____________

(1)	Our expected long-term rate of return on plan assets is defined as 20 years.

Effects of one percentage point change in assumed healthcare cost trend rates

	Year ended December 31,
	2010					2009
	1% Increase		1% Decrease			1% Increase		1% Decrease
Effect on year-end postretirement benefit obligation	$	6	$	(5	)	$	6	$	(5	)
Effect on total service and interest cost components		0		0			1		(1	)

Asset allocation of pension plan

The qualified defined benefit pension plan asset allocations as of the annual measurement dates are as follows:

	December 31,
	2010			2009
Common collective trusts(1)		73.9	%		69.4	%
Money market fund		3.2			30.1
Limited partnerships		0.0			0.5
Corporate bonds (S&P rating of A or higher)		0.8			0.0
Corporate bonds (S&P rating of lower than A)		1.7			0.0
Government securities		20.1			0.0
Mortgage backed securities		0.3			0.0
Total		100.0	%		100.0	%

_____________

(1)	Common collective trusts include domestic and international equity securities.

Fair values of the plan assets by investment category

Plan Assets Measured at Fair Value on a Recurring Basis

	December 31, 2010
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3
Plan Assets
Common collective trusts	$	0	$	169	$	0	$	169
Short-term investment fund		0		7		0		7
Corporate bonds (S&P rating of A or higher)		0		2		0		2
Corporate bonds (S&P rating of lower than A)		0		4		0		4
Government securities		0		46		0		46
Mortgage-backed securities		0		1		0		1
Municipal bonds		0		0		0		0
Total Plan Assets	$	0	$	229	$	0	$	229

	December 31, 2009
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3
Plan Assets
Common collective trusts	$	0	$	153	$	0	$	153
Money market fund		66		0		0		66
Limited partnerships		0		0		1		1
Total Plan Assets	$	66	$	153	$	1	$	220

Reconciliation of financial instruments in Level 3 hierarchy

Level 3 Instruments Only

	Year Ended December 31, 2010
(Dollars in millions)	Limited Partnerships
Balance, January 1, 2010	$	1
Total realized and unrealized losses:
Included in net income		0
Settlements, net		(1	)
Transfers in(out) of Level 3		0
Balance, December 31, 2010	$	0
Total unrealized gains (losses) included in net income related to assets still held as of December 31, 2010	$	0

	Year Ended December 31, 2009
(Dollars in millions)	Limited Partnerships
Balance, January 1, 2009	$	10
Total realized and unrealized losses:
Included in net income		(1	)
Settlements, net		(8	)
Transfers in(out) of Level 3		0
Balance, December 31, 2009	$	1
Total unrealized gains (losses) included in net income related to assets still held as of December 31, 2009	$	(1	)

Projected future benefit payments for qualified and non-qualified defined benefit plans and employer contributions

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in millions)	Pension Benefits		Postretirement Benefits
2011	$	14	$	4
2012		14		4
2013		13		5
2014		14		5
2015		13		5
2016 - 2020		63		26

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2010

Significant components of provision for income taxes attributable to continuing operations

Significant components of the provision for income taxes attributable to continuing operations were as follows:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Current income tax provision:
Federal taxes	$	(152	)	$	278		$	1,069
State taxes		31			35			53
International taxes		122			22			32
Total current provision	$	1		$	335		$	1,154
Deferred income tax provision:
Federal taxes	$	1,121		$	9		$	(644	)
State taxes		87			(6	)		(3	)
International taxes		71			11			(10	)
Total deferred provision (benefit)	$	1,279		$	14		$	(657	)
Total income tax provision	$	1,280		$	349		$	497

Income tax benefit reported in shareholders' equity

Income tax provision (benefit) reported in stockholders' equity was as follows:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Foreign currency translation gains (losses)	$	6		$	(9	)	$	7
Net unrealized securities gains (losses)		48			521			(421	)
Other-than-temporary impairment on securities		27			0			0
Net unrealized derivative gains		5			61			28
Adoption of new consolidation accounting standards		(1,642	)		0			0
Employee stock plans		10			16			11
Employee retirement plans		0			7			(55	)
Total income tax provision (benefit)	$	(1,546	)	$	596		$	(430	)

Reconciliation of income tax attributable to continuing operations computed at U.S. federal statutory tax rate to income tax expense

The reconciliation of income tax attributable to continuing operations, computed at the U.S. federal statutory tax rate, to income tax expense was:

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Income tax at U.S. federal statutory tax rate		35.00	%		35.00	%		35.00	%
State taxes, net of federal benefit		1.28			2.40			3.45
Resolution of federal income tax issues and audits		(2.54	)		(4.63	)		0
Other foreign tax differences, net		(0.54	)		(0.20	)		1.97
Goodwill impairment		0			0			47.67
Other, including nontaxable income and general business tax credits		(3.64	)		(6.41	)		(2.62	)
Income taxes		29.56	%		26.16	%		85.47	%

Significant components of the Company's deferred tax assets and liabilities

Significant components of our deferred tax assets and liabilities as of December 31, 2010 and 2009 were as follows:

	December 31,
(Dollars in millions)	2010			2009
Deferred tax assets:
Allowance for loan and lease losses	$	1,950		$	1,496
Unearned income		85			206
Net unrealized losses on securities and derivative instruments		0			0
Employee stock plans		162			147
Rewards & sweepstakes programs		525			473
Valuation difference of acquired loans		503			690
Representation & warranty reserve		302			86
Employee benefits		119			123
Securitizations		13			91
Foreign tax credit carryforward		87			131
Other foreign deferred taxes		50			0
Other assets		287			378
Subtotal		4,083			3,821
Valuation allowance		(130	)		(109	)
Total deferred tax assets		3,953			3,712
Deferred tax liabilities:

	December 31,
(Dollars in millions)	2010		2009
Original issue discount		574		715
Property & equipment		66		39
Prepaid expenses		13		9
Leasing activities		46		23
Core deposit and other intangibles		348		406
Servicing assets		48		83
Net unrealized gains on securities and derivative instruments		36		32
Other foreign deferred taxes		0		39
Other liabilities		107		90
Total deferred tax liabilities		1,238		1,436
Net deferred tax assets	$	2,715	$	2,276

Deferred tax liability for original issue discount

	December 31,
(Dollars in millions)	2010		2009
Original Issue discount:
OID-late fees	$	387	$	512
OID-all other		1,192		1,461
Gross original issue discount		1,579		1,973
Net deferred tax liability	$	574	$	715

Reconciliation of change in unrecognized tax benefits

A reconciliation of the change in unrecognized tax benefits from January 1, 2009 to December 31, 2010 is as follows:

(Dollars in millions)	Gross Unrecognized Tax Benefits			Accrued Interest and Penalties			Gross Tax, Interest and Penalties
Balance at January 1, 2009	$	561		$	176		$	737
Additions for tax positions related to the current year		8			0			8
Additions for tax positions related to prior years		43			35			78
Reductions for tax positions related to prior years due to IRS and other settlements		(255	)		(110	)		(365	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		7			1			8
Other reductions for tax positions related to prior years		(5	)		(2	)		(7	)
Balance at December 31, 2009		359			100			459
Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		0			8			8
Reductions for tax positions related to prior years due to IRS and other settlements		(72	)		(43	)		(115	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		(2	)		0			(2	)
Balance at December 31, 2010	$	285		$	65		$	350
Portion of balance at December 31, 2010 that, if recognized, would impact the effective income tax rate	$	108		$	42		$	150

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2010

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	December 31, 2010
	Fair Value Measurements Using									Assets/ Liabilities
(Dollars in millions)	Level 1			Level 2			Level 3			at Fair Value
Assets
Securities available for sale:
U.S. Treasury and other U.S. Agency	$	386		$	314		$	0		$	700
Collateralized mortgage obligations		0			13,277			308			13,585
Mortgage-backed securities		0			16,394			270			16,664
Asset-backed securities		0			9,953			13			9,966
Other		293			322			7			622
Total securities available for sale		679			40,260			598			41,537
Other assets:
Mortgage servicing rights		0			0			141			141
Derivative receivables(1) (2)		8			1,265			46			1,319
Retained interests in securitization		0			0			117			117
Total Assets	$	687		$	41,525		$	902		$	43,114

Liabilities
Other liabilities:
Derivative payables(1)	$	(18	)	$	(575	)	$	(43	)	$	(636	)
Total Liabilities	$	(18	)	$	(575	)	$	(43	)	$	(636	)

	December 31, 2009
	Fair Value Measurements Using						Assets/ Liabilities
(Dollars in millions)	Level 1		Level 2		Level 3		at Fair Value
Assets
Securities available for sale:
U.S. Treasury and other U.S. Agency	$	392	$	477	$	0	$	869
Collateralized mortgage obligations		0		8,656		982		9,638
Mortgage-backed securities		0		20,198		486		20,684
Asset-backed securities		0		7,179		13		7,192
Other		73		349		25		447
Total securities available for sale		465		36,859		1,506		38,830
Other assets:
Mortgage servicing rights		0		0		240		240
Derivative receivables(1)(2)		4		625		440		1,069
Retained interests in securitizations		0		0		3,945		3,945
Total Assets	$	469	$	37,484	$	6,131	$	44,084

Liabilities
Other liabilities:
Derivative payables(1) (2)	$	8	$	366	$	33	$	407
Total Liabilities	$	8	$	366	$	33	$	407

___________

(1)

(2)

Level 3 Inputs Reconciliation for Assets and Liabilities

	Year Ended December 31, 2010
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2010	$	1,506		$	240		$	440		$	3,945		$	33
Total realized and unrealized gains (losses):
Included in net income		(3	)		(82	)		5			9			11
Included in other comprehensive income		(94	)		0			0			0			0
Purchases, sales, issuances and settlements, net		40			(17	)		4			(86	)		1
Impact of adoption of consolidation standards		0			0			(401	)		(3,751	)		0
Transfers in to Level 3(4)		1,206			0			0			0			(2	)
Transfers out of Level 3 (4)		(2,057	)		0			(2	)		0			0
Balance, December 31, 2010	$	598		$	141		$	46		$	117		$	43
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2010(5)	$	(3	)	$	(82	)	$	5		$	0		$	11

	Year Ended December 31, 2010
(Dollars in millions)	U.S. Treasury & Agency		Collateralized Mortgage Obligations			Mortgage- backed Securities			Asset-backed Securities			Other			Total
Securities Available for Sale
Balance, January 1, 2010	$	0	$	982		$	486		$	13		$	25		$	1,506
Total realized and unrealized gains (losses):
Included in net income		0		(3	)		0			0			0			(3	)
Included in other comprehensive income		0		(58	)		(34	)		(2	)		0			(94	)
Purchases, sales, issuances and settlements, net		0		(30	)		0			70			0			40
Transfers in to Level 3 (4)		0		503			653			50			0			1,206
Transfers out of Level 3 (4)		0		(1,086	)		(835	)		(118	)		(18	)		(2,057	)
Balance, December 31, 2010	$	0	$	308		$	270		$	13		$	7		$	598
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2010(5)	$	0	$	(3	)	$	0		$	0		$	0		$	(3	)

	Year Ended December 31, 2009
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2009	$	2,380		$	151		$	60		$	1,470		$	61
Total realized and unrealized gains (losses):
Included in net income		0			(6	)(1)		(214	)		(131	)		(28	)
Included in other comprehensive income		(168	)		0			0			114			0
Purchases, sales, issuances and settlements, net		(115	)		95			38			2,492			4
Transfers in/(out) of Level 3		(591	)		0			556			0			(4	)
Balance, December 31, 2009	$	1,506		$	240		$	440		$	3,945		$	33
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2009(5)	$	0		$	(6	)	$	(214	)	$	71		$	(28	)

	Year Ended December 31, 2009
(Dollars in millions)	U.S. Treasury & Agency		Collateralized Mortgage Obligations			Mortgage- backed Securities			Asset-backed Securities			Other			Total
Securities Available for Sale
Balance, January 1, 2009	$	0	$	1,580		$	773		$	0		$	27		$	2,380
Total realized and unrealized gains (losses):
Included in net income		0		0			0			0			0			0
Included in other comprehensive income		0		(175	)		7			0			0			(168	)
Purchases, sales, issuances and settlements, net		0		(235	)		48			74			(2	)		(115	)
Transfers in/out of Level 3 (4)		0		(188	)		(342	)		(61	)		0			(591	)
Balance, December 31, 2009	$	0	$	982		$	486		$	13		$	25		$	1,506
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of December 31, 2009(5)	$	0	$	0		$	0		$	0		$	0		$	0

_____________

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

(2)

(3)

(4)	The transfer out of Level 3 for the year ended December 31, 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 were primarily driven by less consistency amongst vendor pricing on individual securities for non-agency MBS.

(5)

Assets Measured at Fair Value on a Non Recurring Basis

	December 31, 2010
	Fair Value Measurements Using						Assets at Fair		Total
(Dollars in millions)	Level 1		Level 2		Level 3		Value		Gains/(Losses)
Assets
Loans held for sale	$	0	$	206	$	0	$	206	$	(9	)
Loans held for investment		0		126		159		285		(151	)
Foreclosed assets(1)		0		249		0		249		(42	)
Other		0		18		0		18		(8	)
Total	$	0	$	599	$	159	$	758	$	(210	)

	December 31, 2009
	Fair Value Measurements Using						Assets at Fair		Total
(Dollars in millions)	Level 1		Level 2		Level 3		Value		Gains/(Losses)
Assets
Loans held for sale	$	0	$	266	$	0	$	266	$	16
Loans held for investment		0		156		267		423		255
Foreclosed assets(1)		0		197		0		197		26
Other		0		31		0		31		(4	)
Total	$	0	$	650	$	267	$	917	$	293

_____________

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

Fair Value of Financial Instruments

The following reflects the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value.

	December 31,
	2010				2009
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount (1)		Estimated Fair Value(1)
Financial Assets
Cash and cash equivalents	$	5,249	$	5,249	$	8,685	$	8,685
Restricted cash for securitization investors		1,602		1,602		501		501
Securities available for sale		41,537		41,537		38,830		38,830
Securities held to maturity		0		0		80		80
Loans held for sale		228		228		268		268
Net loans held for investment		120,319		124,117		86,492		86,158
Interest receivable		1,070		1,070		936		936
Accounts receivable from securitization		118		118		7,128		7,128
Derivatives		1,319		1,319		1,069		1,069
Mortgage servicing rights		141		141		240		240

Financial Liabilities
Non-interest bearing deposits	$	15,048	$	15,048	$	13,439	$	13,439
Interest-bearing deposits		107,162		107,587		102,370		102,616
Senior and subordinated notes		8,650		9,236		9,045		9,156
Securitized debt obligations		26,915		26,943		3,954		3,890
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,517		1,517		1,140		1,140
Other borrowings		4,714		4,901		6,875		6,693
Interest payable		488		488		509		509
Derivatives		636		636		407		407

_____________

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

Business Segments (Tables)

12 Months Ended

Dec. 31, 2010

Summary of Business Segments

	Year Ended December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other(1)			Total Managed		Securitization Adjustments(1)			Total Reported
Net interest income (expense)	$	7,894	$	3,727	$	1,292	$	(452	)	$	12,461	$	(4	)	$	12,457
Non-interest income (expense)		2,720		870		181		(55	)		3,716		(2	)		3,714
Total revenue		10,614		4,597		1,473		(507	)		16,177		(6	)		16,171
Provision for loan and lease losses		3,188		241		429		55			3,913		(6	)		3,907
Non-interest expense:
Core deposit intangible amortization		0		144		55		0			199		0			199
Other non-interest expense		3,951		2,806		741		237			7,735		0			7,735
Total non-interest expense		3,951		2,950		796		237			7,934		0			7,934
Income (loss) from continuing operations before income taxes		3,475		1,406		248		(799	)		4,330		0			4,330
Income tax provision (benefit)		1,201		501		88		(510	)		1,280		0			1,280
Income (loss) from continuing operations, net of tax	$	2,274	$	905	$	160	$	(289	)	$	3,050	$	0		$	3,050

	Year Ended December 31, 2009
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Securitization Adjustments(1)			Total Reported
Net interest income	$	7,542	$	3,231	$	1,144		$	172		$	12,089	$	(4,392	)	$	7,697
Non-interest income		3,747		755		172			73			4,747		539			5,286
Total revenue		11,289		3,986		1,316			245			16,836		(3,853	)		12,983
Provision for loan and lease losses		6,051		876		983			173			8,083		(3,853	)		4,230
Non-interest expense:
Restructuring expense(3)		0		0		0			119			119		0			119
Core deposit intangible amortization		0		169		43			0			212		0			212
Other non-interest expense		3,738		2,565		618			165			7,086		0			7,086
Total non-interest expense		3,738		2,734		661			284			7,417		0			7,417
Income (loss) from continuing operations before income taxes		1,500		376		(328	)		(212	)		1,336		0			1,336
Income tax provision (benefit)		522		132		(115	)		(190	)		349		0			349
Income (loss) from continuing operations, net of tax	$	978	$	244	$	(213	)	$	(22	)	$	987	$	0		$	987

	Year Ended December 31, 2008
(Dollars in millions)	Credit Card		Consumer Banking			Commercial Banking		Other			Total Managed		Securitization Adjustments(2)			Total Reported
Net interest income	$	7,464	$	2,988		$	962	$	8		$	11,422	$	(4,273	)	$	7,149
Non-interest income		4,678		729			144		(134	)		5,417		1,327			6,744
Total revenue		12,142		3,717			1,106		(126	)		16,839		(2,946	)		13,893
Provision for loan and lease losses		6,108		1,534			234		171			8,047		(2,946	)		5,101
Non-interest expense:
Restructuring expense(3)		0		0			0		134			134		0			134
Goodwill impairment		0		811			0		0			811		0			811
Other non-interest expense		4,393		2,453			481		(62	)		7,265		0			7,265
Total non-interest expense		4,393		3,264			481		72			8,210		0			8,210
Income (loss) from continuing operations before income taxes		1,641		(1,081	)		391		(369	)		582		0			582
Income tax provision (benefit)		574		(101	)		137		(113	)		497		0			497
Income (loss) from continuing operations, net of tax	$	1,067	$	(980	)	$	254	$	(256	)	$	85	$	0		$	85

_______________

(1)

The significant increase in the loss from continuing operations reported in the "Other" category in 2010 compared to 2009 was primarily attributable to an increase in the provision for repurchase losses, an increase in the residual expense from our funds transfer pricing allocation process and a reduced benefit from the sale of securities.

(2)

(3)	In 2009, we completed the restructuring of our operations, which was initiated in 2007 to reduce expenses and improve our competitive cost position.

	December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Total Managed		Securitization Adjustments(1)		Total Reported
Loans held for investment	$	61,371	$	34,383	$	29,742	$	451	$	125,947	$	0	$	125,947
Total deposits		0		82,959		22,630		16,621		122,210		0		122,210

	December 31, 2009
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Total Managed		Securitization Adjustments(1)			Total Reported
Loans held for investment	$	68,524	$	38,214	$	29,613	$	452	$	136,803	$	(46,184	)	$	90,619
Total deposits		0		74,145		20,480		21,184		115,809		0			115,809

_______________

(1)

Commitments, Contingencies and Guarantees (Tables)

12 Months Ended

Dec. 31, 2010

Original Principal Balance of Mortgage Loans Originated and Sold to Third Party Investors

The following table sets forth the original principal balance of mortgage loan originations by vintage for the three general categories of purchasers of mortgage loans:

Original Principal Balance of Mortgage Loans Originated and Sold to Third Parties Based on Category of Purchaser

(Dollars in billions)	2005		2006		2007		2008		Total

Government sponsored enterprises ("GSEs")(1)	$	3	$	3	$	4	$	1	$	11
Insured Securitizations		9		8		1		0		18
Uninsured Securitizations and Other		33		30		16		3		82
Total	$	45	$	41	$	21	$	4	$	111

_______________

(1)	GSEs include Fannie Mae and Freddie Mac.

Open Claims in Pipeline

Open Pipeline All Vintages (all entities) (1)

(Dollars in millions) (All amounts are Original Principal Balance)	Open Claims at 12/31/09		Gross New Demands Received in 2010		Loans Repurchased/Made Whole in 2010(2)			Demands Rescinded in 2010(2)			Open Claims at 12/31/10

GSEs	$	61	$	204	$	(52	)	$	(87	)	$	126
Insured Securitizations		366		645		(179	)		0			832
Uninsured Securitizations and Others		588		104		(5	)		(22	)		665
Total	$	1,015	$	953	$	(236	)	$	(109	)	$	1,623

(1)

(2)	Activity in 2010 relates to repurchase demands from all years.

Loss Contingency Accrual

Changes in Representation and Warranty Reserves

	Year Ended December 31,
(Dollars in millions)	2010			2009
Representation and warranty repurchase reserve, beginning of period(1)	$	238		$	140
Provision for repurchase losses(2)		636	(3)		181
Net realized losses		(58	)		(83	)
Representation and warranty repurchase reserve, end of period(1)	$	816		$	238

_______________

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

(2)

(3)

Allocation of Loss Contingency Reserve

Allocation of Representation and Warranty Reserves

			December 31, 2010
(Dollars in millions, except for loans sold)	Loans Sold 2005 to 2008(1)		Reserve Liability
GSEs and Active Insured Securitizations	$	24	$	796
Inactive Insured Securitizations and Others		87		20
Total	$	111	$	816

______________

(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.

