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$ 17,537

$ 13,774

$ 13,934

Investment securities

1,329

1,137

1,342

Securitized debt obligations

Total interest income

18,964

14,987

15,353

Interest expense:

Deposits

1,403

1,187

1,465

271

422

809

Senior and subordinated notes

345

300

276

Other borrowings

356

337

346

Total interest expense

2,375

2,246

2,896

Net interest income

16,589

12,741

12,457

Net interest income after provision for credit losses

4,415

2,360

3,907

12,174

10,381

8,550

Non-interest income:

Service charges and other customer-related fees

2,106

1,979

2,073

Interchange fees, net

1,647

1,318

1,340

Total other-than-temporary impairment losses

(38)

(131)

(128)

Less: Portion of other-than-temporary losses recorded in AOCI

^[1]

(14)

110

^[2]

Net other-than-temporary impairment losses recognized in earnings

(52)

(21)

(65)

Bargain purchase gain

594

Total non-interest income

512

262

366

4,807

3,538

3,714

Non-interest expense:

Salaries and associate benefits

3,876

3,023

2,594

Occupancy and equipment

1,327

1,025

1,001

Marketing

1,364

1,337

958

Professional services

1,270

1,198

919

Communications and data processing

778

681

693

Amortization of intangibles

609

222

220

Merger-related

336

Total non-interest expense

2,386

1,801

1,468

11,946

9,332

7,934

Income from continuing operations before income taxes

5,035

4,587

4,330

Income tax provision

1,301

1,334

1,280

Income from continuing operations, net of tax

3,734

3,253

3,050

Loss from discontinued operations, net of tax

(217)

(106)

(307)

Net income

3,517

3,147

2,743

Dividends and undistributed earnings allocated to participating securities

^[3]

(15)

(26)

Preferred stock dividends

(15)

Net income available to common stockholders

^[4]

$ 3,487

$ 3,121

$ 2,743

Basic earnings per common share:

Income from continuing operations

$ 6.60

$ 7.08

$ 6.74

Loss from discontinued operations

(0.39)

(0.23)

(0.67)

Net income per basic common share

6.21

6.85

6.07

Diluted earnings per common share:

Income from continuing operations

6.54

7.03

6.68

Loss from discontinued operations

(0.38)

(0.23)

(0.67)

Net income per diluted common share

^[4]

6.16

6.80

6.01

Dividends paid per common share

$ 0.20

[1]	In 2012, based on our ongoing OTTI assessments, we determined that the projected cash flows on certain acquired investment securities were less than their initial fair value at acquisition and the difference was therefore recognized in earnings.
[2]	We recognized $36 million of OTTI losses in earnings for securities sold during 2010.
[3]	Includes undistributed earnings allocated to participating securities using the two-class method under the accounting guidance for computing earnings per share.
[4]	Excluded from the computation of diluted earnings per share was 7 million, 30 million and 27 million of awards, options or warrants, during 2012, 2011 and 2010, respectively, because their inclusion would be anti-dilutive.

Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net income	$ 3,517	$ 3,147	$ 2,743
Other comprehensive income (loss) before taxes:
Net unrealized gains (losses) on securities available for sale	513	(54)	182
Other-than-temporary impairment not recognized in earnings	160	(65)	76
Net unrealized gains on cash flow hedges	120	44	13
Foreign currency translation adjustments	81	(13)	(10)
Other	(1)	(21)	0
Other comprehensive income (loss) before taxes	873	(109)	261
Income tax provision (benefit) related to other comprehensive income	303	(30)	80
Other comprehensive income (loss), net of tax	570	(79)	181
Total comprehensive income	$ 4,087	$ 3,068	$ 2,924

Consolidated Balance Sheets - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Cash and cash equivalents:

Cash and due from banks

$ 3,440

$ 2,097

Interest-bearing deposits with banks

7,617

3,399

Federal funds sold and securities purchased under agreements to resell

342

Total cash and cash equivalents

11,058

5,838

Restricted cash for securitization investors

428

791

Securities available for sale, at fair value

63,979

38,759

Loans held for investment:

Unsecuritized loans held for investment, at amortized cost

162,059

88,242

Restricted loans for securitization investors

43,830

47,650

Less: Allowance for loan and lease losses

205,889

135,892

(5,156)

(4,250)

Net loans held for investment

200,733

131,642

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

201

Premises and equipment, net

3,587

2,748

Interest receivable

1,694

1,029

13,904

^[1]

13,592

Non-interest bearing deposits

17,334

11,419

Total assets

312,918

206,019

Liabilities:

Interest payable

450

466

Customer deposits:

22,467

18,281

Interest bearing deposits

190,018

109,945

Total customer deposits

212,485

128,226

Securitized debt obligations

11,398

16,527

Other debt:

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

1,248

1,464

Senior and subordinated notes

12,686

11,034

Other borrowings

24,578

10,536

Total other debt

38,512

23,034

Other liabilities

9,574

8,100

Total liabilities

272,419

176,353

Commitments, contingencies and guarantees (see Note 21)

Stockholders' equity:

Preferred stock, par value $.01 per share; 50,000,000 shares authorized; 875,000 shares and zero shares issued and outstanding as of December 31, 2012 and 2011, respectively

Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 631,806,585 and 508,594,308 shares issued as of December 31, 2012 and 2011, respectively, and 582,207,133 and 459,947,217 shares outstanding as of December 31, 2012 and 2011, respectively

Additional paid-in capital, net

26,188

19,274

Retained earnings

16,853

13,462

Accumulated other comprehensive income

739

169

Less: Treasury stock, at cost; par value $.01 per share; 49,599,452 and 48,647,091 shares as of December 31, 2012 and 2011, respectively

(3,287)

(3,244)

Total stockholders' equity

40,499

29,666

Total liabilities and stockholders' equity

$ 312,918

$ 206,019

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2012	Dec. 31, 2011
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	875,000	0
Preferred stock, shares outstanding	875,000	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, issued	631,806,585	508,594,308
Common stock, shares outstanding	582,207,133	459,947,217
Treasury stock, at cost; par value	$ 0.01	$ 0.01
Treasury stock, at cost shares	49,599,452	48,647,091

Consolidated Statements Of Changes In Stockholders' Equity - USD ($) $ in Millions	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]
Balance, Shares at Dec. 31, 2009		0	502,394,396
Balance, Amount at Dec. 31, 2009	$ 26,590	$ 0	$ 5	$ 18,955	$ 10,727	$ 83	$ (3,180)
Cumulative effect from January 1, 2010 adoption of new consolidation accounting standards, net of tax	(2,973)				(2,957)	(16)
Cumulative effect from July 1, 2010 adoption of new embedded credit derivatives accounting standard, net of tax	(16)				(16)
Comprehensive income	2,924				2,743	181
Cash dividends-common stock $0.20 in 2010, $0.20 in 2011 and $0.20 in 2012 per share	(91)				(91)
Purchases of treasury stock	(22)						(22)
Issuances of common stock and restricted stock, net of forfeitures (in shares)			1,823,652
Issuances of common stock and restricted stock, net of forfeitures	30			30
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)			583,016
Exercise of stock options and tax benefits of exercises and restricted stock vesting	3			3
Compensation expense for restricted stock awards and stock options	96			96
Balance, Shares at Dec. 31, 2010		0	504,801,064
Balance Amount at Dec. 31, 2010	26,541	$ 0	$ 5	19,084	10,406	248	(3,202)
Comprehensive income	3,068				3,147	(79)
Cash dividends-common stock $0.20 in 2010, $0.20 in 2011 and $0.20 in 2012 per share	(91)				(91)
Purchases of treasury stock	(42)						(42)
Issuances of common stock and restricted stock, net of forfeitures (in shares)			2,606,736
Issuances of common stock and restricted stock, net of forfeitures	40			40
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)			1,186,508
Exercise of stock options and tax benefits of exercises and restricted stock vesting	57			57
Compensation expense for restricted stock awards and stock options	$ 93			93
Balance, Shares at Dec. 31, 2011	508,594,308	0	508,594,308
Balance Amount at Dec. 31, 2011	$ 29,666	$ 0	$ 5	19,274	13,462	169	(3,244)
Comprehensive income	4,087				3,517	570
Cash dividends-common stock $0.20 in 2010, $0.20 in 2011 and $0.20 in 2012 per share	(111)				(111)
Cash dividends-preferred stock 5% per annum	(15)				(15)
Purchases of treasury stock	(43)						(43)
Issuances of common stock and restricted stock, net of forfeitures (in shares)			67,368,854
Issuances of common stock and restricted stock, net of forfeitures	3,233			3,233
Issuance of common stock related to acquisition	2,638		$ 1	2,637
Issuance of common stock related to acquisition (in shares)			54,028,086
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)			1,815,337
Exercise of stock options and tax benefits of exercises and restricted stock vesting	80			80
Issuance of preferred stock (in shares)		875,000
Issuance of preferred stock	853			853
Compensation expense for restricted stock awards and stock options	$ 111			111
Balance, Shares at Dec. 31, 2012	631,806,585	875,000	631,806,585
Balance Amount at Dec. 31, 2012	$ 40,499	$ 0	$ 6	$ 26,188	$ 16,853	$ 739	$ (3,287)

Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash dividends-common stock (in dollars per share)	$ 0.20	$ 0.20	$ 0.20
Percentage of cash dividends per annum-preferred stock	5.00%

Consolidated Statements Of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities:
Income from continuing operations, net of tax	$ 3,734	$ 3,253	$ 3,050
Loss from discontinued operations, net of tax	(217)	(106)	(307)
Net income	3,517	3,147	2,743
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses	4,415	2,360	3,907
Depreciation and amortization, net	1,862	579	517
Net gains on sales of securities available for sale	(45)	(259)	(141)
Impairment loss on securities available for sale	52	21	65
Net gains on deconsolidation	0	0	(177)
Bargain purchase gain	(594)	0	0
Loans held for sale:
Originations	(1,699)	(1,031)	(180)
Gains on sales	(58)	(28)	(1)
Proceeds from sales and paydowns	2,228	1,086	241
Stock plan compensation expense	199	189	149
Changes in operating assets and liabilities, net of the effect of acquired businesses:
(Increase) decrease in interest receivable	(495)	41	(137)
(Increase) decrease in other assets	(1,033)	(126)	957
Decrease in interest payable	(47)	(22)	(21)
Increase (decrease) in other liabilities	798	1,403	(133)
Net cash provided by (used in) operating activities attributable to discontinued operations	(40)	95	353
Net cash (used in) provided by operating activities	9,060	7,455	8,142
Investing activities:
Increase in restricted cash for securitization investors	363	811	2,897
Purchases of securities available for sale	(29,257)	(16,060)	(26,378)
Proceeds from paydowns and maturities of securities available for sale	17,779	9,710	11,567
Proceeds from sales of securities available for sale	16,894	9,169	12,466
Proceeds from sale of interest-only bonds	0	0	57
Net (increase) decrease in loans held for investment	(7,141)	(13,777)	2,607
Principal recoveries of loans previously charged off	1,538	1,543	1,587
Additions of premises and equipment	(560)	(315)	(340)
Net cash payment for companies acquired, net of cash received	(17,603)	(1,444)	0
Net cash (used in) provided by investing activities	(17,987)	(10,363)	4,463
Financing activities:
Net (decrease) increase in deposits	(156)	6,010	6,401
Net decrease in securitized debt obligations	(5,129)	(10,388)	(21,385)
Net increase (decrease) in other borrowings	13,819	5,774	(293)
Maturities of senior notes	(632)	(855)	(666)
Issuance of senior and subordinated notes and junior subordinated debt	2,248	2,992	0
Purchases of treasury stock	(43)	(42)	(22)
Dividends paid on common stock	(111)	(91)	(91)
Dividends paid on preferred stock	(15)	0	0
Net proceeds from issuances of common stock	3,233	40	30
Net proceeds from issuances of preferred stock	853	0	0
Proceeds from share-based payment activities	80	57	3
Net cash provided by (used in) financing activities attributable to discontinued operations	0	0	(18)
Net cash (used in) provided by financing activities	14,147	3,497	(16,041)
Increase (decrease) in cash and cash equivalents	5,220	589	(3,436)
Cash and cash equivalents at beginning of the period	5,838	5,249	8,685
Cash and cash equivalents at end of the period	11,058	5,838	5,249
Non-cash items:
Fair value of common stock issued in business acquisition	2,638	0	0
Cumulative effect from adoption of new consolidation accounting standards	$ 0	$ 0	$ 2,973

Summary Of Significant Accounting Policies

24 Months Ended

Dec. 31, 2012

Summary Of Significant Accounting Policies

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Capital One Financial Corporation, a Delaware Corporation established in 1995 and headquartered in McLean, Virginia, is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company”) offer a broad array of financial products and services to consumers, small businesses and commercial clients through branches, the internet and other distribution channels. As of December 31, 2012, our principal subsidiaries included:

•

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

•

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

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

We also offer products outside of the United States principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of COBNA organized and located in the United Kingdom (U.K.), and through a branch of COBNA in Canada. COEP has authority, among other things, to provide credit card and installment loans. Effective December 1, 2010, as a result of the transition of our U.K. operations to an Authorized Payment Institution, we are no longer authorized to accept deposits in the U.K. Our branch of COBNA in Canada has the authority to provide credit card loans.

Recent Acquisitions

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

On October 17, 2012, the Office of the Comptroller of the Currency (“OCC”) approved, subject to several conditions, CONA’s application to merge with ING Bank with CONA surviving the merger. Capital One effected the merger on November 1, 2012. In addition, the OCC approved CONA’s companion application to reduce capital surplus, which was necessary to manage excess capital levels that would result from the merger. CONA effected the reduction in surplus through a return of capital to Capital One immediately prior to the merger. The merger and reduction in CONA’s capital surplus had no effect on Capital One’s total capital.

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

Operations and Business Segments

Our principal operations are currently organized for management reporting purposes into three primary business segments, which are defined primarily based on the products and services provided or the type of customer served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into our existing business segments. The acquired ING Direct business is primarily reflected in our Consumer Banking business, while the business acquired in the 2012 U.S. card acquisition is reflected in our Credit Card business. Certain activities that are not part of a segment, such as management of our corporate investment portfolio and asset/liability management by our centralized Corporate Treasury group, 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 consumers and small businesses, national deposit gathering, national auto lending and consumer home loan lending and servicing activities.

•

Commercial Banking: Consists of our lending, deposit gathering and treasury management services to commercial real estate and commercial and industrial customers. Our commercial and industrial customers typically include companies with annual revenues between $10 million to $1.0 billion. In the first quarter of 2012, we re-aligned the loan categories reported by our Commercial Banking business and the loan product type included within each category.

The results of our individual businesses are reported on a continuing operations basis and prepared based on our internal management reporting process, which reflects the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. We provide the details on the allocation methodologies and accounting policies used to derive our business segment results and a reconciliation of our total business segment results to our reported consolidated results in “Note 20—Business Segments.”

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). 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.

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. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”). All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Effective January 1, 2010, we prospectively adopted two accounting standards related to the transfer and servicing of financial assets and consolidations that changed how we account for securitized loans. The adoption of these accounting standards resulted in the consolidation of substantially all of our securitization trusts. We recorded an after-tax charge to retained earnings on January 1, 2010 of $2.9 billion for the net cumulative effect of adopting these accounting standards.

Voting Interest Entities

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

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

Variable Interest Entities (“VIEs”)

VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. 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.

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

We perform on-going reassessments of whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain events, and are therefore subject to the VIE consolidation framework and whether changes in the facts and circumstances regarding our involvement with a VIE result in a change in our consolidation conclusion. Our reassessment process considers whether we have acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances. The reassessment also considers whether we have acquired or disposed of a financial interest that could be significant to the VIE, or whether an interest in the VIE has become significant or is no longer significant. The consolidation status of the VIEs with which we are involved may change as a result of such reassessments. In the normal course of business, we enter into various types of transactions with entities that are considered to be VIEs. Our primary involvement with VIEs relates to our securitization transactions in which we transferred assets from our balance sheet to securitization trusts. See “Note 7—Variable Interest Entities and Securitizations” for further details.

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks, federal funds sold and securities purchased under agreements to resell and interest-bearing deposits with banks, all of which, if applicable, have stated maturities of three months or less when acquired. Cash payments for interest expense totaled $2.4 billion, $2.3 billion and $2.9 billion in 2012, 2011 and 2010, respectively. Cash payments for income taxes totaled $1.6 billion, $982 million and $350 million in 2012, 2011 and 2010, respectively.

Securities Resale and Repurchase Agreements

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

Investment Securities

Our investment securities consist primarily of fixed-income debt securities and equity securities. The accounting and measurement framework for our investment securities differs depending on the security classification. We classify securities as available for sale or held to maturity based on our investment strategy and management’s assessment of our intent and ability to hold the securities until maturity. Securities that we intend to hold for an indefinite period of time and may sell prior to maturity in response to changes in our investment strategy, liquidity needs, interest rate risk profile or for other reasons are classified as available for sale. Securities that we have the intent and ability to hold until maturity are classified as held to maturity.

Available-for-sale securities are carried at fair value with unrealized net gains or losses, net of taxes, recorded in accumulated other comprehensive income in stockholders’ equity. Held-to maturity securities are carried at amortized cost. For most of our investment securities, interest income is recognized using the effective interest method. Deferred items, including unamortized premiums, discounts and other basis adjustments, are recognized in interest income over the contractual lives of the securities using the effective interest method. We record purchases and sales of investment securities on a trade date basis. Realized gains and losses from the sale of debt securities are computed using the first in first out method of identification, and included in non-interest income in our consolidated statements of income.

We regularly evaluate our securities whose value has declined below amortized cost to assess whether the decline in fair value is other than temporary. Amortized cost reflects historical cost adjusted for amortization of premiums, accretion of discounts and other-than-temporary impairment write-down. We discuss our assessment of and accounting for other-than-temporary impairment in “Note 4—Investment Securities.” We discuss the techniques we use in determining the fair value of our investment securities in “Note 19—Fair Value of Financial Instruments.”

Loans

Our total loan portfolio consists of loans we own and loans underlying our securitization trusts. Our loan portfolio consists of credit card, consumer banking and commercial banking loans. Credit card loans consist of domestic and international credit card loans as well as installment loans. Consumer banking loans consist of auto, home, and retail banking loans. Commercial banking loans consist of commercial and multifamily real estate, commercial and industrial, and small-ticket commercial real estate loans.

Loan Classification

We classify loans as held for investment or held for sale based on our investment strategy and management’s assessment of our intent and ability to hold loans for the foreseeable future or until maturity. Management’s intent and ability with respect to certain loans may change from time to time depending on a number of factors, including economic, liquidity and capital conditions. The accounting and measurement framework for loans differs depending on the loan classification and whether the loans are originated or purchased. The accounting for purchased loans also differs depending on whether the loan is considered credit-impaired at the date of acquisition. We use the term “acquired loans” to refer to a limited portion of the credit card loans acquired in the 2012 U.S. card acquisition and the substantial majority of consumer and commercial loans acquired in the Chevy Chase Bank (“CCB”) and ING Direct acquisitions, which were recorded at fair value at acquisition and subsequently accounted for based on expected cash flows to be collected. We elect to account for all purchased loans using the guidance for accounting for purchased credit-impaired loans, which is based upon expected cash flows, unless specifically scoped out of the guidance. The classification criteria and accounting and measurement framework for loans held for investment, including loans purchased, and loans held for sale are described below.

Loans Held for Investment

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

Loans classified as held for investment, except acquired loans accounted for based upon expected cash flows, are reported at amortized cost, which is measured based upon the outstanding unpaid principal balance, net of any unearned income, unamortized deferred fees and costs, unamortized premiums and discounts and charge-offs. Credit card loans also include billed finance charges and fees, net of the estimated uncollectible amount.

Interest income is recognized on loans held for investment on an accrual basis. We generally defer certain loan origination fees and direct loan origination costs on originated loans, premiums and discounts on purchased loans and loan commitment fees. We recognize these amounts in interest income as yield adjustments over the life of the loan and/or commitment period using the effective interest method. For credit card loans, loan origination fees and direct loan origination costs are amortized on a straight-line basis over a 12-month period. We establish an allowance for loan losses for probable losses inherent in our held for investment loan portfolio as of each balance sheet date.

Cash flows related to unrestricted loans held for investment are included in cash flows from investing activities in our consolidated statements of cash flows. Because our securitization transactions are accounted for as secured borrowings, the cash flows from these transactions are presented as cash flows from financing activities rather than as cash flows from operating or investing activities in our consolidated statements of cash flows.

Loans Held for Sale

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

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

We originated $1.6 billion, $954 million and $1.2 billion of conforming residential mortgage loans in 2012, 2011 and 2010, respectively. We retained servicing on approximately 92%, 91% and 82% of the conforming residential mortgage loans we sold in 2012, 2011 and 2010, respectively, and recognized gains of $58 million, $28 million and $1 million on the sale of held-for-sale loans in 2012, 2011, and 2010, respectively.

Loan Transfers

In certain circumstances, we may transfer loans to/from held for sale or held for investment based on a change in strategy. We transfer these loans at the lower of cost or fair value on the date of transfer and establish a new cost basis upon transfer. If the decline in fair value upon transfer from held for investment to held for sale is related to credit, the change in value is recorded as a charge-off at the time of transfer. If the decline is related to other factors, the change in value is charged to non-interest expense. Further declines in fair value will result in the establishment of a valuation allowance. Additionally, the amortization of deferred loan origination fees and direct loan origination fees ceases upon transfer.

Loans Acquired

All purchased loans, including loans transferred in a business combination, acquired on or after January 1, 2009, are recorded at fair value as of the date of each acquisition. Accordingly, any related allowance for loan losses is not carried over. We purchase loans with and without evidence of credit deterioration since origination. Subsequent to acquisition, we are required to account for purchased loans with evidence of credit deterioration since origination and for which it is probable that we will not collect all contractually required principal and interest payments based on expected cash flows. We also may elect to account for other purchased loans based on expected cash flows.

Loans Acquired and Accounted for Based on Expected Cash Flows

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

The difference between the contractual payments on the loans and the expected cash flows, considering the impact of prepayments, represents the nonaccretable difference, or the amount not considered collectible. The nonaccretable difference, which is neither accreted into income nor recorded on our consolidated balance sheet, takes into consideration future credit losses expected to be incurred over the life of the loans. Accordingly, there are no charge-offs or an allowance associated with these loans unless the estimated cash flows expected to be collected decrease subsequent to acquisition. These loans are not classified as delinquent or nonperforming even though the customer may be contractually past due because we expect that we will fully collect the carrying value of these loans. In addition, even though substantially all of these loans are 90 days or more contractually past due, they are considered to be accruing since we have a reasonable expectation about the timing and amount of cash flows expected to be collected. The excess of cash flows expected to be collected over the estimated fair value of acquired loans is referred to as the accretable yield. This amount is not recorded on our consolidated balance sheet, but is accreted into interest income over the life of the loan, or pool of loans, using the effective interest method.

Subsequent to acquisition, we are required to periodically evaluate our estimate of cash flows expected to be collected. These evaluations, which we perform quarterly, require the use of key assumptions and estimates similar to those used in estimating the initial fair value at acquisition. 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 the nonaccretable yield to the accretable yield. Decreases in expected cash flows resulting from further credit deterioration will generally result in an impairment charge recognized in our provision for credit losses and an increase in the allowance for loan and lease losses. Increases in the cash flows expected to be collected would first reduce any previously recorded allowance for loan and lease losses established subsequent to acquisition. The excess over the recorded allowance for loan and lease losses would result in a reclassification to the accretable yield from the nonaccretable difference and an increase in interest income recognized over the remaining life of the loan or pool of loans. Disposals of loans, which may include sales to third parties, receipt of payments in full or in part by the borrower, and foreclosure of the collateral, result in removal of the loan from the acquired loan portfolio.

See “Note 2—Acquisitions” and “Note 5—Loans” for additional information.

Loans Acquired and Accounted for Based on Contractual Cash Flows

The substantial majority of the loans purchased in the 2012 U. S. card acquisition had existing revolving privileges at acquisition and were therefore accounted for based on contractual cash flows. To determine the fair value of these loans at acquisition, we discounted the contractual cash flows due using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, contractual cash flows are adjusted to include prepayment estimates based upon trends in default rates and loss severities. The difference between the fair value and the contractual cash flows is recorded as a loan discount or premium at acquisition. The premium or discount is amortized into interest income using the effective interest method over the remaining life of the loans. We are permitted to aggregate loans acquired in the same fiscal quarter into one or more pools if the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate fair value and expected cash flows.

Subsequent to acquisition, it is necessary to record an allowance for loan and lease losses, through the provision for credit losses to properly recognize an estimate of incurred losses on the existing principal balances as of each reporting date. The allowance for loan and lease losses is calculated using the same methodology utilized for determining the allowance for our existing credit card portfolio prior to the 2012 U.S. card acquisition, as described below under “Allowance for Loan and Lease Losses”.

Loan Modifications and Restructurings

As part of our loss mitigation efforts, we may make loan modifications that are intended to minimize the economic loss and to avoid the need for foreclosure or repossession of collateral. We may provide short-term (three to twelve months) or long-term (greater than twelve months) modifications to a borrower experiencing financial difficulty to improve long-term collectability of the loan. Our modifications typically include a reduction in the borrower’s initial monthly or quarterly principal and interest payment through an extension of the loan term, a reduction in the interest rate, or a combination of both. For credit card loan agreements, such modifications may include canceling the customer’s available line of credit on the credit card, reducing the interest rate on the card, and placing the customer on a fixed payment plan not exceeding 60 months. These modifications may result in our receiving the full amount due, or certain installments due, under the modified loan over a period of time that is longer than the period of time originally provided for under the original loan. In some cases, we may curtail the amount of principal owed by the borrower.

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

Delinquent and Nonperforming Loans

The entire balance of a loan is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Delinquency is reported on loans that are 30 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 or loans held for sale as nonperforming.

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

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Credit card loans: As permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council (“FFIEC”), our policy is generally to exempt credit card loans from being classified as nonperforming as these loans are generally charged off in the period the account becomes 180 days past due. Consistent with industry conventions, we generally continue to accrue interest and fees on delinquent credit card loans until the loans are charged-off. When we do not expect full payment of billed finance charges and fees, we reduce the balance of the credit card account by the estimated uncollectible portion of any billed finance charges and fees and exclude this amount from revenue. During the fourth quarter 2012, we began classifying credit card loans issued in the U.K. as nonperforming when the account becomes either 90 or 120 days past due.

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Consumer banking 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 auto, home loans, and unsecured small business revolving lines of credit and 120 days past due for all other non-credit card consumer loans, including installment loans.

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Commercial banking loans: We classify commercial loans as nonperforming as of the date we determine that the collectability of interest or principal on the loan is not reasonably assured.

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

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Acquired loans: Since 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 acquired loans differs from the accounting for non-acquired loans. We therefore separately track and report acquired loans and exclude these loans from our delinquency and nonperforming loan statistics.

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

Impaired Loans

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

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

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

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

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

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Acquired loans: We track and report acquired loans separately from other impaired loans.

The majority of 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 and lease 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 the present value of the expected future cash flows, discounted at the original effective interest rate of the loan at the time of modification. 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 through a direct write-down of the loan, by establishing an allowance for the loan or by adjusting the allowance for the impaired loan. See “Note 6—Allowance for Loan and Lease Losses” for additional information on the asset-specific component of our allowance.

Charge-Offs

Net charge-offs consist of the unpaid principal balance of loans held for investment that we determine are uncollectible, net of recovered amounts. We exclude accrued and unpaid finance charges and fees and fraud losses from charge-offs. Charge-offs are recorded as a reduction to the allowance for loan and lease losses and subsequent recoveries of previously charged off amounts are credited to the allowance for loan and lease losses. Costs incurred to recover charged-off loans are recorded as collection expense and included in our consolidated statements of income as a component of other non-interest expense. Our charge-off time frame for loans, which varies based on the loan type, is presented below.

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Credit card loans: We generally charge-off credit card loans when the account is 180 days past due from the statement cycle date. During the fourth quarter 2012, we began charging off delinquent credit card loans for which revolving privileges have been revoked as part of a closed end loan workout when the account becomes 120 days past due. Credit card loans in bankruptcy are charged-off within 60 days of receipt of a complete bankruptcy notification from the bankruptcy court. Credit card loans of deceased account holders are charged-off within 60 days of receipt of notification.

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Consumer banking 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 home 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 home loans based on the excess of our recorded investment in the loan over the fair value of the underlying property less 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 less selling cost estimate at the date home loans are charged-off. Consumer loans in bankruptcy, except for auto and home loans, generally are charged-off within 40 days of receipt of notification from the bankruptcy court. Auto and home 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 home loans regardless of the bankruptcy notification date. Consumer loans of deceased account holders are charged-off within 60 days of receipt of notification.

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

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Acquired loans: We do not record charge-offs on acquired loans that are performing in accordance with or better than our expectations as of the date of acquisition, as the fair values of these loans already reflect a credit component. We record charge-offs on impaired loans only if actual losses exceed estimated losses incorporated into the fair value recorded at acquisition.

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 losses inherent in our held-for-investment portfolio as of each balance sheet date. We do not maintain an allowance for held-for-sale loans or acquired loans, which includes purchased credit-impaired loans, accounted for based upon expected cash flows that are performing in accordance with or better than our expectations, as the fair value of these loans recorded at acquisition takes into consideration future credit losses expected to be incurred. The allowance is increased through the provision for credit losses and reduced by net charge-offs. The provision for credit losses, which is charged to earnings, reflects credit losses we believe have been incurred and will eventually be reflected over time in our charge-offs. Charge-offs of uncollectible amounts are deducted from the allowance and subsequent recoveries are added back.

Management performs a quarterly analysis of our loan portfolio 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 portfolios 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 component for loans collectively evaluated for impairment; (2) an asset-specific component for individually impaired loans; and (3) a component related to acquired loans that have experienced significant decreases in expected cash flows subsequent to acquisition. Each of our allowance components is supplemented by an amount that represents management’s qualitative judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance. Management’s judgment involves an assessment of subjective factors, such as process risk, modeling assumption and adjustment risks and probable internal and external events that will likely impact losses.

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

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

The component of the allowance for commercial loans that we collectively evaluate for impairment is based on our historical loss experience for loans with similar risk characteristics and consideration of the current credit quality of the portfolio, which is supplemented by management judgment as described above. We apply internal risk ratings to commercial loans, which we use to assess credit quality and derive a total loss estimate based on an estimated probability of default (default rate) and loss given default (loss severity). We generally use the prior three-year actual portfolio credit loss experience to develop our estimate of credit losses inherent in the portfolio as of each balance sheet date. Management may also apply judgment to adjust the loss factors derived, taking into consideration both quantitative and qualitative factors, including general economic conditions, specific industry and geographic trends, portfolio concentrations, trends in internal credit quality indicators and current and past underwriting standards that have occurred but are not yet reflected in the historical data underlying our loss estimates.

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

We record purchased loans at fair value at acquisition. Applicable accounting guidance prohibits the carry over or creation of valuation allowances in the initial accounting for impaired loans acquired in a transfer. Subsequent to acquisition, decreases in expected principal cash flows of acquired loans would trigger the recognition of impairment through our provision for credit losses. Subsequent increases in expected cash flows would first result in a recovery of any previously recorded allowance for loan and lease losses, to the extent applicable, and then increase the accretable yield. Write-downs on purchased impaired loans in excess of the nonaccretable difference are charged against the allowance for loan and lease losses. See “Note 5—Loans” for information on loan portfolios associated with acquisitions.

In addition to the allowance for loan and lease losses, we also estimate probable losses related to unfunded lending commitments, such as letters of credit and financial guarantees, and binding unfunded loan commitments. The provision for unfunded lending commitments is included in the provision for credit losses on our consolidated statements of income and the related reserve for unfunded lending commitments is included in other liabilities on our consolidated balance sheets. Unfunded lending commitments are subject to individual reviews and are analyzed and segregated by risk according to our internal risk rating scale. We assess these risk classifications, in conjunction with historical loss experience, utilization assumptions, current economic conditions, performance trends within specific portfolio segments and other pertinent information to estimate the reserve for unfunded lending commitments.

Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for loan and lease losses and the reserve for unfunded lending commitments in future periods.

Securitization of Loans

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

Premises and Equipment

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


Premises & Equipment		Useful Lives
Buildings and improvement		5-39 years
Furniture and equipment		3-10 years
Computers and software		3-7 years
Leasehold improvements		Lesser of useful life or the remaining fixed non-cancelable lease term

Expenditures for maintenance and repairs are charged to earnings as incurred. Gains or losses upon disposition are reflected in earnings as realized.

Goodwill and Other Intangible Assets

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 Credit Card, International Credit Card, Auto Finance, other Consumer Banking and Commercial Banking. The goodwill impairment test, performed at October 1 of each year, is a two-step test. The first step identifies whether there is potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is required to measure the amount of any impairment loss. Goodwill is the only intangible asset with an indefinite life on our consolidated balance sheets. Intangible assets with definite useful lives are amortized either on a straight-line or on an accelerated basis over their estimated useful lives and evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. See “Note 8 – Goodwill and Other Intangible Assets” for additional detail.

Foreclosed Property and Repossessed Assets

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

Upon repossession of property obtained in satisfaction of a loan, we reclassify the loan to repossessed assets and record the acquired property at the estimated fair value of the underlying collateral less estimated selling costs. We estimate fair values primarily based on appraisals, when available.

We regularly evaluate the fair value of acquired property and subsequently record adjustments to reflect the property at the lower of the amount recorded at acquisition or the current fair value less estimated selling costs. Any valuation adjustments on acquired property and any gains or losses realized from disposition of the property are reflected in non-interest expense. Foreclosed property and repossessed assets, which we report in our consolidated balance sheet under other assets, totaled $204 million and $22 million, respectively, as of December 31, 2012, compared with $169 million and $20 million, respectively, as of December 31, 2011.

Restricted Equity Investments

We had investments in Federal Home Loan Bank (“FHLB”) stock, which totaled $1.3 billion and $362 million as of December 31, 2012 and 2011, respectively, and our investment in Federal Reserve stock, which totaled $1.2 billion and $863 million, as of December 31, 2012 and 2011, respectively. These investments, which are included in other assets in our consolidated balance sheets, deemed restricted and are carried at cost. We assess these investments for other-than-temporary impairment in accordance with applicable accounting guidance for evaluating impairment. We did not recognize any impairment on these investments in 2012 or 2011.

Representation and Warranty Reserve

In connection with their sales of mortgage loans, certain subsidiaries entered into agreements containing varying representations and warranties about, among other things, the ownership of the loan, the validity of the lien securing the loan, the loan’s compliance with any applicable loan criteria established by the purchaser, including underwriting guidelines and the ongoing existence of mortgage insurance, and the loan’s compliance with applicable federal, state and local laws. We may be required to repurchase the mortgage loan, indemnify the investor or insurer, or reimburse the investor for loan and lease losses incurred on the loan in the event of a material breach of contractual representations or warranties.

We have established representation and warranty reserves for losses that we consider to be both probable and reasonably estimable associated with the mortgage loans sold by each subsidiary, including both litigation and non-litigation liabilities in our consolidated balance sheets. The reserve-setting process relies heavily on estimates, which are inherently uncertain, and requires the application of judgment. In establishing the representation and warranty reserves, we consider a variety of factors, depending on the category of purchaser and rely on historical data. We evaluate these estimates on a quarterly basis.

Losses incurred on loans that we are required to either repurchase or make payments to the investor under the indemnification provisions are charged against the representation and warranty reserve. The representation and warranty reserve is included in other liabilities in our consolidated balance sheets. Changes to the representation and warranty reserve related to GreenPoint Mortgage Funding, Inc. (“GreenPoint”) are reported as discontinued operations for all periods presented. See “Note 21—Commitments, Contingencies and Guarantees” for additional information related to our representation and warranty reserve.

Customer Rewards Reserve

We offer products, primarily credit cards, which include programs that allow members to earn rewards, such as cash, airline tickets or merchandise, based on account activity. Customer rewards costs are generally recorded as an offset to interchange income when the rewards are earned by the customer and record the corresponding customer rewards reserve. The customer rewards reserve is computed based on estimated future cost of points earned that are expected to be redeemed and the average cost per point redeemed. The customer rewards reserve is reduced as points are redeemed. In estimating the customer rewards reserve, we consider historical rewards redemption behavior, the terms of the current rewards programs and card purchase activity. The customer rewards reserve is sensitive to changes in the reward redemption type and redemption rate, which is based on the expectation that the vast majority of all points earned will eventually be redeemed. The customer rewards reserve, which is included in other liabilities in our consolidated balance sheets, totaled $2.1 billion and $1.7 billion as of December 31, 2012 and 2011, respectively.

Revenue Recognition

Interest Income and Fees

We recognize interest income, including finance charges, and fees on loans in interest and non-interest income in our consolidated statements of income in accordance with the contractual provisions of the credit arrangements. Loan origination fees and costs and premiums and discounts are generally deferred and amortized over the average life of the related loans using the effective interest method, except for credit card, which are amortized over one year on a straight-line basis. Direct loan origination costs consist of both internal and external costs associated with the origination of a loan. As discussed above under “Loans—Delinquent and Nonperforming Loans,” interest and fees continue to accrue on past due loans until the date the loan is placed on nonaccrual status, if applicable. Interest and fees accrued but not collected at the date a loan is placed on nonaccrual status are reversed against earnings.

Finance charges and fees on credit card loans, except for annual membership fees, are included in loan receivables when the amounts are billed to the customer. Annual membership fees are deferred and amortized into income over one year on a straight-line basis. We continue to accrue finance charges and fees on credit card loans until the account is charged-off. However, when we do not expect full payment of billed finance charges and fees, we reduce the balance of our credit card loan receivables by the amount of finance charges billed but not expected to be collected and exclude this amount from revenue. Our methodology for estimating the uncollectible portion of billed finance charges and fees is consistent with the methodology we use to estimate the allowance for incurred principal losses on our credit card loan receivables. Revenue was reduced by $937 million, $371 million and $950 million in 2012, 2011 and 2010, respectively, for the estimated uncollectible portion of billed finance charges and fees. The finance charge and fee reserve totaled $307 million as of December 31, 2012, compared with $74 million as of December 31, 2011.

Interchange Income

Interchange income represents merchant fees for credit card transactions processed through the interchange network due to the customer’s card-issuing bank, which is net of the fee retained by the merchant’s processing bank. The levels and structure of interchange rates are set by MasterCard International Inc. (“MasterCard”) and Visa U.S.A. Inc. (“Visa”) and are based on cardholder purchase volumes. We recognize interchange income as earned at the time of purchase.

Same-as-Cash Promotions

As part of certain retail partnership agreements, we offer borrowers a same-as-cash (“SAC”) promotional period. SAC programs generally require a minimum monthly payment during the promotional period. As part of a SAC promotional program, a borrower has a period of time, typically ranging from six months to three years, to pay the principal balance in full. If the borrower pays the principal balance in full before the expiration date of the SAC promotional period, the borrower is not subject to any interest. If the borrower does not pay the principal balance in full prior to the expiration date of the SAC promotional period, interest charges are applied retroactive to the purchase date.

We accrue SAC interest income on a monthly basis throughout the term of the SAC period based on the amount we expect to collect. Accordingly, we do not accrue interest income for borrowers who we expect will pay their principal balance in full prior to the expiration of the SAC period or for borrowers who we expect will be unable to pay the full amount.

Card Partnership Agreements

Our partnership agreements relate to alliances with retailers and other partners to provide lending and other services to mutual customers. We primarily issue private-label and co-branded credit card loans to these customers over the term of these arrangements, which typically range from two to ten years.

Certain partners assist in or perform marketing activities on our behalf and promote our products and services to their customers. As compensation for providing these services, we often pay royalties, bounties, or other special bonuses to these partners. Depending upon the nature of the payments, they are recorded as a reduction of revenue, marketing expenses or other operating expenses.

If a partnership agreement provides for profit, revenue or loss sharing payments, we must determine whether to report those payments on a gross or net basis in our consolidated financial statements. We evaluate the contractual provisions of each transaction and applicable accounting guidance to determine the manner in which to report the impact of shared payment provisions in our consolidated financial statements. Our consolidated net income is the same regardless of whether revenue and loss sharing arrangements are reported on a gross or net basis.

Collaborative Arrangements

A collaborative arrangement is a contractual arrangement that involves a joint operating activity between two or more parties that are active participants in the activity. These parties are exposed to significant risks and rewards based upon the economic success of the joint operating activity. We assess each of our partnership agreements with profit, revenue or loss sharing payments to determine if a collaborative arrangement exists and, if so, how revenue generated from third parties, costs incurred and transactions between participants in the collaborative arrangement should be accounted for and reported in our consolidated financial statements.

Effective April 1, 2011, we acquired Kohl’s Department Stores (“Kohl’s”) existing private-label credit card loan portfolio from JPMorgan Chase & Co. pursuant to a partnership agreement we entered into in August 2010 with Kohl’s. The existing portfolio, which consisted 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. We accounted for the purchase as an asset acquisition.

Under the terms of the partnership agreement and in conjunction with the acquisition, we began issuing Kohl’s branded private-label credit cards to new and existing Kohl’s customers on April 1, 2011. Risk management decisions are jointly managed by Kohl’s and us, but we retain final authority over risk management decisions. Kohl’s has primary responsibility for handling customer service functions and advertising and marketing related to credit card customers.

Based on our assessment, we determined that the Kohl’s partnership agreement meets the definition of a collaborative arrangement. None of our other partnership agreements are considered to be collaborative arrangements.

We share a fixed percentage of revenues, consisting of finance charges and late fees, with Kohl’s, and Kohl’s is required to reimburse us for a fixed percentage of credit losses incurred. Revenues and losses related to the Kohl’s credit card program and partnership agreement are reported on a net basis in our consolidated financial statements. Revenue sharing amounts attributable to Kohl’s are recorded as an offset against total net revenue in our consolidated statements of income. The loss sharing amounts due from Kohl’s are recorded as a reduction in our provision for credit losses in our consolidated statements of income. The allowance for loan and lease losses attributable to the Kohl’s portfolio is reduced by the loss sharing amount due from Kohl’s.

Interest income was reduced by $885 million and $607 million in 2012 and 2011, respectively, for amounts earned by Kohl’s as part of the revenue sharing agreement. Loss sharing amounts attributable to Kohl’s reduced charge-offs by $167 million and $118 million in 2012 and 2011, respectively. The reduction in the provision for loan and lease losses attributable to Kohl’s was $199 million and $257 million in 2012 and 2011, respectively. The expected reimbursement from Kohl’s, which is netted against our allowance for loan and lease losses, was approximately $170 million and $139 million as of December 31, 2012 and 2011, respectively.

Stock-Based Compensation

We reserve common shares for issuance to employees, directors and third-party service providers, in various forms, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and units and performance share awards and units. In addition, we also issue cash equity units and cash-settled restricted stock units which are not counted against the common shares reserved for issuance or available for issuance because they are settled in cash. We generally recognize compensation expense on a straight-line basis over the award’s service period; however, we recognize compensation expense using the accelerated attribution method when the award contains a performance condition with graded vesting. In addition, our cash equity units and cash-settled restricted stock units are accounted for as liability awards pursuant to which the expense fluctuates with changes in our stock price until the awards are settled. Awards that continue to vest after retirement are expensed over the shorter of the period of time between the grant date and the final vesting period or between the grant date and when the participant becomes retirement eligible; awards to participants who are retirement eligible at the grant date are subject to immediate expensing upon grant. Compensation expense is included in salaries and associate benefits on the consolidated statements of income.

Stock-based compensation expense for stock options is based on fair value, which is estimated at the grant date using a Black-Scholes option pricing model. Determining the fair value of stock options requires judgment, including estimating the expected life of the stock options, the expected volatility of our common stock price and our expected dividend yield. In addition, judgment is required in estimating the number of options that are expected to be forfeited. If actual results differ significantly from these estimates or if there is a change in key assumptions, it could have a material effect on our consolidated financial statements.

Generally, the fair value of restricted stock awards and units, performance share awards and units, cash equity units and cash-settled restricted stock units will equal the fair market value of our common stock on the date of grant. In addition, prior to vesting, the compensation expense related to cash-settled restricted stock units is adjusted quarterly for any change in fair value based on changes in our common stock price. Upon vesting of the cash-settled restricted stock units, compensation expense is adjusted to reflect the actual cash payment, which is based upon the average of the closing prices of our common stock for the 20 trading days preceding the vesting date or the closing price on vesting date.

Marketing Expense

We expense marketing costs as incurred. Television advertising costs are expensed during the period in which the advertisements are aired. We recognized marketing expense of $1.4 billion, $1.3 billion and $1.0 billion in 2012, 2011 and 2010, respectively.

Fraud Losses

We experience fraud losses from the unauthorized use of credit cards, debit cards and customer bank accounts. Additional fraud losses may be incurred when loans are obtained through fraudulent means. Transactions suspected of being fraudulent are recorded in our consolidated statements of income as a component of non-interest expense after the investigation period has completed. Recoveries of fraud losses are also included in non-interest expense. See “Note 15—Other Non-Interest Expense” for additional information.

Income Taxes

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

Earnings Per Share

Earnings per common share is calculated by dividing net income, after deducting dividends on preferred stock and undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period, net of any treasury shares. We calculate diluted earnings per share by dividing net income, after deducting dividends on preferred stock and undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents (for example, stock options, restricted stock awards and units and performance share awards and units). Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares sold during the period. Dilution is not considered when the company is in a net loss position. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share.

We have unvested share-based payment awards which have a right to receive nonforfeitable dividends. These share-based payment awards are deemed to be participating securities. As a result, earnings per share is calculated under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period.

Derivative Instruments and Hedging Activities

All derivative financial instruments, whether designated for hedge accounting or not, are reported at their fair value on our consolidated balance sheets as either assets or liabilities. We report derivatives in a gain position, or derivative assets, in our consolidated balance sheets as a component of other assets. We report derivatives in a loss position, or derivative liabilities, in our consolidated balance sheets as a component of other liabilities. We report derivative asset and liability amounts on a gross basis based on individual contracts, which does not take into consideration the effects of master counterparty netting agreements or collateral netting. See “Note 11—Derivative Instruments and Hedging Activities” for additional detail on the accounting for derivative instruments, including those designated as a qualifying accounting hedge.

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. Accounting guidance provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value into earnings. We have not made any material fair value option elections as of and for the years ended December 31, 2012 and 2011. See “Note 19—Fair Value of Financial Instruments” for additional information.

Accounting for Acquisitions

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. Likewise, if the fair value of the net assets acquired is greater than the acquisition price, a bargain purchase gain is recognized and recorded in non-interest income. 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.

Accounting Standards Adopted in 2012

Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution

In October 2012, the Financial Accounting Standards Board (“FASB”) issued guidance explaining how to account for the subsequent decrease in cash flows associated with an indemnification asset arising from a government-assisted acquisition of a financial institution. Although we have not participated in a government-assisted acquisition, we have applied this guidance, by analogy, to indemnification assets recognized in conjunction with other business combinations. The guidance explains that any subsequent decrease in cash flows associated with an indemnification asset should be amortized over the shorter of the life of the covered loans or the remaining contractual life of the indemnification agreement. The guidance is effective for interim and annual periods beginning on or after December 15, 2012. The guidance will be applied prospectively to existing indemnification assets as well as to those that arise from future business combinations. We elected to early adopt the guidance and began amortizing the decrease in cash flows associated with existing indemnification assets as of December 31, 2012.

Goodwill Impairment

In September 2011, the FASB issued guidance that is intended to simplify goodwill impairment testing by providing entities with the option to first assess qualitatively whether it is necessary to perform the two-step quantitative analysis currently required. If an entity chooses to perform a qualitative assessment and determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. Otherwise, goodwill is deemed to be not impaired and no further analysis would be necessary. The amended goodwill impairment guidance does not affect the manner in which a company estimates fair value. The amended guidance was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We adopted the amended guidance on January 1, 2012. We had $13.9 billion in goodwill as of December 31, 2012, the value of which was not affected by the adoption of this standard.

Presentation of Comprehensive Income

In June 2011, the FASB issued new accounting guidance that revises the manner in which comprehensive income is required to be presented in financial statements. The new guidance requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. The guidance eliminates the option to present components of other comprehensive income in the statement of changes in stockholders’ equity. It does not change the items that must be reported in other comprehensive income, how such items are measured or when they must be reclassified from other comprehensive income to net income. The guidance requires retrospective application and was effective for interim and annual periods beginning on or after December 15, 2011. We adopted the guidance in the first quarter of 2012 and elected to present other comprehensive income in a separate statement immediately following our consolidated statements of income. Our adoption of the guidance had no effect on our financial condition, results of operations or liquidity since it impacts presentation only.

Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)

In May 2011, the FASB issued amended guidance on fair value that is intended to provide a converged fair value framework for U.S. GAAP and IFRS. While the amended guidance continues to define fair value as an exit price, it changes some fair value measurement principles and expands the existing disclosure requirements for fair value measurements. The amended guidance was effective for public entities during interim and annual periods beginning after December 15, 2011, with early adoption prohibited. The new guidance requires prospective application and disclosure in the period of adoption of the change, if any, in valuation techniques and related inputs resulting from application of the amendments and quantification of the total effect, if practicable. We adopted the amended guidance in the first quarter of 2012. The change in fair value measurement principles did not result in any changes to the fair value of our assets or liabilities carried at fair value and thus, had no effect on our financial condition, results of operations or liquidity. The new disclosures required by the amended guidance are included in “Note 19—Fair Value of Financial Instruments.”

Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements

In April 2011, the FASB issued an amendment to the guidance for transfers and servicing with regard to repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This amendment removes the criterion related to collateral maintenance from the transferor’s assessment of effective control. It focuses the assessment of effective control on the transferor’s rights and obligations with respect to the transferred financial assets and not on whether the transferor has the practical ability to perform in accordance with those rights or obligations. Our adoption of the amended guidance on January 1, 2012 did not have a material impact on our consolidated financial statements.

Issued but Not Yet Adopted Accounting Standards

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

In February 2013, the FASB issued new guidance requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new guidance does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified from other comprehensive income to net income. The information must be presented either on the face of the Consolidated Statement of Comprehensive Income or in the notes. The guidance is effective for reporting periods beginning after December 15, 2012. Our adoption of the guidance on January 1, 2013 will have no effect on our financial condition, results of operations or liquidity since it impacts disclosures only.

Offsetting Financial Assets and Liabilities

In December 2011, the FASB issued guidance intended to enhance current disclosure requirements on offsetting financial assets and liabilities. The new disclosures will enable financial statement users to compare balance sheets prepared under U.S. GAAP and IFRS, which are subject to different offsetting models. Upon adoption, entities will be required to disclose both gross and net information about instruments and transactions eligible for offset in the balance sheet as well as instruments and transactions subject to an agreement similar to a master netting arrangement. The disclosures will be required irrespective of whether such instruments are presented gross or net on the balance sheet. The guidance is effective for annual and interim reporting periods beginning on or after January 1, 2013, with comparative retrospective disclosures required for all periods presented. Our adoption of the guidance will have no effect on our financial condition, results of operations or liquidity since it impacts disclosures only.

Acquisitions

24 Months Ended

Dec. 31, 2012

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 subsequent contingent payments tied to future financial performance. In some partnership agreements, we may enter into collaborative risk-sharing arrangements that provide for revenue and loss sharing.

2012 Acquisitions

ING Direct

On June 16, 2011, we entered into a purchase and sale agreement with the ING Sellers, under which we would acquire ING Direct. On February 17, 2012, we closed the acquisition of ING Direct, which included (i) the acquisition of all the equity interests of ING Bank, fsb (ii) the acquisition of all equity interests of each of WS Realty LLC and ING Direct Community Development LLC and (iii) the acquisition of certain other assets and the assumption of certain other liabilities of ING Direct Bancorp. Headquartered in Wilmington, Delaware, ING Direct was the largest direct bank in the United States. The ING Direct acquisition strengthened our customer franchise and added over seven million customers and approximately $84.4 billion in deposits to our Consumer Banking segment.

The aggregate consideration paid by us in the ING Direct acquisition was approximately $6.3 billion in cash and 54,028,086 shares of Capital One common stock with a fair value of approximately $2.6 billion as of the acquisition date. We used current liquidity sources as well as proceeds from public debt and equity offerings described below to fund the cash consideration.

In the third quarter of 2011, we closed a public offering of four different series of our senior notes for total cash proceeds of approximately $3.0 billion and a public underwritten offering of 40 million shares of our common stock, subject to forward sale agreements. We settled the forward sale agreements entirely by physical delivery of shares of common stock in exchange for cash proceeds from the forward purchasers of approximately $1.9 billion on February 16, 2012.

We also incurred transaction costs related to the ING Direct acquisition totaling $63 million as of December 31, 2012, of which $38 million was recognized in 2012 and reported in our consolidated statement of income as a component of non-interest expense. These transaction costs do not include other merger-related expenses, such as integration costs.

Accounting for ING Direct Acquisition

The ING Direct acquisition was accounted for under the acquisition method of accounting, which requires, among other things, that we allocate the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes our allocation of the ING Direct acquisition purchase price to the fair value of assets acquired and liabilities assumed as well as the cash and non-cash consideration included in the consolidated statement of cash flows.


(Dollars in millions)	Fair Value
Purchase price:
Cash	$	6,321
Fair value of Capital One common stock issued as non-cash consideration (54,028,086 shares)		2,638

Aggregate consideration transferred	$	8,959

Allocation of purchase price to net assets acquired:
Assets:
Cash and due from banks	$	20,061
Investments		30,237
Loans held for investment		40,042
Loans held for sale		367
Premises and equipment		245
Accrued interest receivable⁽¹⁾		170
Identifiable intangible assets		358
Other assets⁽²⁾		2,854

Total assets		94,334

Liabilities:
Interest payable		31
Interest-bearing deposits		84,410
Other borrowings		6
Other liabilities⁽³⁾		334

Total liabilities		84,781

Net assets acquired		9,553

Bargain purchase gain	$	594

⁽¹⁾	Includes $79 million of accrued interest receivable attributable to loans held for investment.

⁽²⁾	Other assets include $801 million of deferred tax assets, net of a valuation allowance of $8 million, as of the acquisition date.

⁽³⁾	Other liabilities include $181 million of deferred tax liabilities as of the acquisition date.

At acquisition, the fair value of the net assets acquired from ING Direct of $9.6 billion exceeded the purchase price of $9.0 billion, resulting in the recognition of a bargain purchase gain of $594 million, which was reported as a component of non-interest income on our consolidated statement of income for the first quarter of 2012. A substantial portion of the assets acquired from ING Direct were mortgage-related assets, which generally decrease in value as interest rates rise and increase in value as interest rates fall. The bargain purchase gain was driven largely by a substantial decline in long-term interest rates between the period shortly after our announcement of the ING Direct acquisition and its closing, which resulted in an increase in the fair value of the acquired mortgage assets and the overall net fair value of assets acquired. Further, the purchase and sale agreement did not include a mechanism to adjust the purchase price to reflect the increase to the fair value of the net assets acquired.

2012 U.S. Card Acquisition

On May 1, 2012, we completed the previously announced acquisition of assets and assumption of liabilities of the credit card and private label credit card business in the United States (other than the HSBC Bank USA, National Association consumer credit card program and certain other retained assets and liabilities) of HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology & Services (USA) Inc. (collectively, the “HSBC Sellers”), pursuant to the Purchase and Assumption Agreement, dated as of August 10, 2011 by and among Capital One and each of the HSBC Sellers (the “2012 U.S. card acquisition”). We acquired approximately $28.3 billion of outstanding credit card receivables as well as $327 million in other net assets in exchange for consideration of approximately $31.1 billion in cash to the HSBC Sellers, net of a $252 million receivable. We financed the acquisition through a combination of existing cash, cash acquired from the ING Direct acquisition, the sale of securities held as available-for-sale, as well as the public debt and equity offerings described below. The 2012 U.S. card acquisition enhanced the existing franchise and scale in the Domestic Card business and accelerated our achievement of a leading position in retail credit card partnerships.

In the first quarter of 2012, we closed a public offering of 24,442,706 shares of our common stock which we sold to the underwriters at a per share price of $51.14 for net proceeds of approximately $1.25 billion. In addition, we issued $1.25 billion of our senior notes due 2015 in a public offering which also closed in the first quarter for net proceeds of approximately $1.25 billion. Direct costs of approximately $2 million paid to third parties in connection with this debt issuance were capitalized as deferred charges in the balance sheet and are amortized over the term of the debt as a component of interest expense using the effective interest method.

We also incurred transaction costs related to the 2012 U.S. card acquisition totaling $43 million as of December 31, 2012 of which all but $3 million was recognized and reported in our 2012 consolidated statement of income as a component of non-interest expense. These costs do not include other merger-related expenses such as integration costs.

Accounting for the 2012 U.S. Card Acquisition

The 2012 U.S. card acquisition was accounted for under the acquisition method of accounting, which requires, among other things, that we allocate the purchase price to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the final accounting for the 2012 U.S. card acquisition, which is based on fair value assessments recorded in the second quarter along with fair value adjustments recorded during the measurement period. Adjustments recorded through the end of the measurement period on September 30, 2012 resulted in the following: a $21 million decrease in other assets, a net decrease of $1 million in intangible assets and a net $10 million increase in other liabilities. Together, these adjustments resulted in an increase of $32 million to the preliminary goodwill recognized as of the acquisition date.

As presented below, the purchase price of assets acquired and liabilities assumed exceeded the fair value of these items and resulted in the recognition of $304 million of goodwill which was assigned to our Credit Card segment. Goodwill resulted from expertise gained through an enhanced retail partnership business as well as economies of scale obtained through infrastructure enhancements and additions to our current staff. For tax reporting purposes, the 2012 U.S. card acquisition was treated as a taxable purchase of assets. As such, the total amount of goodwill recognized is amortizable for tax purposes over 15 years.


(Dollars in millions)	Fair Value
Purchase price:
Cash	$	31,343
Receivable due from HSBC		(252	)

Total consideration transferred	$	31,091

Allocation of purchase price to net assets acquired:
Assets:
Loans receivable⁽¹⁾	$	28,234
Other assets		357
Premises and equipment		502
Intangible assets		2,212

Total assets		31,305

Liabilities:
Other liabilities		518

Total liabilities		518

Net assets acquired		30,787

Goodwill	$	304

⁽¹⁾	Loans receivable includes the fair value of unpaid principal balances of loans, the associated accrued interest and balances in certain loan settlement accounts.

ING Direct and the 2012 U.S. Card Acquisition Results

Our results for 2012 include the operations of ING Direct from the acquisition date of February 17, 2012, through December 31, 2012 and the operations of the 2012 U.S. card acquisition business from the acquisition date of May 1, 2012 through December 31, 2012.

The tables below present the estimated impact of the ING Direct acquisition and the 2012 U.S. card acquisition on our revenue and income from continuing operations, net of tax for 2012. These amounts do not include certain corporate expenses, transaction costs, or merger-related expenses that resulted from the two acquisitions and are therefore not representative of the actual results of the operations of these businesses on a stand-alone basis. We continue to integrate these businesses into our existing operations, and throughout the year, it has become more challenging to separately identify and estimate these operating results. During the fourth quarter of this year, we merged ING Bank, fsb into CONA with CONA surviving the merger. As a result, stand-alone financial statements for the ING Direct legal entity are not available for the annual period ending December 31, 2012.

The results provided in the table below are based upon actual results for the ING Bank, fsb legal entity prior to its merger into CONA, as well as estimates of actual ING Direct operating results following the merger. The 2012 U.S. card acquisition did not involve the acquisition of an entire legal entity and stand-alone income statements were not available for all periods presented in the pro forma disclosures. To determine the amounts provided below, we relied on historical HSBC management reports as well as our own internal reports prepared following the acquisition. Also included in the combined pro forma results are adjustments to reflect the impact of amortizing certain purchase accounting adjustments, such as the amortization of intangible assets and the accretion of interest income on certain acquired loans. The table also includes condensed pro forma information on our combined results of operations as they may have appeared assuming the ING Direct acquisition and 2012 U.S. card acquisition had been completed on January 1, 2011. Because the bargain purchase gain recognized in the ING Direct acquisition is a nonrecurring item, it is excluded from the pro forma results to present the information on a more comparative basis.

The pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the actual combined financial results had the closing of the ING Direct acquisition or the 2012 U.S. card acquisition been completed on January 1, 2011 nor does it reflect the benefits obtained through the integration of business operations realized since acquisition. Furthermore, the information is not indicative of the results of operations in future periods. The pro forma condensed combined financial information does not reflect the impact of possible business model changes nor does it consider any potential impacts of market conditions, expense efficiencies or other factors.

ING Direct
Impact

HSBC
Impact

Condensed
Combined
Pro Forma
Results

From February 17,
2012 through

From May 1,

2012 through

Year Ended

December 31,

(Dollars in millions)

December 31, 2012

2012

2011

Revenue⁽¹⁾

1,754

3,186

24,910

26,265

Income from continuing operations, net of tax

334

(377

)

3,211

4,596

⁽¹⁾

The amounts reported consist of gross interest income and gross non-interest income. Net revenue for ING Direct was $1.2 billion from acquisition on February 17, 2012 through December 31, 2012. Net revenue for HSBC was $2.9 billion from acquisition on May 1, 2012 through December 31, 2012. Net revenue includes interest income, non-interest income and interest expense.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
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-Name Emerging Issues Task Force (EITF)
-Number 88-16
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-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
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Discontinued Operations

24 Months Ended

Dec. 31, 2012

Discontinued Operations

NOTE 3—DISCONTINUED OPERATIONS

Shutdown of Mortgage Origination Operations of our Wholesale Mortgage Banking Unit

In the third quarter of 2007, we closed the mortgage origination operations of our wholesale mortgage banking unit, GreenPoint, which was acquired by us in December 2006 as part of the North Fork acquisition. The results of the wholesale banking unit have been accounted for as a discontinued operation and are therefore not included in our results from continuing operations in 2012, 2011 and 2010. We have no significant continuing involvement in these operations.

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


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Net interest expense	$	0		$	0		$	(1	)
Non-interest expense, net		(343	)		(168	)		(475	)

Loss from discontinued operations before tax		(343	)		(168	)		(476	)
Income tax benefit		(126	)		(62	)		(169	)

Loss from discontinued operations, net of tax	$	(217	)	$	(106	)	$	(307	)

The loss from discontinued operations includes an expense of $307 million ($194 million net of tax), $169 million ($120 million net of tax), and $432 million ($304 million net of tax) in 2012, 2011 and 2010, respectively, attributable to provisions for mortgage loan repurchase losses related to representations and warranties provided on loans previously sold to third parties by the wholesale mortgage banking unit. See “Note 21—Commitments, Contingencies and Guarantees” for further details.

The discontinued mortgage origination operations of our wholesale mortgage banking unit had remaining assets, which consisted primarily of income tax receivables, of $309 million and $304 million as of December 31, 2012 and 2011, respectively. Liabilities totaled $644 million and $680 million as of December 31, 2012 and 2011, respectively, consisting primarily of reserves for representations and warranties on loans previously sold to third parties.

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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Investment Securities

24 Months Ended

Dec. 31, 2012

Investment Securities

NOTE 4—INVESTMENT SECURITIES

Our portfolio of investment securities available for sale, which had a fair value of $64.0 billion and $38.8 billion as of December 31, 2012, and 2011, respectively, consisted primarily of the following: U.S. Treasury and U.S. agency debt obligations; agency and non-agency mortgage-backed securities (“MBS”); other asset-backed securities, and other investments. Based on fair value, investments in U.S. Treasury, agency securities and other securities explicitly or implicitly guaranteed by the U.S. Government represented 77% of our total investment securities available for sale as of December 31, 2012 and 2011, respectively.

Securities at Amortized Cost and Fair Value

Substantially all of our investment securities were classified as available for sale as of December 31, 2012 and reported in our consolidated balance sheets at fair value. In 2012, we purchased $9 million of securities that we designated as held to maturity. These securities are included in other assets in our consolidated balance sheets.

The following tables present the amortized cost, fair value and corresponding gross unrealized gains (losses), by major security type, for our investment securities as of December 31, 2012 and 2011. The gross unrealized gains (losses) related to our available-for-sale investment securities are recorded, net of tax, as a component of accumulated other comprehensive income (“AOCI”).


	December 31, 2012
(Dollars in millions)	Amortized Cost		Total Gross Unrealized Gains		Gross Unrealized Losses- OTTI⁽¹⁾			Gross Unrealized Losses- Other⁽²⁾			Total Gross Unrealized Losses			Fair Value
Securities available for sale:
U.S. Treasury debt obligations	$	1,548	$	4	$	0		$	0		$	0		$	1,552
U.S. agency debt obligations⁽³⁾		1,304		12		0			(2	)		(2	)		1,314
Residential mortgage-backed securities (“RMBS”):
Agency⁽⁴⁾		39,408		652		0			(58	)		(58	)		40,002
Non-agency		3,607		312		(38	)		(10	)		(48	)		3,871

Total RMBS		43,015		964		(38	)		(68	)		(106	)		43,873

Commercial mortgage-backed securities (“CMBS”):
Agency⁽⁴⁾		6,045		103		0			(4	)		(4	)		6,144
Non-agency		1,425		62		0			(2	)		(2	)		1,485

Total CMBS		7,470		165		0			(6	)		(6	)		7,629

Other asset-backed securities (“ABS”)⁽⁵⁾		8,393		70		0			(5	)		(5	)		8,458
Other⁽⁶⁾		1,120		34		0			(1	)		(1	)		1,153

Total securities available for sale	$	62,850	$	1,249	$	(38	)	$	(82	)	$	(120	)	$	63,979


	December 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	$	115	$	9	$	0		$	0		$	0		$	124
U.S. agency debt obligations⁽³⁾		131		7		0			0			0			138
Residential mortgage-backed securities (“RMBS”):
Agency⁽⁴⁾		24,980		539		0			(31	)		(31	)		25,488
Non-agency		1,340		1		(170	)		(9	)		(179	)		1,162

Total RMBS		26,320		540		(170	)		(40	)		(210	)		26,650

Commercial mortgage-backed securities (“CMBS”):
Agency⁽⁴⁾		697		14		0			0			0			711
Non-agency		459		17		0			0			0			476

Total CMBS		1,156		31		0			0			0			1,187

Other asset-backed securities (“ABS”)⁽⁵⁾		10,119		45		0			(14	)		(14	)		10,150
Other⁽⁶⁾		462		51		0			(3	)		(3	)		510

Total securities available for sale	$	38,303	$	683	$	(170	)	$	(57	)	$	(227	)	$	38,759

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

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

⁽³⁾

Includes debt securities issued by Fannie Mae and Freddie Mac with an amortized cost of $300 million and $130 million as of December 31, 2012 and 2011, respectively, and fair value of $302 million and $137 as of December 31, 2012 and 2011, respectively. The remaining balance consists of debt explicitly or implicitly guaranteed by the U.S. Government.

⁽⁴⁾

Includes Mortgage-backed Securities (“MBS”) issued by Fannie Mae, Freddie Mac and Ginnie Mae, each of which individually exceeded 10% of our stockholders’ equity as of the end of each reported period. Fannie Mae MBS had an amortized cost of $22.9 billion and $12.3 billion as of December 31, 2012, and 2011, respectively, and a fair value of $23.2 billion and $12.6 billion as of December 31, 2012 and 2011, respectively. Freddie Mac MBS had an amortized cost of $12.6 billion and $8.9 billion as of December 31, 2012 and 2011, respectively, and a fair value of $12.9 billion and $9.1 billion as of December 31, 2012 and 2011, respectively. Ginnie Mae MBS had an amortized cost of $9.9 billion and $4.5 billion as of December 31, 2012 and 2011, respectively, and a fair value of $10.0 billion and $4.5 billion as of December 31, 2012 and 2011, respectively.

⁽⁵⁾

This portfolio was collateralized by approximately 64% credit card loans, 18% auto dealer floor plan inventory loans and leases, 6% auto loans, 1% student loans, 5% equipment loans, 2% commercial paper, and 4% other as of December 31, 2012. In comparison, the distribution was approximately 75% credit card loans, 11% auto dealer floor plan inventory loans and leases, 6% auto loans, 4% student loans, 2% equipment loans, and 2% other as of December 31, 2011. Approximately 82% of the securities in our other asset-backed security portfolio were rated AAA or its equivalent as of December 31, 2012, compared with 86% as of December 31, 2011.

⁽⁶⁾	Includes foreign government/agency bonds, covered bonds, 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 investment securities in a gross unrealized loss position and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2012 and 2011.


	December 31, 2012
	Less than 12 Months					12 Months or Longer					Total
(Dollars in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Securities available for sale:
US Treasury Obligations	$	371	$	(2	)	$	0	$	0		$	371	$	(2	)
RMBS:
Agency⁽¹⁾		8,720		(46	)		884		(12	)		9,604		(58	)
Non-agency		196		(19	)		471		(29	)		667		(48	)

Total RMBS		8,916		(65	)		1,355		(41	)		10,271		(106	)

CMBS:
Agency⁽¹⁾		1,009		(4	)		0		0			1,009		(4	)
Non-agency		201		(2	)		0		0			201		(2	)

Total CMBS		1,210		(6	)		0		0			1,210		(6	)

ABS		1,102		(4	)		99		(1	)		1,201		(5	)
Other		103		0			13		(1	)		116		(1	)

Total securities available for sale in a gross unrealized loss position	$	11,702	$	(77	)	$	1,467	$	(43	)	$	13,169	$	(120	)


	December 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:
RMBS:
Agency⁽¹⁾	$	4,731	$	(30	)	$	334	$	(1	)	$	5,065	$	(31	)
Non-agency		151		(17	)		986		(162	)		1,137		(179	)

Total RMBS		4,882		(47	)		1,320		(163	)		6,202		(210	)

CMBS:
Agency⁽¹⁾		100		0			0		0			100		0
Non-agency		67		0			0		0			67		0

Total CMBS		167		0			0		0			167		0

ABS		2,084		(11	)		81		(3	)		2,165		(14	)
Other		198		0			85		(3	)		283		(3	)

Total securities available for sale in a gross unrealized loss position	$	7,331	$	(58	)	$	1,486	$	(169	)	$	8,817	$	(227	)

⁽¹⁾	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

The gross unrealized losses on our available-for-sale securities investment of $120 million as of December 31, 2012 relate to 532 individual securities. Our investments in non-agency MBS and non-agency asset-backed securities accounted for $55 million, or 46%, of total gross unrealized losses as of December 31, 2012. Of the $120 million gross unrealized losses as of December 31, 2012, $43 million related to investment 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 investment securities with unrealized losses to assess whether the impairment is other-than-temporary. Based on our assessments, we have recorded OTTI for a portion of our non-agency residential MBS, which is discussed in more detail in the Other-than-temporary impairment section of this footnote.

Maturities and Yields of Securities Available for Sale

The following table summarizes the remaining scheduled contractual maturities, assuming no prepayments, of our investment securities as of December 31, 2012:


	December 31, 2012
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,464	$	2,471
Due after 1 year through 5 years		7,002		7,037
Due after 5 years through 10 years		4,674		4,756
Due after 10 years⁽¹⁾		48,710		49,715

Total	$	62,850	$	63,979

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

Because borrowers may have the right to call or prepay certain obligations, the expected maturities of our securities are likely to differ from the scheduled contractual maturities presented above. The table below summarizes, by major security type, the expected maturities and the weighted average yields of our investment securities as of December 31, 2012. Actual calls or prepayment rates may differ from our estimates, which may cause the actual maturities of our investment securities to differ from the expected maturities presented below.

December 31, 2012

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

702

0.21

850

0.50

1,552

0.37

U.S. agency debt obligations⁽²⁾

103

4.59

2.32

1,131

1.75

3.48

1,314

2.01

RMBS:

Agency⁽³⁾

1,539

2.93

22,350

2.77

15,787

2.58

326

3.13

40,002

2.70

Non-agency

8.52

1,720

7.76

1,922

7.98

142

7.68

3,871

7.88

Total RMBS

1,626

3.22

24,070

3.11

17,709

3.13

468

4.54

43,873

3.14

CMBS:

Agency⁽³⁾

1.60

3,686

1.84

2,356

2.31

6.85

6,144

2.02

Non-agency

305

3.73

279

3.47

901

3.22

1,485

3.38

Total CMBS

399

3.23

3,965

1.95

3,257

2.55

6.85

7,629

2.28

ABS

2,082

1.41

5,525

1.15

755

2.23

6.84

8,458

1.37

Other⁽⁴⁾

455

0.71

495

1.55

2.35

127

0.04

1,153

1.13

Total securities available for sale

5,367

1.94

34,971

2.58

22,928

2.95

713

4.17

63,979

2.67

Amortized cost of securities available-for-sale

5,358

34,318

22,506

668

62,850

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

⁽²⁾	Consists of debt securities issued by Fannie Mae and Freddie Mac and other investments which are implicitly or explicitly guaranteed by the U.S. government.

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

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

Other-Than-Temporary Impairment

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

We assess, 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 effective 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 years ended December 31, 2012, 2011 and 2010:


	Year Ended December 31,
(Dollars in millions)	2012		2011			2010 ⁽¹⁾
Total OTTI losses	$	38	$	131		$	128
Portion of other-than-temporary losses recorded in AOCI ⁽²⁾		14		(110	)		(63	)

Net OTTI losses recognized in earnings	$	52	$	21		$	65

⁽¹⁾	We recognized $36 million of OTTI losses in earnings for securities sold during 2010.

⁽²⁾	In 2012, based on our ongoing OTTI assessments, we determined that the projected cash flows on certain acquired investment securities were less than their initial fair value at acquisition and the difference was therefore recognized in earnings.

As indicated in the table above, we recorded net OTTI in earnings totaling $52 million, $21 million and $65 million in 2012, 2011 and 2010, respectively. The cumulative non-credit related portion of OTTI on these securities recorded in AOCI totaled $9 million and $170 million as of December 31, 2012 and 2011, respectively. We estimate the portion of losses attributable to credit using a discounted cash flow model and we estimate the expected cash flows from the underlying collateral using 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 securities for which we have not recognized an OTTI on of $82 million and $57 million as of December 31, 2012 and 2011, respectively, are attributable to issuer specific credit spreads and changes in market interest rates and asset spreads. Therefore, we currently do not expect to incur credit losses related to these securities. In addition, we have no intent to sell these securities with unrealized losses and it is not more likely than not that we will be required to sell these securities prior to recovery of their amortized cost. Accordingly, we have concluded that the impairment on these securities is not other-than-temporary.

The table below presents activity for the years ended December 31, 2012, 2011 and 2010, related to the credit component of OTTI recognized in earnings on investment debt securities:


	Year Ended December 31,
(Dollars in millions)	2012		2011			2010
Credit loss component, beginning of period	$	68	$	49		$	32
Additions:
Initial credit impairment		22		3			12
Subsequent credit impairment		30		18			17

Total additions		52		21			29

Reductions:
Sales of credit-impaired securities		0		(2	)		(4	)
Change in intent to sell or requirement to sell		0		0			(8	)

Total reductions		0		(2	)		(12	)

Ending balance	$	120	$	68		$	49

AOCI Related to Securities Available for Sale

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


	Year Ended December 31, 2012
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	456		$	170		$	286
Net unrealized gains		718			273			445
Net realized losses (gains) reclassified from AOCI into earnings		(45	)		(17	)		(28	)

Ending balance AOCI related to securities available for sale	$	1,129		$	426		$	703


	Year Ended December 31, 2011
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	572		$	203		$	369
Net unrealized gains		64			31			33
Net realized losses (gains) reclassified from AOCI into earnings		(180	)		(64	)		(116	)

Ending balance AOCI related to securities available for sale	$	456		$	170		$	286

	Year Ended December 31, 2010
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	288		$	102		$	186
Net unrealized gains		343			122			221
Net realized losses (gains) reclassified from AOCI into earnings		(59	)		(21	)		(38	)

Ending balance AOCI related to securities available for sale	$	572		$	203		$	369

Realized Gains and Losses on Securities Available for Sale

The following table presents the gross realized gains and losses on the sale and redemption of available-for-sale securities recognized in earnings in 2012, 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. We sold approximately $16.9 billion of investment securities, consisting predominantly of agency MBS, during the year ended December 31, 2012. We recorded a net realized gain of $45 million on the sale of these securities.


	Year Ended December 31,
(Dollars in millions)	2012			2011		2010
Gross realized investment gains	$	56		$	259	$	141
Gross realized investment losses		(11	)		0		0

Net realized gains	$	45		$	259	$	141

Total proceeds from sales	$	16,894		$	9,169	$	12,466

Securities Pledged

As part of our liquidity management strategy, we pledge securities to secure borrowings from counterparties including the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank. We also pledge securities to secure trust and public deposits and for other purposes as required or permitted by law. We pledged securities with a fair value of $13.8 billion and $8.8 billion as of December 31, 2012 and 2011, respectively, primarily related to FHLB transaction and Public Fund deposits. We accepted securities with a fair value of $238 million and $4 million as of December 31, 2012 and 2011, primarily related to our derivative transactions in 2012 and secured borrowings transactions in 2011.

Securities Acquired

In connection with the February 17, 2012 acquisition of ING Direct, we acquired investments in debt securities that had a fair value of $30.2 billion at acquisition. We concluded that certain of these securities, which had an estimated fair value of $2.9 billion and contractually required principal and interest payments of $5.6 billion at acquisition, were credit-impaired because there was evidence of credit deterioration and it was probable that we would not collect all contractually required principal and interest payments due.

In accounting for acquired credit-impaired debt securities, we first determine the contractually required payments due, which represent the total undiscounted amount of all uncollected principal and interest payments, adjusted for the effect of estimated prepayments. We then estimate the undiscounted cash flows we expect to collect. The difference between the contractually required payments due and the cash flows we expect to collect at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference. The nonaccretable difference, which is neither accreted into income nor recorded on our consolidated balance sheet, reflects estimated future credit losses expected to be incurred over the life of the security. The excess of cash flows expected to be collected over the estimated fair value of credit-impaired debt securities at acquisition is referred to as the accretable yield, which is accreted into interest income over the remaining life of the security using the effective interest method.

Subsequent to acquisition, we complete quarterly evaluations of expected cash flows. Decreases in expected cash flows attributable to credit result in the recognition of other-than-temporary impairment. Increases in expected cash flows are recognized prospectively over the remaining life of the security as an adjustment to the accretable yield.

In accounting for the acquired investments in debt securities that we did not consider to be credit impaired at acquisition, any premium or discount at acquisition is recognized in interest income over the contractual life of the security using the effective interest method.

Initial Fair Value and Accretable Yield of Acquired Credit-Impaired Investment Debt Securities

The table below displays the contractually required principal and interest cash flows expected to be collected and the fair value, at acquisition, of the acquired ING Direct credit-impaired investment debt securities. The table also displays the nonaccretable difference and the accretable yield at acquisition.

At Acquisition on February 17, 2012


(Dollars in millions)	Purchased Credit-Impaired Securities
Contractually outstanding principal and interest at acquisition	$	5,646
Less: Nonaccretable difference (expected principal losses of $1.1 billion and foregone interest of $157 million)		(1,260	)

Cash flows expected to be collected at acquisition⁽¹⁾		4,386
Less: Accretable yield		(1,474	)

Fair value of securities acquired	$	2,912

⁽¹⁾	Represents undiscounted expected principal and interest cash flows at acquisition.

Outstanding Balance and Carrying Value of Acquired Securities

The table below presents the outstanding contractual balance and the carrying value of the acquired credit-impaired investment debt securities as of December 31, 2012:


	December 31, 2012
(Dollars in millions)	Purchased Credit-Impaired Securities
Contractual principal and interest	$	5,242

Carrying value	$	2,585

Changes in Accretable Yield of Acquired Securities

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


(Dollars in millions)	Purchased Credit-Impaired Securities
Accretable yield prior to February 17, 2012	$	0
Additions from new acquisitions⁽¹⁾		1,743
Accretion recognized in earnings		(202	)
Reductions due to disposals, transfers, and other non-credit related changes		0
Net reclassifications (to)/from nonaccretable difference		(29	)

Accretable yield as of December 31, 2012	$	1,512

⁽¹⁾	Includes securities acquired from ING Direct as well as other securities.

Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
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-Name Accounting Standards Codification
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Loans

24 Months Ended

Dec. 31, 2012

Loans

NOTE 5—LOANS

Loan Portfolio Composition

Loans Acquired in Business Acquisitions

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

Acquired Loans Accounted for Based on Expected Cash Flows

We use the term “acquired loans” to refer to a limited portion of the credit card loans acquired in the 2012 U.S. card acquisition and the substantial majority of consumer and commercial loans acquired in the ING Direct and CCB acquisitions, which are accounted for based on expected cash flows to be collected. Acquired loans accounted for based on expected cash flows to be collected was $37.1 billion as of December 31, 2012, compared with $4.7 billion as of December 31, 2011. The increase was largely due to the acquired loans from the ING Direct acquisition.

We regularly update our estimate of the amount of expected principal and interest to be collected from these loans and evaluate the results on an aggregated pool basis for loans with common risk characteristics. Probable decreases in expected loan principal cash flows would trigger the recognition of impairment through our provision for credit losses. Probable and significant increases in expected cash flows would first reverse any previously recorded allowance for loan and lease losses established subsequent to acquisition, with any remaining increase in expected cash flows recognized prospectively in interest income over the remaining estimated life of the underlying loans. We increased the allowance and recorded a provision for credit losses of $31 million for year ended December 31, 2012 related to certain pools of acquired loans. The cumulative impairment recognized on acquired loans totaled $57 million and $26 million as of December 31, 2012 and 2011, respectively. The credit performance of the remaining pools has generally been in line with our expectations, and, in some cases, more favorable than expected, which has resulted in the reclassification of amounts from the nonaccretable difference to the accretable yield.

Loans Acquired and Accounted for Based on Contractual Cash Flows

Of the loans acquired in the 2012 U.S. card acquisition, there were loans of $26.2 billion designated as held for investment that had existing revolving privileges at acquisition and were, therefore, excluded from the accounting guidance applied to the acquired loans described in the paragraphs above.

These loans were recorded at a fair value of $26.9 billion, resulting in a net premium of $705 million at acquisition. Fair value was determined by discounting all expected cash flows (contractual principal, interest, finance charges and fees of $33.3 billion less those amounts not expected to be collected of $3.0 billion) at a market discount rate.

Under applicable accounting guidance, we are required to amortize the net premium of $705 million over the contractual principal amount as an adjustment to interest income over the remaining life of the loans. Given the guidance applicable to acquired revolving loans, it is necessary to record an allowance through provision expense to properly recognize an estimate of incurred losses on the existing principal balances, which represents a portion of the total amounts not expected to be collected described above. At acquisition, we recorded a provision for credit losses of $1.2 billion to establish an initial allowance primarily related to these loans. The allowance was calculated using the same methodology utilized for determining the allowance for our existing credit card portfolio. The provision for credit losses of $1.2 billion is included in the total provision for credit losses of $4.4 billion recorded during 2012 as indicated in “Note 6—Allowance for Loan and Lease Losses.”

Excluded from the amounts above were acquired revolving loans from the 2012 U.S. card acquisition with a fair value of $471 million that we designated as held for sale at acquisition. We closed on the sale of these receivables early in the third quarter.

The table below presents the composition of our held-for-investment loan portfolio, including restricted loans for securitization investors, as of December 31, 2012 and 2011.


	December 31,
(Dollars in millions)	2012		2011
Credit Card business:
Domestic credit card loans	$	82,328	$	54,682
International credit card loans		8,614		8,466

Total credit card loans		90,942		63,148

Domestic installment loans		813		1,927

Total credit card		91,755		65,075

Consumer Banking business:
Auto		27,123		21,779
Home loan		44,100		10,433
Other retail		3,904		4,103

Total consumer banking		75,127		36,315

Commercial Banking business:⁽¹⁾
Commercial and multifamily real estate		17,732		15,736
Commercial and industrial		19,892		17,088

Total commercial lending		37,624		32,824
Small-ticket commercial real estate		1,196		1,503

Total commercial banking		38,820		34,327
Other:
Other loans		187		175

Total loans	$	205,889	$	135,892

⁽¹⁾	Includes construction loans and land development loans totaling $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively.

The significant increase in loans held for investment was attributable to the addition of $40.4 billion of loans from the ING Direct acquisition and $27.8 billion of loans classified as held for investment from the 2012 U.S. card acquisition, which was partially offset by the continued expected run-off of loans in businesses we exited or repositioned, other loan pay downs and charge-offs.

Credit Quality

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

The following table summarizes the payment status of loans in our total loan portfolio, including an aging of delinquent loans, loans 90 days or more past due continuing to accrue interest and loans classified as nonperforming. We present the information below on the credit performance of our loan portfolio, by major loan category, including key metrics that we use in tracking changes in the credit quality of each of our loan portfolios. The delinquency aging includes all past due loans, both performing and nonperforming, as of December 31, 2012 and 2011.

Loans 90 days or more past due totaled approximately $2.3 billion and $2.0 billion as of December 31, 2012 and 2011, respectively. Loans classified as nonperforming totaled $1.1 billion as of both December 31, 2012 and 2011, respectively.

December 31, 2012

(Dollars in millions)

Current

30-59
Days

60-89
Days

> 90
Days

Total
Delinquent
Loans

Acquired
Loans⁽¹⁾

Total
Loans

> 90 Days
and
Accruing⁽²⁾

Nonperforming
Loans⁽²⁾

Credit Card:

Domestic credit card

79,852

932

659

1,410

3,001

288

83,141

1,410

International credit card

8,227

145

153

387

8,614

100

Total credit card

88,079

1,077

748

1,563

3,388

288

91,755

1,510

100

Consumer Banking:

Auto

25,057

1,341

559

149

2,049

27,123

149

Home loan

7,317

288

380

36,403

44,100

422

Retail banking

3,789

3,904

Total consumer banking

36,163

1,430

598

482

2,510

36,454

75,127

642

Commercial Banking:

Commercial and multifamily real estate

17,357

107

248

127

17,732

137

Commercial and industrial

19,525

135

232

19,892

133

Total commercial lending

36,882

121

182

383

359

37,624

270

Small-ticket commercial real estate

1,153

1,196

Total commercial banking

38,035

149

188

426

359

38,820

282

Other:

Other loans

118

187

Total

162,395

2,664

1,440

2,256

6,360

37,134

205,889

1,527

1,054

% of Total loans

78.9

1.3

0.7

1.1

3.1

18.0

100.0

0.7

0.5


	December 31, 2011
(Dollars in millions)	Current			30-59 Days			60-89 Days			> 90 Days			Total Delinquent Loans			Acquired Loans⁽¹⁾			Total Loans			> 90 Days and Accruing⁽²⁾			Nonperforming Loans⁽²⁾
Credit Card:
Domestic credit card	$	54,536		$	627		$	445		$	1,001		$	2,073		$	0		$	56,609		$	1,001		$	0
International credit card		8,028			145			98			195			438			0			8,466			195			0

Total credit card		62,564			772			543			1,196			2,511			0			65,075			1,196			0

Consumer Banking:
Auto		20,128			1,075			423			106			1,604			47			21,779			0			106
Home loan		5,843			89			43			346			478			4,112			10,433			1			456
Retail banking		3,964			24			17			53			94			45			4,103			4			90

Total consumer banking		29,935			1,188			483			505			2,176			4,204			36,315			5			652

Commercial Banking:
Commercial and multifamily real estate		15,231			172			23			147			342			163			15,736			34			207
Commercial and industrial		16,618			63			16			73			152			318			17,088			7			125

Total commercial lending		31,849			235			39			220			494			481			32,824			41			332

Small-ticket commercial real estate		1,362			98			19			24			141			0			1,503			0			40

Total commercial banking		33,211			333			58			244			635			481			34,327			41			372

Other:
Other loans		129			13			8			25			46			0			175			0			35

Total	$	125,839		$	2,306		$	1,092		$	1,970		$	5,368		$	4,685		$	135,892		$	1,242		$	1,059

% of Total loans		92.6	%		1.7	%		0.8	%		1.5	%		4.0	%		3.4	%		100.0	%		0.9	%		0.8	%

⁽¹⁾

Acquired loans include loans acquired and accounted for under the accounting guidance for loans acquired in a transfer including business combinations. These loans are subsequently accounted for based on the acquired loans’ expected cash flows. Excludes loans subsequently accounted for based on the acquired loans’ contractual cash flows.

⁽²⁾	Acquired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Credit Card

Our credit card loan portfolio is generally highly diversified across millions of accounts and multiple geographies without significant individual exposures. We therefore generally manage credit risk on a portfolio basis. The risk in our credit card portfolio is correlated with broad economic trends, such as unemployment rates, gross domestic product (“GDP”), and home values, as well as customer liquidity, which can have a material effect on credit performance. The primary factors we assess in monitoring the credit quality and risk of our credit card portfolio are delinquency and charge-off trends, including an analysis of the migration of loans between delinquency categories over time. The table below displays the geographic profile of our credit card loan portfolio and delinquency statistics as of December 31, 2012 and 2011. We also present comparative net charge-offs for the years ended December 31, 2012 and 2011.

Credit Card: Risk Profile by Geographic Region and Delinquency Status

December 31, 2012

December 31, 2011

(Dollars in millions)

Loans

% of
Total⁽¹⁾

Acquired
Loans

% of
Total⁽¹⁾

Total

% of
Total⁽¹⁾

Total

% of
Total⁽¹⁾

Domestic credit card and installment loans:

California

9,245

10.0

0.1

9,276

10.1

6,410

9.9

Texas

5,910

6.5

0.0

5,933

6.5

3,862

5.9

New York

5,846

6.4

0.0

5,869

6.4

3,737

5.7

Florida

4,835

5.3

0.0

4,852

5.3

3,382

5.2

Illinois

4,100

4.5

0.0

4,115

4.5

2,664

4.1

Pennsylvania

3,861

4.2

0.0

3,875

4.2

2,575

4.0

Ohio

3,351

3.6

0.0

3,363

3.6

2,284

3.5

New Jersey

3,060

3.3

0.0

3,070

3.3

2,162

3.3

Michigan

2,917

3.2

0.0

2,928

3.2

1,834

2.8

Other

39,728

43.3

132

0.2

39,860

43.5

27,699

42.6

Total domestic credit card and installment loans

82,853

90.3

288

0.3

83,141

90.6

56,609

87.0

International credit card:

United Kingdom

3,678

4.0

0.0

3,678

4.0

3,828

5.9

Canada

4,936

5.4

0.0

4,936

5.4

4,638

7.1

Total international credit card

8,614

9.4

0.0

8,614

9.4

8,466

13.0

Total credit card and installment loans

91,467

99.7

288

0.3

91,755

100.0

65,075

100.0

Selected credit metrics:

30+ day delinquencies⁽²⁾

3,326

3.62

0.07

3,388

3.69

2,511

3.86

90+ day delinquencies⁽²⁾

1,530

1.67

0.03

1,563

1.70

1,196

1.84


	December 31,
	2012					2011
(Dollars in millions)	Amount		Rate			Amount		Rate
Net charge-offs:
Domestic credit card	$	2,532		3.53	%	$	2,522		4.72	%
International credit card		412		4.98			534		6.18

Total⁽³⁾	$	2,944		3.68	%	$	3,056		4.92	%

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

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

⁽³⁾	Calculated by dividing net charge-offs by average credit card loans held for investment during 2012 and 2011.

The 30+ day delinquency rate for our entire credit card loan portfolio decreased to 3.69% as of December 31, 2012, from 3.86% as of December 31, 2011, reflecting underlying credit improvement trends.

Consumer Banking

Our consumer banking loan portfolio consists of auto, home loan and retail banking loans. Similar to our credit card loan portfolio, the risk in our consumer banking loan portfolio is correlated with broad economic trends, such as unemployment rates, GDP, and home values, as well as customer liquidity, which can have a material effect on credit performance. Delinquency, nonperforming loans and charge-off trends are key factors we assess in monitoring the credit quality and risk of our consumer banking loan portfolio. The table below displays the geographic profile of our consumer banking loan portfolio, including acquired loans. We also present the delinquency and nonperforming loan rates of our consumer banking loan portfolio, excluding acquired loans, as of December 31, 2012 and 2011, and net charge-offs for the years ended December 31, 2012 and 2011.

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

December 31, 2012

Loans

Acquired Loans

Total

(Dollars in millions)

Loans

% of
Total⁽¹⁾

Loans

% of
Total⁽¹⁾

Loans

% of
Total⁽¹⁾

Auto:

Texas

4,317

5.7

0.0

4,317

5.7

California

2,676

3.6

0.0

2,676

3.6

Florida

1,621

2.1

0.0

1,621

2.1

Louisiana

1,504

2.0

0.0

1,504

2.0

Georgia

1,404

1.9

0.0

1,404

1.9

Illinois

1,134

1.5

0.0

1,134

1.5

Ohio

1,032

1.4

0.0

1,032

1.4

Other

13,418

17.8

0.1

13,435

17.9

Total auto

27,106

36.0

0.1

27,123

36.1

Home loan:

California

1,168

1.6

9,098

12.1

10,266

13.7

New York

1,678

2.2

1,598

2.1

3,276

4.3

Illinois

102

0.1

2,875

3.8

2,977

3.9

Maryland

403

0.5

1,878

2.5

2,281

3.0

New Jersey

402

0.5

1,717

2.3

2,119

2.8

Virginia

342

0.5

1,748

2.3

2,090

2.8

Florida

183

0.3

1,863

2.5

2,046

2.8

Other

3,419

4.6

15,626

20.8

19,045

25.4

Total home loan

7,697

10.3

36,403

48.4

44,100

58.7

Retail banking:

Louisiana

1,447

1.9

0.0

1,447

1.9

New York

864

1.2

0.0

864

1.2

Texas

844

1.1

0.0

844

1.1

New Jersey

312

0.4

0.0

312

0.4

Maryland

0.1

116

0.2

Virginia

0.1

0.0

0.1

California

0.1

0.0

0.1

Other

182

0.2

0.0

187

0.2

Total retail banking

3,870

5.1

0.1

3,904

5.2

Total consumer banking

38,673

51.4

36,454

48.6

75,127

100.0

December 31, 2012

Auto

Home Loan

Retail Banking

Total Consumer
Banking

(Dollars in millions)

Amount

Rate

Amount

Rate

Amount

Rate

Amount

Rate

Credit performance:⁽²⁾

30+ day delinquencies

2,049

7.55

380

0.86

2.07

2,510

3.34

90+ day delinquencies

149

0.55

288

0.65

1.15

482

0.64

Nonperforming loans

149

0.55

422

0.96

1.82

642

0.85


	December 31, 2011
	Loans					Acquired Loans					Total
(Dollars in millions)	Loans		% of Total⁽¹⁾			Loans		% of Total⁽¹⁾			Loans		% of Total⁽¹⁾
Auto:
Texas	$	3,901		10.7	%	$	0		0.0	%	$	3,901		10.7	%
California		1,837		5.1			0		0.0			1,837		5.1
Louisiana		1,389		3.8			0		0.0			1,389		3.8
Florida		1,196		3.3			0		0.0			1,196		3.3
Georgia		1,124		3.1			0		0.0			1,124		3.1
Illinois		950		2.6			0		0.0			950		2.6
New York		940		2.6			0		0.0			940		2.6
Other		10,395		28.7			47		0.1			10,442		28.8

Total auto	$	21,732		59.9	%	$	47		0.1	%	$	21,779		60.0	%

Home loan:
New York	$	1,770		4.9	%	$	276		0.8	%	$	2,046		5.7	%
California		768		2.1			1,128		3.1			1,896		5.2
Louisiana		1,528		4.2			2		0.0			1,530		4.2
Maryland		286		0.8			618		1.7			904		2.5
Virginia		206		0.6			588		1.6			794		2.2
New Jersey		344		0.9			235		0.6			579		1.5
Other		1,419		3.9			1,265		3.5			2,684		7.4

Total home loan	$	6,321		17.4	%	$	4,112		11.3	%	$	10,433		28.7	%

Retail banking:
Louisiana	$	1,514		4.2	%	$	0		0.0	%	$	1,514		4.2	%
Texas		930		2.6			0		0.0			930		2.6
New York		896		2.5			0		0.0			896		2.5
New Jersey		295		0.8			0		0.0			295		0.8
District of Columbia		254		0.7			7		0.0			261		0.7
Maryland		49		0.1			23		0.1			72		0.2
Virginia		30		0.1			12		0.0			42		0.1
Other		90		0.2			3		0.0			93		0.2

Total retail banking	$	4,058		11.2	%	$	45		0.1	%	$	4,103		11.3	%

Total consumer banking	$	32,111		88.5	%	$	4,204		11.5	%	$	36,315		100.0	%


	December 31, 2011
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:⁽²⁾
30+ day delinquencies	$	1,604		7.36	%	$	478		4.58	%	$	94		2.29	%	$	2,176		5.99	%
90+ day delinquencies		106		0.48			346		3.32			53		1.29			505		1.39
Nonperforming loans		106		0.48			456		4.37			90		2.18			652		1.79

December 31, 2012

Auto

Home Loan

Retail Banking

Total Consumer
Banking

(Dollars in millions)

Amount

Rate

Amount

Rate

Amount

Rate

Amount

Rate

Net charge-offs⁽³⁾

414

1.66

0.12

1.57

531

0.74


	December 31, 2011
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs⁽³⁾	$	334		1.72	%	$	77		0.68	%	$	73		1.78	%	$	484		1.39	%

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

⁽²⁾

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

⁽³⁾	Calculated by dividing net charge-offs by average loans held for investment during 2012 and 2011.

