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Loss from discontinued operations, net of tax

$ 1,032

$ 720

(16)

(84)

Net income

1,016

636

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization, net

534

1,478

167

147

Net gains on sales of securities available for sale

(3)

(107)

Net gains on deconsolidation

(178)

Loans held for sale:

Transfers in

(29)

(210)

Losses on sales

Proceeds from sales

135

234

Stock plan compensation expense

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

(Increase) decrease in interest receivable

(202)

(Increase) decrease in accounts receivable from securitizations

^[1]

(61)

(Increase) decrease in other assets

^[1]

474

1,139

Increase (decrease) in interest payable

(77)

Increase (decrease) in other liabilities

^[1]

(506)

(948)

Net cash provided by operating activities attributable to discontinued operations

Net cash provided by operating activities

1,869

2,024

Investing activities:

Increase in restricted cash for securitization investors

^[1]

(954)

712

Purchases of securities available for sale

(3,582)

(9,403)

Proceeds from paydowns and maturities of securities available for sale

2,597

2,851

Proceeds from sales of securities available for sale

846

7,429

Proceeds from sale of interest-only bonds

Net decrease in loans held for investment

^[1]

1,713

4,168

Principal recoveries of loans previously charged off

435

401

Additions of premises and equipment

(67)

(74)

Net payments for acquisitions

(1,444)

Net cash provided by (used in) investing activities

(456)

6,141

Financing activities:

Net increase in deposits

3,236

1,977

Net decrease in securitized debt obligations

(2,409)

Net (increase) decrease in other borrowings

^[1]

512

(11,276)

Purchases of treasury stock

(38)

(18)

Dividends paid on common stock

(23)

Net proceeds from issuances of common stock

Proceeds from share-based payment activities

Net cash used in financing activities attributable to discontinued operations

(19)

Net cash provided by (used in) financing activities

1,309

(9,352)

Increase (decrease) in cash and cash equivalents

2,722

(1,187)

Cash and cash equivalents at beginning of the period

5,249

8,685

Cash and cash equivalents at end of the period

7,971

7,498

Non-cash items:

Impact of the net fair value of assets acquired and liabilities assumed for acquisitions

Cumulative effect from adoption of new consolidation accounting standards

$ 0

$ 2,939

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2011
Summary of Significant Accounting Policies [Abstract]
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. 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. Basis of Presentation and Use of Estimates The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 Form 10-K”). Certain financial information that is normally included in annual financial statements prepared in conformity with U.S. GAAP, but is not required for interim reporting purposes, has been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our interim unaudited financial statements have been reflected. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. Interim period results may not be indicative of results for the full year. 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. Changes in Significant Accounting Policies We provide a summary of our significant accounting policies in our 2010 Form 10-K under “Notes to Consolidated Financial Statements-Note 1-Summary of Significant Accounting Policies.” We did not make any material changes in our significant accounting policies during the first quarter of 2011. Recently Issued and Adopted Accounting Standards 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. Recently Issued but Not Yet Adopted Accounting Standards Receivables: A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring In April 2011, the FASB issued a new accounting standard on a creditor's determination of whether a restructuring is a troubled debt restructuring (“TDR”) with regards to its receivables. The standard requires disclosure, during the third quarter of 2011, of the net charges in receivables determined to be TDRs and the associated allowance for loan and lease losses resulting from re-evaluating all modifications made on or after January 1, 2011. Effective July 1, 2011, prospective application is required for the purpose of measuring impairment of the receivables determined to be TDRs and the new activity-based TDR disclosure in accordance with the principles of the new standard. We have not yet determined the impact this new accounting standard will have on our consolidated financial statements.

ACQUISITIONS	3 Months Ended
ACQUISITIONS	Mar. 31, 2011
Acquisitions [Abstract]
Acquisitions	NOTE 2-ACQUISITIONS We regularly explore opportunities to enter into strategic partnership agreements or acquire financial services companies and businesses to expand our distribution channels and grow our customer base. We may structure these transactions with both an initial payment and later contingent payments tied to future financial performance. We account for acquisitions in accordance with the accounting guidance for business combinations. Under the guidance for business combinations, the accounting differs depending on whether the acquired set of activities and assets meets the definition of a business. A business is considered to be an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing economic benefits directly to investors or other owners, members, or participants. If the acquired set of activities and assets meets the definition of a business, the transaction is accounted for as a business combination. Otherwise, it is accounted for as an asset acquisition. In a business combination, identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recorded at fair value as of the acquisition date, with limited exceptions. Transaction costs and costs to restructure the acquired company are generally expensed as incurred. Goodwill is recognized as the excess of the acquisition price over the estimated fair value of the net assets acquired. The operating results of the acquired business are reflected in our consolidated financial statements subsequent to the date of the merger or acquisition. In an asset acquisition, the assets acquired are recorded at the purchase price plus any transaction costs incurred. Goodwill is not recognized in an asset acquisition. 2011 Acquisitions On January 7, 2011, in a cash transaction, we acquired the private-label credit card portfolio of Hudson's Bay Company (“HBC”), a Canadian operation, from GE Capital Retail Finance. The acquisition and partnership with HBC significantly expands our credit card customer base in Canada, tripling the number of customer accounts, and provide an additional distribution channel. The acquisition included outstanding credit card loan receivables with a fair value of approximately $1.4 billion, and a transfer of approximately 400 employees directly involved in managing the HBC portfolio. We accounted for the acquisition as a business combination. Accordingly, we recorded the assets acquired, including identifiable intangible assets, and liabilities assumed at their respective fair values as of the acquisition date and consolidated with our results. In connection with the acquisition, we recorded goodwill of $3 million representing the amount by which the purchase price exceeded the fair value of the net assets acquired. We also recognized a purchased credit card relationship intangible asset of $11 million at acquisition and a contract-based intangible asset of $70 million. Because the acquisition was considered to be a taxable transaction, the goodwill is deductible for tax purposes. The goodwill was assigned to the International Card reporting unit of our Credit Card segment and the acquired loan portfolio is reflected in the operations of our International Card business. Contingent Payments In connection with our February 27, 2009 acquisition of Chevy Chase Bank, we entered into a loss-sharing arrangement. 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. Based on estimated credit losses related to this portfolio as of March 31, 2011 and December 31, 2010 we did not recognize a liability related to the earn-out.

DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2011

Discontinued Operations [Abstract]

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 for the three months ended March 31, 2011 and 2010. We have no significant continuing involvement in these operations.

The loss from discontinued operations for the three months ended March 31, 2011 and 2010 includes an expense of $39 million ($29 million, net of tax) and $124 million ($93 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:

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Net interest expense	$	0		$	(1	)
Non-interest expense		(25	)		(129	)
Loss from discontinued operations before taxes		(25	)		(130	)
Income tax benefit		9			46
Loss from discontinued operations, net of taxes	$	(16	)	$	(84	)

The discontinued mortgage origination operations of our wholesale home loan banking unit had remaining assets of $342 million and $362 million as of March 31, 2011 and December 31, 2010, respectively, which consisted primarily of cash. Liabilities totaled $611 million and $585 million as of March 31, 2011 and December 31, 2010, respectively, consisting primarily of reserves for representations and warranties on loans previously sold to third parties.

INVESTMENT SECURITIES

3 Months Ended

Mar. 31, 2011

Investment Securities [Abstract]

Investment Securities

NOTE 4-INVESTMENT SECURITIES

Our investment securities portfolio, which had a fair value of $41.6 billion and $41.5 billion, as of March 31, 2011 and December 31, 2010, 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 and leases, equipment loans, and other; 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 both March 31, 2011 and December 31, 2010.

Securities Amortized Cost and Fair Value

All of our investment securities were classified as available-for-sale as of March 31, 2011, 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 March 31, 2011 and December 31, 2010. 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”).

	March 31, 2011
(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	$	302	$	10	$	0		$	0		$	0		$	312
U.S. Agency debt obligations(3)		166		11		0			0			0			177
Collateralized mortgage obligations (“CMOs”):
Agency(4)		12,902		245		0			(9	)		(9	)		13,138
Non-agency		986		1		(57	)		(13	)		(70	)		917
Total CMOs		13,888		246		(57	)		(22	)		(79	)		14,055
Mortgage-backed securities (“MBS”):
Agency(4)		15,142		376		0			(152	)		(152	)		15,366
Non-agency		667		1		(54	)		(4	)		(58	)		610
Total MBS		15,809		377		(54	)		(156	)		(210	)		15,976
Asset-backed securities (“ABS”) (5)		10,405		68		0			(5	)		(5	)		10,468
Other(6)		537		47		0			(6	)		(6	)		578
Total securities available-for-sale	$	41,107	$	759	$	(111	)	$	(189	)	$	(300	)	$	41,566

	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

__________________

(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 $165 million and $200 million, as of March 31, 2011 and December 31, 2010, respectively, and fair values of $176 million and $213 million, as of March 31, 2011 and December 31, 2010, respectively.

(4)

Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae with amortized costs of $16.4 billion, $8.4 billion and $3.2 billion, respectively, and fair values of $16.6 billion, $8.6 billion and $3.3 billion, respectively, as of March 31, 2011. The book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded 10% of our stockholders' equity as of March 31, 2011.

(5)

Consists of securities collateralized by credit card loans, auto dealer and floor plan inventory loans and leases, student loans, auto loans, equipment loans and other. The distribution among these asset types was approximately 74.0% credit card loans, 9.8% auto dealer floor plan inventory loans and leases, 6.4% student loans, 6.3% auto loans, 2.0% equipment loans, and 1.5% of other loans as of March 31, 2011. In comparison, the distribution was approximately 77.8% credit card loans, 5.6% auto dealer floor plan inventory loans and leases, 7.2% student loans, 6.7% auto loans, 2.5% equipment loans and 0.2% home equity lines of credit as of December 31, 2010. Approximately 90.9% of the securities in our asset-backed security portfolio were rated AAA or its equivalent as of March 31, 2011, compared with 90.1% as of December 31, 2010. Also, includes commercial mortgage-backed securities issued by Freddie Mac with amortized costs of $89 million and fair values of $90 million as of March 31, 2011.

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

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 March 31, 2011 and December 31, 2010.

	March 31, 2011
	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)		1,931		(7	)		316		(2	)		2,247		(9	)
Non-agency		161		(8	)		706		(62	)		867		(70	)
Total CMOs		2,092		(15	)		1,022		(64	)		3,114		(79	)
MBS:
Agency(2)		5,206		(149	)		158		(3	)		5,364		(152	)
Non-agency		39		0			548		(58	)		587		(58	)
Total MBS		5,245		(149	)		706		(61	)		5,951		(210	)
Asset-backed securities		953		(3	)		37		(2	)		990		(5	)
Other		122		(1	)		64		(5	)		186		(6	)
Total securities available-for-sale in a gross unrealized loss position	$	8,412	$	(168	)	$	1,829	$	(132	)	$	10,241	$	(300	)

	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	)

__________________

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

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

The gross unrealized losses on our available-for-sale securities of $300 million as of March 31, 2011 relate to approximately 340 individual securities. Our investments in non-agency CMOs, non-agency residential MBS and asset-backed securities accounted for $133 million, or 44%, of total gross unrealized losses as of March 31, 2011. Of the $300 million gross unrealized losses as of March 31, 2011, $132 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 and non-agency residential MBS, 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 March 31, 2011.

	March 31, 2011
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,741	$	2,753
Due after 1 year through 5 years		7,532		7,599
Due after 5 years through 10 years		1,184		1,214
Due after 10 years(1)		29,650		30,000
Total	$	41,107	$	41,566

__________________

(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 March 31, 2011. 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.

	March 31, 2011
	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	$	188		1.83	%	$	124		4.27	%	$	0		0.0	%	$	0		0.0	%	$	312		2.76	%
U.S. Agency debt obligations(2)		36		4.38			141		4.56			0		0.0			0		0.0			177		4.52
CMOs:
Agency(3)		431		5.53			6,428		4.52			6,251		4.25			28		4.35			13,138		4.42
Non-agency		109		5.87			533		5.60			271		5.43			4		6.58			917		5.58
Total CMOs		540		5.60			6,961		4.61			6,522		4.30			32		4.64			14,055		4.51
MBS:
Agency(3)		54		5.05			2,923		4.95			11,119		4.43			1,270		4.39			15,366		4.52
Non-agency		0		0.0			72		5.77			538		5.99			0		0.0			610		5.96
Total MBS		54		5.05			2,995		4.97			11,657		4.51			1,270		4.39			15,976		4.59
Asset-backed securities(4)		1,610		2.27			8,522		2.40			336		4.33			0		0.0			10,468		2.44
Other(5)		303		1.43			86		4.19			4		4.64			185		1.93			578		2.03
Total securities available for sale	$	2,731		2.88	%	$	18,829		3.65	%	$	18,519		4.43	%	$	1,487		4.16	%	$	41,566		3.97	%
Amortized cost of securities available-for-sale	$	2,710				$	18,538				$	18,382				$	1,477				$	41,107

__________________

(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-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

(4)	Consists of commercial mortgage-backed securities issued by Freddie Mac.

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

Credit Ratings

Approximately 93% and 92% of our total investment securities portfolio was rated AAA or its equivalent as of March 31, 2011 and December 31, 2010, respectively, while approximately 4% were below investment grade as of March 31, 2011 and December 31, 2010. All of our agency securities were rated AAA as of March 31, 2011 and December 31, 2010. The table below presents information on the credit ratings of our non-agency CMOs and non-agency MBS, which account for the substantial majority of the unrealized losses related to our investment securities portfolio as of March 31, 2011 and December 31, 2010.

	March 31, 2011												December 31, 2010
	% 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		2	%		1	%		11	%		88	%		3	%		1	%		11	%		88	%
Non-agency MBS		2			0			5			95			2			0			6			94

________________________

(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.

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

The following table summarizes other-than-temporary impairment losses on debt securities recognized in earnings for the three months ended March 31, 2011 and 2010:

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Total OTTI losses	$	23		$	50
Less: Non-credit component of OTTI losses recorded in AOCI		(20	)		(19	)
Net OTTI losses recognized in earnings	$	3		$	31

As indicated in the table above, we recorded credit related losses in earnings totaling $3 million and $31 million for the three months ended March 31, 2011 and 2010, respectively. The cumulative non-credit related portion of OTTI on these securities recorded in AOCI totaled $111 million and $150 million for the three months ended March 31, 2011 and 2010, 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 $189 million and $176 million as of March 31, 2011 and December 31, 2010, respectively, are attributable to 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 for the three months ended March 31, 2011 and 2010, respectively, 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.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Beginning balance of credit losses	$	49		$	32
Additions for the credit component of OTTI on debt securities for which OTTI losses were not previously recognized(1)		1			5
Additions for the credit component of OTTI on debt securities for which OTTI losses were previously recognized		2			7
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 and for securities sold during the period(2)		(2	)		(10	)
Ending balance of credit losses	$	50		$	34

__________________

(1)	The first quarter of 2010 includes $4 million of OTTI recorded on held to maturity negative amortization bonds.

(2)	We recognized $0 million and $19 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI as of March 31, 2011, and 2010, respectively.

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.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Beginning balance AOCI related to securities available-for-sale, net of tax(1)	$	369		$	186
Net unrealized holding gains (losses), net of tax(2)		(55	)		213
Net realized gains reclassified from AOCI into earnings, net of tax(3)		(3	)		(66	)
Ending balance AOCI related to securities available-for-sale, net of tax	$	311		$	333

__________________

(1)	Net of tax benefit (expense) of $203 million and $102 million for the three months ended March 31, 2011 and 2010, respectively.

(2)	Net of tax benefit (expense) of $(30) million and $117 million for the three months ended March 31, 2011 and 2010, respectively.

(3)	Net of tax (benefit) expense of $(2) million and $(36) million for the three months ended March 31, 2011 and 2010, 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 as of March 31, 2011 and 2010. 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.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Gross realized investment gains	$	5		$	94
Gross realized investment losses		(2	)		0
Net realized gains	$	3		$	94
Total proceeds from sales	$	846		$	7,429

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 $9.7 billion and $11.4 billion as of March 31, 2011 and 2010, 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

3 Months Ended

Mar. 31, 2011

Loans [Abstract]

Loans

NOTE 5-LOANS

Loan Portfolio Composition

Our total loan portfolio consists of loans we own and loans underlying our securitization trusts. The table below presents the composition of our held-for-investment loan portfolio, including restricted loans for securitization investors, as of March 31, 2011 and December 31, 2010. 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.

(Dollars in millions)	March 31, 2011		December 31, 2010
Credit Card business:
Domestic credit card loans	$	47,465	$	50,170
International credit card loans		8,730		7,513
Total credit card loans		56,195		57,683
Domestic installment loans		3,105		3,679
International installment loans		5		9
Total installment loans		3,110		3,688
Total credit card		59,305		61,371
Consumer Banking business:
Automobile		18,342		17,867
Home loans		11,741		12,103
Other retail		4,223		4,413
Total consumer banking		34,306		34,383
Commercial Banking business:
Commercial and multifamily real estate(1)		13,543		13,396
Middle market		10,758		10,484
Specialty lending		3,936		4,020
Total commercial lending		28,237		27,900
Small-ticket commercial real estate		1,780		1,842
Total commercial banking		30,017		29,742
Other:
Other loans		464		451
Total loans	$	124,092	$	125,947

________________________

(1)	Includes construction loans and land development loans totaling $2.2 billion as of March 31, 2011 and $2.4 billion as of December 31, 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 commercial loans.

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 or 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:

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 loan by the estimated uncollectible portion of any billed finance charges and fees and exclude this amount from revenue.

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.

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.

Purchased credit-impaired (“PCI”) 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.

The following table summarizes the payment status of loans in our total loan portfolio, including an aging of delinquent loans, loans 90 days or more past due continuing to accrue interest and loans classified as nonperforming. We present 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 March 31, 2011 and December 31, 2010.

Loans 90 days or more past due totaled approximately $2.0 billion and $2.2 billion as of March 31, 2011 and December 31, 2010, respectively. Loans classified as nonperforming totaled $1.2 billion as of both March 31, 2011 and December 31, 2010.

	March 31, 2011
(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	$	48,756		$	488		$	381		$	945		$	1,814		$	0		$	50,570		$	945		$	0
International		8,250			149			104			232			485			0			8,735			232			0
Total credit card		57,006			637			485			1,177			2,299			0			59,305			1,177			0
Consumer Banking:
Auto		17,220			780			283			59			1,122			0			18,342			0			59
Home loans		6,555			64			42			384			490			4,696			11,741			0			492
Retail banking		4,047			31			13			45			89			87			4,223			3			79
Total consumer banking		27,822			875			338			488			1,701			4,783			34,306			3			630
Commercial Banking:
Commercial and multifamily real estate		12,974			97			44			189			330			239			13,543			0			339
Middle market		10,358			56			6			45			107			293			10,758			1			115
Specialty lending		3,866			32			14			24			70			0			3,936			6			45
Total commercial lending		27,198			185			64			258			507			532			28,237			7			499
Small-ticket commercial real estate		1,670			68			8			34			110			0			1,780			0			55
Total commercial banking		28,868			253			72			292			617			532			30,017			7			554
Other:
Other loans		375			36			5			48			89			0			464			0			58
Total	$	114,071		$	1,801		$	900		$	2,005		$	4,706		$	5,315		$	124,092		$	1,187		$	1,242

% of Total loans		91.9	%		1.5	%		0.7	%		1.6	%		3.8	%		4.3	%		100.0	%		1.0	%		1.0	%

	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 loans		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.

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.

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-off within 60 days. Credit card loans of deceased account holders are charged-off within 60 days of receipt of notification.

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 bankruptcy 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.

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.

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 March 31, 2011 and December 31, 2010. We also present comparative net charge-offs for the first quarter of 2011 and the first quarter of 2010.

Credit Card: Risk Profile by Geographic Region and Delinquency Status

	March 31, 2011					December 31, 2010
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)
Domestic:
California
Texas	$	5,969		10.1	%	$	6,242		10.2	%
New York		3,361		5.7			3,633		5.9
Florida		3,416		5.8			3,599		5.8
Illinois		3,170		5.3			3,298		5.4
Pennsylvania		2,272		3.8			2,403		3.9
Ohio		2,220		3.7			2,389		3.9
New Jersey		1,943		3.3			2,109		3.4
Michigan		1,883		3.2			1,971		3.2
Other		1,582		2.7			1,716		2.8
Total domestic card and installment loans		24,754		41.7			26,489		43.2
		50,570		85.3			53,849		87.7
International:
United Kingdom		4,094		6.9			4,102		6.7
Canada		4,641		7.8			3,420		5.6
Total international card and installment loans		8,735		14.7			7,522		12.3
Total credit card	$	59,305		100.0	%	$	61,371		100.0	%

Selected credit metrics:
30+ day delinquencies(2)	$	2,299		3.88	%	$	2,632		4.29	%
90+ day delinquencies(2)		1,177		1.98			1,379		2.25

	March 31,
	2011					2010
(Dollars in millions)	Amount		Rate			Amount		Rate
Net charge-offs:
Domestic card	$	804		6.20	%	$	1,519		10.18	%
International card		125		5.74			173		8.83
Total(3)	$	929		6.13	%	$	1,692		10.30	%

__________________

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

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

(3)	Calculated by dividing annualized net charge-offs by average credit card loans held for investment during the first quarter of 2011 and 2010.

The 30+ day delinquency rate for our credit card loan portfolio decreased to 3.88% as of March 31, 2011, from 4.29% as of December 31, 2010, reflecting the improvement in credit performance as a result of the modest economic improvement.

Consumer Banking

Our consumer banking loan portfolio consists of auto, home loan and retail banking loans. Similar to our credit card loan portfolio, the risk in our consumer banking loan portfolio is correlated with broad economic trends, such as unemployment rates, GDP 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 March 31, 2011 and December 31, 2010, and net charge-offs for the quarter ended March 31, 2011, and for the year ended December 31, 2010.

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

	March 31, 2011
	Non-PCI Loans					PCI Loans					Total
(Dollars in millions)	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	3,330		9.7	%	$	0		0.0	%	$	3,330		9.7	%
California		1,446		4.2			0		0.0			1,446		4.2
Louisiana		1,345		3.9			0		0.0			1,345		3.9
Florida		969		2.8			0		0.0			969		2.8
Georgia		950		2.8			0		0.0			950		2.8
New York		894		2.6			0		0.0			894		2.6
Illinois		861		2.5			0		0.0			861		2.5
Other		8,547		25.0			0		0.0			8,547		25.0
Total auto	$	18,342		53.5	%	$	0		0.0	%	$	18,342		53.5	%

Home loans:
New York	$	2,014		5.9	%	$	286		0.8	%	$	2,300		6.7	%
California		933		2.7			1,328		3.9			2,261		6.6
Louisiana		1,837		5.4			2		0.0			1,839		5.4
Maryland		464		1.4			433		1.2			897		2.6
Virginia		213		0.6			576		1.7			789		2.3
New Jersey		396		1.1			261		0.8			657		1.9
Other		1,188		3.4			1,810		5.3			2,998		8.7
Total home loans	$	7,045		20.5	%	$	4,696		13.7	%	$	11,741		34.2	%

Retail banking:
Louisiana	$	1,676		4.9	%	$	0		0.0	%	$	1,676		4.9	%
Texas		1,063		3.1			0		0.0			1,063		3.1
New York		898		2.6			0		0.0			898		2.6
New Jersey		343		1.0			0		0.0			343		1.0
Maryland		53		0.2			26		0.0			79		0.2
Virginia		21		0.1			27		0.1			48		0.2
Other		82		0.2			34		0.1			116		0.3
Total retail banking	$	4,136		12.1	%	$	87		0.2	%	$	4,223		12.3	%
Total consumer banking	$	29,523		86.1	%	$	4,783		13.9	%	$	34,306		100.0	%

	March 31, 2011
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,122		6.11	%	$	490		4.17	%	$	89		2.11	%	$	1,701		4.96	%
90+ day delinquencies		59		0.32			384		3.27			45		1.07			488		1.42
Nonperforming loans		59		0.32			492		4.19			79		1.87			630		1.84

	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		0.0	%	$	3,161		9.2	%
California		1,412		4.1			0		0.0			1,412		4.1
Louisiana		1,334		3.9			0		0.0			1,334		3.9
Florida		954		2.8			0		0.0			954		2.8
Georgia		908		2.6			0		0.0			908		2.6
New York		894		2.6			0		0.0			894		2.6
Illinois		843		2.5			0		0.0			843		2.5
Other		8,361		24.3			0		0.0			8,361		24.3
Total auto	$	17,867		52.0	%	$	0		0.0	%	$	17,867		52.0	%

Home loans:
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		0.0			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 loans	$	7,211		21.0	%	$	4,892		14.2	%	$	12,103		35.2	%

Retail banking:
Louisiana	$	1,754		5.1	%	$	0		0.0	%	$	1,754		5.1	%
Texas		1,125		3.3			0		0.0			1,125		3.3
New York		909		2.6			0		0.0			909		2.6
New Jersey		357		1.0			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 Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,453		8.13	%	$	504		4.16	%	$	93		2.11	%	$	2,050		5.96	%
90+ day delinquencies		99		0.55			395		3.27			40		0.91			534		1.54
Nonperforming loans		99		0.55			486		4.01			91		2.07			676		1.97

	March 31, 2011
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	89		1.98	%	$	21		0.71	%	$	24		2.24	%	$	134		1.57	%

	March 31, 2010
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	132		2.97	%	$	36		0.94	%	$	27		2.11	%	$	195		2.03	%

________________________

(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.

(3)	Calculated by dividing annualized net charge-offs by average credit card loans held for investment for the first quarter of 2011 and 2010.

Home Loans

Our home loans portfolio consists of both first-lien and second-lien residential mortgage loans. In evaluating the credit quality and risk of our home loans portfolio, we continually monitor a variety of mortgage loan characteristics that may affect the default experience on our overall home loans 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 loans portfolio as of March 31, 2011 and December 31, 2010 based on selected key risk characteristics.

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

	March 31, 2011
	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	$	4,690		39.9	%	$	1,800		15.3	%	$	6,490		55.2	%
2006		786		6.7			1,094		9.3			1,880		16.0
2007		534		4.6			1,446		12.3			1,980		16.9
2008		290		2.4			347		3.0			637		5.4
2009		288		2.5			9		0.1			297		2.6
2010		396		3.4			0		0.0			396		3.4
2011		61		0.5			0		0.0			61		0.5
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Geographic concentration:(2)
New York	$	2,014		17.2	%	$	286		2.5	%	$	2,300		19.7	%
California		933		7.9			1,328		11.3			2,261		19.2
Louisiana		1,837		15.6			2		0.0			1,839		15.6
Maryland		464		4.0			433		3.6			897		7.6
Virginia		213		1.8			576		4.9			789		6.7
New Jersey		396		3.4			261		2.2			657		5.6
Texas		506		4.3			30		0.3			536		4.6
Florida		132		1.1			268		2.3			400		3.4
District of Columbia		78		0.7			144		1.2			222		1.9
Washington		72		0.6			100		0.9			172		1.5
Connecticut		91		0.8			75		0.6			166		1.4
Other		309		2.6			1,193		10.2			1,502		12.8
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Lien type:
1st lien	$	5,856		49.9	%	$	4,119		35.1	%	$	9,975		85.0	%
2nd lien		1,189		10.1			577		4.9			1,766		15.0
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Interest rate type:
Fixed rate	$	3,578		30.5	%	$	113		0.9	%	$	3,691		31.4	%
Adjustable rate		3,467		29.5			4,583		39.1			8,050		68.6
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%

	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, may result in deterioration of the repayment prospects at some future date.

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

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 March 31, 2011 and December 31, 2010.