Significant Concentration of Credit Risk (Tables)

12 Months Ended

Dec. 31, 2010

Geographic distribution of the Company's loans

The following table presents the geographic distribution of our loan portfolio:

	December 31,
(Dollars in millions)	2010					2009
	Loans		Percentage of Total			Loans		Percentage of Total
Geographic Region:
International
U.K.	$	4,102		3.3	%	$	4,717		3 .4	%
Canada		3,420		2.7			3,507		2.6
Total International		7,522		6.0			8,224		6.0
Domestic
South		45,811		36.3			49,171		36.0
West		19,690		15.6			22,842		16.7
Midwest		16,562		13.2			17,973		13.1
Northeast		36,362		28.9			38,593		28.2
Total Domestic		118,425		94.0			128,579		94.0
		125,947		100	%		136,803		100.0	%

	December 31,
(Dollars in millions)	2010			2009
	Loans		Percentage of Total	Loans			Percentage of Total
Less securitization adjustments		0			(46,184	)
Total	$	125,947		$	90,619

Capital One Financial Corporation (Parent Company Only) (Tables)

12 Months Ended

Dec. 31, 2010

Parent Company Only financial statements

	December 31,
(Dollars in millions)	2010			2009
Balance Sheets
Assets:
Cash and cash equivalents	$	5,482		$	6,466
Investment in subsidiaries		31,368			29,554
Loans to subsidiaries		336			500
Securities available for sale		7			7
Other		1,144			752
Total assets	$	38,337		$	37,279

Liabilities:
Senior and subordinated notes	$	6,223		$	6,049
Other borrowings		4,030			3,640
Other		1,543			1,000
Total liabilities		11,796			10,689
Stockholders' Equity:
Common stock		5			5
Paid-in-capital, net		19,084			18,955
Retained earnings		10,406			10,727
Accumulated other comprehensive income		248			83
Less: Treasury stock, at cost		(3,202	)		(3,180	)
Stockholders' equity		26,541			26,590
Total liabilities and stockholders' equity	$	38,337		$	37,279

	Year Ended December 31,
(Dollars in millions)	2010			2009			2008
Statements of Income
Interest from temporary investments	$	27		$	37		$	184
Interest expense		479			336			425
Dividends, principally from bank subsidiaries		1,200			500			1,547
Non-interest income		35			32			111
Non-interest expense		273			90			137
Income before income taxes and equity in undistributed earnings of subsidiaries		510			143			1,280
Income tax benefit		(221	)		(109	)		(94	)
Equity in undistributed earnings (loss) of subsidiaries		2,319			735			(1,289	)
Income from continuing operations, net of tax		3,050			987			85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)		2,743			884			(46	)
Preferred stock dividends		0			(564	)		(33	)
Net income (loss) available to common stockholders	$	2,743		$	320		$	(79	)

	December 31,
(Dollars in millions)	2010			2009			2008
Statements of Cash Flows
Operating Activities:
Net income (loss)	$	2,743		$	884		$	(46	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) loss of subsidiaries:
Continuing operations		(2,319	)		(735	)		1,289
Discontinued operations		307			103			131
Loss on sale of securities available for sale		0			0			9
Gain on repurchase of senior notes		0			0			(43	)
Amortization of discount of senior notes		0			0			3
Stock plan compensation expense		3			(6	)		59
(Increase) decrease in other assets		(3,261	)		(115	)		106
Increase (decrease) in other liabilities		543			(399	)		674
Net cash (used in) provided by operating activities		(1,984	)		(268	)		2,182
Investing Activities:
Decrease (increase) in investment in subsidiaries		433			(2,250	)		(1,385	)
Decrease in loans to subsidiaries		164			689			5,415
Net payment for companies acquired		0			31			0
Net cash provided by (used in) investing activities		597			(1,530	)		4,030
Financing Activities:
Increase (decrease) in borrowings from subsidiaries		390			1,988			(268	)
Issuance of senior notes		0			995			0
Maturities of senior notes		0			(1,030	)		(550	)
Repurchases of senior notes		0			0			(713	)
Dividends paid		(91	)		(319	)		(568	)
Purchases of treasury stock		(22	)		(14	)		(13	)
Net proceeds from issuances of common stock		30			1,536			772
Proceeds from stock-based payment activities		96			116			95
Net proceeds from issuance/redemption of preferred stock and warrants		0			(3,555	)		3,555
Net cash (used in) provided by financing activities		403			(283	)		2,310

	December 31,
(Dollars in millions)	2010			2009			2008

(Decrease) increase in cash and cash equivalents		(984	)		(2,081	)		8,522
Cash and cash equivalents at beginning of year		6,466			8,547			25
Cash and cash equivalents at end of year	$	5,482		$	6,466		$	8,547

International Operations (Tables)

12 Months Ended

Dec. 31, 2010

Total assets, revenue, income before taxes, and net income of international operations

	December 31,
(Dollars in millions)	2010			2009			2008
Domestic
Total assets	$	188,397		$	165,840		$	161,666
Revenue (1)		14,816			12,282			12,961
Income from continuing operations before income taxes		3,804			1,231			529
Income tax provision		1,130			321			484
Income from continuing operations, net of tax		2,674			910			45
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)	$	2,367		$	807		$	(86	)

International
Total assets	$	9,106		$	3,806		$	4,247
Revenue (1)		1,355			701			932
Income before income taxes		526			105			53
Income tax provision		150			28			13
Net income	$	376		$	77		$	40

Total Operations
Total assets	$	197,503		$	169,646		$	165,913
Revenue (1)		16,171			12,983			13,893
Income from continuing operations before income taxes		4,330			1,336			582
Income tax provision		1,280			349			497
Income from continuing operations, net of tax		3,050			987			85
Loss from discontinued operations, net of tax		(307	)		(103	)		(131	)
Net income (loss)	$	2,743		$	884		$	(46	)

_____________

(1)	Revenue is net interest income plus non-interest income.

Signficant Accounting Policies (Details)
$ in Millions

3 Months Ended

12 Months Ended

Sep. 30, 2010

USD ($)

Jun. 30, 2010

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Dec. 31, 2008

USD ($)

Dec. 31, 2007

USD ($)

Cash paid for income taxes

Cash paid for interest

$ 2,900.0

$ 3,100.0

$ 4,000.0

$ 300.0

400.0

1,200.0

Term of short term loan modifications to a borrower, lower range

Term of short term loan modifications to a borrower, upper range

12M

Minimum term of long term loan modifications to a borrower

12M

Maximum term for loan modification under fixed payment plans

60M

Number of days account is past due when loans are reported delinquent (in days)

30D

Number of days account is past due when credit card loans are charged-off (in days)

180D

Number of days account is past due when automobile and mortgage loans are classified as nonperforming (in days)

90D

Number of days account is past due when unsecured small business revolving lines of credit are classified as nonperforming (in days)

180D

Number of days account is past due when non-credit card consumer loans are classified as nonperforming (in days)

120D

Number of days account is past due when commercial loans are classified as nonperforming (in days)

90D

Number of months of consecutive payments under modified loans for accounts to be reclassified from nonperforming (in months)

Maximum number of days from notification that account is in bankruptcy when credit card loans are charged-off (in days)

30D

Maximum number of days from notification that account is in bankruptcy when U.K. credit card loans are charged-off (in days)

60D

Maximum number of days from notification that account holders are deceased when credit card loans are charged-off (in days)

60D

Number of days account is past due when mortgage and unsecured small business lines of credit consumer loans are charged-off (in days)

180D

Number of days account is past due when auto and other non-credit card consumer loans are charged-off (in days)

120D

Maximum number of days from notification that account is in bankruptcy, except auto and other non-credit card loans, when consumer loans are charged-off (in days)

40D

Number of days account is past due and given 60 days of notification from bankruptcy court, when auto and other non-credit card consumer loans are charged-off (in days)

60D

Maximum number of days from notification that account is in bankruptcy when auto and other non-credit card consumer loans, that are 60 days past due, are charged-off (in days)

60D

Maximum number of days when auto consumer loans are charged-off (in days)

120D

Maximum number of days when mortgage consumer loans are charged-off (in days)

180D

Maximum number of days from notification that account holders are deceased when consumer loans are charged-off (in days)

60D

Foreclosed property

$ 306.0

234.0

Repossessed Assets

$ 20.0

24.0

Number of components that are used to develop the allowance for loan and lease losses

Number of segments in the consumer loan portfolio

Number of years credit performance of company portfolio used in formula-based component of the allowance model

$ 5,249.0

8,685.0

7,491.0

$ 4,821.0

125,947.0

90,619.0

^[1]

(5,628.0)

(4,127.0)

120,319.0

86,492.0

7,629.0

66,840.0

197,503.0

169,646.0

165,913.0

26,915.0

3,954.0

139,102.0

170,962.0

143,056.0

26,541.0

26,590.0

26,611.0

$ 24,294.0

Adjustment to allowance for loan and lease losses for VIE consolidation impact

197,503.0

169,646.0

$ 53.0

Adjustment to stockholder's equity losses for VIE consolidation impact

$ 34.0

Mortgage loan securitizations included in total loan receivables due to business acquisition

1,500.0

Retained interests previously classified as accounts receivable from securitizations

2,600.0

Reclassification of net finance charge and fee receivables from accounts receivable from securitizations

700.0

Derivative assets entered into by trusts

300.0

Derivative liabilities entered into by trusts

500.0

Addition to net deferred tax assets due to the additional allowance for loan and lease losses due to the consolidation of variable interest entities.

1,600.0

Cumulative effect adjustment in stockholders' equity from adoption of the new consolidation accounting standard

(2,973.0)

2,900.0

Impact of new consolidation accounting standards on regulatory capital ratios [Line Items]

Investment in Federal Home Loan Bank stock

269.0

264.0

Investment in Federal Reserve stock

861.0

778.0

Amount of mortgage loans and debt securities consolidated due to the adoption of new consolidation accounting guidance

141.0

240.0

151.0

Acquired in acquisition

^[2]

0.0

110.0

1,600.0

Rewards liability

1,500.0

1,300.0

Cash collateral posted to derivative counterparties

229.0

254.0

Cash collateral from derivative counterparties

668.0

338.0

Suppressed revenue for period

950.0

2,100.0

1,900.0

Deferred fees on origination of loans

250.0

148.0

Marketing expense

$ 958.0

$ 588.0

$ 1,118.0

Reduction to beginning retained earnings, before taxes, related to adoption of accounting guidance on embedded credit derivatives

$ 16.0

Regulatory Capital Ratios As Of 01 January 2010 [Member]

Impact of new consolidation accounting standards on regulatory capital ratios [Line Items]

Tier 1 capital (in hundredths)

9.93%

Total capital (in hundredths)

17.58%

Tier 1 leverage (in hundredths)

5.84%

Regulatory Capital Ratios As Of 31 December 2009 [Member]

Impact of new consolidation accounting standards on regulatory capital ratios [Line Items]

Tier 1 capital (in hundredths)

13.75%

Total capital (in hundredths)

17.70%

Tier 1 leverage (in hundredths)

10.28%

Regulatory Capital Ratios Change [Member]

Impact of new consolidation accounting standards on regulatory capital ratios [Line Items]

Tier 1 capital (in hundredths)

(3.82%)

Total capital (in hundredths)

(0.12%)

Tier 1 leverage (in hundredths)

(4.44%)

January 1, 2010 [Member]

$ 12,683.0

138,184.0

(8,391.0)

129,793.0

166.0

68,869.0

211,511.0

48,300.0

139,560.0

187,860.0

23,651.0

VIE Consolidation Impact [Member]

211,511.0

3,998.0

47,565.0

^[3]

(4,264.0)

43,301.0

(7,463.0)

2,029.0

41,865.0

44,346.0

458.0

44,804.0

^[3]

(2,939.0)

Business Acquisition, Cost of Acquired Entity [Abstract]

$ 41,865.0

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	Related to the Chevy Chase Bank acquisition completed on February 27, 2009.
[3]	In the second quarter of 2010, an adjustment of $53 million was made to increase the allowance for loan and lease losses for the impact of impairment on consolidated loans accounted for as troubled debt restructurings, and a related $34 million, net of taxes, was recorded as a reduction to stockholders' equity. These adjustments are not reflected in the above table.

Acquisitions and Restructuring Activities (Details) - USD ($)
shares in Thousands, $ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Feb. 27, 2009

Total purchase price of acquired entity

$ 476

Cash paid for purchase of entity

445

Number of shares issued with purchase of entity (in shares)

2,560

Maximum payment under the earn-out

$ 300

Restructuring Reserve [Abstract]

Original estimate of restructuring charges

$ 300

Restructuring charges exceeding the original estimate

Restructuring expenses were recorded for the last three years

^[1]

$ 0

$ 119

$ 134

[1]	In 2009, we completed the restructuring of operations that was initiated in 2007 to reduce expenses and improve our competitive cost position.

Discontinued Operations (Details) - USD ($) $ in Millions	12 Months Ended
Discontinued Operations (Details) - USD ($) $ in Millions	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Notes to Financial Statements [Abstract]
Representations and warranties expenses for discontinued operations	$ 432	$ 162	$ 104
Representations and warranties expenses for discontinued operations, net of tax	304	120	68
Net interest income (expense)	(1)	(2)	7
Non-interest expense	(475)	(157)	(209)
Income tax benefit	169	56	71
Loss from discontinued operations, net of tax	(307)	(103)	$ (131)
Assets from discontinued operations	362	24
Mortgage loans held for sale for discontinued operations	$ 585	$ 229

Investment Securities (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Fair value of investment securities portfolio

$ 41,537

$ 38,830

Percentage of portfolio invested in US Treasury and agency securities (in hundredths)

70.00%

75.00%

$ 40,988

$ 38,539

830

840

^[1]

(105)

(181)

^[2]

(176)

(368)

(281)

(549)

Securities held to maturity: [Abstract]

41,537

38,830

Agency debt obligations, amortized cost of debt securities issued by Fannie Mae and Freddie Mac

200

454

Agency debt obligations, fair values of debt securities issued by Fannie Mae and Freddie Mac

213

$ 476

17,100

8,100

2,900

17,300

8,300

$ 3,000

Percentage book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded stockholders' equity (in hundredths)

10.00%

Percentage distribution of securities collateralized by credit card loans (in hundredths)

77.80%

76.30%

Percentage distribution of securities collateralized by auto loans (in hundredths)

6.70%

14.00%

Percentage distribution of securities collateralized by student loans (in hundredths)

7.20%

6.90%

Percentage distribution of securities collateralized by auto dealer floor plan inventory loans (in hundredths)

5.60%

1.70%

Percentage distribution of securities collateralized by equipment loans (in hundredths)

2.50%

0.80%

Percentage distribution of securities collateralized by home equity lines of credit (in hundredths)

0.20%

0.30%

$ 8,327

$ 5,258

2,135

3,308

10,462

8,566

(144)

(70)

(137)

(479)

Number of individual securities that account for gross unrealized losses

$ (281)

(549)

340

Investments in non-agency CMO's, non-agency residential MBS and asset-backed securities

$ 131

Percent of total unrealized losses related to non-agency CMO's, non-agency residential MBS and asset-backed securities (in hundredths)

47.00%

Amortized cost of scheduled contractual maturities [Abstract]

$ 2,963

7,127

1,100

^[3]

29,798

Fair value of scheduled contractual maturities [Abstract]

40,988

2,980

7,198

1,129

^[3]

30,230

41,537

38,830

3,691

18,791

17,681

1,374

$ 41,537

$ 38,830

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

3.35%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

3.96%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

4.38%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

4.28%

Available-for-sale Securities, Debt Maturities, Amortized Cost [Abstract]

^[4]

4.09%

$ 3,666

18,463

17,511

Percentage of total investment securities rated AAA (in hundredths)

1,348

Total amortized cost

$ 40,988

92.00%

90.00%

Percentage of total investment securities rated below investment grade (in hundredths)

4.00%

5.00%

Other-than-temporary impairment losses recognized in earnings [Abstract]

Total OTTI impairment losses related to securities

$ 128

$ 287

$ 11

Other-than-temporary impairment not recognized in earnings on securities, net of taxes

(63)

(255)

Net OTTI impairment losses recognized in earnings

Remaining gross unrealized losses related to all other securities

176

368

Credit losses on debt securities recognized in earnings [Abstract]

Beginning balance of credit losses

Additions for the credit component of OTTI on debt securities for which OTTI losses were not previously recognized

^[5]

Additions for the credit component of OTTI on debt securities for which OTTI losses were previously recognized

Reductions for securities for which the non-credit component previously recorded in AOCI was recognized in earnings because of our intent to sell the securities

^[6]

(12)

Ending balance of credit losses

Other-than-temporary-impairment losses on securities in which no portion of OTTI losses remained in AOCI

OTTI recorded on held to maturity negative amortization bonds

Changes in AOCI, net of taxes, related to available-for-sale securities [Abstract]

Beginning balance AOCI related to securities available for sale, net of tax

^[7]

186

(725)

Net unrealized holding gains (losses), net of tax

^[8]

221

861

(750)

Net realized losses (gains) reclassified from AOCI into earnings, net of tax

^[9]

(38)

Ending balance AOCI related to securities available for sale, net of tax

369

186

^[7]

(725)

^[7]

Tax benefit (expense) from AOCI related to securities available for sale

102

(404)

Net of tax benefit (expense) related to net unrealized holding gains (losses)

122

480

(397)

Net of tax benefit (expense) related to net realized losses (gains) reclassified from AOCI into earnings

(21)

Gross realized gains and losses on the sale and call of available-for-sale securities recognized in earnings [Abstract]

Gross realized investment gains

141

231

Gross realized investment losses

(13)

(1)

Net realized gains

141

218

Total proceeds from sales

12,466

13,410

$ 2,628

Securities pledged to secure borrowings from the FHLB

$ 10,000

$ 11,900

Collateralized mortgage obligations - Non-agency [Member]

Credit Ratings Of Non Agency CMO's, Non Agency MBS And Asset Backed Securities [Line Items]

% of Investment Securities Portfolio (in hundredths)

^[10]

3.00%

4.00%

AAA (in hundredths)

1.00%

2.00%

Other investment grade (in hundredths)

11.00%

24.00%

Below investment grade or not rated (in hundredths)

88.00%

74.00%

Mortgage-backed securities - Non-agency [Member]

Credit Ratings Of Non Agency CMO's, Non Agency MBS And Asset Backed Securities [Line Items]

% of Investment Securities Portfolio (in hundredths)

^[10]

2.00%

3.00%

AAA (in hundredths)

0.00%

4.00%

Other investment grade (in hundredths)

6.00%

7.00%

Below investment grade or not rated (in hundredths)

94.00%

89.00%

Asset-Backed Securities [Member]

Credit Ratings Of Non Agency CMO's, Non Agency MBS And Asset Backed Securities [Line Items]

% of Investment Securities Portfolio (in hundredths)

^[10]

24.00%

18.00%

AAA (in hundredths)

90.00%

84.00%

Other investment grade (in hundredths)

10.00%

16.00%

Below investment grade or not rated (in hundredths)

0.00%

U.S. Treasury debt obligations [Member]

$ 373

$ 379

^[1]

^[2]

386

392

260

126

$ 386

392

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

1.55%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

4.27%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

0.00%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

0.00%

U.S. Agency debt obligations [Member]

^[4]

2.39%

^[11]

$ 301

455

^[11]

^[1],[11]

^[2],[11]

^[11]

^[11]

314

^[12]

477

^[12]

172

^[12]

142

^[12]

^[12]

^[11]

$ 314

^[12]

477

Due in 1 year or less - average yield, fair value (in hundredths)

^[4],[12]

4.62%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4],[12]

4.56%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4],[12]

0.00%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4],[12]

0.00%

Collateralized mortgage obligations - Agency [Member]

^[4],[12]

4.59%

^[13]

$ 12,303

8,174

^[13]

271

173

^[1],[13]

^[2],[13]

(8)

(47)

^[13]

(8)

(47)

^[13]

12,566

^[14]

8,300

^[14]

600

^[14]

6,108

^[14]

5,830

^[14]

^[13]

$ 12,566

^[14]

8,300

Due in 1 year or less - average yield, fair value (in hundredths)

^[4],[14]

5.53%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4],[14]

4.59%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4],[14]

4.25%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4],[14]

4.35%

Collateralized mortgage obligations - Non-agency [Member]

^[4],[14]

4.47%

$ 1,091

1,608

^[1]

(59)

(96)

^[2]

(13)

(174)

(72)

(270)

1,019

1,338

148

741

125

$ 1,019

1,338

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

5.85%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

5.59%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

5.31%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

6.58%

Collateralized mortgage obligations - Total [Member]

^[4]

5.60%

$ 13,394

9,782

271

173

^[1]

(59)

(96)

^[2]

(21)

(221)

(80)

(317)

13,585

9,638

748

6,849

5,955

$ 13,585

9,638

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

5.60%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

4.71%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

4.27%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

4.65%

Mortgage-backed securities - Agency [Member]

^[4]

4.57%

^[13]

$ 15,721

19,429

^[13]

397

466

^[1],[13]

^[2],[13]

(135)

(37)

^[13]

(135)

(37)

^[13]

15,983

^[14]

19,858

^[14]

^[14]