Home Loan

Our home loan portfolio consists of both first-lien and second-lien residential mortgage loans. In evaluating the credit quality and risk of our home loan portfolio, we continually monitor a variety of mortgage loan characteristics that may affect the default experience on our overall home loan portfolio, such as vintage, geographic concentrations, lien priority and product type. Certain loan concentrations have experienced higher delinquency rates as a result of the significant decline in home prices since the home price peak in 2006 and the rise in unemployment. These loan concentrations include loans originated between 2006 and 2008 in an environment of decreasing home sales, broadly declining home prices and more relaxed underwriting standards and loans on properties in Arizona, California, Florida and Nevada, which have experienced the most severe decline in home prices. The following table presents the distribution of our home loan portfolio as of December 31, 2012 and 2011, based on selected key risk characteristics.

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

December 31, 2012

Loans

Acquired Loans

Total Home Loans

(Dollars in millions)

Amount

% of
Total⁽¹⁾

Amount

% of
Total⁽¹⁾

Amount

% of
Total⁽¹⁾

Origination year:

< = 2005

3,483

7.9

4,858

11.0

8,341

18.9

2006

621

1.4

2,865

6.5

3,486

7.9

2007

446

1.0

6,189

14.0

6,635

15.0

2008

257

0.6

5,210

11.8

5,467

12.4

2009

167

0.4

3,438

7.8

3,605

8.2

2010

188

0.4

6,024

13.7

6,212

14.1

2011

324

0.7

6,705

15.2

7,029

15.9

2012

2,211

5.1

1,114

2.5

3,325

7.6

Total

7,697

17.5

36,403

82.5

44,100

100.0

Geographic concentration:⁽²⁾

California

1,168

2.7

9,098

20.6

10,266

23.3

New York

1,678

3.8

1,598

3.6

3,276

7.4

Illinois

102

0.2

2,875

6.5

2,977

6.7

Maryland

403

0.9

1,878

4.3

2,281

5.2

New Jersey

402

0.9

1,717

3.9

2,119

4.8

Virginia

342

0.8

1,748

4.0

2,090

4.8

Florida

183

0.4

1,863

4.2

2,046

4.6

Arizona

0.2

1,828

4.1

1,923

4.3

Washington

113

0.3

1,766

4.0

1,879

4.3

Colorado

126

0.3

1,594

3.6

1,720

3.9

Other

3,085

7.0

10,438

23.7

13,523

30.7

Total

7,697

17.5

36,403

82.5

44,100

100.0

Lien type:

1^st lien

6,502

14.8

35,905

81.4

42,407

96.2

2^nd lien

1,195

2.7

498

1.1

1,693

3.8

Total

7,697

17.5

36,403

82.5

44,100

100.0

Interest rate type:

Fixed rate

2,534

5.8

4,037

9.1

6,571

14.9

Adjustable rate

5,163

11.7

32,366

73.4

37,529

85.1

Total

7,697

17.5

36,403

82.5

44,100

100.0


	December 31, 2011
	Loans					Acquired Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total⁽¹⁾			Amount		% of Total⁽¹⁾			Amount		% of Total⁽¹⁾
Origination year:
< = 2005	$	4,113		39.4	%	$	1,675		16.1	%	$	5,788		55.5	%
2006		699		6.7			908		8.7			1,607		15.4
2007		508		4.9			1,114		10.7			1,622		15.6
2008		243		2.3			325		3.1			568		5.4
2009		178		1.7			27		0.3			205		2.0
2010		237		2.3			49		0.4			286		2.7
2011		343		3.3			14		0.1			357		3.4

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Geographic concentration:⁽²⁾
New York	$	1,770		17.0	%	$	276		2.6	%	$	2,046		19.6	%
California		768		7.4			1,128		10.8			1,896		18.2
Louisiana		1,528		14.6			2		0.1			1,530		14.7
Maryland		286		2.7			618		5.9			904		8.6
Virginia		206		2.0			588		5.6			794		7.6
New Jersey		344		3.3			235		2.3			579		5.6
Texas		460		4.4			32		0.3			492		4.7
Florida		107		1.0			212		2.0			319		3.0
District of Columbia		69		0.7			158		1.5			227		2.2
Connecticut		87		0.8			76		0.7			163		1.5
Other		696		6.7			787		7.6			1,483		14.3

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Lien type:
1^st lien	$	5,194		49.8	%	$	3,547		34.0	%	$	8,741		83.8	%
2^nd lien		1,127		10.8			565		5.4			1,692		16.2

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Interest rate type:
Fixed rate	$	2,627		25.2	%	$	119		1.1	%	$	2,746		26.3	%
Adjustable rate		3,694		35.4			3,993		38.3			7,687		73.7

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

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

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

Commercial Banking

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

•

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

•

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

•

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

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

The following table presents the geographic distribution and internal risk ratings of our commercial loan portfolio as of December 31, 2012 and 2011.

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

December 31, 2012

(Dollars in millions)

Commercial
&
Multifamily
Real Estate

% of
Total⁽²⁾

Commercial
and
Industrial

% of
Total⁽²⁾

Small-ticket
Commercial
Real Estate

% of
Total⁽²⁾

Total
Commercial

% of
Total⁽²⁾

Geographic concentration:⁽³⁾

Loans:

Northeast

13,299

75.0

5,460

27.4

723

60.5

19,482

50.2

Mid-Atlantic

1,398

7.9

1,149

5.8

3.9

2,594

6.7

South

2,055

11.6

9,182

46.2

6.0

11,309

29.1

Other

853

4.8

3,869

19.4

354

29.6

5,076

13.1

Loans

17,605

99.3

19,660

98.8

1,196

100.0

38,461

99.1

Acquired loans

127

0.7

232

1.2

0.0

359

0.9

Total

17,732

100.0

19,892

100.0

1,196

100.0

38,820

100.0

Internal risk rating:⁽⁴⁾

Loans:

Noncriticized

16,614

93.7

19,073

95.9

1,152

96.3

36,839

94.9

Criticized performing

853

4.8

454

2.3

2.8

1,340

3.5

Criticized nonperforming

138

0.8

133

0.6

0.9

282

0.7

Loans

17,605

99.3

19,660

98.8

1,196

100.0

38,461

99.1

Acquired loans:

Noncriticized

0.4

228

1.2

0.0

305

0.8

Criticized performing

0.3

0.0

0.1

Total acquired loans

127

0.7

232

1.2

0.0

359

0.9

Total

17,732

100.0

19,892

100.0

1,196

100.0

38,820

100.0


	December 31, 2011
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total⁽²⁾			Commercial and Industrial		% of Total⁽²⁾			Small-ticket Commercial Real Estate		% of Total⁽²⁾			Total Commercial		% of Total⁽²⁾
Geographic concentration:⁽³⁾
Loans:
Northeast	$	11,470		72.9	%	$	4,987		29.1	%	$	790		52.6	%	$	17,247		50.2	%
Mid-Atlantic		1,305		8.3			763		4.5			56		3.7			2,124		6.2
South		1,743		11.1			8,324		48.7			93		6.2			10,160		29.6
Other		1,055		6.7			2,696		15.8			564		37.5			4,315		12.6

Loans		15,573		99.0			16,770		98.1			1,503		100.0			33,846		98.6
Acquired loans		163		1.0			318		1.9			0		0.0			481		1.4

Total	$	15,736		100.0	%	$	17,088		100.0	%	$	1,503		100.0	%	$	34,327		100.0	%

Internal risk rating:⁽⁴⁾
Loans:
Noncriticized	$	14,256		90.6	%	$	16,002		93.6	%	$	1,359		90.4	%	$	31,617		92.1	%
Criticized performing		1,110		7.1			642		3.8			105		7.0			1,857		5.4
Criticized nonperforming		207		1.3			126		0.7			39		2.6			372		1.1

Loans		15,573		99.0			16,770		98.1			1,503		100.0			33,846		98.6

Acquired loans:
Noncriticized	$	127		0.8	%	$	303		1.8	%	$	0		0.0	%	$	430		1.3	%
Criticized performing		36		0.2			15		0.1			0		0.0			51		0.1

Total acquired loans		163		1.0			318		1.9			0		0.0			481		1.4

Total	$	15,736		100.0	%	$	17,088		100.0	%	$	1,503		100.0	%	$	34,327		100.0	%

⁽¹⁾	Amounts based on total loans as of December 31, 2012 and 2011.

⁽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.

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


	December 31, 2012
(Dollars in millions)	With an Allowance		Without an Allowance		Total Recorded Investment		Related Allowance		Net Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
Credit card and installment loans:
Domestic credit card and installment loans	$	701	$	0	$	701	$	230	$	471	$	678	$	687	$	70
International credit card and installment loans		172		0		172		101		71		164		192		11

Total credit card and installment loans⁽¹⁾		873		0		873		331		542		842		879		81

Consumer banking:
Auto		169		159		328		20		308		606		130		31
Home loan		145		0		145		13		132		167		120		4
Retail banking		61		35		96		7		89		118		88		3

Total consumer banking		375		194		569		40		529		891		338		38

Commercial banking:
Commercial and multifamily real estate		168		112		280		32		248		315		353		8
Commercial and industrial		152		92		244		22		222		277		227		6

Total commercial lending		320		204		524		54		470		592		580		14

Small-ticket commercial real estate		3		11		14		1		13		21		23		0

Total commercial banking		323		215		538		55		483		613		603		14

Total	$	1,571	$	409	$	1,980	$	426	$	1,554	$	2,346	$	1,820	$	133

	December 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 and installment loans:
Domestic credit card and installment loans	$	708	$	0	$	708	$	244	$	464	$	691	$	736	$	73
International credit card and installment loans		190		0		190		109		81		179		181		7

Total credit card and installment loans⁽¹⁾		898		0		898		353		545		870		917		80

Consumer banking:
Auto		58		0		58		8		50		58		25		5
Home loan		104		0		104		10		94		110		79		5
Retail banking		65		26		91		12		79		97		55		1

Total consumer banking		227		26		253		30		223		265		159		11

Commercial banking:
Commercial and multifamily real estate		232		157		389		54		335		459		401		8
Commercial and industrial		123		96		219		19		200		258		166		2

Total commercial lending		355		253		608		73		535		717		567		10

Small-ticket commercial real estate		10		30		40		2		38		62		35		1

Total commercial banking		365		283		648		75		573		779		602		11

Total	$	1,490	$	309	$	1,799	$	458	$	1,341	$	1,914	$	1,678	$	102

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

TDR loans accounted for $1.8 billion and $1.6 billion of impaired loans as of December 31, 2012 and 2011, respectively. Consumer TDR loans classified as performing totaled $1.2 billion and $1.1 billion as of December 31, 2012 and 2011, respectively. Commercial TDR loans classified as performing totaled $253 million and $305 million as of December 31, 2012 and 2011, respectively.

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


	Total Loans Modified⁽¹⁾		December 31, 2012
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)			% of TDR Activity⁽²⁾⁽⁸⁾			Average Rate Reduction⁽³⁾			% of TDR Activity⁽⁴⁾⁽⁸⁾			Average Term Extension (Months)⁽⁵⁾		% of TDR Activity⁽⁶⁾⁽⁸⁾			Gross Balance Reduction⁽⁷⁾
Credit card:
Domestic credit card	$	353		100	%		11.45	%		0	%		0		0	%	$	0
International credit card		218		100			23.71			0			0		0			0

Total credit card		571		100			15.64			0			0		0			0

Consumer banking:
Auto		338		51			6.71			69			8		50			219
Home loan		62		65			2.50			75			128		45			10
Retail banking		28		3			2.67			96			9		0			0

Total consumer banking		428		50			5.90			72			26		46			229

Commercial banking:
Commercial and multifamily real estate		62		38			2.18			90			16		0			0
Commercial and industrial		131		7			3.90			87			13		0			0

Total commercial lending		193		17			2.67			88			14		0			0
Small-ticket commercial real estate		0		0			0.00			0			0		0			0

Total commercial banking		193		17			2.67			88			14		0			0

Total	$	1,192		69	%		12.56	%		40	%		22		16	%	$	229

	Total Loans Modified⁽¹⁾		December 31, 2011
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)			% of TDR Activity⁽²⁾⁽⁸⁾			Average Rate Reduction⁽³⁾			% of TDR Activity⁽⁴⁾⁽⁸⁾			Average Term Extension (Months)⁽⁵⁾		% of TDR Activity⁽⁶⁾⁽⁸⁾			Gross Balance Reduction⁽⁷⁾
Credit card:
Domestic credit card	$	321		100	%		10.33	%		0	%		0		0	%	$	0
International credit card		253		100			23.06			0			0		0			0

Total credit card		574		100			15.93			0			0		0			0

Consumer banking:
Auto		78		65			1.39			100			10		0			0
Home loan		57		49			2.57			74			95		8			0
Retail banking		77		6			0.73			82			18		0			0

Total consumer banking		212		39			1.75			86			32		2			0

Commercial banking:
Commercial and multifamily real estate		166		42			3.13			96			13		11			4
Commercial and industrial		158		15			1.16			81			14		1			1

Total commercial lending		324		29			2.62			89			14		6			5
Small-ticket commercial real estate		4		0			0.00			100			3		0			0

Total commercial banking		328		28			2.62			89			13		6			5

Total	$	1,114		67	%		12.70	%		43	%		21		2	%	$	5

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

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

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

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

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

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

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

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

TDR—Subsequent Payment Defaults of Completed TDR Modifications

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


	December 31, 2012				December 31, 2011
(Dollars in millions)	Number of Contracts		Total Loans		Number of Contracts		Total Loans
Credit card:
Domestic credit card		43,103	$	85		34,489	$	93
International credit card⁽¹⁾		48,663		164		47,989		185

Total credit card		91,766		249		82,478		278

Consumer banking:
Auto		4,364		39		1,499		15
Home loan		99		7		101		12
Retail banking		107		11		237		11

Total consumer banking		4,570		57		1,837		38

Commercial banking:
Commercial and multifamily real estate		8		10		17		41
Commercial and industrial		23		18		13		9

Total commercial lending		31		28		30		50
Small-ticket commercial real estate		3		2		1		0

Total commercial banking		34		30		31		50

Total		96,370	$	336		84,346	$	366

⁽¹⁾

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

Initial Fair Value and Accretable Yield of Acquired Loans

The table below displays the contractually required cash flows expected to be collected and fair value at acquisition of acquired ING Direct loans accounted for based on expected cash flows. The table also displays the nonaccretable difference and the accretable yield at acquisition for these loans.


	At Acquisition on February 17, 2012
(Dollars in millions)	Total			Impaired Loans			Non- Impaired Loans
Contractually required principal and interest at acquisition	$	49,488		$	3,684		$	45,804
Less: Nonaccretable difference		(4,443	)		(2,343	)		(2,100	)

Cash flows expected to be collected at acquisition^(1) (2)		45,045			1,341			43,704
Less: Accretable yield⁽²⁾		(5,483	)		(173	)		(5,310	)

Fair value of loans acquired^(3) (4)	$	39,562		$	1,168		$	38,394

⁽¹⁾	Represents undiscounted expected principal and interest cash flows at acquisition.

⁽²⁾	In the third quarter of 2012 we revised our estimate of contractual cash flows at acquisition which resulted in an adjustment to accretable yield from $6.6 billion to $5.5 billion.

⁽³⁾

A portion of the loans acquired in connection with the ING Direct acquisition is accounted for based on the loan’s contractual cash flows rather than the expected cash flows. These loans, which had an estimated fair value at acquisition of $559 million, are not included in the above table. The contractual cash flows for these loans at acquisition was $858 million, of which we do not expect to collect $15 million.

⁽⁴⁾

A portion of the loans acquired in connection with the ING Direct acquisition was classified as held for sale. These loans, which had an estimated fair value at acquisition of $367 million, are not included in the above table. The contractual cash flows for these loans at acquisition was $384 million, of which we do not expect to collect $16 million.

The table below displays the contractually required cash flows expected to be collected and fair value at acquisition of the 2012 U.S. card acquisition loans accounted for based on expected cash flows. The table also displays the nonaccretable difference and the accretable yield at acquisition for these loans.


	At Acquisition on May 1, 2012
(Dollars in millions)	Impaired Loans
Contractually required principal and interest at acquisition	$	1,537
Less: Nonaccretable difference		(741	)

Cash flows expected to be collected at acquisition⁽¹⁾		796
Less: Accretable yield		(145	)

Fair value of loans acquired^(2) (3)	$	651

⁽¹⁾	Represents undiscounted expected cash flows of principal and interest, finance charges, and fees at acquisition.

⁽²⁾

The majority of the loans acquired in connection with the 2012 U.S. card acquisition had revolving privileges at acquisition. As such, we accounted for these loans based on the contractual cash flows rather than expected cash flows. These loans, which had an estimated fair value at acquisition of $26.9 billion, are not included in the table above.

⁽³⁾	A portion of the loans acquired in connection with the 2012 U.S. card acquisition was classified as held for sale. These loans, which had an estimated fair value of $471 million at acquisition, are not included in the table above.

Outstanding Balance and Carrying Value of Acquired Loans

The table below presents the outstanding contractual balance and the carrying value of loans from the CCB, ING Direct and 2012 U.S. card acquisitions accounted for based on expected cash flows, as of December 31, 2012 and 2011. The table displays separately loans considered credit-impaired at acquisition and loans not considered credit-impaired at acquisition.


	December 31,
	2012						2011
(Dollars in millions)	Total Loans		Impaired Loans		Non- Impaired Loans		Total Loans		Impaired Loans		Non- Impaired Loans
Contractual balance	$	39,321	$	6,195	$	33,126	$	5,751	$	4,565	$	1,186

Carrying value⁽¹⁾	$	37,109	$	4,069	$	33,040	$	4,658	$	3,576	$	1,082

⁽¹⁾	Includes $57 million and $26 million of cumulative impairment recognized as of December 31, 2012 and 2011, respectively.

Changes in Accretable Yield

We increased the allowance related to these loans by $31 million in 2012. We recorded impairment through our provision for credit losses of $31 million in 2012. The cumulative impairment recognized on these totaled $57 million and $26 million as of December 31, 2012 and 2011, respectively.

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


(Dollars in millions)	Total Loans			Impaired Loans			Non- Impaired Loans
Accretable yield as of December 31, 2010	$	2,012		$	1,754		$	258
Accretion recognized in earnings		(431	)		(365	)		(66	)
Reclassifications from nonaccretable difference for loans with improving cash flows⁽¹⁾		237			232			5
Reductions in accretable yield for non-credit related changes in expected cash flows⁽⁴⁾		(66	)		(55	)		(11	)

Accretable yield as of December 31, 2011	$	1,752		$	1,566		$	186

Acquired loans accretable yield⁽¹⁾		5,616			306			5,310
Accretion recognized in earnings		(1,316	)		(390	)		(926	)
Reclassifications from nonaccretable difference for loans with improving cash flows^(2) (3)		860			448			412
Reductions in accretable yield for non-credit related changes in expected cash flows⁽⁴⁾		(704	)		(31	)		(673	)

Accretable yield as of December 31, 2012	$	6,208		$	1,899		$	4,309

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

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

⁽³⁾

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

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

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 $298.9 billion and $206.0 billion as of December 31, 2012 and 2011, respectively. While these amounts represented the total available unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time.

In addition to available unused credit card lines, we enter into commitments to extend credit that are legally binding conditional agreements having fixed expirations or termination dates and specified interest rates and purposes. These commitments generally require customers to maintain certain credit standards. Collateral requirements and loan-to-value ratios are the same as those for funded transactions and are established based on management’s credit assessment of the customer. These commitments may expire without being drawn upon; therefore, the total commitment amount does not necessarily represent future funding requirements. The outstanding unfunded commitments to extend credit, other than credit card lines, were approximately $17.5 billion and $14.8 billion as of December, 2012 and 2011, respectively.

We maintain a reserve for unfunded loan commitments and letters of credit to absorb estimated probable losses related to these unfunded credit facilities in other liabilities on our consolidated balance sheets. Our reserve for unfunded loan commitments and letters of credit was $35 million and $66 million as of December 31, 2012 and 2011, respectively. See “Note 6—Allowance for Loan and Lease Losses” below for additional information.

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Allowance For Loan And Lease Losses

Allowance For Loan And Lease Losses

24 Months Ended

Dec. 31, 2012

NOTE 6—ALLOWANCE FOR LOAN AND LEASE LOSSES

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

In addition to the allowance for loan and lease losses, we also estimate probable losses related to unfunded lending commitments, such as letters of credit, financial guarantees, and binding unfunded loan commitments. The provision for unfunded lending commitments is included in the provision for credit losses on our consolidated statements of income and the related reserve for unfunded lending commitments is included in other liabilities on our consolidated balance sheets. See “Note 1—Summary of Significant Accounting Policies” 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 credit losses and reduced by net charge-offs. The provision for credit losses, which is charged to earnings, reflects credit losses we believe have been incurred and will eventually be reflected over time in our charge-offs. Charge-offs of uncollectible amounts are deducted from the allowance and subsequent recoveries are included. The table below summarizes changes in the allowance for loan and lease losses, by portfolio segment, for the years ended December 31, 2012 and 2011:


				Consumer																					Unfunded Lending			Combined Allowance &
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other⁽¹⁾			Total Allowance			Commitments Reserve			Unfunded Reserve
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	830		$	82		$	5,628		$	107		$	5,735
Provision for credit losses		1,870			372			63			26			461			62			8			2,401			(41	)		2,360
Charge-offs		(4,310	)		(529	)		(104	)		(99	)		(732	)		(214	)		(59	)		(5,315	)		0			(5,315	)
Recoveries		1,254			195			27			26			248			37			5			1,544			0			1,544

Net charge-offs		(3,056	)		(334	)		(77	)		(73	)		(484	)		(177	)		(54	)		(3,771	)		0			(3,771	)
Other changes		(8	)		0			0			0			0			0			0			(8	)		0			(8	)

Balance as of December 31, 2011	$	2,847		$	391		$	98		$	163		$	652		$	715		$	36		$	4,250		$	66		$	4,316
Provision for credit losses		4,061			509			67			14			590			(240	)		35			4,446			(31	)		4,415
Charge-offs		(4,159	)		(631	)		(77	)		(89	)		(797	)		(94	)		(43	)		(5,093	)		0			(5,093	)
Recoveries		1,215			217			25			24			266			52			5			1,538			0			1,538

Net charge-offs		(2,944	)		(414	)		(52	)		(65	)		(531	)		(42	)		(38	)		(3,555	)		0			(3,555	)
Other changes		15			0			0			0			0			0			0			15			0			15

Balance as of December 31, 2012	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156		$	35		$	5,191

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

Components of Allowance for Loan and Lease Losses by Impairment Methodology

The table below presents the components of our allowance for loan and lease losses, by loan category and impairment methodology, and the recorded investment of the related loans as of December 31, 2012 and 2011:


	December 31, 2012
				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⁽¹⁾	$	3,648		$	466		$	47		$	104		$	617		$	376		$	32		$	4,673
Asset-specific⁽²⁾		331			20			13			7			40			54			1			426
Acquired loans⁽³⁾		0			0			53			1			54			3			0			57

Total allowance for loan and lease losses	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156

Held-for-investment loans by impairment methodology:
Collectively evaluated⁽¹⁾	$	90,594		$	26,778		$	7,552		$	3,774		$	38,104		$	37,923		$	154		$	166,775
Asset-specific⁽²⁾		873			328			145			96			569			538			0			1,980
Acquired loans⁽³⁾		288			17			36,403			34			36,454			359			33			37,134

Total held-for-investment loans	$	91,755		$	27,123		$	44,100		$	3,904		$	75,127		$	38,820		$	187		$	205,889

Allowance as a percentage of period-end held-for-investment loans		4.34	%		1.79	%		0.26	%		2.87	%		0.95	%		1.12	%		17.65	%		2.50	%

	December 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⁽¹⁾	$	2,494		$	383		$	65		$	150		$	598		$	638		$	36		$	3,766
Asset-specific⁽²⁾		353			8			10			12			30			75			0			458
Acquired loans⁽³⁾		0			0			23			1			24			2			0			26

Total allowance for loan and lease losses	$	2,847		$	391		$	98		$	163		$	652		$	715		$	36		$	4,250

Held-for-investment loans by impairment methodology:
Collectively evaluated⁽¹⁾	$	64,177		$	21,674		$	6,217		$	3,968		$	31,859		$	33,198		$	175		$	129,409
Asset-specific⁽²⁾		898			58			104			90			252			648			0			1,798
Acquired loans⁽³⁾		0			47			4,112			45			4,204			481			0			4,685

Total held-for-investment loans	$	65,075		$	21,779		$	10,433		$	4,103		$	36,315		$	34,327		$	175		$	135,892

Allowance as a percentage of period-end held-for-investment loans		4.37	%		1.80	%		0.94	%		3.97	%		1.80	%		2.08	%		20.57	%		3.13	%

⁽¹⁾

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

⁽²⁾

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

⁽³⁾	The acquired loans component of the allowance is accounted for based on expected cash flows. See “Note 5 – Loans” for details on these loans.

Variable Interest Entities And Securitizations

24 Months Ended

Dec. 31, 2012

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 VIEs. Historically, our primary involvement with VIEs has been related to our securitization transactions in which we transferred assets from our balance sheet to securitization trusts. These securitization trusts typically meet the definition of a VIE. We have generally securitized credit card loans, auto loans, home loans and installment loans, which have provided a source of funding for us and as a means of transferring a certain portion of the economic risk of the loans or debt securities to third parties.

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

Summary of Consolidated and Unconsolidated VIEs

The table below presents a summary of VIEs, aggregated based on VIEs with similar characteristics, in which we had continuing involvement or held a variable interest as of December 31, 2012 and 2011. 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.


	December 31, 2012
	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure to Loss⁽⁴⁾
Securitization-related VIEs:
Credit card loan securitizations⁽¹⁾	$	44,238	$	13,488	$	0	$	0	$	0
Auto loan securitizations⁽¹⁾		0		0		0		0		0
Home loan securitizations^(2) (3)		41		38		212		17		237
Other asset securitizations⁽¹⁾		19		19		0		0		0

Total securitization-related VIEs		44,298		13,545		212		17		237

Other VIEs:
Affordable housing entities		0		0		2,390		414		2,390
Entities that provide capital to low-income and rural communities		375		88		6		4		6
Other		1		0		201		86		201

Total other VIEs		376		88		2,597		504		2,597

Total VIEs	$	44,674	$	13,633	$	2,809	$	521	$	2,834


	December 31, 2011
	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure to Loss⁽⁴⁾
Securitization-related VIEs:
Credit card loan securitizations⁽¹⁾	$	48,309	$	17,443	$	0	$	0	$	0
Auto loan securitizations⁽¹⁾		95		78		0		0		0
Home loan securitizations^(2) (3)		0		0		161		27		269
Other asset securitizations⁽¹⁾		36		36		0		0		0

Total securitization-related VIEs		48,440		17,557		161		27		269

Other VIEs:
Affordable housing entities		0		0		1,818		243		1,818
Entities that provide capital to low-income and rural communities		320		46		6		3		6
Other		1		0		139		0		139

Total other VIEs		321		46		1,963		246		1,963

Total VIEs	$	48,761	$	17,603	$	2,124	$	273	$	2,232

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

⁽²⁾	The carrying amount of assets of unconsolidated securitization-related VIEs consists of retained interests and letters of credit related to manufactured housing securitizations and are reported on our consolidated balance sheets under accounts receivable from securitizations.

⁽³⁾

The carrying amount of liabilities of securitization-related VIEs is comprised 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.

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

Securitization-related VIEs

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

Our continuing involvement in the majority of our securitization transactions consists primarily of holding certain retained interests and acting as the primary servicer. We 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 21—Commitments, Contingencies and Guarantees” for information related to reserves we have established for our potential mortgage representation and warranty exposure.

The table below presents the securitization-related VIEs in which we had continuing involvement as of December 31, 2012 and 2011:

Non-Mortgage

Mortgage

(Dollars in millions)

Credit
Card

Auto
Loan

Other
Loan

Option
Arm

GreenPoint
HELOCs

GreenPoint
Manufactured
Housing

December 31, 2012:

Securities held by third-party investors

11,347

2,702

158

1,117

Receivables in the trust

43,811

2,794

151

1,123

Cash balance of spread or reserve accounts

N/A

164

Retained interests

Yes

Servicing retained

Yes

⁽¹⁾

Yes

⁽¹⁾

⁽³⁾

Amortization event⁽⁴⁾

Yes

⁽²⁾

December 31, 2011:

Securities held by third-party investors

16,428

3,122

206

1,247

Receivables in the trust

47,537

3,228

206

1,254

Cash balance of spread or reserve accounts

172

Retained interests

Yes

Servicing retained

Yes

⁽¹⁾

Yes

⁽¹⁾

⁽³⁾

Amortization event⁽⁴⁾

Yes

⁽²⁾

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

⁽²⁾	See the information below regarding our 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.

⁽⁴⁾

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

Non-Mortgage Securitizations

As of December 31, 2012 and 2011, 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.

Mortgage Securitizations

Option-ARM Loans

We had previously securitized option-ARM mortgage loans by transferring the mortgage loans to securitization trusts that had issued mortgage-backed securities to investors. The outstanding balance of debt securities held by third-party investors related to our mortgage loan securitization trusts was $2.7 billion and $3.1 billion at December 31, 2012 and 2011, respectively.

We continue to service some of the outstanding balance of securitized mortgage receivables. We also retain rights to future cash flows arising from the receivables, the most significant being certificated interest-only bonds issued by the trusts. We generally estimate the fair value of these retained interests based on the estimated present value of expected future cash flows from securitized and sold receivables, using our best estimates of the key assumptions which include credit losses, prepayment speeds and discount rates commensurate with the risks involved. We do not consolidate these trusts because we do not have the right to receive benefits that could potentially be significant nor the obligation to absorb losses that could potentially be significant to the trusts.

In connection with the securitization of certain option-ARM loans, a third party is obligated to advance a portion of any “negative amortization” resulting from monthly payments that are less than the interest accrued for that payment period. We have an agreement in place with the third party that mirrors this advance requirement. The amount advanced is tracked through mortgage-backed securities retained as part of the securitization transaction. As the borrowers make principal payments, these securities receive their net pro rata portion of those payments in cash and advances of negative amortization are refunded accordingly. As advances occur, we record an asset in the form of negative amortization bonds, which are held at fair value in other assets on our consolidated balance sheets. We have also entered into certain derivative contracts related to the securitization activities. These are classified as free standing derivatives, with fair value adjustments recorded in non-interest income. See “Note 11—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 $28 million in advances through December 31, 2012, all of which were expensed as funded. Our unfunded commitment related to these residual interests was $8 million as of December 31, 2012. As a result of changes in facts and circumstances related to our involvement in VIEs during the fourth quarter of 2012, the assets and liabilities and results of operations and cash flows related to that entity have been incorporated into our consolidated financial from the date of initial consolidation in the fourth quarter of 2012. The carrying amount of the entity’s assets and liabilities are included in the December 31, 2012 Consolidated Home Loan securitizations amounts shown in the table above.

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 $164 million and $172 million at December 31, 2012 and 2011, respectively. The fair value of the expected residual balances on the funded letters of credit was $50 million and $51 million at December 31, 2012 and 2011, respectively, and is included in other assets on the consolidated balance sheets.

The unpaid principal balance of manufactured housing securitization transactions where we are the residual interest holder was $1.1 billion and $1.3 billion at December 31, 2012 and 2011, respectively. In the event the third party sevicer does not fulfill on its options 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 review the purchaser’s financial strength as well as servicing performance. These factors are considered in assessing the adequacy of the liabilities established for these obligations and the valuations of the assets.

Other VIEs

Affordable Housing Entities

As part of our community reinvestment initiatives, we invest in private investment funds that make equity investments in 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 them if we do not have the power to direct the activities that most significantly impact the economic performance of those entities. We record our interests in these unconsolidated VIEs in loans held for investment, other assets and other liabilities on our consolidated balance sheets. As of December 31, 2012 and 2011 our interests consisted of assets of approximately $2.4 billion and $2.0 billion, respectively. Our maximum exposure to these entities is limited to our variable interests in the entities and was $2.4 billion as of December 31, 2012. The creditors of the VIEs have no recourse to our general credit and we do not provide additional financial or other support during the period that we were not previously contractually required to provide. The total assets of the unconsolidated investment funds that were VIEs at December 31, 2012 and 2011 were approximately $7.7 billion and $6.8 billion, respectively.

Entities that Provide Capital to Low-Income and Rural Communities

We hold variable interests in entities (“Investor Entities”) that invest in community development entities (“CDEs”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. Variable interests in the CDEs held by the consolidated Investor Entities are also our variable interests. The activities of the Investor Entities are financed with a combination of invested equity capital and debt. The activities of the CDEs are financed solely with invested equity capital. We receive federal and state tax credits for these investments. We consolidate the VIEs in which we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. We have also consolidated other investments and CDEs that we do not consider VIEs. The assets of the VIEs that we consolidated at December 31, 2012 and 2011 totaled approximately $375 million and $320 million, respectively. The assets of the consolidated VIEs are reflected on our consolidated balance sheets in cash, loans held for investment, interest receivable and other assets. The liabilities are reflected in other liabilities.

The total assets of the VIEs that we held an interest in but were not required to consolidate at December 31, 2012 and 2011 totaled approximately $6 million. Our interests in these unconsolidated VIEs are reflected on our consolidated balance sheets in loans held for investment and other assets. Our maximum exposure to these entities is limited to our variable interest of $6 million as of December 31, 2012. 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 have a variable interest in Capital One Financial Advisors, LLC which we consolidate as we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The assets of the VIE that we consolidated totaled approximately $1 million as of both December 31, 2012 and 2011. The assets are consolidated in our balance sheet in cash and other assets.

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 $255 million and $309 million as of December 31, 2012 and 2011, 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 $114 million and $139 million as of December 31, 2012 and 2011, respectively, is reflected on our consolidated balance sheets under loans held for investment. Our maximum exposure is limited to our variable interest of $114 million as of December 31, 2012. 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.

In April 2012, we purchased membership interests in three limited liability companies that each operates a refined coal production facility. The sale of this refined coal qualifies for tax credits pursuant to Section 45 of the Internal Revenue Code. In the aggregate, we paid $1 million in cash at closing and agreed to a fixed note payable of $86 million and additional quarterly variable payments based on the amount of tax credits to be generated by these entities from April 2012 to 2021. In addition, we have an ongoing commitment to fund a proportionate share of the operating expenses of each of these entities based on our ownership percentage. These limited liability companies were deemed to be VIEs and we determined that we were not the primary beneficiary as we do not have the power to direct the activities of these entities that most significantly impact their economic performance. Our membership interests in these entities are reflected on our consolidated balance sheet within other assets. As of December 31, 2012, the carrying value of our aggregate membership interest in these entities was $86 million. Our future obligation to these entities is predicated upon the generation of tax credits and their operating performance in future periods. The parties involved with these entities have recourse to our general credit for the quarterly variable payment amounts and ongoing funding commitments that become payable to them. These payments will only be required if the refined coal production facilities are either currently generating tax credits or expect to generate them imminently. We have not provided additional financial or other support during the period that we were not contractually required to provide.

Goodwill And Other Intangible Assets

24 Months Ended

Dec. 31, 2012

Goodwill And Other Intangible Assets

NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETS

The table below displays the components of goodwill and other intangible assets, as of December 31, 2012 and 2011:


	December 31,
(Dollars in millions)	2012⁽¹⁾		2011
Goodwill	$	13,904	$	13,592
Other intangible assets:
Purchased credit card relationship intangibles		1,864		52
Core deposit intangibles		496		479
Other		211		79

Total other intangible assets		2,571		610

Total goodwill and other intangible assets	$	16,475	$	14,202

⁽¹⁾	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Goodwill

In accordance with applicable 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 Credit Card, International Credit Card, Auto Finance, other Consumer Banking and Commercial Banking. As of December 31, 2012 and 2011, goodwill of $13.9 billion and $13.6 billion, respectively, was included in the accompanying consolidated balance sheets. The goodwill impairment test, performed at October 1 of each year, is a two-step test. The first step identifies whether there is potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is required to measure the amount of any impairment loss.

During the second quarter of 2012, we acquired the assets and assumed the liabilities of the credit card and private label credit card business of HSBC. In connection with the acquisition, we recorded goodwill of $304 million representing the amount by which the purchase price exceeded the fair value of the net assets acquired. The goodwill was assigned to the Credit Card segment. See “Note 2—Acquisitions” for information regarding the 2012 U.S. card acquisition.

For the 2012 annual impairment test, the fair value of reporting units was calculated using a discounted cash flow analysis, a form of the income approach, using each reporting unit’s internal forecast and a terminal value calculated using a growth rate reflecting the nominal growth rate of the economy as a whole and appropriate discount rates for the respective reporting units. Cash flows were adjusted, as necessary, in order to maintain each reporting unit’s equity capital requirements. Our discounted cash flow analysis required management to make judgments about future loan and deposit growth, revenue growth, credit losses, and capital rates. The cash flows were discounted to present value using reporting unit specific discount rates that are largely based on our external cost of equity with adjustments for risk inherent in each reporting unit. Discount rates used for the reporting units ranged from 9.0% to 12.8%. The key inputs into the discounted cash flow analysis were corroborated with market data, where available, indicating that assumptions used were within a reasonable range of observable market data.

Based on the comparison of fair value to carrying amount, as calculated using the methodology summarized above, fair value exceeded the carrying amount for all reporting units as of our annual testing date. Therefore, the goodwill of our reporting units was considered not impaired, and the second step of impairment testing was unnecessary.

As part of the annual goodwill impairment test, we assessed our market capitalization based on the average market price relative to the aggregate fair value of our reporting units and determined that any excess fair value in our reporting units at that time could be attributed to a reasonable control premium compared to historical control premiums seen in the industry.

We calculate the carrying values of our reporting units using an economic capital approach based on each reporting unit’s specific capital requirements and risks. Total reporting unit carrying values for the October 1, 2012 annual goodwill impairment test were $31.5 billion, compared to total Company equity of $39.7 billion as of September 30, 2012 as reported in our third quarter 2012 Form 10-Q filed with the SEC. The $8.2 billion remaining equity is primarily attributable to the following items: capital allocated to our Other operations, which are discussed in “Note 20–Business Segments;” preferred stock and unrealized gains in AOCI related to available-for-sale securities; and capital that is reserved for building up to future capital requirements related to our reporting units and our Other operations. The remaining equity, which represented approximately 3% of our total equity, is reserved for future capital needs such as balance sheet growth, acquisitions, dividends and share repurchases and one-time events subject to regulatory approvals. The capital reserved for our reporting units’ future capital requirements is not included in our reporting unit carrying values for our 2012 annual goodwill impairment test, since it does not represent capital allocated to and used in our reporting units’ businesses as of October 1, 2012; however, if the reserved capital was allocated to our reporting units’ carrying values for our 2012 annual goodwill impairment test, the reporting units’ fair values would continue to exceed their carrying values, resulting in no goodwill impairment.

We will continue to regularly monitor our market capitalization and capital allocations in 2013, overall economic conditions and other events or circumstances that may result in an impairment of goodwill in the future.

The following table provides a summary of goodwill based upon our business segments as of December 31, 2012 and 2011:


(Dollars in millions)	Credit Card			Consumer		Commercial		Total
Total Company
Balance as of December 31, 2010	$	4,690		$	4,583	$	4,318	$	13,591
Acquisitions		3			0		0		3
Other adjustments		(2	)		0		0		(2	)

Balance as of December 31, 2011	$	4,691		$	4,583	$	4,318	$	13,592

Acquisitions		304			0		0		304
Other adjustments		8			0		0		8

Balance as of December 31, 2012	$	5,003		$	4,583	$	4,318	$	13,904

Other Intangible Assets

In connection with our acquisitions, we recorded intangible assets which include purchased credit card relationship intangibles, core deposit intangibles, brokerage relations intangibles, partnership contract intangibles, other contract intangibles, trade mark/name intangibles and other intangibles, which are subject to amortization. At acquisition, the purchased credit card relationship intangibles reflect the estimated value of existing credit card holder relationships and the core deposit intangibles reflect the estimated value of deposit relationships.

In connection with the February 17, 2012 acquisition of ING Direct, we recognized core deposit intangibles of $209 million and other intangibles of $149 million at acquisition. In connection with the May 1, 2012 acquisition of the HSBC credit card portfolios, we recognized purchased credit card relationship intangibles of $2.2 billion and other intangibles of $47 million at acquisition.

The following table summarizes our intangible assets subject to amortization as of December 31, 2012 and 2011:

December 31, 2012

(Dollars in millions)

Carrying
Amount of
Assets

Accumulated
Amortization

Net
Carrying
Amount

Remaining
Amortization
Period

Purchased credit card relationship intangibles⁽¹⁾

2,242

(378

)

1,864

7.8 years

Core deposit intangibles⁽²⁾

1,771

(1,275

)

496

5.6 years

Other⁽³⁾

354

(143

)

211

10.3 years

Total

4,367

(1,796

)

2,571

7.6 years


	December 31, 2011
(Dollars in millions)	Carrying Amount of Assets		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Purchased credit card relationship intangibles	$	77	$	(25	)	$	52		5.2 years
Core deposit intangibles		1,562		(1,083	)		479		5.9 years
Other⁽⁴⁾		160		(81	)		79		11.7 years

Total	$	1,799	$	(1,189	)	$	610		6.9 years

⁽¹⁾	Includes purchased credit card relationship intangibles with a net carrying amount of $1.8 billion related to the 2012 U.S. card acquisition in the second quarter of 2012.

⁽²⁾	Includes core deposit intangibles with a net carrying value amount of $160 million related to the acquisition of ING Direct in the first quarter of 2012.

⁽³⁾

Includes brokerage relations intangibles with a net carrying value of $73 million, partnership contract intangibles with a net carrying value of $42 million, other contract intangibles with a net book value of $36 million, trade mark/name intangibles with a net carrying value of $26 million and other intangibles with a net book value of $34 million.

⁽⁴⁾	Includes brokerage relations intangibles with a net carrying value of $2 million, other contract intangibles with a net book value of $50 million and other intangibles with a net book value of $27 million.

Intangible assets, which are reported in other assets on our consolidated balance sheets, are amortized over their respective estimated useful lives on either a straight-line or an accelerated basis. The following table summarizes the actual amortization expense recorded for the years ended December 31, 2012, 2011, and 2010 and the estimated future amortization expense for intangible assets as of December 31, 2012:


(Dollars in millions)	Amortization Expense
Actual for the year ended December 31,
2010	$	220
2011		222
2012		609

Estimated future amounts for the year ended December 31,
2013	$	682
2014		554
2015		444
2016		341
2017		241
Thereafter		309

Total estimated future amounts	$	2,571

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Premises, Equipment & Lease Commitments

Premises, Equipment & Lease Commitments

24 Months Ended

Dec. 31, 2012

NOTE 9—PREMISES, EQUIPMENT & LEASE COMMITMENTS

Premises and Equipment

Premises and equipment at December 31, 2012 and 2011 were as follows:


	December 31,
(Dollars in millions)	2012			2011
Land	$	580		$	549
Buildings and improvements		2,341			2,018
Furniture and equipment		1,589			1,355
Computer software		1,563			932
In process		420			373

		6,493			5,227
Less: Accumulated depreciation and amortization		(2,906	)		(2,479	)

Total premises and equipment, net	$	3,587		$	2,748

Depreciation and amortization expense from continuing operations was $468 million, $317 million and $327 million, for the years ended December 31, 2012, 2011 and 2010, respectively.

Lease Commitments

Certain premises and equipment are leased under agreements that expire at various dates through 2056, without taking into consideration available renewal options. Many of these leases provide for payment by the lessee of property taxes, insurance premiums, cost of maintenance and other costs. In some cases, rentals are subject to increases in relation to a cost of living index. Total rent expenses from continuing operations amounted to approximately $216 million, $180 million and $191 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Future minimum rental commitments as of December 31, 2012, for all non-cancelable operating leases with initial or remaining terms of one year or more are as follows:


(Dollars in millions)	Estimated Future Minimum Rental Commitments
2013	$	212
2014		206
2015		193
2016		182
2017		164
Thereafter		801

Total	$	1,758

Minimum sublease rental income of $49 million due in future years under non-cancelable leases has not been included in the table above as a reduction to minimum lease payments.

Deposits And Borrowings

24 Months Ended

Dec. 31, 2012

Deposits And Borrowings

NOTE 10—DEPOSITS AND BORROWINGS

Customer Deposits

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

As of December 31, 2012, we had $190.0 billion in interest-bearing deposits, of which $4.5 billion represented large denomination certificates of $100,000 or more. As of December 31, 2011, we had $109.9 billion in interest-bearing deposits, of which $4.6 billion represents large denomination certificates of $100,000 or more. The year over year increase of $80.1 billion reflects the addition of deposits from the ING Direct acquisition and increased retail marketing efforts to attract new business and our continued strategy to leverage our bank outlets to attract lower cost deposit funding.

Securitized Debt Obligations

As of December 31, 2012, we had $11.4 billion of securitized debt obligations outstanding, including $22 million in fair value hedging losses. As of December 31, 2011 we had $16.5 billion of securitized debt obligations outstanding, including $27 million in fair value hedging losses. The $5.1 billion decrease was attributable to the scheduled debt pay downs within our credit card securitization trusts. See “Note 11—Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Other Debt

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

Senior and Subordinated Notes

As of December 31, 2012, we had $12.7 billion of senior and subordinated notes outstanding, net of a fair value hedging loss of $857 million. As of December 31, 2011, we had $11.0 billion of senior and subordinated notes outstanding, net of a fair value hedging loss of $823 million. In 2012, we issued $2.3 billion in senior notes, which was partially offset by $632 million in maturities of senior and subordinated notes. The new senior notes were issued in three series, each due in 2015.

See “Note 11—Derivative Instruments and Hedging Activities” for information about our fair value hedging activities.

Junior Subordinated Debentures

We had $3.6 billion of outstanding junior subordinated debentures as of both December 31, 2012 and 2011, respectively. All outstanding principal amounts of the junior subordinated debentures were redeemed on January 2, 2013.

FHLB Advances

In addition to issuance capacity under the shelf registration statement, we have access to other borrowing programs, including advances from the FHLB. Our FHLB membership is secured by our investment in FHLB stock which totaled $1.3 billion and $362 million as of December 31, 2012 and 2011, respectively, and is included in other assets on our consolidated balance sheets.

We had outstanding FHLB advances, which were secured by our investment securities, residential home loans, multifamily loans, commercial real-estate loans and home equity lines of credit, totaling $20.9 billion and $6.9 billion as of December 31, 2012 and 2011, respectively.

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

The table below summarizes the components of our deposits, short-term borrowings and long-term debt as of December 31, 2012 and 2011. Our total short-term borrowings consist of federal funds purchased and securities loaned and sold under agreements to repurchase and other short-term borrowings with an original contractual maturity of one year or less. Our long-term debt consists of borrowings with an original contractual maturity of greater than one year. The amounts presented for outstanding borrowings include unamortized debt premiums and discounts, net of fair value hedge accounting adjustments.