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

	March 31, 2011
(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	$	10,909		80.6	%	$	3,300		30.7	%	$	1,502		38.2	%	$	1,097		61.6	%	$	16,808		56.0	%
Mid-Atlantic		825		6.1			910		8.5			192		4.9			69		3.9			1,996		6.6
South		1,313		9.7			5,715		53.1			713		18.1			112		6.3			7,853		26.2
Other		257		1.8			540		5.0			1,529		38.8			502		28.2			2,828		9.4
Total non-PCI loans		13,304		98.2			10,465		97.3			3,936		100.0			1,780		100.0			29,485		98.2
PCI loans		239		1.8			293		2.7			0		0.0			0		0.0			532		1.8
Total	$	13,543		100.0	%	$	10,758		100.0	%	$	3,936		100.0	%	$	1,780		100.0	%	$	30,017		100.0	%
Internal risk rating:(4)
Non-PCI loans:
Noncriticized	$	11,832		87.4	%	$	9,699		90.1	%	$	3,819		97.0	%	$	1,658		93.1	%	$	27,008		90.0	%
Criticized performing		1,133		8.3			651		6.1			73		1.9			67		3.8			1,924		6.4
Criticized nonperforming		339		2.5			115		1.1			44		1.1			55		3.1			553		1.8
Total non-PCI loans		13,304		98.2			10,465		97.3			3,936		100.0			1,780		100.0			29,485		98.2

PCI loans:
Noncriticized	$	153		1.1	%	$	238		2.2	%	$	0		0.0	%	$	0		0.0	%	$	391		1.3	%
Criticized performing		86		0.7			55		0.5			0		0.0			0		0.0			141		0.5
Total PCI loans		239		1.8			293		2.7			0		0.0			0		0.0			532		1.8
Total	$	13,543		100.0	%	$	10,758		100.0	%	$	3,936		100.0	%	$	1,780		100.0	%	$	30,017		100.0	%

	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
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 total loans as of March 31, 2011 and 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. 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.

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

	March 31, 2011
(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	$	745	$	0	$	745	$	268	$	477	$	725	$	749	$	19
International		186		0		186		113		73		179		173		0
Total credit card		931		0		931		381		550		904		922		19

Consumer:
Auto		5		0		5		2		3		5		2		0
Home loans		62		0		62		6		56		62		59		1
Retail banking		17		23		40		1		39		43		41		0
Total consumer		84		23		107		9		98		110		102		1

Commercial:
Commercial and multifamily real estate		53		336		389		6		383		481		356		1
Middle market		13		100		113		6		107		153		117		0
Specialty lending		0		22		22		0		22		26		21		0
Total commercial lending		66		458		524		12		512		660		494		1
Small-ticket commercial real estate		66		0		66		13		53		85		51		0
Total commercial		132		458		590		25		565		745		545		1
Other:
Other loans		0		1		1		0		1		1		0		0
Total	$	1,147	$	482	$	1,629	$	415	$	1,214	$	1,760	$	1,569	$	21

	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 loans		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 $1.2 billion and $1.1 billion of impaired loans as of March 31, 2011 and December 31, 2010, respectively. Consumer and commercial TDR loans classified as performing totaled $997 million and $87 million, respectively, as of March 31, 2011, and $970 million and $79 million, respectively, as of December 31, 2010.

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 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 March 31, 2011 and December 31, 2010:

	March 31, 2011						December 31, 2010
(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	$	6,702	$	5,294	$	1,408	$	7,054	$	5,546	$	1,508

Carrying value		5,315		4,000		1,315		5,554		4,165		1,389

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 recognized impairment in our provision for loan lease losses of $8 million and zero for the first three months of 2011 and 2010, respectively, related to PCI loans. The cumulative impairment recognized on PCI loans totaled $41 million as of March 31, 2011 and $33 million as of December 31, 2010.

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, 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
Accretion recognized in earnings		(114	)		(96	)		(18	)
Accretable yield as of March 31, 2011	$	1,898		$	1,658		$	240

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 $189.1 billion and $161.5 billion as of March 31, 2011 and December 31, 2010, 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. Outstanding unfunded commitments to extend credit other than credit card lines totaled approximately $14.2 billion and $13.2 billion as of March 31, 2011 and December 31, 2010, respectively. Commitments may expire without being drawn upon. Therefore, the total commitment amount does not necessarily represent future funding requirements.

We maintain a reserve for unfunded loan commitments and letters of credit to absorb estimated probable losses related to these unfunded credit facilities, which is included in other liabilities on our consolidated balance sheets. Our reserve for unfunded loan commitments and letters of credit was $71 million and $107 million as of March 31, 2011 and December 31, 2010, respectively. See “Note 6-Allowance for Loan and Lease Losses” below for additional information.

ALLOWANCE FOR LOAN AND LEASE LOSSES

3 Months Ended

Mar. 31, 2011

Allowance for Loan and Lease Losses [Abstract]

Allowance for Loan and Lease Losses

NOTE 6-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. See “Note 1-Summary of Significant Accounting Policies” of our 2010 Form 10-K for a description of the methodologies and policies for determining our allowance for loan and lease losses for each of our loan portfolio segments.

Allowance for Loan and Lease Losses Activity

The allowance for loan and lease losses is increased through the provision for 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, and our unfunded lending commitment reserve during the first quarter of 2011.

																												Combined
				Consumer																					Unfunded			Allowance
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other(1)			Total Allowance			Lending Reserve			& Unfunded Reserve
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628		$	107		$	5,735
Provision for loan and lease losses		450			54			28			13			95			(15	)		4			534			0			534
Charge-offs		(1,285	)		(141	)		(32	)		(31	)		(204	)		(67	)		(24	)		(1,580	)		0			(1,580	)
Recoveries		356			52			11			7			70			8			1			435			0			435
Net charge-offs		(929	)		(89	)		(21	)		(24	)		(134	)		(59	)		(23	)		(1,145	)		0			(1,145	)
Other changes(2)		14			0			0			5			5			30			1			50			(36	)		14
Balance as of March 31, 2011	$	3,576		$	318		$	119		$	204		$	641		$	782		$	68		$	5,067		$	71		$	5,138

__________________

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

(2)	Includes foreign exchange translation adjustments of $14 million and unfunded lending reserve of $36 million.

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 March 31, 2011 and December 31, 2010:

	March 31, 2011
				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	$	3,195		$	316		$	77		$	201		$	594		$	754		$	68		$	4,611
Individually evaluated for impairment		381			2			5			2			9			25			0			415
Purchased credit-impaired loans		0			0			37			1			38			3			0			41
Total allowance for loan and lease losses	$	3,576		$	318		$	119		$	204		$	641		$	782		$	68		$	5,067
Held for investment loans by impairment methodology:
Collectively evaluated for impairment	$	58,374		$	18,337		$	6,983		$	4,096		$	29,416		$	28,895		$	463		$	117,148
Individually evaluated for impairment		931			5			62			40			107			590			1			1,629
Purchased credit-impaired loans		0			0			4,696			87			4,783			532			0			5,315
Total held for investment loans	$	59,305		$	18,342		$	11,741		$	4,223		$	34,306		$	30,017		$	464		$	124,092
Allowance as a percentage of period end held for investment loans		6.03	%		1.73	%		1.01	%		4.83	%		1.87	%		2.61	%		14.66	%		4.08	%

	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

3 Months Ended

Mar. 31, 2011

Variable Interest Entities and Securitizations [Abstract]

Variable Interest Entities and Securitizations

NOTE 7-VARIABLE INTEREST ENTITIES AND SECURITIZATIONS

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

Under revised consolidation accounting guidance that became effective on January 1, 2010, 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. As a result of this guidance, the vast majority of the VIEs in which we are involved have been consolidated in our financial statements.

Summary of Consolidated and Unconsolidated VIEs

The table below presents a summary of VIEs, aggregated based on VIEs with similar characteristics, in which we had continuing involvement or held a variable interest as of March 31, 2011 and December 31, 2010. We separately present information for consolidated and unconsolidated VIEs.

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

	March 31, 2011
	Consolidated				Unconsolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets			Carrying Amount of Liabilities			Maximum Exposure to Loss (3)
Securitization-related VIEs:
Credit card loan securitizations	$	50,102	$	23,809	$	0		$	0		$	0
Auto loan securitizations		1,219		1,036		0			0			0
Mortgage loan securitizations		0		0		183	(1)		35	(2)		302
Other asset securitizations		143		38		0			0			0
Total securitization related VIEs		51,464		24,883		183			35			302
Other VIEs:
Affordable housing entities		0		0		1,782			296			1,782
Entities that provide capital to low-income and rural communities		238		0		6			3			6
Other		0		0		166			0			166
Total Other VIEs		238		0		1,954			299			1,954
Total VIEs	$	51,702	$	24,883	$	2,137		$	334		$	2,256

	December 31, 2010
	Consolidated				Unconsolidated
(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)
Securitization-related VIEs:
Credit card loan securitizations	$	53,694	$	25,622	$	0	$	0	$	0
Auto loan securitizations		1,784		1,518		0		0		0
Mortgage loan securitizations		0		0		174		37		297
Other asset 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

__________________

(1)

The carrying amount of assets of unconsolidated securitization-related VIEs consists of retained interests and letters of credit related to manufactured housing securitizations. Mortgage servicing rights related to unconsolidated VIEs are reported on our consolidated balance sheets under goodwill and other intangible assets. See “Note 8-Goodwill and Other Intangible Assets” for additional information on our mortgage servicing rights. Other retained interests are reported on our consolidated balance sheets under accounts receivable from securitizations.

(2)

The carrying amount of liabilities of unconsolidated securitization-related VIEs consists of obligations to fund negative amortization bonds associated with the securitization of option-adjustable rate mortgage loans (“option-ARMs”) 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 our assets in the VIE become worthless and we were required to meet our maximum remaining funding obligations.

Securitization-Related VIEs

We historically have securitized credit card loans, auto loans, home loans and installment loans. In a securitization transaction, assets from our balance sheet are transferred to trust, which is typically meets the definition of a VIE. The trust then issues various forms of interests in those assets to investors. We typically receive cash proceeds and/or other interests in the securitization trust for the assets we transfer. If the transfer of the assets to an unconsolidated securitization trust qualifies as a sale, we remove the assets from our consolidated balance sheet and recognize a gain or loss on the transfer. Alternatively, if the transfer does not qualify as a sale but instead is considered a secured borrowing or the transfer of assets is to a consolidated VIE, the assets remain on our consolidated financial statements and we record an offsetting liability the proceeds received. We did not securitize any loans during the first quarter of 2011; however, we have continuing involvement in the securitization trusts.

Our continuing involvement in the majority of our securitization transactions consists primarily of holding certain retained interests and acting as the primary servicer. We also may be required to repurchase receivables from the trust if the outstanding balance of the receivables falls to a level where the cost exceeds the benefits of servicing such receivables. We also may have exposure associated with contractual obligations to repurchase previously transferred loans due to breaches of representations and warranties. See “Note 15-Commitments, Contingencies and Guarantees” for information related to reserves we have established for our potential mortgage representation and warranty exposure.

The table below presents summarizes on the securitization-related VIEs in which we had continuing involvement as of March 31, 2011 and December 31, 2010.

	March 31, 2011
	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Auto Loan		Other Loan		Option ARM			GreenPoint HELOCs			GreenPoint Manufactured Housing
Securities held by third-party investors	$	23,596	$	981	$	25	$	3,532		$	263		$	1,350
Receivables in the trust		47,744		1,021		143		3,651			263			1,357
Cash balance of spread or reserve accounts		82		106		0		8			0			178
Retained interests	Yes		Yes		Yes		Yes			Yes			Yes
Servicing retained	Yes		Yes		Yes		Yes		(1)	Yes		(1)	No		(3)
Amortization event	No		No		No		No			Yes		(2)	No

	December 31, 2010
	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Auto Loan		Other Loan		Option ARM			GreenPoint HELOCs			GreenPoint Manufactured Housing
Securities held by third-party investors	$	25,415	$	1,453	$	48	$	3,690		$	284		$	1,501
Receivables in the trust		52,355		1,528		191		3,813			284			1,393
Cash balance of spread or reserve accounts		77		147		0		8			0			183
Retained interests	Yes		Yes		Yes		Yes			Yes			Yes
Servicing retained	Yes		Yes		Yes		Yes		(1)	Yes		(1)	No		(3)
Amortization event	No		No		No		No			Yes		(2)	No

__________________

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

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

(3)	The manufactured housing securitizations are serviced by a third party. For two of the deals, that third party works in the capacity of subservicer with Capital One being the Master Servicer.

Non-Mortgage Securitizations

As of March 31, 201l and December 31, 2010, we were deemed to be the primary beneficiary of all of our non-mortgage securitization trusts. Accordingly, all of these trusts have been consolidated in our financial statements. For additional information on our principal involvement with non-mortgage securitization trusts and the impact of the consolidation of these trusts on our financial statements, see “Note 1-Summary of Significant Accounting Policies” and “Note 7-Variable Interest Entities and Securitizations” of our 2010 Form 10-K.

Mortgage Securitizations

Option-ARM Mortgages

We had previously securitized option-ARM loans by transferring the mortgage loans to securitization trusts that issued mortgage-backed securities to investors. The outstanding balance of debt securities held by third-party investors related to our mortgage securitization trusts was $3.5 billion as of March 31, 2011 and $3.7 billion as of December 31, 2010.

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 first quarter of 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 10-Derivative Instruments and Hedging Activities” for further details on these derivatives.

GreenPoint Mortgage HELOCs

Our discontinued wholesale mortgage banking unit, GreenPoint, previously sold home equity lines of credit in whole loan sales and subsequently acquired 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 had funded $27 million in advances as of March 31, 2011, all of which was expensed as funded. Our unfunded commitment related to these residual interests was $11 million as of March 31, 2011. We have not consolidated these 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 $178 million and $183 million as of March 31, 2011 and December 31, 2010, respectively. The fair value of the expected residual balances on the funded letters of credit was $53 million and $35 million as of March 31, 2011 and December 31, 2010, respectively, and is included in other assets on the consolidated balance sheet. Our maximum exposure under the swap agreements was $26 million and $27 million as of March 31, 2011 and December 31, 2010, respectively. The value of our obligations under these swaps, which is included in other liabilities on our consolidated balance sheets, was $18 million as of both March 31, 2011 and December 31, 2010.

The unpaid principal balance of manufactured housing securitization transactions where we are the residual interest holder was $1.4 billion as of March 31, 2011 and December 31, 2010. 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.

We monitor 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.

Retained Interests in Unconsolidated Securitizations

Accounts Receivable from Securitizations

Retained interests in unconsolidated securitizations are included in accounts receivable from securitizations on our consolidated balance sheets. These retained interests consist of interest-only strips, retained tranches, cash collateral accounts, cash reserve accounts and unpaid interest and fees on the third-party investors' portion of the transferred principal receivables.

The following table provides details of accounts receivable from securitizations as of March 31, 2011 and December 31, 2010.

(Dollars in millions)	March 31, 2011		December 31, 2010
Interest-only strip classified as trading	$	72	$	75
Retained interests classified as trading:
Retained notes		32		34
Cash collateral		8		8
Investor accrued interest receivable		0		0
Total retained interests classified as trading		40		42
Retained notes classified as available for sale		0		0
Other retained interests		0		3
Total accounts receivable from securitizations	$	112	$	120

We may retain 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 are classified as available-for-sale securities, and changes in the estimated fair value are recorded in other comprehensive income.

We recognized net gains from changes in the fair value of retained interests of $27 million and $5 million for the three months ended March 31, 2011, and 2010, respectively. The components of these net gains are presented below.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010(1)
Interest only strip valuation changes	$	(3	)	$	4
Fair value adjustments related to spread accounts		12			1
Fair value adjustments related to investors' accrued interest receivable		0			0
Fair value adjustments related to retained subordinated notes		18			0
Total income statement impact	$	27		$	5

__________________

(1)

2010 includes 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 changes in the fair value of retained interests are primarily driven by rate assumption changes and volume fluctuations. All of these retained residual interests are subject to loss in the event assumptions used to determine the estimated fair value do 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.

Key Assumptionsand 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 principal payment rates, lives of receivables and discount rates, all of which are included in the following table. 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 March 31, 2011 and December 31, 2010 the assumptions and sensitivities shown below included all credit card and installment loan securitizations.

(Dollars in millions)	March 31, 2011			December 31, 2010
Interest-only strip and retained interests	$	130	(1)	$	136	(1)
Weighted average life for receivables (months)		64			60
Principal repayment rate (weighted average rate)		15.2-17.3	%		16.3 – 18.1	%
Impact on fair value of 10% adverse change	$	6		$	2
Impact on fair value of 20% adverse change		(5	)		(6	)
Discount rate (weighted average rate)		25.1-42.2	%		25.2 – 42.2	%
Impact on fair value of 10% adverse change	$	(7	)	$	(7	)
Impact on fair value of 20% adverse change		(14	)		(14	)

__________________

(1)	Does not include liquidity swap related to the negative amortization bonds of $18 million as of March 31, 2011 and $19 million at December 31, 2010.

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 Unconsolidated Securitizations

The following provides the details of the cash flows related to securitization transactions that qualified as off-balance sheet for the three months ended March 31, 2011 and 2010:

	Three Months Ended March 31,
(Dollars in millions)	2011		2010
Servicing fees received	$	3	$	0
Cash flows received on retained interests (1)		12		2

________________________

(1)	Includes all cash receipts of excess spread and other payments (excluding servicing fees) from the program.

Supplemental Loan Information

The table below displays the unpaid principal balance of off-balance sheet single-family residential loans we serviced as of March 31, 2011 and December 31, 2010. We also display the unpaid principal balance of loans past due 90 days or more as of March 31, 2011 and December 31, 2010. Net credit losses associated with these loans totaled $7 million and $96 million for the three months ended March 31, 2011 and 2010, respectively.

(Dollars in millions)	March 31, 2011		December 31, 2010
Total principal amount of loans	$	1,359	$	1,396

Principal amount of loans past due 90 days or more	$	261	$	257

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. 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. Our interests consisted of assets of approximately $1.8 billion and $1.7 billion as of March 31, 2011 and December 31, 2010, respectively. Our maximum exposure to these entities is limited to our variable interests in the entities and is $1.8 billion as of March 31, 2011. 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 VIE investment funds were approximately $7.9 billion and $7.5 billion as of March 31, 2011 and December 31, 2010, respectively.

Entities that Provide Capital to Low-Income and Rural Communities

We hold variable interests in entities (“Investor Entities”) that invest in community development entities (“CDEs”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. 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 totaled approximately $238 million and $230 million as of March 31, 2011 and December 31, 2010, respectively. The assets of the consolidated VIEs are reflected on our consolidated balance sheets in cash, loans held for investment, interest receivable and other assets. The liabilities are reflected in other liabilities.

The total assets of the VIEs that we held an interest in but were not required to consolidate totaled approximately $6 million as of both March 31, 2011 and December 31, 2010. Our interests in these unconsolidated VIEs are reflected on our consolidated balance sheets in loans held for investment and other assets. Our maximum exposure to these entities is limited to our variable interest of $6 million of March 31, 2011. 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 were $374 million and $395 million, as of March 31, 2011 and December 31, 2010, respectively. We were not required to consolidate the trust because we do not have the power to direct the activities of the trust that most significantly impact the trust's economic performance. Our retained interest in the trust, which totaled approximately $166 million and $174 million as of March 31, 2011 and December 31, 2010, respectively, is reflected on our consolidated balance sheets under loans held for investment. Our maximum exposure is limited to our variable interest of $374 million as of March 31, 2011. 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

3 Months Ended

Mar. 31, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

NOTE 8-GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the components of goodwill and other intangible assets, including mortgage servicing rights, as of March 31, 2011 and December 31, 2010.

(Dollars in millions)	March 31, 2011		December 31, 2010
Goodwill	$	13,597	$	13,591
Other intangible assets:
Core deposit intangibles		605		650
Contract intangible(1)		67		0
Purchased credit card relationship intangibles(1)		49		42
Lease intangibles		25		26
Trust intangibles		5		6
Other intangibles		8		9
Total other intangible assets		759		733
Total goodwill and other intangible assets	$	14,356	$	14,324
Mortgage servicing rights	$	144	$	141

________________________

(1)	Relates to the acquisition of the HBC portfolio in the first quarter of 2011 and the acquired Sony Card portfolio in the third quarter of 2010.

Goodwill

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. As of March 31, 2011 and December 31, 2010, goodwill of $13.6 billion was included in the accompanying consolidated balance sheets. There were no events requiring an interim impairment test and there has been no goodwill impairment recorded for the three months ended March 31, 2011.

During the first quarter of 2011, we acquired the private-label credit card portfolio of HBC. In connection with the acquisition, we recorded goodwill of $3 million representing the amount by which the purchase price exceeded the fair value of the net assets acquired. Because the acquisition was considered to be a taxable transaction, the goodwill is deductible for tax purposes. The goodwill was assigned to the International Card reporting unit of our Credit Card segment and the acquired loan portfolio is reflected in the operations of our International Card business. See “Note 2-Acquisitions” for information regarding the credit card portfolio acquisition.

The following table presents a summary of changes in goodwill, by reporting unit, during the first quarter of 2011.

(Dollars in millions)	Credit Card		Consumer		Commercial		Total
Balance as of December 31, 2010	$	4,690	$	4,583	$	4,318	$	13,591
Acquisitions		3		0		0		3
Other adjustments		3		0		0		3
Balance as of March 31, 2011	$	4,696	$	4,583	$	4,318	$	13,597

Other Intangible Assets

In connection with prior acquisitions we recorded intangible assets which 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 other intangible items relate to customer lists and brokerage relationships.

In connection with the acquisition of the private-label credit card loan portfolios of Sony and HBC, we recognized purchased credit card relationship intangibles, representing the difference between the purchase price and the fair value of the credit card loans acquired. In connection with the January 7, 2010 acquisition of the HBC private-label credit card portfolio, we also recognized a contract-based intangible asset of $70 million. The contract intangible represents the value attributable to future draws on future accounts.

The following table summarizes our intangible assets subject to amortization as of March 31, 2011 and December 31, 2010.

	March 31, 2011
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Currency Valuation Adjustments		Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(957	)	$	0	$	605	6.7 years
Purchased credit card relationship intangibles(1)		58		(9	)		0		49	5.6 years
Contract intangible(2)		70		(5	)		2		67	6.8 years
Lease intangibles		54		(29	)		0		25	21.4 years
Trust intangibles		11		(6	)		0		5	12.6 years
Other intangibles		25		(17	)		0		8	3.0 years
Total	$	1,780	$	(1,023	)	$	2	$	759

	December 31, 2010
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Currency Valuation Adjustments		Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(912	)	$	0	$	650	7.0 years
Purchased credit card relationship intangibles(1)		47		(5	)		0		42	6.1 years
Lease intangibles		54		(28	)		0		26	21.7 years
Trust intangibles		11		(5	)		0		6	12.9 years
Other intangibles		35		(26	)		0		9	3.3 years
Total	$	1,709	$	(976	)	$	0	$	733

________________________

(1)	Relates to the acquisitions of the existing HBC credit card portfolio in the first quarter of 2011 and the existing Sony Card portfolio in the third quarter of 2010.

(2)	Relates to the acquisition of the existing HBC credit card portfolio in the first quarter of 2011.

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 $58 million and $57 million for the three months ended March 31, 2011 and March 31, 2010, respectively. The weighted average amortization period for purchase accounting intangibles is 7.1 years as of March 31, 2011.

The following table summarizes the estimated future amortization expense for intangible assets as of March 31, 2011.

(Dollars in millions)	Estimated Future Amortization Amounts
2011 (remaining nine months)	$	161
2012		181
2013		145
2014		111
2015		79
2016		48
Thereafter		34
Total	$	759

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 three months ended March 31, 2011 and 2010:

	March 31,
(Dollars in millions)	2011			2010
Balance at beginning of period	$	141		$	240
Originations		4			3
Change in fair value, net		(1	)		(13	)
Balance at end of period	$	144		$	230
Ratio of mortgage servicing rights to related loans serviced for others		0.74	%		0.86	%
Weighted average service fee	$	0.28		$	0.28

MSR fair value adjustments for the three months ended March 31, 2011 and 2010 included decreases of $4 million and $10 million, respectively, due to run-off, and an increase of $3 million and a decreases of $2 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 March 31, 2011 and 2010 were as follows:

	March 31,
	2011			2010
Weighted average prepayment rate (includes default rate)		13.80	%		15.92	%
Weighted average life (in years)		6.10			5.57
Discount rate		10.20	%		11.64	%

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 March 31, 2011, 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 March 31, 2011, 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 $24 million, respectively.

As of March 31, 2011, our mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $29.8 billion, of which $19.8 billion was serviced for other investors. As of March 31, 2010, our mortgage loan servicing portfolio consisted of mortgage loans with an aggregate unpaid principal balance of $38.9 billion, of which $26.8 billion was serviced for other investors.

DEPOSITS AND BORROWINGS

3 Months Ended

Mar. 31, 2011

Deposits and Borrowings [Abstract]

Deposits and Borrowings

NOTE 9-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 March 31, 2011, we had $109.1 billion in interest-bearing deposits of which $6.1 billion represents large denomination certificates of $100,000 or more. As of December 31, 2010, we had $107.2 billion in interest-bearing deposits, of which $6.5 billion represented large denomination certificates of $100,000 or more.

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 March 31, 2011, 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 the first three months of 2011.

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 (“FHLB”). Our FHLB membership is secured by our investment in FHLB stock, which totaled $269 million as of both March 31, 2011 and December 31, 2010.

Securitized Debt Obligations

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.

Senior and Subordinated Debt

As of March 31, 2011, we had $8.5 billion of senior and subordinated notes outstanding, which included $472 million in fair value hedging losses. 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. There were no senior or subordinated notes that matured during the three months ended March 31, 2011. Two senior notes totaling $671 million matured during the year ended December 31, 2010. See “Note 10-Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Under a 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 $813 million and $820 million outstanding at March 31, 2011 and December 31, 2010, respectively.

Junior Subordinated Debentures

We had $3.6 billion of outstanding junior subordinated debentures as of both March 31, 2011 and December 31, 2010. There were no junior subordinated borrowings that were called or matured during the three months ended March 31, 2011.

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 as of both March 31, 2011 and December 31, 2010.

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 March 31, 2011 and December 31, 2010. Our total short-term borrowings consist of federal funds purchased and securities loaned under agreements to repurchase and other short-term borrowings with an original contractual maturity of one year or less. Our long-term debt consists of borrowings with an original contractual maturity of greater than one year. The amounts presented for outstanding borrowings include unamortized debt premiums and discounts, net of fair value hedge accounting adjustments.

(Dollars in millions)	March 31, 2011		December 31, 2010
Deposits:
Non-interest bearing deposits	$	16,349	$	15,048
Interest-bearing deposits		109,097		107,162
Total deposits	$	125,446	$	122,210
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1,970	$	1,517
Other short-term borrowings		0		7
Total short-term borrowings		1,970		1,524
Long-term debt:
Securitized debt obligations		24,506		26,836	(1)
Senior and subordinated notes:
Unsecured senior debt		4,829		4,883
Unsecured subordinated debt		3,716		3,767
Total senior and subordinated notes		8,545		8,650
Other long-term borrowings:
Junior subordinated debt		3,641		3,642
FHLB advances		1,135		1,144
Other long-term borrowings		4,776		4,786
Total long-term debt		37,827		40,272
Total short-term borrowings and long-term debt	$	39,797	$	41,796

________________________

(1)	Includes fair value hedges related to securitized debt of $79 million as of December 31, 2010, which was disclosed on the consolidated balance sheet in Other borrowings.

Components of Interest Expense

The following table displays interest expense attributable to short-term borrowings and long-term debt for the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars in millions)	2011		2010
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1	$	1
Total short-term borrowings		1		1
Long-term debt:
Securitized debt obligations		140		242
Senior and subordinated notes:
Unsecured senior debt		35		38
Unsecured subordinated debt		29		30
Total senior and subordinated notes		64		68
Other long-term borrowings:
Junior subordinated debt		80		82
FHLB advances		3		9
Other		2		1
Other long-term borrowings		85		92
Total long-term debt		289		402
Total short-term borrowings and long-term debt	$	290	$	403

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2011

Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

NOTE 10-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 $50.2 billion as of March 31, 2011, compared with $50.8 billion as of December 31, 2010. 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 sheets was $1.2 billion and $619 million, respectively, as of March 31, 2011, compared with $1.3 billion and $636 million, respectively, as of December 31, 2010.