3,722

^[14]

11,067

^[14]

1,140

^[13]

$ 15,983

^[14]

19,858

Due in 1 year or less - average yield, fair value (in hundredths)

^[4],[14]

5.06%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4],[14]

5.02%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4],[14]

4.41%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4],[14]

4.24%

Mortgage-backed securities - Non-agency [Member]

^[4],[14]

4.54%

$ 735

1,011

^[1]

(46)

(85)

^[2]

(9)

(100)

(55)

(185)

681

826

385

296

$ 681

826

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

0.00%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

5.88%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

6.03%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

0.00%

Mortgage-backed securities - Total [Member]

^[4]

5.95%

$ 16,456

20,440

398

466

^[1]

(46)

(85)

^[2]

(144)

(137)

(190)

(222)

16,664

20,684

4,107

11,363

1,140

$ 16,664

20,684

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

5.06%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

5.11%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

4.46%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

4.24%

Asset-Backed Securities [Member]

^[4]

4.60%

^[15]

$ 9,901

7,043

^[15]

154

^[1],[15]

^[2],[15]

(4)

(5)

^[15]

(4)

(5)

^[15]

9,966

7,192

2,131

7,478

357

^[15]

$ 9,966

7,192

Due in 1 year or less - average yield, fair value (in hundredths)

^[4]

2.89%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4]

2.64%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4]

3.66%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4]

0.00%

^[4]

2.73%

^[16]

$ 563

440

^[16]

^[1],[16]

^[2],[16]

(7)

(5)

^[16]

(7)

(5)

^[16]

622

^[17]

447

^[17]

326

^[17]

^[17]

^[17]

201

^[16]

$ 622

^[17]

447

Due in 1 year or less - average yield, fair value (in hundredths)

^[4],[17]

1.78%

Due greater than 1 year through 5 years - average yield, fair value (in hundredths)

^[4],[17]

4.12%

Due greater than 5 years through 10 years - average yield, fair value (in hundredths)

^[4],[17]

4.51%

Due greater than 10 years - average yield, fair value (in hundredths)

^[4],[17]

4.55%

Securities held to maturity [Member]

^[4],[17]

2.21%

^[18]

$ 0

^[18]

^[1],[18]

^[2],[18]

^[18]

^[18]

U.S. Treasury debt obligations [Member]

^[18]

U.S. Agency debt obligations [Member]

^[12]

^[12]

^[12]

^[12]

^[12]

Collateralized mortgage obligations - Agency [Member]

^[12]

^[14]

1,253

2,188

^[14]

279

689

^[14]

1,532

2,877

^[14]

(7)

(38)

^[14]

(1)

(9)

Collateralized mortgage obligations - Non-agency [Member]

^[14]

(8)

(47)

976

1,313

993

1,316

(1)

(72)

(269)

Collateralized mortgage obligations - Total [Member]

(72)

(270)

1,270

2,191

1,255

2,002

2,525

4,193

(7)

(39)

(73)

(278)

Mortgage-backed securities - Agency [Member]

(80)

(317)

^[14]

5,318

2,520

^[14]

177

325

^[14]

5,495

2,845

^[14]

(134)

(30)

^[14]

(1)

(7)

Mortgage-backed securities - Non-agency [Member]

^[14]

(135)

(37)

590

810

618

810

(55)

(185)

Mortgage-backed securities - Total [Member]

(55)

(185)

5,346

2,520

767

1,135

6,113

3,655

(134)

(30)

(56)

(192)

Asset-Backed Securities [Member]

(190)

(222)

1,411

490

1,444

546

(2)

(1)

(2)

(4)

(4)

(5)

300

115

380

145

(1)

(6)

(5)

Amount of assets added under adoption of new consolidation accounting standards

$ (7)

$ (5)

[1]	Represents the amount of cumulative non-credit other-than-temporary impairment ("OTTI") losses recorded in AOCI on securities that also had credit impairments. 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]	Investments with no stated maturities, which consist of equity securities, are included with contractual maturities due after 10 years.
[4]	The weighted-average yield is computed using the expected maturity of each security weighted based on the amortized cost of each security.
[5]	Includes $4 million of OTTI recorded on held to maturity negative amortization bonds.
[6]	We recognized $36 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2010. We did not recognize OTTI losses on securities for which no portion of the OTTI losses remained in AOCI in 2009 and 2008.
[7]	Net of tax benefit (expense) of $102 million, $(404) million and $7 million in 2010, 2009 and 2008, respectively.
[8]	Net of tax benefit (expense) of $122 million, $480 million and $(397) million in 2010, 2009 and 2008, respectively.
[9]	Net of tax (benefit) expense of $(21) million, $28 million and $6 million in 2010, 2009 and 2008, respectively.
[10]	Calculated based on the amortized cost of the major security type presented divided by the amortized cost of our total investment securities portfolio as of the end of each period.
[11]	Consists of debt securities issued by Fannie Mae and Freddie Mac with amortized costs of $200 million and $454 million, as of December 31, 2010 and 2009, respectively, and fair values of $213 million and $476 million, as of December 31, 2010 and 2009, respectively.
[12]	Consists of debt securities issued by Fannie Mae and Freddie Mac.
[13]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae with amortized costs of $17.1 billion, $8.1 billion and $2.9 billion, respectively, and fair values of $17.3 billion, $8.3 billion and $3.0 billion, respectively, as of December 31, 2010. The book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded 10% of our stockholders' equity as of December 31, 2010.
[14]	Consists of mortgage-related securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.
[15]	Consists of securities collateralized by credit card loans, auto loans, auto dealer floor plan inventory loans, equipment loans, and home equity lines of credit. The distribution among these asset types was approximately 77.8% credit card loans, 7.2% student loans, 6.7% auto loans, 5.6% auto dealer floor plan inventory loans, 2.5% equipment loans, and 0.2% home equity lines of credit as of December 31, 2010. In comparison, the distribution was approximately 76.3% credit card loans, 6.9% student loans, 14.0% auto loans, 1.7% auto dealer floor plan inventory loans, 0.8% equipment loans and 0.3% home equity lines of credit as of December 31, 2009. Approximately 90.1% of the securities in our asset-backed security portfolio were rated AAA or its equivalent as of December 31, 2010, compared with 84.2% as of December 31, 2009.
[16]	Consists of municipal securities and equity investments, primarily related to CRA activities.
[17]	Yields of tax-exempt securities are calculated on a fully taxable-equivalent (FTE) basis.
[18]	Consists of negative amortization mortgage-backed securities.

Loans, Loan Portfolio Composition and Credit Quality (Details)
$ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Loan Portfolio Composition Abstract

$ 47,600

Decrease in loans held for investment, after taking into consideration the January 1, 2010 consolidation impact

$ 12,200

Percentage decrease in loans held for investment, after taking into consideration the January 1, 2010 consolidation impact (in hundredths)

10.00%

Restricted loans For securitization investors

$ 54,026

15,522

Acquisition of the legacy Sony Card portfolio

807

Domestic credit card loans

50,170

13,374

^[1]

International credit card loans

7,513

2,229

^[1]

Total credit card loans

57,683

15,603

^[1]

Domestic installment loans

3,679

6,693

^[1]

International installment loans

^[1]

Total installment loans

3,688

6,737

^[1]

53,849

7,522

61,371

22,340

^[1]

17,867

18,186

^[1]

12,103

14,893

^[1]

4,413

5,135

^[1]

34,383

38,214

^[1]

Total consumer

^[2]

95,754

60,554

^[1]

^[4]

13,396

^[3],[5]

13,843

^[1]

10,484

^[3],[5]

10,062

^[1]

4,020

^[3],[5]

3,555

^[1]

27,900

27,460

^[1]

1,842

^[3],[5]

2,153

^[1]

29,742

^[3],[5]

29,613

^[1]

451

452

^[1]

$ 125,947

90,619

^[1]

Construction loans and land development loans

^[3],[5],[6]

100.00%

$ 2,400

2,500

Number of days for past due loans

Amount of loans 90 days or more past due

$ 2,200

853

Loans classified as nonperforming

1,200

$ 1,300

Current [Member]

51,649

7,090

58,739

16,414

6,707

4,218

27,339

12,816

10,113

3,962

26,891

1,711

28,602

382

$ 115,062

91.40%

30-59 Days [Member]

$ 558

132

690

952

1,048

118

177

251

$ 2,008

1.60%

60-89 Days [Member]

$ 466

563

402

468

$ 1,103

Greater than or equal to 90 Days [Member]

0.90%

$ 1,176

203

1,379

395

534

153

229

262

$ 2,220

1.70%

Total Past Due [Member]

$ 2,200

432

2,632

1,453

504

2,050

302

449

131

580

$ 5,331

4.20%

PCI Loans [Member]

$ 560

Greater than or equal to 90 Days and Accruing

5,554

^[7]

1,176

^[7]

203

^[7]

1,379

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

$ 1,398

Nonperforming Loans [Member]

1.10%

^[7]

$ 0

^[7]

^[7]

^[7]

^[7]

486

^[7]

^[7]

676

^[7]

276

^[7]

133

^[7]

^[7]

457

^[7]

^[7]

495

^[7]

^[7]

$ 1,225

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

1.00%

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	Consumer loans consist of all of the loans in our Credit Card and Consumer Banking businesses.
[3]	Amounts based on managed loans as of December 31, 2010.
[4]	Includes construction loans and land development loans totaling $2.4 billion and $2.5 billion as of December 31, 2010 and 2009, respectively.
[5]	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.
[6]	Percentages calculated based on total held-for-investment commercial loans in each respective loan category as of the end of the reported period.
[7]	Purchased credit-impaired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Loans, Credit Card (Details) - USD ($)
$ in Millions

Dec. 31, 2010

Dec. 31, 2009

$ 61,371

$ 22,340

^[1]

^[2]

100.00%

Credit Performance [Abstract]

^[3]

$ 2,632

^[3]

1,379

Percentage of 30 plus day performing delinquencies (in hundredths)

^[4]

$ 5,499

^[2],[3]

4.29%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[2],[3]

1.10%

Delinquency rate (30-day) for credit card portfolio

^[2],[4]

8.79%

4.29%

5.88%

California [Member]

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

$ 6,242

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

10.20%

Texas [Member]

$ 3,633

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

5.90%

New York [Member]

$ 3,599

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

5.80%

Florida [Member]

$ 3,298

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

5.40%

Illinois [Member]

$ 2,403

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

3.90%

Pennsylvania [Member]

$ 2,389

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

3.90%

Ohio [Member]

$ 2,109

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

3.40%

New Jersey [Member]

$ 1,971

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

3.20%

Michigan [Member]

$ 1,716

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

2.80%

Other States [Member]

$ 26,489

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

43.20%

Total Domestic [Member]

$ 53,849

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

87.70%

United Kingdom [Member]

$ 4,102

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

^[2]

6.70%

Canada [Member]

$ 3,420

Total International [Member]

^[2]

5.60%

Credit Card: Risk Profile by Geographic region and Delinquency Status [Line Items]

$ 7,522

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

12.30%

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	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.
[3]	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.
[4]	Calculated by dividing net charge-offs by average credit card loans held for investment during 2010.

Loans, Consumer Banking (Details)
$ in Millions

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

^[1]

$ 17,867

$ 18,186

^[2]

52.00%

$ 12,103

14,893

^[2]

35.20%

$ 4,413

5,135

^[2]

12.80%

% of Total consumer banking (in hundredths)

$ 34,383

$ 38,214

^[2]

100.00%

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 2,050

^[3]

5.96%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 534

^[3]

1.54%

^[3]

$ 676

^[3]

1.97%

^[3]

$ 655

Auto and mortgage loans days past due cut-off for interest accrual

^[3]

1.82%

Louisiana [Member]

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 1,334

^[2]

3.90%

$ 1,836

^[2]

5.40%

$ 1,754

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

5.10%

Texas [Member]

$ 3,161

^[2]

9.20%

$ 1,125

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

3.30%

New York [Member]

$ 894

^[2]

2.60%

$ 2,381

^[2]

6.90%

$ 909

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

2.60%

California [Member]

$ 1,412

^[2]

4.10%

$ 2,315

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

6.70%

New Jersey [Member]

$ 698

^[2]

2.00%

$ 357

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

1.00%

Maryland [Member]

$ 938

^[2]

2.70%

$ 89

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

0.30%

Florida [Member]

$ 954

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

2.80%

Virginia [Member]

$ 809

^[2]

2.40%

$ 52

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

0.20%

Georgia [Member]

$ 908

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

2.60%

Other States [Member]

$ 8,361

^[2]

24.30%

$ 3,126

^[2]

9.10%

$ 127

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

0.30%

Illinois [Member]

$ 843

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

2.50%

Non-PCI loans [Member]

$ 17,867

^[2]

52.00%

$ 7,211

^[2]

21.00%

$ 4,311

^[2]

12.50%

% of Total consumer banking (in hundredths)

$ 29,389

^[2]

85.50%

Non-PCI loans [Member] | Louisiana [Member]

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 1,334

^[2]

3.90%

$ 1,834

^[2]

5.40%

$ 1,754

Non-PCI loans [Member] | Texas [Member]

^[2]

5.10%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 3,161

^[2]

9.20%

$ 1,125

Non-PCI loans [Member] | New York [Member]

^[2]

3.30%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 894

^[2]

2.60%

$ 2,092

^[2]

6.10%

$ 909

Non-PCI loans [Member] | California [Member]

^[2]

2.60%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 1,412

^[2]

4.10%

$ 971

Non-PCI loans [Member] | New Jersey [Member]

^[2]

2.80%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 432

^[2]

1.30%

$ 357

Non-PCI loans [Member] | Maryland [Member]

^[2]

1.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 485

^[2]

1.40%

$ 58

Non-PCI loans [Member] | Florida [Member]

^[2]

0.20%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 954

Non-PCI loans [Member] | Virginia [Member]

^[2]

2.80%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 292

^[2]

0.80%

$ 35

Non-PCI loans [Member] | Georgia [Member]

^[2]

0.10%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 908

Non-PCI loans [Member] | Other States [Member]

^[2]

2.60%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 8,361

^[2]

24.30%

$ 1,105

^[2]

3.20%

$ 73

Non-PCI loans [Member] | Illinois [Member]

^[2]

0.20%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 843

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

^[2]

2.50%

PCI Loans [Member]

$ 0

^[2]

0.00%

$ 4,892

^[2]

14.20%

$ 102

^[2]

0.30%

% of Total consumer banking (in hundredths)

$ 4,994

^[2]

14.50%

PCI Loans [Member] | Louisiana [Member]

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

$ 2

^[2]

0.00%

$ 0

PCI Loans [Member] | Texas [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

$ 0

PCI Loans [Member] | New York [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

$ 289

^[2]

0.80%

$ 0

PCI Loans [Member] | California [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

$ 1,344

PCI Loans [Member] | New Jersey [Member]

^[2]

3.90%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 266

^[2]

0.70%

$ 0

PCI Loans [Member] | Maryland [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 453

^[2]

1.30%

$ 31

PCI Loans [Member] | Florida [Member]

^[2]

0.10%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

PCI Loans [Member] | Virginia [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 517

^[2]

1.60%

$ 17

PCI Loans [Member] | Georgia [Member]

^[2]

0.10%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

PCI Loans [Member] | Other States [Member]

^[2]

0.00%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

$ 2,021

^[2]

5.90%

$ 54

PCI Loans [Member] | Illinois [Member]

^[2]

0.10%

Consumer: Risk Profile by Geographic Region, Delinquency Status and Performing Status [Line Items]

$ 0

^[2]

0.00%

Auto [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 1,453

^[3]

4.23%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 99

^[3]

0.29%

^[3]

$ 99

^[3]

0.29%

^[3]

$ 457

^[3]

1.27%

Home loans [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 504

^[3]

1.47%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 395

^[3]

1.15%

^[3]

$ 486

^[3]

1.41%

^[3]

$ 93

^[3]

0.26%

Retail banking [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 93

^[3]

0.27%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 40

^[3]

0.11%

^[3]

$ 91

^[3]

0.26%

^[3]

$ 105

^[3]

0.29%

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[2]	Percentages by geographic region are calculated based on the total held-for-investment consumer banking loans as of the end of the reported period.
[3]	Credit performance statistics exclude PCI loans, which were recorded at fair value at acquisition. Although PCI 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.

Loans, Commercial Banking (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

^[4]

Minimum loan amount requiring annual review

$ 1

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[2]

$ 13,396

^[1],[3]

$ 13,843

^[1],[3],[5]

100.00%

$ 10,484

^[1],[3]

10,062

^[1],[3],[5]

100.00%

$ 4,020

^[1],[3]

3,555

^[1],[3],[5]

100.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

$ 1,842

^[1],[3]

2,153

^[1],[3],[5]

100.00%

$ 29,742

^[1],[3]

$ 29,613

Commercial loans days past due cut-off for interest accrual

^[1],[3],[5]

100.00%

Non-PCI loans [Member]

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 13,118

^[1],[3],[5]

98.00%

^[1],[3]

$ 10,202

^[1],[3],[5]

97.30%

^[1],[3]

$ 4,020

^[1],[3],[5]

100.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 1,842

^[1],[3],[5]

100.00%

^[1],[3]

$ 29,182

Non-PCI loans [Member] | Noncriticized [Member]

^[1],[3],[5]

98.10%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 11,611

^[1],[5],[6]

86.70%

^[1],[6]

$ 9,445

^[1],[5],[6]

90.10%

^[1],[6]

$ 3,897

^[1],[5],[6]

96.90%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 1,710

^[1],[5],[6]

92.80%

^[1],[6]

$ 26,663

Non-PCI loans [Member] | Criticized performing [Member]

^[1],[5],[6]

89.60%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 1,231

^[1],[5],[6]

9.20%

^[1],[6]

$ 624

^[1],[5],[6]

6.00%

^[1],[6]

$ 75

^[1],[5],[6]

1.90%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 95

^[1],[5],[6]

5.20%

^[1],[6]

$ 2,025

Non-PCI loans [Member] | Criticized nonperforming [Member]

^[1],[5],[6]

6.80%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 276

^[1],[5],[6]

2.10%

^[1],[6]

$ 133

^[1],[5],[6]

1.20%

^[1],[6]

$ 48

^[1],[5],[6]

1.20%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 37

^[1],[5],[6]

2.00%

^[1],[6]

$ 494

Non-PCI loans [Member] | Northeast [Member]

^[1],[5],[6]

1.70%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 10,849

^[1],[3],[5]

81.00%

^[1],[3]

$ 3,240

^[1],[3],[5]

30.90%

^[1],[3]

$ 1,548

^[1],[3],[5]

38.50%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 1,137

^[1],[3],[5]

61.70%

^[1],[3]

$ 16,774

Non-PCI loans [Member] | Mid-Atlantic [Member]

^[1],[3],[5]

56.40%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 720

^[1],[3],[5]

5.40%

^[1],[3]

$ 960

^[1],[3],[5]

9.20%

^[1],[3]

$ 185

^[1],[3],[5]

4.60%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 71

^[1],[3],[5]

3.90%

^[1],[3]

$ 1,936

Non-PCI loans [Member] | South Atlantic [Member]

^[1],[3],[5]

6.50%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 1,315

^[1],[3],[5]

9.80%

^[1],[3]

$ 5,191

^[1],[3],[5]

49.50%

^[1],[3]

$ 733

^[1],[3],[5]

18.20%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 119

^[1],[3],[5]

6.50%

^[1],[3]

$ 7,358

Non-PCI loans [Member] | Other States [Member]

^[1],[3],[5]

24.70%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 234

^[1],[3],[5]

1.80%

^[1],[3]

$ 811

^[1],[3],[5]

7.70%

^[1],[3]

$ 1,554

^[1],[3],[5]

38.70%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 515

^[1],[3],[5]

27.90%

^[1],[3]

$ 3,114

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

^[1],[3],[5]

10.50%

PCI Loans [Member]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[3]

$ 278

^[1],[3],[5]

2.00%

^[1],[3]

$ 282

^[1],[3],[5]

2.70%

^[1],[3]

$ 0

^[1],[3],[5]

0.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[3]

$ 0

^[1],[3],[5]

0.00%

^[1],[3]

$ 560

PCI Loans [Member] | Noncriticized [Member]

^[1],[2],[3]

1.90%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 186

^[1],[5],[6]

1.30%

^[1],[6]

$ 235

^[1],[5],[6]

2.30%

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

^[1],[6]

$ 421

PCI Loans [Member] | Criticized performing [Member]

^[1],[5],[6]

1.40%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 92

^[1],[5],[6]

0.70%

^[1],[6]

$ 47

^[1],[5],[6]

0.40%

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

^[1],[6]

$ 139

PCI Loans [Member] | Criticized nonperforming [Member]

^[1],[5],[6]

0.50%

Commercial: Risk Profile by Geographic Region and Internal Risk Rating [Line items]

% of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

% of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

^[1],[6]

$ 0

^[1],[5],[6]

0.00%

[1]	Amounts based on managed loans as of December 31, 2010.
[2]	Includes construction loans and land development loans totaling $2.4 billion and $2.5 billion as of December 31, 2010 and 2009, respectively.
[3]	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.
[4]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[5]	Percentages calculated based on total held-for-investment commercial loans in each respective loan category as of the end of the reported period.
[6]	Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.