	December 31,
(Dollars in millions)	2012		2011
Deposits:
Non-interest bearing deposits	$	22,467	$	18,281
Interest-bearing deposits		190,018		109,945

Total deposits	$	212,485	$	128,226

Short-term borrowings:
Federal Funds purchased and securities loaned or sold under agreements to repurchase	$	1,248	$	1,464
FHLB advances		19,900		5,835

Total short-term borrowings	$	21,148	$	7,299

December 31,

2012

2011

(Dollars in millions)

Maturity
Date

Interest Rate

Weighted
Average
Interest Rate

Long-term debt:

Securitized debt obligations

2013 - 2030

0.24% - 6.40%

1.71

11,398

16,527

Senior and subordinated notes:

Fixed unsecured senior debt

2013 - 2021

1.00% - 7.38%

4.38

8,623

6,850

Floating unsecured senior debt

2014 - 2015

0.95% - 1.49%

1.22

500

250

Total unsecured senior debt

4.20

9,123

7,100

Fixed unsecured subordinated debt

2013 - 2019

5.35% - 8.80%

7.46

3,563

3,934

Total senior and subordinated notes

12,686

11,034

Other long-term borrowings:

Fixed junior subordinated debt

2027 - 2066

3.36% - 10.25%

8.57

3,641

3,642

FHLB advances

2013 - 2023

0.38% - 6.88%

0.87

1,037

1,059

Total other long-term borrowings

4,678

4,701

Total long-term debt

28,762

32,262

Total short-term borrowings and long-term debt

49,910

39,561

Interest-bearing time deposits, securitized debt obligations and other debt as of December 31, 2012, mature as follows:

(Dollars in millions)

Interest-
Bearing
Time
Deposits⁽¹⁾

Securitized
Debt
Obligations

Federal Funds
Purchased and
Securities Sold
under
Agreements to
Repurchase

Senior and
Subordinated
Notes

Other
Borrowings

Total

2013

10,855

2,628

1,248

792

19,916

35,439

2014

1,717

2,900

2,417

945

7,979

2015

2,048

502

2,663

5,235

2016

273

1,329

1,934

3,556

2017

195

3,764

1,793

5,771

Thereafter

435

275

3,087

3,656

7,453

Total

15,523

11,398

1,248

12,686

24,578

65,433

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

Components of Interest Expense

The following table displays interest expense attributable to short-term borrowings and long-term debt for the years ended December 31, 2012, 2011 and 2010:


	Year Ended December 31,
(Dollars in millions)	2012		2011		2010
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	2	$	4	$	4
FHLB advances		18		2		0

Total short-term borrowings		20		6		4


Long-term debt:
Securitized debt obligations		271		422		804
Senior and subordinated notes:
Unsecured senior debt		226		181		154
Unsecured subordinated debt		119		119		122

Total senior and subordinated notes		345		300		276


Other long-term borrowings:
Junior subordinated debt		315		310		322
FHLB advances		11		12		20
Other		10		9		5

Total long-term debt		952		1,053		1,427

Total short-term borrowings and long-term debt	$	972	$	1,059	$	1,431

Derivative Instruments And Hedging Activities

24 Months Ended

Dec. 31, 2012

Derivative Instruments And Hedging Activities

NOTE 11—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Use of Derivatives

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

Accounting for Derivatives

We account for derivatives pursuant to the accounting standards for derivatives and hedging activities. The outstanding notional amount of our derivative contracts totaled $57.8 billion as of December 31, 2012, compared with $73.2 billion as of December 31, 2011. The decrease was due primarily to the termination of hedges associated with the ING Direct acquisition. The notional amount provides an indication of the volume of our derivatives activity and is used as the basis on which interest and other payments are determined; however, it is generally not the amount exchanged. Derivatives are recorded at fair value in our consolidated balance sheets. The fair value of a derivative represents our estimate of the amount at which a derivative could be exchanged in an orderly transaction between market participants. We report derivatives in a gain position, or derivative assets, in our consolidated balance sheets as a component of other assets. We report derivatives in a loss position, or derivative liabilities, in our consolidated balance sheets as a component of other liabilities. We report derivative asset and liability amounts on a gross basis based on individual contracts, which does not take into consideration the effects of master counterparty netting agreements or collateral netting. The fair value of derivative assets and derivative liabilities reported in our consolidated balance sheets was $1.8 billion and $400 million, respectively, as of December 31, 2012, compared with $1.9 billion and $987 million, respectively, as of December 31, 2011.

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, securitization debt, and brokered certificates of deposits. These hedges have maturities through 2021 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 2018. 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.

•

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

Balance Sheet Presentation

The following table summarizes the fair value and related outstanding notional amounts of derivative instruments reported in our consolidated balance sheets as of December 31, 2012 and 2011. The fair value amounts are segregated by derivatives that are designated as accounting hedges and those that are not, and are further segregated by type of contract within those two categories.


	December 31,
	2012						2011
	Notional or Contractual Amount		Derivatives at Fair Value				Notional or Contractual Amount		Derivatives at Fair Value
(Dollars in millions)	Notional or Contractual Amount		Assets		Liabilities		Notional or Contractual Amount		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	15,902	$	1,020	$	0	$	14,425	$	1,019	$	1
Cash flow interest rate contracts		13,025		116		14		6,325		71		130

Total interest rate contracts		28,927		1,136		14		20,750		1,090		131

Foreign exchange contracts:
Cash flow foreign exchange contracts		5,212		18		40		4,577		93		16

Total foreign exchange contracts		5,212		18		40		4,577		93		16

Total derivatives designated as accounting hedges		34,139		1,154		54		25,327		1,183		147

Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs		147		12		2		383		18		12
Customer accommodation		18,900		479		273		16,147		453		395
Other interest rate exposures		2,553		45		22		29,027		85		362

Total interest rate contracts		21,600		536		297		45,557		556		769

Foreign exchange contracts		1,372		158		46		1,348		193		65
Other contracts		701		0		3		932		4		6

Total derivatives not designated as accounting hedges		23,673		694		346		47,837		753		840

Total derivatives	$	57,812	$	1,848	$	400	$	73,164	$	1,936	$	987

Upon the completion of the ING Direct acquisition in February 2012, we terminated the portfolio of interest-rate swaps we entered into in anticipation of the acquisition. These interest-rate swaps consisted of an initial notional amount of $23.8 billion and an additional notional amount of $1.0 billion resulting from subsequent rebalancing actions. The total cash payment at termination was $355 million. We recognized mark-to-market losses of $78 million and $277 million in 2012 and 2011, respectively, related to these swaps.

Income Statement Presentation and AOCI

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

Fair Value Hedges and Free-Standing Derivatives

The net gains (losses) recognized in earnings related to derivatives in fair value hedging relationships and free-standing derivatives are presented below for 2012, 2011 and 2010.


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives⁽¹⁾	$	1		$	348		$	338
Gain (loss) recognized in earnings on hedged items⁽¹⁾		(37	)		(333	)		(288	)

Net fair value hedge ineffectiveness gain (loss)		(36	)		15			50


Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs⁽¹⁾		4			4			(21	)
Customer accommodation⁽¹⁾		39			23			25
Other interest rate exposures⁽¹⁾		(60	)		(275	)⁽²⁾		5

Total		(17	)		(248	)		9

Foreign exchange contracts⁽¹⁾		(15	)		30			4
Other contracts⁽¹⁾		(4	)		21			38

Total gain (loss) on derivatives not designated as accounting hedges		(36	)		(197	)		51

Net derivatives gain (loss) recognized in earnings	$	(72	)	$	(182	)	$	101

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

⁽²⁾	Includes $277 million in mark-to-market losses recorded during 2011 on interest-rate swap transactions related to the ING Direct acquisition discussed above.

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 2012, 2011 and 2010:


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Gain (loss) recorded in AOCI:⁽¹⁾
Cash flow hedges:
Interest rate contracts	$	116		$	32		$	(42	)
Foreign exchange contracts		(23	)		(20	)		(1	)

Subtotal		93			12			(43	)

Net investment hedges:
Foreign exchange contracts		0			(2	)		(1	)

Net derivatives gain (loss) recognized in AOCI	$	93		$	10		$	(44	)

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts⁽²⁾	$	42		$	3		$	(51	)
Foreign exchange contracts⁽³⁾		(22	)		(21	)		0

Subtotal		20			(18	)		(51	)

Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts⁽³⁾		0			0			1
Foreign exchange contracts⁽³⁾		0			0			0

Subtotal		0			0			1

Net derivatives gain (loss) recognized in earnings	$	20		$	(18	)	$	(50	)

⁽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 $73 million recorded in AOCI as of December 31, 2012, 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 five years as of December 31, 2012. The amount we expect to reclassify into earnings may change as a result of changes in market conditions and ongoing actions taken as part of our overall risk management strategy.

Credit Risk-Related Contingency Features

Certain of our derivative contracts include provisions requiring that our debt maintain a credit rating of investment grade or above by each of the major credit rating agencies. In the event of a downgrade of our debt credit rating below investment grade, some of our derivative counterparties would have the right to terminate the derivative contract and close-out the existing positions. Other derivative contracts include provisions that would, in the event of a downgrade of our debt credit rating below investment grade, allow our derivative counterparties to demand immediate and ongoing full overnight collateralization on derivative instruments in a net liability position. Certain of our derivative contracts may allow, in the event of a downgrade of our debt credit rating of any kind, our derivative counterparties to demand additional collateralization on such derivative instruments in a net liability position. The fair value of derivative instruments with credit-risk-related contingent features in a net liability position was $7 million and $141 million as of December 31, 2012 and 2011, respectively. We were required to post collateral, consisting of a combination of cash and securities, totaling $109 million and $353 million as of December 31, 2012 and 2011, respectively. If our debt credit rating had fallen below investment grade, we would have been required to post additional collateral of $4 million and $39 million as of December 31, 2012 and 2011, 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 $922 million and $894 million as of December 31, 2012 and 2011, respectively. We also received securities from derivatives counterparties totaling $239 million as of December 31, 2012, which we have the ability to repledge. We posted cash collateral in accounts maintained by derivative counterparties totaling $109 million and $353 million as of December 31, 2012 and 2011, 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 $9 million and $25 million as of December 31, 2012 and 2011, 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 $1 million and $2 million as of December 31, 2012 and 2011, respectively.

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

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Stockholders' Equity

24 Months Ended

Dec. 31, 2012

Stockholders' Equity

NOTE 12—STOCKHOLDERS’ EQUITY

Preferred Stock

On August 20, 2012, we issued and sold 35,000,000 depositary shares (“Depositary Shares”), each representing a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, $0.01 par value, with a liquidation preference of $25.00 per Depositary Share (equivalent to $1,000 per share of Series B Preferred Stock) (the “Series B Preferred Stock”). Dividends will accrue on the Series B Preferred Stock at a rate of 6% per annum, payable quarterly in arrears. The net proceeds of the offering of the 35,000,000 Depositary Shares were approximately $853 million, after deducting underwriting commissions and offering expenses.

Common Stock

On February 16, 2012, we settled forward sale agreements that we entered into with certain counterparties acting as forward purchasers in connection with a public offering of shares of our common stock on July 19, 2011. Pursuant to the forward sale agreements, we issued 40,000,000 shares of our common stock at settlement. After underwriter’s discounts and commissions, the net proceeds to the company were at a forward sale price per share of $48.17 for a total of approximately $1.9 billion.

On February 17, 2012, we issued 54,028,086 shares of our common stock with a fair value of $2.6 billion as partial consideration for the equity interests and assets and liabilities associated with the ING Direct acquisition.

On March 20, 2012, we closed a public offering of 24,442,706 shares of our common stock which we sold to the underwriters at a per share price of $51.14 for net proceeds of approximately $1.25 billion. We used the net proceeds of this offering, along with the proceeds of other offerings of senior debt and cash sourced from current liquidity, to fund the net consideration payable of $31.1 billion in connection with the May 1, 2012 acquisition of HSBC’s U.S credit card business.

On September 10, 2012, one of the ING Sellers sold 54,028,086 shares of our common stock in an underwritten public offering, representing all of the shares of common stock we issued to the ING Sellers in connection with the ING Direct acquisition. We did not receive any proceeds from the offering.

Accumulated Other Comprehensive Income (“AOCI”)

The following table presents the components of accumulated other comprehensive income as of December 31, 2012, 2011, and 2010, net of deferred tax of $443 million, $142 million and $143 million, respectively:


	December 31,
(Dollars in millions)	2012			2011			2010
Other comprehensive income:
Net unrealized gains (losses) on securities	$	708		$	294		$	333
Other-than-temporary impairment not recognized in earnings on securities		(5	)		10			49
Unrealized gains (losses) on cash flow hedging instruments		45			(26	)		(52	)
Foreign currency translation adjustments		32			(49	)		(36	)
Other		(41	)		(60	)		(46	)

Total accumulated other comprehensive income	$	739		$	169		$	248

The table below summarizes other comprehensive income activity and the related tax impact for 2012, 2011 and 2010:


	Year Ended December 31, 2012
(Dollars in millions)	Before Tax			Provision (Benefit)			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	513		$	197		$	316
Other-than-temporary impairment not recognized in earnings		160			59			101
Net unrealized gains (losses) on cash flow hedges		120			47			73
Foreign currency translation adjustments		81			0			81
Other		(1	)		0			(1	)

Other comprehensive income (loss)	$	873		$	303		$	570


	Year Ended December 31, 2011
(Dollars in millions)	Before Tax			Provision (Benefit)			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	(54	)	$	(15	)	$	(39	)
Other-than-temporary impairment not recognized in earnings		(65	)		(26	)		(39	)
Net unrealized gains (losses) on cash flow hedges		44			18			26
Foreign currency translation adjustments		(13	)		0			(13	)
Other		(21	)		(7	)		(14	)

Other comprehensive income (loss)	$	(109	)	$	(30	)	$	(79	)


	Year Ended December 31, 2010
(Dollars in millions)	Before Tax			Tax			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	182		$	48		$	134
Other-than-temporary impairment not recognized in earnings		76			27			49
Net unrealized gains (losses) on cash flow hedges		13			5			8
Foreign currency translation adjustments		(10	)		0			(10	)

Other comprehensive income (loss)	$	261		$	80		$	181

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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-URI http://asc.fasb.org/extlink&oid=6521494

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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section B
-Paragraph 7, 11A
-Chapter 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 17: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
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-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
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-Number 210
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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Reference 20: http://www.xbrl.org/2003/role/presentationRef
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Reference 21: http://www.xbrl.org/2003/role/presentationRef
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Reference 22: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Regulatory And Capital Adequacy

Regulatory And Capital Adequacy

24 Months Ended

Dec. 31, 2012

NOTE 13—REGULATORY AND CAPITAL ADEQUACY

Regulation and Capital Adequacy

Bank holding companies and national banks are subject to capital adequacy standards adopted by the Federal Reserve and the OCC, respectively. The capital adequacy standards set forth minimum risk-based and leverage capital requirements that are based on quantitative and qualitative measures of their assets and off-balance sheet items. Under the capital adequacy standards, bank holding companies and banks currently are required to maintain a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4%, and a Tier 1 leverage capital ratio of at least 4% (3% for banks that meet certain specified criteria, including excellent asset quality, high liquidity, low interest rate exposure and the highest regulatory rating) in order to be considered adequately capitalized.

National banks also are subject to prompt corrective action capital regulations. Under prompt corrective action regulations, a bank is considered to be well capitalized if it maintains a Tier 1 risk-based capital ratio of at least 6% (200 basis points higher than the above minimum capital standard), a total risk-based capital ratio of at least 10% (200 basis points higher than the above minimum capital standard), a Tier 1 leverage capital ratio of at least 5% and is not subject to any supervisory agreement, order or directive to meet and maintain a specific capital level for any capital reserve. A bank is considered to be adequately capitalized if it meets these minimum capital ratios and does not otherwise meet the well capitalized definition. Currently, prompt corrective action capital requirements do not apply to bank holding companies.

We also disclose a Tier 1 common ratio for our bank holding company. There is currently no mandated minimum or “well capitalized” standard for Tier 1 common; instead the risk-based capital rules state that voting common stockholders’ equity should be the dominant element within Tier 1 common capital. While this regulatory capital measure is widely used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies, it may not be comparable to similarly titled measures reported by other companies. We are also subject to minimum cash reserve requirements by the Federal Reserve totaling approximately $1.4 billion as of December 31, 2012.

The Federal Reserve, OCC and FDIC released in June 2012 proposed rules that would increase the general risk-based capital ratio minimum requirements, modify the definition of regulatory capital, establish a minimum Tier 1 common ratio requirement, introduce a new capital conservation buffer requirement, and update the prompt corrective action framework to reflect the new regulatory capital minimums.

The table below provides a comparison of our capital ratios under the Federal Reserve’s capital adequacy standards and the capital ratios of the Banks under the OCC’s capital adequacy standards as of December 31, 2012 and 2011. As of December 31, 2012 and 2011, we exceeded minimum capital requirements and would meet the “well-capitalized” ratio levels specified under prompt corrective action for total risk-based capital and Tier 1 risk-based capital under Federal Reserve standards for bank holding companies. As of December 31, 2012, the Banks also exceeded minimum regulatory requirements under the OCC’s applicable capital adequacy guidelines and were “well-capitalized” under prompt corrective action requirements.


	December 31,
	2012⁽¹⁾									2011⁽¹⁾
(Dollars in millions)	Capital Ratio			Minimum Capital Adequacy			Well Capitalized			Capital Ratio			Minimum Capital Adequacy			Well Capitalized
Capital One Financial Corp:⁽²⁾
Tier 1 common⁽³⁾		11.0	%		N/A			N/A			9.7	%		N/A			N/A
Tier 1 risk-based capital⁽⁴⁾		11.3			4.0	%		6.0	%		12.0			4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		13.6			8.0			10.0			14.9			8.0			10.0
Tier 1 leverage⁽⁶⁾		8.7			4.0			N/A			10.1			4.0			N/A
Capital One Bank (USA) N.A. (“COBNA”)
Tier 1 risk-based capital⁽⁴⁾		11.3	%		4.0	%		6.0	%		11.2	%		4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		14.7			8.0			10.0			15.0			8.0			10.0
Tier 1 leverage⁽⁶⁾		10.4			4.0			5.0			10.2			4.0			5.0
Capital One, N.A. (“CONA”)
Tier 1 risk-based capital⁽⁴⁾		13.6	%		4.0	%		6.0	%		11.0	%		4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		14.9			8.0			10.0			12.2			8.0			10.0
Tier 1 leverage⁽⁶⁾		9.1			4.0			5.0			8.7			4.0			5.0

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

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

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

⁽⁴⁾	Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.

⁽⁵⁾	Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets.

⁽⁶⁾	Tier 1 leverage ratio is calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.

On October 17, 2012, the OCC approved, subject to several conditions, CONA’s application to merge with ING Bank with CONA surviving the merger. Capital One effected the merger on November 1, 2012. In addition, the OCC approved CONA’s companion application to reduce capital surplus, which was necessary to manage excess capital levels that would result from the merger. CONA effected the reduction in surplus through a return of capital to Capital One immediately prior to the merger. The merger and reduction in CONA’s capital surplus had no effect on Capital One’s total capital.

Regulatory restrictions exist that limit the ability of the Banks to transfer funds to our bank holding company. Funds available for dividend payments from COBNA and CONA were $3.3 billion and $1.9 billion, respectively, as of December 31, 2012. Applicable provisions that may be contained in our borrowing agreements or the borrowing agreements of our subsidiaries may limit our subsidiaries’ ability to pay dividends to us or our ability to pay dividends to our stockholders. There can be no assurance that we will declare and pay any dividends.

The entire disclosure for banks, savings institutions, and credit unions, for regulatory capital requirements imposed by the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS) or for any state imposed capital requirements, as applicable. The disclosure may include (1) a description of regulatory capital requirements (a) for capital adequacy purposes and (b) established by the prompt corrective action provisions of Section 38 of the Federal Depository Insurance Act; (2) the actual or possible material effects of noncompliance with such requirements; (3) whether the entity is in compliance with the regulatory capital requirements including (a) required and actual ratios and amounts of Tier 1 leverage, Tier 1 risk-based, and total risk-based capital, tangible capital (for savings institutions), and Tier 3 capital for market risk (for certain banks and bank holding companies), (b) factors that may significantly affect capital adequacy; (4) the prompt corrective action category in which the entity was classified as of its most recent notification; (5) whether management believes any conditions or events since notification have changed the entity's category. Also may include additional information that might be disclosed in situations where substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher AICPA
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Earnings Per Common Share

Earnings Per Common Share

24 Months Ended

Dec. 31, 2012

NOTE 14—EARNINGS PER COMMON SHARE

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


	Year Ended December 31,
(Dollars and shares in millions, except per share data)	2012			2011			2010
Basic earnings per share
Income from continuing operations, net of tax	$	3,734		$	3,253		$	3,050
Loss from discontinued operations, net of tax		(217	)		(106	)		(307	)

Net income		3,517			3,147			2,743
Dividends and undistributed earnings allocated to participating securities⁽¹⁾		(15	)		(26	)		0
Preferred stock dividends		(15	)		0			0

Net income available to common stockholders	$	3,487		$	3,121		$	2,743

Total weighted-average basic shares outstanding		561			456			452

Net income per share	$	6.21		$	6.85		$	6.07


	Year Ended December 31,
(Dollars and shares in millions, except per share data)	2012			2011			2010
Diluted earnings per share⁽²⁾
Net income available to common stockholders	$	3,487		$	3,121		$	2,743

Total weighted-average basic shares outstanding		561			456			452
Stock options, warrants, contingently issuable shares, and other		5			3			4

Total weighted-average diluted shares outstanding		566			459			456

Net income per share	$	6.16		$	6.80		$	6.01

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

⁽²⁾	Excluded from the computation of diluted earnings per share was 7 million, 30 million and 27 million of awards, options or warrants, during 2012, 2011 and 2010, respectively, because their inclusion would be anti-dilutive.

Other Non-Interest Expense

24 Months Ended

Dec. 31, 2012

Other Non-Interest Expense

NOTE 15—OTHER NON-INTEREST EXPENSE

The following table represents the components of other non-interest expense for 2012, 2011 and 2010:


	Year Ended December 31,
(Dollars in millions)	2012		2011		2010
Collections	$	544	$	563	$	626
Fraud losses		190		122		80
Bankcard, regulatory, and other fee assessments		525		394		352
Other		1,127		722		410

Total	$	2,386	$	1,801	$	1,468

Stock-Based Compensation Plans

24 Months Ended

Dec. 31, 2012

Stock-Based Compensation Plans

NOTE 16—STOCK-BASED COMPENSATION PLANS

Stock Plans

We have one active stock-based compensation plan available for the issuance of shares to employees, directors and third-party service providers. Under the plan, we reserve common shares for issuance in various forms, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards and units, and performance share awards and units.

The following table provides the number of reserved common shares and the number of common shares available for future issuance for our active stock-based compensation plan as of December 31, 2012, 2011 and 2010.

Shares
Reserved

Available For Issuance

(In thousands)

December 31

Plan Name

2012

2011

2010

Amended and Restated 2004 Stock Incentive Plan (“2004 Plan”)

40,000

10,897

13,286

16,225

We issue new shares of common or treasury stock upon the settlement of options and stock-based incentive awards.

We generally recognize compensation expense on a straight-line basis over the award’s service period; however, we will recognize compensation expense using the accelerated attribution method when the award contains a performance condition with graded vesting. In addition, our cash equity units and cash-settled restricted stock units are accounted for as liability awards pursuant to which the expense fluctuates with changes in our stock price until the awards are settled. Awards that continue to vest after retirement are expensed over the shorter of the period of time between the grant date and the final vesting period or between the grant date and when the participant becomes retirement eligible; awards to participants who are retirement eligible at the grant date are subject to immediate expensing upon grant. Total compensation expense recognized for stock-based compensation for 2012, 2011 and 2010 was $202 million, $189 million and $149 million, respectively. The total income tax benefit recognized in the consolidated statements of income for stock-based compensation for 2012, 2011 and 2010 was $77 million, $66 million and $52 million, respectively.

Stock Options

Generally, the exercise price of stock options will equal the fair market value of our common stock on the date of grant. The maximum contractual term for options is ten years and option vesting is determined at the time of grant. The vesting for options is generally 33 1/3 percent per year beginning on or about the first anniversary of the grant date, however some option grants cliff vest after one year or three years. In most cases, vesting is subject to the achievement of any applicable performance conditions.

A summary of stock option activity under the plans as of December 31, 2012, and changes during the year are presented below:

Shares
Subject to
Options
(in thousands)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value
(in millions)

Outstanding as of January 1, 2012

15,943

54.92

Granted

869

46.15

Exercised

(1,815

)

36.22

Forfeited

(105

)

47.18

Expired

(633

)

70.30

Outstanding as of December 31, 2012

14,259

56.14

4.8 years

141

Exercisable as of December 31, 2012

11,815

58.47

4.0 years

110

As of December 31, 2012, the number of shares, weighted average exercise price, aggregate intrinsic value and weighted average remaining contractual terms of stock options vested and expected to vest approximate amounts for stock options outstanding. The weighted-average per share fair value of options granted for 2012, 2011 and 2010 was $12.25, $13.17 and $11.78, respectively. Cash proceeds from the exercise of stock options were $66 million, $38 million, and $13 million for 2012, 2011 and 2010, respectively. Tax benefits realized from the exercise of stock options were $14 million, $8 million and $4 million for 2012, 2011 and 2010, respectively. The total intrinsic value of stock options exercised during 2012, 2011 and 2010 was $36 million, $23 million, and $11 million, respectively. We expect to recognize the unrecognized compensation cost for stock options of $5 million as of December 31, 2012 within three years.

Stock option expense is based on the fair value per stock option, estimated at the grant date using implied volatility with a Black-Scholes option-pricing model. The fair value of stock options granted during 2012, 2011 and 2010 was estimated using the weighted average assumptions summarized below:


	Year Ended December 31,
Assumptions	2012			2011			2010
Dividend yield⁽¹⁾		1.70	%		2.34	%		1.49	%
Volatility factors of stock’s expected market price		35			36			38
Risk-free interest rate		0.74			2.04			2.49
Expected option lives (in years)		5.0			5.0			5.0

⁽¹⁾	In 2012, 2011 and 2010, we paid dividends at the annual rate of $0.20 per share.

Restricted Stock Awards and Units

Generally, the value of restricted stock awards and units will equal the fair market value of our common stock on the date of grant. Restricted stock generally vests at 33 1/3 percent per year beginning on or shortly after the first anniversary of the grant date; some restricted stock units cliff vest after one year. In addition, vesting is subject to the achievement of any applicable performance conditions.

A summary of 2012 activity for restricted stock awards and units is presented below:


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		4,216		$	35.55
Granted		722			46.89
Vested		(2,341	)		27.77
Forfeited		(188	)		41.46

Unvested as of December 31, 2012		2,409		$	46.09

The weighted-average grant date fair value of restricted stock granted during 2012, 2011 and 2010 was $46.89, $47.36 and $36.84, respectively. The total fair value of restricted stock vesting on the vesting date was $107 million, $95 million and $62 million in 2012, 2011 and 2010, respectively. We expect to recognize the unrecognized compensation cost for unvested restricted stock awards and units of $40 million as of December 31, 2012 within three years.

Performance Share Units

Generally, the value of performance share units will equal the fair market value of our common stock on the date of grant. The performance share unit awards include an opportunity to receive from 0% to 200% of the target number of common shares. The number of performance share units that will ultimately vest is contingent upon meeting specific performance goals over a three-year period. The awards generally vest at the end of the three-year period.

A summary of 2012 activity for performance share units is presented below:


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		546		$	30.83
Granted ⁽¹⁾		563			39.07
Vested ⁽¹⁾		(463	)		21.00
Forfeited		0			0.00

Unvested as of December 31, 2012		646		$	45.05

⁽¹⁾	Includes adjustments for achievement of specific performance goals for performance share units granted in prior periods.

The weighted-average grant date fair value of performance share units granted during 2012, 2011 and 2010 was $39.07, $52.10 and $36.55, respectively. The total fair value of performance share units vesting on the vesting date was $21 million and $22 million in 2012 and 2011, respectively. No performance share units vested in 2010. We expect to recognize the unrecognized compensation cost for unvested performance share units of $11 million as of December 31, 2012 within three years.

Performance Share Awards

Generally the value of performance share awards will equal the fair market value of our common stock on the date of grant. Performance share awards were granted for the first time in 2012. The vesting for performance share awards is generally 33 1/3 percent per year beginning on or shortly after the first anniversary of the grant date. The number of performance share awards that will vest each year can be reduced by 50% or 100% depending on whether specific performance goals are met during the three-year service period.

A summary of 2012 activity for performance share units is presented below:


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		0		$	0
Granted		843			45.91
Vested		(9	)		45.75
Forfeited		(64	)		45.75

Unvested as of December 31, 2012		770		$	45.93

The weighted-average grant date fair value of performance share awards granted during 2012 was $45.91. We expect to recognize the unrecognized compensation cost for unvested performance share awards of $12 million as of December 31, 2012 within three years.

Cash Equity Units and Cash-Settled Restricted Stock Units

We also issue cash equity units and cash-settled restricted stock units which are recorded as liabilities as the expense is recognized. Cash equity units and cash-settled restricted stock units are settled with a cash payment for each unit vested equal to the average fair market value of our common stock for the 20 trading days preceding the vesting date. Cash equity units and cash-settled restricted stock units are settled in cash and therefore are not counted against the common shares reserved for issuance or available for issuance under the 2004 Plan. The vesting for most cash equity units and cash-settled restricted stock units is 33 1/3 percent per year beginning with the first anniversary of the grant date, subject to the achievement of any performance conditions.

Cash equity units and cash-settled restricted stock units vesting during 2012, 2011 and 2010 resulted in cash payments to associates of $88 million, $81 million, and $48 million, respectively. We expect to recognize the unrecognized compensation cost for unvested cash equity units of $50 million as of December 31, 2012, based on the closing price of our common stock as of that date, within 3 years.

Associate Stock Purchase Plan

We maintain an Associate Stock Purchase Plan (the “Purchase Plan”) which is a compensatory plan under the accounting guidance for stock-based compensation. We recognized $8 million, $6 million and $4 million in compensation expense for 2012, 2011 and 2010, respectively under the Purchase Plan.

Under the Purchase Plan, our associates are eligible to contribute between 1% and 15% of their base salary through payroll deductions. The amounts contributed are applied to the purchase of our unissued common or treasury stock at 85% of the current market price. Shares may also be acquired on the open market. In 2012, shareholders authorized an additional 10.0 million shares to be added to the previously authorized total of 8.0 million shares available for issuance under the Purchase Plan. Of the total authorized shares of 18.0 million, as of December 31, 2012, 10.7 million shares were available for issuance on December 31, 2012. Of the total authorized shares of 8.0 million as of December 31, 2011, 1.8 million shares were available for issuance as of December 31, 2011.

Dividend Reinvestment and Stock Purchase Plan

In 2002, we implemented our Dividend Reinvestment and Stock Purchase Plan (“2002 DRP”), which allows participating stockholders to purchase additional shares of our common stock through automatic reinvestment of dividends or optional cash investments. We had 7.4 million shares available for issuance under the 2002 DRP at both December 31, 2012 and 2011, respectively.

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
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-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

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-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
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-Name Statement of Position (SOP)
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Employee Benefit Plans

24 Months Ended

Dec. 31, 2012

Employee Benefit Plans

NOTE 17—EMPLOYEE BENEFIT PLANS

Defined Contribution Plan

We sponsor a contributory Associate Savings Plan (the “Plan”) in which all full-time and part-time associates over the age of 18 are eligible to participate. We make non-elective contributions to each eligible associate’s account and match a portion of associate contributions. In connection with the February 17, 2012 acquisition of ING Direct, we became the fiduciary for the ING Direct 401(k) Savings Plan and the ING Direct Pension Plan (the “ING Plans”). The assets of the ING Plans were merged into the Plan in January 2013. All participants of the ING Plans became eligible to participate in the Plan effective January 1, 2013. In addition, upon closing of the 2012 U.S. card acquisition, certain HSBC associates became eligible to participate in the Plan effective May 1, 2012.

We also sponsor a voluntary non-qualified deferred compensation plan in which select groups of employees are eligible to participate. We make contributions to this plan based on participants’ deferral of salary, bonuses and other eligible pay. In addition, we match participants’ excess compensation (compensation over the Internal Revenue Service compensation limit) less deferrals. We contributed a total of $167 million, $151 million and $118 million to these plans during the years ended December 31, 2012, 2011 and 2010, respectively.

Defined Benefit Pension and Other Postretirement Benefit Plans

We sponsor defined benefit pension plans and other postretirement benefit plans. Pension plans include a legacy frozen cash balance plan and plans assumed in the North Fork acquisition, including two qualified defined benefit pension plans and several non-qualified defined benefit pension plans. Our legacy pension plan and the two qualified pension plans from the North Fork acquisition were merged into a single plan effective December 31, 2007. Other postretirement benefit plans, including a legacy plan and plans assumed in the Hibernia and North Fork acquisitions, all of which provide medical and life insurance benefits, were merged into a single plan effective January 1, 2008. Upon closing of the 2012 U.S. card acquisition, certain HSBC associates became eligible to participate in our post retirement benefit plan.

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

The following table sets forth, on an aggregated basis, changes in the benefit obligation and plan assets, the funded status and how the funded status is recognized in our consolidated balance sheets, and the components of the net periodic benefit cost recognized in our consolidated statements of income:


	At or For the Year Ended December 31,
	2012			2011			2012			2011
(Dollars in millions)	Defined Pension Benefits						Other Postretirement Benefits
Change in benefit obligation:
Benefit obligation as of beginning of year	$	198		$	193		$	67		$	66
Service cost		1			1			0			0
Interest cost		8			10			3			3
Plan amendments⁽¹⁾		0			0			3			0
Benefits paid		(18	)		(19	)		(4	)		(4	)
Net actuarial loss (gain)		18			13			(2	)		2

Benefit obligation as of end of year	$	207		$	198		$	67		$	67

Change in plan assets:
Fair value of plan assets as of beginning of year	$	214		$	221		$	7		$	8
Actual return on plan assets		27			11			1			0
Employer contributions		1			1			3			3
Benefits paid		(18	)		(19	)		(4	)		(4	)

Fair value of plan assets as of end of year	$	224		$	214		$	7		$	7

Over (under) funded status as of end of year	$	17		$	16		$	(60	)	$	(60	)

Balance sheet presentation:
Other assets	$	30		$	28		$	0		$	0
Other liabilities		(13	)		(12	)		(60	)		(60	)

Net amount recognized as of end of year	$	17		$	16		$	(60	)	$	(60	)

Accumulated benefit obligation at end of year	$	207		$	198			0			0

Components of net periodic benefit cost:
Service cost	$	1		$	1		$	0		$	0
Interest cost		8			10			3			3
Expected return on plan assets		(13	)		(15	)		(1	)		(1	)
Amortization of transition obligation, prior service credit, and net actuarial loss (gain)		2			1			(3	)		(3	)

Net periodic benefit gain	$	(2	)	$	(3	)	$	(1	)	$	(1	)

Changes recognized in other comprehensive income, pretax:
Net actuarial gain (loss)	$	(4	)	$	(17	)	$	2		$	(2	)
Prior service cost		0			0			(3	)		0
Reclassification adjustments for amounts recognized in net periodic benefit cost		2			1			(3	)		(3	)
Total loss recognized in other comprehensive income	$	(2	)	$	(16	)	$	(4	)	$	(5	)

⁽¹⁾	The other post retirement benefit plan was amended during 2012 to allow for participation by certain HSBC associates.

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


	December 31,
	2012			2011			2012		2011
(Dollars in millions)	Defined Pension Benefits						Other Postretirement Benefits
Prior service credit	$	0		$	0		$	2	$	8
Net actuarial gain (loss)		(76	)		(74	)		2		0

Accumulated other comprehensive (loss) income	$	(76	)	$	(74	)	$	4	$	8

Pre-tax amounts recorded in accumulated other comprehensive income as of December 31, 2012 that are expected to be recognized as a component of our net periodic benefit cost in 2013 consist of the following:


(Dollars in millions)	Defined Pension Benefits			Other Postretirement Benefits
Prior service credit	$	0		$	2
Net actuarial loss		(2	)		0

Net gain (loss)	$	(2	)	$	2

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

December 31,

2012

2011

2012

2011

Defined Pension Benefits

Other Postretirement Benefits

Assumptions for benefit obligations at measurement date:

Discount rate

3.7

4.5

3.7

4.5

Rate of compensation increase

n/a

n/a

n/a

n/a

Assumptions for periodic benefit cost for the year ended:

Discount rate

4.5

5.2

4.5

5.2

Expected long-term rate of return on plan assets

6.5

7.3

6.5

7.3

Rate of compensation increase

n/a

n/a

n/a

n/a

Assumptions for year-end valuations:

Health care cost trend rate assumed for next year:

Pre-age 65

n/a

n/a

7.7

8.0

Post-age 65

n/a

n/a

8.0

8.3

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

n/a

n/a

4.5

4.5

Year the rate reaches the ultimate trend rate

n/a

n/a

2028

2028

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

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


	Year Ended December 31,
(Dollars in millions)	2012						2011
	1% Increase			1% Decrease			1% Increase		1% Decrease
Effect on year-end postretirement benefit obligation	$	7		$	(6	)	$	7	$	(6	)
Effect on total service and interest cost components		(1	)		0			0		0

Plan Assets

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


	December 31,
	2012			2011
Common collective trusts⁽¹⁾		59	%		56	%
Money market fund		1			0
Corporate bonds (S&P rating of A or higher)		6			6
Corporate bonds (S&P rating of lower than A)		11			10
Government securities		17			21
Mortgage backed securities		6			7
Municipal bonds		0			0

Total		100	%		100	%

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

The investment guidelines provide the following asset allocation targets and ranges: domestic equity target of 39% and allowable range of 34% to 44%, international equity target of 16% and allowable range of 11% to 21%, and fixed income securities target of 45% and allowable range of 35% to 55%.

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

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

Fair Value Measurement

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

Plan Assets Measured at Fair Value on a Recurring Basis


	December 31, 2012
	Fair Value Measurements Using						Assets at Fair Value
(Dollars in millions)	Level 1		Level 2		Level 3		Assets at Fair Value
Plan Assets
Common collective trusts	$	0	$	136	$	0	$	136
Money market fund		0		1		0		1
Corporate bonds (S&P rating of A or higher)		0		14		0		14
Corporate bonds (S&P rating of lower than A)		0		26		0		26
Government securities		0		39		0		39
Mortgage-backed securities		0		14		0		14
Municipal bonds		0		1		0		1

Total	$	0	$	231	$	0	$	231


	December 31, 2011
	Fair Value Measurements Using						Assets at Fair Value
(Dollars in millions)	Level 1		Level 2		Level 3		Assets at Fair Value
Plan Assets
Common collective trusts	$	0	$	125	$	0	$	125
Money market fund		0		0		0		0
Corporate bonds (S&P rating of A or higher)		0		12		0		12
Corporate bonds (S&P rating of lower than A)		0		22		0		22
Government securities		0		46		0		46
Mortgage-backed securities		0		15		0		15
Municipal bonds		0		1		0		1

Total	$	0	$	221	$	0	$	221

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. We did not have any Level 3 plan assets for the years ended December 31, 2012 and 2011.

Expected future benefit payments

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


(Dollars in millions)	Pension Benefits		Postretirement Benefits
2013	$	13	$	3
2014		13		4
2015		12		4
2016		12		4
2017		12		4
2018 - 2022		59		20

In 2013, $1 million in contributions are expected to be made to the pension plans and $2 million in contributions are expected to be made to other postretirement benefits plans.

The entire disclosure for pension and other postretirement benefits.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

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-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
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Income Taxes

24 Months Ended

Dec. 31, 2012

Income Taxes

NOTE 18—INCOME TAXES

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

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


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Current income tax provision:
Federal taxes	$	1,401		$	721		$	(152	)
State taxes		154			89			31
International taxes		44			33			122

Total current provision (benefit)	$	1,599		$	843		$	1

Deferred income tax provision:
Federal taxes	$	(232	)	$	594		$	1,121
State taxes		(84	)		(88	)		87
International taxes		18			(15	)		71

Total deferred provision (benefit)	$	(298	)	$	491		$	1,279

Total income tax provision	$	1,301		$	1,334		$	1,280

The international income tax provision is related to pretax earnings from foreign operations of approximately $296 million in 2012, $28 million in 2011, and $611 million in 2010.

Income tax benefits of $620 million, $3 million and $2 million in 2012, 2011 and 2010, respectively, were allocated directly to reduce goodwill from acquisitions.

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


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Foreign currency translation gains (losses)	$	3		$	(1	)	$	6
Net unrealized gains (losses) on securities available for sale		197			(15	)		48
Other-than-temporary impairment on securities		59			(26	)		27
Net unrealized gains (losses) related to cash flow hedge instruments		58			18			5
Adoption of new consolidation accounting standards		0			0			(1,642	)
Employee stock plans		15			(19	)		10
Employee retirement plans		(11	)		(7	)		0

Total income tax provision (benefit)	$	321		$	(50	)	$	(1,546	)

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


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Income tax at U.S. federal statutory tax rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal benefit		1.9			1.4			1.3
Resolution of federal income tax issues and audits		(0.2	)		(1.1	)		(2.5	)
Low-income housing, New Markets, and other tax credits		(5.0	)		(4.3	)		(3.3	)
Other foreign tax differences, net		(0.7	)		(0.1	)		(0.5	)
Nontaxable bargain purchase gain		(4.1	)		0			0
Other, net		(1.1	)		(1.8	)		(0.4	)

Income tax effective tax rate		25.8	%		29.1	%		29.6	%

During 2012, 2011 and 2010, our income tax expense was reduced by $7 million, $50 million and $110 million, respectively, due to the resolution of certain tax issues and audits for prior years with the Internal Revenue Service (“IRS”). This reduction represented the release of previous accruals for potential audit and litigation adjustments which were subsequently settled or eliminated and further refinement of existing tax exposures.

Significant components of our deferred tax assets and liabilities as of December 31, 2012 and 2011 were as follows:


	December 31,
(Dollars in millions)	2012			2011
Deferred tax assets:
Allowance for loan and lease losses	$	1,876		$	1,480
Rewards & sweepstakes programs		755			612
Representation & warranty reserve		343			355
Security & loan valuations		502			351
Deferred compensation & employee benefits		350			322
Net unrealized losses on derivatives		77			129
Unearned income		116			39
Net operating loss and tax credit carryforwards		362			126
Other foreign deferred taxes		22			15
Other assets		293			279

Subtotal		4,696			3,708
Valuation allowance		(123	)		(89	)

Total deferred tax assets		4,573			3,619

Deferred tax liabilities:
Original issue discount		958			596
Core deposit and other intangibles		237			291
Fixed assets & leases		184			167
Other liabilities		256			249

Total deferred tax liabilities		1,635			1,303
Net deferred tax assets	$	2,938		$	2,316

As of the end of December 31, 2012, we had federal net operating loss carry-forwards and losses in excess of IRS limitations of $517 million attributable to ING Groep that expire from 2018 to 2032. Under IRS rules, the Company’s ability to utilize these losses against future income is limited to $ 317 million per year. We have state operating loss carryforwards with a net tax value of $138 million that expire from 2012 to 2032. We have a foreign net operating loss carryforward of $66 million that expires in 2021. We have a foreign tax credit carryforward of $25 million that expires in 2022.

The valuation allowance was increased by $34 million, partially attributable to acquired ING valuation allowances, and to adjust the tax benefit of certain state deferred tax assets and net operating loss carryforwards to the amount we have determined is more likely than not to be realized.

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


	December 31,
(Dollars in millions)	2012		2011
Original Issue discount:
OID—late fees	$	1,225	$	487
OID—all other		1,377		1,169

Gross original issue discount		2,602		1,656

Net deferred tax liability	$	957	$	596

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

We recognize accrued interest and penalties related to income taxes as a component of income tax expense. During 2012, 2011 and 2010, $3 million, $(39) million and $(62) million, respectively, of net interest and penalties was included in income tax expense. The accrued balance of interest and penalties related to unrecognized tax benefits is presented in the table below.

A reconciliation of the change in unrecognized tax benefits from January 1, 2011 to December 31, 2012 is as follows:


(Dollars in millions)	Gross Unrecognized Tax Benefits			Accrued Interest and Penalties			Gross Tax, Interest and Penalties
Balance as of January 1, 2011	$	285		$	65		$	350
Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		61			26			87
Reductions for tax positions related to prior years due to IRS and other settlements		(133	)		(31	)		(164	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		0			0			0

Balance as of December 31, 2011	$	213		$	60		$	273

Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		51			9			60
Reductions for tax positions related to prior years due to IRS and other settlements		(56	)		(15	)		(71	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		0			0			0

Balance as of December 31, 2012	$	208		$	54		$	262

Portion of balance at December 31, 2012 that, if recognized, would impact the effective income tax rate	$	97		$	35		$	132

We are subject to examination by the IRS and other tax authorities in certain countries and states in which we have significant business operations. The tax years subject to examination vary by jurisdiction. During 2012, the Company made a cash payment of $42 million to the IRS related to the completion of the examination of the Company’s federal tax returns for the tax years 2007 and 2008, which was concluded in January 2012. The Company appealed a portion of the IRS’s proposed adjustments for 2008. In October 2012, the IRS reversed its position on the issue subject to appeal, resolving the appeal and resulting in a decrease in unrecognized tax benefits in the amount of $15 million. The Company currently has tax refund claims pending with the IRS for the tax years 2005 through 2008 that are under review by the IRS. The IRS began its examination of the Company’s federal income tax returns for the years 2009 and 2010 in April 2012 and this examination is ongoing.

It is reasonably possible that further adjustments to the Company’s unrecognized tax benefits may be made within twelve months of the reporting date as a result of the above-referenced pending matters. At this time, an estimate of the potential change to the amount of unrecognized tax benefits cannot be made.

As of December 31, 2012, U.S. income taxes and foreign withholding taxes have not been provided on approximately $1.0 billion of unremitted earnings of subsidiaries operating outside the U.S., in accordance with the guidance for accounting for income taxes in special areas. These earnings are considered by management to be invested indefinitely. Upon repatriation of these earnings, we could be subject to both U.S. income taxes (subject to possible adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability and foreign withholding tax on these unremitted earnings is not practicable at this time because such liability is dependent upon circumstances existing if and when remittance occurs.

As of December 31, 2012, U.S. income taxes have not been provided for approximately $287 million of previously acquired thrift bad debt reserves created for tax purposes as of December 31, 1987. These amounts, acquired as a result of the merger with North Fork Bancorporation, Inc. and the acquisition of Chevy Chase Bank, F.S.B., are subject to recapture in the unlikely event that CONA, as successor to North Fork Bank and Chevy Chase Bank F.S.B., makes distributions in excess of earnings and profits, redeems its stock, or liquidates.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Fair Value Of Financial Instruments

Fair Value Of Financial Instruments

24 Months Ended

Dec. 31, 2012

NOTE 19—FAIR VALUE OF FINANCIAL INSTRUMENTS


		Level 1:		Quoted prices (unadjusted) in active markets for identical assets or liabilities

		Level 2:		Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities

		Level 3:		Unobservable inputs

The accounting guidance for fair value measurements requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value into earnings. We have not made any material fair value option elections as of and for the years ended December 31, 2012 and 2011.

Level 1, 2 and 3 Valuation Techniques

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

The following table displays our assets and liabilities measured on our consolidated balance sheets at fair value on a recurring basis as of December 31, 2012 and 2011:

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	December 31, 2012
	Fair Value Measurements Using
(Dollars in millions)	Level 1			Level 2			Level 3			Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	1,552		$	0		$	0		$	1,552
U.S. Agency debt obligations		0			664			650			1,314
Residential mortgage-backed securities		0			42,538			1,335			43,873
Commercial mortgage-backed securities		0			7,042			587			7,629
Asset-backed securities		0			8,356			102			8,458
Other		145			993			15			1,153

Total securities available for sale		1,697			59,593			2,689			63,979
Other assets:
Mortgage servicing rights		0			0			55			55
Derivative receivables⁽¹⁾⁽²⁾		1			1,757			90			1,848
Retained interests in securitizations and other		0			0			204			204

Total assets	$	1,698		$	61,350		$	3,038		$	66,086

Liabilities
Other liabilities:
Derivative payables⁽¹⁾⁽²⁾	$	(1	)	$	(361	)	$	(38	)	$	(400	)

Total liabilities	$	(1	)	$	(361	)	$	(38	)	$	(400	)


	December 31, 2011
	Fair Value Measurements Using
(Dollars in millions)	Level 1			Level 2			Level 3			Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	124		$	0		$	0		$	124
U.S. Agency debt obligations		0			138			0			138
Residential mortgage-backed securities		0			26,455			195			26,650
Commercial mortgage-backed securities		0			913			274			1,187
Asset-backed securities		0			10,118			32			10,150
Other		279			219			12			510

Total securities available for sale		403			37,843			513			38,759
Other assets:
Mortgage servicing rights		0			0			93			93
Derivative receivables⁽¹⁾⁽²⁾		5			1,828			103			1,936
Retained interests in securitizations and other		0			0			145			145

Total assets	$	408		$	39,671		$	854		$	40,933

Liabilities
Other liabilities:
Derivative payables^(1) (2)	$	(6	)	$	(702	)	$	(279	)	$	(987	)

Total liabilities	$	(6	)	$	(702	)	$	(279	)	$	(987	)

⁽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 $9 million and $23 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of December 31, 2012 and 2011, 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 2012, we had minimal movements between Levels 1 and 2.