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 March 31, 2011 and December 31, 2010. 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.

	March 31, 2011						December 31, 2010
	Notional or Contractual		Derivatives at Fair Value				Notional or Contractual		Derivatives at Fair Value
(Dollars in millions)	Amount		Assets(1)		Liabilities(1)		Amount		Assets(1)		Liabilities(1)
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	16,697	$	610	$	91	$	17,001	$	747	$	77
Cash flow interest rate contracts		6,935		4		133		8,585		14		151
Total interest rate contracts		23,632		614		224		25,586		761		228
Foreign exchange contracts:
Cash flow foreign exchange contracts		4,073		3		83		2,266		5		26
Net investment foreign exchange contracts		53		0		2		52		0		1
Total foreign exchange contracts		4,126		3		85		2,318		5		27
Total derivatives designated as accounting hedges		27,758		617		309		27,904		766		255
Derivatives not designated as accounting hedges:(1)
Interest rate contracts covering:
MSRs		575		2		5		625		3		18
Customer accommodation(2)		13,082		254		212		12,287		282		244
Other interest rate exposures		6,475		32		32		7,579		46		35
Total interest rate contracts		20,132		288		249		20,491		331		297
Foreign exchange contracts		1,456		252		58		1,384		214		67
Other contracts		875		2		3		980		8		17
Total derivatives not designated as accounting hedges		22,463		542		310		22,855		553		381
Total derivatives	$	50,221	$	1,159	$	619	$	50,759	$	1,319	$	636

________________________

(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 $15 million and $20 million as of March 31, 2011 and December 31, 2010, 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 the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives(1)	$	(149	)	$	151
Gain (loss) recognized in earnings on hedged items(1)		154			(134	)
Net fair value hedge ineffectiveness gain		5			17
Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs(2)		(1	)		(6	)
Customer accommodation(1)		8			1
Other interest rate exposures(1)		6			7
Total interest rate contracts		13			2
Foreign exchange contracts(1)		(3	)		9
Other contracts(2)		(3	)		9
Total gain on derivatives not designated as accounting hedges		7			20
Net derivatives gain recognized in earnings	$	12		$	37

________________________

(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 $3 million of expense recognized in the first quarter of 2011, $1 million of expense was included in our consolidated statements of income in servicing and securitizations income and $2 million of expense was included in non-interest income. Of the $9 million of income recognized in the first quarter of 2010, $11 million was included in servicing and securitizations income offset by $3 million of expense 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 the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Gain (loss) recorded in AOCI:(1)
Cash flow hedges:
Interest rate contracts	$	7		$	38
Foreign exchange contracts		0			(3	)
Subtotal		7			35
Net investment hedges:
Foreign exchange contracts		(1	)		2
Net derivatives gain recognized in AOCI	$	6		$	37

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts(2)	$	(12	)	$	(23	)
Foreign exchange contracts(3)		(2	)		2
Subtotal		(14	)		(21	)
Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts(3)		0			1
Foreign exchange contracts (3)		0			0
Subtotal		0			1
Net investment hedges:
Gain (loss) reclassified from AOCI into earnings:(1)
Foreign exchange contracts		0			0
Net derivatives loss recognized in earnings	$	(14	)	$	(20	)

________________________

(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 $1 million recorded in AOCI as of March 31, 2011, 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 6 years as of March 31, 2011. 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 $26 million and $27 million as of March 31, 2011 and December 31, 2010, 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 both March 31, 2011 and December 31, 2010. 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 $33 million and $66 million as of March 31, 2011 and December 31, 2010, respectively. We were required to post collateral, consisting of a combination of cash and securities, totaling $247 million and $229 million as of March 31, 2011 and December 31, 2010, respectively. If our debt credit rating had fallen below investment grade, we would have been required to post additional collateral of $25 million and $39 million as of March 31, 2011 and December 31, 2010, 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 $505 million and $668 million as of March 31, 2011 and December 31, 2010, respectively. We posted cash collateral in accounts maintained by derivatives counterparties totaling $247 million and $229 million as of March 31, 2011 and December 31, 2010, 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 $17 million and $22 million as of March 31, 2011 and December 31, 2010, respectively. We also adjust the fair value of our derivative liabilities to reflect the impact of our credit quality. We calculate this adjustment by comparing the spreads on our credit default swaps to the discount benchmark curve. The cumulative credit risk valuation adjustment related to our credit quality recorded on our consolidated balance sheets as a reduction in the derivative liability balance was $2 million as of both March 31, 2011 and December 31, 2010, respectively.

We provide additional information on our management of derivative counterparty credit risk in our 2010 Form 10-K “Note 11-Derivative Instruments and Hedging Activities.”

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

NOTE 11-STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Income (AOCI)

The following table presents the cumulative balances of accumulated other comprehensive income, net of deferred tax of $109 million and $143 million as of March 31, 2011 and December 31, 2010, respectively:

(Dollars in millions)	March 31, 2011			December 31, 2010
Net unrealized gains on securities(1)	$	283		$	333
Net unrecognized elements of defined benefit plans		(29	)		(29	)
Foreign currency translation adjustments		23			(36	)
Unrealized losses on cash flow hedging instruments		(60	)		(52	)
Other-than-temporary impairment not recognized in earnings on securities		45			49
Initial application of measurement date provisions for postretirement benefits other than pensions		(1	)		(1	)
Initial application from adoption of consolidation standards		(16	)		(16	)
Total accumulated other comprehensive income	$	245		$	248

________________________

(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 $111 million (net of income tax of $72 million) and $105 million (net of income tax of $68 million) was reported in other comprehensive income as of March 31, 2011 and December 31, 2010, respectively.

EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2011

Earnings Per Common Share [Abstract]

Earnings Per Common Share

NOTE 12-EARNINGS PER COMMON SHARE

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

	Three months ended March 31,
(Dollars and shares in millions, except per share data)	2011			2010
Numerator:
Income from continuing operations, net of tax	$	1,032		$	720
Loss from discontinued operations, net of tax		(16	)		(84	)
Net income	$	1,016		$	636
Denominator:
Denominator for basic earnings per share-Weighted-average shares		454			451
Effect of dilutive securities (1) :
Stock options		2			1
Contingently issuable shares		1			0
Restricted stock and units		3			3
Dilutive potential common shares		6			4
Denominator for diluted earnings per share-Adjusted weighted-average shares		460			455
Basic earnings per share
Income from continuing operations	$	2.27		$	1.59
Loss from discontinued operations		(0.03	)		(0.18	)
Net income	$	2.24		$	1.41
Diluted earnings per share
Income from continuing operations	$	2.24		$	1.58
Loss from discontinued operations		(0.03	)		(0.18	)
Net income	$	2.21		$	1.40

________________________

(1)	Excluded from the computation of diluted earnings per share was 9.6 million and 30.7 million of awards, options or warrants, for the three months ended March 31, 2011 and 2010, respectively, because their inclusion would be antidilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2011

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

NOTE 13-FAIR VALUE OF FINANCIAL INSTRUMENTS

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.

The accounting guidance for fair value requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance for derivatives also provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value into earnings. We had not made any material fair value option elections as of March 31, 2011 and December 31, 2010.

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 March 31, 2011 and December 31, 2010:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	March 31, 2011
	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	$	313	$	176	$	0	$	489
Collateralized mortgage obligations		0		13,783		272		14,055
Mortgage-backed securities		0		15,729		247		15,976
Asset-backed securities		0		10,455		13		10,468
Other		279		292		7		578
Total securities available for sale		592		40,435		539		41,566
Other assets:
Mortgage servicing rights		0		0		144		144
Derivative receivables(1)(2)		2		1,116		41		1,159
Retained interests in securitization		0		0		112		112
Total Assets	$	594	$	41,551	$	836	$	42,981

Liabilities
Other liabilities:
Derivative payables(1)	$	3	$	577	$	39	$	619
Total Liabilities	$	3	$	577	$	39	$	619

	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 securitizations		0		0		117		117
Total Assets	$	687	$	41,525	$	902	$	43,114

Liabilities
Other liabilities:
Derivative payables(1) (2)	$	18	$	575	$	43	$	636
Total Liabilities	$	18	$	575	$	43	$	636

________________________

(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 $15 million and $20 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of March 31, 2011 and December 31, 2010, respectively. Non-performance risk is reflected in other assets/liabilities on the balance sheet and offset through the income statement in other income.

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

During the first quarter of 2011, 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

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).

	For The Three Months Ended March 31, 2011
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2011	$	598		$	141		$	46		$	120		$	43
Total realized and unrealized gains (losses):
Included in net income		0			3	(1)		2			(8	)		(1	)
Included in other comprehensive income		(6	)		0			0			0			0
Purchases		0			0			0			0			0
Sales		(15	)		0			0			0			0
Issuances		0			4			0			0			0
Settlements		(38	)		(4	)		(7	)		0			(3	)
Impact of adoption of consolidation standards		0			0			0			0			0
Transfers in to Level 3(4)		0			0			0			0			0
Transfers out of Level 3 (4)		0			0			0			0			0
Balance, March 31, 2011	$	539		$	144		$	41		$	112		$	39
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011(5)	$	0		$	3		$	2		$	(8	)	$	(1	)

	For The Three Months Ended March 31, 2011
(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, 2011	$	0	$	308		$	270		$	13	$	7	$	598
Total realized and unrealized gains (losses):
Included in net income		0		0			0			0		0		0
Included in other comprehensive income		0		0			(6	)		0		0		(6	)
Purchases		0		0			0			0		0		0
Sales		0		(15	)		0			0		0		(15	)
Issuances		0		0			0			0		0		0
Settlements		0		(21	)		(17	)		0		0		(38	)
Transfers in to Level 3 (4)		0		0			0			0		0		0
Transfers out of Level 3 (4)		0		0			0			0		0		0
Balance, March 31, 2011	$	0	$	272		$	247		$	13	$	7	$	539
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011(5)	$	0	$	0		$	0		$	0	$	0	$	0

	For The Three Months Ended March 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		0			(3	)(1)		(1	)		3			2
Included in other comprehensive income		(20	)		0			0			0			0
Purchases, sales, issuances and settlements, net		61			(7	)		0			(1	)		0
Impact of adoption of consolidation standards		0			0			(401	)		(3,751	)		0
Transfers in to Level 3		315			0			0			0			0
Transfers out of Level 3		(608	)		0			0			0			0
Balance, March 31, 2010	$	1,254		$	230		$	38		$	196		$	35
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2010(5)	$	0		$	(3	)	$	(1	)	$	3		$	2

	For The Three Months Ended March 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		0			0			0		0		0
Included in other comprehensive income		0		(22	)		2			0		0		(20	)
Purchases, sales, issuances and settlements, net		0		(10	)		0			70		1		61
Transfers in to Level 3 (4)		0		113			202			0		0		315
Transfers out of Level 3 (4)		0		(289	)		(319	)		0		0		(608	)
Balance, March 31, 2010	$	0	$	774		$	371		$	83	$	26	$	1,254
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2010(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 first quarter of 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 was 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 as of March 31, 2011 and December 31, 2010.

	March 31, 2011
							Assets at		Total
	Fair Value Measurements Using						Fair		Gains/
(Dollars in millions)	Level 1		Level 2		Level 3		Value		(Losses)(2)
Assets
Loans held for sale	$	0	$	115	$	0	$	115	$	(3	)
Loans held for investment		0		39		66		105		(25	)
Foreclosed assets(1)		0		181		0		181		(30	)
Other		0		18		0		18		0
Total	$	0	$	353	$	66	$	419	$	(58	)

	December 31, 2010
							Assets at		Total
	Fair Value Measurements Using						Fair		Gains/
(Dollars in millions)	Level 1		Level 2		Level 3		Value		(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	)

________________________

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

(2)	Represents the gains/losses recognized for the periods presented.

Fair Value of Financial Instruments

The table below presents the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value as of March 31, 2011 and December 31, 2010.

	March 31, 2011				December 31, 2010
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets
Cash and cash equivalents	$	7,971	$	7,971	$	5,249	$	5,249
Restricted cash for securitization investors		2,556		2,556		1,602		1,602
Securities available for sale		41,566		41,566		41,537		41,537
Loans held for sale		117		117		228		228
Net loans held for investment		119,025		121,944		120,319		124,117
Interest receivable		1,025		1,025		1,070		1,070
Accounts receivable from securitization		112		112		118		118
Derivatives		1,159		1,159		1,319		1,319
Mortgage servicing rights		144		144		141		141

Financial Liabilities
Non-interest bearing deposits	$	16,349	$	16,349	$	15,048	$	15,048
Interest-bearing deposits		109,097		108,951		107,162		107,587
Senior and subordinated notes		8,545		9,100		8,650		9,236
Securitized debt obligations		24,506		24,703		26,915		26,943
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,970		1,970		1,517		1,517
Other borrowings		4,776		4,969		4,714		4,901
Interest payable		411		411		488		488
Derivatives		619		619		636		636

The following describes the valuation techniques used in estimating the fair value of our financial instruments as of March 31, 2011 and December 31, 2010. 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.

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 March 31, 2011 and December 31, 2010 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 March 31, 2011 was primarily driven by a tighter 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. 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 March 31, 2011 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 first quarter of 2011.

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 guarantees outstanding which we include on our consolidated balance sheets in other liabilities was $3 million as of both March 31, 2011 and December 31, 2010. 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 March 31, 2011 and December 31, 2010, there was no material unrealized appreciation or depreciation on these financial instruments.

BUSINESS SEGMENTS

3 Months Ended

Mar. 31, 2011

Business Segments [Abstract]

Business Segments

NOTE 14-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. See “Note 20-Business Segments” of our 2010 Form 10-K for more information on our business segment reporting methodology.

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.

	Three Months Ended March 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Reconciliation(2)		Total Reported
Net interest income (expense)	$	1,941	$	983	$	321		$	(105	)	$	3,140	$	0	$	3,140
Non-interest income		674		186		71			11			942		0		942
Total revenue		2,615		1,169		392			(94	)		4,082		0		4,082
Provision for loan and lease losses		450		95		(15	)		4			534		0		534
Non-interest expense:
Core deposit intangible amortization		0		35		11			0			46		0		46
Other non-interest expense		1,178		705		166			67			2,116		0		2,116
Total non-interest expense		1,178		740		177			67			2,162		0		2,162
Income (loss) from continuing operations before income taxes		987		334		230			(165	)		1,386		0		1,386
Income tax provision (benefit)		344		119		82			(191	)		354		0		354
Income from continuing operations, net of tax	$	643	$	215	$	148		$	26		$	1,032	$	0	$	1,032

	Three Months Ended March 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Reconciliation(2)			Total Reported
Net interest income	$	2,113	$	896	$	312		$	(91	)	$	3,230	$	(2	)	$	3,228
Non-interest income (expense)		718		316		42			(14	)		1,062		(1	)		1,061
Total revenue		2,831		1,212		354			(105	)		4,292		(3	)		4,289
Provision for loan and lease losses		1,175		50		238			18			1,481		(3	)		1,478
Non-interest expense:
Core deposit intangible amortization		0		38		14			0			52		0			52
Other non-interest expense		914		650		178			53			1,795		0			1,795
Total non-interest expense		914		688		192			53			1,847		0			1,847
Income (loss) from continuing operations before income taxes		742		474		(76	)		(176	)		964		0			964
Income tax provision (benefit)		253		169		(27	)		(151	)		244		0			244
Income (loss) from continuing operations, net of tax	$	489	$	305	$	(49	)	$	(25	)	$	720	$	0		$	720

________________________

(1)

The improvement in income from continuing operations reported in the “Other” category for the three months ended March 31, 2011 compared to March 31, 2010, was primarily attributable to lower provision for mortgage loan repurchase losses recorded in the first quarter of 2011 of $5 million compared to $100 million in the first quarter of 2010.

(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.

	March 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking			Commercial Banking			Other			Total
Loans held for investment	$	59,305		$	34,306		$	30,017		$	464		$	124,092
Total deposits		0			86,355			24,244			14,847			125,446

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

COMMITMENTS, CONTINGENCIES AND GUARANTEES

3 Months Ended

Mar. 31, 2011

Commitments, Contingencies and Guarantees [Abstract]

Commitments, Contingencies and Guarantees

NOTE 15-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 as of both March 31, 2011 and December 31, 2010. These financial guarantees had expiration dates ranging from 2011 to 2016 as of March 31, 2011. The fair value of the guarantees outstanding which we include on our consolidated balance sheets in other liabilities was $3 million as of March 31, 2011.

Chevy Chase Bank Acquisition

In connection with our February 27, 2009 acquisition of Chevy Chase Bank, we entered into a loss-sharing arrangement. 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 March 31, 2011, or December 31, 2010, and we currently do not expect to make any payments associated with the earn-out based on estimated credit losses related to this 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 presents the original principal balance of mortgage loan originations, by vintage, for the three general categories of purchasers of mortgage loans and the outstanding principal balance as of March 31, 2011 and December 31, 2010.

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

	Unpaid Principal Balance
	March 31,		December 31,		Original Unpaid Principal Balance
(Dollars in billions)	2011		2010		Total			2008			2007			2006			2005
Government sponsored enterprises (“GSEs”)(1)	$	5	$	5		$	11		$	1		$	4		$	3		$	3
Insured Securitizations		7		7			18			0			1			8			9
Uninsured Securitizations and Other		32		33			82			3			16			30			33
Total	$	44	$	45		$	111		$	4		$	21		$	41		$	45

__________________

(1)	GSEs include Fannie Mae and Freddie Mac.

Between 2005 and 2008, our subsidiaries sold an aggregate amount of $11 billion in original principal balance mortgage loans to the GSEs.

Of the $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 of mortgage loans in this category.

With respect to the $111 billion in original principal balance of mortgage loans originated and sold to others between 2005 and 2008, we estimate that approximately $44 billion in unpaid principal balance remains outstanding as of March 31, 2011, 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.

The subsidiaries had open repurchase requests relating to approximately $1.66 billion original principal balance of mortgage loans as of March 31, 2011, compared with $1.62 billion as of December 31, 2010. As of March 31, 2011, the vast majority of new repurchase demands received over the last year and, as discussed below, almost all of our $846 million reserve, 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 table presents information on pending repurchase requests by counterparty category and timing of initial repurchase request. The amounts presented are based on original loan principal balances.

Open Pipeline All Vintages (all entities)(1)

(Dollars in millions)	GSEs			Insured Securitizations			Uninsured Securitizations & Others			Total
Open claims as of December 31, 2009	$	61		$	366		$	588		$	1,015
Gross new demands received		204			645			104			953
Loans repurchased/made whole (2)		(52	)		(179	)		(5	)		(236	)
Demands rescinded (2)		(87	)		0			(22	)		(109	)
Open claims as of December 31, 2010	$	126		$	832		$	665		$	1,623
Gross new demands received		46			0			36			82
Loans repurchased/made whole		(20	)		0			(3	)		(23	)
Demands rescinded		(18	)		0			(6	)		(24	)
Adjustments		7			7			(14	)		0
Open claims as of March 31, 2011	$	141		$	839		$	678		$	1,658

__________________

(1)

The open pipeline includes all repurchase requests ever received by our subsidiaries where 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 original principal balance amounts 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 prior.

We have established representation and warranty reserves for losses associated with the mortgage loans sold by each subsidiary that we consider to be both probable and reasonably estimable, including both litigation and non-litigation liabilities. These reserves are reported in our 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, and also includes anticipated repurchases resulting from mortgage insurance rescissions. The GSEs typically 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 around a valid repurchase request have been satisfied, such as, for example, the typical requirements 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 within the Active Insured Securitization 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 referenced 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 loan sales categories, we establish reserves by relying on our historical repurchase rates to estimate repurchase liabilities over the next twelve (12) months. We do not believe we can estimate repurchase liability for these categories for a period longer than twelve (12) months because of the relatively sporadic nature of repurchase requests from these categories. Some Uninsured Securitization investors from this category have not made repurchase requests or filed representation and warranty lawsuits, but instead have filed actions under federal and/or state securities laws against investment banks and securitization sponsors. Although we face some direct and indirect 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 reserve for all three subsidiaries was $846 million as of March 31, 2011, compared with $816 million as of December 31, 2010. Almost all of the increase in the reserve is allocated to the Uninsured Securitizations and Other category, resulting from an increase in repurchase activity with respect to certain whole loan investors. We recorded a total provision for repurchase losses for our representation and warranty repurchase exposure of $44 million for the three months ended March 31, 2011, and we had settlements of repurchase requests of $14 million that were charged against the reserve.

The following table summarizes changes in our representation and warranty reserve for the three months ended March 31, 2011 and 2010, and for full year 2010.

Changes in Representation and Warranty Reserve

	Three Months Ended March 31,						Full Year
(Dollars in millions)	2011			2010			2010
Representation and warranty repurchase reserve, beginning of period(1)	$	816		$	238		$	238
Provision for repurchase losses(2)		44			224			636
Net realized losses		(14	)		(8	)		(58	)
Representation and warranty repurchase reserve, end of period(1)	$	846		$	454		$	816

__________________

(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 $5 million and $100 million for the three months ended March 31, 2011 and 2010, respectively. The portion of the provision for mortgage repurchase claims recognized in our consolidated statements of income as a component of discontinued operations totaled $39 million and $124 million, pre-tax, for the three months ended March 31, 2011 and 2010, respectively.

As indicated in the table below, substantially all of the representation and warranty reserve relates 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 Reserve

	Reserve Liability
	March 31,		December 31,		Loans Sold
(Dollars in millions, except for loans sold)	2011		2010		2005 to 2008(1)
GSEs and Active Insured Securitizations	$	794	$	796	$	24
Inactive Insured Securitizations and Other		52		20		87
Total	$	846	$	816	$	111

__________________

(1)	Reflects, in billions, the total original principal balance of mortgage loans originated by our subsidiaries and sold to third party investors between 2005 and 2008.

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, 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.

For some of the matters disclosed below, we are able to determine estimates of potential future outcomes that are not probable and reasonably estimable outcomes justifying either the establishment of a reserve or an incremental reserve build, but which are reasonably possible outcomes. For other disclosed matters, such an estimate is not possible at this time. For those matters where an estimate is possible, excluding the reasonably possible future losses relating to the U.S. 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 $75 million to $225 million. Notwithstanding our attempt to estimate a reasonably possible range of loss beyond our current accrual levels for some litigation matters based on current information, it is possible that actual future losses will exceed both the current accrual level and the range of reasonably possible losses disclosed here. Given the inherent uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these litigation matters and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Interchange Litigation

In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust lawsuits (the “Interchange Lawsuits”) against MasterCard and Visa and several member banks, including our subsidiaries and us, alleging among other things, that the defendants conspired to fix the level of interchange fees. The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant Interchange Lawsuits were consolidated before the U.S. District Court for the Eastern District of New York for certain purposes, including discovery. 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.

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

In March 2011, a furniture store owner, on behalf of himself and other merchants who accept Visa and MasterCard-branded credit cards, filed a class action in the Supreme Court of British Columbia (Vancouver Registry) against the Visa and MasterCard membership associations related to credit card interchange fees. The class action names Visa and MasterCard and a number of member banks, including Capital One Financial Corporation, which only issues MasterCard branded credit cards in Canada. The class action complaint alleges that the associations and member banks are liable for civil conspiracy, unjust enrichment, constructive trust and unlawful interference with economic interests and violated Canadian anti-competition laws by (a) conspiring to fix supra-competitive interchange fees and merchant discounts, and (b) requiring participation in the respective networks and adherence to Visa and MasterCard Rules to acceptance of payment guarantee services.

Late Fees Litigation

In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the U.S. District Court for the Northern District of California against several issuing banks, including us. These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes, and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The amended complaint requests civil monetary damages, which could be trebled, and injunctive relief. In November 2007, the court dismissed the amended complaint. Plaintiffs appealed that order to the Ninth Circuit Court of Appeals. The plaintiffs' appeal challenges the dismissal of their claims under the National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law (the “UCL”), but not their antitrust conspiracy claims. In June 2009, the Ninth Circuit Court of Appeals stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. In December 2010, the Ninth Circuit Court of Appeals entered an additional order continuing the stay of the matter pending the bankruptcy proceedings.

Credit Card Interest Rate Litigation

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 the UCL when it raised interest rates on certain credit card accounts. The plaintiff seeks damages, restitution, attorney's fees and an injunction against future rate increases. 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. On April 4, 2011, the United States Supreme Court denied Capital One's writ of certiorari, and as a result, the Ninth Circuit will now remand the case back to the District Court to begin discovery.

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 Multi-district Litigation (“MDL”), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Georgia two pending putative class actions against COBNA -- Nancy Mancuso, et al. v. Capital One Bank (USA), N.A., et al., (E.D. Virginia); and Kevin S. Barker, et al. v. Capital One Bank (USA), N.A., (N.D. Georgia), A third action, Jennifer L. Kolkowski v. Capital One Bank (USA), N.A., (C.D. California) was subsequently transferred into the MDL. On August 2, 2010, the plaintiffs in the MDL filed a Consolidated Amended Complaint. The Consolidated Amended Complaint alleges in a putative class action that COBNA breached its contractual obligations, and violated the TILA, the California Consumers Legal Remedies Act, the UCL, the California False Advertising Act, the New Jersey Consumer Fraud Act, and the Kansas Consumer Protection Act when it raised interest rates on certain credit card accounts. The MDL plaintiffs seek statutory damages, restitution, attorney's fees and an injunction against future rate increases. The parties are currently conducting discovery.

West Virginia Attorney General Litigation

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 April 2011, the Court denied our motion to dismiss. A bench trial is scheduled to begin on December 6, 2011. The parties are currently conducting discovery.

Mortgage Repurchase Litigation

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 $776 million of losses have been realized and approximately $399 million in mortgage loans are still outstanding, of which approximately $31 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 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 $133 million of losses have been realized and approximately $68 million in mortgage loans are still outstanding, of which approximately $2 million are more than 90 days delinquent, including foreclosures and REO.

SEC Investigation

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.

Checking Account Overdraft Litigation

In May 2010, Capital One Financial Corporation and COBNA were named as defendants in a putative class action named Steen v. Capital One Financial Corporation, et al., filed in the U.S. District Court for the Eastern District of Louisiana. Plaintiff challenges 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 March 21, 2011, the MDL court granted the motion to dismiss claims of breach of the covenant of good faith and fair dealing under Texas law, but denied the motion to dismiss in all other respects. On April 18, 2011, CONA moved for reconsideration of those portions of the court's ruling denying its motion to dismiss.

Patent Litigation

On February 23, 2011, Capital One Financial Corporation, Capital One, N.A., and Capital One Bank (USA), N.A. (collectively, “Capital One”), were named as defendants in a patent infringement lawsuit filed by DataTreasury Corporation (“DataTreasury”) in the United States District Court for the Eastern District of Texas. DataTreasury alleges that Capital One willfully infringed certain patents relating to remote image capture with centralized processing and storage. DataTreasury served the complaint on April 5, 2011, and we plan to respond appropriately.

FHLB Securities Litigation

On April 20, 2011, the Federal Home Loan Bank of Boston (the "FHLB of Boston") filed suit against dozens of mortgage industry participants in Massachusetts Superior Court, alleging, among other things, violations of Massachusetts state securities laws in the sale and marketing of certain residential mortgage-backed securities. Capital One Financial Corporation and Capital One, National Association are named in the complaint as alleged successors in interest to Chevy Chase Bank, which allegedly marketed some of the mortgage-backed securities at issue in the litigation. The FHLB of Boston seeks rescission, unspecified damages, attorneys' fees, and other unspecified relief.

Tax Matters

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.