Loans, Impaired Loans and Commitments (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Feb. 27, 2009

$ 1,075

$ 512

435

1,510

1,047

403

131

1,107

1,688

1,416

Troubled debt restructurings included in impaired loans

Impaired Loans by Type [Line Items]

1,100

280

Loans Acquired in Acquisition [Line Items]

Contractually required principal and interest at acquisition

$ 15,387

Less: Nonaccretable difference (expected principal losses of $2,207 and foregone interest of $1,820)

^[1]

(4,027)

Cash flows expected to be collected at acquisition

^[2]

11,360

Less: Accretable yield

(2,360)

Fair value of loans acquired

^[3]

9,000

Expected principal losses

2,207

Foregone interest

1,820

Expected principal losses on impaired loans

2,100

Foregone interest on impaired loans

1,800

Expected principal losses on non impaired loans

154

Foregone interest on non impaired loans

Held-for-sale loans from acquisition

235

Outstanding Balance and Carrying Value of Acquired Loans [Abstract]

Contractual Balance

7,054

9,264

Carrying Value

5,554

7,251

Impairment charge related to acquired loans

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

2,067

Additions from new acquisitions

2,360

Accretion recognized in earnings

(405)

(293)

Reclassifications from nonaccretable difference for loans with improving cash flows

350

Accretable yield ending balance

2,012

2,067

Unfunded Lending Commitments [Abstract]

Unused credit card lines available to our customers

161,500

154,900

Outstanding unfunded commitments to extend credit other than credit card lines

13,200

12,000

Purchased Credit-Impaired Loans [Member]

Loans Acquired in Acquisition [Line Items]

Contractually required principal and interest at acquisition

12,039

Less: Nonaccretable difference (expected principal losses of $2,207 and foregone interest of $1,820)

^[1]

(3,851)

Cash flows expected to be collected at acquisition

^[2]

8,188

Less: Accretable yield

(1,861)

Fair value of loans acquired

^[3]

6,327

Outstanding Balance and Carrying Value of Acquired Loans [Abstract]

Contractual Balance

5,546

7,114

Carrying Value

4,165

5,256

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

1,742

Additions from new acquisitions

1,861

Accretion recognized in earnings

(299)

(119)

Reclassifications from nonaccretable difference for loans with improving cash flows

311

Accretable yield ending balance

1,754

1,742

Non-Impaired Loans [Member]

Loans Acquired in Acquisition [Line Items]

Contractually required principal and interest at acquisition

3,348

Less: Nonaccretable difference (expected principal losses of $2,207 and foregone interest of $1,820)

^[1]

(176)

Cash flows expected to be collected at acquisition

^[2]

3,172

Less: Accretable yield

(499)

Fair value of loans acquired

^[3]

$ 2,673

Outstanding Balance and Carrying Value of Acquired Loans [Abstract]

Contractual Balance

1,508

2,150

Carrying Value

1,389

1,995

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

325

Additions from new acquisitions

499

Accretion recognized in earnings

(106)

(174)

Reclassifications from nonaccretable difference for loans with improving cash flows

Accretable yield ending balance

258

325

Consumer [Member]

Impaired Loans by Type [Line Items]

TDRs classified as performing loans

Commercial [Member]

Impaired Loans by Type [Line Items]

TDRs classified as performing loans

970

239

Domestic credit card [Member]

753

753

253

500

739

644

International credit card [Member]

160

160

133

154

128

Total credit card [Member]

913

913

386

527

893

772

Auto [Member]

Home loans [Member]

Retail banking [Member]

Total consumer [Member]

323

108

839

Commercial and multifamily real estate [Member]

283

323

317

436

385

Middle Market [Member]

120

113

156

109

Specialty Lending [Member]

Total commercial lending [Member]

398

464

451

614

529

Small-ticket commercial real estate [Member]

Total commercial [Member]

418

500

724

485

687

570

$ 686

Other loans [Member]

Allowance for credit losses activity [Abstract]

$ 0

[1]	Expected principal losses and foregone interest on purchased credit-impaired loans at acquisition totaled $2.1 billion and $1.8 billion, respectively. Expected principal losses and foregone interest on non-impaired loans at acquisition totaled $154 million and $23 million, respectively.
[2]	Represents undiscounted expected principal and interest cash flows at acquisition.
[3]	A portion of the loans acquired in connection with the Chevy Chase Bank acquisition was classified as held for sale. These loans, which had an estimated fair value at acquisition of $235 million, are not included in the above tables.

Allowance for Loan and Lease Losses (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2010

Dec. 31, 2009

$ 4,127

$ 4,524

^[1]

4,317

8,444

(8,238)

(5,342)

1,587

774

(6,651)

(4,568)

^[2]

(72)

(59)

Impairment on consolidated loans accounted for as TDRs

5,628

4,127

$ 53

Allowance for loan and lease losses by impairment methodology [Abstract]

5,192

403

Held-for-investment loans by impairment methodology [Abstract]

4,127

4,524

5,628

$ 4,127

118,883

1,510

5,554

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 125,947

90,619

^[3]

4.47%

Credit card [Member]

Allowance for credit losses activity [Abstract]

2,126

2,737

^[1]

4,244

6,370

(6,781)

(3,334)

1,282

499

(5,499)

(2,835)

^[2]

(12)

Allowance for loan and lease losses by impairment methodology [Abstract]

3,655

2,126

$ 4,041

386

Held-for-investment loans by impairment methodology [Abstract]

2,126

2,737

3,655

2,126

60,458

913

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 0

6.58%

Consumer auto [Member]

Allowance for credit losses activity [Abstract]

665

1,102

^[1]

665

(672)

(1,110)

215

238

(457)

(872)

^[2]

Allowance for loan and lease losses by impairment methodology [Abstract]

353

665

$ 353

Held-for-investment loans by impairment methodology [Abstract]

665

1,102

353

665

17,867

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 0

1.98%

Consumer home loan [Member]

Allowance for credit losses activity [Abstract]

175

^[1]

248

(97)

(87)

(93)

(84)

^[2]

(73)

Allowance for loan and lease losses by impairment methodology [Abstract]

112

175

$ 81

Held-for-investment loans by impairment methodology [Abstract]

175

112

175

7,154

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 4,892

0.93%

Consumer retail banking [Member]

Allowance for credit losses activity [Abstract]

236

151

^[1]

236

(129)

(160)

(105)

(138)

^[2]

Allowance for loan and lease losses by impairment methodology [Abstract]

210

236

$ 209

Held-for-investment loans by impairment methodology [Abstract]

236

151

210

236

4,271

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 102

4.76%

Total consumer [Member]

Allowance for credit losses activity [Abstract]

1,076

1,314

^[1]

1,149

(898)

(1,357)

243

263

(655)

(1,094)

^[2]

(60)

Allowance for loan and lease losses by impairment methodology [Abstract]

675

1,076

$ 643

Held-for-investment loans by impairment methodology [Abstract]

1,076

1,314

675

1,076

29,292

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 4,994

1.96%

Commercial [Member]

Allowance for credit losses activity [Abstract]

785

301

^[1]

785

(444)

(390)

(434)

^[2]

(1)

Allowance for loan and lease losses by impairment methodology [Abstract]

826

785

$ 808

Held-for-investment loans by impairment methodology [Abstract]

785

301

826

785

28,682

500

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 560

2.78%

Allowance for credit losses activity [Abstract]

^[4]

140

172

^[1],[4]

^[4]

140

^[4]

(115)

(207)

^[4]

^[4]

(107)

(205)

^[2],[4]

(2)

Allowance for loan and lease losses by impairment methodology [Abstract]

^[4]

140

$ 86

Held-for-investment loans by impairment methodology [Abstract]

^[4]

$ 140

$ 172

$ 140

451

Allowance as a percentage of period-end held-for-investment loans (in hundredths)

$ 0

19.07%

[1]	Represents the cumulative effect adjustment on the allowance for loan and lease losses from the January 1, 2010 adoption of the new consolidation accounting standards. Includes an adjustment of $53 million made in the second quarter of 2010 for the impact as of January 1, 2010 of impairment on consolidated loans accounted for as TDRs. See "Note 2-Acquisitions and Restructuring Activities."
[2]	Represents the net impact on the allowance and lease losses attributable to acquisitions, sales and other.
[3]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.
[4]	Other consists of our discontinued GreenPoint mortgage operations loan portfolio and our community redevelopment loan portfolio.

Variable Interest Entities and Securitizations (Details)
$ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Dec. 31, 2008

USD ($)

$ 55,906

$ 155

27,204

^[1]

2,035

1,662

^[2]

344

640

Option ARM Loan Securitizations [Abstract]

^[3]

2,158

1,662

Option arm mortgage loan securitization debt securities

1,300

$ 4,600

Number of off-balance sheet mortgage trusts

Number of mortgage trusts consolidated from adoption of new guidance

Consolidation impact of option arm mortgage loans on loans held for investment

$ 1,500

Consolidation impact of option arm mortgage loans on the allowance for loan losses

Consolidation impact of option arm mortgage loans on securitized debt obligations

1,500

Consolidation impact of option arm mortgage loans other net assets

(29)

Consolidation impact of option arm mortgage loans stockholders' equity

(114)

Deconsolidation impact of option arm mortgage loans on loans held for investment

1,500

Deconsolidation impact of option arm mortgage loans on allowance for loan losses

Deconsolidation impact of option arm mortgage loans on securitized debt obligations

1,500

Deconsolidation impact of option arm mortgage loans on other assets

Retained Interests after deconsolidation impact of option arm mortgage loans

Non-interest income impact from deconsolidation

128

Mortgage trust loan balance, not consolidated

3,000

Option arm mortgage loan securitization debt securities, not consolidated

3,100

GreenPoint Mortgage HELOCs [Abstract]

Funded HELOC advances

Unfunded commitment on residual interests on trusts

GreenPoint Mortgage Manufactured Housing [Abstract]

Letters of credit funded amount

183

205

Fair value of letters of credit funded amount

Maximum liability under HELOC swaps

Liability position under HELOC swaps

Residual interests on manufactured housing securitization transactions

1,400

1,500

Clean-up call exposure on manufactured housing securitization transactions

420

Fair value of accounts receivable from securitizations [Line Items]

Interest-only strip classified as trading

245

Retained interests classified as trading [Abstract]

Retained notes

573

Cash collateral

141

Investor accrued interest receivable

898

Total retained interests classified as trading

1,612

Retained notes classified as available for sale

2,088

Other retained interests

Total retained residual interests

3,957

Payments due to investors for interest on the notes

(62)

Collections on deposit for off-balance sheet securitizations

^[4]

3,233

Total accounts receivable from securitizations

118

7,128

Principal collections on deposit for off-balance sheet securitizations

2,200

Gain or loss in earnings from changes in the fair value of retained interests [Abstract}

Interest only strip valuation changes

(6)

^[5]

(96)

$ (225)

Fair value adjustments related to spread accounts

^[5]

(3)

Fair value adjustments related to investors' accrued interest receivable

^[5]

(11)

Fair value adjustments related to retained subordinated notes

(18)

^[5]

(57)

(32)

Net loss recognized in earnings

$ (19)

^[5]

(161)

$ (260)

Securitization shock rate - low (in hundredths)

10.00%

Securitization shock rate - high (in hundredths)

20.00%

Discount Rate [Abstract]

Servicing fee rate range - lower end (in hundredths)

0.50%

Servicing fee rate range - upper end (in hundredths)

4.00%

Proceeds from new securitizations

$ 0

12,068

Collections reinvested in revolving securitizations

70,896

Repurchases of accounts from the trust

Servicing fees received

879

Cash flows received on retained interests

^[6]

116

5,252

Supplemental loan information [Abstract]

Total Principal Amount of Loans

1,396

4,642

Principal Amount of Loans Past Due 90 Days or More

257

1,247

Net Credit Losses

136

217

Affordable Housing Entities [Abstract]

Balance of Affordable Housing Entities Assets and Liabilities Unconsolidated

7,500

7,300

Net impact from consolidation

Other [Abstract]

Carrying Amount of Other VIE Assets and Liabilities

395

430

Securitized VIEs [Member]

55,676

27,204

^[1]

174

^[2]

Securitized VIEs [Member] | Credit Card Securitizations [Member]

^[3]

297

53,694

25,622

^[1]

^[2]

Securitized VIEs [Member] | Auto Securitizations [Member]

^[3]

1,784

1,518

^[1]

^[2]

Securitized VIEs [Member] | Mortgage securitizations [Member]

^[3]

^[1]

174

^[2]

Securitized VIEs [Member] | Other securitizations [Member]

^[3]

297

198

^[1]

^[2]

Unsecuritized VIEs [Member]

^[3]

230

^[1]

1,861

^[2]

307

Unsecuritized VIEs [Member] | Affordable housing entities [Member]

^[3]

1,861

^[1]

1,681

1,401

^[2]

304

638

Unsecuritized VIEs [Member] | Entities that provide capital to low-income and rural communities [Member]

^[3]

1,681

1,401

230

155

^[1]

^[2]

Unsecuritized VIEs [Member] | Other [Member]

^[3]

^[1]

174

203

^[2]

Fair value of accounts receivable from securitizations [Line Items]

^[3]

174

203

Non mortgage [Member]

Interest-only strip classified as trading

^[7]

Retained interests classified as trading [Abstract]

Retained notes

^[7]

573

Cash collateral

^[7]

138

Investor accrued interest receivable

^[7]

898

Total retained interests classified as trading

^[7]

1,609

Retained notes classified as available for sale

^[7]

2,088

Other retained interests

^[7]

Total retained residual interests

^[7]

3,719

Payments due to investors for interest on the notes

^[7]

(61)

Collections on deposit for off-balance sheet securitizations

^[4],[7]

3,233

Total accounts receivable from securitizations

^[7]

6,891

Mortgage [Member]

Fair value of accounts receivable from securitizations [Line Items]

Interest-only strip classified as trading

^[8]

223

Retained interests classified as trading [Abstract]

Retained notes

^[8]

Cash collateral

^[8]

Investor accrued interest receivable

^[8]

Total retained interests classified as trading

^[8]

Retained notes classified as available for sale

^[8]

Other retained interests

^[8]

Total retained residual interests

^[8]

120

238

Payments due to investors for interest on the notes

^[8]

(1)

Collections on deposit for off-balance sheet securitizations

^[4],[8]

Total accounts receivable from securitizations

^[8]

120

237

Non mortgage [Member] | Credit Card [Member]

Information on securitization programs [Line Items]

25,415

42,523

52,355

45,778

161

$ 0

$ 2

Yes

Yes

Non mortgage [Member] | Other Loan [Member]

Information on securitization programs [Line Items]

$ 48

$ 260

191

406

$ 0

$ 39

Yes

Yes

Non mortgage [Member] | Auto Loan [Member]

Yes

^[9]

Information on securitization programs [Line Items]

$ 1,453

$ 4,035

1,528

4,166

147

281

$ 0

Yes

Yes

Mortgage [Member] | Option Arm [Member]

Information on securitization programs [Line Items]

$ 1,311

$ 4,584

1,405

4,642

$ 0

Yes

^[10]

Yes

Mortgage [Member] | GreenPoint HELOCs [Member]

Information on securitization programs [Line Items]

$ 284

$ 383

284

383

$ 0

Yes

^[10]

Yes

Mortgage [Member] | GreenPoint MFH [Member]

^[11]

Yes

Information on securitization programs [Line Items]

$ 1,501

$ 1,665

1,393

1,672

183

204

$ 0

Yes

Goodwill And Other Intangible Assets [Abstract]

[1]	The carrying amount of assets of securitization related VIEs is comprised of retained interests reported as accounts receivable from securitizations and letters of credit related to manufactured housing securitizations, separately disclosed in the Accounts Receivable from Securitizations and Other Mortgage Securitizations sections of this Note, respectively. See "Note 8-Goodwill and Other Intangible Assets" for carrying value of mortgage servicing rights related to unconsolidated VIEs.
[2]	The carrying amount of liabilities of securitization related VIEs is comprised of obligations to fund negative amortization bonds associated with the securitization of option arm mortgage loans and obligations on certain swap agreements associated with the securitization of manufactured housing loans.
[3]	The maximum exposure to loss represents the amount of loss we would incur in the unlikely event that all of our assets in the VIEs became worthless and we were required to meet our maximum remaining funding obligations.
[4]	Collections on deposit for off-balance sheet securitizations include $2.2 billion of principal collections accumulated for expected maturities of securitization transactions as of December 31, 2009. There were no collections on deposit for off-balance sheet securitizations as of December 31, 2010. Collections on deposit for secured borrowings are included in restricted cash on the consolidated balance sheet as of January 1, 2010 and thereafter.
[5]	2010 contains both mortgage related amounts representing valuation changes of mortgage interest only strips, spread accounts, and retained interests held at December 31, 2010 and non-mortgage related amounts representing the one installment loan securitization that remained off-balance sheet through September 15, 2010.
[6]	Includes all cash receipts of excess spread and other payments (excluding servicing fees) from the program. Cash flows in 2009 include securitizations that no longer qualify as off-balance sheet. Results for 2010 include the impact from the clean-up call payment for the liquidation of the off-balance sheet installment loan trust.
[7]	As of December 31, 2009, non-mortgage related accounts receivable from securitizations includes credit card, installment loan and auto trusts.
[8]	The mortgage securitization transactions relate to the Chevy Chase Bank acquisition which occurred on February 27, 2009.
[9]	One installment loan program breached an amortization trigger in the first quarter of 2009 which moved the program from pro- rata to sequential amortization. We exercised our clean-up call option on this installment loan program on September 15, 2010.
[10]	We continue to service some of the outstanding balance of securitized mortgage receivables.
[11]	See information below regarding on-going involvement in the GreenPoint Home Equity Line of Credit ("HELOC") securitizations.

Goodwill and Other Intangible Assets (Details)
$ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Dec. 31, 2008

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Mar. 31, 2009

USD ($)

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

$ 13,591.0

$ 13,596.0

$ 11,964.0

$ 13,591.0

$ 13,596.0

Total goodwill and other intangible assets

733.0

906.0

14,324.0

14,502.0

Mortgage Servicing Rights

$ 141.0

240.0

151.0

141.0

240.0

Goodwill [Abstract]

Goodwill associated with the Chevy Chase Bank acquisition

$ 1,600.0

Cash flow value discount rates, low end of range (in hundredths)

10.00%

Cash flow discount rates, high end of range (in hundredths)

14.60%

Decline in the Domestic Card reporting unit fair value (in hundredths)

34.00%

Decline in the International Card reporting unit fair value (in hundredths)

14.00%

Decline in the Auto Finance reporting unit fair value (in hundredths)

37.00%

Decline in the Commercial Banking reporting unit fair value (in hundredths)

21.00%

Decline in the Consumer Banking reporting unit fair value (in hundredths)

30.00%

$ 13,596.0

11,964.0

(5.0)

7.0

1,625.0

0.0

Intangible assets associated with the Chevy Chase Bank acquisition

13,591.0

13,596.0

11,964.0

$ 278.0

Intangible assets subject to amortization [Line Items]

1,709.0

1,662.0

(976.0)

(756.0)

Intangible amortization expense

733.0

906.0

$ 220.0

235.0

201.0

Weighted average amortization period for all purchase accounting intangibles (in years)

7.400000

Estimated future amortization [Abstract]

$ 196.0

161.0

130.0

100.0

71.0

75.0

733.0

Mortgage Servicing Rights [Abstract]

Balance, beginning of period

240.0

151.0

Acquired in acquisitions

^[1]

0.0

110.0

Originations

12.0

16.0

Sales

(42.0)

0.0

Change in fair value, net

(69.0)

(37.0)

Balance, end of period

$ 141.0

$ 240.0

151.0

Ratio of mortgage servicing rights to related loans serviced for others (in hundredths)

71.00%

81.00%

Weighted average service fee

0.28

0.29

Fair value adjustments to the MSRs [Abstract]

Change in fair value due to run-off and cash collections

$ 28.0

$ 31.0

Change in fair value due to valuation input and assumption changes

$ 41.0

$ 6.0

Assumptions Used In Estimating The Fair Value Of The MSR's [Abstract]

Weighted average prepayment rate (includes default rate) (in hundredths)

14.25%

17.61%

Weighted average life (in years)

6.07

5.15

Change in the weighted average prepayment rate

10.23%

11.46%

10% and 20%

Fair value change due to a 10% change in weighted average prepayment rates

6.0

Fair value change due to a 20% change in weighted average prepayment rates

12.0

Change in servicing costs

10% and 20%

Fair value change due to a 10% change in servicing costs

11.0

Fair value change due to a 20% change in servicing costs

23.0

Aggregate unpaid principal balance

30,800.0

43,000.0

Serviced for other-than-company investors

20,200.0

30,300.0

Core deposit intangibles [Member]

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

Intangible assets subject to amortization [Line Items]

650.0

849.0

1,562.0

(912.0)

(713.0)

$ 650.0

$ 849.0

Lease intangibles [Member]

7.0

8.0

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

Intangible assets subject to amortization [Line Items]

$ 26.0

$ 31.0

54.0

(28.0)

(23.0)

$ 26.0

$ 31.0

Purchased credit card relationship intangible [Member]

21.7

22.7

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

Intangible assets subject to amortization [Line Items]

$ 42.0

^[2]

$ 0.0

^[2]

47.0

^[2]

(5.0)

$ 42.0

^[2]

0.0

Trust intangibles [Member]

^[2]

6.1

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

Intangible assets subject to amortization [Line Items]

$ 6.0

6.0

11.0

(5.0)

$ 6.0

Other intangibles [Member]

12.9

13.9

Schedule Of Finite Lived Intangible Assets Including Goowill Line Items

Intangible assets subject to amortization [Line Items]

$ 9.0

$ 20.0

35.0

(26.0)

(15.0)

$ 9.0

$ 20.0

National Lending [Member]

3.3

3.2

Goodwill And Other Intangible Assets [Abstract]

$ 0.0

5,303.0

$ 0.0

0.0

5,303.0

0.0

9.0

0.0

(5,312.0)

Goodwill And Other Intangible Assets [Abstract]

0.0

5,303.0

Local Banking [Member]

0.0

6,661.0

0.0

0.0

6,661.0

0.0

0.0

(6,661.0)

Goodwill And Other Intangible Assets [Abstract]

0.0

6,661.0

Credit Card [Member]

4,693.0

0.0

4,690.0

4,693.0

4,693.0

0.0

(3.0)

1.0

0.0

4,692.0

Goodwill And Other Intangible Assets [Abstract]

4,690.0

4,693.0

0.0

Consumer [Member]

4,585.0

0.0

4,583.0

4,585.0

4,585.0

0.0

(2.0)

0.0

0.0

4,585.0

Goodwill And Other Intangible Assets [Abstract]

4,583.0

4,585.0

0.0

Commercial [Member]

4,318.0

0.0

4,318.0

4,318.0

0.0

0.0

(3.0)

0.0

4,321.0

4,318.0

0.0

Goodwill And Other Intangible Assets [Abstract]

0.0

^[3]

0.0

^[3]

0.0

^[3]

$ 0.0

^[3]

^[3]

0.0

0.0

^[3]

^[3]

1,625.0

^[3]

(1,625.0)

Interest-bearing deposits represented by large denomination certificates of $100,000 or more

$ 0.0

^[3]

$ 0.0

^[3]

[1]	Related to the Chevy Chase Bank acquisition completed on February 27, 2009.
[2]	Relates to the acquisition of the legacy Sony Card portfolio in the third quarter of 2010.
[3]	Goodwill attributed to the Chevy Chase Bank acquisition was initially recorded in the "Other" category until the segment reorganization.