Level 3 Instruments Only

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


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2012
				Total Gains or (Losses) (Realized/Unrealized)																								Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2012⁽³⁾
(Dollars in millions)	Balance, January 1, 2012			Included in Net Income⁽¹⁾			Included in Other Comprehensive Income		Purchases		Sales			Issuances			Settlements			Transfers Into Level 3⁽²⁾		Transfers Out of Level 3⁽²⁾			Balance, December 31, 2012
Assets:
Securities available-for-sale:
U.S. Agency debt obligations	$	0		$	0		$	6	$	276	$	0		$	0		$	(8	)	$	376	$	0		$	650		$	0
Residential mortgage-backed securities		195			(10	)		157		2,549		(640	)		0			(280	)		630		(1,266	)		1,335			(10	)
Commercial mortgage-backed securities		274			5			20		1,102		(76	)		0			(30	)		70		(778	)		587			5
Asset-backed securities		32			0			23		384		0			0			(4	)		261		(594	)		102			0
Other		12			0			0		0		0			0			(5	)		17		(9	)		15			0

Total securities available for sale		513			(5	)		206		4,311		(716	)		0			(327	)		1,354		(2,647	)		2,689			(5	)
Other Assets:
Mortgage servicing rights		93			(39	)		0		0		0			11			(10	)		0		0			55			(39	)
Derivative receivables		103			58			0		0		0			13			(88	)		13		(9	)		90			58
Retained interest in securitizations and other		145			59			0		0		0			0			0			0		0			204			59
Liabilities:
Other liabilities:
Derivative Payables		(279	)		(12	)		0		0		0			(33	)		274			8		4			(38	)		(12	)


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2011
				Total Gains or (Losses) (Realized/Unrealized)																									Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2011⁽³⁾
(Dollars in millions)	Balance, January 1, 2011			Included in Net Income⁽¹⁾			Included in Other Comprehensive Income			Purchases		Sales			Issuances			Settlements			Transfers Into Level 3⁽²⁾		Transfers Out of Level 3⁽²⁾			Balance, December 31, 2011
Assets:
Securities available for sale:
Residential mortgage-backed securities	$	578		$	0		$	(21	)	$	20	$	(14	)	$	0		$	(102	)	$	76	$	(342	)	$	195		$	0
Commercial mortgage-backed securities		0			0			10			357		(30	)		0			0			76		(139	)		274			0
Asset-backed securities		13			0			(4	)		34		0			0			0			0		(11	)		32			0
Other		7			0			0			0		0			0			(1	)		6		0			12			0

Total securities available for sale		598			0			(15	)		411		(44	)		0			(103	)		158		(492	)		513			0
Other Assets:
Mortgage servicing rights		141			(44	)		0			0		0			9			(13	)		0		0			93			(44	)
Derivative receivables		46			49			0			0		0			47			(34	)		0		(5	)		103			49
Retained interest in securitizations and other		152			(7	)		0			0		0			0			0			0		0			145			(7	)
Liabilities:
Other liabilities:
Derivative Payables		(43	)		(75	)		0			0		0			(182	)		17			0		4			(279	)		(75	)

⁽¹⁾

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

⁽²⁾	The transfers out of Level 3 for the years ended December 31, 2012 and 2011 was primarily driven by greater consistency among multiple pricing sources. The transfers into Level 3 were primarily driven by less consistency among vendor pricing on individual securities.

⁽³⁾

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

Significant Level 3 Fair Value Asset and Liability Input Sensitivity

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

Fair Value Governance and Control

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

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

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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


Quantitative Information about Level 3 Fair Value Measurements
(Dollars in millions)	Fair Value at December 31, 2012			Significant Valuation Techniques	Significant Unobservable Inputs	Range (Weighted Average)
Assets:

Securities available for sale:

Residential mortgage-backed securities	$	1,335		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	0-24% (5%) 0-26% (6%) 0-21% (9%) 4-75% (52%)

Commercial mortgage-backed securities		587		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate	1-3% (2%) 0-15% (11%)

Asset-backed securities		102		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	1-24% (4%) 0-5% (2%) 1-28% (15%) 46-88% (72%)

U.S. agency debt obligations and other		665		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate	1-4% (2%) N/A
Other assets:

Mortgage servicing rights		55		Discounted cash flows	Constant prepayment rate Discount rate Servicing cost ($ per loan)	11.77-32.99% (19.37%) 9.95-37.88% (12.66%) $81-$864 ($302)

Derivative receivables		90		Discounted cash flows	Swap rates	1.82-2.59% (2.46%)

Retained interests in securitization and other		204		Discounted cash flows	Life of receivables (months) Constant prepayment rate Discount rate	29-243 (66) 1.25-22.21% (13.52%) 2.90-13.57% (12.70%)
Liabilities:
Other liabilities:

Derivative payables		(38	)	Discounted cash flows Black model	Swap rates Flat volatility	1.82-2.55% (2.42%) 24.66-25.03% (24.72%)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

Loans Held For Sale

Loans held for sale are carried at the lower of aggregate cost, net of deferred fees and deferred origination costs, or fair value. The fair value of loans held for sale is determined using a discounted cash flow model or the fair value of the underlying collateral, less the estimated cost to sell. Held-for-sale loans that are valued using a discounted cash flow model are classified as level 2. Loans that are valued using fair value less the estimated cost to sell have significant unobservable inputs and are classified as Level 3 under the fair value hierarchy. Fair value adjustments to loans held for sale are recorded in other non-interest expense in our consolidated statements of income.

Loans Held For Investment, Net

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

Foreclosed Property and Other Repossessed Assets

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

Other Assets

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

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

December 31, 2012

Fair Value Measurements Using

Assets
at Fair
Value

Significant
Valuation
Techniques

Significant Unobservable
Inputs

Range
(Weighted
Average)

(Dollars in millions)

Level 1

Level 2

Level 3

Assets

Loans held for sale

201

N/A

Loans held for investment

162

Appraisal
Value

Non-recoverable rate

0-100%

(13%)

Foreclosed property⁽¹⁾

Appraisal
Value

Cost to Sell

Bias Factor

10-14%

0-11%

Other⁽²⁾

Appraisal
Value

Cost to Sell

6-6%

(6%)

Total

201

271

472


	December 31, 2011
	Fair Value Measurements Using						Assets at Fair Value
(Dollars in millions)	Level 1		Level 2		Level 3		Assets at Fair Value
Assets
Loans held for sale	$	0	$	201	$	0	$	201
Loans held for investment		0		0		113		113
Foreclosed property⁽¹⁾		0		0		169		169
Other⁽²⁾		0		0		21		21

Total	$	0	$	201	$	303	$	504


	Total Gains (Losses)Year Ended December 31,
(Dollars in millions)	2012			2011
Assets
Loans held for sale	$	0		$	0
Loans held for investment		(50	)		(66	)
Foreclosed property⁽¹⁾		(12	)		(21	)
Other⁽²⁾		(19	)		(19	)

Total	$	(14	)	$	(106	)

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

⁽²⁾	Consists of long lived assets classified as held for sale.

Fair Value of Financial Instruments

The following reflects the fair value of financial instruments, whether or not recognized on the consolidated balance sheets, at fair value as of December 31, 2012 and 2011:


	December 31, 2012				Fair Value Measurements Using
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	11,058	$	11,058	$	11,058	$	0	$	0
Restricted cash for securitization investors		428		428		428		0		0
Securities available for sale		63,979		63,979		1,697		59,593		2,689
Loans held for sale		201		201		0		201		0
Net loans held for investment		200,733		205,000		0		0		205,000
Interest receivable		1,694		1,694		0		1,694		0
Derivatives		1,848		1,848		1		1,757		90
Mortgage servicing rights		55		55		0		0		55
Financial liabilities

Non-interest bearing deposits	$	22,467	$	22,467	$	22,467	$	0	$	0
Interest-bearing deposits		190,018		189,423		0		22,216		167,207
Securitized debt obligations		11,398		11,590		0		11,252		338
Senior and subordinated notes		12,686		13,312		0		13,312		0
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,248		1,248		1,248		0		0
Other borrowings		24,578		24,616		346		24,215		55
Interest payable		450		450		0		450		0
Derivatives		400		400		1		361		38
	December 31, 2011
(Dollars in millions)	Carrying Amount		Estimated Fair Value
Financial assets
Cash and cash equivalents	$	5,838	$	5,838
Restricted cash for securitization investors		791		791
Securities available for sale		38,759		38,759
Loans held for sale		201		201
Net loans held for investment		131,642		133,710
Interest receivable		1,029		1,029
Derivatives		1,936		1,936
Mortgage servicing rights		93		93

Financial liabilities
Non-interest bearing deposits	$	18,281	$	18,281
Interest-bearing deposits		109,945		110,002
Securitized debt obligations		16,527		16,632
Senior and subordinated notes		11,034		10,870
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,464		1,464
Other borrowings		10,536		10,607
Interest payable		466		466
Derivatives		987		987

The following describes the valuation techniques used in estimating the fair value of our financial instruments as of December 31, 2012 and 2011. 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 securities purchased under agreements to resell and interest-bearing deposits with banks approximate fair value.

Restricted Cash for Securitization Investors

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

Securities Available For Sale

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

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

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

The significant unobservable inputs used in the fair value measurement of our residential, asset-backed and commercial securities include yield, prepayment rate, default rate and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation or combination would result in a significant change in fair value measurement. Generally, an increase in the yield assumption will result in a decrease in fair value measurement, however, an increase or decrease in prepayment rate, default rate or loss severity may have a different impact on the fair value given various characteristics of the security including the capital structure of the deal, credit enhancement for the security or other factors.

As of December 31, 2012, we saw further improvements in the market value of our portfolio holdings driven by lower interest rates and reduced risk premiums as compared to 2011. The increase in the amount of Level 3 securities was primarily driven by the increase in non-agency MBS securities due to acquisition of ING Direct securities portfolio.

Loans Held For Sale

The fair value of loans held for sale is determined using current secondary market prices for portfolios with similar characteristics. The carrying amounts as of December 31, 2012 and 2011 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 as of December 31, 2012 was primarily due to a tightening of liquidity spreads and improved credit performance noted in our mortgage and commercial loan portfolios.

Interest Receivable

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

Derivative Receivables and Payables

We use both exchange-traded derivatives and over-the-counter (“OTC”) derivatives to manage our interest rate and foreign currency risk exposure. Quoted market prices are available and used for our exchange-traded derivatives, which we classify as Level 1. However, substantially all of our derivatives are traded in OTC markets where quoted market prices are not always readily available. Therefore, we value most OTC derivatives using valuation techniques, which include internally-developed models. We primarily rely on market observable inputs for our models, such as interest rate yield curves, credit curves, option volatility and currency rates, that vary depending on the type of derivative and nature of the underlying rate, price or index upon which the derivative’s value is based. Where model inputs can be observed in a liquid market and the model does not require significant judgment, such derivatives are typically classified as Level 2 of the fair value hierarchy. When instruments are traded in less liquid markets and significant inputs are unobservable, such as interest rate swaps whose remaining terms do not correlate with market observable interest rate yield curves, the derivatives are classified as Level 3.

The impact of counterparty non-performance risk is considered when measuring the fair value of derivative receivables. These derivatives are included in other assets on the balance sheet.

We validate the pricing obtained from the internal models through comparison of pricing to additional sources, including external valuation agents and other internal sources. Pricing variances among different pricing sources are analyzed and validated.

Mortgage Servicing Rights

Mortgage Servicing Rights (“MSRs”) do not trade in an active market with readily observable prices. Accordingly, we determine the fair value of MSRs using a valuation model that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment 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.

Financial Liabilities

Non-Interest Bearing Deposits

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

Interest-Bearing Deposits

The fair value of interest-bearing deposits was determined based on discounted expected cash flows using discount rates consistent with current market rates for similar products with similar remaining terms.

Securitized Debt Obligations

We utilized multiple third party pricing services to obtain fair value measures for the large majority of our securitized debt obligations. The techniques used by the pricing services utilize observable market data to the extent available; and pricing models may be used which incorporate available trade, bid and other market information as described in the above section. We used internal pricing models, discounted cash flow models or similar techniques to estimate the fair value of certain securitization trusts where third-party pricing was not available.

Senior and Subordinated Notes

We engage multiple third party pricing services in order to estimate the fair value of senior and subordinated notes. The pricing service utilizes a pricing model that incorporates available trade, bid and other market information. It also incorporates spread assumptions, volatility assumptions and relevant credit information into the pricing models.

Federal Funds Purchased and Securities Loaned or Sold under Agreements to Repurchase and Other Borrowings

The carrying amount of federal funds purchased and repurchase agreements approximates fair value. The fair value of FHLB advances was determined based on discounted expected cash flows using discount rates consistent with current market rates for FHLB advances with similar remaining terms. We engage multiple third party pricing services in order to estimate the fair value of junior subordinated borrowings. The pricing service utilizes a pricing model that incorporates available trade information. It also incorporates available market and credit information into the pricing process. The increase in fair value of our other borrowings above carrying values at December 31, 2012 was primarily due to market interest rates being slightly lower than the interest rates on the debt we own.

Interest Payable

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

Commitments

We provide commitments that include extending credit and letters of credit. These financial instruments are generally not sold or traded. The fair values of the financial guarantees outstanding and included in other liabilities as of December 31, 2012 and 2011 that have been issued since January 1, 2003 were $4 million. The estimated fair values of extensions of credit and letters of credit are not readily available. However, the fair value of commitments to extend credit and letters of credit is based on fees currently charged to enter into similar agreements with comparable credit risks and the current creditworthiness of the counterparties. Commitments to extend credit issued by us are generally short-term in nature and, if drawn upon, are issued under current market terms and conditions for credits with comparable risks. As of December 31, 2012 and 2011, there was no material unrealized appreciation or depreciation on these financial instruments.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 825
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Business Segments

24 Months Ended

Dec. 31, 2012

Business Segments

NOTE 20—BUSINESS SEGMENTS

•

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.

•

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 results of each 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 reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. We use an internal management and reporting process to derive our business segment results. We refer to the business segment results derived from our internal management accounting and reporting process as our “managed” presentation, which differs in some cases, as described below, from our reported results prepared based on U.S. GAAP. There is no comprehensive, authoritative body of guidance for management accounting equivalent to U.S. GAAP; therefore, the managed basis presentation of our business segment results may not be comparable to similar information provided by other financial service companies. In addition, our individual business segment results should not be used as a substitute for comparable results determined in accordance with U.S. GAAP.

Business Segment Reporting Methodology

The results of our business segments are intended to reflect each segment as if it were a stand-alone business. Our internal management and reporting process used to derive our segment results employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. Total interest income and net fees are directly attributable to the segment in which they are reported. The net interest income of each segment reflects the results of our funds transfer pricing process, which is primarily based on a matched maturity method that takes into consideration market rates. Our funds transfer pricing process provides a funds credit for sources of funds, such as deposits generated by our Consumer Banking and Commercial Banking businesses, and a funds charge for the use of funds by each segment. The allocation process is unique to each business segment and acquired businesses. Due to the integrated nature of our business segments, estimates and judgments have been made in allocating certain revenue and expense items. Transactions between segments are based on specific criteria or approximate third-party rates. We regularly assess the assumptions, methodologies and reporting classifications used for segment reporting, which may result in the implementation of refinements or changes in future periods.

Following is additional information on the principles and methodologies used in preparing our business segment results.

•

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

•

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

•

Provision for credit losses: The provision for credit losses is directly attributable to the business segment in which the loans are managed.

•

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

•

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

•

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

•

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

•

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

Segment Results and Reconciliation

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. In the first quarter of 2012, we re-aligned the loan categories reported by our Commercial Banking business and the loan customer and product types included within each category. As a result of this re-alignment, we now report three product categories: commercial and multifamily real estate, commercial and industrial loans and small-ticket commercial real estate, which is a run-off portfolio. We previously reported four categories within our Commercial Banking business: commercial and multifamily real estate, middle market, specialty lending and small-ticket commercial real estate. Middle market and specialty lending related products are included in commercial and industrial loans. All affordable housing tax-related investments, some of which were previously included in the “Other” segment, are now included in the commercial and multifamily real estate category of our Commercial Banking business.

The following tables provide a summary of our business segment results for 2012, 2011 and 2010, selected balance sheet data as of December 31, 2012 and 2011 and a reconciliation of our total business segment results to our reported consolidated income from continuing operations, assets and deposits. Prior period amounts have been recast to conform to the current period presentation.


	Year Ended December 31, 2012
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	10,182	$	5,788	$	1,740		$	(1,121	)	$	16,589
Non-interest income		3,078		782		340			607			4,807

Total net revenue		13,260		6,570		2,080			(514	)		21,396
Provision for credit losses		4,061		589		(270	)		35			4,415
Non-interest expense:
PCCR intangible amortization		350		0		0			0			350
Core deposit intangible amortization		0		159		34			0			193
Other non-interest expense		6,504		3,712		1,025			162			11,403

Total non-interest expense		6,854		3,871		1,059			162			11,946

Income (loss) from continuing operations before income taxes		2,345		2,110		1,291			(711	)		5,035
Income tax provision (benefit)		815		747		456			(717	)		1,301

Income from continuing operations, net of tax	$	1,530	$	1,363	$	835		$	6		$	3,734


	Year Ended December 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	7,822	$	4,236	$	1,596		$	(913	)	$	12,741
Non-interest income		2,609		720		283			(74	)		3,538

Total net revenue		10,431		4,956		1,879			(987	)		16,279
Provision for credit losses		1,870		452		31			7			2,360
Non-interest expense:
PCCR intangible amortization		21		0		0			0			21
Core deposit intangible amortization		0		132		40			0			172
Other non-interest expense		5,014		3,112		885			128			9,139

Total non-interest expense		5,035		3,244		925			128			9,332

Income (loss) from continuing operations before income taxes		3,526		1,260		923			(1,122	)		4,587
Income tax provision (benefit)		1,249		451		328			(694	)		1,334

Income from continuing operations, net of tax	$	2,277	$	809	$	595		$	(428	)	$	3,253


	Year Ended December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other			Consolidated Total
Net interest income	$	7,894	$	3,727	$	1,450	$	(614	)	$	12,457
Non-interest income		2,720		870		185		(61	)		3,714

Total net revenue		10,614		4,597		1,635		(675	)		16,171
Provision for credit losses		3,188		241		435		43			3,907
Non-interest expense:
Core deposit intangible amortization		0		144		55		0			199
Other non-interest expense		3,951		2,806		829		149			7,735

Total non-interest expense		3,951		2,950		884		149			7,934

Income (loss) from continuing operations before income taxes		3,475		1,406		316		(867	)		4,330
Income tax provision (benefit)		1,201		501		112		(534	)		1,280

Income (loss) from continuing operations, net of tax	$	2,274	$	905	$	204	$	(333	)	$	3,050

Business Segment Loans and Deposits

The total loans held for investment and customer deposits attributable to each of our reportable business segments as of December 31, 2012 and 2011 are presented in the following tables:

Year Ended December 31, 2012

(Dollars in millions)

Credit
Card

Consumer
Banking

Commercial
Banking

Other

Consolidated
Total

Total loans held for investment

91,755

75,127

38,820

187

205,889

Total customer deposits

172,396

29,866

10,223

212,485


	Year Ended December 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Consolidated Total
Total loans held for investment	$	65,075	$	36,315	$	34,327	$	175	$	135,892
Total customer deposits		0		88,540		26,683		13,003		128,226

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Commitments, Contingencies And Guarantees

Commitments, Contingencies And Guarantees

24 Months Ended

Dec. 31, 2012

NOTE 21—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Letters of Credit

We issue letters of credit (financial standby, performance standby and commercial) to meet the financing needs of our customers. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party in a borrowing arrangement. Commercial letters of credit are short-term commitments issued primarily to facilitate trade finance activities for customers and are generally collateralized by the goods being shipped to the client. Collateral requirements are similar to those for funded transactions and are established based on management’s credit assessment of the customer. Management conducts regular reviews of all outstanding letters of credit and customer acceptances, and the results of these reviews are considered in assessing the adequacy of our allowance for loan and lease losses.

We had standby letters of credit and commercial letters of credit with contractual amounts of $1.9 billion as of both December 31, 2012 and 2011. The fair value of outstanding financial guarantees, which we include in other liabilities in our consolidated balance sheets, was $4 million as of December 31, 2012. These financial guarantees had expiration dates ranging from 2012 to 2023 as of December 31, 2012.

Contingent Payments Related to Acquisitions and Partnership Agreements

Certain of our acquisition and partnership agreements include contingent payment provisions in which we agree to provide future payments, up to a maximum amount, based on certain performance criteria. Our contingent payment arrangements are generally based on the difference between the expected credit performance of specified loan portfolios as of the date of the applicable agreement and the actual future performance. To the extent that actual losses associated with these portfolios are less than the expected level, we agree to share a portion of the benefit with the seller. The maximum contingent payment amount related to our acquisitions totaled $165 million as of December 31, 2012. The actual payment amount related to $30 million of this balance will be determined as of September 30, 2013. The actual payment amount related to the remaining $135 million of this balance was determined as of December 31, 2012. We recognized an expense related to contingent payment arrangements of $77 million during 2012. As such, we had a liability for contingent payments related to these arrangements of $165 million and $88 million as of December 31, 2012 and 2011, respectively. On January 4, 2013, we settled one of our existing contingent payment arrangements for $135 million.

Guarantees

We have credit exposure on agreements that we entered into to manage our risk of loss on certain manufactured housing securitizations issued by GPC in 2000. Our maximum credit exposure related to these agreements totaled $19 million and $23 million as of December 31, 2012 and 2011, respectively. These agreements are recorded in our consolidated balance sheets as a component of other liabilities. The value of our obligations under these agreements was $17 million and $12 million as of December 31, 2012 and 2011, respectively. See “Note 7—Variable Interest Entities and Securitizations” for additional information about our manufactured housing securitization transactions.

Payment Protection Insurance

In the U.K., we previously sold payment protection insurance ("PPI"). In response to an elevated level of customer complaints across the industry, heightened media coverage and pressure from consumer advocacy groups, the U.K. Financial Services Authority ("FSA") investigated and raised concerns about the way some companies have handled complaints related to the sale of these insurance policies. In connection with this matter, we have established a reserve related to PPI, which totaled $220 million as of December 31, 2012.

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 CCB, which was acquired in February 2009 and subsequently merged into CONA.

In connection with their sales of mortgage loans, the subsidiaries entered into agreements containing varying representations and warranties about, among other things, the ownership of the loan, the validity of the lien securing the loan, the loan’s compliance with any applicable loan criteria established by the purchaser, including underwriting guidelines and the ongoing existence of mortgage insurance, and the loan’s compliance with applicable federal, state and local laws. The representations and warranties do not address the credit performance of the mortgage loans, but mortgage loan performance often influences whether a claim for breach of representation and warranty will be asserted and has an effect on the amount of any loss in the event of a breach of a representation or warranty.

Each of these subsidiaries may be required to repurchase mortgage loans in the event of certain breaches of these representations and warranties. In the event of a repurchase, the subsidiary is typically required to pay the 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 2005 through 2008, for the three general categories of purchasers of mortgage loans and the outstanding principal balance as of December 31, 2012 and 2011:

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


	Unpaid Principal Balance
	December 31,				Original Unpaid Principal Balance
(Dollars in billions)	2012		2011		Total		2008		2007		2006		2005
Government sponsored enterprises (“GSEs”)⁽¹⁾	$	4	$	5	$	11	$	1	$	4	$	3	$	3
Insured Securitizations		5		6		20		0		2		8		10
Uninsured Securitizations and Other		23		30		80		3		15		30		32

Total	$	32	$	41	$	111	$	4	$	21	$	41	$	45

⁽¹⁾	GSEs include Fannie Mae and Freddie Mac.

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

Of the $20 billion in original principal balance of mortgage loans sold directly by our subsidiaries to private-label purchasers who placed the loans into securitizations supported by bond insurance (“Insured Securitizations”), approximately $16 billion original principal balance was placed in securitizations as to which the monoline bond insurers have made repurchase requests or loan file requests to one of our subsidiaries (“Active Insured Securitizations”), and the remaining approximately $4 billion original principal balance was placed in securitizations as to which the monoline bond insurers have not made repurchase requests or loan file requests to one of our subsidiaries (“Inactive Insured Securitizations”). Insured Securitizations often allow the monoline bond insurer to act independently of the investors. Bond insurers typically have indemnity agreements directly with both the mortgage originators and the securitizers, and they often have super-majority rights within the trust documentation that allow them to direct trustees to pursue mortgage repurchase requests without coordination with other investors.

Because we do not service most of the loans our subsidiaries sold to others, we do not have complete information about the current ownership of the $80 billion in original principal balance of mortgage loans not sold directly to GSEs or placed in Insured Securitizations. We have determined based on information obtained from third-party databases that about $49 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 force a securitization trustee to pursue mortgage repurchases, including the need to coordinate with a certain percentage of investors holding the securities and to indemnify the trustee for any litigation it undertakes. Despite these legal and logistical hurdles, there is a risk that securitization trustees will pursue mortgage repurchase litigation unilaterally or in coordination with investors. There is also a risk that investors will be able to successfully pursue repurchase litigation independently and without the involvement of the trustee as a party. An additional approximately $21 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. Various known and unknown investors purchased the remaining $10 billion original principal balance of mortgage loans in this category.

With respect to the $111 billion in original principal balance of mortgage loans originated and sold to others between 2005 and 2008, we estimate that approximately $32 billion in unpaid principal balance remains outstanding as of December 31, 2012, approximately $17 billion in losses have been realized and approximately $8 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 for some of these mortgage loans. These amounts reflect our best estimates, including extrapolations where necessary. These extrapolations occur on the approximately $10 billion original principal balance of mortgage loans for which we do not have complete information about the current holders or the underlying credit performance. These estimates could change as we get additional data or refine our analysis.

The subsidiaries had open repurchase requests relating to approximately $2.4 billion original principal balance of mortgage loans as of December 31, 2012, compared with $2.1 billion as of December 31, 2011. As of December 31, 2012, the majority of new repurchase demands received over the last year and, as discussed below, the majority of our $899 million reserve relates to the $27 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) (All amounts are Original Principal Balance)	GSEs			Insured Securitizations			Uninsured Securitizations and Other			Total
Open claims as of December 31, 2010	$	126		$	832		$	665		$	1,623
Gross new demands received		196			359			131			686
Loans repurchased/made whole		(67	)		(14	)		(16	)		(97	)
Demands rescinded		(85	)		(6	)		(30	)		(121	)
Reclassifications⁽²⁾		6			72			(78	)		0

Open claims as of December 31, 2011	$	176		$	1,243		$	672		$	2,091

Gross new demands received		189			366			291			846
Loans repurchased/made whole		(233	)		(3	)		(138	)		(374	)
Demands rescinded		(75	)		(30	)		(40	)		(145	)
Reclassifications⁽²⁾		2			3			(4	)		1

Open claims as of December 31, 2012	$	59		$	1,579		$	781		$	2,419

⁽¹⁾

The open pipeline includes all repurchase requests ever received by our subsidiaries where either the requesting party has not formally rescinded the repurchase request and where our subsidiary has not agreed to either repurchase the loan at issue or make the requesting party whole with respect to its losses. Accordingly, repurchase requests denied by our subsidiaries and not pursued by the counterparty remain in the open pipeline. Moreover, repurchase requests submitted by parties without contractual standing to pursue repurchase requests are included within the open pipeline unless the requesting party has formally rescinded its repurchase request. Finally, the amounts reflected in this chart are the original principal balance amounts of the mortgage loans at issue and do not correspond to the losses our subsidiary would incur upon the repurchase of these loans.

⁽²⁾

Represents adjustments to correct the counterparty category as of December 31, 2012 and 2011 for amounts that were misclassified. The reclassification had no impact on the total pending repurchase requests; however, it resulted in an increase in open claims attributable to GSEs and Insured Securitizations and a decrease in open claims attributable to Uninsured Securitizations and Other.

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 mortgage representation and warranty losses, which we report in our consolidated statements of income as a component of non-interest income for loans originated and sold by CCB 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 for each GSE, adjusted for any bulk settlements, to estimate: (1) the percentage of current and future GSE loan defaults that we anticipate will result in repurchase requests from the GSEs over the lifetime of the GSE loans; and (2) the percentage of those repurchase requests that we anticipate will result in actual repurchases. We 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, for the potential GSE repurchase liability remaining after bulk settlements, 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 repurchase liability remaining after bulk settlements are grounded in this history. One of our subsidiaries entered into a bulk settlement with a GSE to resolve present and future repurchase claims in the first quarter of 2012, and our reserves allocated to the GSE segment reflect the amount of that settlement.

For the $16 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. In response to these requests for supporting documentation, monoline bond insurers typically initiate litigation. Accordingly, our reserves within the Active Insured Securitization segment are not based upon the historical repurchase rate with monoline bond insurers, but rather upon the expected resolution of litigation with the monoline bond insurers. Every bond insurer within this category is pursuing a substantially similar litigation strategy either through active or probable litigation. Accordingly, our representation and warranty reserves for this category are litigation reserves. In establishing litigation reserves for this category, we consider 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 the U.S. Bank Litigation, the DBSP Litigation, and the Ambac Litigation, in each case as referenced below, are contained within the Active Insured Securitization reserve category. Further, 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 one of our subsidiaries 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 $4 billion original principal balance of mortgage loans in the Inactive Insured Securitizations category and the $80 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 activity and 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 irregular nature of repurchase activity within these categories. Some Uninsured Securitization investors from this category who have not made repurchase requests or filed representation and warranty lawsuits are currently suing investment banks and securitization sponsors under federal and/or state securities laws. Although we face some direct and indirect indemnity risks from these litigations, we generally have not established reserves with respect to these indemnity risks because we do not consider them to be both probable and reasonably estimable liabilities.

The aggregate reserves for all three subsidiaries totaled $899 million as of December 31, 2012, compared with $943 million as of December 31, 2011. We recorded a total provision for mortgage representation and warranty losses for our representation and warranty repurchase exposure of $349 million in 2012, which was primarily driven by updated estimates of anticipated outcomes from various litigation and threatened litigation in the insured securitization segment based on relevant factual and legal developments and an increased reserve associated with a settlement in the first quarter of 2012 between a subsidiary and a GSE to resolve present and future repurchase claims. The decrease in the reserve in 2012 was driven primarily by the settlement of claims. During 2012, we had settlements of repurchase requests totaling $393 million that were charged against the reserve.

The following table summarizes changes in our representation and warranty reserves in 2012 and 2011:

Changes in Representation and Warranty Reserves


	Year Ended December 31,
(Dollars in millions)	2012			2011
Representation and warranty repurchase reserve, beginning of period⁽¹⁾	$	943		$	816
Provision for mortgage representation and warranty losses⁽²⁾		349			212
Net realized losses		(393	)		(85	)

Representation and warranty repurchase reserve, end of period⁽¹⁾	$	899		$	943

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

⁽²⁾

The pre-tax portion of the provision for mortgage representation and warranty recognized in our consolidated statements of income as a component of non-interest income totaled $42 million and $43 million in 2012 and 2011, respectively. The pre-tax portion of the provision for mortgage representation and warranty recognized in our consolidated statements of income as a component of discontinued operations totaled $307 million and $169 million in 2012 and 2011, respectively.

As indicated in the table below, most of the reserves relate to the $27 billion in original principal balance of mortgage loans sold directly to the GSEs or to the Active Insured Securitizations.

Allocation of Representation and Warranty Reserves


	Reserve Liability
	December 31,				Loans Sold 2005 to 2008⁽¹⁾
(Dollars in millions, except for loans sold)	2012		2011		Loans Sold 2005 to 2008⁽¹⁾
Selected period-end data:
GSEs and Active Insured Securitizations	$	817	$	778	$	27
Inactive Insured Securitizations and Others		82		165		84

Total	$	899	$	943	$	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 rise to the level of being both probable and reasonably estimable outcomes justifying an incremental accrual under applicable accounting standards. Our current best estimate of reasonably possible future losses from representation and warranty claims as of December 31, 2012 beyond what is in our reserve is approximately $2.7 billion. As of September 30, 2012 and December 31, 2011, estimates of reasonably possible losses were $1.7 billion and $1.5 billion, respectively. The estimate as of December 31, 2012 covers all reasonably possible losses relating to relating to the representation and warranty claim activity including those relating to the US Bank Litigation, the DBSP Litigation, the Ambac Litigation, the FHFA Litigation, and the FHLB of Boston Litigation. The increase since September 30, 2012 is attributable to updated assessments of reasonably possible future losses based primarily on increased securitization trustee activity and adverse legal developments in litigation in which our subsidiaries are not parties, but which could influence litigation in which our subsidiaries are parties, in each case occurring after the end of 2012. Notwithstanding our ongoing attempts to estimate a reasonably possible amount of future 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 our current estimate of the amount of reasonably possible losses. This estimate involves considerable judgment, and reflects that there is still significant uncertainty regarding the numerous factors that may impact the ultimate loss levels, including, but not limited to, anticipated litigation outcomes, future repurchase and indemnification claim levels, ultimate repurchase and indemnification rates, future mortgage loan performance levels, actual recoveries on the collateral and macroeconomic conditions (including unemployment levels and housing prices). In light of the significant uncertainty as to the ultimate liability our subsidiaries may incur from these matters, an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Litigation

In accordance with the current accounting standards for loss contingencies, we establish reserves for litigation related matters when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Below we provide a description of material legal proceedings and claims.

For some of the matters disclosed below, we are able to determine estimates of potential future outcomes that are not probable and reasonably estimable outcomes justifying either the establishment of a reserve or an incremental reserve build, but which are reasonably possible outcomes. For other disclosed matters, such an estimate is not possible at this time. For those matters below where an estimate is possible, excluding the reasonably possible future losses relating to the U.S. Bank Litigation, the DBSP Litigation, the Ambac Litigation, the FHFA Litigation, and the FHLB of Boston Litigation because reasonably possible losses with respect to those litigations are included within the reasonably possible representation and warranty liabilities discussed above, management currently estimates the reasonably possible future losses could be approximately $150 million. Notwithstanding our attempt to estimate a reasonably possible range of loss beyond our current accrual levels for some litigation matters based on current information, it is possible that actual future losses will exceed both the current accrual level and the range of reasonably possible losses disclosed here. Given the inherent uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these litigation matters and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period.

Interchange Litigation

In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust lawsuits (the “Interchange Lawsuits”) against MasterCard and Visa and several member banks, including our subsidiaries and us, alleging among other things, that the defendants conspired to fix the level of interchange fees. The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant Interchange Lawsuits were consolidated before the U.S. District Court for the Eastern District of New York for certain purposes, including discovery. On July 13, 2012, the parties executed and filed with the court a Memorandum of Understanding agreeing to resolve the litigation on certain terms set forth in a settlement agreement attached to the Memorandum. This agreement is contingent on preliminary and final court approval of the class settlement. In November 2012, the court granted preliminary approval of the class settlement.

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, 2011 and December 31, 2012 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. In May 2011, another merchant, on behalf of himself and other merchants who accept Visa and MasterCard branded credit cards, filed a class action in the Ontario Superior Court of Justice (Toronto Region) asserting the same alleged violations of law related to credit card interchange fees and network rules. In April 2012, Capital One Financial Corporation was included as a defendant, along with several other member banks, to an existing class action against Visa and MasterCard that is pending in the Superior Court of Quebec (District of Montreal) and brought by a merchant corporation on behalf of itself and other merchants that accept Visa and MasterCard branded credit cards. In July 2012, two other plaintiff merchant corporations brought class action lawsuits on the same alleged violations of law, filed in the Saskatchewan Court of Queen’s Bench and the Alberta Court of Queen’s Bench. In December 2012 and January 2013, other merchant corporations brought new class actions on the same alleged violations filed in the Alberta Court of Queen’s Bench and the Saskatchewan Court of Queen’s Bench, respectively. All seven class actions name Visa and MasterCard and a number of member banks, including Capital One Financial Corporation or Capital One Bank (Canada Branch), which issues only MasterCard branded credit cards in Canada. The class action complaints allege 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. Plaintiffs’ motion for class certification in the British Columbia action is set for hearing in April 2013.

Late Fees Litigation

In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the U.S. District Court for the Northern District of California against several issuing banks, including us. These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes, and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The amended complaint requests civil monetary damages, which could be trebled, and injunctive relief. In November 2007, the court dismissed the amended complaint. Plaintiffs appealed that order to the Ninth Circuit Court of Appeals. The plaintiffs’ appeal challenges the dismissal of their claims under the National Bank Act, the Depository Institutions Deregulation Act of 1980 and the California Unfair Competition Law (the “UCL”), but not their antitrust conspiracy claims. In June 2009, the Ninth Circuit Court of Appeals stayed the matter pending the bankruptcy proceedings of one of the defendant financial institutions. After numerous stays since 2009, the Ninth Circuit entered an order lifting the stay on August 29, 2012, and will now hear the appeal.

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 alleges in a putative class action that COBNA breached its contractual obligations and violated the Truth In Lending Act (the “TILA”) and the California Unfair Competition Law (“UCL”) when it raised interest rates on certain credit card accounts. In May, 2012, the parties agreed to a California-only settlement for a non-material amount, and the Court stayed the case for all purposes except for approval of the settlement. On November 29, 2012, the court granted preliminary court approval of the class settlement and set a hearing on final approval of the class settlement for April 1, 2013.

The Capital One Bank Credit Card Interest Rate Multi-district Litigation matter was created as a result of a June 2010 transfer order issued by the United States Judicial Panel on Multi-district Litigation (“MDL”), which consolidated for pretrial proceedings in the U.S. District Court for the Northern District of Georgia two pending putative class actions against COBNA—Nancy Mancuso, et al. v. Capital One Bank (USA), N.A., et al., (E.D. Virginia); and Kevin S. Barker, et al. v. Capital One Bank (USA), N.A., (N.D. Georgia), A third action, Jennifer L. Kolkowski v. Capital One Bank (USA), N.A., (C.D. California) was subsequently transferred into the MDL. On August 2, 2010, the plaintiffs in the MDL filed a Consolidated Amended Complaint. The Consolidated Amended Complaint alleges in a putative class action that COBNA breached its contractual obligations, and violated the TILA, the California Consumers Legal Remedies Act, the UCL, the California False Advertising Act, the New Jersey Consumer Fraud Act, and the Kansas Consumer Protection Act when it raised interest rates on certain credit card accounts. The MDL plaintiffs seek statutory damages, restitution, attorney’s fees and an injunction against future rate increases. Fact discovery is now closed. On August 8, 2011, Capital One filed a motion for summary judgment, which remains pending with the court. As a result of the settlement in Rubio v. Capital One Bank, the California-based UCL and TILA claims in the MDL are extinguished.

Mortgage Repurchase Litigation

On February 5, 2009, GreenPoint was named as a defendant in a lawsuit commenced in the New York County Supreme Court , by U.S. Bank, N. A., Syncora Guarantee Inc. (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 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. GreenPoint subsequently answered the complaint with respect to U.S. Bank, denying the allegations, and filed a counterclaim against U.S. Bank alleging breach of covenant of good faith and fair dealing. On February 28, 2012, the Court denied plaintiffs’ motion for leave to file an amended complaint and dismissed Syncora and CIFG from the case. Syncora and CIFG have appealed. Discovery between U.S. Bank and GreenPoint has been ongoing since January, 2011. 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 our reserve assumes, among other things, that we will be responsible for only a portion of the portfolio-wide losses inherent in the securitizations and sought in the lawsuit.

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, almost all of which is insured by AGM, 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 the court denied on July 25, 2011. 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 exposure to loss in excess of the amount established within the overall representation and warranty reserve because our reserve assumes, among other things, that we will be responsible for only a portion of the losses sought in the lawsuit.

On October 24, 2012, Capital One, N.A., (“CONA”) as successor to Chevy Chase Bank, F.S.B. (“CCB”), was named as a defendant in a lawsuit filed in the Southern District of New York by Ambac Assurance Corporation and the Segregated Account of Ambac Assurance Corporation (the “Ambac Litigation”). Plaintiffs allege, among other things, that CONA (as successor to CCB) breached certain representations and warranties in contracts relating to six securitizations with an aggregate original principal balance of approximately $5.2 billion which were sponsored by a CCB affiliate in 2006 and 2007 and backed by loans originated by CCB. Almost half of the securities issued by the six trusts are insured by Ambac. Plaintiffs seek unspecified damages, an order compelling CONA to indemnify Ambac for all accrued and future damages based on alleged breaches of representations and warranties relating to a limited sampling of loans in the portfolio, the repurchase of specific mortgage loans to which the alleged breaches of representations and warranties relate, and all related fees, costs, and interest. CONA moved to dismiss the complaint on January 14, 2013. As noted above, CONA has established reserves with respect to its probable and reasonably estimable legal liability from the Ambac Litigation, which reserves are included within the overall representation and warranty reserve. Also as noted above, CONA has exposure to loss in excess of the amount established within the overall representation and warranty reserve because our reserve assumes, among other things, that we will be responsible for only a portion of the alleged losses sought in the lawsuit.

On May 30, June 29, and July 30, 2012, FHFA (acting as conservator for Freddie Mac) filed three summons with notice in the New York state court against GreenPoint, on behalf of the trustees for three RMBS trusts backed by 9,594 loans originated by GreenPoint (the “FHFA Litigation”) with an aggregate original principal balance of $3.4 billion. On January 25, 2013, the plaintiffs filed an amended complaint in the name of the three trusts, acting by the respective trustees, alleging breaches of contractual representations and warranties regarding compliance with GreenPoint underwriting guidelines relating to 1,808 loans. Plaintiffs seek specific performance of the repurchase obligations with respect to the 1,808 loans for which they have provided notice of alleged breaches as well as all other allegedly breaching loans, rescissory damages, indemnification, costs and interest.

In addition to the mortgage repurchase litigations referenced above, in which one of the Company’s subsidiaries is a defendant, the Company’s subsidiaries face indemnification risks from certain lawsuits brought by monoline bond insurers and investors against third-party securitizations sponsors, where one of our subsidiaries provided some or all of the mortgage collateral within the securitization but is not a defendant in the litigation. In those matters where the Company has determined that losses from these matters are probable and reasonably estimable, the Company has established reserves for these cases, which are included within the overall representation and warranty reserve.

FHLB Securities Litigation

On April 20, 2011, the Federal Home Loan Bank of Boston (the “FHLB of Boston”) filed suit against dozens of mortgage industry participants in Massachusetts Superior Court, alleging, among other things, violations of Massachusetts state securities laws in the sale and marketing of certain residential mortgage-backed securities (the “FHLB of Boston Litigation”). Capital One Financial Corporation and Capital One, National Association are named in the complaint as alleged successors in interest to Chevy Chase Bank, which allegedly marketed some of the mortgage-backed securities at issue in the litigation. The FHLB of Boston seeks rescission, unspecified damages, attorneys’ fees, and other unspecified relief. The case was removed to the United States District Court for the District of Massachusetts in May 2011. FHLB of Boston filed an Amended Complaint on June 29, 2012, and the Company filed a motion to dismiss on October 11, 2012, which is pending.

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 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 CONA’s motion to dismiss claims of breach of the covenant of good faith and fair dealing under Texas law, but denied the motion to dismiss in all other respects. The parties have been engaged in discovery since May, 2011. On June 21, 2012, the MDL court granted plaintiff’s motion for class certification. The modified scheduling order entered by the MDL court on November 29, 2012, contemplates the conclusion of discovery in the second quarter 2013 and remand to the Eastern District of Louisiana thereafter.

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, along with several other banks, 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 and the other banks willfully infringed certain patents relating to remote image capture with centralized processing and storage. Capital One was served with the complaint on April 5, 2011, and filed an answer on May 26, 2011. On August 30, 2011, Capital One joined other defendants in filing a Motion to Transfer Venue from the U.S. District Court for the Eastern District of Texas, Tyler Division to the Southern District of Texas, Houston Division. That motion was denied by the trial court on January 30, 2012. All of the defendants sought an appeal of the venue issue, which was denied on August 10, 2012, by the United States Court of Appeals for the Federal Circuit. In August 2012, the parties entered into court-ordered mediation that resulted in a non-material settlement of the dispute. On August 30, 2012, a settlement release, and license agreement was executed, and the court entered a final order, dismissing the action with prejudice.

Hawaii, Mississippi, and Missouri State Attorney General Payment Protection Matters

On April 12, 2012, the Attorney General of Hawaii filed a lawsuit in First Circuit Court in Hawaii against Capital One Bank (USA) N.A., and Capital One Services, LLC. The case is one of several similar lawsuits filed by the Attorney General of Hawaii against various banks challenging the marketing and sale of payment protection and credit monitoring products. On June 28, 2012, the Attorney General of Mississippi filed substantially similar suits against Capital One and several other banks. The state attorney general complaints allege that Capital One enrolls customers in such programs without their consent and that Capital One enrolls customers in such programs even in circumstances in which the customer is not eligible to receive benefits for the product in question. Both suits allege violations of its state Unfair and Deceptive Practices Act and unjust enrichment. The remedies sought in the lawsuits include an injunction prohibiting the Company from engaging in the alleged violations, restitution for all persons allegedly injured by the complained of practices, civil penalties and costs. On May 18, 2012, Capital One removed the Hawaii AG case to U.S. District Court, District of Hawaii. On November 30, 2012, the court denied the Hawaii AG’s motion to remand. On August 10, 2012 Capital One removed the Mississippi AG case to U.S. District Court, Southern District of Mississippi. The parties are currently briefing the Mississippi AG’s motion to remand. Relatedly, Capital One has provided information to the Attorney General of Missouri as part of an industry-wide informal inquiry initiated in August, 2011, relating to the marketing of payment protection products.

Derivative Actions

On August 17, 2012, a derivative action, titled Iron Workers Mid-South Pension Fund v. Fairbank, et al., Case No. 2012 14130 (“Iron Workers Action”), was filed by a putative stockholder on behalf of the Company in Virginia Circuit Court of Fairfax County (hereafter “Virginia Circuit Court”) against certain current and former directors and officers of the Company, alleging breach of the fiduciary duty of loyalty, gross mismanagement, corporate waste, and unjust enrichment. The complaint’s allegations stem from the Company’s entering into consent orders with the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau regarding vendor sales practices of payment protection and credit monitoring products. Plaintiff shareholder generally alleges that the alleged failure of the Company’s officers and directors to oversee certain practices between 2010 and early 2012 caused harm to the Company, which is named as a “nominal defendant.” The action includes claims for, among other things, damages in favor of the Company, certain corporate actions to purportedly improve the Company’s corporate governance and internal procedures, and an award of costs and expenses to the putative plaintiff stockholder, including attorneys’ fees. On September 19, 2012, a second derivative complaint, titled Barovic v. Fairbank, et al., Case No. 2012 14130, was filed by another putative stockholder on behalf of the Company also in the Virginia Circuit Court. The Barovic derivative complaint is substantially identical to the Iron Workers’ Action (collectively “Derivative Actions”). The defendants removed the Iron Workers Action from Virginia Circuit Court to the U. S. District Court for the Eastern District of Virginia and filed a motion to dismiss the complaints. The plaintiffs moved to remand the cases back to Virginia Circuit Court. On November 30, 2012, the court denied the motions to remand and took the motions to dismiss under advisement.

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.

Capital One Financial Corporation (Parent Company Only)

24 Months Ended

Dec. 31, 2012

Capital One Financial Corporation (Parent Company Only)

NOTE 22—CAPITAL ONE FINANCIAL CORPORATION (PARENT COMPANY ONLY)

Condensed Financial Information

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


	December 31,
(Dollars in millions)	2012			2011
Balance sheets
Assets:
Cash and cash equivalents	$	7,342		$	9,351
Investment in subsidiaries		46,605			33,113
Loans to subsidiaries		1,335			337
Securities available for sale		464			56
Other		1,432			1,317

Total assets		57,178			44,174

Liabilities:
Senior and subordinated notes		10,116			8,467
Other borrowings		5,036			4,481
Other		1,527			1,560

Total liabilities		16,679			14,508

Stockholders’ equity:
Preferred stock		0			0
Common stock		6			5
Additional paid-in-capital, net		26,188			19,274
Retained earnings		16,853			13,462
Accumulated other comprehensive income		739			169
Less: Treasury stock, at cost		(3,287	)		(3,244	)

Stockholders’ equity		40,499			29,666

Total liabilities and stockholders’ equity	$	57,178		$	44,174


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Statements of income
Interest from temporary investments	$	47		$	26		$	27
Interest expense		574			515			479
Dividends, principally from bank subsidiaries		0			1,950			1,200
Non-interest income		697			29			35
Non-interest expense		173			361			273

Income before income taxes and equity in undistributed earnings of subsidiaries		(3	)		1,129			510
Income tax benefit		(168	)		(247	)		(221	)
Equity in undistributed earnings of subsidiaries		3,569			1,877			2,319

Income from continuing operations, net of tax		3,734			3,253			3,050
Loss from discontinued operations, net of tax		(217	)		(106	)		(307	)

Net income		3,517			3,147			2,743
Dividends and undistributed earnings allocated to participating securities		(15	)		(26	)		0
Preferred stock dividends		(15	)		0			0

Net income available to common stockholders	$	3,487		$	3,121		$	2,743


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Statements of cash flows
Operating activities:
Net income	$	3,517		$	3,147		$	2,743
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) loss of subsidiaries:
Continuing operations		(3,569	)		(1,877	)		(2,319	)
Discontinued operations		217			106			307
Amortization expense		(24	)		(2	)		0
Stock plan compensation expense		112			92			96
Decrease (Increase) in other assets		1			(65	)		(3,261	)
Increase (decrease) in other liabilities		(34	)		18			543

Net cash (used in) provided by operating activities		220			1,419			(1,891	)

Investing activities:
(Increase) decrease in investment in subsidiaries		(9,709	)		(46	)		433
Proceeds from maturities of securities available for sale		24			(0	)		0
Purchase of securities available for sale		(351	)		(54	)		0
(Increase) decrease in loans to subsidiaries		(997	)		(1	)		164
Proceeds from issuance of common stock for acquisition		2,638			0			0

Net cash provided by (used in) investing activities		(8,395	)		(101	)		597

Financing activities:
Increase in borrowings from subsidiaries		555			450			390
Issuance of senior notes		2,246			2,992			0
Maturities of senior notes		(632	)		(855	)		0
Dividends paid—common stock		(111	)		(91	)		(91	)
Dividends paid—preferred stock		(15	)		0			0
Purchases of treasury stock		(43	)		(42	)		(22	)
Net proceeds from issuances of common stock		3,233			40			30
Net proceeds from issuances of preferred stock		853			0			0
Proceeds from stock-based payment activities		80			57			3

Net cash (used in) provided by financing activities		6,166			2,551			310

(Decrease) increase in cash and cash equivalents		(2,009	)		3,869			(984	)
Cash and cash equivalents at beginning of year		9,351			5,482			6,466

Cash and cash equivalents at end of year	$	7,342		$	9,351		$	5,482

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

Related Party Transactions

Related Party Transactions

24 Months Ended

Dec. 31, 2012

NOTE 23—RELATED PARTY TRANSACTIONS

In the ordinary course of business, we may have loans issued to our executive officers, directors, and principal stockholders, also known as Regulation O Insiders. Pursuant to our policy, such loans are issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectability.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Basis Of Presentation And Use Of Estimates

Subsequent Events

24 Months Ended

Dec. 31, 2012

Subsequent Events

NOTE 24—SUBSEQUENT EVENTS

Sale of Best Buy Card Portfolio

On February 19, 2013, we announced an agreement to sell the portfolio of Best Buy Stores, L.P. (“Best Buy”) private-label and co-branded credit card accounts that we acquired in the 2012 U.S. card acquisition to Citibank, N.A. (“Citi”). At the time of the announcement, the portfolio had loan balances of approximately $7 billion. In addition, we and Best Buy have agreed to end our contractual credit card relationship early. The sale of the loans to Citi, which is subject to customary closing conditions, and early termination of the Best Buy partnership are expected to be finalized in the third quarter of 2013. Upon closing, we expect that the proceeds from the sale will approximate the book value of the accounts, resulting in no significant gain or loss on the transaction.