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.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2011
Subsequent Events [Abstract]
Subsequent Events	NOTE 16-SUBSEQUENT EVENTS In August 2010, we entered into a private-label credit card partnership agreement with Kohl's Department Stores (“Kohl's'). In connection with the partnership agreement, effective April 1, 2011, we acquired Kohl's existing private-label credit card loan portfolio from JPMorgan Chase & Co. The existing portfolio, which consists of more than 20 million Kohl's customer accounts, had an outstanding principal and interest balance of approximately $3.7 billion at acquisition. The partnership agreement has an initial seven-year term and an automatic one-year renewal thereafter. Under the credit card program, we will issue Kohl's branded private-label credit cards to new and existing Kohl's customers. Risk management decisions will be jointly managed by Kohl's and us, but we retain final authority over risk management decisions. Kohl's will have primary responsibility for handling customer service functions and advertising and marketing related to credit card customers. Under the terms of the agreement, we expect to share a fixed percentage of revenues, consisting of finance charges and late fees, with Kohl's, and we expect Kohl's to reimburse us for a fixed percentage of credit losses incurred. We will record the revenue sharing amounts due to Kohl's as an offset against our revenues. The loss sharing amounts due from Kohl's will be reflected as a reduction in our provision for loan and lease losses and net charge-offs. The acquired receivables, as well as any new receivables under the program, will be reported on our balance sheet along with any related allowance for loan and lease losses, net of the loss sharing amount attributable to Kohl's.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2011
Summary of Significant Accounting Policies [Abstract]
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.

DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2011

Discontinued Operations [Abstract]

Financials for Discontinued Operations

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

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Net interest expense	$	0		$	(1	)
Non-interest expense		(25	)		(129	)
Loss from discontinued operations before taxes		(25	)		(130	)
Income tax benefit		9			46
Loss from discontinued operations, net of taxes	$	(16	)	$	(84	)

INVESTMENT SECURITIES (Tables)

3 Months Ended

Mar. 31, 2011

Investment Securities [Abstract]

Investment securities

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 March 31, 2011 and December 31, 2010. 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”).

	March 31, 2011
(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	$	302	$	10	$	0		$	0		$	0		$	312
U.S. Agency debt obligations(3)		166		11		0			0			0			177
Collateralized mortgage obligations (“CMOs”):
Agency(4)		12,902		245		0			(9	)		(9	)		13,138
Non-agency		986		1		(57	)		(13	)		(70	)		917
Total CMOs		13,888		246		(57	)		(22	)		(79	)		14,055
Mortgage-backed securities (“MBS”):
Agency(4)		15,142		376		0			(152	)		(152	)		15,366
Non-agency		667		1		(54	)		(4	)		(58	)		610
Total MBS		15,809		377		(54	)		(156	)		(210	)		15,976
Asset-backed securities (“ABS”) (5)		10,405		68		0			(5	)		(5	)		10,468
Other(6)		537		47		0			(6	)		(6	)		578
Total securities available-for-sale	$	41,107	$	759	$	(111	)	$	(189	)	$	(300	)	$	41,566

	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

__________________

(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 $165 million and $200 million, as of March 31, 2011 and December 31, 2010, respectively, and fair values of $176 million and $213 million, as of March 31, 2011 and December 31, 2010, respectively.

(4)

(5)

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

Available for sale securities in a gross unrealized loss position

	March 31, 2011
	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)		1,931		(7	)		316		(2	)		2,247		(9	)
Non-agency		161		(8	)		706		(62	)		867		(70	)
Total CMOs		2,092		(15	)		1,022		(64	)		3,114		(79	)
MBS:
Agency(2)		5,206		(149	)		158		(3	)		5,364		(152	)
Non-agency		39		0			548		(58	)		587		(58	)
Total MBS		5,245		(149	)		706		(61	)		5,951		(210	)
Asset-backed securities		953		(3	)		37		(2	)		990		(5	)
Other		122		(1	)		64		(5	)		186		(6	)
Total securities available-for-sale in a gross unrealized loss position	$	8,412	$	(168	)	$	1,829	$	(132	)	$	10,241	$	(300	)

	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	)

__________________

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

(2)	Consists of mortgage-backed 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 March 31, 2011.

	March 31, 2011
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,741	$	2,753
Due after 1 year through 5 years		7,532		7,599
Due after 5 years through 10 years		1,184		1,214
Due after 10 years(1)		29,650		30,000
Total	$	41,107	$	41,566

__________________

(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

The table below summarizes, by major security type, the expected maturities and the weighted average yields of our investment securities as of March 31, 2011. 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.

	March 31, 2011
	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	$	188		1.83	%	$	124		4.27	%	$	0		0.0	%	$	0		0.0	%	$	312		2.76	%
U.S. Agency debt obligations(2)		36		4.38			141		4.56			0		0.0			0		0.0			177		4.52
CMOs:
Agency(3)		431		5.53			6,428		4.52			6,251		4.25			28		4.35			13,138		4.42
Non-agency		109		5.87			533		5.60			271		5.43			4		6.58			917		5.58
Total CMOs		540		5.60			6,961		4.61			6,522		4.30			32		4.64			14,055		4.51
MBS:
Agency(3)		54		5.05			2,923		4.95			11,119		4.43			1,270		4.39			15,366		4.52
Non-agency		0		0.0			72		5.77			538		5.99			0		0.0			610		5.96
Total MBS		54		5.05			2,995		4.97			11,657		4.51			1,270		4.39			15,976		4.59
Asset-backed securities(4)		1,610		2.27			8,522		2.40			336		4.33			0		0.0			10,468		2.44
Other(5)		303		1.43			86		4.19			4		4.64			185		1.93			578		2.03
Total securities available for sale	$	2,731		2.88	%	$	18,829		3.65	%	$	18,519		4.43	%	$	1,487		4.16	%	$	41,566		3.97	%
Amortized cost of securities available-for-sale	$	2,710				$	18,538				$	18,382				$	1,477				$	41,107

__________________

(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-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

(4)	Consists of commercial mortgage-backed securities issued by Freddie Mac.

(5)	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 and non-agency MBS, which account for the substantial majority of the unrealized losses related to our investment securities portfolio as of March 31, 2011 and December 31, 2010.

	March 31, 2011												December 31, 2010
	% 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		2	%		1	%		11	%		88	%		3	%		1	%		11	%		88	%
Non-agency MBS		2			0			5			95			2			0			6			94

________________________

(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 for the three months ended March 31, 2011 and 2010:

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Total OTTI losses	$	23		$	50
Less: Non-credit component of OTTI losses recorded in AOCI		(20	)		(19	)
Net OTTI losses recognized in earnings	$	3		$	31

Credit losses related to debt securities recognized in earnings

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Beginning balance of credit losses	$	49		$	32
Additions for the credit component of OTTI on debt securities for which OTTI losses were not previously recognized(1)		1			5
Additions for the credit component of OTTI on debt securities for which OTTI losses were previously recognized		2			7
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 and for securities sold during the period(2)		(2	)		(10	)
Ending balance of credit losses	$	50		$	34

__________________

(1)	The first quarter of 2010 includes $4 million of OTTI recorded on held to maturity negative amortization bonds.

(2)	We recognized $0 million and $19 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI as of March 31, 2011, and 2010, respectively.

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

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Beginning balance AOCI related to securities available-for-sale, net of tax(1)	$	369		$	186
Net unrealized holding gains (losses), net of tax(2)		(55	)		213
Net realized gains reclassified from AOCI into earnings, net of tax(3)		(3	)		(66	)
Ending balance AOCI related to securities available-for-sale, net of tax	$	311		$	333

__________________

(1)	Net of tax benefit (expense) of $203 million and $102 million for the three months ended March 31, 2011 and 2010, respectively.

(2)	Net of tax benefit (expense) of $(30) million and $117 million for the three months ended March 31, 2011 and 2010, respectively.

(3)	Net of tax (benefit) expense of $(2) million and $(36) million for the three months ended March 31, 2011 and 2010, respectively.

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

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Gross realized investment gains	$	5		$	94
Gross realized investment losses		(2	)		0
Net realized gains	$	3		$	94
Total proceeds from sales	$	846		$	7,429

LOANS (Tables)

3 Months Ended

Mar. 31, 2011

Composition of Loans Held for Investment Portfolio

The table below presents the composition of our held-for-investment loan portfolio, including restricted loans for securitization investors, as of March 31, 2011 and December 31, 2010. 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.

(Dollars in millions)	March 31, 2011		December 31, 2010
Credit Card business:
Domestic credit card loans	$	47,465	$	50,170
International credit card loans		8,730		7,513
Total credit card loans		56,195		57,683
Domestic installment loans		3,105		3,679
International installment loans		5		9
Total installment loans		3,110		3,688
Total credit card		59,305		61,371
Consumer Banking business:
Automobile		18,342		17,867
Home loans		11,741		12,103
Other retail		4,223		4,413
Total consumer banking		34,306		34,383
Commercial Banking business:
Commercial and multifamily real estate(1)		13,543		13,396
Middle market		10,758		10,484
Specialty lending		3,936		4,020
Total commercial lending		28,237		27,900
Small-ticket commercial real estate		1,780		1,842
Total commercial banking		30,017		29,742
Other:
Other loans		464		451
Total loans	$	124,092	$	125,947

________________________

(1)	Includes construction loans and land development loans totaling $2.2 billion as of March 31, 2011 and $2.4 billion as of December 31, 2010.

Aging of held for investment loans by portfolio segment and class

	March 31, 2011
(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	$	48,756		$	488		$	381		$	945		$	1,814		$	0		$	50,570		$	945		$	0
International		8,250			149			104			232			485			0			8,735			232			0
Total credit card		57,006			637			485			1,177			2,299			0			59,305			1,177			0
Consumer Banking:
Auto		17,220			780			283			59			1,122			0			18,342			0			59
Home loans		6,555			64			42			384			490			4,696			11,741			0			492
Retail banking		4,047			31			13			45			89			87			4,223			3			79
Total consumer banking		27,822			875			338			488			1,701			4,783			34,306			3			630
Commercial Banking:
Commercial and multifamily real estate		12,974			97			44			189			330			239			13,543			0			339
Middle market		10,358			56			6			45			107			293			10,758			1			115
Specialty lending		3,866			32			14			24			70			0			3,936			6			45
Total commercial lending		27,198			185			64			258			507			532			28,237			7			499
Small-ticket commercial real estate		1,670			68			8			34			110			0			1,780			0			55
Total commercial banking		28,868			253			72			292			617			532			30,017			7			554
Other:
Other loans		375			36			5			48			89			0			464			0			58
Total	$	114,071		$	1,801		$	900		$	2,005		$	4,706		$	5,315		$	124,092		$	1,187		$	1,242

% of Total loans		91.9	%		1.5	%		0.7	%		1.6	%		3.8	%		4.3	%		100.0	%		1.0	%		1.0	%

	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 loans		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.

Credit Card: Risk Profile by Geographic region and Delinquency Status [Table]

The table below displays the geographic profile of our credit card loan portfolio and delinquency statistics as of March 31, 2011 and December 31, 2010. We also present comparative net charge-offs for the first quarter of 2011 and the first quarter of 2010.

Credit Card: Risk Profile by Geographic Region and Delinquency Status

	March 31, 2011					December 31, 2010
(Dollars in millions)	Amount		% of Total(1)			Amount		% of Total(1)
Domestic:
California
Texas	$	5,969		10.1	%	$	6,242		10.2	%
New York		3,361		5.7			3,633		5.9
Florida		3,416		5.8			3,599		5.8
Illinois		3,170		5.3			3,298		5.4
Pennsylvania		2,272		3.8			2,403		3.9
Ohio		2,220		3.7			2,389		3.9
New Jersey		1,943		3.3			2,109		3.4
Michigan		1,883		3.2			1,971		3.2
Other		1,582		2.7			1,716		2.8
Total domestic card and installment loans		24,754		41.7			26,489		43.2
		50,570		85.3			53,849		87.7
International:
United Kingdom		4,094		6.9			4,102		6.7
Canada		4,641		7.8			3,420		5.6
Total international card and installment loans		8,735		14.7			7,522		12.3
Total credit card	$	59,305		100.0	%	$	61,371		100.0	%

Selected credit metrics:
30+ day delinquencies(2)	$	2,299		3.88	%	$	2,632		4.29	%
90+ day delinquencies(2)		1,177		1.98			1,379		2.25

	March 31,
	2011					2010
(Dollars in millions)	Amount		Rate			Amount		Rate
Net charge-offs:
Domestic card	$	804		6.20	%	$	1,519		10.18	%
International card		125		5.74			173		8.83
Total(3)	$	929		6.13	%	$	1,692		10.30	%

__________________

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

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

(3)	Calculated by dividing annualized net charge-offs by average credit card loans held for investment during the first quarter of 2011 and 2010.

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

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 March 31, 2011 and December 31, 2010, and net charge-offs for the quarter ended March 31, 2011, and for the year ended December 31, 2010.

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

	March 31, 2011
	Non-PCI Loans					PCI Loans					Total
(Dollars in millions)	Loans		% of Total(1)			Loans		% of Total(1)			Loans		% of Total(1)
Auto:
Texas	$	3,330		9.7	%	$	0		0.0	%	$	3,330		9.7	%
California		1,446		4.2			0		0.0			1,446		4.2
Louisiana		1,345		3.9			0		0.0			1,345		3.9
Florida		969		2.8			0		0.0			969		2.8
Georgia		950		2.8			0		0.0			950		2.8
New York		894		2.6			0		0.0			894		2.6
Illinois		861		2.5			0		0.0			861		2.5
Other		8,547		25.0			0		0.0			8,547		25.0
Total auto	$	18,342		53.5	%	$	0		0.0	%	$	18,342		53.5	%

Home loans:
New York	$	2,014		5.9	%	$	286		0.8	%	$	2,300		6.7	%
California		933		2.7			1,328		3.9			2,261		6.6
Louisiana		1,837		5.4			2		0.0			1,839		5.4
Maryland		464		1.4			433		1.2			897		2.6
Virginia		213		0.6			576		1.7			789		2.3
New Jersey		396		1.1			261		0.8			657		1.9
Other		1,188		3.4			1,810		5.3			2,998		8.7
Total home loans	$	7,045		20.5	%	$	4,696		13.7	%	$	11,741		34.2	%

Retail banking:
Louisiana	$	1,676		4.9	%	$	0		0.0	%	$	1,676		4.9	%
Texas		1,063		3.1			0		0.0			1,063		3.1
New York		898		2.6			0		0.0			898		2.6
New Jersey		343		1.0			0		0.0			343		1.0
Maryland		53		0.2			26		0.0			79		0.2
Virginia		21		0.1			27		0.1			48		0.2
Other		82		0.2			34		0.1			116		0.3
Total retail banking	$	4,136		12.1	%	$	87		0.2	%	$	4,223		12.3	%
Total consumer banking	$	29,523		86.1	%	$	4,783		13.9	%	$	34,306		100.0	%

	March 31, 2011
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,122		6.11	%	$	490		4.17	%	$	89		2.11	%	$	1,701		4.96	%
90+ day delinquencies		59		0.32			384		3.27			45		1.07			488		1.42
Nonperforming loans		59		0.32			492		4.19			79		1.87			630		1.84

	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		0.0	%	$	3,161		9.2	%
California		1,412		4.1			0		0.0			1,412		4.1
Louisiana		1,334		3.9			0		0.0			1,334		3.9
Florida		954		2.8			0		0.0			954		2.8
Georgia		908		2.6			0		0.0			908		2.6
New York		894		2.6			0		0.0			894		2.6
Illinois		843		2.5			0		0.0			843		2.5
Other		8,361		24.3			0		0.0			8,361		24.3
Total auto	$	17,867		52.0	%	$	0		0.0	%	$	17,867		52.0	%

Home loans:
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		0.0			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 loans	$	7,211		21.0	%	$	4,892		14.2	%	$	12,103		35.2	%

Retail banking:
Louisiana	$	1,754		5.1	%	$	0		0.0	%	$	1,754		5.1	%
Texas		1,125		3.3			0		0.0			1,125		3.3
New York		909		2.6			0		0.0			909		2.6
New Jersey		357		1.0			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 Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:(2)
30+ day delinquencies	$	1,453		8.13	%	$	504		4.16	%	$	93		2.11	%	$	2,050		5.96	%
90+ day delinquencies		99		0.55			395		3.27			40		0.91			534		1.54
Nonperforming loans		99		0.55			486		4.01			91		2.07			676		1.97

	March 31, 2011
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	89		1.98	%	$	21		0.71	%	$	24		2.24	%	$	134		1.57	%

	March 31, 2010
	Auto					Home Loans					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs(3)	$	132		2.97	%	$	36		0.94	%	$	27		2.11	%	$	195		2.03	%

________________________

(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)

(3)	Calculated by dividing annualized net charge-offs by average credit card loans held for investment for the first quarter of 2011 and 2010.

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

The following table presents the distribution of our home loans portfolio as of March 31, 2011 and December 31, 2010 based on selected key risk characteristics.

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

	March 31, 2011
	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	$	4,690		39.9	%	$	1,800		15.3	%	$	6,490		55.2	%
2006		786		6.7			1,094		9.3			1,880		16.0
2007		534		4.6			1,446		12.3			1,980		16.9
2008		290		2.4			347		3.0			637		5.4
2009		288		2.5			9		0.1			297		2.6
2010		396		3.4			0		0.0			396		3.4
2011		61		0.5			0		0.0			61		0.5
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Geographic concentration:(2)
New York	$	2,014		17.2	%	$	286		2.5	%	$	2,300		19.7	%
California		933		7.9			1,328		11.3			2,261		19.2
Louisiana		1,837		15.6			2		0.0			1,839		15.6
Maryland		464		4.0			433		3.6			897		7.6
Virginia		213		1.8			576		4.9			789		6.7
New Jersey		396		3.4			261		2.2			657		5.6
Texas		506		4.3			30		0.3			536		4.6
Florida		132		1.1			268		2.3			400		3.4
District of Columbia		78		0.7			144		1.2			222		1.9
Washington		72		0.6			100		0.9			172		1.5
Connecticut		91		0.8			75		0.6			166		1.4
Other		309		2.6			1,193		10.2			1,502		12.8
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Lien type:
1st lien	$	5,856		49.9	%	$	4,119		35.1	%	$	9,975		85.0	%
2nd lien		1,189		10.1			577		4.9			1,766		15.0
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%
Interest rate type:
Fixed rate	$	3,578		30.5	%	$	113		0.9	%	$	3,691		31.4	%
Adjustable rate		3,467		29.5			4,583		39.1			8,050		68.6
Total	$	7,045		60.0	%	$	4,696		40.0	%	$	11,741		100.0	%

	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

The following table presents the geographic distribution and internal risk ratings of our commercial loan portfolio as of March 31, 2011 and December 31, 2010.

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

	March 31, 2011
(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	$	10,909		80.6	%	$	3,300		30.7	%	$	1,502		38.2	%	$	1,097		61.6	%	$	16,808		56.0	%
Mid-Atlantic		825		6.1			910		8.5			192		4.9			69		3.9			1,996		6.6
South		1,313		9.7			5,715		53.1			713		18.1			112		6.3			7,853		26.2
Other		257		1.8			540		5.0			1,529		38.8			502		28.2			2,828		9.4
Total non-PCI loans		13,304		98.2			10,465		97.3			3,936		100.0			1,780		100.0			29,485		98.2
PCI loans		239		1.8			293		2.7			0		0.0			0		0.0			532		1.8
Total	$	13,543		100.0	%	$	10,758		100.0	%	$	3,936		100.0	%	$	1,780		100.0	%	$	30,017		100.0	%
Internal risk rating:(4)
Non-PCI loans:
Noncriticized	$	11,832		87.4	%	$	9,699		90.1	%	$	3,819		97.0	%	$	1,658		93.1	%	$	27,008		90.0	%
Criticized performing		1,133		8.3			651		6.1			73		1.9			67		3.8			1,924		6.4
Criticized nonperforming		339		2.5			115		1.1			44		1.1			55		3.1			553		1.8
Total non-PCI loans		13,304		98.2			10,465		97.3			3,936		100.0			1,780		100.0			29,485		98.2

PCI loans:
Noncriticized	$	153		1.1	%	$	238		2.2	%	$	0		0.0	%	$	0		0.0	%	$	391		1.3	%
Criticized performing		86		0.7			55		0.5			0		0.0			0		0.0			141		0.5
Total PCI loans		239		1.8			293		2.7			0		0.0			0		0.0			532		1.8
Total	$	13,543		100.0	%	$	10,758		100.0	%	$	3,936		100.0	%	$	1,780		100.0	%	$	30,017		100.0	%

	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
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 total loans as of March 31, 2011 and 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, 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:

	March 31, 2011
(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	$	745	$	0	$	745	$	268	$	477	$	725	$	749	$	19
International		186		0		186		113		73		179		173		0
Total credit card		931		0		931		381		550		904		922		19

Consumer:
Auto		5		0		5		2		3		5		2		0
Home loans		62		0		62		6		56		62		59		1
Retail banking		17		23		40		1		39		43		41		0
Total consumer		84		23		107		9		98		110		102		1

Commercial:
Commercial and multifamily real estate		53		336		389		6		383		481		356		1
Middle market		13		100		113		6		107		153		117		0
Specialty lending		0		22		22		0		22		26		21		0
Total commercial lending		66		458		524		12		512		660		494		1
Small-ticket commercial real estate		66		0		66		13		53		85		51		0
Total commercial		132		458		590		25		565		745		545		1
Other:
Other loans		0		1		1		0		1		1		0		0
Total	$	1,147	$	482	$	1,629	$	415	$	1,214	$	1,760	$	1,569	$	21

	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 loans		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

Loans Acquired in Acquisition

The table below presents the outstanding contractual balance and the carrying value of the Chevy Chase Bank acquired loans as of March 31, 2011 and December 31, 2010:

	March 31, 2011						December 31, 2010
(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	$	6,702	$	5,294	$	1,408	$	7,054	$	5,546	$	1,508

Carrying value		5,315		4,000		1,315		5,554		4,165		1,389

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, 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
Accretion recognized in earnings		(114	)		(96	)		(18	)
Accretable yield as of March 31, 2011	$	1,898		$	1,658		$	240

ALLOWANCE FOR LOAN AND LEASE LOSSES (Tables)

3 Months Ended

Mar. 31, 2011

Allowance for Loan and Lease Losses [Abstract]

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, and our unfunded lending commitment reserve during the first quarter of 2011.

																												Combined
				Consumer																					Unfunded			Allowance
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other(1)			Total Allowance			Lending Reserve			& Unfunded Reserve
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	826		$	86		$	5,628		$	107		$	5,735
Provision for loan and lease losses		450			54			28			13			95			(15	)		4			534			0			534
Charge-offs		(1,285	)		(141	)		(32	)		(31	)		(204	)		(67	)		(24	)		(1,580	)		0			(1,580	)
Recoveries		356			52			11			7			70			8			1			435			0			435
Net charge-offs		(929	)		(89	)		(21	)		(24	)		(134	)		(59	)		(23	)		(1,145	)		0			(1,145	)
Other changes(2)		14			0			0			5			5			30			1			50			(36	)		14
Balance as of March 31, 2011	$	3,576		$	318		$	119		$	204		$	641		$	782		$	68		$	5,067		$	71		$	5,138

__________________

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

(2)	Includes foreign exchange translation adjustments of $14 million and unfunded lending reserve of $36 million.

Components of allowance for loan and lease losses by impairment methodology

	March 31, 2011
				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	$	3,195		$	316		$	77		$	201		$	594		$	754		$	68		$	4,611
Individually evaluated for impairment		381			2			5			2			9			25			0			415
Purchased credit-impaired loans		0			0			37			1			38			3			0			41
Total allowance for loan and lease losses	$	3,576		$	318		$	119		$	204		$	641		$	782		$	68		$	5,067
Held for investment loans by impairment methodology:
Collectively evaluated for impairment	$	58,374		$	18,337		$	6,983		$	4,096		$	29,416		$	28,895		$	463		$	117,148
Individually evaluated for impairment		931			5			62			40			107			590			1			1,629
Purchased credit-impaired loans		0			0			4,696			87			4,783			532			0			5,315
Total held for investment loans	$	59,305		$	18,342		$	11,741		$	4,223		$	34,306		$	30,017		$	464		$	124,092
Allowance as a percentage of period end held for investment loans		6.03	%		1.73	%		1.01	%		4.83	%		1.87	%		2.61	%		14.66	%		4.08	%

	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)

3 Months Ended

Mar. 31, 2011

Variable Interest Entities and Securitizations [Abstract]

Carrying Amount of Assets and Liabilities of Variable Interest Entities

	March 31, 2011
	Consolidated				Unconsolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets			Carrying Amount of Liabilities			Maximum Exposure to Loss (3)
Securitization-related VIEs:
Credit card loan securitizations	$	50,102	$	23,809	$	0		$	0		$	0
Auto loan securitizations		1,219		1,036		0			0			0
Mortgage loan securitizations		0		0		183	(1)		35	(2)		302
Other asset securitizations		143		38		0			0			0
Total securitization related VIEs		51,464		24,883		183			35			302
Other VIEs:
Affordable housing entities		0		0		1,782			296			1,782
Entities that provide capital to low-income and rural communities		238		0		6			3			6
Other		0		0		166			0			166
Total Other VIEs		238		0		1,954			299			1,954
Total VIEs	$	51,702	$	24,883	$	2,137		$	334		$	2,256

	December 31, 2010
	Consolidated				Unconsolidated
(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)
Securitization-related VIEs:
Credit card loan securitizations	$	53,694	$	25,622	$	0	$	0	$	0
Auto loan securitizations		1,784		1,518		0		0		0
Mortgage loan securitizations		0		0		174		37		297
Other asset 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

__________________

(1)

(2)

(3)	The maximum exposure to loss represents the amount of loss we would incur in the unlikely event that all our assets in the VIE become 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

The table below presents summarizes on the securitization-related VIEs in which we had continuing involvement as of March 31, 2011 and December 31, 2010.

	March 31, 2011
	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Auto Loan		Other Loan		Option ARM			GreenPoint HELOCs			GreenPoint Manufactured Housing
Securities held by third-party investors	$	23,596	$	981	$	25	$	3,532		$	263		$	1,350
Receivables in the trust		47,744		1,021		143		3,651			263			1,357
Cash balance of spread or reserve accounts		82		106		0		8			0			178
Retained interests	Yes		Yes		Yes		Yes			Yes			Yes
Servicing retained	Yes		Yes		Yes		Yes		(1)	Yes		(1)	No		(3)
Amortization event	No		No		No		No			Yes		(2)	No

	December 31, 2010
	Non-Mortgage						Mortgage
(Dollars in millions)	Credit Card		Auto Loan		Other Loan		Option ARM			GreenPoint HELOCs			GreenPoint Manufactured Housing
Securities held by third-party investors	$	25,415	$	1,453	$	48	$	3,690		$	284		$	1,501
Receivables in the trust		52,355		1,528		191		3,813			284			1,393
Cash balance of spread or reserve accounts		77		147		0		8			0			183
Retained interests	Yes		Yes		Yes		Yes			Yes			Yes
Servicing retained	Yes		Yes		Yes		Yes		(1)	Yes		(1)	No		(3)
Amortization event	No		No		No		No			Yes		(2)	No

__________________

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

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

(3)	The manufactured housing securitizations are serviced by a third party. For two of the deals, that third party works in the capacity of subservicer with Capital One being the Master Servicer.

Accounts receivable from securitizations

The following table provides details of accounts receivable from securitizations as of March 31, 2011 and December 31, 2010.

(Dollars in millions)	March 31, 2011		December 31, 2010
Interest-only strip classified as trading	$	72	$	75
Retained interests classified as trading:
Retained notes		32		34
Cash collateral		8		8
Investor accrued interest receivable		0		0
Total retained interests classified as trading		40		42
Retained notes classified as available for sale		0		0
Other retained interests		0		3
Total accounts receivable from securitizations	$	112	$	120

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

	Three Months Ended March 31,
(Dollars in millions)	2011			2010(1)
Interest only strip valuation changes	$	(3	)	$	4
Fair value adjustments related to spread accounts		12			1
Fair value adjustments related to investors' accrued interest receivable		0			0
Fair value adjustments related to retained subordinated notes		18			0
Total income statement impact	$	27		$	5

__________________

(1)

Key assumptions and sensitivities for non mortgage retained interests valuations

For the periods ending March 31, 2011 and December 31, 2010 the assumptions and sensitivities shown below included all credit card and installment loan securitizations.