Premises, Equipment & Lease Commitments (Details) $ in Millions	12 Months Ended
	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Dec. 31, 2008 USD ($)
Premises and Equipment [Line item]
Gross	$ 5,004	$ 4,817
Less: Accumulated depreciation and amortization	(2,255)	(2,081)
Total premises and equipment, net	2,749	2,736
Depreciation and amortization expense from continuing operations	327	327	$ 331
Total rent expenses from continuing operations	191	183	$ 164
Future minimum rental commitments [Abstract]
2011	159
2012	152
2013	145
2014	135
2015	122
Thereafter	785
Total	1,498
Minimum sublease rental income	28
Land [Member]
Premises and Equipment [Line item]
Gross	562	583
Purchase price allocation of premises and equipment, Chevy Chase Bank		159
Buildings and improvements [Member]
Premises and Equipment [Line item]
Gross	$ 1,948	1,836
Useful lives, minimum years	5
Useful lives, maximum years	39
Purchase price allocation of premises and equipment, Chevy Chase Bank		248
Furniture and equipment [Member]
Premises and Equipment [Line item]
Gross	$ 1,315	1,237
Useful lives, minimum years	3
Useful lives, maximum years	10
Purchase price allocation of premises and equipment, Chevy Chase Bank		69
Computers and software [Member]
Premises and Equipment [Line item]
Gross	$ 921	922
Useful lives, minimum years	3
Useful lives, maximum years	7
Purchase price allocation of premises and equipment, Chevy Chase Bank		42
In process [Member]
Premises and Equipment [Line item]
Gross	$ 258	239
Purchase price allocation of premises and equipment, Chevy Chase Bank		$ 11

Deposits and Borrowings (Details)
$ in Thousands

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Jul. 26, 2009

USD ($)

Borrowings [Abstract]

$ 6,500,000

$ 8,800,000

Amount of deposits sold from sale of U.K. deposits business

$ 1,200,000

Number of years after filing that shelf registration statement expires

Federal Home Loan Bank Stock

$ 269,000

264,000

Securitized Debt Obligations [Abstract]

Increase in assets due to new consolidation guidance

41,900,000

Increase in securitized debt obligations due to new consolidation guidance

44,300,000

Senior and Subordinated Debt [Abstract]

Senior and Subordinated Global Bank Notes outstanding

820,000

1,300,000

Fair value adjustments to senior and subordinated notes

8,650,000

9,045,000

578,000

300,000

Amount of two senior notes that matured during the year

671,000

FHLB Advances [Abstract]

FHLB advances outstanding

1,100,000

3,200,000

Deposits: [Abstract]

Interest-bearing deposits

15,048,000

13,439,000

^[1]

107,162,000

102,370,000

Total customer deposits

122,210,000

115,809,000

Total short-term borrowings

13,106,000

5,576,000

Total short-term borrowings and long-term debt

Total long-term debt

28,690,000

15,438,000

41,796,000

21,014,000

Maturities of Deposits and Borrowings [Abstract]

23,314,000

9,108,000

8,668,000

6,261,000

2,763,000

13,916,000

64,030,000

Senior and subordinated bank notes [Member]

8,000

Senior and subordinated bank notes [Member] | 5.75% Senior Fixed Notes due 2010 [Member]

$ 0

8,000

Interest rate stated in the debt agreement (in hundredths)

5.75%

Dec. 31, 2010

$ 516,722

$ 0

517,000

Interest rate stated in the debt agreement (in hundredths)

5.75%

Dec. 31, 2010

$ 516,722

Senior and subordinated bank notes [Member] | 9.25% Subordinated Fixed Notes due 2010 [Member]

$ 0

517,000

Interest rate stated in the debt agreement (in hundredths)

9.25%

Dec. 31, 2010

$ 150,000

$ 0

154,000

Interest rate stated in the debt agreement (in hundredths)

9.25%

Dec. 31, 2010

$ 150,000

Senior and subordinated corporation notes [Member]

154,000

30,000

Senior and subordinated corporation notes [Member] | 5.70% Senior Fixed Notes due 2011 [Member]

$ 30,000

Interest rate stated in the debt agreement (in hundredths)

5.70%

Dec. 31, 2011

$ 854,451

$ 854,000

Interest rate stated in the debt agreement (in hundredths)

5.70%

Dec. 31, 2011

$ 854,451

Senior Subordinated Short Term Notes [Member]

854,000

884,000

679,000

Secured Debt [Member] | Fixed, interest rates ranging from 3.20% to 5.76%, due 2011 to 2012 [Member]

$ 884,000

679,000

0.0320

0.0576

2011

2012

^[2]

$ 4,075,000

433,000

0.0320

0.0576

2011

2012

Secured Debt [Member] | Variable, interest rates ranging from 0.27% to 2.62%, due 2011 to 2012 [Member]

^[2]

$ 4,075,000

433,000

0.0027

0.0262

2011

2012

^[2]

$ 6,545,000

1,242,000

0.0027

0.0262

2011

2012

FHLB Advances [Member] | Fixed, interest rates ranging from 2.69% to 7.22%, due 2010 to 2011 [Member]

^[2]

$ 6,545,000

1,242,000

0.0269

0.0722

2010

2011

^[3]

$ 78,000

2,081,000

0.0269

0.0722

2010

2011

Federal Funds Purchased and Resale Agreements [Member]

^[3]

$ 78,000

2,081,000

2011

^[4]

$ 1,517,000

1,140,000

2011

Other Borrowings [Member]

^[4]

$ 1,517,000

1,140,000

Total other short-term borrowings

7,000

1,000

12,222,000

4,897,000

Senior and subordinated long-term debt bank notes [Member]

7,000

1,000

154,000

43,000

Senior and subordinated long-term debt bank notes [Member] | 5.125% Senior Fixed Notes due 2014 [Member]

$ 154,000

43,000

Interest rate stated in the debt agreement (in hundredths)

5.125%

Dec. 31, 2014

$ 274,696

$ 275,000

275,000

Interest rate stated in the debt agreement (in hundredths)

5.125%

Dec. 31, 2014

$ 274,696

Senior and subordinated long-term debt bank notes [Member] | 6.50% Subordinated Fixed Notes due 2013 [Member]

$ 275,000

275,000

Interest rate stated in the debt agreement (in hundredths)

6.50%

Dec. 31, 2013

$ 500,000

$ 499,000

499,000

Interest rate stated in the debt agreement (in hundredths)

6.50%

Dec. 31, 2013

$ 500,000

Senior and subordinated long-term debt bank notes [Member] | 8.80% Subordinated Fixed Notes due 2019 [Member]

$ 499,000

499,000

Interest rate stated in the debt agreement (in hundredths)

8.80%

Dec. 31, 2019

$ 1,500,000

$ 1,500,000

1,500,000

Interest rate stated in the debt agreement (in hundredths)

8.80%

Dec. 31, 2019

$ 1,500,000

Senior and subordinated long-term debt corporation notes [Member]

1,500,000

394,000

249,000

Senior and subordinated long-term debt corporation notes [Member] | 5.70% Senior Fixed Notes due 2011 [Member]

$ 394,000

249,000

Interest rate stated in the debt agreement (in hundredths)

5.70%

Dec. 31, 2011

$ 854,451

$ 0

854,000

Interest rate stated in the debt agreement (in hundredths)

5.70%

Dec. 31, 2011

$ 854,451

Senior and subordinated long-term debt corporation notes [Member] | 4.80% Senior Fixed Notes due 2012 [Member]

$ 0

854,000

Interest rate stated in the debt agreement (in hundredths)

4.80%

Dec. 31, 2012

$ 282,335

$ 282,000

282,000

Interest rate stated in the debt agreement (in hundredths)

4.80%

Dec. 31, 2012

$ 282,335

Senior and subordinated long-term debt corporation notes [Member] | 6.25% Senior Fixed Notes due 2013 [Member]

$ 282,000

282,000

Interest rate stated in the debt agreement (in hundredths)

6.25%

Dec. 31, 2013

$ 277,665

$ 277,000

277,000

Interest rate stated in the debt agreement (in hundredths)

6.25%

Dec. 31, 2013

$ 277,665

Senior and subordinated long-term debt corporation notes [Member] | 7.375% Senior Fixed Notes due 2014 [Member]

$ 277,000

277,000

Interest rate stated in the debt agreement (in hundredths)

7.375%

Dec. 31, 2014

$ 1,000,000

$ 996,000

996,000

Interest rate stated in the debt agreement (in hundredths)

7.375%

Dec. 31, 2014

$ 1,000,000

Senior and subordinated long-term debt corporation notes [Member] | 5.50% Senior Fixed Notes due 2015 [Member]

$ 996,000

996,000

Interest rate stated in the debt agreement (in hundredths)

5.50%

Dec. 31, 2015

$ 375,005

$ 375,000

375,000

Interest rate stated in the debt agreement (in hundredths)

5.50%

Dec. 31, 2015

$ 375,005

Senior and subordinated long-term debt corporation notes [Member] | 5.25% Senior Fixed Notes due 2017 [Member]

$ 375,000

375,000

Interest rate stated in the debt agreement (in hundredths)

5.25%

Dec. 31, 2017

$ 226,290

$ 226,000

226,000

Interest rate stated in the debt agreement (in hundredths)

5.25%

Dec. 31, 2017

$ 226,290

Senior and subordinated long-term debt corporation notes [Member] | 6.75% Senior Fixed Notes due 2017 [Member]

$ 226,000

226,000

Interest rate stated in the debt agreement (in hundredths)

6.75%

Dec. 31, 2017

$ 1,341,045

$ 1,338,000

1,338,000

Interest rate stated in the debt agreement (in hundredths)

6.75%

Dec. 31, 2017

$ 1,341,045

Senior and subordinated long-term debt corporation notes [Member] | 5.875% Subordinated Fixed Notes due 2012 [Member]

$ 1,338,000

1,338,000

Interest rate stated in the debt agreement (in hundredths)

5.875%

Dec. 31, 2012

$ 350,000

$ 353,000

355,000

Interest rate stated in the debt agreement (in hundredths)

5.875%

Dec. 31, 2012

$ 350,000

Senior and subordinated long-term debt corporation notes [Member] | 5.35% Subordinated Fixed Notes due 2014 [Member]

$ 353,000

355,000

Interest rate stated in the debt agreement (in hundredths)

5.35%

Dec. 31, 2014

$ 100,000

$ 99,000

99,000

Interest rate stated in the debt agreement (in hundredths)

5.35%

Dec. 31, 2014

$ 100,000

Senior and subordinated long-term debt corporation notes [Member] | 6.15% Subordinated Fixed Notes due 2016 [Member]

$ 99,000

99,000

Interest rate stated in the debt agreement (in hundredths)

6.15%

Dec. 31, 2016

$ 1,000,000

$ 998,000

998,000

Interest rate stated in the debt agreement (in hundredths)

6.15%

Dec. 31, 2016

$ 1,000,000

Senior and subordinated long-term debt notes [Member]

998,000

7,766,000

8,366,000

Junior Subordinated Debentures [Member]

7,766,000

8,366,000

Total junior subordinated notes

Unamortized Fees

1,000

(1,000)

$ 3,642,000

3,640,000

Junior Subordinated Debentures [Member] | 8.00% Subordinated Fixed Notes due 2027 [Member]

Interest rate stated in the debt agreement (in hundredths)

8.00%

Dec. 31, 2027

$ 103,093

$ 109,000

109,000

Interest rate stated in the debt agreement (in hundredths)

8.00%

Dec. 31, 2027

$ 103,093

Junior Subordinated Debentures [Member] | 8.17% Subordinated Fixed Notes due 2028 [Member]

$ 109,000

109,000

Interest rate stated in the debt agreement (in hundredths)

8.17%

Dec. 31, 2028

$ 46,547

$ 49,000

49,000

Interest rate stated in the debt agreement (in hundredths)

8.17%

Dec. 31, 2028

$ 46,547

Junior Subordinated Debentures [Member] | 3.339% Subordinated Floating Notes due 2033 [Member]

$ 49,000

49,000

Interest rate stated in the debt agreement (in hundredths)

3.339%

Dec. 31, 2033

$ 10,310

^[5]

$ 11,000

11,000

Interest rate stated in the debt agreement (in hundredths)

3.339%

Dec. 31, 2033

$ 10,310

Junior Subordinated Debentures [Member] | 7.686% Subordinated Fixed Notes due 2036 [Member]

^[5]

$ 11,000

11,000

Interest rate stated in the debt agreement (in hundredths)

7.686%

Dec. 31, 2036

$ 651,000

$ 651,000

651,000

Interest rate stated in the debt agreement (in hundredths)

7.686%

Dec. 31, 2036

$ 651,000

Junior Subordinated Debentures [Member] | 6.745% Subordinated Fixed Notes due 2037 [Member]

$ 651,000

651,000

Interest rate stated in the debt agreement (in hundredths)

6.745%

Dec. 31, 2037

$ 500,010

$ 500,000

500,000

Interest rate stated in the debt agreement (in hundredths)

6.745%

Dec. 31, 2037

$ 500,010

Junior Subordinated Debentures [Member] | 10.25% Subordinated Fixed Notes due 2039 [Member]

$ 500,000

500,000

Interest rate stated in the debt agreement (in hundredths)

10.25%

Dec. 31, 2039

$ 1,000,010

$ 988,000

988,000

Interest rate stated in the debt agreement (in hundredths)

10.25%

Dec. 31, 2039

$ 1,000,010

Junior Subordinated Debentures [Member] | 8.875% Subordinated Fixed Notes due 2040 [Member]

$ 988,000

988,000

Interest rate stated in the debt agreement (in hundredths)

8.75%

Dec. 31, 2040

$ 1,000,010

$ 987,000

987,000

Interest rate stated in the debt agreement (in hundredths)

8.75%

Dec. 31, 2040

$ 1,000,010

Junior Subordinated Debentures [Member] | 7.50% Subordinated Fixed Notes due 2066 [Member]

$ 987,000

987,000

Interest rate stated in the debt agreement (in hundredths)

7.50%

Dec. 31, 2066

$ 346,000

$ 346,000

346,000

Interest rate stated in the debt agreement (in hundredths)

7.50%

Dec. 31, 2066

$ 346,000

346,000

Secured Debt [Member]

^[2]

(79,000)

Total secured borrowings

^[2]

10,620,000

1,675,000

Secured Debt [Member] | Fixed, interest rates ranging from 4.56% to 6.40%, due 2012 [Member]

^[2]

(79,000)

Secured borrowings

^[2]

$ 16,216,000

2,280,000

0.0456

0.0640

Dec. 31, 2012

^[2]

$ 3,689,000

562,000

0.0456

0.0640

Dec. 31, 2012

Secured Debt [Member] | Variable, interest rates ranging from 0.28% to 4.76%, due 2012 to 2028 [Member]

^[2]

$ 3,689,000

562,000

0.0028

0.0476

2012

2028

^[2]

$ 12,606,000

1,718,000

0.0028

0.0476

2012

2028

^[2]

$ 12,606,000

1,718,000

FHLB Advances [Member]

FHLB Advances [Member] | Fixed, interest rates ranging from 2.97% to 6.88%, due 2012 to 2023 [Member]

FHLB advances

$ 1,066,000

1,152,000

0.0297

0.0688

2012

2023

^[3]

$ 141,000

227,000

0.0297

0.0688

2012

2023

FHLB Advances [Member] | Variable, interest rate of 0.37% due 2014 [Member]

^[3]

$ 141,000

227,000

Interest rate stated in the debt agreement (in hundredths)

0.37%

Dec. 31, 2014

^[3]

$ 925,000

925,000

Interest rate stated in the debt agreement (in hundredths)

0.37%

Dec. 31, 2014

Interest Bearing Time Deposits [Member]

^[3]

$ 925,000

Maturities of Deposits and Borrowings [Abstract]

2011

^[6]

10,208,000

2012

^[6]

3,582,000

2013

^[6]

5,181,000

2014

^[6]

973,000

2015

^[6]

1,841,000

Thereafter

^[6]

449,000

Senior and Subordinated Notes [Member]

^[6]

22,234,000

Maturities of Deposits and Borrowings [Abstract]

884,000

657,000

822,000

1,430,000

403,000

4,454,000

8,650,000

Other Borrowings [Member]

Maturities of Deposits and Borrowings [Abstract]

12,222,000

4,869,000

2,665,000

3,858,000

519,000

9,013,000

$ 33,146,000

[1]	Interest bearing deposits have a weighted average rate of 1.37% and 2.04% at December 31, 2010 and 2009, respectively.
[2]	Secured borrowings have a weighted average rate of 1.85% and 2.37% at December 31, 2010 and 2009, respectively.
[3]	FHLB advances have a weighted average rate 1.249% and 2.245% at December 31, 2010 and 2009, respectively.
[4]	Federal funds purchased have a weighted average rate of 0.23% and 0.11% at December 31, 2010 and 2009, respectively.
[5]	Floating rate junior subordinated notes have a weighted average rate of 3.339% and 3.301% at December 31, 2010 and 2009, respectively.
[6]	Includes only those interest bearing deposits which have a contractual maturity date.