We transferred the net assets subject to the sale agreement to the held for sale category upon meeting the pertinent criteria for this classification during the first quarter of 2013. We will continue to recognize interest and fee income on the transferred loans, but will not recognize any impacts from charge-offs and recoveries unless these net charge-offs exceed the associated transferred allowance for loan losses. The amortization and accretion on the related intangibles ceased upon the transfer to the held for sale category.

Summary Of Significant Accounting Policies (Policies)

24 Months Ended

Dec. 31, 2012

Basis of Presentation and Use of Estimates

Principles Of Consolidation

Principles of Consolidation

Voting Interest Entities

Voting Interest Entities

Variable Interest Entities ("VIEs")

Variable Interest Entities (“VIEs”)

Cash And Cash Equivalents

Cash and Cash Equivalents

Securities Resale And Repurchase Agreements

Securities Resale and Repurchase Agreements

Investment Securities

Investment Securities

Loans

Loans

Loan Classification

Loan Classification

Loans Held For Investment

Loans Held for Investment

Loans Held For Sale

Loans Held for Sale

Loan Transfers

Loan Transfers

Loans Acquired

Loans Acquired

Loans Acquired And Accounted For Based On Expected Cash Flows

Loans Acquired and Accounted for Based on Expected Cash Flows

See “Note 2—Acquisitions” and “Note 5—Loans” for additional information.

Loans Acquired And Accounted For Based On Contractual Cash Flows

Loans Acquired and Accounted for Based on Contractual Cash Flows

Loan Modifications And Restructurings

Loan Modifications and Restructurings

Delinquent And Nonperforming Loans

Delinquent and Nonperforming Loans

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

•

Commercial banking loans: We classify commercial loans as nonperforming as of the date we determine that the collectability of interest or principal on the loan is not reasonably assured.

•

Impaired Loans

Impaired Loans

•

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

•

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

•

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

•

Acquired loans: We track and report acquired loans separately from other impaired loans.

Charge-Offs

Charge-Offs

•

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

•

Allowance For Loan And Lease Losses

Allowance for Loan and Lease Losses

Securitization Of Loans

Securitization of Loans

Premises And Equipment

Premises and Equipment


Premises & Equipment		Useful Lives
Buildings and improvement		5-39 years
Furniture and equipment		3-10 years
Computers and software		3-7 years
Leasehold improvements		Lesser of useful life or the remaining fixed non-cancelable lease term

Expenditures for maintenance and repairs are charged to earnings as incurred. Gains or losses upon disposition are reflected in earnings as realized.

Goodwill And Other Intangible Assets

Goodwill and Other Intangible Assets

Foreclosed Property And Repossessed Assets

Foreclosed Property and Repossessed Assets

Restricted Equity Investments

Restricted Equity Investments

Representation And Warranty Reserve

Representation and Warranty Reserve

Customer Rewards Reserve

Customer Rewards Reserve

Revenue Recognition

Revenue Recognition

Interest Income and Fees

Interchange Income

Same As Cash Promotions

Same-as-Cash Promotions

Card Partnership Agreements

Card Partnership Agreements

Collaborative Arrangements

Stock-Based Compensation

Stock-Based Compensation

Marketing Expense

Marketing Expense

Fraud Losses

Fraud Losses

Income Taxes

Income Taxes

Earnings Per Share

Earnings Per Share

Derivative Instruments And Hedging Activities

Derivative Instruments and Hedging Activities

Accounting For Acquisitions

Fair Value


		Level 1:		Quoted prices (unadjusted) in active markets for identical assets or liabilities

		Level 2:		Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities

		Level 3:		Unobservable inputs

Accounting for Acquisitions

Accounting Standards Adopted In 2012

Accounting Standards Adopted in 2012

Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution

Goodwill Impairment

Presentation of Comprehensive Income

Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”)

Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements

Issued but Not Yet Adopted Accounting Standards

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

Offsetting Financial Assets and Liabilities

Summary Of Significant Accounting Policies (Tables)

24 Months Ended

Dec. 31, 2012

Useful Lives For Premises And Equipment


Premises & Equipment		Useful Lives
Buildings and improvement		5-39 years
Furniture and equipment		3-10 years
Computers and software		3-7 years
Leasehold improvements		Lesser of useful life or the remaining fixed non-cancelable lease term

Acquisitions (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Impact Of Acquired Company And Pro Forma Information On Our Results Of Operations

ING Direct
Impact

HSBC
Impact

Condensed
Combined
Pro Forma
Results

From February 17,
2012 through

From May 1,

2012 through

Year Ended

December 31,

(Dollars in millions)

December 31, 2012

2012

2011

Revenue⁽¹⁾

1,754

3,186

24,910

26,265

Income from continuing operations, net of tax

334

(377

)

3,211

4,596

⁽¹⁾

Summary Of Purchase Price To The Fair Value Of Assets Acquired And Liabilities Assumed


(Dollars in millions)	Fair Value
Purchase price:
Cash	$	31,343
Receivable due from HSBC		(252	)

Total consideration transferred	$	31,091

Allocation of purchase price to net assets acquired:
Assets:
Loans receivable⁽¹⁾	$	28,234
Other assets		357
Premises and equipment		502
Intangible assets		2,212

Total assets		31,305

Liabilities:
Other liabilities		518

Total liabilities		518

Net assets acquired		30,787

Goodwill	$	304

⁽¹⁾	Loans receivable includes the fair value of unpaid principal balances of loans, the associated accrued interest and balances in certain loan settlement accounts.

ING Direct Bancorporation [Member]

Summary Of Purchase Price To The Fair Value Of Assets Acquired And Liabilities Assumed


(Dollars in millions)	Fair Value
Purchase price:
Cash	$	6,321
Fair value of Capital One common stock issued as non-cash consideration (54,028,086 shares)		2,638

Aggregate consideration transferred	$	8,959

Allocation of purchase price to net assets acquired:
Assets:
Cash and due from banks	$	20,061
Investments		30,237
Loans held for investment		40,042
Loans held for sale		367
Premises and equipment		245
Accrued interest receivable⁽¹⁾		170
Identifiable intangible assets		358
Other assets⁽²⁾		2,854

Total assets		94,334

Liabilities:
Interest payable		31
Interest-bearing deposits		84,410
Other borrowings		6
Other liabilities⁽³⁾		334

Total liabilities		84,781

Net assets acquired		9,553

Bargain purchase gain	$	594

⁽¹⁾	Includes $79 million of accrued interest receivable attributable to loans held for investment.

⁽²⁾	Other assets include $801 million of deferred tax assets, net of a valuation allowance of $8 million, as of the acquisition date.

⁽³⁾	Other liabilities include $181 million of deferred tax liabilities as of the acquisition date.

Discontinued Operations (Tables)

24 Months Ended

Dec. 31, 2012

Summary Of Results From Discontinued Operations


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Net interest expense	$	0		$	0		$	(1	)
Non-interest expense, net		(343	)		(168	)		(475	)

Loss from discontinued operations before tax		(343	)		(168	)		(476	)
Income tax benefit		(126	)		(62	)		(169	)

Loss from discontinued operations, net of tax	$	(217	)	$	(106	)	$	(307	)

Investment Securities (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Available-For-Sale Securities


	December 31, 2012
(Dollars in millions)	Amortized Cost		Total Gross Unrealized Gains		Gross Unrealized Losses- OTTI⁽¹⁾			Gross Unrealized Losses- Other⁽²⁾			Total Gross Unrealized Losses			Fair Value
Securities available for sale:
U.S. Treasury debt obligations	$	1,548	$	4	$	0		$	0		$	0		$	1,552
U.S. agency debt obligations⁽³⁾		1,304		12		0			(2	)		(2	)		1,314
Residential mortgage-backed securities (“RMBS”):
Agency⁽⁴⁾		39,408		652		0			(58	)		(58	)		40,002
Non-agency		3,607		312		(38	)		(10	)		(48	)		3,871

Total RMBS		43,015		964		(38	)		(68	)		(106	)		43,873

Commercial mortgage-backed securities (“CMBS”):
Agency⁽⁴⁾		6,045		103		0			(4	)		(4	)		6,144
Non-agency		1,425		62		0			(2	)		(2	)		1,485

Total CMBS		7,470		165		0			(6	)		(6	)		7,629

Other asset-backed securities (“ABS”)⁽⁵⁾		8,393		70		0			(5	)		(5	)		8,458
Other⁽⁶⁾		1,120		34		0			(1	)		(1	)		1,153

Total securities available for sale	$	62,850	$	1,249	$	(38	)	$	(82	)	$	(120	)	$	63,979


	December 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	$	115	$	9	$	0		$	0		$	0		$	124
U.S. agency debt obligations⁽³⁾		131		7		0			0			0			138
Residential mortgage-backed securities (“RMBS”):
Agency⁽⁴⁾		24,980		539		0			(31	)		(31	)		25,488
Non-agency		1,340		1		(170	)		(9	)		(179	)		1,162

Total RMBS		26,320		540		(170	)		(40	)		(210	)		26,650

Commercial mortgage-backed securities (“CMBS”):
Agency⁽⁴⁾		697		14		0			0			0			711
Non-agency		459		17		0			0			0			476

Total CMBS		1,156		31		0			0			0			1,187

Other asset-backed securities (“ABS”)⁽⁵⁾		10,119		45		0			(14	)		(14	)		10,150
Other⁽⁶⁾		462		51		0			(3	)		(3	)		510

Total securities available for sale	$	38,303	$	683	$	(170	)	$	(57	)	$	(227	)	$	38,759

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

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

⁽³⁾

⁽⁴⁾

⁽⁵⁾

⁽⁶⁾	Includes foreign government/agency bonds, covered bonds, municipal securities and equity investments primarily related to CRA activities

Schedule Of Available-For-Sale Securities In A Gross Unrealized Loss Position


	December 31, 2012
	Less than 12 Months					12 Months or Longer					Total
(Dollars in millions)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Securities available for sale:
US Treasury Obligations	$	371	$	(2	)	$	0	$	0		$	371	$	(2	)
RMBS:
Agency⁽¹⁾		8,720		(46	)		884		(12	)		9,604		(58	)
Non-agency		196		(19	)		471		(29	)		667		(48	)

Total RMBS		8,916		(65	)		1,355		(41	)		10,271		(106	)

CMBS:
Agency⁽¹⁾		1,009		(4	)		0		0			1,009		(4	)
Non-agency		201		(2	)		0		0			201		(2	)

Total CMBS		1,210		(6	)		0		0			1,210		(6	)

ABS		1,102		(4	)		99		(1	)		1,201		(5	)
Other		103		0			13		(1	)		116		(1	)

Total securities available for sale in a gross unrealized loss position	$	11,702	$	(77	)	$	1,467	$	(43	)	$	13,169	$	(120	)


	December 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:
RMBS:
Agency⁽¹⁾	$	4,731	$	(30	)	$	334	$	(1	)	$	5,065	$	(31	)
Non-agency		151		(17	)		986		(162	)		1,137		(179	)

Total RMBS		4,882		(47	)		1,320		(163	)		6,202		(210	)

CMBS:
Agency⁽¹⁾		100		0			0		0			100		0
Non-agency		67		0			0		0			67		0

Total CMBS		167		0			0		0			167		0

ABS		2,084		(11	)		81		(3	)		2,165		(14	)
Other		198		0			85		(3	)		283		(3	)

Total securities available for sale in a gross unrealized loss position	$	7,331	$	(58	)	$	1,486	$	(169	)	$	8,817	$	(227	)

⁽¹⁾	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

Schedule Of Scheduled Contractual Maturities Of Investment Securities


	December 31, 2012
(Dollars in millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	2,464	$	2,471
Due after 1 year through 5 years		7,002		7,037
Due after 5 years through 10 years		4,674		4,756
Due after 10 years⁽¹⁾		48,710		49,715

Total	$	62,850	$	63,979

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

Schedule Of Expected Maturities And Weighted Average Yields Of Investment Securities By Major Security Type

December 31, 2012

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

702

0.21

850

0.50

1,552

0.37

U.S. agency debt obligations⁽²⁾

103

4.59

2.32

1,131

1.75

3.48

1,314

2.01

RMBS:

Agency⁽³⁾

1,539

2.93

22,350

2.77

15,787

2.58

326

3.13

40,002

2.70

Non-agency

8.52

1,720

7.76

1,922

7.98

142

7.68

3,871

7.88

Total RMBS

1,626

3.22

24,070

3.11

17,709

3.13

468

4.54

43,873

3.14

CMBS:

Agency⁽³⁾

1.60

3,686

1.84

2,356

2.31

6.85

6,144

2.02

Non-agency

305

3.73

279

3.47

901

3.22

1,485

3.38

Total CMBS

399

3.23

3,965

1.95

3,257

2.55

6.85

7,629

2.28

ABS

2,082

1.41

5,525

1.15

755

2.23

6.84

8,458

1.37

Other⁽⁴⁾

455

0.71

495

1.55

2.35

127

0.04

1,153

1.13

Total securities available for sale

5,367

1.94

34,971

2.58

22,928

2.95

713

4.17

63,979

2.67

Amortized cost of securities available-for-sale

5,358

34,318

22,506

668

62,850

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

⁽²⁾	Consists of debt securities issued by Fannie Mae and Freddie Mac and other investments which are implicitly or explicitly guaranteed by the U.S. government.

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

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

Schedule Of Other-Than-Temporary Impairment Losses On Debt Securities Recognized In Earnings


	Year Ended December 31,
(Dollars in millions)	2012		2011			2010 ⁽¹⁾
Total OTTI losses	$	38	$	131		$	128
Portion of other-than-temporary losses recorded in AOCI ⁽²⁾		14		(110	)		(63	)

Net OTTI losses recognized in earnings	$	52	$	21		$	65

⁽¹⁾	We recognized $36 million of OTTI losses in earnings for securities sold during 2010.

⁽²⁾	In 2012, based on our ongoing OTTI assessments, we determined that the projected cash flows on certain acquired investment securities were less than their initial fair value at acquisition and the difference was therefore recognized in earnings.

Schedule Of Credit Losses Related To Debt Securities Recognized In Earnings


	Year Ended December 31,
(Dollars in millions)	2012		2011			2010
Credit loss component, beginning of period	$	68	$	49		$	32
Additions:
Initial credit impairment		22		3			12
Subsequent credit impairment		30		18			17

Total additions		52		21			29

Reductions:
Sales of credit-impaired securities		0		(2	)		(4	)
Change in intent to sell or requirement to sell		0		0			(8	)

Total reductions		0		(2	)		(12	)

Ending balance	$	120	$	68		$	49

Schedule Of Changes In AOCI, Net Of Taxes, Related To Available-For-Sale Securities


	Year Ended December 31, 2012
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	456		$	170		$	286
Net unrealized gains		718			273			445
Net realized losses (gains) reclassified from AOCI into earnings		(45	)		(17	)		(28	)

Ending balance AOCI related to securities available for sale	$	1,129		$	426		$	703


	Year Ended December 31, 2011
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	572		$	203		$	369
Net unrealized gains		64			31			33
Net realized losses (gains) reclassified from AOCI into earnings		(180	)		(64	)		(116	)

Ending balance AOCI related to securities available for sale	$	456		$	170		$	286


	Year Ended December 31, 2010
(Dollars in millions)	Before Tax			Tax			After Tax
Beginning balance AOCI related to securities available for sale	$	288		$	102		$	186
Net unrealized gains		343			122			221
Net realized losses (gains) reclassified from AOCI into earnings		(59	)		(21	)		(38	)

Ending balance AOCI related to securities available for sale	$	572		$	203		$	369

Schedule Of Gross Realized Gains And Losses On The Sale And Redemption Of Available-For-Sale Securities Recognized In Earnings


	Year Ended December 31,
(Dollars in millions)	2012			2011		2010
Gross realized investment gains	$	56		$	259	$	141
Gross realized investment losses		(11	)		0		0

Net realized gains	$	45		$	259	$	141

Total proceeds from sales	$	16,894		$	9,169	$	12,466

Schedule Of Initial Fair Value And Accretable Yield Of Acquired Credit Impaired Debt Securities


(Dollars in millions)	Purchased Credit-Impaired Securities
Contractually outstanding principal and interest at acquisition	$	5,646
Less: Nonaccretable difference (expected principal losses of $1.1 billion and foregone interest of $157 million)		(1,260	)

Cash flows expected to be collected at acquisition⁽¹⁾		4,386
Less: Accretable yield		(1,474	)

Fair value of securities acquired	$	2,912

⁽¹⁾	Represents undiscounted expected principal and interest cash flows at acquisition.

Schedule Of Outstanding Contractual Balance And Carrying Value Of Credit-Impaired ING Direct Debt Securities


	December 31, 2012
(Dollars in millions)	Purchased Credit-Impaired Securities
Contractual principal and interest	$	5,242

Carrying value	$	2,585

Schedule Of Changes In Accretable Yield Of Acquired Securities

Dollars in millions)	Purchased Credit-Impaired Securities
Accretable yield prior to February 17, 2012	$	0
Additions from new acquisitions⁽¹⁾		1,743
Accretion recognized in earnings		(202	)
Reductions due to disposals, transfers, and other non-credit related changes		0
Net reclassifications (to)/from nonaccretable difference		(29	)

Accretable yield as of December 31, 2012	$	1,512

⁽¹⁾	Includes securities acquired from ING Direct as well as other securities.

Loans (Tables)

24 Months Ended

Dec. 31, 2012

Composition Of Loans Held-For Investment Portfolio

	December 31,
(Dollars in millions)	2012		2011
Credit Card business:
Domestic credit card loans	$	82,328	$	54,682
International credit card loans		8,614		8,466

Total credit card loans		90,942		63,148

Domestic installment loans		813		1,927

Total credit card		91,755		65,075

Consumer Banking business:
Auto		27,123		21,779
Home loan		44,100		10,433
Other retail		3,904		4,103

Total consumer banking		75,127		36,315

Commercial Banking business:⁽¹⁾
Commercial and multifamily real estate		17,732		15,736
Commercial and industrial		19,892		17,088

Total commercial lending		37,624		32,824
Small-ticket commercial real estate		1,196		1,503

Total commercial banking		38,820		34,327
Other:
Other loans		187		175

Total loans	$	205,889	$	135,892

⁽¹⁾	Includes construction loans and land development loans totaling $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively.

Aging Of Held-For Investment Loans By Portfolio Segment And Class

December 31, 2012

(Dollars in millions)

Current

30-59
Days

60-89
Days

> 90
Days

Total
Delinquent
Loans

Acquired
Loans⁽¹⁾

Total
Loans

> 90 Days
and
Accruing⁽²⁾

Nonperforming
Loans⁽²⁾

Credit Card:

Domestic credit card

79,852

932

659

1,410

3,001

288

83,141

1,410

International credit card

8,227

145

153

387

8,614

100

Total credit card

88,079

1,077

748

1,563

3,388

288

91,755

1,510

100

Consumer Banking:

Auto

25,057

1,341

559

149

2,049

27,123

149

Home loan

7,317

288

380

36,403

44,100

422

Retail banking

3,789

3,904

Total consumer banking

36,163

1,430

598

482

2,510

36,454

75,127

642

Commercial Banking:

Commercial and multifamily real estate

17,357

107

248

127

17,732

137

Commercial and industrial

19,525

135

232

19,892

133

Total commercial lending

36,882

121

182

383

359

37,624

270

Small-ticket commercial real estate

1,153

1,196

Total commercial banking

38,035

149

188

426

359

38,820

282

Other:

Other loans

118

187

Total

162,395

2,664

1,440

2,256

6,360

37,134

205,889

1,527

1,054

% of Total loans

78.9

1.3

0.7

1.1

3.1

18.0

100.0

0.7

0.5


	December 31, 2011
(Dollars in millions)	Current			30-59 Days			60-89 Days			> 90 Days			Total Delinquent Loans			Acquired Loans⁽¹⁾			Total Loans			> 90 Days and Accruing⁽²⁾			Nonperforming Loans⁽²⁾
Credit Card:
Domestic credit card	$	54,536		$	627		$	445		$	1,001		$	2,073		$	0		$	56,609		$	1,001		$	0
International credit card		8,028			145			98			195			438			0			8,466			195			0

Total credit card		62,564			772			543			1,196			2,511			0			65,075			1,196			0

Consumer Banking:
Auto		20,128			1,075			423			106			1,604			47			21,779			0			106
Home loan		5,843			89			43			346			478			4,112			10,433			1			456
Retail banking		3,964			24			17			53			94			45			4,103			4			90

Total consumer banking		29,935			1,188			483			505			2,176			4,204			36,315			5			652

Commercial Banking:
Commercial and multifamily real estate		15,231			172			23			147			342			163			15,736			34			207
Commercial and industrial		16,618			63			16			73			152			318			17,088			7			125

Total commercial lending		31,849			235			39			220			494			481			32,824			41			332

Small-ticket commercial real estate		1,362			98			19			24			141			0			1,503			0			40

Total commercial banking		33,211			333			58			244			635			481			34,327			41			372

Other:
Other loans		129			13			8			25			46			0			175			0			35

Total	$	125,839		$	2,306		$	1,092		$	1,970		$	5,368		$	4,685		$	135,892		$	1,242		$	1,059

% of Total loans		92.6	%		1.7	%		0.8	%		1.5	%		4.0	%		3.4	%		100.0	%		0.9	%		0.8	%

⁽¹⁾

⁽²⁾	Acquired 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

December 31, 2012

December 31, 2011

(Dollars in millions)

Loans

% of
Total⁽¹⁾

Acquired
Loans

% of
Total⁽¹⁾

Total

% of
Total⁽¹⁾

Total

% of
Total⁽¹⁾

Domestic credit card and installment loans:

California

9,245

10.0

0.1

9,276

10.1

6,410

9.9

Texas

5,910

6.5

0.0

5,933

6.5

3,862

5.9

New York

5,846

6.4

0.0

5,869

6.4

3,737

5.7

Florida

4,835

5.3

0.0

4,852

5.3

3,382

5.2

Illinois

4,100

4.5

0.0

4,115

4.5

2,664

4.1

Pennsylvania

3,861

4.2

0.0

3,875

4.2

2,575

4.0

Ohio

3,351

3.6

0.0

3,363

3.6

2,284

3.5

New Jersey

3,060

3.3

0.0

3,070

3.3

2,162

3.3

Michigan

2,917

3.2

0.0

2,928

3.2

1,834

2.8

Other

39,728

43.3

132

0.2

39,860

43.5

27,699

42.6

Total domestic credit card and installment loans

82,853

90.3

288

0.3

83,141

90.6

56,609

87.0

International credit card:

United Kingdom

3,678

4.0

0.0

3,678

4.0

3,828

5.9

Canada

4,936

5.4

0.0

4,936

5.4

4,638

7.1

Total international credit card

8,614

9.4

0.0

8,614

9.4

8,466

13.0

Total credit card and installment loans

91,467

99.7

288

0.3

91,755

100.0

65,075

100.0

Selected credit metrics:

30+ day delinquencies⁽²⁾

3,326

3.62

0.07

3,388

3.69

2,511

3.86

90+ day delinquencies⁽²⁾

1,530

1.67

0.03

1.563

1.70

1,196

1.84


	December 31,
	2012					2011
(Dollars in millions)	Amount		Rate			Amount		Rate
Net charge-offs:
Domestic credit card	$	2,532		3.53	%	$	2,522		4.72	%
International credit card		412		4.98			534		6.18

Total⁽³⁾	$	2,944		3.68	%	$	3,056		4.92	%

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

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

⁽³⁾	Calculated by dividing net charge-offs by average credit card loans held for investment during 2012 and 2011.

Consumer Banking: Risk Profile By Geographic Region, Delinquency Status And Performing Status

December 31, 2012

Loans

Acquired Loans

Total

(Dollars in millions)

Loans

% of
Total⁽¹⁾

Loans

% of
Total⁽¹⁾

Loans

% of
Total⁽¹⁾

Auto:

Texas

4,317

5.7

0.0

4,317

5.7

California

2,676

3.6

0.0

2,676

3.6

Florida

1,621

2.1

0.0

1,621

2.1

Louisiana

1,504

2.0

0.0

1,504

2.0

Georgia

1,404

1.9

0.0

1,404

1.9

Illinois

1,134

1.5

0.0

1,134

1.5

Ohio

1,032

1.4

0.0

1,032

1.4

Other

13,418

17.8

0.1

13,435

17.9

Total auto

27,106

36.0

0.1

27,123

36.1

Home loan:

California

1,168

1.6

9,098

12.1

10,266

13.7

New York

1,678

2.2

1,598

2.1

3,276

4.3

Illinois

102

0.1

2,875

3.8

2,977

3.9

Maryland

403

0.5

1,878

2.5

2,281

3.0

New Jersey

402

0.5

1,717

2.3

2,119

2.8

Virginia

342

0.5

1,748

2.3

2,090

2.8

Florida

183

0.3

1,863

2.5

2,046

2.8

Other

3,419

4.6

15,626

20.8

19,045

25.4

Total home loan

7,697

10.3

36,403

48.4

44,100

58.7

Retail banking:

Louisiana

1,447

1.9

0.0

1,447

1.9

New York

864

1.2

0.0

864

1.2

Texas

844

1.1

0.0

844

1.1

New Jersey

312

0.4

0.0

312

0.4

Maryland

0.1

116

0.2

Virginia

0.1

0.0

0.1

California

0.1

0.0

0.1

Other

182

0.2

0.0

187

0.2

Total retail banking

3,870

5.1

0.1

3,904

5.2

Total consumer banking

38,673

51.4

36,454

48.6

75,127

100.0

December 31, 2012

Auto

Home Loan

Retail Banking

Total Consumer
Banking

(Dollars in millions)

Amount

Rate

Amount

Rate

Amount

Rate

Amount

Rate

Credit performance:⁽²⁾

30+ day delinquencies

2,049

7.55

380

0.86

2.07

2,510

3.34

90+ day delinquencies

149

0.55

288

0.65

1.15

482

0.64

Nonperforming loans

149

0.55

422

0.96

1.82

642

0.85


	December 31, 2011
	Loans					Acquired Loans					Total
(Dollars in millions)	Loans		% of Total⁽¹⁾			Loans		% of Total⁽¹⁾			Loans		% of Total⁽¹⁾
Auto:
Texas	$	3,901		10.7	%	$	0		0.0	%	$	3,901		10.7	%
California		1,837		5.1			0		0.0			1,837		5.1
Louisiana		1,389		3.8			0		0.0			1,389		3.8
Florida		1,196		3.3			0		0.0			1,196		3.3
Georgia		1,124		3.1			0		0.0			1,124		3.1
Illinois		950		2.6			0		0.0			950		2.6
New York		940		2.6			0		0.0			940		2.6
Other		10,395		28.7			47		0.1			10,442		28.8

Total auto	$	21,732		59.9	%	$	47		0.1	%	$	21,779		60.0	%

Home loan:
New York	$	1,770		4.9	%	$	276		0.8	%	$	2,046		5.7	%
California		768		2.1			1,128		3.1			1,896		5.2
Louisiana		1,528		4.2			2		0.0			1,530		4.2
Maryland		286		0.8			618		1.7			904		2.5
Virginia		206		0.6			588		1.6			794		2.2
New Jersey		344		0.9			235		0.6			579		1.5
Other		1,419		3.9			1,265		3.5			2,684		7.4

Total home loan	$	6,321		17.4	%	$	4,112		11.3	%	$	10,433		28.7	%

Retail banking:
Louisiana	$	1,514		4.2	%	$	0		0.0	%	$	1,514		4.2	%
Texas		930		2.6			0		0.0			930		2.6
New York		896		2.5			0		0.0			896		2.5
New Jersey		295		0.8			0		0.0			295		0.8
District of Columbia		254		0.7			7		0.0			261		0.7
Maryland		49		0.1			23		0.1			72		0.2
Virginia		30		0.1			12		0.0			42		0.1
Other		90		0.2			3		0.0			93		0.2

Total retail banking	$	4,058		11.2	%	$	45		0.1	%	$	4,103		11.3	%

Total consumer banking	$	32,111		88.5	%	$	4,204		11.5	%	$	36,315		100.0	%


	December 31, 2011
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Credit performance:⁽²⁾
30+ day delinquencies	$	1,604		7.36	%	$	478		4.58	%	$	94		2.29	%	$	2,176		5.99	%
90+ day delinquencies		106		0.48			346		3.32			53		1.29			505		1.39
Nonperforming loans		106		0.48			456		4.37			90		2.18			652		1.79

December 31, 2012

Auto

Home Loan

Retail Banking

Total Consumer
Banking

(Dollars in millions)

Amount

Rate

Amount

Rate

Amount

Rate

Amount

Rate

Net charge-offs⁽³⁾

414

1.66

0.12

1.57

531

0.74


	December 31, 2011
	Auto					Home Loan					Retail Banking					Total Consumer Banking
(Dollars in millions)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Rate
Net charge-offs⁽³⁾	$	334		1.72	%	$	77		0.68	%	$	73		1.78	%	$	484		1.39	%

⁽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 net charge-offs by average loans held for investment during 2012 and 2011.

Home Loans: Risk Profile By Vintage, Geography, Lien Priority And Interest Rate Type

December 31, 2012

Loans

Acquired Loans

Total Home Loans

(Dollars in millions)

Amount

% of
Total⁽¹⁾

Amount

% of
Total⁽¹⁾

Amount

% of
Total⁽¹⁾

Origination year:

< = 2005

3,483

7.9

4,858

11.0

8,341

18.9

2006

621

1.4

2,865

6.5

3,486

7.9

2007

446

1.0

6,189

14.0

6,635

15.0

2008

257

0.6

5,210

11.8

5,467

12.4

2009

167

0.4

3,438

7.8

3,605

8.2

2010

188

0.4

6,024

13.7

6,212

14.1

2011

324

0.7

6,705

15.2

7,029

15.9

2012

2,211

5.1

1,114

2.5

3,325

7.6

Total

7,697

17.5

36,403

82.5

44,100

100.0

Geographic concentration:⁽²⁾

California

1,168

2.7

9,098

20.6

10,266

23.3

New York

1,678

3.8

1,598

3.6

3,276

7.4

Illinois

102

0.2

2,875

6.5

2,977

6.7

Maryland

403

0.9

1,878

4.3

2,281

5.2

New Jersey

402

0.9

1,717

3.9

2,119

4.8

Virginia

342

0.8

1,748

4.0

2,090

4.8

Florida

183

0.4

1,863

4.2

2,046

4.6

Arizona

0.2

1,828

4.1

1,923

4.3

Washington

113

0.3

1,766

4.0

1,879

4.3

Colorado

126

0.3

1,594

3.6

1,720

3.9

Other

3,085

7.0

10,438

23.7

13,523

30.7

Total

7,697

17.5

36,403

82.5

44,100

100.0

Lien type:

1^st lien

6,502

14.8

35,905

81.4

42,407

96.2

2^nd lien

1,195

2.7

498

1.1

1,693

3.8

Total

7,697

17.5

36,403

82.5

44,100

100.0

Interest rate type:

Fixed rate

2,534

5.8

4,037

9.1

6,571

14.9

Adjustable rate

5,163

11.7

32,366

73.4

37,529

85.1

Total

7,697

17.5

36,403

82.5

44,100

100.0


	December 31, 2011
	Loans					Acquired Loans					Total Home Loans
(Dollars in millions)	Amount		% of Total⁽¹⁾			Amount		% of Total⁽¹⁾			Amount		% of Total⁽¹⁾
Origination year:
< = 2005	$	4,113		39.4	%	$	1,675		16.1	%	$	5,788		55.5	%
2006		699		6.7			908		8.7			1,607		15.4
2007		508		4.9			1,114		10.7			1,622		15.6
2008		243		2.3			325		3.1			568		5.4
2009		178		1.7			27		0.3			205		2.0
2010		237		2.3			49		0.4			286		2.7
2011		343		3.3			14		0.1			357		3.4

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Geographic concentration:⁽²⁾
New York	$	1,770		17.0	%	$	276		2.6	%	$	2,046		19.6	%
California		768		7.4			1,128		10.8			1,896		18.2
Louisiana		1,528		14.6			2		0.1			1,530		14.7
Maryland		286		2.7			618		5.9			904		8.6
Virginia		206		2.0			588		5.6			794		7.6
New Jersey		344		3.3			235		2.3			579		5.6
Texas		460		4.4			32		0.3			492		4.7
Florida		107		1.0			212		2.0			319		3.0
District of Columbia		69		0.7			158		1.5			227		2.2
Connecticut		87		0.8			76		0.7			163		1.5
Other		696		6.7			787		7.6			1,483		14.3

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Lien type:
1^st lien	$	5,194		49.8	%	$	3,547		34.0	%	$	8,741		83.8	%
2^nd lien		1,127		10.8			565		5.4			1,692		16.2

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

Interest rate type:
Fixed rate	$	2,627		25.2	%	$	119		1.1	%	$	2,746		26.3	%
Adjustable rate		3,694		35.4			3,993		38.3			7,687		73.7

Total	$	6,321		60.6	%	$	4,112		39.4	%	$	10,433		100.0	%

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

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

Commercial Banking: Risk Profile By Geographic Region And Internal Risk Rating

December 31, 2012

(Dollars in millions)

Commercial
&
Multifamily
Real Estate

% of
Total⁽²⁾

Commercial
and
Industrial

% of
Total⁽²⁾

Small-ticket
Commercial
Real Estate

% of
Total⁽²⁾

Total
Commercial

% of
Total⁽²⁾

Geographic concentration:⁽³⁾

Loans:

Northeast

13,299

75.0

5,460

27.4

723

60.5

19,482

50.2

Mid-Atlantic

1,398

7.9

1,149

5.8

3.9

2,594

6.7

South

2,055

11.6

9,182

46.2

6.0

11,309

29.1

Other

853

4.8

3,869

19.4

354

29.6

5,076

13.1

Loans

17,605

99.3

19,660

98.8

1,196

100.0

38,461

99.1

Acquired loans

127

0.7

232

1.2

0.0

359

0.9

Total

17,732

100.0

19,892

100.0

1,196

100.0

38,820

100.0

Internal risk rating:⁽⁴⁾

Loans:

Noncriticized

16,614

93.7

19,073

95.9

1,152

96.3

36,839

94.9

Criticized performing

853

4.8

454

2.3

2.8

1,340

3.5

Criticized nonperforming

138

0.8

133

0.6

0.9

282

0.7

Loans

17,605

99.3

19,660

98.8

1,196

100.0

38,461

99.1

Acquired loans:

Noncriticized

0.4

228

1.2

0.0

305

0.8

Criticized performing

0.3

0.0

0.1

Total acquired loans

127

0.7

232

1.2

0.0

359

0.9

Total

17,732

100.0

19,892

100.0

1,196

100.0

38,820

100.0


	December 31, 2011
(Dollars in millions)	Commercial & Multifamily Real Estate		% of Total⁽²⁾			Commercial and Industrial		% of Total⁽²⁾			Small-ticket Commercial Real Estate		% of Total⁽²⁾			Total Commercial		% of Total⁽²⁾
Geographic concentration:⁽³⁾
Loans:
Northeast	$	11,470		72.9	%	$	4,987		29.1	%	$	790		52.6	%	$	17,247		50.2	%
Mid-Atlantic		1,305		8.3			763		4.5			56		3.7			2,124		6.2
South		1,743		11.1			8,324		48.7			93		6.2			10,160		29.6
Other		1,055		6.7			2,696		15.8			564		37.5			4,315		12.6

Loans		15,573		99.0			16,770		98.1			1,503		100.0			33,846		98.6
Acquired loans		163		1.0			318		1.9			0		0.0			481		1.4

Total	$	15,736		100.0	%	$	17,088		100.0	%	$	1,503		100.0	%	$	34,327		100.0	%

Internal risk rating:⁽⁴⁾
Loans:
Noncriticized	$	14,256		90.6	%	$	16,002		93.6	%	$	1,359		90.4	%	$	31,617		92.1	%
Criticized performing		1,110		7.1			642		3.8			105		7.0			1,857		5.4
Criticized nonperforming		207		1.3			126		0.7			39		2.6			372		1.1

Loans		15,573		99.0			16,770		98.1			1,503		100.0			33,846		98.6

Acquired loans:
Noncriticized	$	127		0.8	%	$	303		1.8	%	$	0		0.0	%	$	430		1.3	%
Criticized performing		36		0.2			15		0.1			0		0.0			51		0.1

Total acquired loans		163		1.0			318		1.9			0		0.0			481		1.4

Total	$	15,736		100.0	%	$	17,088		100.0	%	$	1,503		100.0	%	$	34,327		100.0	%

⁽¹⁾	Amounts based on total loans as of December 31, 2012 and 2011.

⁽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.

Individually Impaired Loans, Excluding Acquired Loans

December 31, 2012
(Dollars in millions)	With an Allowance		Without an Allowance		Total Recorded Investment		Related Allowance		Net Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized
Credit card and installment loans:
Domestic credit card and installment loans	$	701	$	0	$	701	$	230	$	471	$	678	$	687	$	70
International credit card and installment loans		172		0		172		101		71		164		192		11

Total credit card and installment loans⁽¹⁾		873		0		873		331		542		842		879		81

Consumer banking:
Auto		169		159		328		20		308		606		130		31
Home loan		145		0		145		13		132		167		120		4
Retail banking		61		35		96		7		89		118		88		3

Total consumer banking		375		194		569		40		529		891		338		38

Commercial banking:
Commercial and multifamily real estate		168		112		280		32		248		315		353		8
Commercial and industrial		152		92		244		22		222		277		227		6

Total commercial lending		320		204		524		54		470		592		580		14

Small-ticket commercial real estate		3		11		14		1		13		21		23		0

Total commercial banking		323		215		538		55		483		613		603		14

Total	$	1,571	$	409	$	1,980	$	426	$	1,554	$	2,346	$	1,820	$	133

	December 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 and installment loans:
Domestic credit card and installment loans	$	708	$	0	$	708	$	244	$	464	$	691	$	736	$	73
International credit card and installment loans		190		0		190		109		81		179		181		7

Total credit card and installment loans⁽¹⁾		898		0		898		353		545		870		917		80

Consumer banking:
Auto		58		0		58		8		50		58		25		5
Home loan		104		0		104		10		94		110		79		5
Retail banking		65		26		91		12		79		97		55		1

Total consumer banking		227		26		253		30		223		265		159		11

Commercial banking:
Commercial and multifamily real estate		232		157		389		54		335		459		401		8
Commercial and industrial		123		96		219		19		200		258		166		2

Total commercial lending		355		253		608		73		535		717		567		10

Small-ticket commercial real estate		10		30		40		2		38		62		35		1

Total commercial banking		365		283		648		75		573		779		602		11

Total	$	1,490	$	309	$	1,799	$	458	$	1,341	$	1,914	$	1,678	$	102

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

TDR Disclosures In Progress Financial Impact Of The Modification


	Total Loans Modified⁽¹⁾		December 31, 2012
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)			% of TDR Activity⁽²⁾⁽⁸⁾			Average Rate Reduction⁽³⁾			% of TDR Activity⁽⁴⁾⁽⁸⁾			Average Term Extension (Months)⁽⁵⁾		% of TDR Activity⁽⁶⁾⁽⁸⁾			Gross Balance Reduction⁽⁷⁾
Credit card:
Domestic credit card	$	353		100	%		11.45	%		0	%		0		0	%	$	0
International credit card		218		100			23.71			0			0		0			0

Total credit card		571		100			15.64			0			0		0			0

Consumer banking:
Auto		338		51			6.71			69			8		50			219
Home loan		62		65			2.50			75			128		45			10
Retail banking		28		3			2.67			96			9		0			0

Total consumer banking		428		50			5.90			72			26		46			229

Commercial banking:
Commercial and multifamily real estate		62		38			2.18			90			16		0			0
Commercial and industrial		131		7			3.90			87			13		0			0

Total commercial lending		193		17			2.67			88			14		0			0
Small-ticket commercial real estate		0		0			0.00			0			0		0			0

Total commercial banking		193		17			2.67			88			14		0			0

Total	$	1,192		69	%		12.56	%		40	%		22		16	%	$	229


	Total Loans Modified⁽¹⁾		December 31, 2011
			Reduced Interest Rate						Term Extension					Balance Reduction
(Dollars in millions)			% of TDR Activity⁽²⁾⁽⁸⁾			Average Rate Reduction⁽³⁾			% of TDR Activity⁽⁴⁾⁽⁸⁾			Average Term Extension (Months)⁽⁵⁾		% of TDR Activity⁽⁶⁾⁽⁸⁾			Gross Balance Reduction⁽⁷⁾
Credit card:
Domestic credit card	$	321		100	%		10.33	%		0	%		0		0	%	$	0
International credit card		253		100			23.06			0			0		0			0

Total credit card		574		100			15.93			0			0		0			0

Consumer banking:
Auto		78		65			1.39			100			10		0			0
Home loan		57		49			2.57			74			95		8			0
Retail banking		77		6			0.73			82			18		0			0

Total consumer banking		212		39			1.75			86			32		2			0

Commercial banking:
Commercial and multifamily real estate		166		42			3.13			96			13		11			4
Commercial and industrial		158		15			1.16			81			14		1			1

Total commercial lending		324		29			2.62			89			14		6			5
Small-ticket commercial real estate		4		0			0.00			100			3		0			0

Total commercial banking		328		28			2.62			89			13		6			5

Total	$	1,114		67	%		12.70	%		43	%		21		2	%	$	5

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

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

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

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

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

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

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

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

TDR - Subsequent Payment Defaults Of Completed TDR Modifications


	December 31, 2012				December 31, 2011
(Dollars in millions)	Number of Contracts		Total Loans		Number of Contracts		Total Loans
Credit card:
Domestic credit card		43,103	$	85		34,489	$	93
International credit card⁽¹⁾		48,663		164		47,989		185

Total credit card		91,766		249		82,478		278

Consumer banking:
Auto		4,364		39		1,499		15
Home loan		99		7		101		12
Retail banking		107		11		237		11

Total consumer banking		4,570		57		1,837		38

Commercial banking:
Commercial and multifamily real estate		8		10		17		41
Commercial and industrial		23		18		13		9

Total commercial lending		31		28		30		50
Small-ticket commercial real estate		3		2		1		0

Total commercial banking		34		30		31		50

Total		96,370	$	336		84,346	$	366

⁽¹⁾

Nonaccretable Difference And Accretable Yield At Acquisition


	At Acquisition on May 1, 2012
	Impaired Loans
(Dollars in millions)
Contractually required principal and interest at acquisition	$	1,537
Less: Nonaccretable difference		(741	)

Cash flows expected to be collected at acquisition⁽¹⁾		796
Less: Accretable yield		(145	)

Fair value of loans acquired^(2) (3)	$	651

⁽¹⁾	Represents undiscounted expected cash flows of principal and interest, finance charges, and fees at acquisition.

⁽²⁾

⁽³⁾	A portion of the loans acquired in connection with the 2012 U.S. card acquisition was classified as held for sale. These loans, which had an estimated fair value of $471 million at acquisition, are not included in the table above.

Outstanding Balance And Carrying Value Of Acquired Loans

December 31,

2012

2011

(Dollars in millions)

Total
Loans

Impaired
Loans

Non-
Impaired
Loans

Total
Loans

Impaired
Loans

Non-
Impaired
Loans

Contractual balance

39,321

6,195

33,126

5,751

4,565

1,186

Carrying value⁽¹⁾

37,109

4,069

33,040

4,658

3,576

1,082

⁽¹⁾	Includes $57 million and $26 million of cumulative impairment recognized as of December 31, 2012 and 2011, respectively.

Changes In Accretable Yield Of Acquired Loans


(Dollars in millions)	Total Loans			Impaired Loans			Non- Impaired Loans
Accretable yield as of December 31, 2010	$	2,012		$	1,754		$	258
Accretion recognized in earnings		(431	)		(365	)		(66	)
Reclassifications from nonaccretable difference for loans with improving cash flows⁽¹⁾		237			232			5
Reductions in accretable yield for non-credit related changes in expected cash flows⁽⁴⁾		(66	)		(55	)		(11	)

Accretable yield as of December 31, 2011	$	1,752		$	1,566		$	186

Acquired loans accretable yield⁽¹⁾		5,616			306			5,310
Accretion recognized in earnings		(1,316	)		(390	)		(926	)
Reclassifications from nonaccretable difference for loans with improving cash flows^(2) (3)		860			448			412
Reductions in accretable yield for non-credit related changes in expected cash flows⁽⁴⁾		(704	)		(31	)		(673	)

Accretable yield as of December 31, 2012	$	6,208		$	1,899		$	4,309

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

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

⁽³⁾

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

Nonaccretable Difference And Accretable Yield At Acquisition


	At Acquisition on February 17, 2012
(Dollars in millions)	Total			Impaired Loans			Non- Impaired Loans
Contractually required principal and interest at acquisition	$	49,488		$	3,684		$	45,804
Less: Nonaccretable difference		(4,443	)		(2,343	)		(2,100	)

Cash flows expected to be collected at acquisition^(1) (2)		45,045			1,341			43,704
Less: Accretable yield⁽²⁾		(5,483	)		(173	)		(5,310	)

Fair value of loans acquired^(3) (4)	$	39,562		$	1,168		$	38,394

⁽¹⁾	Represents undiscounted expected principal and interest cash flows at acquisition.

⁽²⁾	In the third quarter of 2012 we revised our estimate of contractual cash flows at acquisition which resulted in an adjustment to accretable yield from $6.6 billion to $5.5 billion.