(Dollars in millions)	March 31, 2011			December 31, 2010
Interest-only strip and retained interests	$	130	(1)	$	136	(1)
Weighted average life for receivables (months)		64			60
Principal repayment rate (weighted average rate)		15.2-17.3	%		16.3 – 18.1	%
Impact on fair value of 10% adverse change	$	6		$	2
Impact on fair value of 20% adverse change		(5	)		(6	)
Discount rate (weighted average rate)		25.1-42.2	%		25.2 – 42.2	%
Impact on fair value of 10% adverse change	$	(7	)	$	(7	)
Impact on fair value of 20% adverse change		(14	)		(14	)

__________________

(1)	Does not include liquidity swap related to the negative amortization bonds of $18 million as of March 31, 2011 and $19 million at December 31, 2010.

The following provides the details of the cash flows related to securitization transactions that qualified as off-balance sheet for the three months ended March 31, 2011 and 2010:

	Three Months Ended March 31,
(Dollars in millions)	2011		2010
Servicing fees received	$	3	$	0
Cash flows received on retained interests (1)		12		2

________________________

(1)	Includes all cash receipts of excess spread and other payments (excluding servicing fees) from the program.

Supplemental loan information

(Dollars in millions)	March 31, 2011		December 31, 2010
Total principal amount of loans	$	1,359	$	1,396

Principal amount of loans past due 90 days or more	$	261	$	257

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

The following table presents the components of goodwill and other intangible assets, including mortgage servicing rights, as of March 31, 2011 and December 31, 2010.

(Dollars in millions)	March 31, 2011		December 31, 2010
Goodwill	$	13,597	$	13,591
Other intangible assets:
Core deposit intangibles		605		650
Contract intangible(1)		67		0
Purchased credit card relationship intangibles(1)		49		42
Lease intangibles		25		26
Trust intangibles		5		6
Other intangibles		8		9
Total other intangible assets		759		733
Total goodwill and other intangible assets	$	14,356	$	14,324
Mortgage servicing rights	$	144	$	141

________________________

(1)	Relates to the acquisition of the HBC portfolio in the first quarter of 2011 and the acquired Sony Card portfolio in the third quarter of 2010.

Intangible Assets Subject to Amortization

The following table presents a summary of changes in goodwill, by reporting unit, during the first quarter of 2011.

(Dollars in millions)	Credit Card		Consumer		Commercial		Total
Balance as of December 31, 2010	$	4,690	$	4,583	$	4,318	$	13,591
Acquisitions		3		0		0		3
Other adjustments		3		0		0		3
Balance as of March 31, 2011	$	4,696	$	4,583	$	4,318	$	13,597

The following table summarizes our intangible assets subject to amortization as of March 31, 2011 and December 31, 2010.

	March 31, 2011
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Currency Valuation Adjustments		Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(957	)	$	0	$	605	6.7 years
Purchased credit card relationship intangibles(1)		58		(9	)		0		49	5.6 years
Contract intangible(2)		70		(5	)		2		67	6.8 years
Lease intangibles		54		(29	)		0		25	21.4 years
Trust intangibles		11		(6	)		0		5	12.6 years
Other intangibles		25		(17	)		0		8	3.0 years
Total	$	1,780	$	(1,023	)	$	2	$	759

	December 31, 2010
(Dollars in millions)	Gross Carrying Amount		Accumulated Amortization			Currency Valuation Adjustments		Net Carrying Amount		Remaining Amortization Period
Core deposit intangibles	$	1,562	$	(912	)	$	0	$	650	7.0 years
Purchased credit card relationship intangibles(1)		47		(5	)		0		42	6.1 years
Lease intangibles		54		(28	)		0		26	21.7 years
Trust intangibles		11		(5	)		0		6	12.9 years
Other intangibles		35		(26	)		0		9	3.3 years
Total	$	1,709	$	(976	)	$	0	$	733

________________________

(1)	Relates to the acquisitions of the existing HBC credit card portfolio in the first quarter of 2011 and the existing Sony Card portfolio in the third quarter of 2010.

(2)	Relates to the acquisition of the existing HBC credit card portfolio in the first quarter of 2011.

Estimated Future Amortization Expense for Intangible Assets

The following table summarizes the estimated future amortization expense for intangible assets as of March 31, 2011.

(Dollars in millions)	Estimated Future Amortization Amounts
2011 (remaining nine months)	$	161
2012		181
2013		145
2014		111
2015		79
2016		48
Thereafter		34
Total	$	759

Changes in the Fair Value of Mortgage Servicing Rights

The following table sets forth the changes in the fair value of MSRs during the three months ended March 31, 2011 and 2010:

	March 31,
(Dollars in millions)	2011			2010
Balance at beginning of period	$	141		$	240
Originations		4			3
Change in fair value, net		(1	)		(13	)
Balance at end of period	$	144		$	230
Ratio of mortgage servicing rights to related loans serviced for others		0.74	%		0.86	%
Weighted average service fee	$	0.28		$	0.28

Significant Assumptions Used in Estimating the Fair Value of MSRs

The significant assumptions used in estimating the fair value of the MSRs as of March 31, 2011 and 2010 were as follows:

	March 31,
	2011			2010
Weighted average prepayment rate (includes default rate)		13.80	%		15.92	%
Weighted average life (in years)		6.10			5.57
Discount rate		10.20	%		11.64	%

DEPOSITS AND BORROWINGS (Tables)

3 Months Ended

Mar. 31, 2011

Deposits and Borrowings [Abstract]

Deposits, short-term borrowings and long-term debt

(Dollars in millions)	March 31, 2011		December 31, 2010
Deposits:
Non-interest bearing deposits	$	16,349	$	15,048
Interest-bearing deposits		109,097		107,162
Total deposits	$	125,446	$	122,210
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1,970	$	1,517
Other short-term borrowings		0		7
Total short-term borrowings		1,970		1,524
Long-term debt:
Securitized debt obligations		24,506		26,836	(1)
Senior and subordinated notes:
Unsecured senior debt		4,829		4,883
Unsecured subordinated debt		3,716		3,767
Total senior and subordinated notes		8,545		8,650
Other long-term borrowings:
Junior subordinated debt		3,641		3,642
FHLB advances		1,135		1,144
Other long-term borrowings		4,776		4,786
Total long-term debt		37,827		40,272
Total short-term borrowings and long-term debt	$	39,797	$	41,796

________________________

(1)	Includes fair value hedges related to securitized debt of $79 million as of December 31, 2010, which was disclosed on the consolidated balance sheet in Other borrowings.

Components of Interest Expense

The following table displays interest expense attributable to short-term borrowings and long-term debt for the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars in millions)	2011		2010
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	1	$	1
Total short-term borrowings		1		1
Long-term debt:
Securitized debt obligations		140		242
Senior and subordinated notes:
Unsecured senior debt		35		38
Unsecured subordinated debt		29		30
Total senior and subordinated notes		64		68
Other long-term borrowings:
Junior subordinated debt		80		82
FHLB advances		3		9
Other		2		1
Other long-term borrowings		85		92
Total long-term debt		289		402
Total short-term borrowings and long-term debt	$	290	$	403

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2011

Derivative Instruments and Hedging Activities [Abstract]

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

	March 31, 2011						December 31, 2010
	Notional or Contractual		Derivatives at Fair Value				Notional or Contractual		Derivatives at Fair Value
(Dollars in millions)	Amount		Assets(1)		Liabilities(1)		Amount		Assets(1)		Liabilities(1)
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	16,697	$	610	$	91	$	17,001	$	747	$	77
Cash flow interest rate contracts		6,935		4		133		8,585		14		151
Total interest rate contracts		23,632		614		224		25,586		761		228
Foreign exchange contracts:
Cash flow foreign exchange contracts		4,073		3		83		2,266		5		26
Net investment foreign exchange contracts		53		0		2		52		0		1
Total foreign exchange contracts		4,126		3		85		2,318		5		27
Total derivatives designated as accounting hedges		27,758		617		309		27,904		766		255
Derivatives not designated as accounting hedges:(1)
Interest rate contracts covering:
MSRs		575		2		5		625		3		18
Customer accommodation(2)		13,082		254		212		12,287		282		244
Other interest rate exposures		6,475		32		32		7,579		46		35
Total interest rate contracts		20,132		288		249		20,491		331		297
Foreign exchange contracts		1,456		252		58		1,384		214		67
Other contracts		875		2		3		980		8		17
Total derivatives not designated as accounting hedges		22,463		542		310		22,855		553		381
Total derivatives	$	50,221	$	1,159	$	619	$	50,759	$	1,319	$	636

________________________

(1)

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

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives(1)	$	(149	)	$	151
Gain (loss) recognized in earnings on hedged items(1)		154			(134	)
Net fair value hedge ineffectiveness gain		5			17
Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs(2)		(1	)		(6	)
Customer accommodation(1)		8			1
Other interest rate exposures(1)		6			7
Total interest rate contracts		13			2
Foreign exchange contracts(1)		(3	)		9
Other contracts(2)		(3	)		9
Total gain on derivatives not designated as accounting hedges		7			20
Net derivatives gain recognized in earnings	$	12		$	37

________________________

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

(2)

Fair value and notional amounts of derivative instruments

The table below shows the net gains (losses) related to derivatives designated as cash flow hedges and net investment hedges for the three months ended March 31, 2011 and 2010.

	Three Months Ended March 31,
(Dollars in millions)	2011			2010
Gain (loss) recorded in AOCI:(1)
Cash flow hedges:
Interest rate contracts	$	7		$	38
Foreign exchange contracts		0			(3	)
Subtotal		7			35
Net investment hedges:
Foreign exchange contracts		(1	)		2
Net derivatives gain recognized in AOCI	$	6		$	37

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts(2)	$	(12	)	$	(23	)
Foreign exchange contracts(3)		(2	)		2
Subtotal		(14	)		(21	)
Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts(3)		0			1
Foreign exchange contracts (3)		0			0
Subtotal		0			1
Net investment hedges:
Gain (loss) reclassified from AOCI into earnings:(1)
Foreign exchange contracts		0			0
Net derivatives loss recognized in earnings	$	(14	)	$	(20	)

________________________

(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)

3 Months Ended

Mar. 31, 2011

Stockholders' Equity [Abstract]

Accumulated Other Comprehensive Income

(Dollars in millions)	March 31, 2011			December 31, 2010
Net unrealized gains on securities(1)	$	283		$	333
Net unrecognized elements of defined benefit plans		(29	)		(29	)
Foreign currency translation adjustments		23			(36	)
Unrealized losses on cash flow hedging instruments		(60	)		(52	)
Other-than-temporary impairment not recognized in earnings on securities		45			49
Initial application of measurement date provisions for postretirement benefits other than pensions		(1	)		(1	)
Initial application from adoption of consolidation standards		(16	)		(16	)
Total accumulated other comprehensive income	$	245		$	248

________________________

(1)

EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2011

Earnings Per Common Share [Abstract]

Computation of Basic and Diluted Earnings Per Common Share

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

	Three months ended March 31,
(Dollars and shares in millions, except per share data)	2011			2010
Numerator:
Income from continuing operations, net of tax	$	1,032		$	720
Loss from discontinued operations, net of tax		(16	)		(84	)
Net income	$	1,016		$	636
Denominator:
Denominator for basic earnings per share-Weighted-average shares		454			451
Effect of dilutive securities (1) :
Stock options		2			1
Contingently issuable shares		1			0
Restricted stock and units		3			3
Dilutive potential common shares		6			4
Denominator for diluted earnings per share-Adjusted weighted-average shares		460			455
Basic earnings per share
Income from continuing operations	$	2.27		$	1.59
Loss from discontinued operations		(0.03	)		(0.18	)
Net income	$	2.24		$	1.41
Diluted earnings per share
Income from continuing operations	$	2.24		$	1.58
Loss from discontinued operations		(0.03	)		(0.18	)
Net income	$	2.21		$	1.40

________________________

(1)	Excluded from the computation of diluted earnings per share was 9.6 million and 30.7 million of awards, options or warrants, for the three months ended March 31, 2011 and 2010, respectively, because their inclusion would be antidilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2011

Fair Value of Financial Instruments [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table displays our assets and liabilities measured on our consolidated balance sheets at fair value on a recurring basis as of March 31, 2011 and December 31, 2010:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	March 31, 2011
	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	$	313	$	176	$	0	$	489
Collateralized mortgage obligations		0		13,783		272		14,055
Mortgage-backed securities		0		15,729		247		15,976
Asset-backed securities		0		10,455		13		10,468
Other		279		292		7		578
Total securities available for sale		592		40,435		539		41,566
Other assets:
Mortgage servicing rights		0		0		144		144
Derivative receivables(1)(2)		2		1,116		41		1,159
Retained interests in securitization		0		0		112		112
Total Assets	$	594	$	41,551	$	836	$	42,981

Liabilities
Other liabilities:
Derivative payables(1)	$	3	$	577	$	39	$	619
Total Liabilities	$	3	$	577	$	39	$	619

	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 securitizations		0		0		117		117
Total Assets	$	687	$	41,525	$	902	$	43,114

Liabilities
Other liabilities:
Derivative payables(1) (2)	$	18	$	575	$	43	$	636
Total Liabilities	$	18	$	575	$	43	$	636

________________________

(1)

(2)

Level 3 Inputs Reconciliation for Assets and Liabilities

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).

	For The Three Months Ended March 31, 2011
(Dollars in millions)	Securities Available for Sale			Mortgage Servicing Rights			Derivative Receivables(2)			Retained Interests in Securitizations(3)			Derivative Payables(2)
Balance, January 1, 2011	$	598		$	141		$	46		$	120		$	43
Total realized and unrealized gains (losses):
Included in net income		0			3	(1)		2			(8	)		(1	)
Included in other comprehensive income		(6	)		0			0			0			0
Purchases		0			0			0			0			0
Sales		(15	)		0			0			0			0
Issuances		0			4			0			0			0
Settlements		(38	)		(4	)		(7	)		0			(3	)
Impact of adoption of consolidation standards		0			0			0			0			0
Transfers in to Level 3(4)		0			0			0			0			0
Transfers out of Level 3 (4)		0			0			0			0			0
Balance, March 31, 2011	$	539		$	144		$	41		$	112		$	39
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011(5)	$	0		$	3		$	2		$	(8	)	$	(1	)

	For The Three Months Ended March 31, 2011
(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, 2011	$	0	$	308		$	270		$	13	$	7	$	598
Total realized and unrealized gains (losses):
Included in net income		0		0			0			0		0		0
Included in other comprehensive income		0		0			(6	)		0		0		(6	)
Purchases		0		0			0			0		0		0
Sales		0		(15	)		0			0		0		(15	)
Issuances		0		0			0			0		0		0
Settlements		0		(21	)		(17	)		0		0		(38	)
Transfers in to Level 3 (4)		0		0			0			0		0		0
Transfers out of Level 3 (4)		0		0			0			0		0		0
Balance, March 31, 2011	$	0	$	272		$	247		$	13	$	7	$	539
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011(5)	$	0	$	0		$	0		$	0	$	0	$	0

	For The Three Months Ended March 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		0			(3	)(1)		(1	)		3			2
Included in other comprehensive income		(20	)		0			0			0			0
Purchases, sales, issuances and settlements, net		61			(7	)		0			(1	)		0
Impact of adoption of consolidation standards		0			0			(401	)		(3,751	)		0
Transfers in to Level 3		315			0			0			0			0
Transfers out of Level 3		(608	)		0			0			0			0
Balance, March 31, 2010	$	1,254		$	230		$	38		$	196		$	35
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2010(5)	$	0		$	(3	)	$	(1	)	$	3		$	2

	For The Three Months Ended March 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		0			0			0		0		0
Included in other comprehensive income		0		(22	)		2			0		0		(20	)
Purchases, sales, issuances and settlements, net		0		(10	)		0			70		1		61
Transfers in to Level 3 (4)		0		113			202			0		0		315
Transfers out of Level 3 (4)		0		(289	)		(319	)		0		0		(608	)
Balance, March 31, 2010	$	0	$	774		$	371		$	83	$	26	$	1,254
Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2010(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 first quarter of 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 was 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

	March 31, 2011
							Assets at		Total
	Fair Value Measurements Using						Fair		Gains/
(Dollars in millions)	Level 1		Level 2		Level 3		Value		(Losses)(2)
Assets
Loans held for sale	$	0	$	115	$	0	$	115	$	(3	)
Loans held for investment		0		39		66		105		(25	)
Foreclosed assets(1)		0		181		0		181		(30	)
Other		0		18		0		18		0
Total	$	0	$	353	$	66	$	419	$	(58	)

	December 31, 2010
							Assets at		Total
	Fair Value Measurements Using						Fair		Gains/
(Dollars in millions)	Level 1		Level 2		Level 3		Value		(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	)

________________________

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

(2)	Represents the gains/losses recognized for the periods presented.

Fair Value of Financial Instruments

The table below presents the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value as of March 31, 2011 and December 31, 2010.

	March 31, 2011				December 31, 2010
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets
Cash and cash equivalents	$	7,971	$	7,971	$	5,249	$	5,249
Restricted cash for securitization investors		2,556		2,556		1,602		1,602
Securities available for sale		41,566		41,566		41,537		41,537
Loans held for sale		117		117		228		228
Net loans held for investment		119,025		121,944		120,319		124,117
Interest receivable		1,025		1,025		1,070		1,070
Accounts receivable from securitization		112		112		118		118
Derivatives		1,159		1,159		1,319		1,319
Mortgage servicing rights		144		144		141		141

Financial Liabilities
Non-interest bearing deposits	$	16,349	$	16,349	$	15,048	$	15,048
Interest-bearing deposits		109,097		108,951		107,162		107,587
Senior and subordinated notes		8,545		9,100		8,650		9,236
Securitized debt obligations		24,506		24,703		26,915		26,943
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,970		1,970		1,517		1,517
Other borrowings		4,776		4,969		4,714		4,901
Interest payable		411		411		488		488
Derivatives		619		619		636		636

BUSINESS SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2011

Business Segments [Abstract]

Summary of Business Segments

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.

	Three Months Ended March 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Reconciliation(2)		Total Reported
Net interest income (expense)	$	1,941	$	983	$	321		$	(105	)	$	3,140	$	0	$	3,140
Non-interest income		674		186		71			11			942		0		942
Total revenue		2,615		1,169		392			(94	)		4,082		0		4,082
Provision for loan and lease losses		450		95		(15	)		4			534		0		534
Non-interest expense:
Core deposit intangible amortization		0		35		11			0			46		0		46
Other non-interest expense		1,178		705		166			67			2,116		0		2,116
Total non-interest expense		1,178		740		177			67			2,162		0		2,162
Income (loss) from continuing operations before income taxes		987		334		230			(165	)		1,386		0		1,386
Income tax provision (benefit)		344		119		82			(191	)		354		0		354
Income from continuing operations, net of tax	$	643	$	215	$	148		$	26		$	1,032	$	0	$	1,032

	Three Months Ended March 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other(1)			Total Managed		Reconciliation(2)			Total Reported
Net interest income	$	2,113	$	896	$	312		$	(91	)	$	3,230	$	(2	)	$	3,228
Non-interest income (expense)		718		316		42			(14	)		1,062		(1	)		1,061
Total revenue		2,831		1,212		354			(105	)		4,292		(3	)		4,289
Provision for loan and lease losses		1,175		50		238			18			1,481		(3	)		1,478
Non-interest expense:
Core deposit intangible amortization		0		38		14			0			52		0			52
Other non-interest expense		914		650		178			53			1,795		0			1,795
Total non-interest expense		914		688		192			53			1,847		0			1,847
Income (loss) from continuing operations before income taxes		742		474		(76	)		(176	)		964		0			964
Income tax provision (benefit)		253		169		(27	)		(151	)		244		0			244
Income (loss) from continuing operations, net of tax	$	489	$	305	$	(49	)	$	(25	)	$	720	$	0		$	720

________________________

(1)

(2)

	March 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking			Commercial Banking			Other			Total
Loans held for investment	$	59,305		$	34,306		$	30,017		$	464		$	124,092
Total deposits		0			86,355			24,244			14,847			125,446

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

COMMITMENTS, CONTINGENCIES AND GUARANTEES (Tables)

3 Months Ended

Mar. 31, 2011

Commitments, Contingencies and Guarantees [Abstract]

Original Principal Balance of Mortgage Loans Originated and Sold to Third Party Investors

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

	Unpaid Principal Balance
	March 31,		December 31,		Original Unpaid Principal Balance
(Dollars in billions)	2011		2010		Total			2008			2007			2006			2005
Government sponsored enterprises (“GSEs”)(1)	$	5	$	5		$	11		$	1		$	4		$	3		$	3
Insured Securitizations		7		7			18			0			1			8			9
Uninsured Securitizations and Other		32		33			82			3			16			30			33
Total	$	44	$	45		$	111		$	4		$	21		$	41		$	45

__________________

(1)	GSEs include Fannie Mae and Freddie Mac.

Open Claims in Pipeline

Open Pipeline All Vintages (all entities)(1)

(Dollars in millions)	GSEs			Insured Securitizations			Uninsured Securitizations & Others			Total
Open claims as of December 31, 2009	$	61		$	366		$	588		$	1,015
Gross new demands received		204			645			104			953
Loans repurchased/made whole (2)		(52	)		(179	)		(5	)		(236	)
Demands rescinded (2)		(87	)		0			(22	)		(109	)
Open claims as of December 31, 2010	$	126		$	832		$	665		$	1,623
Gross new demands received		46			0			36			82
Loans repurchased/made whole		(20	)		0			(3	)		(23	)
Demands rescinded		(18	)		0			(6	)		(24	)
Adjustments		7			7			(14	)		0
Open claims as of March 31, 2011	$	141		$	839		$	678		$	1,658

__________________

(1)

(2)	Activity in 2010 relates to repurchase demands from all years prior.

Loss Contingency Accrual

The following table summarizes changes in our representation and warranty reserve for the three months ended March 31, 2011 and 2010, and for full year 2010.

Changes in Representation and Warranty Reserve

	Three Months Ended March 31,						Full Year
(Dollars in millions)	2011			2010			2010
Representation and warranty repurchase reserve, beginning of period(1)	$	816		$	238		$	238
Provision for repurchase losses(2)		44			224			636
Net realized losses		(14	)		(8	)		(58	)
Representation and warranty repurchase reserve, end of period(1)	$	846		$	454		$	816

__________________

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

(2)

Allocation of Loss Contingency Reserve

Allocation of Representation and Warranty Reserve

	Reserve Liability
	March 31,		December 31,		Loans Sold
(Dollars in millions, except for loans sold)	2011		2010		2005 to 2008(1)
GSEs and Active Insured Securitizations	$	794	$	796	$	24
Inactive Insured Securitizations and Other		52		20		87
Total	$	846	$	816	$	111

__________________

(1)	Reflects, in billions, the total original principal balance of mortgage loans originated by our subsidiaries and sold to third party investors between 2005 and 2008.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Mar. 31, 2011
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 Form 10-K). Certain financial information that is normally included in annual financial statements prepared in conformity with U.S. GAAP but is not required for interim reporting purposes has been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our interim unaudited financial statements have been reflected.
Use of estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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. Interim period results may not be indicative of results for the full year.
Recently Issued but Not Yet Adopted Accounting Standards	In April 2011, the FASB issued a new accounting standard on a creditor's determination of whether a restructuring is a troubled debt restructuring (“TDR”) with regards to its receivables. The standard requires disclosure, during the third quarter of 2011, of the net charges in receivables determined to be TDRs and the associated allowance for loan and lease losses resulting from re-evaluating all modifications made on or after January 1, 2011. Effective July 1, 2011, prospective application is required for the purpose of measuring impairment of the receivables determined to be TDRs and the new activity-based TDR disclosure in accordance with the principles of the new standard. We have not yet determined the impact this new accounting standard will have on our consolidated financial statements.

ACQUISITIONS (Details) $ in Millions	3 Months Ended
ACQUISITIONS (Details) $ in Millions	Mar. 31, 2011 USD ($)	Jan. 07, 2011	Feb. 27, 2009 USD ($)
2011 Acquisitions [Abstract]
Date of acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company		Jan. 07, 2011
Fair value of the net assets acquired in the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company	$ 1,400
Number of employees transferred in the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company		400
Goodwill associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company	3
Contingent Payments [Abstract]
Maximum payment under the earn-out			$ 300
Purchased credit card relationship intangible [Member]
2011 Acquisitions [Abstract]
Intangible assets associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company	11
Contract intangible [Member]
2011 Acquisitions [Abstract]
Intangible assets associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company	$ 70

DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions	3 Months Ended
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions	Mar. 31, 2011	Mar. 31, 2010	Dec. 31, 2010
Shutdown of Mortgage Origination Operations of Wholesale Mortgage Banking Unit [Abstract]
Representations and warranties expenses for discontinued operations	$ 39	$ 124
Representations and warranties expenses for discontinued operations, net of tax	29	93
Results From Discontinued Operations [Abstract]
Net interest expense	0	(1)
Non-interest expense	(25)	(129)
Loss from discontinued operations before taxes	(25)	(130)
Income tax benefit	9	46
Loss from discontinued operations, net of taxes	(16)	$ (84)
Remaining assets of discontinued operations	342		$ 362
Remaining liabilities of discontinued operations	$ 611		$ 585

INVESTMENT SECURITIES (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Dec. 31, 2010

$ 41,107

$ 40,988

759

830

(111)

^[1]

$ (150)

(105)

^[1]

^[2]

(189)

(176)

(300)

(281)

Agency debt obligations, amortized cost of debt securities issued by Fannie Mae and Freddie Mac

41,566

41,537

165

200

Agency debt obligations, fair values of debt securities issued by Fannie Mae and Freddie Mac

176

$ 213

16,400

8,400

3,200

16,600

8,600

$ 3,300

Percentage book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded stockholders' equity (in hundredths)

10.00%

Asset-backed securities, amortized costs of debt securities issued by Freddie Mac

$ 89

Asset-backed securities, fair value of debt securities issued by Freddie Mac

$ 90

Percentage distribution of securities collateralized by credit card loans (in hundredths)

74.00%

77.80%

Percentage distribution of securities collateralized by auto dealer floor plan inventory loans (in hundredths)

9.80%

5.60%

Percentage distribution of securities collateralized by student loans (in hundredths)

6.40%

7.20%

Percentage distribution of securities collateralized by auto loans (in hundredths)

6.30%

6.70%

Percentage distribution of securities collateralized by equipment loans (in hundredths)

2.00%

2.50%

Percentage distribution of securities collateralized by other loans (in hundredths)

1.50%

Percentage distribution of securities collateralized by home equity lines of credit (in hundredths)

0.20%

Percentage of the securities in our asset-backed security portfolio were rated AAA or its equivalent (in hundredths)

90.90%

90.10%

$ 8,412

$ 8,327

1,829

2,135

10,241

10,462

(168)

(144)

(132)

(137)

Number of individual securities that account for gross unrealized losses

$ (300)

(281)

340

Investments in non-agency CMO's, non-agency residential MBS and asset-backed securities

$ 133

Percent of total unrealized losses related to non-agency CMO's, non-agency residential MBS and asset-backed securities (in hundredths)

44.00%

$ 2,731

18,829

18,519

1,487

$ 41,566

$ 41,537

Due greater than 1 Year through 5 Years Average Yield

^[3]

2.88%

^[3]

3.65%

Due greater than 5 Years through 10 Years Average Yield

^[3]

4.43%

^[3]

4.16%

Available-for-sale Securities, Debt Maturities, Amortized Cost [Abstract]

^[3]

3.97%

Due in 1 year or less

$ 2,710

Due after 1 year through 5 years

18,538

Due after 5 years through 10 years

18,382

Due after 10 Years

1,477

Total amortized cost

$ 41,107

Percentage of total investment securities rated AAA (in hundredths)

93.00%

92.00%

Percentage of total investment securities rated below investment grade (in hundredths)

4.00%

Percentage of portfolio invested in US Treasury and agency securities (in hundredths)

70.00%

Amortized cost of scheduled contractual maturities [Abstract]

Due in 1 year or less

$ 2,741

Due after 1 year through 5 years

7,532

Due after 5 years through 10 years

1,184

Due after 10 years

^[4]