Derivative Instruments and Hedging Activities (Details)
$ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Notional amount of intercompany interest rate swap agreements

6,500

Fair value of derivative assets

$ 1,300

$ 1,100

Fair value of derivative liabilities

636

407

Notional or contractual amount derivatives designated as accounting hedges

27,904

24,014

Notional or contractual amount derivatives not designated as accounting hedges

22,855

35,222

Notional or Contractual Amount

50,759

59,236

Fair value of derivatives designated as accounting hedges - Assets

^[1]

766

374

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

553

695

Fair value of derivatives - Assets

^[1]

1,319

1,069

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

255

130

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

381

277

Fair value of derivatives - Liabilities

^[1]

636

407

Net cumulative credit risk valuation adjustment related to derivative counterparties

Gain (loss) recognized in earnings on hedged items

^[2]

343

(266)

^[2]

(293)

313

Net fair value hedge ineffectiveness gain (loss)

Net derivatives gain recognized in earnings

(19)

101

Amount of income (expense) included in servicing and securitizations income

(4)

Amount of expense included in non-interest income

(5)

Cash flow hedges, gain (loss) recognized in AOCI [Abstract]

Interest rate contracts

^[3]

175

Total cash flow hedges, gain (loss) recognized in AOCI

^[3]

(1)

^[3]

186

Net investment hedges, gain (loss) recognized in AOCI: [Abstract]

Net derivatives gain (loss) recognized in AOCI

^[3]

(7)

^[3]

179

Cash flow hedges, gain (loss) reclassified from AOCI into earnings: [Abstract]

Interest rate contracts

^[4]

(74)

(89)

Total cash flow hedges, gain (loss) reclassified from AOCI into earnings

^[5]

(3)

(74)

(92)

Cash flow hedges, gain (loss) recognized in earnings due to ineffectiveness: [Abstract]

Interest rate contracts

^[5]

(1)

Total cash flow hedges, gain (loss) recognized in earnings due to ineffectiveness

^[5]

(1)

Net investment hedges, gain (loss) recognized in earnings due to ineffectiveness: [Abstract]

Net derivatives loss recognized in earnings

^[3]

^[3]

(73)

(93)

Gain (net after tax) recorded in AOCI related to derivatives designated as cash flow hedges expected to be reclassified to earnings over the next 12 months

$ 2

Maximum length of time over which forecasted transactions were hedged

Maximum credit exposure on credit default swap agreements

$ 27

Fair value of credit default swap agreements

Fair value of derivative instruments with credit-risk-related contingent features

117

Collateral posted for derivative instruments with credit-risk-related contingent features

229

254

Contingent collateral required upon credit rating falling below investment grade

Cash collateral from derivatives counterparties

668

338

Cash collateral posted to derivatives counterparties

229

254

Cumulative counterparty credit risk valuation adjustment

Cumulative credit risk valuation adjustment related to our credit quality

Fair value interest rate contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

17,001

17,289

Fair value of derivatives designated as accounting hedges - Assets

^[1]

747

359

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

Cash flow interest rate contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

8,585

5,096

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

151

Total interest rate contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

25,586

22,385

Notional or contractual amount derivatives not designated as accounting hedges

20,491

34,241

Fair value of derivatives designated as accounting hedges - Assets

^[1]

761

359

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

331

691

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

228

118

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

297

270

Cash flow foreign exchange contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

2,266

1,576

Notional or contractual amount derivatives not designated as accounting hedges

1,384

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

214

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Net investment foreign exchange contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

Total foreign exchange contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

2,318

1,629

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

Mortgage servicing rights interest rate contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

625

935

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Customer accommodation interest rate contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

^[6]

12,287

9,968

Fair value of derivatives not designated as accounting hedges - Assets

^[1],[6]

282

193

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1],[6]

244

173

Other interest rate exposures interest rate contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

7,579

23,338

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

494

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Other Contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

980

981

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

$ 17

Fair value hedges [Member]

Fair Value And Cash Flow Hedging Maturity Dates [Line Items]

Higher Remaining Maturity Range

2019

Cash flow hedges [Member]

Fair Value And Cash Flow Hedging Maturity Dates [Line Items]

Higher Remaining Maturity Range

2017

Mortgage servicing rights interest rate contracts [Member]

Customer accommodation interest rate contracts [Member]

^[7]

$ (21)

(27)

Other interest rate exposures interest rate contracts [Member]

^[2]

Total interest rate contracts [Member]

^[2]

Cash flow foreign exchange contracts [Member]

(10)

^[2]

Other Contracts [Member]

^[7]

$ 38

$ (9)

[1]	Derivative asset and liability amounts are presented on a gross basis based on individual contracts and do not reflect the impact of legally enforceable master counterparty netting agreements, collateral received/posted or net credit risk valuation adjustments. We recorded a net cumulative credit risk valuation adjustment related to our derivative positions of $20 million and $4 million as of December 31, 2010 and 2009, respectively. See "Derivative Counterparty Credit Risk" below for additional information.
[2]	Amounts are recorded in our consolidated statements of income in other non-interest income.
[3]	Amounts represent the effective portion.
[4]	Amounts reclassified are recorded in our consolidated statements of income in interest income or interest expense.
[5]	Amounts reclassified are recorded in our consolidated statements of income in other non-interest income.
[6]	Customer accommodation derivatives include those entered into with our commercial banking customers and those entered into with other counterparties to offset the market risk.
[7]	Other contracts include items such as To Be Announced ("TBA") forward contracts and futures contracts. Of the $38 million of income recognized in 2010, $43 million was included in our consolidated statements of income in servicing and securitizations income offset by $5 million of expense included in non-interest income. Of the $9 million of expense recognized in 2009, $4 million was included in servicing and securitizations income and $5 million was included in non-interest income.

Stockholders' Equity (Details)
$ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Dec. 09, 2009

$ / shares

May 11, 2009

USD ($)

$ / shares

Dec. 31, 2008

USD ($)

Nov. 14, 2008

$ / shares

Authorized shares of fixed rate cumulative perpetual preferred stock under Securities Purchase Agreement (in shares) | shares

3,555,199

Par value of Series A Preferred Stock (in dollars per share) | $ / shares

0.01

Liquidation amount per share of Series A Preferred Stock (in dollars per share) | $ / shares

$ 1,000

Cumulative dividend rate on Series A Preferred Stock for first five years (in hundredths)

5.00%

Cumulative dividend rate on Series A Preferred Stock after five years (in hundredths)

9.00%

Number of common shares that can be purchased with warrant (in shares) | shares

12,657,960

Exercise price of warrant per share (in dollars per share) | $ / shares

42.13

Number of preferred shares repurchased at par | shares

3,555,199

Purchase price for preferred shares repurchased

$ 3,600

Discount on preferred shares

462

Sales price per share of warrants (in dollars per share) | $ / shares

11.75

Proceeds from secondary equity offering of common shares

$ 1,500

Shares issued under secondary equity offering (in shares) | shares

56,000,000

Price per share of common stock shares issued under secondary equity offering (in dollars per share) | $ / shares

27.75

$ 143

$ 522

Accumulated Other Comprehensive Income [Abstract]

Net unrealized gains (losses) on securities

^[1]

333

199

(797)

Net unrecognized elements of defined benefit plans

(29)

(42)

Foreign currency translation adjustments

(36)

(26)

(228)

Unrealized losses on cash flow hedging instruments

(52)

(60)

(154)

Other-than-temporary impairment not recognized in earnings on securities

Initial application of measurement date provisions for postretirement benefits other than pensions

(1)

Initial application from adoption of consolidation standards

(16)

Accumulated Other Comprehensive Income (Loss), Net of Tax

248

$ (1,222)

Unrealized losses not related to credit on other-than-temporarily impaired securities, net of income tax

105

181

Income tax expense on unrealized losses not related to credit on other-than-temporarily impaired securities

$ 68

$ 117

[1]

Regulation and Capital Adequacy (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Minimum Tier 1 leverage capital ration for banks that meet certain specified criteria (in hundredths)

3.00%

Basis points higher than the minimum capital standard for well capitalized

200

Federal Reserve's minimum cash reserve requirements

$ 915

FICO score threshold for classification as subprime loans

660

Restrictions on Dividends Disclosure [Abstract]

Optional number of quarters to delay implementation of ASU 2009-16 and ASU 2009-17

Optional number of quarters to delay partial implementation of ASU 2009-16 and ASU 2009-17

Percent of consolidated assets to phase-in beginning with the third quarter of 2010 (in hundredths)

50.00%

Capital One Financial Corp. [Member]

Tier 1 Risk-based Capital [Abstract]

^[1],[3]

11.63%

^[2]

13.75%

^[1],[3]

4.00%

^[2]

4.00%

^[1],[3]

6.00%

^[2]

6.00%

Total Risk-based Capital [Abstract]

^[3],[4]

16.83%

^[2]

17.70%

^[3],[4]

8.00%

^[2]

8.00%

^[3],[4]

10.00%

^[2]

10.00%

^[3],[5]

8.13%

^[2]

10.28%

^[3],[5]

4.00%

^[2]

4.00%

Capital One Bank (USA) N.A. [Member]

^[5],[6]

Tier 1 Risk-based Capital [Abstract]

13.50%

^[2]

18.27%

4.00%

^[2]

4.00%

6.00%

^[2]

6.00%

Total Risk-based Capital [Abstract]

23.57%

^[2]

26.40%

8.00%

^[2]

8.00%

10.00%

^[2]

10.00%

8.29%

^[2]

13.03%

4.00%

^[2]

4.00%

Funds available for dividend payments to parent

5.00%

^[2]

5.00%

$ 1,400

Capital One, N.A. [Member]

Tier 1 Risk-based Capital [Abstract]

11.07%

^[2]

10.22%

4.00%

^[2]

4.00%

6.00%

^[2]

6.00%

Total Risk-based Capital [Abstract]

12.36%

^[2]

11.46%

8.00%

^[2]

8.00%

10.00%

^[2]

10.00%

8.06%

^[2]

7.42%

4.00%

^[2]

4.00%

Funds available for dividend payments to parent

5.00%

^[2]

5.00%

$ 0

[1]	Calculated based on Tier 1 capital divided by risk-weighted assets.
[2]	Effective January 1, 2010, we are no longer required to apply the subprime capital risk weighting to credit card loans with a credit score equal to or less than 660. Accordingly, we no longer disclose these ratios.
[3]	The regulatory framework for prompt corrective action does not apply to Capital One Financial Corp. because it is a bank holding company.
[4]	Calculated based on Total risk-based capital divided by risk-weighted assets.
[5]	Calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.
[6]	N/A

Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Numerator: [Abstract]

$ 3,050

$ 987

$ 85

(307)

(103)

(131)

Preferred stock dividends and accretion of discount

2,743

884

(46)

(564)

(33)

Denominator for basic earnings per share-Weighted-average shares (in shares)

$ 2,743

$ 320

$ (79)

Denominator: [Abstract]

452.0

428.0

376.0

Effect of dilutive securities: [Abstract]

Stock options (in shares)

^[1]

1.0

0.0

Contingently issuable shares (in shares)

^[1]

0.0

Restricted stock and units (in shares)

^[1]

3.0

2.0

Dilutive potential common shares (in shares)

4.0

3.0

2.0

Denominator for diluted earnings per share-Adjusted weighted-average shares (in shares)

456.0

431.0

378.0

Basic earnings per share [Abstract]

Income from continuing operations (in dollars per share)

$ 6.74

$ 0.99

$ 0.14

Loss from discontinued operations (in dollars per share)

(0.67)

(0.24)

(0.35)

Net income (loss) (in dollars per share)

6.07

0.75

(0.21)

Diluted earnings per share [Abstract]

Income from continuing operations (in dollars per share)

6.68

0.98

0.14

Loss from discontinued operations (in dollars per share)

(0.67)

(0.24)

(0.35)

Net income (loss) (in dollars per share)

$ 6.01

$ 0.74

$ (0.21)

Antidilutive awards, options or warrants excluded from the computation of diluted earnings per share (in shares)

26.8

34.8

27.7

[1]	Excluded from the computation of diluted earnings per share was 26.8 million, 34.8 million and 27.7 million of awards, options or warrants, during 2010, 2009 and 2008, respectively, because their inclusion would be antidilutive.

Other Non-Interest Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	$ 2,683	$ 2,541	$ 2,969
Professional services [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	916	796	806
Collections [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	596	599	569
Fraud losses [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	80	86	106
Bankcard association assessments [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	221	215	195
Core deposit intangible amortization [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	203	216	191
Other [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	$ 667	$ 629	$ 1,102

Stock-Based Compensation Plans (Details)
$ / shares in Units, $ in Millions

12 Months Ended

Dec. 31, 2010

USD ($)

$ / shares

Dec. 31, 2009

USD ($)

$ / shares

Dec. 31, 2008

USD ($)

$ / shares

Weighted average assumptions used in the black-scholes option pricing model [Abstract]

Dividends paid during period (dollars per share) | $ / shares

$ 0.20

$ 0.53

$ 1.50

Stock incentive plan 2004 [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

40,000,000

^[1]

20,000,000

Shares available for grant under plans (in shares) | shares

16,225,000

17,789,000

4,506,000

Recognized tax benefit from share based compensation expense | $

$ 149

$ 146

$ 112

Compensation expense from chief executive officer awards | $

$ 149

$ 146

$ 112

Stock incentive plan 2004 [Member] | Stock options [Member]

Stock options activity under incentive plans [Line item]

Maximum contractual term (in years)

10Y

Vesting right for awards per year (in hundredths)

.3333

Weighted average assumptions used in the black-scholes option pricing model [Abstract]

Option pricing model used

Black-Scholes

Dividend yield (in hundredths)

^[2]

1.49%

4.79%

3.20%

Volatility factors of stock's expected market price (in hundredths)

38.00%

43.00%

28.00%

Risk-free interest rate (in hundredths)

2.49%

1.79%

2.89%

Expected option lives (in years)

Dividends paid during period (dollars per share) | $ / shares

$ 0.20

$ 0.53

$ 1.50

Share-based compensation arrangement by share-based payment award, options, Outstanding [Roll Forward]

Outstanding at beginning of period (in shares) | shares

21,905,000

23,827,000

Granted (in shares) | shares

619,000

3,556,000

Exercised (in shares) | shares

(577,000)

(356,000)

Cancelled (in shares) | shares

(1,373,000)

(5,122,000)

Outstanding at end of period (in shares) | shares

20,574,000

21,905,000

23,827,000

Exercisable at end of period ( in shares) | shares

16,050,000

13,486,000

Share-based compensation arrangement by share-based payment award, options, additional disclosures [Abstract]

Weighted average exercise price at beginning of period (dollars per share) | $ / shares

$ 53.58

$ 59.18

Weighted average exercise price granted (dollars per share) | $ / shares

37.07

18.23

Weighted average exercise price exercised (dollars per share) | $ / shares

22.56

26.57

Weighted average exercise price cancelled (dollars per share) | $ / shares

65.29

56.72

Weighted average exercise price outstanding at end of period (dollars per share) | $ / shares

53.18

53.58

$ 59.18

Weighted average exercise price exercisable at end of period (dollars per share) | $ / shares

$ 58.56

$ 60.25

Weighted average remaining contractual term outstanding at end of period (in years)

4.6

5.4

Weighted average remaining contractual term exercisable at end of period (in years)

3.8

3.7

Aggregate intrinsic value outstanding at end of period | $

$ 83

$ 73

Aggregate intrinsic value exercisable at end of period | $

$ 19

$ 4

Weighted-average fair value of options granted (in dollars per share) | $ / shares

$ 11.78

$ 4.56

$ 9.94

Cash received from exercise of stock options | $

$ 13

$ 9

$ 71

Tax benefit realized from exercise of stock options | $

Total intrinsic value of options exercised | $

$ 11

$ 4

$ 27

Stock incentive plan 2004 [Member] | Restricted stock awards and units [Member]

Stock options activity under incentive plans [Line item]

Vesting right for awards per year (in hundredths)

.3333

Vesting rights in each of first two years, awards prior to 2010 (in hundredths)

25.00%

Vesting rights for year three, awards prior to 2010 (in hundredths)

50.00%

Summary of activity for equity instruments other than options [Roll Forward]

Unvested at beginning of period (in shares) | shares

5,769,000

Granted (in shares) | shares

1,595,000

Vested (in shares) | shares

(1,645,000)

Cancelled (in shares) | shares

(375,000)

Unvested at end of period (in shares) | shares

5,344,000

5,769,000

Equity instruments other than options, additional disclosures [Abstract]

Weighted average grant date fair value, unvested at beginning of period (in dollars per share) | $ / shares

$ 29.91

Weighted average grant date fair value, granted (in dollars per share) | $ / shares

36.83

$ 17.58

$ 49.33

Weighted average grant date fair value, vested (in dollars per share) | $ / shares

35.79

Weighted average grant date fair value, cancelled (in dollars per share) | $ / shares

28.68

Weighted average grant date fair value, unvested at end of period (in dollars per share) | $ / shares

$ 30.29

$ 29.91

Total fair value of awards vested | $

$ 62

$ 41

$ 34

Unrecognized incentive compensation costs for unvested awards | $

$ 50

Weighted average period of recognition of incentive compensation costs (in years)

Stock incentive plan 2004 [Member] | Cash equity units [Member]

Stock options activity under incentive plans [Line item]

Vesting right for awards per year (in hundredths)

.3333

Vesting rights in each of first two years, awards prior to 2010 (in hundredths)

25.00%

Vesting rights for year three, awards prior to 2010 (in hundredths)

50.00%

Equity instruments other than options, additional disclosures [Abstract]

Unrecognized incentive compensation costs for unvested awards | $

$ 54

Weighted average period of recognition of incentive compensation costs (in years)

Cash payments to settle awards | $

$ 48

Chief executive officer 2009 performance grant [Member] | Restricted stock awards and units [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

136,799

Award vesting period (in years after date of grant)

$ 5

Compensation expense from chief executive officer awards | $

$ 5

Chief executive officer 2009 performance grant [Member] | Common stock [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

95,239

Award vesting period (in years after date of grant)

Percentage of target award opportunities, minimum (in hundredths)

0.00%

Percentage of target award opportunities, maximum (in hundredths)

200.00%

Chief executive officer 2009 performance grant [Member] | Non-statutory stock options [Member]

Stock options activity under incentive plans [Line item]

$ 6

Shares of nonstatutory stock options available for grant under Chief executive officer grants (in shares) | shares

970,403

Exercise price of nonstatutory stock options (in dollars per share) | $ / shares

$ 18.28

Compensation expense from chief executive officer awards | $

$ 6

Chief executive officer 2010 performance grant [Member] | Restricted stock awards and units [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

134,632

Award vesting period (in years after date of grant)

$ 7

Compensation expense from chief executive officer awards | $

$ 7

Chief executive officer 2010 performance grant [Member] | Common stock [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

88,920

Award vesting period (in years after date of grant)

Percentage of target award opportunities, minimum (in hundredths)

0.00%

Percentage of target award opportunities, maximum (in hundredths)

200.00%

Chief executive officer 2010 performance grant [Member] | Non-statutory stock options [Member]

Stock options activity under incentive plans [Line item]

$ 10

Shares of nonstatutory stock options available for grant under Chief executive officer grants (in shares) | shares

559,333

Exercise price of nonstatutory stock options (in dollars per share) | $ / shares

$ 36.55

Compensation expense from chief executive officer awards | $

$ 10

Chief executive officer 2011 performance grant [Member] | Common stock [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

82,851

Award vesting period (in years after date of grant)

Percentage of target award opportunities, minimum (in hundredths)

0.00%

Percentage of target award opportunities, maximum (in hundredths)

200.00%

Chief executive officer 2011 performance grant [Member] | Non-statutory stock options [Member]

Stock options activity under incentive plans [Line item]

$ 12

Shares of nonstatutory stock options available for grant under Chief executive officer grants (in shares) | shares

608,366

Exercise price of nonstatutory stock options (in dollars per share) | $ / shares

$ 48.28

Compensation expense from chief executive officer awards | $

$ 12

Associate stock purchase plan [Member]

Stock options activity under incentive plans [Line item]

Compensation expense from chief executive officer awards | $

$ 4

Accelerated vesting option grants [Abstract]

Maximum percentage of monthly base pay eligible for the Purchase Plan (in hundredths)

15.00%

Minimum percentage of monthly base pay required for the Purchase Plan (in hundredths)

1.00%

Percentage of current market price at which Purchase Plan shares are bought (in hundredths)

85.00%

Associate stock purchase plan [Member] | Common stock [Member]

Stock options activity under incentive plans [Line item]

Shares authorized for issuance under plans (in shares) | shares

8,000,000

Shares available for grant under plans (in shares) | shares

2,600,000

3,400,000

Dividend reinvestment and stock purchase plan [Member] | Common stock [Member]

Stock options activity under incentive plans [Line item]

Shares available for grant under plans (in shares) | shares

7,400,000

[1]	On April 20, 2009 the Board authorized an increase in shares reserved of 20 million shares to 40 million shares in total.
[2]	In 2010, 2009, and 2008, we paid dividends at the annual rate of $0.20, $0.53, and $1.50 per share, respectively.