⁽³⁾

⁽⁴⁾

Allowance For Loan And Lease Losses (Tables)

24 Months Ended

Dec. 31, 2012

Summary Of Changes In Allowance For Loan And Lease Losses


				Consumer																					Unfunded Lending			Combined Allowance &
(Dollars in millions)	Credit Card			Auto			Home Loan			Retail Banking			Total Consumer			Commercial			Other⁽¹⁾			Total Allowance			Commitments Reserve			Unfunded Reserve
Balance as of December 31, 2010	$	4,041		$	353		$	112		$	210		$	675		$	830		$	82		$	5,628		$	107		$	5,735
Provision for credit losses		1,870			372			63			26			461			62			8			2,401			(41	)		2,360
Charge-offs		(4,310	)		(529	)		(104	)		(99	)		(732	)		(214	)		(59	)		(5,315	)		0			(5,315	)
Recoveries		1,254			195			27			26			248			37			5			1,544			0			1,544

Net charge-offs		(3,056	)		(334	)		(77	)		(73	)		(484	)		(177	)		(54	)		(3,771	)		0			(3,771	)
Other changes		(8	)		0			0			0			0			0			0			(8	)		0			(8	)

Balance as of December 31, 2011	$	2,847		$	391		$	98		$	163		$	652		$	715		$	36		$	4,250		$	66		$	4,316
Provision for credit losses		4,061			509			67			14			590			(240	)		35			4,446			(31	)		4,415
Charge-offs		(4,159	)		(631	)		(77	)		(89	)		(797	)		(94	)		(43	)		(5,093	)		0			(5,093	)
Recoveries		1,215			217			25			24			266			52			5			1,538			0			1,538

Net charge-offs		(2,944	)		(414	)		(52	)		(65	)		(531	)		(42	)		(38	)		(3,555	)		0			(3,555	)
Other changes		15			0			0			0			0			0			0			15			0			15

Balance as of December 31, 2012	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156		$	35		$	5,191

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

Components Of Allowance For Loan And Lease Losses By Impairment Methodology


	December 31, 2012
				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⁽¹⁾	$	3,648		$	466		$	47		$	104		$	617		$	376		$	32		$	4,673
Asset-specific⁽²⁾		331			20			13			7			40			54			1			426
Acquired loans⁽³⁾		0			0			53			1			54			3			0			57

Total allowance for loan and lease losses	$	3,979		$	486		$	113		$	112		$	711		$	433		$	33		$	5,156

Held-for-investment loans by impairment methodology:
Collectively evaluated⁽¹⁾	$	90,594		$	26,778		$	7,552		$	3,774		$	38,104		$	37,923		$	154		$	166,775
Asset-specific⁽²⁾		873			328			145			96			569			538			0			1,980
Acquired loans⁽³⁾		288			17			36,403			34			36,454			359			33			37,134

Total held-for-investment loans	$	91,755		$	27,123		$	44,100		$	3,904		$	75,127		$	38,820		$	187		$	205,889

Allowance as a percentage of period-end held-for-investment loans		4.34	%		1.79	%		0.26	%		2.87	%		0.95	%		1.12	%		17.65	%		2.50	%

	December 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⁽¹⁾	$	2,494		$	383		$	65		$	150		$	598		$	638		$	36		$	3,766
Asset-specific⁽²⁾		353			8			10			12			30			75			0			458
Acquired loans⁽³⁾		0			0			23			1			24			2			0			26

Total allowance for loan and lease losses	$	2,847		$	391		$	98		$	163		$	652		$	715		$	36		$	4,250

Held-for-investment loans by impairment methodology:
Collectively evaluated⁽¹⁾	$	64,177		$	21,674		$	6,217		$	3,968		$	31,859		$	33,198		$	175		$	129,409
Asset-specific⁽²⁾		898			58			104			90			252			648			0			1,798
Acquired loans⁽³⁾		0			47			4,112			45			4,204			481			0			4,685

Total held-for-investment loans	$	65,075		$	21,779		$	10,433		$	4,103		$	36,315		$	34,327		$	175		$	135,892

Allowance as a percentage of period-end held-for-investment loans		4.37	%		1.80	%		0.94	%		3.97	%		1.80	%		2.08	%		20.57	%		3.13	%

⁽¹⁾

⁽²⁾

⁽³⁾	The acquired loans component of the allowance is accounted for based on expected cash flows. See “Note 5 – Loans” for details on these loans.

Variable Interest Entities And Securitizations (Tables)

24 Months Ended

Dec. 31, 2012

Carrying Amount Of Assets And Liabilities Of Variable Interest Entities


	December 31, 2012
	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure to Loss⁽⁴⁾
Securitization-related VIEs:
Credit card loan securitizations⁽¹⁾	$	44,238	$	13,488	$	0	$	0	$	0
Auto loan securitizations⁽¹⁾		0		0		0		0		0
Home loan securitizations^(2) (3)		41		38		212		17		237
Other asset securitizations⁽¹⁾		19		19		0		0		0

Total securitization-related VIEs		44,298		13,545		212		17		237

Other VIEs:
Affordable housing entities		0		0		2,390		414		2,390
Entities that provide capital to low-income and rural communities		375		88		6		4		6
Other		1		0		201		86		201

Total other VIEs		376		88		2,597		504		2,597

Total VIEs	$	44,674	$	13,633	$	2,809	$	521	$	2,834


	December 31, 2011
	Consolidated				Non-Consolidated
(Dollars in millions)	Carrying Amount of Assets		Carrying Amount of Liabilities		Carrying Amount of Assets		Carrying Amount of Liabilities		Maximum Exposure to Loss⁽⁴⁾
Securitization-related VIEs:
Credit card loan securitizations⁽¹⁾	$	48,309	$	17,443	$	0	$	0	$	0
Auto loan securitizations⁽¹⁾		95		78		0		0		0
Home loan securitizations^(2) (3)		0		0		161		27		269
Other asset securitizations⁽¹⁾		36		36		0		0		0

Total securitization-related VIEs		48,440		17,557		161		27		269

Other VIEs:
Affordable housing entities		0		0		1,818		243		1,818
Entities that provide capital to low-income and rural communities		320		46		6		3		6
Other		1		0		139		0		139

Total other VIEs		321		46		1,963		246		1,963

Total VIEs	$	48,761	$	17,603	$	2,124	$	273	$	2,232

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

⁽²⁾	The carrying amount of assets of unconsolidated securitization-related VIEs consists of retained interests and letters of credit related to manufactured housing securitizations and are reported on our consolidated balance sheets under accounts receivable from securitizations.

⁽³⁾

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

External Debt And Receivable Balances Of Securitization Programs

Non-Mortgage

Mortgage

(Dollars in millions)

Credit
Card

Auto
Loan

Other
Loan

Option
Arm

GreenPoint
HELOCs

GreenPoint
Manufactured
Housing

December 31, 2012:

Securities held by third-party investors

11,347

2,702

158

1,117

Receivables in the trust

43,811

2,794

151

1,123

Cash balance of spread or reserve accounts

N/A

164

Retained interests

Yes

Servicing retained

Yes

⁽¹⁾

Yes

⁽¹⁾

⁽³⁾

Amortization event⁽⁴⁾

Yes

⁽²⁾

December 31, 2011:

Securities held by third-party investors

16,428

3,122

206

1,247

Receivables in the trust

47,537

3,228

206

1,254

Cash balance of spread or reserve accounts

172

Retained interests

Yes

Servicing retained

Yes

⁽¹⁾

Yes

⁽¹⁾

⁽³⁾

Amortization event⁽⁴⁾

Yes

⁽²⁾

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

⁽²⁾	See the information below regarding our 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.

⁽⁴⁾

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=7880789&loc=d3e5747-111685

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=7880789&loc=SL6228884-111685

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7880789&loc=d3e5728-111685

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Variable Interest Entity
-URI http://asc.fasb.org/extlink&oid=6528138

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7880789&loc=d3e5710-111685

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 5A
-URI http://asc.fasb.org/extlink&oid=7880789&loc=SL6759159-111685

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 140
-Paragraph 35
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 2, 14, 15, 16, 23, 24, 25, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 167
-Paragraph 24
-Appendix D

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
-Paragraph C4
-Subparagraph d
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 167
-Paragraph 22B
-Appendix D

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 167
-Paragraph 23A
-Appendix D

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 167
-Paragraph 22E
-Appendix D

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 4
-Subparagraph g
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Components Of Goodwill And Other Intangible Assets

Goodwill And Other Intangible Assets (Tables)

24 Months Ended

Dec. 31, 2012


	December 31,
(Dollars in millions)	2012⁽¹⁾		2011
Goodwill	$	13,904	$	13,592
Other intangible assets:
Purchased credit card relationship intangibles		1,864		52
Core deposit intangibles		496		479
Other		211		79

Total other intangible assets		2,571		610

Total goodwill and other intangible assets	$	16,475	$	14,202

⁽¹⁾	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Summary Of Changes In Goodwill, Segment


(Dollars in millions)	Credit Card			Consumer		Commercial		Total
Total Company
Balance as of December 31, 2010	$	4,690		$	4,583	$	4,318	$	13,591
Acquisitions		3			0		0		3
Other adjustments		(2	)		0		0		(2	)

Balance as of December 31, 2011	$	4,691		$	4,583	$	4,318	$	13,592

Acquisitions		304			0		0		304
Other adjustments		8			0		0		8

Balance as of December 31, 2012	$	5,003		$	4,583	$	4,318	$	13,904

Intangible Assets Subject To Amortization

December 31, 2012

(Dollars in millions)

Carrying
Amount of
Assets

Accumulated
Amortization

Net
Carrying
Amount

Remaining
Amortization
Period

Purchased credit card relationship intangibles⁽¹⁾

2,242

(378

)

1,864

7.8 years

Core deposit intangibles⁽²⁾

1,771

(1,275

)

496

5.6 years

Other⁽³⁾

354

(143

)

211

10.3 years

Total

4,367

(1,796

)

2,571

7.6 years


	December 31, 2011
(Dollars in millions)	Carrying Amount of Assets		Accumulated Amortization			Net Carrying Amount		Remaining Amortization Period
Purchased credit card relationship intangibles	$	77	$	(25	)	$	52		5.2 years
Core deposit intangibles		1,562		(1,083	)		479		5.9 years
Other⁽⁴⁾		160		(81	)		79		11.7 years

Total	$	1,799	$	(1,189	)	$	610		6.9 years

⁽¹⁾	Includes purchased credit card relationship intangibles with a net carrying amount of $1.8 billion related to the 2012 U.S. card acquisition in the second quarter of 2012.

⁽²⁾	Includes core deposit intangibles with a net carrying value amount of $160 million related to the acquisition of ING Direct in the first quarter of 2012.

⁽³⁾

⁽⁴⁾	Includes brokerage relations intangibles with a net carrying value of $2 million, other contract intangibles with a net book value of $50 million and other intangibles with a net book value of $27 million.

Actual And Estimated Future Amortization Expense


(Dollars in millions)	Amortization Expense
Actual for the year ended December 31,
2010	$	220
2011		222
2012		609

Estimated future amounts for the year ended December 31,
2013	$	682
2014		554
2015		444
2016		341
2017		241
Thereafter		309

Total estimated future amounts	$	2,571

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Future Minimum Rental Commitments

Premises, Equipment & Lease Commitments (Tables)

24 Months Ended

Dec. 31, 2012

Premises And Equipment


	December 31,
(Dollars in millions)	2012			2011
Land	$	580		$	549
Buildings and improvements		2,341			2,018
Furniture and equipment		1,589			1,355
Computer software		1,563			932
In process		420			373

		6,493			5,227
Less: Accumulated depreciation and amortization		(2,906	)		(2,479	)

Total premises and equipment, net	$	3,587		$	2,748


(Dollars in millions)	Estimated Future Minimum Rental Commitments
2013	$	212
2014		206
2015		193
2016		182
2017		164
Thereafter		801

Total	$	1,758

Tabular disclosure of a lessee's leasing arrangements including: (1) the basis on which contingent rental payments are determined, (2) the existence and terms of renewal or purchase options and escalation clauses, (3) restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, (4) rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions. Disclosure may also include the specific period used to amortize material leasehold improvements made at the inception of the lease or during the lease term. Additionally, for operating leases having initial or remaining noncancelable lease terms in excess of one year: (a) future minimum rental payments required as of the date of the latest balance sheet presented, in the aggregate and for each of the five succeeding fiscal years, (b) the total of minimum rentals to be received in the future under noncancelable subleases as of the date of the latest balance sheet presented, and (c) for all operating leases, rental expense for each period for which an income statement is presented, with separate amounts for minimum rentals, contingent rentals, and sublease rentals. Rental payments under leases with terms of a month or less that were not renewed need not be included.

Schedule Of Deposits, Short-Term Borrowings And Long-Term Debt

Deposits And Borrowings (Tables)

24 Months Ended

Dec. 31, 2012


	December 31,
(Dollars in millions)	2012		2011
Deposits:
Non-interest bearing deposits	$	22,467	$	18,281
Interest-bearing deposits		190,018		109,945

Total deposits	$	212,485	$	128,226

Short-term borrowings:
Federal Funds purchased and securities loaned or sold under agreements to repurchase	$	1,248	$	1,464
FHLB advances		19,900		5,835

Total short-term borrowings	$	21,148	$	7,299

December 31,

2012

2011

(Dollars in millions)

Maturity
Date

Interest Rate

Weighted
Average
Interest Rate

Long-term debt:

Securitized debt obligations

2013 - 2030

0.24% - 6.40%

1.71

11,398

16,527

Senior and subordinated notes:

Fixed unsecured senior debt

2013 - 2021

1.00% - 7.38%

4.38

8,623

6,850

Floating unsecured senior debt

2014 - 2015

0.95% - 1.49%

1.22

500

250

Total unsecured senior debt

4.20

9,123

7,100

Fixed unsecured subordinated debt

2013 - 2019

5.35% - 8.80%

7.46

3,563

3,934

Total senior and subordinated notes

12,686

11,034

Other long-term borrowings:

Fixed junior subordinated debt

2027 - 2066

3.36% - 10.25%

8.57

3,641

3,642

FHLB advances

2013 - 2023

0.38% - 6.88%

0.87

1,037

1,059

Total other long-term borrowings

4,678

4,701

Total long-term debt

28,762

32,262

Total short-term borrowings and long-term debt

49,910

39,561

Schedule Of Maturities

(Dollars in millions)

Interest-
Bearing
Time
Deposits⁽¹⁾

Securitized
Debt
Obligations

Federal Funds
Purchased and
Securities Sold
under
Agreements to
Repurchase

Senior and
Subordinated
Notes

Other
Borrowings

Total

2013

10,855

2,628

1,248

792

19,916

35,439

2014

1,717

2,900

2,417

945

7,979

2015

2,048

502

2,663

5,235

2016

273

1,329

1,934

3,556

2017

195

3,764

1,793

5,771

Thereafter

435

275

3,087

3,656

7,453

Total

15,523

11,398

1,248

12,686

24,578

65,433

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

Schedule Of Components Of Interest Expense


	Year Ended December 31,
(Dollars in millions)	2012		2011		2010
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	2	$	4	$	4
FHLB advances		18		2		0

Total short-term borrowings		20		6		4


Long-term debt:
Securitized debt obligations		271		422		804
Senior and subordinated notes:
Unsecured senior debt		226		181		154
Unsecured subordinated debt		119		119		122

Total senior and subordinated notes		345		300		276


Other long-term borrowings:
Junior subordinated debt		315		310		322
FHLB advances		11		12		20
Other		10		9		5

Total long-term debt		952		1,053		1,427

Total short-term borrowings and long-term debt	$	972	$	1,059	$	1,431

Derivative Instruments And Hedging Activities (Tables)

24 Months Ended

Dec. 31, 2012

Fair Value And Notional Amounts Of Derivative Instruments


	December 31,
	2012						2011
	Notional or Contractual Amount		Derivatives at Fair Value				Notional or Contractual Amount		Derivatives at Fair Value
(Dollars in millions)	Notional or Contractual Amount		Assets		Liabilities		Notional or Contractual Amount		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Fair value interest rate contracts	$	15,902	$	1,020	$	0	$	14,425	$	1,019	$	1
Cash flow interest rate contracts		13,025		116		14		6,325		71		130

Total interest rate contracts		28,927		1,136		14		20,750		1,090		131

Foreign exchange contracts:
Cash flow foreign exchange contracts		5,212		18		40		4,577		93		16

Total foreign exchange contracts		5,212		18		40		4,577		93		16

Total derivatives designated as accounting hedges		34,139		1,154		54		25,327		1,183		147

Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs		147		12		2		383		18		12
Customer accommodation		18,900		479		273		16,147		453		395
Other interest rate exposures		2,553		45		22		29,027		85		362

Total interest rate contracts		21,600		536		297		45,557		556		769

Foreign exchange contracts		1,372		158		46		1,348		193		65
Other contracts		701		0		3		932		4		6

Total derivatives not designated as accounting hedges		23,673		694		346		47,837		753		840

Total derivatives	$	57,812	$	1,848	$	400	$	73,164	$	1,936	$	987

Net Gains (Losses) Recognized In Earnings Related To Derivatives In Fair Value Hedging Relationships And Free-Standing Derivatives


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Derivatives designated as accounting hedges:
Fair value interest rate contracts:
Gain (loss) recognized in earnings on derivatives⁽¹⁾	$	1		$	348		$	338
Gain (loss) recognized in earnings on hedged items⁽¹⁾		(37	)		(333	)		(288	)

Net fair value hedge ineffectiveness gain (loss)		(36	)		15			50


Derivatives not designated as accounting hedges:
Interest rate contracts covering:
MSRs⁽¹⁾		4			4			(21	)
Customer accommodation⁽¹⁾		39			23			25
Other interest rate exposures⁽¹⁾		(60	)		(275	)⁽²⁾		5

Total		(17	)		(248	)		9

Foreign exchange contracts⁽¹⁾		(15	)		30			4
Other contracts⁽¹⁾		(4	)		21			38

Total gain (loss) on derivatives not designated as accounting hedges		(36	)		(197	)		51

Net derivatives gain (loss) recognized in earnings	$	(72	)	$	(182	)	$	101

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

⁽²⁾	Includes $277 million in mark-to-market losses recorded during 2011 on interest-rate swap transactions related to the ING Direct acquisition discussed above.

Net Gains (Losses) Related To Derivatives Designated As Cash Flow Hedges And Net Investment Hedges

	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Gain (loss) recorded in AOCI:⁽¹⁾
Cash flow hedges:
Interest rate contracts	$	116		$	32		$	(42	)
Foreign exchange contracts		(23	)		(20	)		(1	)

Subtotal		93			12			(43	)

Net investment hedges:
Foreign exchange contracts		0			(2	)		(1	)

Net derivatives gain (loss) recognized in AOCI	$	93		$	10		$	(44	)

Gain (loss) recorded in earnings:
Cash flow hedges:
Gain (loss) reclassified from AOCI into earnings:
Interest rate contracts⁽²⁾	$	42		$	3		$	(51	)
Foreign exchange contracts⁽³⁾		(22	)		(21	)		0

Subtotal		20			(18	)		(51	)

Gain (loss) recognized in earnings due to ineffectiveness:
Interest rate contracts⁽³⁾		0			0			1
Foreign exchange contracts⁽³⁾		0			0			0

Subtotal		0			0			1

Net derivatives gain (loss) recognized in earnings	$	20		$	(18	)	$	(50	)

⁽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.

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

Schedule Of Accumulated Other Comprehensive Income (Loss)

Stockholders' Equity (Tables)

24 Months Ended

Dec. 31, 2012


	December 31,
(Dollars in millions)	2012			2011			2010
Other comprehensive income:
Net unrealized gains (losses) on securities	$	708		$	294		$	333
Other-than-temporary impairment not recognized in earnings on securities		(5	)		10			49
Unrealized gains (losses) on cash flow hedging instruments		45			(26	)		(52	)
Foreign currency translation adjustments		32			(49	)		(36	)
Other		(41	)		(60	)		(46	)

Total accumulated other comprehensive income	$	739		$	169		$	248

Components Of Other Comprehensive Income Loss And Related Tax Impact

	Year Ended December 31, 2012
(Dollars in millions)	Before Tax			Provision (Benefit)			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	513		$	197		$	316
Other-than-temporary impairment not recognized in earnings		160			59			101
Net unrealized gains (losses) on cash flow hedges		120			47			73
Foreign currency translation adjustments		81			0			81
Other		(1	)		0			(1	)

Other comprehensive income (loss)	$	873		$	303		$	570


	Year Ended December 31, 2011
(Dollars in millions)	Before Tax			Provision (Benefit)			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	(54	)	$	(15	)	$	(39	)
Other-than-temporary impairment not recognized in earnings		(65	)		(26	)		(39	)
Net unrealized gains (losses) on cash flow hedges		44			18			26
Foreign currency translation adjustments		(13	)		0			(13	)
Other		(21	)		(7	)		(14	)

Other comprehensive income (loss)	$	(109	)	$	(30	)	$	(79	)


	Year Ended December 31, 2010
(Dollars in millions)	Before Tax			Tax			After Tax
Other comprehensive income:
Net unrealized gains (losses) on securities available for sale	$	182		$	48		$	134
Other-than-temporary impairment not recognized in earnings		76			27			49
Net unrealized gains (losses) on cash flow hedges		13			5			8
Foreign currency translation adjustments		(10	)		0			(10	)

Other comprehensive income (loss)	$	261		$	80		$	181

Regulatory And Capital Adequacy (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Comparison Of Capital Ratios


	December 31,
	2012⁽¹⁾									2011⁽¹⁾
(Dollars in millions)	Capital Ratio			Minimum Capital Adequacy			Well Capitalized			Capital Ratio			Minimum Capital Adequacy			Well Capitalized
Capital One Financial Corp:⁽²⁾
Tier 1 common⁽³⁾		11.0	%		N/A			N/A			9.7	%		N/A			N/A
Tier 1 risk-based capital⁽⁴⁾		11.3			4.0	%		6.0	%		12.0			4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		13.6			8.0			10.0			14.9			8.0			10.0
Tier 1 leverage⁽⁶⁾		8.7			4.0			N/A			10.1			4.0			N/A
Capital One Bank (USA) N.A. (“COBNA”)
Tier 1 risk-based capital⁽⁴⁾		11.3	%		4.0	%		6.0	%		11.2	%		4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		14.7			8.0			10.0			15.0			8.0			10.0
Tier 1 leverage⁽⁶⁾		10.4			4.0			5.0			10.2			4.0			5.0
Capital One, N.A. (“CONA”)
Tier 1 risk-based capital⁽⁴⁾		13.6	%		4.0	%		6.0	%		11.0	%		4.0	%		6.0	%
Total risk-based capital⁽⁵⁾		14.9			8.0			10.0			12.2			8.0			10.0
Tier 1 leverage⁽⁶⁾		9.1			4.0			5.0			8.7			4.0			5.0

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

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

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

⁽⁴⁾	Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.

⁽⁵⁾	Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets.

⁽⁶⁾	Tier 1 leverage ratio is calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.

Earnings Per Common Share (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Computation Of Basic And Diluted Earnings Per Common Share

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


	Year Ended December 31,
(Dollars and shares in millions, except per share data)	2012			2011			2010
Basic earnings per share
Income from continuing operations, net of tax	$	3,734		$	3,253		$	3,050
Loss from discontinued operations, net of tax		(217	)		(106	)		(307	)

Net income		3,517			3,147			2,743
Dividends and undistributed earnings allocated to participating securities⁽¹⁾		(15	)		(26	)		0
Preferred stock dividends		(15	)		0			0

Net income available to common stockholders	$	3,487		$	3,121		$	2,743

Total weighted-average basic shares outstanding		561			456			452

Net income per share	$	6.21		$	6.85		$	6.07


	Year Ended December 31,
(Dollars and shares in millions, except per share data)	2012			2011			2010
Diluted earnings per share⁽²⁾
Net income available to common stockholders	$	3,487		$	3,121		$	2,743

Total weighted-average basic shares outstanding		561			456			452
Stock options, warrants, contingently issuable shares, and other		5			3			4

Total weighted-average diluted shares outstanding		566			459			456

Net income per share	$	6.16		$	6.80		$	6.01

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

⁽²⁾	Excluded from the computation of diluted earnings per share was 7 million, 30 million and 27 million of awards, options or warrants, during 2012, 2011 and 2010, respectively, because their inclusion would be anti-dilutive.

Other Non-Interest Expense (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Components Of Other Non-Interest Expenses


	Year Ended December 31,
(Dollars in millions)	2012		2011		2010
Collections	$	544	$	563	$	626
Fraud losses		190		122		80
Bankcard, regulatory, and other fee assessments		525		394		352
Other		1,127		722		410

Total	$	2,386	$	1,801	$	1,468

Stock-Based Compensation Plans (Tables)

24 Months Ended

Dec. 31, 2012

Summary Of Common Shares Reserved And Available For Future Issuance For The Stock-Based Compensation Plan

Shares
Reserved

Available For Issuance

(In thousands)

December 31

Plan Name

2012

2011

2010

Amended and Restated 2004 Stock Incentive Plan (“2004 Plan”)

40,000

10,897

13,286

16,225

Summary Of Stock Option Activity

Shares
Subject to
Options
(in thousands)

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value
(in millions)

Outstanding as of January 1, 2012

15,943

54.92

Granted

869

46.15

Exercised

(1,815

)

36.22

Forfeited

(105

)

47.18

Expired

(633

)

70.30

Outstanding as of December 31, 2012

14,259

56.14

4.8 years

141

Exercisable as of December 31, 2012

11,815

58.47

4.0 years

110

Weighted Average Assumptions Used In The Black-Scholes Option-Pricing Model


	Year Ended December 31,
Assumptions	2012			2011			2010
Dividend yield⁽¹⁾		1.70	%		2.34	%		1.49	%
Volatility factors of stock’s expected market price		35			36			38
Risk-free interest rate		0.74			2.04			2.49
Expected option lives (in years)		5.0			5.0			5.0

⁽¹⁾	In 2012, 2011 and 2010, we paid dividends at the annual rate of $0.20 per share.

Summary Of Activity For Restricted Stock Awards And Units


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		4,216		$	35.55
Granted		722			46.89
Vested		(2,341	)		27.77
Forfeited		(188	)		41.46

Unvested as of December 31, 2012		2,409		$	46.09

Summary Of Activity For Performance Share Units


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		546		$	30.83
Granted ⁽¹⁾		563			39.07
Vested ⁽¹⁾		(463	)		21.00
Forfeited		0			0.00

Unvested as of December 31, 2012		646		$	45.05

⁽¹⁾	Includes adjustments for achievement of specific performance goals for performance share units granted in prior periods.

Summary Of Activity For Performance Share Awards


	Shares (in thousands)			Weighted- Average Grant Date Fair Value per Share
Unvested as of January 1, 2012		0		$	0
Granted		843			45.91
Vested		(9	)		45.75
Forfeited		(64	)		45.75

Unvested as of December 31, 2012		770		$	45.93

Employee Benefit Plans (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Changes In Benefit Obligation And Plan Assets


	At or For the Year Ended December 31,
	2012			2011			2012			2011
(Dollars in millions)	Defined Pension Benefits						Other Postretirement Benefits
Change in benefit obligation:
Benefit obligation as of beginning of year	$	198		$	193		$	67		$	66
Service cost		1			1			0			0
Interest cost		8			10			3			3
Plan amendments⁽¹⁾		0			0			3			0
Benefits paid		(18	)		(19	)		(4	)		(4	)
Net actuarial loss (gain)		18			13			(2	)		2

Benefit obligation as of end of year	$	207		$	198		$	67		$	67

Change in plan assets:
Fair value of plan assets as of beginning of year	$	214		$	221		$	7		$	8
Actual return on plan assets		27			11			1			0
Employer contributions		1			1			3			3
Benefits paid		(18	)		(19	)		(4	)		(4	)

Fair value of plan assets as of end of year	$	224		$	214		$	7		$	7

Over (under) funded status as of end of year	$	17		$	16		$	(60	)	$	(60	)

Schedule Of Amount Recognized In Balance Sheet


Balance sheet presentation:
Other assets	$	30		$	28		$	0		$	0
Other liabilities		(13	)		(12	)		(60	)		(60	)

Net amount recognized as of end of year	$	17		$	16		$	(60	)	$	(60	)

Accumulated benefit obligation at end of year	$	207		$	198			0			0

Components Of Net Periodic Benefit Cost


Components of net periodic benefit cost:
Service cost	$	1		$	1		$	0		$	0
Interest cost		8			10			3			3
Expected return on plan assets		(13	)		(15	)		(1	)		(1	)
Amortization of transition obligation, prior service credit, and net actuarial loss (gain)		2			1			(3	)		(3	)

Net periodic benefit gain	$	(2	)	$	(3	)	$	(1	)	$	(1	)

Schedule Of Changes Recognized In Other Comprehensive Income

Changes recognized in other comprehensive income, pretax:
Net actuarial gain (loss)	$	(4	)	$	(17	)	$	2		$	(2	)
Prior service cost		0			0			(3	)		0
Reclassification adjustments for amounts recognized in net periodic benefit cost		2			1			(3	)		(3	)
Total loss recognized in other comprehensive income	$	(2	)	$	(16	)	$	(4	)	$	(5	)

Schedule Of Pre-Tax Amounts Recognized In Accumulated Other Comprehensive Income


	December 31,
	2012			2011			2012		2011
(Dollars in millions)	Defined Pension Benefits						Other Postretirement Benefits
Prior service credit	$	0		$	0		$	2	$	8
Net actuarial gain (loss)		(76	)		(74	)		2		0

Accumulated other comprehensive (loss) income	$	(76	)	$	(74	)	$	4	$	8

Schedule Of Pre-Tax Amounts In Accumulated Other Comprehensive Income That Are Expected To Be Recognized Of Net Periodic Benefit Cost


(Dollars in millions)	Defined Pension Benefits			Other Postretirement Benefits
Prior service credit	$	0		$	2
Net actuarial loss		(2	)		0

Net gain (loss)	$	(2	)	$	2

Schedule Of Weighted-Average Assumptions Used In Calculating Net Periodic Benefit Cost

December 31,

2012

2011

2012

2011

Defined Pension Benefits

Other Postretirement Benefits

Assumptions for benefit obligations at measurement date:

Discount rate

3.7

4.5

3.7

4.5

Rate of compensation increase

n/a

n/a

n/a

n/a

Assumptions for periodic benefit cost for the year ended:

Discount rate

4.5

5.2

4.5

5.2

Expected long-term rate of return on plan assets

6.5

7.3

6.5

7.3

Rate of compensation increase

n/a

n/a

n/a

n/a

Assumptions for year-end valuations:

Health care cost trend rate assumed for next year:

Pre-age 65

n/a

n/a

7.7

8.0

Post-age 65

n/a

n/a

8.0

8.3

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

n/a

n/a

4.5

4.5

Year the rate reaches the ultimate trend rate

n/a

n/a

2028

2028

Schedule Of Effect Of One-Percentage-Point Change In Assumed Health Care Cost Trend Rates


	Year Ended December 31,
(Dollars in millions)	2012						2011
	1% Increase			1% Decrease			1% Increase		1% Decrease
Effect on year-end postretirement benefit obligation	$	7		$	(6	)	$	7	$	(6	)
Effect on total service and interest cost components		(1	)		0			0		0

Schedule Of Allocations Of Plan Assets


	December 31,
	2012			2011
Common collective trusts⁽¹⁾		59	%		56	%
Money market fund		1			0
Corporate bonds (S&P rating of A or higher)		6			6
Corporate bonds (S&P rating of lower than A)		11			10
Government securities		17			21
Mortgage backed securities		6			7
Municipal bonds		0			0

Total		100	%		100	%

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

Schedule Of Fair Value Of Plan Assets Measured On A Recurring Basis


	December 31, 2012
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3		Assets at Fair Value
Plan Assets
Common collective trusts	$	0	$	136	$	0	$	136
Money market fund		0		1		0		1
Corporate bonds (S&P rating of A or higher)		0		14		0		14
Corporate bonds (S&P rating of lower than A)		0		26		0		26
Government securities		0		39		0		39
Mortgage-backed securities		0		14		0		14
Municipal bonds		0		1		0		1

Total	$	0	$	231	$	0	$	231


	December 31, 2011
(Dollars in millions)	Fair Value Measurements Using						Assets at Fair Value
	Level 1		Level 2		Level 3		Assets at Fair Value
Plan Assets
Common collective trusts	$	0	$	125	$	0	$	125
Money market fund		0		0		0		0
Corporate bonds (S&P rating of A or higher)		0		12		0		12
Corporate bonds (S&P rating of lower than A)		0		22		0		22
Government securities		0		46		0		46
Mortgage-backed securities		0		15		0		15
Municipal bonds		0		1		0		1

Total	$	0	$	221	$	0	$	221

Schedule Of Expected Future Benefit Payments


(Dollars in millions)	Pension Benefits		Postretirement Benefits
2013	$	13	$	3
2014		13		4
2015		12		4
2016		12		4
2017		12		4
2018 - 2022		59		20

Income Taxes (Tables)

24 Months Ended

Dec. 31, 2012

Schedule Of Significant Components Of Provision For Income Taxes Attributable To Continuing Operations


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Current income tax provision:
Federal taxes	$	1,401		$	721		$	(152	)
State taxes		154			89			31
International taxes		44			33			122

Total current provision (benefit)	$	1,599		$	843		$	1

Deferred income tax provision:
Federal taxes	$	(232	)	$	594		$	1,121
State taxes		(84	)		(88	)		87
International taxes		18			(15	)		71

Total deferred provision (benefit)	$	(298	)	$	491		$	1,279

Total income tax provision	$	1,301		$	1,334		$	1,280

Schedule Of Income Tax Provision (Benefit) Reported In Stockholders' Equity


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Foreign currency translation gains (losses)	$	3		$	(1	)	$	6
Net unrealized gains (losses) on securities available for sale		197			(15	)		48
Other-than-temporary impairment on securities		59			(26	)		27
Net unrealized gains (losses) related to cash flow hedge instruments		58			18			5
Adoption of new consolidation accounting standards		0			0			(1,642	)
Employee stock plans		15			(19	)		10
Employee retirement plans		(11	)		(7	)		0

Total income tax provision (benefit)	$	321		$	(50	)	$	(1,546	)

Schedule Of Reconciliation Of Income Tax Attributable To Continuing Operations, Computed At U.S. Federal Statutory Tax Rate, To Income Tax Expense


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Income tax at U.S. federal statutory tax rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal benefit		1.9			1.4			1.3
Resolution of federal income tax issues and audits		(0.2	)		(1.1	)		(2.5	)
Low-income housing, New Markets, and other tax credits		(5.0	)		(4.3	)		(3.3	)
Other foreign tax differences, net		(0.7	)		(0.1	)		(0.5	)
Nontaxable bargain purchase gain		(4.1	)		0			0
Other, net		(1.1	)		(1.8	)		(0.4	)

Income tax effective tax rate		25.8	%		29.1	%		29.6	%

Schedule Of Significant Components Of Deferred Tax Assets And Liabilities

	December 31,
(Dollars in millions)	2012			2011
Deferred tax assets:
Allowance for loan and lease losses	$	1,876		$	1,480
Rewards & sweepstakes programs		755			612
Representation & warranty reserve		343			355
Security & loan valuations		502			351
Deferred compensation & employee benefits		350			322
Net unrealized losses on derivatives		77			129
Unearned income		116			39
Net operating loss and tax credit carryforwards		362			126
Other foreign deferred taxes		22			15
Other assets		293			279

Subtotal		4,696			3,708
Valuation allowance		(123	)		(89	)

Total deferred tax assets		4,573			3,619

Deferred tax liabilities:
Original issue discount		958			596
Core deposit and other intangibles		237			291
Fixed assets & leases		184			167
Other liabilities		256			249

Total deferred tax liabilities		1,635			1,303
Net deferred tax assets	$	2,938		$	2,316

Schedule Of Deferred Tax Liability For Original Issue Discount


	December 31,
(Dollars in millions)	2012		2011
Original Issue discount:
OID—late fees	$	1,225	$	487
OID—all other		1,377		1,169

Gross original issue discount		2,602		1,656

Net deferred tax liability	$	957	$	596

Schedule Of Reconciliation Of Change In Unrecognized Tax Benefits

Dollars in millions)	Gross Unrecognized Tax Benefits			Accrued Interest and Penalties			Gross Tax, Interest and Penalties
Balance as of January 1, 2011	$	285		$	65		$	350
Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		61			26			87
Reductions for tax positions related to prior years due to IRS and other settlements		(133	)		(31	)		(164	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		0			0			0

Balance as of December 31, 2011	$	213		$	60		$	273

Additions for tax positions related to the current year		0			0			0
Additions for tax positions related to prior years		51			9			60
Reductions for tax positions related to prior years due to IRS and other settlements		(56	)		(15	)		(71	)
Additions for tax positions related to acquired entities in prior years, offset to goodwill		0			0			0
Other reductions for tax positions related to prior years		0			0			0

Balance as of December 31, 2012	$	208		$	54		$	262

Portion of balance at December 31, 2012 that, if recognized, would impact the effective income tax rate	$	97		$	35		$	132

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

Schedule Of Assets And Liabilities Measured At Fair Value On A Recurring Basis

Fair Value Of Financial Instruments (Tables)

24 Months Ended

Dec. 31, 2012


	December 31, 2012
	Fair Value Measurements Using
(Dollars in millions)	Level 1			Level 2			Level 3			Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	1,552		$	0		$	0		$	1,552
U.S. Agency debt obligations		0			664			650			1,314
Residential mortgage-backed securities		0			42,538			1,335			43,873
Commercial mortgage-backed securities		0			7,042			587			7,629
Asset-backed securities		0			8,356			102			8,458
Other		145			993			15			1,153

Total securities available for sale		1,697			59,593			2,689			63,979
Other assets:
Mortgage servicing rights		0			0			55			55
Derivative receivables⁽¹⁾⁽²⁾		1			1,757			90			1,848
Retained interests in securitizations and other		0			0			204			204

Total assets	$	1,698		$	61,350		$	3,038		$	66,086

Liabilities
Other liabilities:
Derivative payables⁽¹⁾⁽²⁾	$	(1	)	$	(361	)	$	(38	)	$	(400	)

Total liabilities	$	(1	)	$	(361	)	$	(38	)	$	(400	)


	December 31, 2011
	Fair Value Measurements Using
(Dollars in millions)	Level 1			Level 2			Level 3			Total
Assets
Securities available for sale:
U.S. Treasury debt obligations	$	124		$	0		$	0		$	124
U.S. Agency debt obligations		0			138			0			138
Residential mortgage-backed securities		0			26,455			195			26,650
Commercial mortgage-backed securities		0			913			274			1,187
Asset-backed securities		0			10,118			32			10,150
Other		279			219			12			510

Total securities available for sale		403			37,843			513			38,759
Other assets:
Mortgage servicing rights		0			0			93			93
Derivative receivables⁽¹⁾⁽²⁾		5			1,828			103			1,936
Retained interests in securitizations and other		0			0			145			145

Total assets	$	408		$	39,671		$	854		$	40,933

Liabilities
Other liabilities:
Derivative payables^(1) (2)	$	(6	)	$	(702	)	$	(279	)	$	(987	)

Total liabilities	$	(6	)	$	(702	)	$	(279	)	$	(987	)

⁽¹⁾

⁽²⁾

Schedule Of Level 3 Inputs Reconciliation For Assets And Liabilities


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2012
				Total Gains or (Losses) (Realized/Unrealized)																								Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2012⁽³⁾
(Dollars in millions)	Balance, January 1, 2012			Included in Net Income⁽¹⁾			Included in Other Comprehensive Income		Purchases		Sales			Issuances			Settlements			Transfers Into Level 3⁽²⁾		Transfers Out of Level 3⁽²⁾			Balance, December 31, 2012
Assets:
Securities available-for-sale:
U.S. Agency debt obligations	$	0		$	0		$	6	$	276	$	0		$	0		$	(8	)	$	376	$	0		$	650		$	0
Residential mortgage-backed securities		195			(10	)		157		2,549		(640	)		0			(280	)		630		(1,266	)		1,335			(10	)
Commercial mortgage-backed securities		274			5			20		1,102		(76	)		0			(30	)		70		(778	)		587			5
Asset-backed securities		32			0			23		384		0			0			(4	)		261		(594	)		102			0
Other		12			0			0		0		0			0			(5	)		17		(9	)		15			0

Total securities available for sale		513			(5	)		206		4,311		(716	)		0			(327	)		1,354		(2,647	)		2,689			(5	)
Other Assets:
Mortgage servicing rights		93			(39	)		0		0		0			11			(10	)		0		0			55			(39	)
Derivative receivables		103			58			0		0		0			13			(88	)		13		(9	)		90			58
Retained interest in securitizations and other		145			59			0		0		0			0			0			0		0			204			59
Liabilities:
Other liabilities:
Derivative Payables		(279	)		(12	)		0		0		0			(33	)		274			8		4			(38	)		(12	)


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2011
				Total Gains or (Losses) (Realized/Unrealized)																									Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2011⁽³⁾
(Dollars in millions)	Balance, January 1, 2011			Included in Net Income⁽¹⁾			Included in Other Comprehensive Income			Purchases		Sales			Issuances			Settlements			Transfers Into Level 3⁽²⁾		Transfers Out of Level 3⁽²⁾			Balance, December 31, 2011
Assets:
Securities available for sale:
Residential mortgage-backed securities	$	578		$	0		$	(21	)	$	20	$	(14	)	$	0		$	(102	)	$	76	$	(342	)	$	195		$	0
Commercial mortgage-backed securities		0			0			10			357		(30	)		0			0			76		(139	)		274			0
Asset-backed securities		13			0			(4	)		34		0			0			0			0		(11	)		32			0
Other		7			0			0			0		0			0			(1	)		6		0			12			0

Total securities available for sale		598			0			(15	)		411		(44	)		0			(103	)		158		(492	)		513			0
Other Assets:
Mortgage servicing rights		141			(44	)		0			0		0			9			(13	)		0		0			93			(44	)
Derivative receivables		46			49			0			0		0			47			(34	)		0		(5	)		103			49
Retained interest in securitizations and other		152			(7	)		0			0		0			0			0			0		0			145			(7	)
Liabilities:
Other liabilities:
Derivative Payables		(43	)		(75	)		0			0		0			(182	)		17			0		4			(279	)		(75	)

⁽¹⁾

⁽²⁾	The transfers out of Level 3 for the years ended December 31, 2012 and 2011 was primarily driven by greater consistency among multiple pricing sources. The transfers into Level 3 were primarily driven by less consistency among vendor pricing on individual securities.

⁽³⁾

Schedule Of Assets And Liabilities Measured At Fair Value On Recurring Basis Quantitative Information About Level 3 Fair Value Measurements


Quantitative Information about Level 3 Fair Value Measurements
(Dollars in millions)	Fair Value at December 31, 2012			Significant Valuation Techniques	Significant Unobservable Inputs	Range (Weighted Average)
Assets:

Securities available for sale:

Residential mortgage-backed securities	$	1,335		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	0-24% (5%) 0-26% (6%) 0-21% (9%) 4-75% (52%)

Commercial mortgage-backed securities		587		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate	1-3% (2%) 0-15% (11%)

Asset-backed securities		102		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate Default rate Loss severity	1-24% (4%) 0-5% (2%) 1-28% (15%) 46-88% (72%)

U.S. agency debt obligations and other		665		Discounted cash flows (3^rd party pricing)	Yield Constant prepayment rate	1-4% (2%) N/A
Other assets:

Mortgage servicing rights		55		Discounted cash flows	Constant prepayment rate Discount rate Servicing cost ($ per loan)	11.77-32.99% (19.37%) 9.95-37.88% (12.66%) $81-$864 ($302)

Derivative receivables		90		Discounted cash flows	Swap rates	1.82-2.59% (2.46%)

Retained interests in securitization and other		204		Discounted cash flows	Life of receivables (months) Constant prepayment rate Discount rate	29-243 (66) 1.25-22.21% (13.52%) 2.90-13.57% (12.70%)
Liabilities:
Other liabilities:

Derivative payables		(38	)	Discounted cash flows Black model	Swap rates Flat volatility	1.82-2.55% (2.42%) 24.66-25.03% (24.72%)

Schedule Of Assets Measured At Fair Value On A Nonrecurring Basis

December 31, 2012

Fair Value Measurements Using

Assets
at Fair
Value

Significant
Valuation
Techniques

Significant Unobservable
Inputs

Range
(Weighted
Average)

(Dollars in millions)

Level 1

Level 2

Level 3

Assets

Loans held for sale

201

N/A

Loans held for investment

162

Appraisal
Value

Non-recoverable rate

0-100%

(13%)

Foreclosed property⁽¹⁾

Appraisal
Value

Cost to Sell

Bias Factor

10-14%

0-11%

Other⁽²⁾

Appraisal
Value

Cost to Sell

6-6%

(6%)

Total

201

271

472


	December 31, 2011
	Fair Value Measurements Using						Assets at Fair
(Dollars in millions)	Level 1		Level 2		Level 3		Value
Assets
Loans held for sale	$	0	$	201	$	0	$	201
Loans held for investment		0		0		113		113
Foreclosed property⁽¹⁾		0		0		169		169
Other⁽²⁾		0		0		21		21

Total	$	0	$	201	$	303	$	504


	Total Gains (Losses) Year Ended December 31,
(Dollars in millions)	2012			2011
Assets
Loans held for sale	$	0		$	0
Loans held for investment		(50	)		(66	)
Foreclosed property⁽¹⁾		(12	)		(21	)
Other⁽²⁾		(19	)		(19	)

Total	$	(14	)	$	(106	)

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

⁽²⁾	Consists of long lived assets classified as held for sale.

Schedule Of Fair Value Of Financial Instruments


	December 31, 2012				Fair Value Measurements Using
(Dollars in millions)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	11,058	$	11,058	$	11,058	$	0	$	0
Restricted cash for securitization investors		428		428		428		0		0
Securities available for sale		63,979		63,979		1,697		59,593		2,689
Loans held for sale		201		201		0		201		0
Net loans held for investment		200,733		205,000		0		0		205,000
Interest receivable		1,694		1,694		0		1,694		0
Derivatives		1,848		1,848		1		1,757		90
Mortgage servicing rights		55		55		0		0		55
Financial liabilities

Non-interest bearing deposits	$	22,467	$	22,467	$	22,467	$	0	$	0
Interest-bearing deposits		190,018		189,423		0		22,216		167,207
Securitized debt obligations		11,398		11,590		0		11,252		338
Senior and subordinated notes		12,686		13,312		0		13,312		0
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,248		1,248		1,248		0		0
Other borrowings		24,578		24,616		346		24,215		55
Interest payable		450		450		0		450		0
Derivatives		400		400		1		361		38
	December 31, 2011
(Dollars in millions)	Carrying Amount		Estimated Fair Value
Financial assets
Cash and cash equivalents	$	5,838	$	5,838
Restricted cash for securitization investors		791		791
Securities available for sale		38,759		38,759
Loans held for sale		201		201
Net loans held for investment		131,642		133,710
Interest receivable		1,029		1,029
Derivatives		1,936		1,936
Mortgage servicing rights		93		93

Financial liabilities
Non-interest bearing deposits	$	18,281	$	18,281
Interest-bearing deposits		109,945		110,002
Securitized debt obligations		16,527		16,632
Senior and subordinated notes		11,034		10,870
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,464		1,464
Other borrowings		10,536		10,607
Interest payable		466		466
Derivatives		987		987

Tabular disclosure of the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such certain disclosures about the financial instruments, assets, and liabilities include: (1) the fair value of the required items together with their carrying amounts (as appropriate) and (2) the methodology and assumptions used in developing such estimates of fair value.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13476-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13467-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 19
-Subparagraph a, b, c(1), d(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 14
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15
-Subparagraph b-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 18
-Subparagraph c(2), d, e, f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32
-Subparagraph a, c(1), c(2), c(3), d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Schedule Of Business Segments

Business Segments (Tables)

24 Months Ended

Dec. 31, 2012


	Year Ended December 31, 2012
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	10,182	$	5,788	$	1,740		$	(1,121	)	$	16,589
Non-interest income		3,078		782		340			607			4,807

Total net revenue		13,260		6,570		2,080			(514	)		21,396
Provision for credit losses		4,061		589		(270	)		35			4,415
Non-interest expense:
PCCR intangible amortization		350		0		0			0			350
Core deposit intangible amortization		0		159		34			0			193
Other non-interest expense		6,504		3,712		1,025			162			11,403

Total non-interest expense		6,854		3,871		1,059			162			11,946

Income (loss) from continuing operations before income taxes		2,345		2,110		1,291			(711	)		5,035
Income tax provision (benefit)		815		747		456			(717	)		1,301

Income from continuing operations, net of tax	$	1,530	$	1,363	$	835		$	6		$	3,734


	Year Ended December 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking			Other			Consolidated Total
Net interest income	$	7,822	$	4,236	$	1,596		$	(913	)	$	12,741
Non-interest income		2,609		720		283			(74	)		3,538

Total net revenue		10,431		4,956		1,879			(987	)		16,279
Provision for credit losses		1,870		452		31			7			2,360
Non-interest expense:
PCCR intangible amortization		21		0		0			0			21
Core deposit intangible amortization		0		132		40			0			172
Other non-interest expense		5,014		3,112		885			128			9,139

Total non-interest expense		5,035		3,244		925			128			9,332

Income (loss) from continuing operations before income taxes		3,526		1,260		923			(1,122	)		4,587
Income tax provision (benefit)		1,249		451		328			(694	)		1,334

Income from continuing operations, net of tax	$	2,277	$	809	$	595		$	(428	)	$	3,253


	Year Ended December 31, 2010
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other			Consolidated Total
Net interest income	$	7,894	$	3,727	$	1,450	$	(614	)	$	12,457
Non-interest income		2,720		870		185		(61	)		3,714

Total net revenue		10,614		4,597		1,635		(675	)		16,171
Provision for credit losses		3,188		241		435		43			3,907
Non-interest expense:
Core deposit intangible amortization		0		144		55		0			199
Other non-interest expense		3,951		2,806		829		149			7,735

Total non-interest expense		3,951		2,950		884		149			7,934

Income (loss) from continuing operations before income taxes		3,475		1,406		316		(867	)		4,330
Income tax provision (benefit)		1,201		501		112		(534	)		1,280

Income (loss) from continuing operations, net of tax	$	2,274	$	905	$	204	$	(333	)	$	3,050

Loans And Deposits [Member]

Schedule Of Business Segments

The total loans held for investment and customer deposits attributable to each of our reportable business segments as of December 31, 2012 and 2011 are presented in the following tables:

Year Ended December 31, 2012

(Dollars in millions)

Credit
Card

Consumer
Banking

Commercial
Banking

Other

Consolidated
Total

Total loans held for investment

91,755

75,127

38,820

187

205,889

Total customer deposits

172,396

29,866

10,223

212,485


	Year Ended December 31, 2011
(Dollars in millions)	Credit Card		Consumer Banking		Commercial Banking		Other		Consolidated Total
Total loans held for investment	$	65,075	$	36,315	$	34,327	$	175	$	135,892
Total customer deposits		0		88,540		26,683		13,003		128,226

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

Schedule Of Unpaid Principal Balance Of Mortgage Loans Originated And Sold To Third Parties Based On Category Of Purchaser

Commitments, Contingencies And Guarantees (Tables)

24 Months Ended

Dec. 31, 2012


	Unpaid Principal Balance
	December 31,				Original Unpaid Principal Balance
(Dollars in billions)	2012		2011		Total		2008		2007		2006		2005
Government sponsored enterprises (“GSEs”)⁽¹⁾	$	4	$	5	$	11	$	1	$	4	$	3	$	3
Insured Securitizations		5		6		20		0		2		8		10
Uninsured Securitizations and Other		23		30		80		3		15		30		32

Total	$	32	$	41	$	111	$	4	$	21	$	41	$	45

⁽¹⁾	GSEs include Fannie Mae and Freddie Mac.