29,650

Fair value of scheduled contractual maturities [Abstract]

41,107

Due in 1 year or less

2,753

Due after 1 year through 5 years

7,599

Due after 5 years through 10 years

1,214

Due after 10 years

^[4]

30,000

Other-than-temporary impairment losses recognized in earnings [Abstract]

41,566

$ 41,537

Total OTTI losses

Less: Non-credit component of OTTI losses recorded in AOCI

(20)

(19)

Net OTTI losses recognized in earnings

Remaining gross unrealized losses related to all other securities

111

^[1]

150

105

^[1]

189

176

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 and for securities sold during the period

^[6]

(2)

(10)

Ending balance of credit losses

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]

369

186

Net unrealized holding gains (losses), net of tax

^[8]

(55)

213

Net realized losses (gains) reclassified from AOCI into earnings, net of tax

^[9]

(3)

(66)

Ending balance AOCI related to securities available-for-sale, net of tax

311

333

369

^[7]

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

Gross realized investment gains

Gross realized investment losses

(2)

Net realized gains

Total proceeds from sales

846

7,429

OTTI recorded on held to maturity negative amortization bonds

Other-than-temporary-impairment losses on securities in which no portion of OTTI losses remained in AOCI

Net of tax benefit (expense) from AOCI related to securities available for sale

203

102

Net of tax benefit (expense) related to net unrealized holding gains (losses)

(30)

117

Net of tax benefit (expense) related to net realized losses (gains) reclassified from AOCI into earnings

(2)

(36)

Securities pledged to secure borrowings from the FHLB

9,700

$ 11,400

U.S. Treasury debt obligations [Member]

312

188

124

$ 312

Due greater than 1 Year through 5 Years Average Yield

^[3]

1.83%

^[3]

4.27%

Due greater than 5 Years through 10 Years Average Yield

^[3]

0.00%

^[3]

0.00%

U.S. Agency debt obligations [Member]

^[3]

2.76%

^[10]

$ 177

^[10]

^[10]

141

^[10]

^[10]

^[10]

$ 177

Due greater than 1 Year through 5 Years Average Yield

^[3],[10]

4.38%

^[3],[10]

4.56%

Due greater than 5 Years through 10 Years Average Yield

^[3],[10]

0.00%

^[3],[10]

0.00%

Collateralized Mortgage Obligations Agency [Member]

^[3],[10]

4.52%

^[11]

$ 13,138

^[11]

431

^[11]

6,428

^[11]

6,251

^[11]

^[11]

$ 13,138

Due greater than 1 Year through 5 Years Average Yield

^[3],[11]

5.53%

^[3],[11]

4.52%

Due greater than 5 Years through 10 Years Average Yield

^[3],[11]

4.25%

^[3],[11]

4.35%

Collateralized Mortgage Obligations Non Agency [Member]

^[3],[11]

4.42%

$ 917

109

533

271

$ 917

Due greater than 1 Year through 5 Years Average Yield

^[3]

5.87%

^[3]

5.60%

Due greater than 5 Years through 10 Years Average Yield

^[3]

5.43%

^[3]

6.58%

Collateralized Mortgage Obligations Total [Member]

^[3]

5.58%

$ 14,055

540

6,961

6,522

$ 14,055

Due greater than 1 Year through 5 Years Average Yield

^[3]

5.60%

^[3]

4.61%

Due greater than 5 Years through 10 Years Average Yield

^[3]

4.30%

^[3]

4.64%

Mortgage Backed Securities Agency [Member]

^[3]

4.51%

^[11]

$ 15,366

^[11]

^[11]

2,923

^[11]

11,119

^[11]

1,270

^[11]

$ 15,366

Due greater than 1 Year through 5 Years Average Yield

^[3],[11]

5.05%

^[3],[11]

4.95%

Due greater than 5 Years through 10 Years Average Yield

^[3],[11]

4.43%

^[3],[11]

4.39%

Mortgage Backed Securities Non Agency [Member]

^[3],[11]

4.52%

$ 610

538

$ 610

Due greater than 1 Year through 5 Years Average Yield

^[3]

0.00%

^[3]

5.77%

Due greater than 5 Years through 10 Years Average Yield

^[3]

5.99%

^[3]

0.00%

Mortgage Backed Securities Total [Member]

^[3]

5.96%

$ 15,976

2,995

11,657

1,270

$ 15,976

Due greater than 1 Year through 5 Years Average Yield

^[3]

5.05%

^[3]

4.97%

Due greater than 5 Years through 10 Years Average Yield

^[3]

4.51%

^[3]

4.39%

Asset-backed Securities [Member]

^[3]

4.59%

^[12]

$ 10,468

^[12]

1,610

^[12]

8,522

^[12]

336

^[12]

^[12]

$ 10,468

Due greater than 1 Year through 5 Years Average Yield

^[3],[12]

2.27%

^[3],[12]

2.40%

Due greater than 5 Years through 10 Years Average Yield

^[3],[12]

4.33%

^[3],[12]

0.00%

^[3],[12]

2.44%

^[13]

$ 578

^[13]

303

^[13]

^[13]

^[13]

185

^[13]

$ 578

Due greater than 1 Year through 5 Years Average Yield

^[3],[13]

1.43%

^[3],[13]

4.19%

Due greater than 5 Years through 10 Years Average Yield

^[3],[13]

4.64%

^[3],[13]

1.93%

U.S. Treasury debt obligations [Member]

^[3],[13]

2.03%

$ 302

373

^[1]

^[2]

312

386

Other-than-temporary impairment losses recognized in earnings [Abstract]

312

386

Collateralized Mortgage Obligations Agency [Member]

^[1]

^[14]

12,902

12,303

^[14]

245

271

^[1],[14]

^[2],[14]

(9)

(8)

^[14]

(9)

(8)

^[14]

13,138

12,566

Other-than-temporary impairment losses recognized in earnings [Abstract]

^[14]

13,138

12,566

Collateralized Mortgage Obligations Non Agency [Member]

^[1],[14]

986

1,091

^[1]

(57)

(59)

^[2]

(13)

(70)

(72)

Percent of Investment Securities Portfolio (in hundredths)

$ 917

$ 1,019

^[15]

2.00%

3.00%

AAA (in hundredths)

1.00%

Other investment grade (in hundredths)

11.00%

Below investment grade or not rated (in hundredths)

88.00%

Other-than-temporary impairment losses recognized in earnings [Abstract]

$ 917

$ 1,019

Collateralized Mortgage Obligations Total [Member]

^[1]

13,888

13,394

246

271

^[1]

(57)

(59)

^[2]

(22)

(21)

(79)

(80)

14,055

13,585

Other-than-temporary impairment losses recognized in earnings [Abstract]

14,055

13,585

Mortgage Backed Securities Agency [Member]

^[1]

^[14]

15,142

15,721

^[14]

376

397

^[1],[14]

^[2],[14]

(152)

(135)

^[14]

(152)

(135)

^[14]

15,366

15,983

Other-than-temporary impairment losses recognized in earnings [Abstract]

^[14]

15,366

15,983

Mortgage Backed Securities Non Agency [Member]

^[1],[14]

667

735

^[1]

(54)

(46)

^[2]

(4)

(9)

(58)

(55)

Percent of Investment Securities Portfolio (in hundredths)

$ 610

$ 681

^[15]

2.00%

AAA (in hundredths)

0.00%

Other investment grade (in hundredths)

5.00%

6.00%

Below investment grade or not rated (in hundredths)

95.00%

94.00%

Other-than-temporary impairment losses recognized in earnings [Abstract]

$ 610

$ 681

Mortgage Backed Securities Total [Member]

^[1]

15,809

16,456

377

398

^[1]

(54)

(46)

^[2]

(156)

(144)

(210)

(190)

15,976

16,664

Other-than-temporary impairment losses recognized in earnings [Abstract]

15,976

16,664

Asset-backed Securities [Member]

^[1]

^[16]

10,405

9,901

^[16]

^[1],[16]

^[2],[16]

(5)

(4)

^[16]

(5)

(4)

^[16]

10,468

9,966

Other-than-temporary impairment losses recognized in earnings [Abstract]

^[16]

10,468

9,966

^[1],[16]

^[17]

537

563

^[17]

^[1],[17]

^[2],[17]

(6)

(7)

^[17]

(6)

(7)

^[17]

578

622

Other-than-temporary impairment losses recognized in earnings [Abstract]

^[17]

578

622

U.S. Agency debt obligations [Member]

^[1],[17]

^[18]

166

301

^[18]

^[1],[18]

^[2],[18]

^[18]

^[18]

177

314

Other-than-temporary impairment losses recognized in earnings [Abstract]

^[18]

177

314

U.S. Treasury debt obligations [Member]

^[1],[18]

^[10]

^[10]

^[10]

^[10]

^[10]

U.S. Agency debt obligations [Member]

^[10]

^[10]

^[10]

^[10]

^[10]

^[10]

Collateralized Mortgage Obligations Agency [Member]

^[10]

^[11]

1,931

1,253

^[11]

316

279

^[11]

2,247

1,532

^[11]

(7)

^[11]

(2)

(1)

Collateralized Mortgage Obligations Non Agency [Member]

^[11]

(9)

(8)

161

706

976

867

993

(8)

(62)

(72)

Collateralized Mortgage Obligations Total [Member]

(70)

(72)

2,092

1,270

1,022

1,255

3,114

2,525

(15)

(7)

(64)

(73)

Mortgage Backed Securities Agency [Member]

(79)

(80)

^[11]

5,206

5,318

^[11]

158

177

^[11]

5,364

5,495

^[11]

(149)

(134)

^[11]

(3)

(1)

Mortgage Backed Securities Non Agency [Member]

^[11]

(152)

(135)

548

590

587

618

(58)

(55)

Mortgage Backed Securities Total [Member]

(58)

(55)

5,245

5,346

706

767

5,951

6,113

(149)

(134)

(61)

(56)

Asset-backed Securities [Member]

(210)

(190)

953

1,411

990

1,444

(3)

(2)

(2)

(5)

(4)

122

300

186

380

(1)

(5)

(6)

Domestic credit card loans

$ (6)

$ (7)

[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]	The weighted-average yield is computed using the expected maturity of each security weighted based on the amortized cost of each security.
[4]	Investments with no stated maturities, which consist of equity securities, are included with contractual maturities due after 10 years.
[5]	The first quarter of 2010 includes $4 million of OTTI recorded on held to maturity negative amortization bonds.
[6]	We recognized $0 million and $19 million of OTTI losses on securities for which no portion of the OTTI losses remained in AOCI as of March 31, 2011, and 2010, respectively.
[7]	Net of tax benefit (expense) of $203 million and $102 million for the three months ended March 31, 2011 and 2010, respectively.
[8]	Net of tax benefit (expense) of $(30) million and $117 million for the three months ended March 31, 2011 and 2010, respectively.
[9]	Net of tax (benefit) expense of $(2) million and $(36) million for the three months ended March 31, 2011 and 2010, respectively.
[10]	Consists of debt securities issued by Fannie Mae and Freddie Mac.
[11]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.
[12]	Consists of commercial mortgage-backed securities issued by Freddie Mac.
[13]	Yields of tax-exempt securities are calculated on a fully taxable-equivalent (FTE) basis.
[14]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae with amortized costs of $16.4 billion, $8.4 billion and $3.2 billion, respectively, and fair values of $16.6 billion, $8.6 billion and $3.3 billion, respectively, as of March 31, 2011. The book value of Fannie Mae, Freddie Mac and Ginnie Mae investments exceeded 10% of our stockholders' equity as of March 31, 2011.
[15]	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.
[16]	Consists of securities collateralized by credit card loans, auto loans, auto dealer and floor plan inventory loans and leases, equipment loans and other. The distribution among these asset types was approximately 74.0% credit card loans, 9.8% auto dealer floor plan inventory loans and leases, 6.4% student loans, 6.3% auto loans, 2.0% equipment loans, and 1.5% of other loans as of March 31, 2011. In comparison, the distribution was approximately 77.8% credit card loans, 5.6% auto dealer floor plan inventory loans and leases, 7.2% student loans, 6.7% auto loans, 2.5% equipment loans and 0.2% home equity lines of credit as of December 31, 2010. Approximately 90.9% of the securities in our non-agency asset-backed security portfolio were rated AAA or its equivalent as of March 31, 2011, compared with 90.1% as of December 31, 2010. Also, includes commercial mortgage-backed securities issued by Freddie Mac with amortized costs of $89 million and fair values of $90 million as of March 31, 2011.
[17]	Consists of municipal securities and equity investments, primarily related to CRA activities.
[18]	Consists of debt securities issued by Fannie Mae and Freddie Mac with amortized costs of $165 million and $200 million, as of March 31, 2011 and December 31, 2010, respectively, and fair values of $176 million and $213 million, as of March 31, 2011 and December 31, 2010, respectively.

Loans, Portfolio Composition (Details) - USD ($)
$ in Millions

Mar. 31, 2011

Dec. 31, 2010

Credit Card business:

$ 47,465

$ 50,170

International credit card loans

8,730

7,513

Total credit card loans

56,195

57,683

Domestic installment loans

3,105

3,679

International installment loans

Total installment loans

3,110

3,688

59,305

61,371

Consumer Banking business:

18,342

17,867

^[1]

11,741

12,103

4,223

4,413

34,306

34,383

Commercial Banking business:

^{[2],[3],[4],[5]}

13,543

13,396

^[2],[3],[5]

10,758

10,484

^[2],[3],[5]

3,936

4,020

28,237

27,900

^[2],[3],[5]

1,780

1,842

^[2],[3],[5]

30,017

29,742

Other:

464

451

Construction loans and land development loans

124,092

125,947

$ 2,200

$ 2,400

[1]	Represents the top ten states in which we have the highest concentration of home loans.
[2]	Amounts based on total loans as of March 31, 2011 and December 31, 2010.
[3]	Criticized exposures correspond to the "Special Mention", "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.
[4]	Includes construction loans and land development loans totaling $2.2 billion as of March 31, 2011 and $2.4 billion as of December 31, 2010.
[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.

Loans, Credit Quality and Charge-Offs (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2011

Dec. 31, 2010

$ 50,570

$ 53,849

8,735

7,522

59,305

61,371

18,342

17,867

^[1]

11,741

12,103

4,223

4,413

34,306

34,383

^{[2],[3],[4],[5]}

13,543

13,396

^[2],[3],[5]

10,758

10,484

^[2],[3],[5]

3,936

4,020

28,237

27,900

^[2],[3],[5]

1,780

1,842

^[2],[3],[5]

30,017

29,742

Other:

464

451

$ 124,092

$ 125,947

Delinquent and Nonperforming Loans [Abstract]

^{[2],[3],[5],[6]}

100.00%

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)

Number of days for past due loans

90D

Charge-Offs [Abstract]

Number of days account is past due when credit card loans are charged-off (in days)

180D

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

Current [Member]

$ 48,756

$ 51,649

8,250

7,090

57,006

58,739

17,220

16,414

6,555

6,707

4,047

4,218

27,822

27,339

12,974

12,816

10,358

10,113

3,866

3,962

27,198

26,891

1,670

1,711

28,868

28,602

Other:

375

382

$ 114,071

$ 115,062

Thirty To Fifty Nine Days [Member]

91.90%

91.40%

$ 488

$ 558

149

132

637

690

780

952

875

1,048

118

185

177

253

251

Other:

$ 1,801

$ 2,008

Sixty To Eighty Nine Days [Member]

1.50%

1.60%

$ 381

$ 466

104

485

563

283

402

338

468

Other:

$ 900

$ 1,103

Greater Than Or Equal To Ninety Days [Member]

0.70%

0.90%

$ 945

$ 1,176

232

203

1,177

1,379

384

395

488

534

189

153

258

229

292

262

Other:

$ 2,005

$ 2,220

1.60%

1.70%

Total Past Due [Member]

$ 1,814

$ 2,200

485

432

2,299

2,632

1,122

1,453

490

504

1,701

2,050

330

302

107

507

449

110

131

617

580

Other:

$ 4,706

$ 5,331

3.80%

4.20%

$ 0

4,696

4,892

102

4,783

4,994

239

278

293

282

532

560

532

560

Other:

$ 5,315

$ 5,554

Greater Than Ninety Days And Accruing [Member]

4.30%

4.40%

^[7]

$ 945

$ 1,176

^[7]

232

203

^[7]

1,177

1,379

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

^[7]

Other:

^[7]

^[7]

$ 1,187

$ 1,398

Nonperforming Loans [Member]

^[7]

1.00%

1.10%

^[7]

$ 0

^[7]

^[7]

^[7]

^[7]

492

486

^[7]

^[7]

630

676

^[7]

339

276

^[7]

115

133

^[7]

^[7]

499

457

^[7]

^[7]

554

495

Other:

^[7]

^[7]

$ 1,242

$ 1,225

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[7]

1.00%

[1]	Represents the top ten states in which we have the highest concentration of home loans.
[2]	Amounts based on total loans as of March 31, 2011 and December 31, 2010.
[3]	Criticized exposures correspond to the "Special Mention", "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.
[4]	Includes construction loans and land development loans totaling $2.2 billion as of March 31, 2011 and $2.4 billion as of December 31, 2010.
[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

Mar. 31, 2011

Dec. 31, 2010

Mar. 31, 2010

$ 59,305

$ 61,371

^[1]

100.00%

Selected credit metrics: [Abstract]

^[2]

$ 2,299

$ 2,632

Percentage of 30 plus day performing delinquencies (in hundredths)

^[2]

$ 1,177

$ 1,379

^[1],[2]

3.88%

4.29%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[1],[2]

1.98%

2.25%

Net charge-offs: [Abstract]

Amount of Net charge-offs, Domestic card

$ 804

$ 1,519

Amount of Net charge-offs, International card

125

173

Percentage of Net charge-offs, Domestic card

^[3]

$ 929

$ 1,692

6.20%

10.18%

Percentage of Net charge-offs, International card

5.74%

8.83%

Percentage of Net charge-offs

^[1],[3]

6.13%

10.30%

California [Member]

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

$ 5,969

$ 6,242

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

10.10%

10.20%

Texas [Member]

$ 3,361

$ 3,633

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

5.70%

5.90%

New York [Member]

$ 3,416

$ 3,599

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

5.80%

Florida [Member]

$ 3,170

$ 3,298

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

5.30%

5.40%

Illinois [Member]

$ 2,272

$ 2,403

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

3.80%

3.90%

Pennsylvania [Member]

$ 2,220

$ 2,389

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

3.70%

3.90%

Ohio [Member]

$ 1,943

$ 2,109

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

3.30%

3.40%

New Jersey [Member]

$ 1,883

$ 1,971

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

3.20%

Michigan [Member]

$ 1,582

$ 1,716

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

2.70%

2.80%

Other States [Member]

$ 24,754

$ 26,489

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

41.70%

43.20%

Total Domestic [Member]

$ 50,570

$ 53,849

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

85.30%

87.70%

United Kingdom [Member]

$ 4,094

$ 4,102

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

^[1]

6.90%

6.70%

Canada [Member]

$ 4,641

$ 3,420

Total International [Member]

^[1]

7.80%

5.60%

Credit Card Risk Profile By Geographic Region And Delinquency Status [Line Items]

$ 8,735

$ 7,522

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

14.70%

12.30%

[1]	Percentages by geographic region within the domestic and international credit card portfolios are calculated based on the total held for investment credit card loans as of the end of the reported period.
[2]	Delinquency rates calculated by dividing delinquent credit card loans by the total balance of credit card loans held for investment as of the end of the reported period.
[3]	Calculated by dividing annualized net charge-offs by average credit card loans held for investment during the first quarter of 2011 and 2010.

Loans, Consumer Banking (Details) - USD ($)
$ in Millions

Mar. 31, 2011

Dec. 31, 2010

Mar. 31, 2010

$ 18,342

$ 17,867

^[1]

53.50%

52.00%

^[2]

$ 11,741

$ 12,103

^[1]

34.20%

35.20%

$ 4,223

$ 4,413

Percent of Total Consumer Banking (in hundredths)

^[1]

12.30%

12.80%

Total Consumer Banking

$ 34,306

$ 34,383

^[1]

100.00%

Consumer Banking Credit Performance [Line Items]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 1,701

$ 2,050

^[3]

4.96%

5.96%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 488

$ 534

^[3]

1.42%

1.54%

^[3]

$ 630

$ 676

^[3]

1.84%

1.97%

^[4]

$ 134

$ 195

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[4]

1.57%

2.03%

Louisiana [Member]

$ 1,345

$ 1,334

^[1]

3.90%

$ 1,839

$ 1,836

^[1]

5.40%

$ 1,676

$ 1,754

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

4.90%

5.10%

Texas [Member]

$ 3,330

$ 3,161

^[1]

9.70%

9.20%

$ 1,063

$ 1,125

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

3.10%

3.30%

New York [Member]

$ 894

^[1]

2.60%

$ 2,300

$ 2,381

^[1]

6.70%

6.90%

$ 898

$ 909

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

2.60%

California [Member]

$ 1,446

$ 1,412

^[1]

4.20%

4.10%

$ 2,261

$ 2,315

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

6.60%

6.70%

New Jersey [Member]

$ 657

$ 698

^[1]

1.90%

2.00%

$ 343

$ 357

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

1.00%

Maryland [Member]

$ 897

$ 938

^[1]

2.60%

2.70%

$ 79

$ 89

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

0.20%

0.30%

Florida [Member]

$ 969

$ 954

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

2.80%

Virginia [Member]

$ 789

$ 809

^[1]

2.30%

2.40%

$ 48

$ 52

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

0.20%

Georgia [Member]

$ 950

$ 908

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

2.80%

2.60%

Other States [Member]

$ 8,547

$ 8,361

^[1]

25.00%

24.30%

$ 2,998

$ 3,126

^[1]

8.70%

9.10%

$ 116

$ 127

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

0.30%

Illinois [Member]

$ 861

$ 843

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

2.50%

Non Pci Loans [Member]

$ 18,342

$ 17,867

^[1]

53.50%

52.00%

$ 7,045

$ 7,211

^[1]

20.50%

21.00%

$ 4,136

$ 4,311

Percent of Total Consumer Banking (in hundredths)

^[1]

12.10%

12.50%

Total Consumer Banking

$ 29,523

$ 29,389

^[1]

86.10%

85.50%

Non Pci Loans [Member] | Louisiana [Member]

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 1,345

$ 1,334

^[1]

3.90%

$ 1,837

$ 1,834

^[1]

5.40%

$ 1,676

$ 1,754

Non Pci Loans [Member] | Texas [Member]

^[1]

4.90%

5.10%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 3,330

$ 3,161

^[1]

9.70%

9.20%

$ 1,063

$ 1,125

Non Pci Loans [Member] | New York [Member]

^[1]

3.10%

3.30%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 894

^[1]

2.60%

$ 2,014

$ 2,092

^[1]

5.90%

6.10%

$ 898

$ 909

Non Pci Loans [Member] | California [Member]

^[1]

2.60%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 1,446

$ 1,412

^[1]

4.20%

4.10%

$ 933

$ 971

Non Pci Loans [Member] | New Jersey [Member]

^[1]

2.70%

2.80%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 396

$ 432

^[1]

1.10%

1.30%

$ 343

$ 357

Non Pci Loans [Member] | Maryland [Member]

^[1]

1.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 464

$ 485

^[1]

1.40%

$ 53

$ 58

Non Pci Loans [Member] | Florida [Member]

^[1]

0.20%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 969

$ 954

Non Pci Loans [Member] | Virginia [Member]

^[1]

2.80%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 213

$ 292

^[1]

0.60%

0.80%

$ 21

$ 35

Non Pci Loans [Member] | Georgia [Member]

^[1]

0.10%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 950

$ 908

Non Pci Loans [Member] | Other States [Member]

^[1]

2.80%

2.60%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 8,547

$ 8,361

^[1]

25.00%

24.30%

$ 1,188

$ 1,105

^[1]

3.40%

3.20%

$ 82

$ 73

Non Pci Loans [Member] | Illinois [Member]

^[1]

0.20%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 861

$ 843

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

^[1]

2.50%

Pci Loans [Member]

$ 0

^[1]

0.00%

$ 4,696

$ 4,892

^[1]

13.70%

14.20%

$ 87

$ 102

Percent of Total Consumer Banking (in hundredths)

^[1]

0.20%

0.30%

Total Consumer Banking

$ 4,783

$ 4,994

^[1]

13.90%

14.50%

Pci Loans [Member] | Louisiana [Member]

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

^[1]

0.00%

$ 2

^[1]

0.00%

$ 0

Pci Loans [Member] | Texas [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

^[1]

0.00%

$ 0

Pci Loans [Member] | New York [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

^[1]

0.00%

$ 286

$ 289

^[1]

0.80%

$ 0

Pci Loans [Member] | California [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

^[1]

0.00%

$ 1,328

$ 1,344

Pci Loans [Member] | New Jersey [Member]

^[1]

3.90%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 261

$ 266

^[1]

0.80%

0.70%

$ 0

Pci Loans [Member] | Maryland [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 433

$ 453

^[1]

1.20%

1.30%

$ 26

$ 31

Pci Loans [Member] | Florida [Member]

^[1]

0.00%

0.10%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

Pci Loans [Member] | Virginia [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 576

$ 517

^[1]

1.70%

1.60%

$ 27

$ 17

Pci Loans [Member] | Georgia [Member]

^[1]

0.10%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

Pci Loans [Member] | Other States [Member]

^[1]

0.00%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

^[1]

0.00%

$ 1,810

$ 2,021

^[1]

5.30%

5.90%

$ 34

$ 54

Pci Loans [Member] | Illinois [Member]

^[1]

0.10%

Consumer Risk Profile By Geographic Region Delinquency Status And Performing Status [Line Items]

$ 0

Consumer Banking Credit Performance [Line Items]

^[1]

0.00%

Auto [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 1,122

$ 1,453

^[3]

6.11%

8.13%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 59

$ 99

^[3]

0.32%

0.55%

^[3]

$ 59

$ 99

^[3]

0.32%

0.55%

^[4]

$ 89

$ 132

Consumer Banking Credit Performance [Line Items]

^[4]

1.98%

2.97%

Home loans [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 490

$ 504

^[3]

4.17%

4.16%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 384

$ 395

^[3]

3.27%

^[3]

$ 492

$ 486

^[3]

4.19%

4.01%

^[4]

$ 21

$ 36

Consumer Banking Credit Performance [Line Items]

^[4]

0.71%

0.94%

Retail Banking [Member]

Percentage of 30 plus day performing delinquencies (in hundredths)

^[3]

$ 89

$ 93

^[3]

2.11%

Percentage of 90 plus day performing delinquencies (in hundredths)

^[3]

$ 45

$ 40

^[3]

1.07%

0.91%

^[3]

$ 79

$ 91

^[3]

1.87%

2.07%

^[4]

$ 24

$ 27

^[4]

2.24%

2.11%

[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]	Represents the top ten states in which we have the highest concentration of home loans.
[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.
[4]	Calculated by dividing annualized net charge-offs by average credit card loans held for investment for the first quarter of 2011 and 2010.