Employee Benefit Plans (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Dec. 31, 2010

Dec. 31, 2009

Employer contributions into the Associate Savings Plan

$ 118

$ 79

$ 110

Hibernia ESOP net assets

$ 34

Hibernia ESOP compensation expense

Defined Benefit Plan, Actual Plan Asset Allocations [Abstract]

Common collective trusts (in hundredths)

^[1]

73.90%

69.40%

Money market funds (in hundredths)

3.20%

30.10%

Limited partnerships (in hundredths)

0.00%

0.50%

Corporate bonds (S&P rating of A or higher) (in hundredths)

0.80%

0.00%

Corporate bonds (S&P rating of lower than A) (in hundredths)

1.70%

0.00%

Government securities (in hundredths)

20.10%

0.00%

Mortgage backed securities (in hundredths)

0.30%

0.00%

Total (in hundredths)

100.00%

Defined Benefit Plan, Target Plan Asset Allocations [Abstract]

Domestic equity , target (in hundredths)

50.00%

Domestic equity , allowable minimum (in hundredths)

45.00%

Domestic equity , allowable maximum (in hundredths)

55.00%

International equity , target (in hundredths)

20.00%

International equity , allowable minimum (in hundredths)

15.00%

International equity , allowable maximum (in hundredths)

25.00%

Fixed income securities, target (in hundredths)

30.00%

Fixed income securities, range minimum (in hundredths)

25.00%

Fixed income securities, range maximum (in hundredths)

40.00%

Estimated contribution to defined benefit plans in next fiscal year [Abstract]

Estimated payment for current year net benefits to be paid from postretirement benefit plan assets next year

$ 2

Level I [Member]

$ 0

$ 66

Level II [Member]

229

153

229

153

153

229

153

Level III [Member]

Assets at Fair Value [Member]

229

220

229

220

220

Common collective trusts [Member] | Level I [Member]

229

220

Common collective trusts [Member] | Level II [Member]

169

153

169

153

153

Common collective trusts [Member] | Level III [Member]

169

153

Common collective trusts [Member] | Assets at Fair Value [Member]

169

153

169

153

153

Short-term investment fund [Member] | Level I [Member]

169

153

Short-term investment fund [Member] | Level II [Member]

Short-term investment fund [Member] | Level III [Member]

Short-term investment fund [Member] | Assets at Fair Value [Member]

Corporate bonds (S&P rating of A or higher) [Member] | Level I [Member]

Corporate bonds (S&P rating of A or higher) [Member] | Level II [Member]

Corporate bonds (S&P rating of A or higher) [Member] | Level III [Member]

Corporate bonds (S&P rating of A or higher) [Member] | Assets at Fair Value [Member]

Corporate bonds (S&P rating of lower than A) [Member] | Level I [Member]

Corporate bonds (S&P rating of lower than A) [Member] | Level II [Member]

Corporate bonds (S&P rating of lower than A) [Member] | Level III [Member]

Corporate bonds (S&P rating of lower than A) [Member] | Assets at Fair Value [Member]

Government securities [Member] | Level I [Member]

Government securities [Member] | Level II [Member]

Government securities [Member] | Level III [Member]

Government securities [Member] | Assets at Fair Value [Member]

Mortgage backed securities [Member] | Level I [Member]

Mortgage backed securities [Member] | Level II [Member]

Mortgage backed securities [Member] | Level III [Member]

Mortgage backed securities [Member] | Assets at Fair Value [Member]

Municipal bonds [Member] | Level I [Member]

Municipal bonds [Member] | Level II [Member]

Municipal bonds [Member] | Level III [Member]

Municipal bonds [Member] | Assets at Fair Value [Member]

Money market fund [Member] | Level I [Member]

Money market fund [Member] | Level II [Member]

Money market fund [Member] | Level III [Member]

Money market fund [Member] | Assets at Fair Value [Member]

Limited partnerships [Member] | Level I [Member]

Limited partnerships [Member] | Level II [Member]

Limited partnerships [Member] | Level III [Member]

Limited partnerships [Member] | Assets at Fair Value [Member]

Limited partnerships [Member]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Balance, beginning of period

Total realized and unrealized losses [Abstract]

Transfers in (out) of level 3

(1)

Settlements, net

(1)

(8)

Balance, end of period

Total unrealized gains (losses) included in net income related to assets still held as of December 31

(1)

Company defined benefit pension plans [Member]

Change in projected benefit obligation [Roll Forward]

213

193

221

213

Benefit obligation at beginning of year

190

(19)

(21)

Benefit obligation at end of year

193

190

Actual return on plan assets

213

193

Employer contributions

(19)

(21)

Defined Benefit Plan, Funded Status of Plan [Abstract]

221

213

193

Funded status at end of year

Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]

Net amount recognized at end of year

(11)

Accumulated benefit obligation at end of year

193

190

Components of net periodic benefit cost (credit) [Abstract]

Expected return on plan assets

(15)

(14)

Amortization of transition obligation, prior service credit, and net actuarial loss

Net periodic benefit cost

(2)

Amounts recognized in other comprehensive loss (income) pretax [Abstract]

Reclassification adjustments for amounts recognized in net periodic benefit cost

Total recognized in other comprehensive income

$ 19

Defined Benefit Plan, Accumulated Other Comprehensive Income, before Tax [Abstract]

Transition obligation

Prior service credit

Accumulated other comprehensive income

(58)

(60)

(58)

(60)

Defined Benefit Plan, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]

Prior service cost (credit)

(1)

Plans with an accumulated benefit obligation in excess of plan assets: [Abstract]

$ (1)

Benefit obligation

193

190

Fair value of plan assets

$ 221

$ 213

Assumptions for benefit obligations at measurement date: [Abstract]

5.20%

5.70%

Assumptions for periodic benefit cost for the year ended: [Abstract]

^[2]

Expected long-term rate of return on plan assets (in hundredths)

5.70%

6.30%

^[3]

7.50%

Assumptions for year-end valuations: [Abstract]

^[2]

Health care cost trend rate assumed for next year (in hundredths)

^[2]

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) (in hundredths)

^[2]

Year the rate reaches the ultimate trend rate

^[2]

Projected future benefit payments for qualified and non-qualified defined benefit plans [Abstract]

$ 14

Estimated contribution to defined benefit plans in next fiscal year [Abstract]

Estimated future employer contributions to pension plans and other postretirement benefit plans

Company other postretirement benefit plans [Member]

Change in projected benefit obligation [Roll Forward]

$ 7

Benefit obligation at beginning of year

(4)

Benefit obligation at end of year

(1)

(9)

Actual return on plan assets

Employer contributions

(4)

Defined Benefit Plan, Funded Status of Plan [Abstract]

$ 7

Funded status at end of year

(58)

(60)

Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]

Net amount recognized at end of year

(58)

(60)

(58)

(60)

Components of net periodic benefit cost (credit) [Abstract]

Expected return on plan assets

(1)

Amortization of transition obligation, prior service credit, and net actuarial loss

(3)

(8)

Net periodic benefit cost

(2)

Amounts recognized in other comprehensive loss (income) pretax [Abstract]

Reclassification adjustments for amounts recognized in net periodic benefit cost

(3)

(8)

Total recognized in other comprehensive income

(2)

$ 1

Defined Benefit Plan, Accumulated Other Comprehensive Income, before Tax [Abstract]

Transition obligation

Prior service credit

Accumulated other comprehensive income

Defined Benefit Plan, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year [Abstract]

Prior service cost (credit)

Plans with an accumulated benefit obligation in excess of plan assets: [Abstract]

$ 3

Benefit obligation

Fair value of plan assets

$ 8

$ 7

Assumptions for benefit obligations at measurement date: [Abstract]

5.20%

5.70%

Assumptions for periodic benefit cost for the year ended: [Abstract]

^[2]

Expected long-term rate of return on plan assets (in hundredths)

5.70%

6.30%

^[3]

7.50%

Assumptions for year-end valuations: [Abstract]

^[2]

Health care cost trend rate assumed for next year (in hundredths)

8.70%

9.00%

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) (in hundredths)

4.50%

Year the rate reaches the ultimate trend rate

2028

Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]

Effect of one percentage point increase on accumulated postretirement benefit obligation

$ 6

Effect of one percentage point decrease on accumulated postretirement benefit obligation

(5)

Effect of one percentage point increase on service and interest cost

Effect of one percentage point decrease on service and interest cost

$ 0

$ (1)

Projected future benefit payments for qualified and non-qualified defined benefit plans [Abstract]

$ 4

Estimated contribution to defined benefit plans in next fiscal year [Abstract]

Estimated future employer contributions to pension plans and other postretirement benefit plans

$ 2

[1]	Common collective trusts include domestic and international equity securities.
[2]	N/A
[3]	Our expected long-term rate of return on plan assets is defined as 20 years.

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Current income tax provision:
Federal taxes	$ (152)	$ 278	$ 1,069
State taxes	31	35	53
International taxes	122	22	32
Total current provision	1	335	1,154
Deferred income tax provision:
Federal taxes	1,121	9	(644)
State taxes	87	(6)	(3)
International taxes	71	11	(10)
Total deferred provision (benefit)	1,279	14	(657)
Income tax benefit	1,280	349	497
Income tax benefits allocated directly to reduce goodwill from acquisitions	2	793	32
Income Tax Effects Allocated Directly to Equity [Abstract]
Foreign currency translation gains (losses)	6	(9)	7
Net unrealized securities gains (losses)	48	521	(421)
Other-than-temporary impairment on securities	27	0	0
Net unrealized derivative gains	5	61	28
Adoption of new consolidation accounting standards	(1,642)	0	0
Employee stock plans	10	16	11
Employee retirement plans	0	7	(55)
Total income tax provision (benefit)	$ (1,546)	$ 596	$ (430)
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Income tax at U.S. federal statutory tax rate (in hundredths)	35.00%	35.00%	35.00%
State taxes, net of federal benefit (in hundredths)	1.28%	2.40%	3.45%
Resolution of federal income tax issues and audits (in hundredths)	(2.54%)	(4.63%)	0.00%
Other foreign tax differences, net (in hundredths)	(0.54%)	(0.20%)	1.97%
Goodwill impairment (in hundredths)	0.00%	0.00%	47.67%
Other, including nontaxable income and general business tax credits (in hundredths)	(3.64%)	(6.41%)	(2.62%)
Income taxes (in hundredths)	29.56%	26.16%	85.47%
Reduction in income tax expense due to resolution of certain tax issues and prior year audits	$ 110	$ 62	$ 0
Deferred tax assets: [Abstract]
Allowance for loan and lease losses	1,950	1,496
Unearned income	85	206
Net unrealized losses on securities and derivative instruments	0	0
Employee stock plans	162	147
Rewards & sweepstakes programs	525	473
Valuation difference of acquired loans	503	690
Representation & warranty reserve	302	86
Employee benefits	119	123
Securitizations	13	91
Foreign tax credit carryforward	87	131
Other foreign deferred taxes	50	0
Other assets	287	378
Subtotal	4,083	3,821
Valuation allowance	(130)	(109)
Total deferred tax assets	3,953	3,712
Deferred tax liabilities: [Abstract]
Original issue discount	574	715
Property & equipment	66	39
Prepaid expenses	13	9
Leasing activities	46	23
Core deposit and other intangibles	348	406
Servicing assets	48	83
Net unrealized gains on securities and derivative instruments	36	32
Other foreign deferred taxes	0	39
Other liabilities	107	90
Total deferred tax liabilities	1,238	1,436
Net deferred tax assets	2,715	2,276
Operating Loss and Tax Credit Carryforwards [Line Items]
Increase in valuation allowance to adjust tax benefit of certain state deferred tax assets and net operating loss carryforwards	21
Original Issue discount: [Abstract]
OID-late fees	387	512
OID-all other	1,192	1,461
Gross original issue discount	1,579	1,973
Net deferred tax liability	574	715
Accrued interest and penalties related to unrecognized tax benefits included in income tax expense	(62)	(7)	30
State and Local Jurisdiction [Member]
Operating Loss and Tax Credit Carryforwards [Line Items]
Operating loss carryforwards	$ 143
Operating loss carryforwards, expiration dates	2011 - 2030
Foreign Country [Member]
Operating Loss and Tax Credit Carryforwards [Line Items]
Tax credit carryforward	$ 87
Tax credit carryforward, expiration dates	2014 - 2018
Gross Unrecognized Tax Benefits [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	$ 359	561
Additions for tax positions related to the current year	0	8
Additions for tax positions related to prior years	0	43
Reductions for tax positions related to prior years due to IRS and other settlements	(72)	(255)
Additions for tax positions related to acquired entities in prior years, offset to goodwill	0	7
Other reductions for tax positions related to prior years	(2)	(5)
Balance at December 31	285	359	561
Portion of balance at December 31 that, if recognized, would impact the effective income tax rate	108
Accrued Interest and Penalties [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	100	176
Additions for tax positions related to the current year	0	0
Additions for tax positions related to prior years	8	35
Reductions for tax positions related to prior years due to IRS and other settlements	(43)	(110)
Additions for tax positions related to acquired entities in prior years, offset to goodwill	0	1
Other reductions for tax positions related to prior years	0	(2)
Balance at December 31	65	100	176
Portion of balance at December 31 that, if recognized, would impact the effective income tax rate	42
Gross Tax, Interest and Penalties [Member]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	459	737
Additions for tax positions related to the current year	0	8
Additions for tax positions related to prior years	8	78
Reductions for tax positions related to prior years due to IRS and other settlements	(115)	(365)
Additions for tax positions related to acquired entities in prior years, offset to goodwill	0	8
Other reductions for tax positions related to prior years	(2)	(7)
Balance at December 31	350	$ 459	$ 737
Portion of balance at December 31 that, if recognized, would impact the effective income tax rate	150
Investments in Foreign Subsidiaries and Foreign Corporate Joint Ventures that are Essentially Permanent in Duration [Member]
Deferred Tax Liability Not Recognized [Line Items]
Deferred Tax Liability Not Recognized, Cumulative Amount of Temporary Difference	633
Bad Debt Reserve for Tax Purposes of US Savings and Loan Associations or Other Qualified Thrift Lender [Member]
Deferred Tax Liability Not Recognized [Line Items]
Deferred Tax Liability Not Recognized, Cumulative Amount of Temporary Difference	$ 287

Fair Value of Financial Instruments (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

$ 41,537

$ 38,830

Derivative asset and liability non-performance risk

117

Fair value of financial guarantees

1,602

501

Financial Liabilities [Abstract]

Level 1 [Member]

386

392

293

679

465

^[1],[2]

687

469

^[2]

(18)

^[1]

(18)

Level 2 [Member]

314

477

13,277

8,656

16,394

20,198

9,953

7,179

322

349

40,260

36,859

^[1],[2]

1,265

625

41,525

37,484

^[2]

(575)

366

^[1]

(575)

366

Level 3 [Member]

308

982

270

486

598

1,506

141

240

^[1],[2]

440

117

3,945

902

6,131

^[2]

(43)

^[1]

Assets/Liabilities at Fair Value [Member]

(43)

700

869

13,585

9,638

16,664

20,684

9,966

7,192

622

447

41,537

38,830

141

240

^[1],[2]

1,319

1,069

117

3,945

43,114

44,084

^[2]

(636)

407

^[1]

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

(636)

407

Carrying Amount [Member]

228

268

^[3]

5,249

8,685

^[3]

Securities available for sale

1,602

501

^[3]

41,537

38,830

^[3]

Securities held to maturity

^[3]

228

268

^[3]

Accounts receivable from securitization

120,319

86,492

^[3]

Interest receivable

1,070

936

^[3]

118

7,128

^[3]

1,319

1,069

^[3]

141

240

^[3]

Financial Liabilities [Abstract]

Interest-bearing deposits

15,048

13,439

^[3]

107,162

102,370

^[3]

8,650

9,045

^[3]

Federal funds purchased and securities loaned or sold under agreements to repurchase

26,915

3,954

^[3]

1,517

1,140

^[3]

4,714

6,875

^[3]

Interest payable

488

509

^[3]

Estimated Fair Value [Member]

636

407

^[3]

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

228

268

^[3]

5,249

8,685

^[3]

Securities available for sale

1,602

501

^[3]

41,537

38,830

^[3]

Securities held to maturity

^[3]

228

268

^[3]

Accounts receivable from securitization

124,117

86,158

^[3]

Interest receivable

1,070

936

^[3]

118

7,128

^[3]

1,319

1,069

^[3]

141

240

^[3]

Financial Liabilities [Abstract]

Interest-bearing deposits

15,048

13,439

^[3]

107,587

102,616

^[3]

9,236

9,156

^[3]

Federal funds purchased and securities loaned or sold under agreements to repurchase

26,943

3,890

^[3]

1,517

1,140

^[3]

4,901

6,693

^[3]

Interest payable

488

509

^[3]

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

636

407

^[3]

Level 1 [Member]

^[4]

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

Level 2 [Member]

206

266

126

156

^[4]

249

197

599

650

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

206

266

Level 3 [Member]

159

267

^[4]

159

267

Assets/Liabilities at Fair Value [Member]

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

206

266

285

423

^[4]

249

197

758

917

Total Gains/(Losses) [Member]

206

266

Fair Value Assets Measured On Nonrecurring Basis [Line Items]

(9)

(151)

255

^[4]

(42)

(8)

(4)

(210)

293

U.S. Treasury and Agency [Member]

(9)

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

^[5]

^[5]

^[5]

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[6]

Collateralized mortgage obligations [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

982

1,580

(3)

(58)

(175)

(30)

(235)

^[5]

503

^[5]

(1,086)

^[5]

(188)

Total unrealized gains (losses) included in net income related to assets and liabilities still held

308

982

^[6]

(3)

Mortgage backed securities [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

486

773

(34)

^[5]

653

^[5]

(835)

^[5]

(342)

Total unrealized gains (losses) included in net income related to assets and liabilities still held

270

486

^[6]

Asset backed securities [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

(2)

^[5]

^[5]

(118)

^[5]

(61)

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[6]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

(2)

^[5]

^[5]

(18)

^[5]

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[6]

Total Available For Sale Securities [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

1,506

2,380

(3)

(94)

(168)

(115)

^[5]

1,206

^[5]

(2,057)

(591)

Total unrealized gains (losses) included in net income related to assets and liabilities still held

598

1,506

^[6]

(3)

Mortgage Servicing Rights [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

240

151

(82)

(6)

^[7]

(17)

^[5]

^[5]

Total unrealized gains (losses) included in net income related to assets and liabilities still held

141

240

^[6]

(82)

(6)

Derivative Receivables [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

^[8]

440

^[8]

(214)

^[8]

^[8]

^[8]

(401)

^[5],[8]

^[5],[8]

(2)

^[8]

556

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[8]

440

^[6],[8]

(214)

Retained Interests in Securitizations [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

^[9]

3,945

1,470

^[9]

(131)

^[9]

114

^[9]

(86)

2,492

^[9]

(3,751)

^[5],[9]

^[5],[9]

^[9]

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[9]

117

3,945

^[6],[9]

Derivative Payables [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total realized and unrealized gains (losses): [Abstract]

^[8]

^[8]

(28)

^[8]

^[8]

^[8]

^[5],[8]

(2)

^[5],[8]

^[8]

(4)

Total unrealized gains (losses) included in net income related to assets and liabilities still held

^[8]

^[6],[8]

$ 11

$ (28)

[1]	Does not reflect $20 million and $4 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of December 31, 2010 and 2009, respectively. Non-performance risk is reflected in other assets/liabilities on the balance sheet and offset through the income statement in other income.
[2]	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.
[3]	Certain prior period amounts have been revised to conform to current presentation.
[4]	Represents the fair value and related losses of foreclosed properties that were written down subsequent to their initial classification as foreclosed properties.
[5]	The transfer out of Level 3 for the year ended December 31, 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 were primarily driven by less consistency amongst vendor pricing on individual securities for non-agency MBS.
[6]	The amount presented for unrealized gains (loss) for assets still held as of the reporting date primarily represents impairments for available-for-sale securities and accretion on certain fixed maturity securities, and are reported in total other-than-temporary losses as a component of non-interest income.
[7]	Gains (losses) related to Level 3 mortgage servicing rights are reported in mortgage servicing and other income, which is a component of non-interest income.
[8]	An end of quarter convention is used to measure derivative activity, resulting in end of quarter values being reflected as purchases, issuances and settlements for derivatives having a zero fair value at inception. 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.
[9]	An end of quarter convention is used to reflect activity in retained interests in securitizations, resulting in all transactions and assumption changes being reflected as if they occurred on the last day of the quarter. 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.

Business Segments (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

$ 12,457

$ 7,697

$ 7,149

3,714

5,286

6,744

16,171

12,983

13,893

3,907

4,230

5,101

^[1]

119

134

811

199

212

7,735

7,086

7,265

Income (loss) from continuing operations before income taxes

7,934

7,417

8,210

4,330

1,336

582

Income (loss) from continuing operations, net of tax

1,280

349

497

3,050

987

125,947

90,619

122,210

115,809

Credit Card [Member]

7,894

7,542

7,464

2,720

3,747

4,678

10,614

11,289

12,142

3,188

6,051

6,108

^[1]

3,951

3,738

4,393

Income (loss) from continuing operations before income taxes

3,951

3,738

4,393

3,475

1,500

1,641

Income (loss) from continuing operations, net of tax

1,201

522

574

2,274

978

1,067

61,371

68,524

Consumer Banking [Member]

3,727

3,231

2,988

870

755

729

4,597

3,986

3,717

241

876

1,534

^[1]

(811)

144

169

2,806

2,565

2,453

Income (loss) from continuing operations before income taxes

2,950

2,734

3,264

1,406

376

(1,081)

Income (loss) from continuing operations, net of tax

501

132

(101)

905

244

(980)

34,383

38,214

Commercial Banking [Member]

82,959

74,145

1,292

1,144

962

181

172

144

1,473

1,316

1,106

429

983

234

^[1]

741

618

481

Income (loss) from continuing operations before income taxes

796

661

481

248

(328)

391

Income (loss) from continuing operations, net of tax

(115)

137

160

(213)

254

29,742

29,613

22,630

20,480

(452)

^[2]

172

^[2]

(55)

^[2]

(134)

(507)

^[2]

245

^[2]

(126)

^[2]

173

^[2]

171

^[1]

119

^[2]

134

^[2]

237

^[2]

165

^[2]

(62)

Income (loss) from continuing operations before income taxes

237

^[2]

284

^[2]

(799)

^[2]

(212)

^[2]

(369)

Income (loss) from continuing operations, net of tax

(510)

^[2]

(190)

^[2]

(113)

(289)

^[2]

(22)

^[2]

(256)

451

452

16,621

21,184

Total Managed [Member]

12,461

12,089

11,422

3,716

4,747

5,417

16,177

16,836

16,839

3,913

8,083

8,047

^[1]

119

134

(811)

199

212

7,735

7,086

7,265

Income (loss) from continuing operations before income taxes

7,934

7,417

8,210

4,330

1,336

582

Income (loss) from continuing operations, net of tax

1,280

349

497

3,050

987

125,947

136,803

Securitization Adjustment [Member]

122,210

115,809

(4)

^[2]

(4,392)

^[2]

(4,273)

^[3]

(2)

^[2]

539

^[2]

1,327

^[3]

(6)

^[2]

(3,853)

^[2]

(2,946)

^[3]

(6)

^[2]

(3,853)

^[2]

(2,946)

^[3]

^[1]

^[2]

^[3]

^[3]

^[2]

^[2]

^[3]

Income (loss) from continuing operations before income taxes

^[2]

^[3]

^[2]

^[3]

Income (loss) from continuing operations, net of tax

^[2]

^[3]

^[2]

$ 0

^[3]

^[4]

(46,184)

Contractual amounts of standby and commercial letters of credit

^[4]

$ 0

[1]	In 2009, we completed the restructuring of operations that was initiated in 2007 to reduce expenses and improve our competitive cost position.
[2]	The significant increase in the loss from continuing operations reported in the "Other" category in 2010 compared to 2009 was primarily attributable to an increase in the provision for repurchase losses, an increase in the residual expense from our funds transfer pricing allocation process and a reduced benefit from the sale of securities.
[3]	Reflects the impact of adjustments to reconcile our total business segment results, which are presented on a managed basis, to our reported GAAP results. These adjustments primarily consist of: (i) the reclassification of finance charges, past due fees, other interest income and interest expense amounts included in non-interest income for management reporting purposes to net interest income for GAAP reporting purposes and (ii) the reclassification of net charge-offs included in non-interest income for management reporting purposes to the provision for loan and lease losses for GAAP reporting purposes.
[4]	Reflects the impact of adjustments to reconcile amounts presented on a managed basis to amounts reported in our consolidated balance sheets. These adjustments primarily consist of the elimination from total managed loans held for investment credit card loans that have been securitized and accounted for as off-balance sheet transactions in accordance with GAAP to reconcile to our reported loans held for investment.

Commitments, Contingencies and Guarantees (Details)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2008

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Dec. 31, 2010

USD ($)

Dec. 31, 2009

USD ($)

Feb. 27, 2009

USD ($)

Letters of Credit [Abstract]

$ 1,800.0

Fair value of guarantees outstanding

$ 3.0

Chevy Chase Bank Acquisition [Abstract]

Maximum payment under the earn-out

$ 300.0

Potential Mortgage Representation & Warranty Liabilities [Abstract]

Number of subsidiaries acquired that originated residential mortgage loans

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

$ 111,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2005

$ 45,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2006

41,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2007

21,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2008

4,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

111,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into active insured securitizations

13,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into inactive insured securitizations

5,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into uninsured securitizations

39,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 to private investors

30,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 to private investors and in turn GSEs

10,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into unknown current ownership

13,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 estimated unpaid outstanding

45,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 recognized as loss

12,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 estimated unpaid 90 days

13,000.0

Original principal balance of mortgage loans subject to open repurchase requests to the subsidiaries

1,600.0

$ 1,000.0

Aggregate reserve for all three subsidiaries

^[1]

$ 816.0

$ 238.0

816.0

238.0

^[2]

1,015.0

^[2]

$ 953.0

^[2],[3]

(236.0)

^[2],[3]

$ (109.0)

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 to government sponsored enterprises

^[2]

1,623.0

1,015.0

11,000.0

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into active insured securitizations

13,000.0

Allocation of Loss Contingency Reserve [Line Items]

Original principal balance of mortgage loans sold to non-affiliates by subsidiaries between 2005 and 2008

^[4]

$ 111.0

Reserve Liability

^[1]

816.0

$ 238.0

816.0

238.0

Provision for repurchase losses

^[6]

636.0

^[5]

181.0

Net realized losses

(58.0)

(83.0)

Loss Contingency Accrual [Roll Forward]

Representation and warranty repurchase reserve, beginning of period

^[1]

238.0

140.0

Provision for repurchase losses

^[6]

636.0

^[5]

181.0

Net realized losses

(58.0)

(83.0)

Representation and warranty repurchase reserve, end of period

^[1]

816.0

238.0

Provision for mortgage repurchase claims recognized as a component of non-interest income

204.0

19.0

Provision for mortgage repurchase claims recognized as a component of discontinued operations

432.0

$ 162.0

Change in the aggregate reserve for the current period

636.0

Extension of repurchase liability estimates to the life of the loan

407.0

Change in counterparty estimates for active and probable litigation

$ 229.0

Upper end of the range of possible loss for representation and warranty claims

1,100.0

Reduction in Visa-related indemnification liabilities

$ 91.0

Fair value of indemnification guarantee to Visa

0.0

$ 0.0

Number of payment protection product class action suits filed

Disputed Mortgage Loan Portfolio Lawsuit [Line Items]

Minimum range of possible losses

73.0

Maximum range of possible losses

171.0

Government sponsored enterprises (GSEs) [Member]

Potential Mortgage Representation & Warranty Liabilities [Abstract]

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

^[7]

$ 11,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2005

^[7]

3,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2006

^[7]

3,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2007

^[7]

4,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2008

^[7]

1,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

^[7]

11,000.0

Insured securitizations [Member]

Potential Mortgage Representation & Warranty Liabilities [Abstract]

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

18,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2005

9,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2006

8,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2007

1,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2008

0.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

18,000.0

Uninsured securitizations and other whole loans sales [Member]

Potential Mortgage Representation & Warranty Liabilities [Abstract]

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

82,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2005

33,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2006

30,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2007

16,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries during 2008

3,000.0

Original principal balance of mortgage loans originated and sold to non-affiliates by subsidiaries between 2005 and 2008

$ 82,000.0

Government sponsored enterprises (GSEs) [Member]

^[2]

61.0

^[2]

$ 204.0

^[2],[3]

(52.0)

^[2],[3]

$ (87.0)

Insured securitizations [Member]

^[2]

126.0

61.0

^[2]

366.0

^[2]

$ 645.0

^[2],[3]

(179.0)

^[2],[3]

$ 0.0

Uninsured securitizations and other whole loans sales [Member]

^[2]

832.0

366.0

^[2]

588.0

^[2]

$ 104.0

^[2],[3]

(5.0)

^[2],[3]

$ (22.0)

U.S. Bank litigation [Member]

^[2]

665.0

588.0

Disputed Mortgage Loan Portfolio Lawsuit [Line Items]

Number of mortgage loans in disputed portfolio

30,000

Aggregate principal balance of mortgage loans in disputed portfolio

1,800.0

Active loan losses

745.0

In-force active loans

437.0

Delinquent active loans

$ 36.0

Minimum number of days past due for delinquent loan status

90D

DBSP litigation [Member]

Disputed Mortgage Loan Portfolio Lawsuit [Line Items]

Number of mortgage loans in disputed portfolio

6,200

Aggregate principal balance of mortgage loans in disputed portfolio

$ 353.0

Active loan losses

128.0

In-force active loans

75.0

Delinquent active loans

$ 4.0

Minimum number of days past due for delinquent loan status

90D

GSEs and Active Insured Securitizations [Member]

Aggregate reserve for all three subsidiaries

$ 796.0

Allocation of Loss Contingency Reserve [Line Items]

Original principal balance of mortgage loans sold to non-affiliates by subsidiaries between 2005 and 2008

^[4]

24,000.0

Reserve Liability

796.0

Loss Contingency Accrual [Roll Forward]

Representation and warranty repurchase reserve, end of period

796.0

Inactive Insured Securitizations and Others [Member]

Aggregate reserve for all three subsidiaries

20.0

Allocation of Loss Contingency Reserve [Line Items]

Original principal balance of mortgage loans sold to non-affiliates by subsidiaries between 2005 and 2008

^[4]

87,000.0

Reserve Liability

20.0

$ 20.0

Loss Contingency Accrual [Roll Forward]

Representation and warranty repurchase reserve, end of period

$ 20.0

[1]	Reported in our consolidated balance sheets as a component of other liabilities.
[2]	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. Moreover, repurchase requests submitted by parties without contractual standing to pursue repurchase requests are included within the open pipeline unless the requesting party has formally rescinded its repurchase request. 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.
[3]	Activity in 2010 relates to repurchase demands from all years.
[4]	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.
[5]	Includes increases to the representation and warranty reserves in the first and second quarter of 2010 due primarily to counterparty activity and our ability to extend the timeframe over which we estimate our repurchase liability for mortgage loans sold by our subsidiaries to GSEs and those mortgage loans placed into Active Insured Securitizations for the full life of the mortgage loans sold by our subsidiaries for groups of loans for which we believe repurchases are probable. More specifically, of the $636 million increase in representation and warranty reserves for the twelve months ended December 31, 2010, approximately $407 million resulted from our ability to extend repurchase liability estimates to the life of the loan effective in the second quarter of 2010. The remaining $229 million related primarily to changing counterparty activity in the form of updated estimates around active and probable litigation, most of which occurred in the first quarter of 2010.
[6]	The portion of the provision for mortgage repurchase claims recognized in our consolidated statements of income as a component of non-interest income totaled $204 million and $19 million for the twelve months ended December 31, 2010 and 2009. The portion of the provision for mortgage repurchase claims recognized in our consolidated statements of income as a component of discontinued operations totaled $432 million and $162 million, pre-tax, for the twelve months ended December 31, 2010 and 2009.
[7]	GSEs include Fannie Mae and Freddie Mac.

Significant Concentration of Credit Risk (Details) - USD ($)
$ in Millions

Dec. 31, 2010

Dec. 31, 2009

Securitization adjustments [Member]

$ 125,947

$ 90,619

^[1]

International [Member] | U.K. [Member]

(46,184)

$ 4,102

$ 4,717

International [Member] | Canada [Member]

3.30%

3.40%

$ 3,420

$ 3,507

International [Member] | Total International [Member]

2.70%

2.60%

$ 7,522

$ 8,224

Domestic [Member] | South [Member]

6.00%

$ 45,811

$ 49,171

Domestic [Member] | West [Member]

36.30%

36.00%

$ 19,690

$ 22,842

Domestic [Member] | Midwest [Member]

15.60%

16.70%

$ 16,562

$ 17,973

Domestic [Member] | Northeast [Member]

13.20%

13.10%

$ 36,362

$ 38,593

Domestic [Member] | Total Domestic [Member]

28.90%

28.20%

$ 118,425

$ 128,579

Total Geographic Regions [Member]

94.00%

$ 125,947

$ 136,803

100.00%

[1]	Excludes the impact from the January 1, 2010 adoption of the new consolidation accounting standards, which resulted in the consolidation of credit card loans underlying our securitization trusts of $47.6 billion as of January 1, 2010.

Capital One Financial Corporation (Parent Company Only) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Dec. 31, 2007

Assets:

Available for sale, at fair value

$ 5,249

$ 8,685

$ 7,491

41,537

38,830

11,040

10,394

197,503

169,646

165,913

Liabilities:

8,650

9,045

4,714

6,875

6,468

5,724

Accumulated Other Comprehensive Income (Loss), Net of Tax

170,962

143,056

Stockholders' Equity:

Common stock

Paid-in-capital, net

19,084

18,955

Retained earnings

10,406

10,727

248

(1,222)

Less: Treasury stock, at cost; 47,787,697 and 47,224,200 shares as of December 31, 2010 and 2009, respectively

(3,202)

(3,180)

26,541

26,590

26,611

$ 24,294

Income from continuing operations before income taxes

197,503

169,646

Statements of Income [Abstract]

Interest expense

2,896

2,967

3,963

Non-interest income

3,714

5,286

6,744

Non-interest expense

7,934

7,417

8,210

4,330

1,336

582

1,280

349

497

3,050

987

Preferred stock dividends

(307)

(103)

(131)

Net income

2,743

884

(46)

564

2,743

320

(79)

Operating Activities:

Equity in (earnings) loss of subsidiaries:

2,743

884

(46)

Discontinued operations

307

103

131

Loss on sale of securities available for sale

(141)

(218)

(14)

Gain on repurchase of senior notes

(54)

Stock plan compensation expense

149

146

112

(Increase) decrease in other assets

^[1]

1,432

339

(3,108)

Increase (decrease) in other liabilities

^[1]

(133)

(1,709)

1,203

Net cash (used in) provided by operating activities

8,142

2,082

3,483

Investing Activities:

Net payment for companies acquired

(778)

Net cash provided by (used in) investing activities

4,463

11,162

(15,609)

Financing Activities:

Issuance of senior notes

4,500

Maturities of senior notes

(666)

(1,447)

(1,802)

Repurchase of senior notes

(1,121)

Purchases of treasury stock

(22)

(14)

(13)

Net proceeds from issuances of common stock

1,536

772

Proceeds from stock-based payment activities

(6)

Net proceeds from issuance/redemption of preferred stock and warrant

(3,555)

3,555

Net cash provided by (used in) financing activities

(16,041)

(12,050)

14,796

(Decrease) increase in cash and cash equivalents

(3,436)

1,194

2,670

Cash and cash equivalents at beginning of the period

8,685

7,491

4,821

5,249

8,685

7,491

Parent Company [Member]

Assets:

Investment in subsidiaries

5,482

6,466

8,547

31,368

29,554

Loans to subsidiaries

336

500

Available for sale, at fair value

1,144

752

38,337

37,279

Liabilities:

6,223

6,049

4,030

3,640

1,543

1,000

Accumulated Other Comprehensive Income (Loss), Net of Tax

11,796

10,689

Stockholders' Equity:

Common stock

Paid-in-capital, net

19,084

18,955

Retained earnings

10,406

10,727

248

Less: Treasury stock, at cost; 47,787,697 and 47,224,200 shares as of December 31, 2010 and 2009, respectively

(3,202)

(3,180)

26,541

26,590

Interest from temporary investments

38,337

37,279

Statements of Income [Abstract]

184

Interest expense

479

336

425

Dividends, principally from bank subsidiaries

(1,200)

(500)

(1,547)

Non-interest income

111

Non-interest expense

273

137

Income from continuing operations before income taxes

510

143

1,280

Equity in undistributed earnings (loss) of subsidiaries

(221)

(109)

(94)

2,319

735

(1,289)

3,050

987

Preferred stock dividends

(307)

(103)

(131)

Net income

2,743

884

(46)

(564)

(33)

2,743

320

(79)

Operating Activities:

Equity in (earnings) loss of subsidiaries:

2,743

884

(46)

Continuing operations

(2,319)

(735)

1,289

Discontinued operations

307

103

131

Loss on sale of securities available for sale

Gain on repurchase of senior notes

(43)

Amortization of discount of senior notes

Stock plan compensation expense

(6)

(Increase) decrease in other assets

(3,261)

(115)

106

Increase (decrease) in other liabilities

543

(399)

674

Net cash (used in) provided by operating activities

(1,984)

(268)

2,182

Investing Activities:

Decrease (increase) in investment in subsidiaries

433

(2,250)

(1,385)

Decrease in loans to subsidiaries

164

689

5,415

Net payment for companies acquired

Net cash provided by (used in) investing activities

597

(1,530)

4,030

Financing Activities:

Increase (decrease) in borrowings from subsidiaries

390

1,988

(268)

Issuance of senior notes

995

Maturities of senior notes

(1,030)

(550)

Repurchase of senior notes

(713)

Dividends paid

(91)

(319)

(568)

Purchases of treasury stock

(22)

(14)

(13)

Net proceeds from issuances of common stock

1,536

772

Proceeds from stock-based payment activities

116

Net proceeds from issuance/redemption of preferred stock and warrant

(3,555)

3,555

Net cash provided by (used in) financing activities

403

(283)

2,310

(Decrease) increase in cash and cash equivalents

(984)

(2,081)

8,522

Cash and cash equivalents at beginning of the period

6,466

8,547

International Activities [Line Items]

$ 5,482

$ 6,466

$ 8,547

[1]	Excludes the initial impact from the January 1, 2010 adoption of the new consolidation standards.

International Operations (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2010

Dec. 31, 2009

Dec. 31, 2008

Income from continuing operations before income taxes

$ 197,503

$ 169,646

$ 165,913

Revenue

^[1]

16,171

12,983

13,893

4,330

1,336

582

1,280

349

497

3,050

987

(307)

(103)

(131)

International Activities [Line Items]

2,743

884

(46)

Domestic [Member]

Income from continuing operations before income taxes

188,397

165,840

161,666

Revenue

^[1]

14,816

12,282

12,961

3,804

1,231

529

1,130

321

484

2,674

910

(307)

(103)

(131)

International Activities [Line Items]

2,367

807

(86)

International [Member]

Income from continuing operations before income taxes

9,106

3,806

4,247

Revenue

^[1]

1,355

701

932

526

105

150

Assumption For Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Principal Repayment Rate Upper End

$ 376

$ 77

$ 40

[1]	Revenue is net interest income plus non-interest income.

Related Party Transactions (Details) - USD ($) $ in Millions	Mar. 31, 2010	Dec. 31, 2009
Notes to Financial Statements [Abstract]
Outstanding principal of a commercial real estate loan issued to a related party		$ 38
Proceeds from sale of commercial real estate loan issued to a related party	$ 35

Label

Element

Value

Mortgage Related Member

cof_AssumptionForFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesPrincipalRepaymentRateUpperEnd

18.10%

^[1]

Assumption For Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Principal Repayment Rate Lower End

cof_AssumptionForFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesPrincipalRepaymentRateLowerEnd

16.30%

^[1]

Interest Only Strip Retained Interests Fair Value Disclosure

cof_InterestOnlyStripRetainedInterestsFairValueDisclosure

$ 136,000,000

^[1],[2]

Interest Only Strip Retained Interests Fair Value Disclosure

cof_InterestOnlyStripRetainedInterestsFairValueDisclosure

226,000,000

^[1]

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of20 Percent Adverse Change In Principal Repayment Rate

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrincipalRepaymentRate

(6,000,000)

^[1]

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of20 Percent Adverse Change In Principal Repayment Rate

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrincipalRepaymentRate

(9,000,000)

^[1]

Impact on fair value of 10% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate

(7,000,000)

^[1]

Impact on fair value of 10% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate

(6,000,000)

^[1]

Liquidity Swap Related To Negative Amortization Bonds

cof_LiquiditySwapRelatedToNegativeAmortizationBonds

19,000,000

^[1]

Impact on fair value of 20% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate

(14,000,000)

^[1]

Impact on fair value of 20% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate

(12,000,000)

^[1]

cof_ImpactFairValue10PercentAdverseChange

^[1],[3]

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of10 Percent Adverse Change In Principal Repayment Rate

cof_ImpactFairValue10PercentAdverseChange

^[1],[3]

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrincipalRepaymentRate

2,000,000

^[1]

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of10 Percent Adverse Change In Principal Repayment Rate

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrincipalRepaymentRate

$ (5,000,000)

^[1]

Weighted Average Discount Rate Upper End

cof_WeightedAverageDiscountRateUpperEnd

42.20%

^[1]

Weighted Average Discount Rate Lower End

cof_WeightedAverageDiscountRateLowerEnd

25.20%

^[1]

Assumption For Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Principal Repayment Rate

cof_AssumptionForFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesPrincipalRepaymentRate

27.80%

^[1]

cof_WeightedAverageLifeOrReceivablesMonths

^[1]

cof_WeightedAverageLifeOrReceivablesMonths

^[1]

cof_WeightedAverageChargeOffRate

^[1],[3]

Weighted Average Discount Rate

cof_WeightedAverageChargeOffRate

^[1],[3]

cof_WeightedAverageDiscountRate

11.50%

^[1]

cof_ImpactFairValue20PercentAdverseChange

^[1],[3]

Interest-Only-Strip [Member]

cof_ImpactFairValue20PercentAdverseChange

^[1],[3]

Interest Only Strip Retained Interests Fair Value Disclosure

cof_InterestOnlyStripRetainedInterestsFairValueDisclosure

22,000,000

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of20 Percent Adverse Change In Principal Repayment Rate

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrincipalRepaymentRate

2,000,000

Impact on fair value of 10% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate

(1,000,000)

Impact on fair value of 20% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate

(2,000,000)

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of10 Percent Adverse Change In Principal Repayment Rate

cof_ImpactFairValue10PercentAdverseChange

(9,000,000)

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrincipalRepaymentRate

$ 1,000,000

Assumption For Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Principal Repayment Rate

cof_AssumptionForFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesPrincipalRepaymentRate

16.00%

cof_WeightedAverageLifeOrReceivablesMonths

Weighted Average Discount Rate

cof_WeightedAverageChargeOffRate

10.00%

cof_WeightedAverageDiscountRate

12.00%

Retained Interests Member

cof_ImpactFairValue20PercentAdverseChange

$ (11,000,000)

Interest Only Strip Retained Interests Fair Value Disclosure

cof_InterestOnlyStripRetainedInterestsFairValueDisclosure

3,697,000,000

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of20 Percent Adverse Change In Principal Repayment Rate

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrincipalRepaymentRate

(8,000,000)

Impact on fair value of 10% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate

(11,000,000)

Impact on fair value of 20% adverse change (For discount rate)

us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate

(23,000,000)

Sensitivity Analysis Of Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Impact Of10 Percent Adverse Change In Principal Repayment Rate

cof_ImpactFairValue10PercentAdverseChange

(6,000,000)

cof_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrincipalRepaymentRate

$ (5,000,000)

Assumption For Fair Value Of Interests Continued To Be Held By Transferor Servicing Assets Or Liabilities Principal Repayment Rate

cof_AssumptionForFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesPrincipalRepaymentRate

16.00%

cof_WeightedAverageLifeOrReceivablesMonths

Weighted Average Discount Rate

cof_WeightedAverageChargeOffRate

10.00%

cof_WeightedAverageDiscountRate

8.00%