Loans, Home Loans (Details) - USD ($)
$ in Millions

Mar. 31, 2011

Dec. 31, 2010

^[1]

$ 11,741

$ 12,103

^[1],[2]

100.00%

Fixed rate [Member]

^[1]

$ 3,691

$ 3,845

^[1],[2]

31.40%

31.80%

Adjustable rate [Member]

^[1]

$ 8,050

$ 8,258

^[1],[2]

68.60%

68.20%

First Lien [Member]

^[1]

$ 9,975

$ 10,252

^[1],[2]

85.00%

84.70%

Second Lien [Member]

^[1]

$ 1,766

$ 1,851

^[1],[2]

15.00%

15.30%

New York [Member]

^[1]

$ 2,300

$ 2,381

^[1],[2]

19.70%

California [Member]

^[1]

$ 2,261

$ 2,315

^[1],[2]

19.20%

19.10%

Louisiana [Member]

^[1]

$ 1,839

$ 1,836

^[1],[2]

15.60%

15.20%

Maryland [Member]

^[1]

$ 897

$ 938

^[1],[2]

7.60%

7.70%

Virginia [Member]

^[1]

$ 789

$ 809

^[1],[2]

6.70%

New Jersey [Member]

^[1]

$ 657

$ 698

^[1],[2]

5.60%

5.70%

Texas [Member]

^[1]

$ 536

$ 538

^[1],[2]

4.60%

4.50%

Florida [Member]

^[1]

$ 400

$ 426

District Of Columbia [Member]

^[1],[2]

3.40%

^[1]

$ 222

$ 231

^[1],[2]

1.90%

2.00%

Washington [Member]

^[1]

$ 172

^[1],[2]

1.50%

Connecticut [Member]

^[1]

$ 166

$ 193

Other States Risk Profile [Member]

^[1],[2]

1.40%

1.60%

^[1]

$ 1,502

$ 1,738

Origination Year 2005 or Before [Member]

^[1],[2]

12.80%

14.40%

$ 6,490

$ 6,745

Origination Year 2006 [Member]

^[2]

55.20%

55.70%

$ 1,880

$ 1,947

Origination Year 2007 [Member]

^[2]

16.00%

$ 1,980

$ 2,068

Origination Year 2008 [Member]

^[2]

16.90%

17.10%

$ 637

$ 663

Origination Year 2009 [Member]

^[2]

5.40%

5.50%

$ 297

$ 307

Origination Year 2010 [Member]

^[2]

2.60%

$ 396

$ 373

Origination Year 2011 [Member]

^[2]

3.40%

3.10%

$ 61

^[2]

0.50%

Non Pci Loans [Member]

^[1]

$ 7,045

$ 7,211

Non Pci Loans [Member] | Fixed rate [Member]

^[1],[2]

60.00%

59.60%

^[1]

$ 3,578

$ 3,707

Non Pci Loans [Member] | Adjustable rate [Member]

^[1],[2]

30.50%

30.60%

^[1]

$ 3,467

$ 3,504

Non Pci Loans [Member] | First Lien [Member]

^[1],[2]

29.50%

29.00%

^[1]

$ 5,856

$ 5,696

Non Pci Loans [Member] | Second Lien [Member]

^[1],[2]

49.90%

47.10%

^[1]

$ 1,189

$ 1,515

Non Pci Loans [Member] | New York [Member]

^[1],[2]

10.10%

12.50%

^[1]

$ 2,014

$ 2,092

Non Pci Loans [Member] | California [Member]

^[1],[2]

17.20%

17.30%

^[1]

$ 933

$ 971

Non Pci Loans [Member] | Louisiana [Member]

^[1],[2]

7.90%

8.00%

^[1]

$ 1,837

$ 1,834

Non Pci Loans [Member] | Maryland [Member]

^[1],[2]

15.60%

15.20%

^[1]

$ 464

$ 485

Non Pci Loans [Member] | Virginia [Member]

^[1],[2]

4.00%

^[1]

$ 213

$ 292

Non Pci Loans [Member] | New Jersey [Member]

^[1],[2]

1.80%

2.40%

^[1]

$ 396

$ 432

Non Pci Loans [Member] | Texas [Member]

^[1],[2]

3.40%

3.50%

^[1]

$ 506

$ 507

Non Pci Loans [Member] | Florida [Member]

^[1],[2]

4.30%

4.20%

^[1]

$ 132

$ 148

Non Pci Loans [Member] | District Of Columbia [Member]

^[1],[2]

1.10%

1.20%

^[1]

$ 78

$ 103

Non Pci Loans [Member] | Washington [Member]

^[1],[2]

0.70%

0.90%

^[1]

$ 72

Non Pci Loans [Member] | Connecticut [Member]

^[1],[2]

0.60%

^[1]

$ 91

$ 110

Non Pci Loans [Member] | Other States Risk Profile [Member]

^[1],[2]

0.80%

0.90%

^[1]

$ 309

$ 237

Non Pci Loans [Member] | Origination Year 2005 or Before [Member]

^[1],[2]

2.60%

2.00%

$ 4,690

$ 4,581

Non Pci Loans [Member] | Origination Year 2006 [Member]

^[2]

39.90%

37.90%

$ 786

$ 940

Non Pci Loans [Member] | Origination Year 2007 [Member]

^[2]

6.70%

7.70%

$ 534

$ 691

Non Pci Loans [Member] | Origination Year 2008 [Member]

^[2]

4.60%

5.70%

$ 290

$ 327

Non Pci Loans [Member] | Origination Year 2009 [Member]

^[2]

2.40%

2.70%

$ 288

$ 299

Non Pci Loans [Member] | Origination Year 2010 [Member]

^[2]

2.50%

$ 396

$ 373

Non Pci Loans [Member] | Origination Year 2011 [Member]

^[2]

3.40%

3.10%

$ 61

^[2]

0.50%

Pci Loans [Member]

^[1]

$ 4,696

$ 4,892

Pci Loans [Member] | Fixed rate [Member]

^[1],[2]

40.00%

40.40%

^[1]

$ 113

$ 138

Pci Loans [Member] | Adjustable rate [Member]

^[1],[2]

0.90%

1.20%

^[1]

$ 4,583

$ 4,754

Pci Loans [Member] | First Lien [Member]

^[1],[2]

39.10%

39.20%

^[1]

$ 4,119

$ 4,556

Pci Loans [Member] | Second Lien [Member]

^[1],[2]

35.10%

37.60%

^[1]

$ 577

$ 336

Pci Loans [Member] | New York [Member]

^[1],[2]

4.90%

2.80%

^[1]

$ 286

$ 289

Pci Loans [Member] | California [Member]

^[1],[2]

2.50%

2.40%

^[1]

$ 1,328

$ 1,344

Pci Loans [Member] | Louisiana [Member]

^[1],[2]

11.30%

11.10%

^[1]

$ 2

Pci Loans [Member] | Maryland [Member]

^[1],[2]

0.00%

^[1]

$ 433

$ 453

Pci Loans [Member] | Virginia [Member]

^[1],[2]

3.60%

3.70%

^[1]

$ 576

$ 517

Pci Loans [Member] | New Jersey [Member]

^[1],[2]

4.90%

4.30%

^[1]

$ 261

$ 266

Pci Loans [Member] | Texas [Member]

^[1],[2]

2.20%

^[1]

$ 30

$ 31

Pci Loans [Member] | Florida [Member]

^[1],[2]

0.30%

^[1]

$ 268

$ 278

Pci Loans [Member] | District Of Columbia [Member]

^[1],[2]

2.30%

2.20%

^[1]

$ 144

$ 128

Pci Loans [Member] | Washington [Member]

^[1],[2]

1.20%

1.10%

^[1]

$ 100

Pci Loans [Member] | Connecticut [Member]

^[1],[2]

0.90%

^[1]

$ 75

$ 83

Pci Loans [Member] | Other States Risk Profile [Member]

^[1],[2]

0.60%

0.70%

^[1]

$ 1,193

$ 1,501

Pci Loans [Member] | Origination Year 2005 or Before [Member]

^[1],[2]

1020.00%

12.40%

$ 1,800

$ 2,164

Pci Loans [Member] | Origination Year 2006 [Member]

^[2]

15.30%

17.80%

$ 1,094

$ 1,007

Pci Loans [Member] | Origination Year 2007 [Member]

^[2]

9.30%

8.30%

$ 1,446

$ 1,377

Pci Loans [Member] | Origination Year 2008 [Member]

^[2]

12.30%

11.40%

$ 347

$ 336

Pci Loans [Member] | Origination Year 2009 [Member]

^[2]

3.00%

2.80%

$ 9

$ 8

Pci Loans [Member] | Origination Year 2010 [Member]

^[2]

0.10%

$ 0

Pci Loans [Member] | Origination Year 2011 [Member]

^[2]

0.00%

$ 0

^[2]

0.00%

[1]	Represents the top ten states in which we have the highest concentration of home loans.
[2]	Percentages within each risk category calculated based on total held for investment home loans.

Loans, Commercial Banking (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2011

Dec. 31, 2010

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^{[1],[2],[3],[4]}

$ 13,543

$ 13,396

^{[1],[2],[4],[5]}

100.00%

^[1],[2],[4]

$ 10,758

$ 10,484

^{[1],[2],[4],[5]}

100.00%

^[1],[2],[4]

$ 3,936

$ 4,020

^{[1],[2],[4],[5]}

100.00%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2],[4]

$ 1,780

$ 1,842

^{[1],[2],[4],[5]}

100.00%

^[1],[2],[4]

$ 30,017

$ 29,742

Minimum loan amount requiring annual review

^{[1],[2],[4],[5]}

100.00%

Commercial Banking [Abstract]

$ 1

Non-PCI Loans [Member]

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2],[4]

$ 13,304

$ 13,118

^{[1],[2],[4],[5]}

98.20%

98.00%

^[1],[2],[4]

$ 10,465

$ 10,202

^{[1],[2],[4],[5]}

97.30%

^[1],[2],[4]

$ 3,936

$ 4,020

^{[1],[2],[4],[5]}

100.00%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2],[4]

$ 1,780

$ 1,842

^{[1],[2],[4],[5]}

100.00%

^[1],[2],[4]

$ 29,485

$ 29,182

Non-PCI Loans [Member] | Noncriticized [Member]

^{[1],[2],[4],[5]}

98.20%

98.10%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 11,832

$ 11,611

^[1],[2],[5]

87.40%

86.70%

^[1],[2]

$ 9,699

$ 9,445

^[1],[2],[5]

90.10%

^[1],[2]

$ 3,819

$ 3,897

^[1],[2],[5]

97.00%

96.90%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 1,658

$ 1,710

^[1],[2],[5]

93.10%

92.80%

^[1],[2]

$ 27,008

$ 26,663

Non-PCI Loans [Member] | Criticized Performing [Member]

^[1],[2],[5]

90.00%

89.60%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 1,133

$ 1,231

^[1],[2],[5]

8.30%

9.20%

^[1],[2]

$ 651

$ 624

^[1],[2],[5]

6.10%

6.00%

^[1],[2]

$ 73

$ 75

^[1],[2],[5]

1.90%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 67

$ 95

^[1],[2],[5]

3.80%

5.20%

^[1],[2]

$ 1,924

$ 2,025

Non-PCI Loans [Member] | Criticized Nonperforming [Member]

^[1],[2],[5]

6.40%

6.80%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 339

$ 276

^[1],[2],[5]

2.50%

2.10%

^[1],[2]

$ 115

$ 133

^[1],[2],[5]

1.10%

1.20%

^[1],[2]

$ 44

$ 48

^[1],[2],[5]

1.10%

1.20%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 55

$ 37

^[1],[2],[5]

3.10%

2.00%

^[1],[2]

$ 553

$ 494

Non-PCI Loans [Member] | Northeast [Member]

^[1],[2],[5]

1.80%

1.70%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[4]

$ 10,909

$ 10,849

^[1],[4],[5]

80.60%

81.00%

^[1],[4]

$ 3,300

$ 3,240

^[1],[4],[5]

30.70%

30.90%

^[1],[4]

$ 1,502

$ 1,548

^[1],[4],[5]

38.20%

38.50%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[4]

$ 1,097

$ 1,137

^[1],[4],[5]

61.60%

61.70%

^[1],[4]

$ 16,808

$ 16,774

Non-PCI Loans [Member] | Mid Atlantic [Member]

^[1],[4],[5]

56.00%

56.40%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[4]

$ 825

$ 720

^[1],[4],[5]

6.10%

5.40%

^[1],[4]

$ 910

$ 960

^[1],[4],[5]

8.50%

9.20%

^[1],[4]

$ 192

$ 185

^[1],[4],[5]

4.90%

4.60%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[4]

$ 69

$ 71

^[1],[4],[5]

3.90%

^[1],[4]

$ 1,996

$ 1,936

Non-PCI Loans [Member] | South [Member]

^[1],[4],[5]

6.60%

6.50%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[4]

$ 1,313

$ 1,315

^[1],[4],[5]

9.70%

9.80%

^[1],[4]

$ 5,715

$ 5,191

^[1],[4],[5]

53.10%

49.50%

^[1],[4]

$ 713

$ 733

^[1],[4],[5]

18.10%

18.20%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[4]

$ 112

$ 119

^[1],[4],[5]

6.30%

6.50%

^[1],[4]

$ 7,853

$ 7,358

Non-PCI Loans [Member] | Other States [Member]

^[1],[4],[5]

26.20%

24.70%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[4]

$ 257

$ 234

^[1],[4],[5]

1.80%

^[1],[4]

$ 540

$ 811

^[1],[4],[5]

5.00%

7.70%

^[1],[4]

$ 1,529

$ 1,554

^[1],[4],[5]

38.80%

38.70%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[4]

$ 502

$ 515

^[1],[4],[5]

28.20%

27.90%

^[1],[4]

$ 2,828

$ 3,114

^[1],[4],[5]

9.40%

10.50%

PCI Loans [Member]

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 239

$ 278

^[1],[2],[5]

1.80%

2.00%

^[1],[2]

$ 293

$ 282

^[1],[2],[5]

2.70%

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

^[1],[2]

$ 532

$ 560

PCI Loans [Member] | Noncriticized [Member]

^[1],[2],[5]

1.80%

1.90%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 153

$ 186

^[1],[2],[5]

1.10%

1.30%

^[1],[2]

$ 238

$ 235

^[1],[2],[5]

2.20%

2.30%

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

^[1],[2]

$ 391

$ 421

PCI Loans [Member] | Criticized Performing [Member]

^[1],[2],[5]

1.30%

1.40%

Percent of Total Commercial and Multifamily Real Estate (in hundredths)

^[1],[2]

$ 86

$ 92

^[1],[2],[5]

0.70%

^[1],[2]

$ 55

$ 47

^[1],[2],[5]

0.50%

0.40%

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

Percent of Total Small-ticket Commercial Real Estate (in hundredths)

^[1],[2]

$ 0

^[1],[2],[5]

0.00%

^[1],[2]

$ 141

$ 139

Loans Acquired In Acquisition [Line Items]

^[1],[2],[5]

0.50%

[1]	Amounts based on total loans as of March 31, 2011 and December 31, 2010.
[2]	Criticized exposures correspond to the "Special Mention", "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.
[3]	Includes construction loans and land development loans totaling $2.2 billion as of March 31, 2011 and $2.4 billion as of December 31, 2010.
[4]	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.
[5]	Percentages calculated based on total held for investment commercial loans in each respective loan category as of the end of the reported period.

Loans, Impaired Loans and Commitments (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2010
Troubled Debt Restructurings [Abstract]
Troubled debt restructurings included in impaired loans	$ 1,200	$ 1,100
Impaired Loans [Line Items]
With an Allowance	1,147	1,075
Without an Allowance	482	435
Total Recorded Investment	1,629	1,510
Related Allowance	415	403
Net Recorded Investment	1,214	1,107
Unpaid Principal Balance	1,760	1,688
Average Recorded Investment	1,569	1,416
Interest Income Recognized	21	84
Domestic Credit Card [Member]
Impaired Loans [Line Items]
With an Allowance	745	753
Without an Allowance	0	0
Total Recorded Investment	745	753
Related Allowance	268	253
Net Recorded Investment	477	500
Unpaid Principal Balance	725	739
Average Recorded Investment	749	644
Interest Income Recognized	19	76
International Credit Card [Member]
Impaired Loans [Line Items]
With an Allowance	186	160
Without an Allowance	0	0
Total Recorded Investment	186	160
Related Allowance	113	133
Net Recorded Investment	73	27
Unpaid Principal Balance	179	154
Average Recorded Investment	173	128
Interest Income Recognized	0	0
Total credit card [Member]
Impaired Loans [Line Items]
With an Allowance	931	913
Without an Allowance	0	0
Total Recorded Investment	931	913
Related Allowance	381	386
Net Recorded Investment	550	527
Unpaid Principal Balance	904	893
Average Recorded Investment	922	772
Interest Income Recognized	19	76
Auto [Member]
Impaired Loans [Line Items]
With an Allowance	5	0
Without an Allowance	0	0
Total Recorded Investment	5	0
Related Allowance	2	0
Net Recorded Investment	3	0
Unpaid Principal Balance	5	0
Average Recorded Investment	2	0
Interest Income Recognized	0	0
Home loans [Member]
Impaired Loans [Line Items]
With an Allowance	62	57
Without an Allowance	0	0
Total Recorded Investment	62	57
Related Allowance	6	1
Net Recorded Investment	56	56
Unpaid Principal Balance	62	57
Average Recorded Investment	59	28
Interest Income Recognized	1	1
Retail Banking [Member]
Impaired Loans [Line Items]
With an Allowance	17	23
Without an Allowance	23	17
Total Recorded Investment	40	40
Related Allowance	1	1
Net Recorded Investment	39	39
Unpaid Principal Balance	43	51
Average Recorded Investment	41	46
Interest Income Recognized	0	1
Total Consumer [Member]
Impaired Loans [Line Items]
With an Allowance	84	80
Without an Allowance	23	17
Total Recorded Investment	107	97
Related Allowance	9	2
Net Recorded Investment	98	95
Unpaid Principal Balance	110	108
Average Recorded Investment	102	74
Interest Income Recognized	1	2
Commercial And Multifamily Real Estate [Member]
Impaired Loans [Line Items]
With an Allowance	53	40
Without an Allowance	336	283
Total Recorded Investment	389	323
Related Allowance	6	6
Net Recorded Investment	383	317
Unpaid Principal Balance	481	436
Average Recorded Investment	356	385
Interest Income Recognized	1	4
Middle Market [Member]
Impaired Loans [Line Items]
With an Allowance	13	25
Without an Allowance	100	95
Total Recorded Investment	113	120
Related Allowance	6	7
Net Recorded Investment	107	113
Unpaid Principal Balance	153	156
Average Recorded Investment	117	109
Interest Income Recognized	0	1
Specialty Lending [Member]
Impaired Loans [Line Items]
With an Allowance	0	1
Without an Allowance	22	20
Total Recorded Investment	22	21
Related Allowance	0	0
Net Recorded Investment	22	21
Unpaid Principal Balance	26	22
Average Recorded Investment	21	35
Interest Income Recognized	0	0
Total Commercial Lending [Member]
Impaired Loans [Line Items]
With an Allowance	66	66
Without an Allowance	458	398
Total Recorded Investment	524	464
Related Allowance	12	13
Net Recorded Investment	512	451
Unpaid Principal Balance	660	614
Average Recorded Investment	494	529
Interest Income Recognized	1	5
Small Ticket Commercial Real Estate [Member]
Impaired Loans [Line Items]
With an Allowance	66	16
Without an Allowance	0	20
Total Recorded Investment	66	36
Related Allowance	13	2
Net Recorded Investment	53	34
Unpaid Principal Balance	85	73
Average Recorded Investment	51	41
Interest Income Recognized	0	1
Total Commercial [Member]
Impaired Loans [Line Items]
With an Allowance	132	82
Without an Allowance	458	418
Total Recorded Investment	590	500
Related Allowance	25	15
Net Recorded Investment	565	485
Unpaid Principal Balance	745	687
Average Recorded Investment	545	570
Interest Income Recognized	1	6
Other Loans [Member]
Impaired Loans [Line Items]
With an Allowance	0	0
Without an Allowance	1	0
Total Recorded Investment	1	0
Related Allowance	0	0
Net Recorded Investment	1	0
Unpaid Principal Balance	1	0
Average Recorded Investment	0	0
Interest Income Recognized	0	0
Consumer Loan [Member]
Troubled Debt Restructurings [Abstract]
TDRs classified as performing loans	997	970
Commercial Loan [Member]
Troubled Debt Restructurings [Abstract]
TDRs classified as performing loans	$ 87	$ 79

Loans, Purchased Credit Impaired Loans and Commitments (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Dec. 31, 2010

Feb. 27, 2009

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

Outstanding Balance and Carrying Value of Acquired Loans [Abstract]

Contractual balance

$ 6,702

$ 7,054

Carrying value

5,315

5,554

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

2,012

$ 2,067

2,067

Accretion recognized in earnings

(114)

(405)

Reclassifications from nonaccretable difference for loans with improvement in expected cash flows

350

Accretable yield ending balance

1,898

2,012

Impairment charge related to acquired loans

Cumulative impairment recognized on PCI loans

Initial Fair Value and Accretable Yield of Acquired Loans [Abstract]

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

Unfunded Lending Commitments [Abstract]

Unused credit card lines available to our customers

189,100

161,500

Outstanding unfunded commitments to extend credit other than credit card lines

14,200

13,200

Reserve for unfunded loan commitments and letters of credit

107

Impaired Loans At Acquisition [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

5,294

5,546

Carrying value

4,000

4,165

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

1,754

1,742

Accretion recognized in earnings

(96)

(299)

Reclassifications from nonaccretable difference for loans with improvement in expected cash flows

311

Accretable yield ending balance

1,658

1,754

Non Impaired Loans At Acquisition [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

1,408

1,508

Carrying value

1,315

1,389

Changes in Accretable Yield of Acquired Loans [Abstract]

Accretable yield beginning balance

258

$ 325

325

Accretion recognized in earnings

(18)

(106)

Reclassifications from nonaccretable difference for loans with improvement in expected cash flows

Accretable yield ending balance

$ 240

$ 258

[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

3 Months Ended

Mar. 31, 2011

Dec. 31, 2010

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

$ 5,628

534

(1,580)

435

(1,145)

^[1]

Foreign currency translation adjustments

5,067

Unfunded lending reserve

Allowance for loan and lease losses by impairment methodology:

$ 4,611

$ 5,192

415

403

Held-for-investment loans by impairment methodology:

5,628

5,067

5,628

117,148

118,883

1,629

1,510

5,315

5,554

Allowance as a percentage of period-end held-for-investment loans

$ 124,092

$ 125,947

4.08%

4.47%

Number of components that are allocated to cover the estimated probable losses in each loan portfolio

Credit Card [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

4,041

450

(1,285)

356

(929)

^[1]

Allowance for loan and lease losses by impairment methodology:

3,576

$ 3,195

$ 3,655

381

386

Held-for-investment loans by impairment methodology:

4,041

3,576

4,041

58,374

60,458

931

913

Allowance as a percentage of period-end held-for-investment loans

$ 59,305

$ 61,371

6.03%

6.58%

Consumer Auto [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

353

(141)

(89)

^[1]

Allowance for loan and lease losses by impairment methodology:

318

$ 316

$ 353

Held-for-investment loans by impairment methodology:

353

318

353

18,337

17,867

Allowance as a percentage of period-end held-for-investment loans

$ 18,342

$ 17,867

1.73%

1.98%

Consumer Home Loan [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

112

(32)

(21)

^[1]

Allowance for loan and lease losses by impairment methodology:

119

$ 77

$ 81

Held-for-investment loans by impairment methodology:

112

119

112

6,983

7,154

4,696

4,892

Allowance as a percentage of period-end held-for-investment loans

$ 11,741

$ 12,103

1.01%

0.93%

Consumer Retail Banking [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

210

(31)

(24)

^[1]

Allowance for loan and lease losses by impairment methodology:

204

$ 201

$ 209

Held-for-investment loans by impairment methodology:

210

204

210

4,096

4,271

102

Allowance as a percentage of period-end held-for-investment loans

$ 4,223

$ 4,413

4.83%

4.76%

Total Consumer [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

675

(204)

(134)

^[1]

Allowance for loan and lease losses by impairment methodology:

641

$ 594

$ 643

Held-for-investment loans by impairment methodology:

675

641

675

29,416

29,292

107

4,783

4,994

Allowance as a percentage of period-end held-for-investment loans

$ 34,306

$ 34,383

1.87%

1.96%

Commercial [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

826

(15)

(67)

(59)

^[1]

Allowance for loan and lease losses by impairment methodology:

782

$ 754

$ 808

Held-for-investment loans by impairment methodology:

826

782

826

28,895

28,682

590

500

532

560

Allowance as a percentage of period-end held-for-investment loans

$ 30,017

$ 29,742

2.61%

2.78%

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

^[2]

^[2]

Charge-offs

^[2]

(24)

Recoveries

^[2]

Net charge-offs

^[2]

(23)

Other changes

^[1],[2]

Allowance for loan and lease losses by impairment methodology:

$ 68

$ 86

Held-for-investment loans by impairment methodology:

^[2]

463

451

Allowance as a percentage of period-end held-for-investment loans

$ 464

$ 451

14.66%

19.07%

Unfunded Lending Reserve Commercial [Member]

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

107

^[1]

(36)

Allowance for loan and lease losses by impairment methodology:

Combined Allowance & Unfunded Reserve [Member]

107

$ 71

$ 107

Loan Lease Allowance For Credit Losses Loan Activity And Report By Impairment Methodology [Line Items]

5,735

534

(1,580)

435

(1,145)

^[1]

Allowance for loan and lease losses by impairment methodology:

5,138

$ 5,735

$ 5,138

$ 5,735

[1]	Includes foreign exchange translation adjustments of $14 million and unfunded lending reserve of $36 million.
[2]	Other consists of our discontinued GreenPoint mortgage operations loan portfolio and our community redevelopment loan portfolio.

VARIABLE INTEREST ENTITIES AND SECURITIZATIONS (Details)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2011

USD ($)

Mar. 31, 2010

USD ($)

Dec. 31, 2010

USD ($)

$ 51,702

$ 55,906

24,883

27,204

2,137

2,035

^[1]

334

344

^[2]

Option ARM Loan Securitizations [Abstract]

^[3]

2,256

2,158

Option ARM mortgage loan securitization debt securities

3,500

3,700

GreenPoint Mortgage HELOCs [Abstract]

Funded HELOC advances

Unfunded commitment on residual interests on trusts

GreenPoint Mortgage Manufactured Housing [Abstract]

Letters of credit funded amount

178

183

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

Clean-up call exposure on manufactured housing securitization transactions

420

Accounts receivable from securitizations [Abstract]

Interest-only strip classified as trading

Retained interests classified as trading: [Abstract]

Retained notes

Cash collateral

Investor accrued interest receivable

Total retained interests classified as trading

Retained notes classified as available for sale

Other retained interests

Total accounts receivable from securitizations

112

120

Gain of loss in earnings from changes in the fair value of retained interests [Abstract]

Interest only strip valuation changes

(3)

$ 4

^[4]

Fair value adjustments related to spread accounts

^[4]

Fair value adjustments related to investors' accrued interest receivable

^[4]

Fair value adjustments related to retained subordinated notes

^[4]

Total income statement impact

$ 27

^[4]

Key assumptions and sensitivities for retained interest valuations [Abstract]

Securitization shock rate - low (in hundredths)

10.00%

Securitization shock rate - high (in hundredths)

20.00%

Interest-only strip retained interests

^[5]

$ 130

$ 136

Weighted average life for receivables (months)

Principal repayment rate [Abstract]

Principal repayment rate (weighted average rate), lower end (in hundredths)

15.20%

16.30%

Principal repayment rate (weighted average rate), upper end (in hundredths)

17.30%

18.10%

Impact on fair value of 10% adverse change

$ 6

$ 2

Impact on fair value of 20% adverse change

$ (5)

$ (6)

Discount rate [Abstract]

Discount rate (weighted average rate), lower end (in hundredths)

25.10%

25.20%

Discount rate (weighted average rate), upper end (in hundredths)

42.20%

Impact on fair value of 10% adverse change

$ (7)

Impact on fair value of 20% adverse change

(14)

Liquidity swap related to negative amortization bonds

$ 18

Servicing fee rate range - lower end (in hundredths)

0.50%

Servicing fee rate range - upper end (in hundredths)

4.00%

Servicing fees received

$ 3

Cash flows received on retained interests

^[6]

Supplemental loan information [Abstract]

Net credit losses

Total principal amount of loans

1,359

1,396

Principal amount of loans past due 90 days or more

261

$ 257

Affordable Housing Entities [Abstract]

Balance of Affordable Housing Entities Assets and Liabilities Unconsolidated

7,900

7,500

Other [Abstract]

Carrying Amount of Other VIE Assets and Liabilities

374

395

Securitized VIE's [Member]

51,464

55,676

24,883

27,204

183

174

^[1]

^[2]

Securitized VIE's [Member] | Credit Card Securitizations [Member]

^[3]

302

297

50,102

53,694

23,809

25,622

^[1]

^[2]

Securitized VIE's [Member] | Auto Securitizations [Member]

^[3]

1,219

1,784

1,036

1,518

^[1]

^[2]

Securitized VIE's [Member] | Mortgage Securitizations [Member]

^[3]

^[1]

183

174

^[2]

Securitized VIE's [Member] | Other Securitizations [Member]

^[3]

302

297

143

198

^[1]

^[2]

Unsecuritized VIE's [Member]

^[3]

238

230

1,954

1,861

^[1]

299

307

^[2]

Unsecuritized VIE's [Member] | Affordable Housing Entities [Member]

^[3]

1,954

1,861

1,782

1,681

^[1]

296

304

^[2]

Unsecuritized VIE's [Member] | Entities That Provide Capital To Low Income And Rural Communities [Member]

^[3]

1,782

1,681

238

230

^[1]

^[2]

Unsecuritized VIE's [Member] | Other Variable Interest Entities [Member]

^[3]

166

174

^[1]

^[2]

Non Mortgage [Member] | Credit Card [Member]

^[3]

166

174

Information On Securitization Programs [Line Items]

23,596

25,415

47,744

52,355

$ 82

$ 77

Yes

Yes

Non Mortgage [Member] | Auto Loan [Member]

Information On Securitization Programs [Line Items]

$ 981

$ 1,453

1,021

1,528

$ 106

$ 147

Yes

Yes

Non Mortgage [Member] | Other Loan [Member]

Information On Securitization Programs [Line Items]

$ 25

$ 48

143

191

$ 0

Yes

Yes

Mortgage backed securities [Member] | Option Arm [Member]

Information On Securitization Programs [Line Items]

$ 3,532

$ 3,690

3,651

3,813

$ 8

Yes

^[7]

Yes

Mortgage backed securities [Member] | Gpm Helocs [Member]

Information On Securitization Programs [Line Items]

$ 263

$ 284

263

284

$ 0

Yes

^[7]

Yes

Mortgage backed securities [Member] | Gpm Mfh [Member]

^[8]

Yes

Information On Securitization Programs [Line Items]

$ 1,350

$ 1,501

1,357

1,393

$ 178

$ 183

Yes

^[9]

Components of Goodwill and Other Intangible Assets [Abstract]

[1]	The carrying amount of assets of unconsolidated securitization-related VIEs consists of retained interests and letters of credit related to manufactured housing securitizations. Mortgage servicing rights related to unconsolidated VIEs are reported on our consolidated balance sheets under goodwill and other intangible assets. See "Note 8-Goodwill and Other Intangible Assets" for additional information on our mortgage servicing rights. Other retained interests are reported on our consolidated balance sheets under accounts receivable from securitizations.
[2]	The carrying amount of liabilities of unconsolidated securitization-related VIEs consists of obligations to fund negative amortization bonds associated with the securitization of option-adjustable rate mortgage loans ("option-ARMs") 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 our assets in the VIE become worthless and we were required to meet our maximum remaining funding obligations.
[4]	2010 includes 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.
[5]	Does not include liquidity swap related to the negative amortization bonds of $18 million as of March 31, 2011 and $19 million at December 31, 2010.
[6]	Includes all cash receipts of excess spread and other payments (excluding servicing fees) from the program.
[7]	We continue to service some of the outstanding balance of securitized mortgage receivables.
[8]	See information below regarding on-going involvement in the GreenPoint Home Equity Line of Credit ("HELOC") securitizations.
[9]	The manufactured housing securitizations are serviced by a third party. For two of the deals, that third party works in the capacity of subservicer with Capital One being the Master Servicer.

GOODWILL AND OTHER INTANGIBLE ASSETS (Details)
$ in Millions

3 Months Ended

Mar. 31, 2011

USD ($)

Mar. 31, 2010

USD ($)

Mar. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

Mar. 31, 2010

USD ($)

Mar. 31, 2009

USD ($)

$ 13,597

$ 13,591

Total goodwill and other intangible assets

759

733

14,356

14,324

144

$ 240

144

141

$ 230

Goodwill associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company

Fair value of the net assets acquired in the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company

1,400

1,780

1,709

(1,023)

(976)

Intangible amortization expense

759

733

$ 58

Weighted average amortization period for all purchase accounting intangibles (in years)

7.1

2011 (remaining nine months)

$ 161

181

145

111

759

13,591

Intangible assets associated with the Chevy Chase Bank acquisition

13,597

$ 278

Mortgage Servicing Rights [Abstract]

Change in fair value, net

141

240

Originations

(1)

(13)

Ratio of mortgage servicing rights to related loans serviced for others

$ 144

$ 230

0.74%

0.86%

Weighted average service fee

0.28

Change in fair value due to run-off and cash collections

$ (4)

$ (10)

Change in fair value due to valuation input and assumption changes

$ 3

$ (2)

Assumptions Used In Estimating The Fair Value Of The MSR's [Abstract]

Weighted average prepayment rate (includes default rate) (in hundredths)

13.80%

15.92%

Weighted average life (in years)

6.10

5.57

Discount rate (in hundredths)

10.20%

11.64%

Sensitivity Analysis of Assumptions Used in Estimating Fair Value of MSR's [Abstract]

Change in the weighted average prepayment rate

10% and 20%

Fair value change due to a 10% change in weighted average prepayment rates

Fair value change due to a 20% change in weighted average prepayment rates

Change in servicing costs

10% and 20%

Fair value change due to a 10% change in servicing costs

Fair value change due to a 20% change in servicing costs

Aggregate unpaid principal balance

29,800

38,900

Serviced for other-than-company investors

19,800

$ 26,800

Core deposit intangibles [Member]

Components of Goodwill and Other Intangible Assets [Abstract]

605

650

1,562

(957)

(912)

$ 605

$ 650

Contract intangible [Member]

6.7

7.0

Components of Goodwill and Other Intangible Assets [Abstract]

^[1]

$ 67

$ 0

Intangible assets associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company

$ 70

^[2]

^[2]

(5)

^[2]

^[1]

$ 67

Lease intangibles [Member]

^[2]

6.8

Components of Goodwill and Other Intangible Assets [Abstract]

$ 25

(29)

(28)

$ 25

$ 26

Purchased credit card relationship intangible [Member]

21.4

21.7

Components of Goodwill and Other Intangible Assets [Abstract]

^[1]

$ 49

$ 42

Intangible assets associated with the acquisition of the private-label credit card portfolio and related assets and assumed liabilities of Hudson's Bay Company

^[3]

^[3]

(9)

(5)

^[3]

^[1]

$ 49

$ 42

Trust intangibles [Member]

^[3]

5.6

6.1

Components of Goodwill and Other Intangible Assets [Abstract]

$ 5

$ 6

(6)

(5)

$ 5

$ 6

Other Intangibles [Member]

12.6

12.9

Components of Goodwill and Other Intangible Assets [Abstract]

$ 8

$ 9

(17)

(26)

$ 8

$ 9

Components of Goodwill and Other Intangible Assets [Abstract]

3.0

3.3

Credit Card [Member]

4,690

$ 4,696

$ 4,690

4,690

Components of Goodwill and Other Intangible Assets [Abstract]

4,696

Consumer [Member]

4,583

4,583

Components of Goodwill and Other Intangible Assets [Abstract]

4,583

Commercial [Member]

4,318

$ 4,318

4,318

Interest-bearing deposits represented by large denomination certificates of $100,000 or more

$ 4,318

[1]	Relates to the acquisition of the HBC portfolio in the first quarter of 2011 and the acquired Sony Card portfolio in the third quarter of 2010.
[2]	Relates to the acquisition of the existing HBC credit card portfolio in the first quarter of 2011.
[3]	Relates to the acquisitions of the existing HBC credit card portfolio in the first quarter of 2011 and the existing Sony Card portfolio in the third quarter of 2010.

DEPOSITS AND BORROWINGS (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Dec. 31, 2010

Dec. 31, 2009

Borrowings [Abstract]

$ 6,100

$ 6,500

Number of years after filing that shelf registration statement expires

Federal Home Loan Bank Stock

$ 269

269

Securitized Debt Obligations [Abstract]

Increase in assets due to new consolidation guidance

$ 41,900

Increase in securitized debt obligations due to new consolidation guidance

$ 44,300

Fair value adjustments to securitized debt obligations

Senior and Subordinated Debt [Abstract]

Fair value adjustments to senior and subordinated notes

472

578

Amount of two senior notes that matured during the year

671

Senior and Subordinated Global Bank Notes outstanding

813

820

Deposits:

Non-interest bearing deposits

16,349

15,048

Interest-bearing deposits

109,097

107,162

Total customer deposits

125,446

122,210

Short-term borrowings:

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

1,970

1,517

Other short-term borrowings

Total short-term borrowings

1,970

1,524

Long-term debt:

Unsecured subordinated debt

24,506

26,836

^[1]

Senior and subordinated notes:

Unsecured senior debt

4,829

4,883

3,716

3,767

Total senior and subordinated notes

8,545

8,650

Other long-term borrowings:

Junior subordinated debt

3,641

3,642

FHLB advances

1,135

1,144

Other long-term borrowings

4,776

4,786

Total long-term debt

37,827

40,272

Total short-term borrowings and long-term debt

39,797

$ 41,796

Interest Expense, Short-term borrowings:

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

$ 1

Total short-term borrowings

Interest Expense, Long-term debt:

Interest Expense, Senior and subordinated notes:

140

242

Unsecured senior debt

Unsecured subordinated debt

Total senior and subordinated notes

Interest Expense, Other long-term borrowings:

Junior subordinated debt

FHLB advances

Other long-term borrowings

Total long-term debt

289

402

Total short-term borrowings and long-term debt

$ 290

$ 403

[1]	Includes fair value hedges related to securitized debt of $79 million as of December 31, 2010, which was disclosed on the consolidated balance sheet in Other borrowings.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Dec. 31, 2010

Notional or Contractual Amount

^[1]

$ 50,221

$ 50,759

Fair value of derivatives - Assets

^[1]

1,159

1,319

Fair value of derivatives - Liabilities

^[1]

619

636

Net cumulative credit risk valuation adjustment related to derivative counterparties

Amount of income (expense) included in servicing and securitizations income

(1)

$ 11

Amount of expense included in non-interest income

Fair value interest rate contracts:

Gain (loss) recognized in earnings on hedged items

^[2]

(149)

151

^[2]

154

(134)

Net fair value hedge ineffectiveness gain

Derivatives not designated as accounting hedges:

Net derivatives gain recognized in earnings

Cash flow hedges, gain (loss) recorded in AOCI: [Abstract]

Interest rate contracts

^[3]

Net investment hedges, gain (loss) recognized in AOCI: [Abstract]

^[3]

(3)

Subtotal

^[3]

Net derivatives gain recognized in AOCI

^[3]

(1)

^[3]

Cash flow hedges, gain (loss) reclassified from AOCI into earnings: [Abstract]

Interest rate contracts

^[4]

(12)

(23)

Cash flow hedges, gain (loss) recognized in earnings due to ineffectiveness: [Abstract]

^[5]

(2)

Subtotal

(14)

(21)

Interest rate contracts

^[5]

Net investment hedges, gain (loss) reclassified from AOCI into earnings: [Abstract]

^[5]

Subtotal

Net derivatives loss recognized in earnings

^[3]

^[3]

(14)

(20)

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

$ 1

Maximum length of time over which forecasted transactions were hedged (in years)

Maximum credit exposure on credit default swap agreements

$ 26

Fair value of credit default swap agreements

Fair value of derivative instruments with credit-risk-related contingent features

Collateral posted for derivative instruments with credit-risk-related contingent features

247

229

Contingent collateral required upon credit rating falling below investment grade

Cash collateral from derivatives counterparties

505

668

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

16,697

17,001

Fair value of derivatives designated as accounting hedges - Assets

^[1]

610

747

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

6,935

8,585

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

133

151

Total interest rate contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

23,632

25,586

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

20,132

20,491

Fair value of derivatives designated as accounting hedges - Assets

^[1]

614

761

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

288

331

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

224

228

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

249

297

Cash Flow Foreign Exchange Contracts [Member]

Notional or contractual amount derivatives designated as accounting hedges

4,073

2,266

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives 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

4,126

2,318

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

1,456

1,384

Fair value of derivatives designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

252

214

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Total Derivatives Designated As Accounting Hedges [Member]

Notional or contractual amount derivatives designated as accounting hedges

27,758

27,904

Fair value of derivatives designated as accounting hedges - Assets

^[1]

617

766

Fair value of derivatives designated as accounting hedges - Liabilities

^[1]

309

255

Mortgage Servicing Rights Interest Rate Contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

575

625

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

^[1],[6]

13,082

12,287

Fair value of derivatives not designated as accounting hedges - Assets

^[1],[6]

254

282

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1],[6]

212

244

Other Interest Rate Exposures Interest Rate Contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

6,475

7,579

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Other Contracts [Member]

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

875

980

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

Total Derivatives Not Designated As Accounting Hedges [Member]

Notional or contractual amount derivatives not designated as accounting hedges

^[1]

22,463

22,855

Fair value of derivatives not designated as accounting hedges - Assets

^[1]

542

553

Fair value of derivatives not designated as accounting hedges - Liabilities

^[1]

$ 310

$ 381

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]

Derivatives not designated as accounting hedges:

Customer Accommodation Interest Rate Contracts [Member]

^[7]

$ (1)

(6)

Derivatives not designated as accounting hedges:

Other Interest Rate Exposures Interest Rate Contracts [Member]

^[2]

Derivatives not designated as accounting hedges:

Total interest rate contracts [Member]

^[2]

Derivatives not designated as accounting hedges:

Cash Flow Foreign Exchange Contracts [Member]

Derivatives not designated as accounting hedges:

Derivatives not designated as accounting hedges:

^[2]

(3)

Other Contracts [Member]

Accumulated Other Comprehensive Income [Abstract]

^[7]

$ (3)

$ 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 $15 million and $20 million as of March 31, 2011 and December 31, 2010, 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 $3 million of expense recognized in the first quarter of 2011, $1 million of expense was included in our consolidated statements of income in servicing and securitizations income and $2 million of expense was included in non-interest income. Of the $9 million of income recognized in the first quarter of 2010, $11 million was included in servicing and securitizations income offset by $3 million of expense included in non-interest income.

STOCKHOLDERS' EQUITY (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2011

Dec. 31, 2010

Stockholders' Equity [Abstract]

$ 109

$ 143

Net unrealized gains (losses) on securities

^[1]

283

333

Net unrecognized elements of defined benefit plans

(29)

Foreign currency translation adjustments

(36)

Unrealized losses on cash flow hedging instruments

(60)

(52)

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)

Total accumulated other comprehensive income (loss)

245

248

Unrealized losses not related to credit on other-than-temporarily impaired securities, net of income tax

111

105

Income tax expense on unrealized losses not related to credit on other-than-temporarily impaired securities

$ 72

$ 68

[1]

EARNINGS PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

3 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Numerator:

Loss from discontinued operations, net of tax

$ 1,032

$ 720

(16)

(84)

Net income

$ 1,016

$ 636

Denominator:

Denominator for basic earnings per share-Weighted-average shares (in shares)

454.0

451.0

Effect of dilutive securities:

Stock options (in shares)

^[1]

2.0

1.0

Contingently issuable shares (in shares)

^[1]

1.0

0.0

Restricted stock and units (in shares)

^[1]

3.0

Dilutive potential common shares (in shares)

6.0

4.0

Denominator for diluted earnings per share-Adjusted weighted-average shares (in shares)

460.0

455.0

Basic earnings per share

Income from continuing operations (in dollars per share)

$ 2.27

$ 1.59

Loss from discontinued operations (in dollars per share)

(0.03)

(0.18)

Net income per basic common share (in dollars per share)

2.24

1.41

Diluted earnings per share

Income from continuing operations (in dollars per share)

2.24

1.58

Loss from discontinued operations (in dollars per share)

(0.03)

(0.18)

Net income per diluted common share (in dollars per share)

$ 2.21

$ 1.40

Antidilutive awards, options or warrants excluded from the computation of diluted earnings per share (in shares)

9.6

30.7

[1]	Excluded from the computation of diluted earnings per share was 9.6 million and 30.7 million of awards, options or warrants, for the three months ended March 31, 2011 and 2010, respectively, because their inclusion would be antidilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2011

Mar. 31, 2010

Dec. 31, 2010

$ 41,566

$ 41,537

Derivative asset and liability non-performance risk

Restricted cash for securitization investors

2,556

1,602

Financial Liabilities

Fair value of financial guarantees

Level 1 [Member]

313

386

279

293

592

679

^[1],[2]

594

687

^[2]

^[1]

Level 2 [Member]

176

314

13,783

13,277

15,729

16,394

10,455

9,953

292

322

40,435

40,260

^[1],[2]

1,116

1,265

41,551

41,525

^[2]

577

575

^[1]

577

575

Level 3 [Member]

272

308

247

270

539

598

144

141

^[1],[2]

112

117

836

902

^[2]

^[1]

Assets/Liabilities at Fair Value [Member]

489

700

14,055

13,585

15,976

16,664

10,468

9,966

578

622

41,566

41,537

144

141

^[1],[2]

1,159

1,319

112

117

42,981

43,114

^[2]

619

636

^[1]

619

636

Carrying Amount [Member]

Assets

117

228

Cash and cash equivalents

7,971

5,249

Restricted cash for securitization investors

2,556

1,602

Securities available for sale

41,566

41,537

Net loans held for investment

117

228

119,025

120,319

Interest receivable

1,025

1,070

Accounts receivable from securitization

112

118

1,159

1,319

Non-interest bearing deposits

144

141

Financial Liabilities

16,349

15,048

Interest-bearing deposits

109,097

107,162

Senior and subordinated notes

8,545

8,650

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

24,506

26,915

1,970

1,517

Other borrowings

4,776

4,714

Interest payable

411

488

Estimated Fair Value [Member]

619

636

Assets

117

228

Cash and cash equivalents

7,971

5,249

Restricted cash for securitization investors

2,556

1,602

Securities available for sale

41,566

41,537

Net loans held for investment

117

228

121,944

124,117

Interest receivable

1,025

1,070

Accounts receivable from securitization

112

118

1,159

1,319

Non-interest bearing deposits

144

141

Financial Liabilities

16,349

15,048

Interest-bearing deposits

108,951

107,587

Senior and subordinated notes

9,100

9,236

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

24,703

26,943

1,970

1,517

Other borrowings

4,969

4,901

Interest payable

411

488

619

636

Level 1 [Member]

Assets

^[3]

Assets

115

206

126

Foreclosed assets

^[3]

181

249

353

599

115

206

Level 3 [Member]

Assets

Assets/Liabilities at Fair Value [Member]

159

^[3]

159

Assets

115

206

105

285

Foreclosed assets

^[3]

181

249

419

758

Total Gains/(Losses) [Member]

115

206

Assets

(3)

^[4]

(9)

(25)

^[4]

(151)

Foreclosed assets

^[3]

(30)

^[4]

(42)

^[4]

(8)

(58)

^[4]

(210)

Total Available For Sale Securities [Member]

(3)

^[4]

$ (9)

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

598

$ 1,506

^[5]

(6)

(20)

(15)

(38)

^[6]

315

^[6]

(608)

Mortgage Servicing Rights [Member]

539

1,254

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

141

240

^[5]

(3)

^[7]

(3)

(7)

(4)

^[6]

^[6]

Derivative Receivables [Member]

144

230

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[8]

440

^[5],[8]

(1)

^[8]

(1)

^[8]

^[8]

^[8]

^[8]

^[8]

^[8]

(7)

^[8]

(401)

^[8]

^[6]

^[8]

^[6]

Retained Interests in Securitizations [Member]

^[8]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[9]

120

3,945

^[5],[9]

(8)

^[9]

(8)

^[9]

^[9]

(1)

^[9]

^[9]

^[9]

^[9]

^[9]

(3,751)

^[9]

^[6]

^[9]

^[6]

Derivative Payables [Member]

^[9]

112

196

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[8]

^[5],[8]

(1)

^[8]

(1)

^[8]

^[8]

^[8]

^[8]

^[8]

^[8]

(3)

^[8]

^[8]

^[6]

^[8]

^[6]

U.S. Treasury and Agency [Member]

^[8]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[5]

^[6]

^[6]

Cmo Collateralized Mortgage Obligations Recurring Basis [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

308

982

^[5]

(22)

(10)

(15)

(21)

^[6]

113

^[6]

(289)

Mortgage backed securities [Member]

272

774

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

270

486

^[5]

(6)

(17)

^[6]

202

^[6]

(319)

Fair Value Measured On Recurring Basis Asset Backed Securities [Member]

247

371

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[5]

^[6]

^[6]

Other Securities [Member]

Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]

Total unrealized gains (losses) included in net income related to assets and liabilities still held as of March 31, 2011

^[5]

^[6]

^[6]

$ 7

$ 26

[1]	Does not reflect $15 million and $20 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of March 31, 2011 and December 31, 2010, 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]	Represents the fair value and related losses of foreclosed properties that were written down subsequent to their initial classification as foreclosed properties.
[4]	Represents the gains/losses recognized for the periods presented.
[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.
[6]	The transfer out of Level 3 for the first quarter of 2010 was primarily driven by greater consistency amongst multiple pricing sources. The transfer into Level 3 was primarily driven by less consistency amongst vendor pricing on individual securities for non-agency MBS.
[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)
$ in Millions

3 Months Ended

Mar. 31, 2011

USD ($)

Mar. 31, 2010

USD ($)

Dec. 31, 2010

USD ($)

$ 3,140

$ 3,228

942

1,061

4,082

4,289

534

1,478

2,116

1,795

Income (loss) from continuing operations before income taxes

2,162

1,847

1,386

964

354

244

1,032

720

124,092

$ 125,947

Provision for mortgage loan repurchase claims recognized as a component of non-interest income

125,446

122,210

$ 5

100

Number of reportable business segments

Credit Card [Member]

$ 1,941

2,113

674

718

2,615

2,831

450

1,175

1,178

914

Income (loss) from continuing operations before income taxes

1,178

914

987

742

344

253

643

489

59,305

61,371

Consumer Banking [Member]

983

896

186

316

1,169

1,212

705

650

Income (loss) from continuing operations before income taxes

740

688

334

474

119

169

215

305

34,306

34,383

Commercial Banking [Member]

86,355

82,959

321

312

392

354

(15)

238

166

178

Income (loss) from continuing operations before income taxes

177

192

230

(76)

(27)

148

(49)

30,017

29,742

24,244

22,630

^[1]

(105)

(91)

^[1]

(14)

^[1]

(94)

(105)

^[1]

^[1]

^[1]

Income (loss) from continuing operations before income taxes

^[1]

^[1]

(165)

(176)

^[1]

(191)

(151)

^[1]

(25)

464

451

14,847

$ 16,621

Total Managed [Member]

3,140

3,230

942

1,062

4,082

4,292

534

1,481

2,116

1,795

Income (loss) from continuing operations before income taxes

2,162

1,847

1,386

964

354

244

1,032

720

Reconciliation [Member]

^[2]

(2)

^[2]

(1)

^[2]

(3)

^[2]

(3)

^[2]

^[2]

Income (loss) from continuing operations before income taxes

^[2]

^[2]

^[2]

Original Principal Balance Of Mortgage Loans Originated And Sold To Third Party Investors [Line Items]

^[2]

$ 0

[1]

The improvement in income from continuing operations reported in the "Other" category for the three months ended March 31, 2011 compared to March 31, 2010, was primarily attributable to lower provision for mortgage loan repurchase losses recorded in the first quarter of 2011 of $5 million compared to $100 million in the first quarter of 2010.

[2]

COMMITMENTS, CONTINGENCIES AND GUARANTEES (Details)

3 Months Ended

12 Months Ended

Mar. 31, 2011

USD ($)

Mar. 31, 2010

USD ($)

Mar. 31, 2008

USD ($)

Dec. 31, 2010

USD ($)

Mar. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

Feb. 27, 2009

USD ($)

$ 44,000,000,000

$ 45,000,000,000

111,000,000,000

4,000,000,000

21,000,000,000

41,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into active insured securitizations

45,000,000,000

13,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into inactive insured securitizations

5,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into uninsured securitizations

39,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 to private investors

30,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 to private investors and in turn GSEs

10,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 into unknown current ownership

13,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 recognized as loss

12,000,000,000

Original principal balance of mortgage loans originated and sold by subsidiaries between 2005 and 2008 estimated unpaid 90 days

13,000,000,000

^[1]

$ 1,623,000,000

$ 1,015,000,000

^[1]

82,000,000

953,000,000

^[1]

(23,000,000)

(236,000,000)

^[2]

^[1]

(24,000,000)

(109,000,000)

^[2]

^[1]

Allocation Of Loss Contingency Reserve [Line Items]

^[1]

1,658,000,000

1,623,000,000

Reserve Liability

^[3]

816,000,000

238,000,000

816,000,000

846,000,000

816,000,000

Loans Sold 2005 to 2008

^[4]

111,000,000,000

Upper end of the range of possible loss for representation and warranty claims

1,100,000,000

Litigation [Abstract]

Minimum range of possible losses

75,000,000

Maximum range of possible losses

225,000,000

Reduction in Visa-related indemnification liabilities

$ 91,000,000

Fair value of indemnification guarantee to Visa

Letters of Credit [Abstract]

Contractual amounts of standby and commercial letters of credit

1,800,000,000

Fair value of guarantees outstanding

$ 3,000,000

Chevy Chase Bank Acquisition [Abstract]

Maximum payment under the earn-out

$ 300,000,000

Potential Mortgage Representation & Warranty Liabilities [Abstract]

Number of subsidiaries acquired that originated residential mortgage loans

Loss Contingency Accrual [Roll Forward]

Representation and warranty repurchase reserve, beginning of period

^[3]

816,000,000

238,000,000

Provision for repurchase losses

^[5]

44,000,000

224,000,000

636,000,000

Net realized losses

(14,000,000)

(8,000,000)

(58,000,000)

Representation and warranty repurchase reserve, end of period

^[3]

846,000,000

454,000,000

816,000,000

Change in Representation and Warranty Reserve [Abstract]

Provision for mortgage repurchase claims recognized as a component of non-interest income

5,000,000

100,000,000

Provision for mortgage repurchase claims recognized as a component of discontinued operations

39,000,000

124,000,000

Government Sponsored Enterprises [Member]

Original Principal Balance Of Mortgage Loans Originated And Sold To Third Party Investors [Line Items]

^[6]

$ 5,000,000,000

5,000,000,000

^[6]

11,000,000,000

^[6]

1,000,000,000

^[6]

4,000,000,000

^[6]

3,000,000,000

Insured Securitizations [Member]

^[6]

3,000,000,000

Original Principal Balance Of Mortgage Loans Originated And Sold To Third Party Investors [Line Items]

7,000,000,000

18,000,000,000

1,000,000,000

8,000,000,000

Uninsured Securitizations And Other Whole Loans Sales [Member]

9,000,000,000

Original Principal Balance Of Mortgage Loans Originated And Sold To Third Party Investors [Line Items]

32,000,000,000

33,000,000,000

82,000,000,000

3,000,000,000

16,000,000,000

30,000,000,000

Government Sponsored Enterprises [Member]

33,000,000,000

^[1]

126,000,000

61,000,000

^[1]

46,000,000

204,000,000

^[1]

(20,000,000)

(52,000,000)

^[2]

^[1]

(18,000,000)

(87,000,000)

^[2]

^[1]

7,000,000

Insured Securitizations [Member]

^[1]

141,000,000

126,000,000

^[1]

832,000,000

366,000,000

^[1]

645,000,000

^[1]

(179,000,000)

^[2]

^[1]

^[2]

^[1]

7,000,000

Uninsured Securitizations And Other Whole Loans Sales [Member]

^[1]

839,000,000

832,000,000

^[1]

665,000,000

$ 588,000,000

588,000,000

^[1]

36,000,000

104,000,000

^[1]

(3,000,000)

(5,000,000)

^[2]

^[1]

(6,000,000)

(22,000,000)

^[2]

^[1]

(14,000,000)