Schedule Of Open Claims In Pipeline


(Dollars in millions) (All amounts are Original Principal Balance)	GSEs			Insured Securitizations			Uninsured Securitizations and Other			Total
Open claims as of December 31, 2010	$	126		$	832		$	665		$	1,623
Gross new demands received		196			359			131			686
Loans repurchased/made whole		(67	)		(14	)		(16	)		(97	)
Demands rescinded		(85	)		(6	)		(30	)		(121	)
Reclassifications⁽²⁾		6			72			(78	)		0

Open claims as of December 31, 2011	$	176		$	1,243		$	672		$	2,091

Gross new demands received		189			366			291			846
Loans repurchased/made whole		(233	)		(3	)		(138	)		(374	)
Demands rescinded		(75	)		(30	)		(40	)		(145	)
Reclassifications⁽²⁾		2			3			(4	)		1

Open claims as of December 31, 2012	$	59		$	1,579		$	781		$	2,419

⁽¹⁾

⁽²⁾

Schedule Of Changes In Representation And Warranty Reserves


	Year Ended December 31,
(Dollars in millions)	2012			2011
Representation and warranty repurchase reserve, beginning of period⁽¹⁾	$	943		$	816
Provision for mortgage representation and warranty losses⁽²⁾		349			212
Net realized losses		(393	)		(85	)

Representation and warranty repurchase reserve, end of period⁽¹⁾	$	899		$	943

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

⁽²⁾

Schedule Of Allocation Of Representation And Warranty Reserves


	Reserve Liability
	December 31,				Loans Sold 2005 to 2008⁽¹⁾
(Dollars in millions, except for loans sold)	2012		2011		Loans Sold 2005 to 2008⁽¹⁾
Selected period-end data:
GSEs and Active Insured Securitizations	$	817	$	778	$	27
Inactive Insured Securitizations and Others		82		165		84

Total	$	899	$	943	$	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.

Capital One Financial Corporation (Parent Company Only) (Tables)

24 Months Ended

Dec. 31, 2012

Parent Company Only Financial Statements

	December 31,
(Dollars in millions)	2012			2011
Balance sheets
Assets:
Cash and cash equivalents	$	7,342		$	9,351
Investment in subsidiaries		46,605			33,113
Loans to subsidiaries		1,335			337
Securities available for sale		464			56
Other		1,432			1,317

Total assets		57,178			44,174

Liabilities:
Senior and subordinated notes		10,116			8,467
Other borrowings		5,036			4,481
Other		1,527			1,560

Total liabilities		16,679			14,508

Stockholders’ equity:
Preferred stock		0			0
Common stock		6			5
Additional paid-in-capital, net		26,188			19,274
Retained earnings		16,853			13,462
Accumulated other comprehensive income		739			169
Less: Treasury stock, at cost		(3,287	)		(3,244	)

Stockholders’ equity		40,499			29,666

Total liabilities and stockholders’ equity	$	57,178		$	44,174


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Statements of income
Interest from temporary investments	$	47		$	26		$	27
Interest expense		574			515			479
Dividends, principally from bank subsidiaries		0			1,950			1,200
Non-interest income		697			29			35
Non-interest expense		173			361			273

Income before income taxes and equity in undistributed earnings of subsidiaries		(3	)		1,129			510
Income tax benefit		(168	)		(247	)		(221	)
Equity in undistributed earnings of subsidiaries		3,569			1,877			2,319

Income from continuing operations, net of tax		3,734			3,253			3,050
Loss from discontinued operations, net of tax		(217	)		(106	)		(307	)

Net income		3,517			3,147			2,743
Dividends and undistributed earnings allocated to participating securities		(15	)		(26	)		0
Preferred stock dividends		(15	)		0			0

Net income available to common stockholders	$	3,487		$	3,121		$	2,743


	Year Ended December 31,
(Dollars in millions)	2012			2011			2010
Statements of cash flows
Operating activities:
Net income	$	3,517		$	3,147		$	2,743
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (earnings) loss of subsidiaries:
Continuing operations		(3,569	)		(1,877	)		(2,319	)
Discontinued operations		217			106			307
Amortization expense		(24	)		(2	)		0
Stock plan compensation expense		112			92			96
Decrease (Increase) in other assets		1			(65	)		(3,261	)
Increase (decrease) in other liabilities		(34	)		18			543

Net cash (used in) provided by operating activities		220			1,419			(1,891	)

Investing activities:
(Increase) decrease in investment in subsidiaries		(9,709	)		(46	)		433
Proceeds from maturities of securities available for sale		24			(0	)		0
Purchase of securities available for sale		(351	)		(54	)		0
(Increase) decrease in loans to subsidiaries		(997	)		(1	)		164
Proceeds from issuance of common stock for acquisition		2,638			0			0

Net cash provided by (used in) investing activities		(8,395	)		(101	)		597

Financing activities:
Increase in borrowings from subsidiaries		555			450			390
Issuance of senior notes		2,246			2,992			0
Maturities of senior notes		(632	)		(855	)		0
Dividends paid—common stock		(111	)		(91	)		(91	)
Dividends paid—preferred stock		(15	)		0			0
Purchases of treasury stock		(43	)		(42	)		(22	)
Net proceeds from issuances of common stock		3,233			40			30
Net proceeds from issuances of preferred stock		853			0			0
Proceeds from stock-based payment activities		80			57			3

Net cash (used in) provided by financing activities		6,166			2,551			310

(Decrease) increase in cash and cash equivalents		(2,009	)		3,869			(984	)
Cash and cash equivalents at beginning of year		9,351			5,482			6,466

Cash and cash equivalents at end of year	$	7,342		$	9,351		$	5,482

Summary Of Significant Accounting Policies (Narrative) (Detail)
Customer in Millions, $ in Millions

1 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2010

USD ($)

Dec. 31, 2012

USD ($)

Component

Segment

Dec. 31, 2012

USD ($)

Customer

Component

Segment

Dec. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

May 01, 2012

USD ($)

Feb. 17, 2012

USD ($)

Summary Of Significant Accounting Policies [Line Items]

Number of reportable segments | Segment

After-tax charge to retained earnings

$ 2,900.0

Percentage of voting rights

50.00%

Cash payments for interest expense

$ 2,400.0

$ 2,300.0

$ 2,900.0

Cash payments for income taxes

1,600.0

982.0

350.0

Origination of conforming residential mortgage loans

$ 1,600.0

$ 954.0

$ 1,200.0

Percentage of servicing on conforming residential mortgage loans retained after sale

92.00%

91.00%

82.00%

Gains from sale of held-for-sale loans

$ 58.0

$ 28.0

$ 1.0

Number of days account is past due loans accruing

Maximum term for loan modification under fixed payment plans (In months)

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

180

Number of days account is past due when automobile and mortgage loans are classified as nonperforming (in days)

Number of days account is past due when non-credit card consumer loans are classified as nonperforming (in days)

120

Number of months of consecutive payments under modified loans for accounts to be reclassified from nonperforming (in months)

six

Maximum number of days from notification that account is in bankruptcy when credit card loans are charged-off (in days)

Maximum number of days from notification that account is in bankruptcy except U.K. credit card loans are charged-off (in days)

Maximum number of days from notification that account holders are deceased when credit card loans are charged-off (in days)

Number of days account is past due when mortgage and unsecured small business lines of credit consumer loans are charged-off (in days)

180

Number of days account is past due when auto and other non-credit card consumer loans are charged-off (in days)

120

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)

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)

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)

Maximum number of days when auto consumer loans are charged-off (in days)

120

Maximum number of days when mortgage consumer loans are charged-off (in days)

180

Maximum number of days from notification that account holders are deceased when consumer loans are charged-off (in days)

Number of components that are used to develop the allowance for loan and lease losses | Component

Number of segments in the consumer loan portfolio | Segment

Number of years credit performance of our portfolio used in formula-based component of the allowance model | yr

Foreclosed property

$ 204.0

169.0

Repossessed assets

22.0

20.0

Investment in Federal Home Loan Bank stock

1,300.0

362.0

Investment in Federal Reserve stock

1,200.0

863.0

Reward liability

2,100.0

1,700.0

Suppressed revenue for period

937.0

371.0

950.0

Finance charge and fees reserve

307.0

$ 307.0

74.0

Initial term of partnership agreement | yr

No of customer accounts at the time of acquisition | Customer

Outstanding principal and interest outstanding

$ 3,700.0

Renewal Of Partnership Agreement Term | yr

Reduction in interest income

$ 885.0

607.0

Reduction in charge-offs due to loss sharing agreements

167.0

118.0

Expected reimbursement netted in allowance for loan losses

170.0

139.0

Reduction in the provision for loan and lease losses

199.0

257.0

Marketing expenses

1,364.0

1,337.0

958.0

$ 13,904.0

^[1]

$ 13,904.0

^[1]

$ 13,592.0

$ 13,591.0

Summary Of Significant Accounting Policies [Line Items]

Business acquisition, date of acquisition

Feb. 17, 2012

Business acquisition, addition of loans

$ 40,400.0

Business acquisition, other assets

53,900.0

Business acquisition, deposits

$ 84,400.0

Summary Of Significant Accounting Policies [Line Items]

New active accounts acquired at closing

$ 27.0

Outstanding credit card receivables, acquired

28,300.0

Other net assets, acquired

$ 327.0

Minimum [Member]

Summary Of Significant Accounting Policies [Line Items]

Percentage of voting rights

20.00%

Number of days account is past due when credit card loans are classified as nonperforming (in days)

90 days

Repayment of principal by the borrowers, period

6 months

Initial term of partnership agreement | yr

Minimum [Member] | Commercial And Industrial [Member]

Summary Of Significant Accounting Policies [Line Items]

Revenues

$ 10.0

Maximum [Member]

Summary Of Significant Accounting Policies [Line Items]

Percentage of voting rights

50.00%

Number of days account is past due when credit card loans are classified as nonperforming (in days)

120 days

Repayment of principal by the borrowers, period

3 years

Initial term of partnership agreement | yr

Maximum [Member] | Commercial And Industrial [Member]

Summary Of Significant Accounting Policies [Line Items]

Revenues

$ 1,000.0

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Summary Of Significant Accounting Policies (Useful Lives For Premises And Equipment) (Detail)	12 Months Ended
	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Leasehold improvements	Lesser of useful life or the remaining fixed non-cancelable lease term
Buildings And Improvement [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	5 years
Buildings And Improvement [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	39 years
Furniture And Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	3 years
Furniture And Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	10 years
Computers And Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	3 years
Computers And Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives, years	7 years

Acquisitions (ING Direct Narrative) (Detail) $ in Millions	1 Months Ended			3 Months Ended	12 Months Ended			24 Months Ended
Acquisitions (ING Direct Narrative) (Detail) $ in Millions	Feb. 17, 2012 USD ($) Customer shares	Feb. 17, 2012 USD ($) shares	Feb. 16, 2012 USD ($)	Sep. 30, 2011 USD ($) shares	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 USD ($)
Business Acquisition [Line Items]
Customer deposit					$ 212,485	$ 128,226		$ 212,485
Cash consideration in exchange for the equity interests and assets and liabilities					135			135
Issuance of common stock in exchange for the equity interest and assets and liabilities, shares \| shares		54,028,086
Issuance of common stock in exchange for the equity interest and assets and liabilities, value	$ 2,600	$ 2,600
Cash proceeds relating to closure of public offering				$ 3,000
Components of other non-interest expense					2,386	1,801	$ 1,468
Bargain purchase gain					594	$ 0	$ 0
ING Direct purchase price	$ 9,000	9,000
Forward Sale Agreements [Member]
Business Acquisition [Line Items]
Closure of public underwritten offering, shares \| shares				40,000,000
Forward Purchasers [Member]
Business Acquisition [Line Items]
Cash proceeds relating to closure of public offering			$ 1,900
ING Direct Bancorporation [Member]
Business Acquisition [Line Items]
Number of customers added relating to acquisition of ING Direct \| Customer	7,000,000
Customer deposit	$ 84,400	84,400
Cash consideration in exchange for the equity interests and assets and liabilities	$ 6,300	6,300
Issuance of common stock in exchange for the equity interest and assets and liabilities, shares \| shares	54,028,086
Issuance of common stock in exchange for the equity interest and assets and liabilities, value	$ 2,600	$ 2,600
Transaction costs								$ 63
Components of other non-interest expense					$ 38
Fair value of net assets acquired from ING Direct	9,600
Bargain purchase gain	$ 594

Acquisitions (Summary Of Purchase Price To Fair Value Of Assets Acquired And Liabilities Assumed) (Detail) - USD ($)
$ in Millions

1 Months Ended

12 Months Ended

Feb. 17, 2012

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

May 01, 2012

Bargain purchase gain

$ 594

$ 0

Fair value of Capital One common stock issued, shares

54,028,086

Deferred tax assets

293

279

Deferred tax liabilities

$ 256

$ 249

ING Direct Bancorporation [Member]

Cash

$ 6,321

Fair value of Capital One common stock issued as non-cash consideration (54,028,086 shares)

2,638

Aggregate consideration transferred

8,959

Cash and due from banks

20,061

Investments

30,237

Accrued interest receivable

40,042

Loans held for sale

367

Premises and equipment

245

^[1]

170

Identifiable intangible assets

358

Other assets

^[2]

2,854

Total assets

94,334

Interest payable

Interest-bearing deposits

84,410

Other borrowings

Other liabilities

^[3]

334

Total liabilities

84,781

Net assets acquired

9,553

Bargain purchase gain

$ 594

Fair value of Capital One common stock issued, shares

54,028,086

Accrued interest receivable

$ 79

Deferred tax assets

801

Net of valuation allowance

Deferred tax liabilities

$ 181

Aggregate consideration transferred

Cash

$ 31,343

31,091

Premises and equipment

502

Identifiable intangible assets

2,212

357

31,305

518

518

30,787

Receivable due from HSBC

(252)

Loans receivable

^[4]

28,234

Income (loss) from continuing operations, net of tax, Actual

$ 304

[1]	Includes $79 million of accrued interest receivable attributable to loans held for investment.
[2]	Other assets include $801 million of deferred tax assets, net of a valuation allowance of $8 million, as of the acquisition date.
[3]	Other liabilities include $181 million of deferred tax liabilities as of the acquisition date.
[4]	Loans receivable includes the fair value of unpaid principal balances of loans, the associated accrued interest and balances in certain loan settlement accounts.

Acquisitions (2012 Transaction Narrative) (Detail) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended			24 Months Ended
	May 01, 2012	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012	Sep. 30, 2012
Business Acquisition [Line Items]
Components of other non-interest expense			$ 2,386	$ 1,801	$ 1,468
Amortization period of goodwill recognized			15 years
2012 U.S. Card Acquisition [Member]
Business Acquisition [Line Items]
Outstanding credit card receivables, acquired	$ 28,300
Other net assets, acquired	327
Transferred consideration, cash	31,100
Transferred consideration, receivables to HSBC	252
Public offering of common stock		24,442,706
Public offering per share, price		$ 51.14
Net proceeds from issuance of common stock		$ 1,250
Proceeds from issuance of senior notes		1,250
Direct cost		2
Transaction costs						$ 43
Components of other non-interest expense				$ 3
Decrease in other assets							$ 21
Decrease in intangible assets							1
Increase in other liabilities							10
Increase in preliminary goodwill recognized							$ 32
Goodwill resulting assets acquired and liabilities assumed	304
2012 U.S. Card Acquisition [Member] \| Senior Notes Due 2015 [Member]
Business Acquisition [Line Items]
Senior notes issued amount		$ 1,250
HSBC U.S. Credit Card Acquisition [Member]
Business Acquisition [Line Items]
Transferred consideration, cash	31,100
Goodwill resulting assets acquired and liabilities assumed	$ 304

Acquisitions (Schedule Of Impact Of Acquired Company And Pro Forma Information On Our Results Of Operations) (Detail) - USD ($)
$ in Millions

8 Months Ended

10 Months Ended

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Business Acquisition [Line Items]

$ 3,734

$ 3,253

$ 3,050

Revenue, Pro-Forma

^[1]

24,910

26,265

Income (loss) from continuing operations, net of tax, Pro-Forma

$ 3,211

$ 4,596

ING Direct Bancorporation [Member]

Business Acquisition [Line Items]

Revenue, Actual

^[1]

$ 1,754

Income (loss) from continuing operations, net of tax, Actual

334

Revenue from acquisition

$ 1,200

HSBC U.S. Credit Card Acquisition [Member]

Business Acquisition [Line Items]

Revenue, Actual

^[1]

$ 3,186

Income (loss) from continuing operations, net of tax, Actual

(377)

Revenue from acquisition

$ 2,900

[1]

Amount of income (loss) from continuing operations attributable to the parent. Also defined as revenue less expenses and taxes from ongoing operations before extraordinary items but after deduction of those portions of income or loss from continuing operations that are allocable to noncontrolling interests.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.13)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 18
-URI http://asc.fasb.org/extlink&oid=7656940&loc=SL4613673-111683

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph b(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Securities available for sale, at fair value

Discontinued Operations (Detail) - USD ($) $ in Millions	12 Months Ended
Discontinued Operations (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net interest expense	$ 0	$ 0	$ (1)
Non-interest expense, net	(343)	(168)	(475)
Loss from discontinued operations before tax	(343)	(168)	(476)
Income tax benefit	(126)	(62)	(169)
Loss from discontinued operations, net of tax	(217)	(106)	(307)
Remaining assets of discontinued operations	309	304
Remaining liabilities of discontinued operations	644	680
Wholesale Banking Unit [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Representations and warranties expenses for discontinued operations	307	169	432
Representations and warranties expenses for discontinued operations, net of tax	$ 194	$ 120	$ 304

Investment Securities (Narrative) (Detail)
$ in Millions

12 Months Ended

Dec. 31, 2012

USD ($)

Security

Dec. 31, 2011

USD ($)

Dec. 31, 2010

USD ($)

Feb. 17, 2012

USD ($)

Investment Securities [Line Items]

$ 64,000

$ 38,800

Percentage of portfolio invested in U.S. Treasury and agency securities

77.00%

Securities held to maturity included in other assets

$ 9

Gross unrealized losses, available-for-sale securities investment

$ 120

$ 227

Number of individual securities that account for gross unrealized losses | Security

532

Investments in non-agency residential MBS and asset-backed securities

$ 55

Percent of total unrealized losses related to non-agency residential MBS and asset-backed securities

46.00%

Loss position for more than 12 months

$ 43

169

Credit related losses in earnings

$ 65

^[1]

Gross unrealized losses- OTTI

170

Gross unrealized losses related to all other securities

Proceeds from sale of investment securities

16,894

9,169

12,466

Net realized gains

259

$ 141

Fair value of securities pledged

13,800

8,800

Debt securities acquired, fair value

$ 30,200

Debt securities acquired, estimated fair value

2,900

Debt securities acquired, outstanding unpaid principal and interest balance

5,600

Derivative Transactions [Member]

Investment Securities [Line Items]

Fair value of securities pledged, accepted

$ 238

Secured Borrowings Transactions [Member]

Investment Securities [Line Items]

Fair value of securities pledged, accepted

$ 4

[1]	We recognized $36 million of OTTI losses in earnings for securities sold during 2010.

Investment Securities (Schedule Of Available-For-Sale Securities) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Schedule of Available-for-sale Securities [Line Items]

$ 62,850

$ 38,303

1,249

683

^[1]

(38)

(170)

^[2]

(82)

(57)

(120)

(227)

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

$ 63,979

$ 38,759

82.00%

86.00%

Fannie Mae, Freddie Mac And Ginnie Mae [Member]

Schedule of Available-for-sale Securities [Line Items]

Agency debt obligations, amortized cost of debt securities

$ 302

$ 137

300

130

Fannie Mae [Member]

Schedule of Available-for-sale Securities [Line Items]

Mortgage-backed securities, amortized costs of debt securities

22,900

12,300

Mortgage-backed securities, fair values of debt securities

23,200

12,600

Freddie Mac [Member]

Schedule of Available-for-sale Securities [Line Items]

Mortgage-backed securities, amortized costs of debt securities

12,600

8,900

Mortgage-backed securities, fair values of debt securities

12,900

9,100

Ginnie Mae [Member]

Schedule of Available-for-sale Securities [Line Items]

Mortgage-backed securities, amortized costs of debt securities

9,900

4,500

Mortgage-backed securities, fair values of debt securities

$ 10,000

$ 4,500

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

64.00%

75.00%

Auto Dealer Floor Plan Inventory Loans And Leases [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

18.00%

11.00%

Auto Loan [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

6.00%

Student Loans [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

1.00%

4.00%

Equipment Loans [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

5.00%

2.00%

Commercial Paper [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

2.00%

Other Loan [Member]

Schedule of Available-for-sale Securities [Line Items]

Percentage distribution of securities collateralized

4.00%

2.00%

U.S. Treasury Debt Obligations [Member]

Schedule of Available-for-sale Securities [Line Items]

$ 1,548

$ 115

^[1]

^[2]

U.S. agency debt obligations [Member]

1,552

124

Schedule of Available-for-sale Securities [Line Items]

^[3]

1,304

131

^[3]

^[1],[3]

^[2],[3]

(2)

^[3]

(2)

Schedule of Available-for-sale Securities [Line Items]

^[3]

1,314

^[4]

138

Agency RMBS [Member]

^[5]

39,408

24,980

^[5]

652

539

^[1],[5]

^[2],[5]

(58)

(31)

^[5]

(58)

(31)

Schedule of Available-for-sale Securities [Line Items]

^[5]

40,002

^[6]

25,488

Non-Agency RMBS [Member]

3,607

1,340

312

^[1]

(38)

(170)

^[2]

(10)

(9)

(48)

(179)

Residential Mortgage-Backed Securities Total [Member]

3,871

1,162

Schedule of Available-for-sale Securities [Line Items]

43,015

26,320

964

540

^[1]

(38)

(170)

^[2]

(68)

(40)

(106)

(210)

Commercial Mortgage-Backed Securities Agency [Member]

43,873

26,650

Schedule of Available-for-sale Securities [Line Items]

^[5]

6,045

697

^[5]

103

^[1],[5]

^[2],[5]

(4)

^[5]

(4)

Commercial Mortgage-Backed Securities Non-Agency [Member]

^[5]

6,144

^[6]

711

Schedule of Available-for-sale Securities [Line Items]

1,425

459

^[1]

^[2]

(2)

(2)

Commercial Mortgage-Backed Securities Total [Member]

1,485

476

Schedule of Available-for-sale Securities [Line Items]

7,470

1,156

165

^[1]

^[2]

(6)

(6)

Other Asset-Backed Securities [Member]

7,629

1,187

Schedule of Available-for-sale Securities [Line Items]

^[7]

8,393

10,119

^[7]

^[1],[7]

^[2],[7]

(5)

(14)

^[7]

(5)

(14)

^[7]

8,458

10,150

Schedule of Available-for-sale Securities [Line Items]

^[8]

1,120

462

^[8]

^[1],[8]

^[2],[8]

(1)

(3)

^[8]

(1)

(3)

Schedule of Available-for-sale Securities [Line Items]

^[8]

$ 1,153

^[9]

$ 510

[1]	Represents the amount of cumulative non-credit other-than-temporary impairment ("OTTI") losses recorded in AOCI. These losses are included in total gross unrealized losses.
[2]	Represents the amount of cumulative gross unrealized losses on securities for which we have not recognized OTTI.
[3]	Includes debt securities issued by Fannie Mae and Freddie Mac with an amortized cost of $300 million and $130 million as of December 31, 2012 and 2011, respectively, and fair value of $302 million and $137 as of December 31, 2012 and 2011, respectively. The remaining balance consists of debt explicitly or implicitly guaranteed by the U.S. Government.
[4]	Consists of debt securities issued by Fannie Mae and Freddie Mac and other investments which are implicitly or explicitly guaranteed by the U.S. government.
[5]	Includes Mortgage-backed Securities ("MBS") issued by Fannie Mae, Freddie Mac and Ginnie Mae, each of which individually exceeded 10% of our stockholders' equity as of the end of each reported period. Fannie Mae MBS had an amortized cost of $22.9 billion and $12.3 billion as of December 31, 2012, and 2011, respectively, and a fair value of $23.2 billion and $12.6 billion as of December 31, 2012 and 2011, respectively. Freddie Mac MBS had an amortized cost of $12.6 billion and $8.9 billion as of December 31, 2012 and 2011, respectively, and a fair value of $12.9 billion and $9.1 billion as of December 31, 2012 and 2011, respectively. Ginnie Mae MBS had an amortized cost of $9.9 billion and $4.5 billion as of December 31, 2012 and 2011, respectively, and a fair value of $10.0 billion and $4.5 billion as of December 31, 2012 and 2011, respectively.
[6]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.
[7]	This portfolio was collateralized by approximately 64% credit card loans, 18% auto dealer floor plan inventory loans and leases, 6% auto loans, 1% student loans, 5% equipment loans, 2% commercial paper, and 4% other as of December 31, 2012. In comparison, the distribution was approximately 75% credit card loans, 11% auto dealer floor plan inventory loans and leases, 6% auto loans, 4% student loans, 2% equipment loans, and 2% other as of December 31, 2011. Approximately 82% of the securities in our other asset-backed security portfolio were rated AAA or its equivalent as of December 31, 2012, compared with 86% as of December 31, 2011.
[8]	Includes foreign government/agency bonds, covered bonds, municipal securities and equity investments primarily related to CRA activities
[9]	Yields of tax-exempt securities are calculated on a fully taxable-equivalent ("FTE") basis.

Investment Securities (Schedule Of Available-For-Sale Securities In Gross Unrealized Loss Position) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

$ 11,702

$ 7,331

(77)

(58)

1,467

1,486

(43)

(169)

13,169

8,817

U.S. Treasury Debt Obligations [Member]

(120)

(227)

Schedule of Available-for-sale Securities [Line Items]

371

(2)

371

Schedule of Available-for-sale Securities [Line Items]

(2)

Agency RMBS [Member]

^[1]

8,720

4,731

^[1]

(46)

(30)

^[1]

884

334

^[1]

(12)

(1)

^[1]

9,604

5,065

Schedule of Available-for-sale Securities [Line Items]

^[1]

(58)

(31)

Non-Agency RMBS [Member]

196

151

(19)

(17)

471

986

(29)

(162)

667

1,137

Residential Mortgage-Backed Securities Total [Member]

(48)

(179)

Schedule of Available-for-sale Securities [Line Items]

8,916

4,882

(65)

(47)

1,355

1,320

(41)

(163)

10,271

6,202

Commercial Mortgage-Backed Securities Agency [Member]

(106)

(210)

Schedule of Available-for-sale Securities [Line Items]

^[1]

1,009

100

^[1]

(4)

^[1]

^[1]

^[1]

1,009

100

Commercial Mortgage-Backed Securities Non-Agency [Member]

^[1]

(4)

Schedule of Available-for-sale Securities [Line Items]

201

(2)

201

Commercial Mortgage-Backed Securities Total [Member]

(2)

Schedule of Available-for-sale Securities [Line Items]

1,210

167

(6)

1,210

167

Other Asset-Backed Securities [Member]

(6)

Schedule of Available-for-sale Securities [Line Items]

1,102

2,084

(4)

(11)

(1)

(3)

1,201

2,165

(5)

(14)

Schedule of Available-for-sale Securities [Line Items]

103

198

(1)

(3)

116

283

Schedule of Available-for-sale Securities [Line Items]

$ (1)

$ (3)

[1]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.

Investment Securities (Schedule Of Scheduled Contractual Maturities Of Investment Securities) (Detail)
$ in Millions

Dec. 31, 2012

USD ($)

Dec. 31, 2011

USD ($)

Due in 1 year or less, Amortized Cost

$ 2,464

Due after 1 year through 5 years, Amortized Cost

7,002

Due after 5 years through 10 years, Amortized Cost

4,674

Due after 10 years, Amortized Cost

^[1]

48,710

Due in 1 year or less, Fair Value

62,850

$ 38,303

2,471

Due after 1 year through 5 years, Fair Value

7,037

Due after 5 years through 10 years, Fair Value

4,756

Due after 10 years, Fair value

^[1]

49,715

Total securities available for sale, fair value, Amount

$ 63,979

$ 38,759

Contractual maturities for investments with no stated maturities, in years | yr

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

Investment Securities (Schedule Of Expected Maturities And Weighted Average Yields Of Investment Securities By Major Security Type) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 5,367

Total securities available for sale, >1 Year-5 Years, Amount

34,971

Total securities available for sale, >5 Years-10 Years, Amount

22,928

Total securities available for sale, >10 Years, Amount

713

Total securities available for sale, fair value, Amount

63,979

$ 38,759

Amortized cost of securities available-for-sale, 1 Year or Less, Amount

5,358

Amortized cost of securities available-for-sale, >1 Year-5 Years, Amount

34,318

Amortized cost of securities available-for-sale, >5 Years-10 Years, Amount

22,506

Amortized cost of securities available-for-sale, > 10 Years, Amount

668

Total securities available for sale, 1 Year or Less, Average Yield

$ 62,850

38,303

^[1]

1.94%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

2.58%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

2.95%

Total securities available for sale, > 10 Years, Average Yield

^[1]

4.17%

Total securities available for sale, Total Average Yield

^[1]

2.67%

U.S. Treasury Debt Obligations [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 702

Total securities available for sale, >1 Year-5 Years, Amount

850

Total securities available for sale, >5 Years-10 Years, Amount

Total securities available for sale, >10 Years, Amount

Total securities available for sale, fair value, Amount

1,552

124

Total securities available for sale, 1 Year or Less, Average Yield

$ 1,548

115

^[1]

0.21%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

0.50%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

0.00%

Total securities available for sale, > 10 Years, Average Yield

^[1]

0.00%

Total securities available for sale, Total Average Yield

^[1]

0.37%

U.S. agency debt obligations [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

^[2]

$ 103

Total securities available for sale, >1 Year-5 Years, Amount

^[2]

Total securities available for sale, >5 Years-10 Years, Amount

^[2]

1,131

Total securities available for sale, >10 Years, Amount

^[2]

Total securities available for sale, fair value, Amount

^[3]

1,314

^[2]

138

Total securities available for sale, 1 Year or Less, Average Yield

^[3]

$ 1,304

131

^[1],[2]

4.59%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1],[2]

2.32%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1],[2]

1.75%

Total securities available for sale, > 10 Years, Average Yield

^[1],[2]

3.48%

Total securities available for sale, Total Average Yield

^[1],[2]

2.01%

Agency RMBS [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

^[4]

$ 1,539

Total securities available for sale, >1 Year-5 Years, Amount

^[4]

22,350

Total securities available for sale, >5 Years-10 Years, Amount

^[4]

15,787

Total securities available for sale, >10 Years, Amount

^[4]

326

Total securities available for sale, fair value, Amount

^[5]

40,002

^[4]

25,488

Total securities available for sale, 1 Year or Less, Average Yield

^[5]

$ 39,408

24,980

^[1],[4]

2.93%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1],[4]

2.77%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1],[4]

2.58%

Total securities available for sale, > 10 Years, Average Yield

^[1],[4]

3.13%

Total securities available for sale, Total Average Yield

^[1],[4]

2.70%

Non-Agency RMBS [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 87

Total securities available for sale, >1 Year-5 Years, Amount

1,720

Total securities available for sale, >5 Years-10 Years, Amount

1,922

Total securities available for sale, >10 Years, Amount

142

Total securities available for sale, fair value, Amount

3,871

1,162

Total securities available for sale, 1 Year or Less, Average Yield

$ 3,607

1,340

^[1]

8.52%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

7.76%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

7.98%

Total securities available for sale, > 10 Years, Average Yield

^[1]

7.68%

Total securities available for sale, Total Average Yield

^[1]

7.88%

Residential Mortgage-Backed Securities Total [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 1,626

Total securities available for sale, >1 Year-5 Years, Amount

24,070

Total securities available for sale, >5 Years-10 Years, Amount

17,709

Total securities available for sale, >10 Years, Amount

468

Total securities available for sale, fair value, Amount

43,873

26,650

Total securities available for sale, 1 Year or Less, Average Yield

$ 43,015

26,320

^[1]

3.22%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

3.11%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

3.13%

Total securities available for sale, > 10 Years, Average Yield

^[1]

4.54%

Total securities available for sale, Total Average Yield

^[1]

3.14%

Commercial Mortgage-Backed Securities Agency [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

^[4]

$ 94

Total securities available for sale, >1 Year-5 Years, Amount

^[4]

3,686

Total securities available for sale, >5 Years-10 Years, Amount

^[4]

2,356

Total securities available for sale, >10 Years, Amount

^[4]

Total securities available for sale, fair value, Amount

^[5]

6,144

^[4]

711

Total securities available for sale, 1 Year or Less, Average Yield

^[5]

$ 6,045

697

^[1],[4]

1.60%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1],[4]

1.84%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1],[4]

2.31%

Total securities available for sale, > 10 Years, Average Yield

^[1],[4]

6.85%

Total securities available for sale, Total Average Yield

^[1],[4]

2.02%

Commercial Mortgage-Backed Securities Non-Agency [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 305

Total securities available for sale, >1 Year-5 Years, Amount

279

Total securities available for sale, >5 Years-10 Years, Amount

901

Total securities available for sale, >10 Years, Amount

Total securities available for sale, fair value, Amount

1,485

476

Total securities available for sale, 1 Year or Less, Average Yield

$ 1,425

459

^[1]

3.73%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

3.47%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

3.22%

Total securities available for sale, > 10 Years, Average Yield

^[1]

0.00%

Total securities available for sale, Total Average Yield

^[1]

3.38%

Commercial Mortgage-Backed Securities Total [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 399

Total securities available for sale, >1 Year-5 Years, Amount

3,965

Total securities available for sale, >5 Years-10 Years, Amount

3,257

Total securities available for sale, >10 Years, Amount

Total securities available for sale, fair value, Amount

7,629

1,187

Total securities available for sale, 1 Year or Less, Average Yield

$ 7,470

1,156

^[1]

3.23%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

1.95%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

2.55%

Total securities available for sale, > 10 Years, Average Yield

^[1]

6.85%

Total securities available for sale, Total Average Yield

^[1]

2.28%

Other Asset-Backed Securities [Member]

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

$ 2,082

Total securities available for sale, >1 Year-5 Years, Amount

5,525

Total securities available for sale, >5 Years-10 Years, Amount

755

Total securities available for sale, >10 Years, Amount

Total securities available for sale, fair value, Amount

^[6]

8,458

10,150

Total securities available for sale, 1 Year or Less, Average Yield

^[6]

$ 8,393

10,119

^[1]

1.41%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1]

1.15%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1]

2.23%

Total securities available for sale, > 10 Years, Average Yield

^[1]

6.84%

Total securities available for sale, Total Average Yield

^[1]

1.37%

Schedule of Available-for-sale Securities [Line Items]

Total securities available for sale, 1 Year or Less ,Amount

^[7]

$ 455

Total securities available for sale, >1 Year-5 Years, Amount

^[7]

495

Total securities available for sale, >5 Years-10 Years, Amount

^[7]

Total securities available for sale, >10 Years, Amount

^[7]

127

Total securities available for sale, fair value, Amount

^[8]

1,153

^[7]

510

Total securities available for sale, 1 Year or Less, Average Yield

^[8]

$ 1,120

$ 462

^[1],[7]

0.71%

Total securities available for sale, >1 Year-5 Years, Average Yield

^[1],[7]

1.55%

Total securities available for sale, > 5 Years-10 Years, Average Yield

^[1],[7]

2.35%

Total securities available for sale, > 10 Years, Average Yield

^[1],[7]

0.04%

Total securities available for sale, Total Average Yield

^[1],[7]

1.13%

[1]	Yields are calculated based on the amortized cost of each security.
[2]	Consists of debt securities issued by Fannie Mae and Freddie Mac and other investments which are implicitly or explicitly guaranteed by the U.S. government.
[3]	Includes debt securities issued by Fannie Mae and Freddie Mac with an amortized cost of $300 million and $130 million as of December 31, 2012 and 2011, respectively, and fair value of $302 million and $137 as of December 31, 2012 and 2011, respectively. The remaining balance consists of debt explicitly or implicitly guaranteed by the U.S. Government.
[4]	Consists of mortgage-backed securities issued by Fannie Mae, Freddie Mac and Ginnie Mae.
[5]	Includes Mortgage-backed Securities ("MBS") issued by Fannie Mae, Freddie Mac and Ginnie Mae, each of which individually exceeded 10% of our stockholders' equity as of the end of each reported period. Fannie Mae MBS had an amortized cost of $22.9 billion and $12.3 billion as of December 31, 2012, and 2011, respectively, and a fair value of $23.2 billion and $12.6 billion as of December 31, 2012 and 2011, respectively. Freddie Mac MBS had an amortized cost of $12.6 billion and $8.9 billion as of December 31, 2012 and 2011, respectively, and a fair value of $12.9 billion and $9.1 billion as of December 31, 2012 and 2011, respectively. Ginnie Mae MBS had an amortized cost of $9.9 billion and $4.5 billion as of December 31, 2012 and 2011, respectively, and a fair value of $10.0 billion and $4.5 billion as of December 31, 2012 and 2011, respectively.
[6]	This portfolio was collateralized by approximately 64% credit card loans, 18% auto dealer floor plan inventory loans and leases, 6% auto loans, 1% student loans, 5% equipment loans, 2% commercial paper, and 4% other as of December 31, 2012. In comparison, the distribution was approximately 75% credit card loans, 11% auto dealer floor plan inventory loans and leases, 6% auto loans, 4% student loans, 2% equipment loans, and 2% other as of December 31, 2011. Approximately 82% of the securities in our other asset-backed security portfolio were rated AAA or its equivalent as of December 31, 2012, compared with 86% as of December 31, 2011.
[7]	Yields of tax-exempt securities are calculated on a fully taxable-equivalent ("FTE") basis.
[8]	Includes foreign government/agency bonds, covered bonds, municipal securities and equity investments primarily related to CRA activities

Investment Securities (Schedule Of Other-Than-Temporary Impairment Losses On Debt Securities Recognized In Earnings) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Total OTTI losses

$ 38

$ 131

$ 128

^[1]

Portion of other-than-temporary losses recorded in AOCI

^[2]

(110)

(63)

^[1]

Net OTTI losses recognized in earnings

$ 52

$ 21

^[1]

OTTI losses in earnings for securities sold

$ 36

[1]	We recognized $36 million of OTTI losses in earnings for securities sold during 2010.
[2]	In 2012, based on our ongoing OTTI assessments, we determined that the projected cash flows on certain acquired investment securities were less than their initial fair value at acquisition and the difference was therefore recognized in earnings.

Total of accumulated other comprehensive loss related to that portion of other than temporary impairment (OTTI) due to factors other than credit losses on debt securities categorized either as available-for-sale or held-to-maturity that an entity does not intend to sell and which it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis of the debt security. The amount represented by this item is net of tax, as applicable.

Loans Acquired Accounted For As Debt Securities General Items [Line Items]

Investment Securities (Schedule Of Credit Losses Related To Debt Securities Recognized In Earnings) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Credit loss component, beginning of period	$ 68	$ 49	$ 32
Initial credit impairment	22	3	12
Subsequent credit impairment	30	18	17
Total additions	52	21	29
Sales of credit-impaired securities	0	(2)	(4)
Change in intent to sell or requirement to sell	0	0	(8)
Total reductions	0	(2)	(12)
Ending balance	$ 120	$ 68	$ 49

Investment Securities (Schedule Of Changes In Aoci, Net Of Taxes, Related To Available-For-Sale Securities) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment Securities [Line Items]
Beginning balance AOCI related to securities available for sale, Before Tax	$ 456	$ 572	$ 288
Net unrealized gains, Before Tax	718	64	343
Net realized losses (gains) reclassified from AOCI into earnings, Before Tax	(45)	(180)	(59)
Ending balance AOCI related to securities available for sale, Before Tax	1,129	456	572
Beginning balance AOCI related to securities available for sale, Tax	170	203	102
Net unrealized gains, Tax	273	31	122
Net realized losses (gains) reclassified from AOCI into earnings, Tax	(17)	(64)	(21)
Ending balance AOCI related to securities available for sale, Tax	426	170	203
Beginning balance AOCI related to securities available for sale, After Tax	286	369	186
Net unrealized gains, After Tax	445	33	221
Net realized losses (gains) reclassified from AOCI into earnings, After Tax	(28)	(116)	(38)
Ending balance AOCI related to securities available for sale, After Tax	$ 703	$ 286	$ 369

Investment Securities (Schedule Of Gross Realized Gains And Losses On Sale And Redemption Of Available-For-Sale Securities Recognized In Earnings) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investment Securities [Line Items]
Gross realized investment gains	$ 56	$ 259	$ 141
Gross realized investment losses	(11)	0	0
Net realized gains	45	259	141
Total proceeds from sales	$ 16,894	$ 9,169	$ 12,466

Investment Securities (Schedule Of Initial Fair Value And Accretable Yield Of Acquired Credit Impaired Debt Securities) (Detail) - Purchased Credit-Impaired Securities [Member]
$ in Millions

1 Months Ended

Feb. 17, 2012

USD ($)

Contractually outstanding principal and interest at acquisition

$ 5,646

Less: Nonaccretable difference (expected principal losses of $1.1 billion and foregone interest of $157 million)

(1,260)

4,386

^[1]

Fair value of securities acquired

(1,474)

$ 2,912

[1]	Represents undiscounted expected principal and interest cash flows at acquisition.

Investment Securities (Schedule Of Initial Fair Value And Accretable Yield Of Acquired Credit Impaired Debt Securities) (Parenthetical) (Detail) $ in Millions	1 Months Ended
	Feb. 17, 2012 USD ($)
Loans Acquired Accounted For As Debt Securities General Items [Line Items]
Expected principal losses	$ 1,100
Foregone interest	$ 157

Investment Securities (Schedule Of Outstanding Contractual Balance And Carrying Value Of Credit Impaired ING Direct Debt Securities) (Detail) - Purchased Credit-Impaired Securities [Member] $ in Millions	Dec. 31, 2012 USD ($)
Loans Acquired Accounted For As Debt Securities General Items [Line Items]
Contractual principal and interest	$ 5,242
Carrying value	$ 2,585

Investment Securities (Schedule Of Changes In Accretable Yield Of Acquired Securities) (Detail) - Purchased Credit-Impaired Securities [Member]
$ in Millions

10 Months Ended

Dec. 31, 2012

USD ($)

Loans Acquired Accounted For As Debt Securities General Items [Line Items]

Accretable yield beginning balance

$ 0

Additions from new acquisitions

1,743

^[1]

Reductions due to disposals, transfers, and other non-credit related changes

(202)

Net reclassifications (to)/from nonaccretable difference

(29)

Accretable yield ending balance

$ 1,512

[1]	Includes securities acquired from ING Direct as well as other securities.

Loans (Narrative) (Detail) - USD ($)
$ in Millions

1 Months Ended

12 Months Ended

May 01, 2012

Dec. 31, 2012

Feb. 17, 2012

Dec. 31, 2011

Increase (decrease) in allowance related to pools of accounts

$ 205,889

$ 135,892

Cumulative impairment recognized on acquired loans

Loans contractual cash flows at acquisition, estimated fair value

$ 26,900

4,400

471

Number of days account is past due when loans are reported delinquent (in days)

$ 205,889

$ 135,892

Minimum loan amount requiring annual review

^[1],[2]

3.69%

3.86%

$ 1

Minimum loan amount reviewed quarterly by management for further deterioration

Troubled debt restructurings included in impaired loans

1,800

$ 1,600

Impairment through provision for loan and losses

Unused credit card lines available to customers

298,900

206,000

Outstanding unfunded commitments to extend credit other than credit card lines

17,500

14,800

Reserve for unfunded loan commitments and letters of credit

TDRs classified as performing loans

1,200

1,100

TDRs classified as performing loans

253

305

Greater Than Or Equal To 90 Days [Member]

Nonperforming Loans [Member]

2,256

1,970

^[3]

1,054

1,059

^[4]

37,134

$ 4,685

1,200

Loans designated as held for investment acquired

26,200

Loans contractual cash flows at acquisition, estimated fair value

26,900

Loans contractual cash flows at acquisition, net premium

705

Discount on expected cash flows

33,300

Amounts not expected to be collected

3,000

$ 471

27,800

Loans contractual cash flows at acquisition, estimated fair value

$ 559

$ 367

Domestic credit card loans

$ 40,400

[1]	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.
[2]	Percentages by geographic region within the domestic and international credit card portfolios are calculated based on the total held-for-investment credit card loans as of the end of the reported period.
[3]	Acquired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.
[4]	Acquired loans include loans acquired and accounted for under the accounting guidance for loans acquired in a transfer including business combinations. These loans are subsequently accounted for based on the acquired loans' expected cash flows. Excludes loans subsequently accounted for based on the acquired loans' contractual cash flows.

Loans (Composition Of Loans Held-For Investment Portfolio) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

$ 82,328

$ 54,682

International credit card loans

8,614

8,466

Total credit card loans

90,942

63,148

Domestic installment loans

813

1,927

91,755

65,075

27,123

21,779

^[1]

44,100

10,433

Other retail

3,904

4,103

75,127

36,315

^[2],[3]

17,732

15,736

^[2],[3]

19,892

17,088

^[2]

37,624

32,824

^[2],[3]

1,196

1,503

^[2],[3]

38,820

34,327

187

175

Construction loans and land development loans

205,889

135,892

$ 2,100

$ 2,200

[1]	Represents the ten states in which we have the highest concentration of home loans.
[2]	Includes construction loans and land development loans totaling $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively.
[3]	Northeast consists of CT, ME, MA, NH, NJ, NY, PA and VT. Mid-Atlantic consists of DE, DC, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA, MS, MO, NC, SC, TN and TX.

Loans (Aging Of Held-For Investment Loans By Portfolio Segment And Class) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

$ 83,141

$ 56,609

8,614

8,466

91,755

65,075

27,123

21,779

^[1]

44,100

10,433

3,904

4,103

75,127

36,315

^[2],[3]

17,732

15,736

^[2],[3]

19,892

17,088

^[2]

37,624

32,824

^[2],[3]

1,196

1,503

^[2],[3]

38,820

34,327

187

175

$ 205,889

$ 135,892

Number of days account is past due when commercial loans are classified as nonperforming (in days)

^[3],[4]

100.00%

Current [Member]

$ 79,852

$ 54,536

8,227

8,028

88,079

62,564

25,057

20,128

7,317

5,843

3,789

3,964

36,163

29,935

17,357

15,231

19,525

16,618

36,882

31,849

1,153

1,362

38,035

33,211

118

129

$ 162,395

$ 125,839

78.90%

92.60%

30-59 Days [Member]

$ 932

$ 627

145

1,077

772

1,341

1,075

1,430

1,188

172

121

235

149

333

$ 2,664

$ 2,306

1.30%

1.70%

60-89 Days [Member]

$ 659

$ 445

748

543

559

423

598

483

$ 1,440

$ 1,092

Greater Than Or Equal To 90 Days [Member]

0.70%

0.80%

$ 1,410

$ 1,001

153

195

1,563

1,196

149

106

288

346

482

505

107

147

182

220

188

244

$ 2,256

$ 1,970

Total Delinquent Loans [Member]

1.10%

1.50%

$ 3,001

$ 2,073

387

438

3,388

2,511

2,049

1,604

380

478

2,510

2,176

248

342

135

152

383

494

141

426

635

$ 6,360

$ 5,368

3.10%

4.00%

^[5]

$ 288

$ 0

^[5]

^[5]

288

^[5]

^[5]

36,403

4,112

^[5]

^[5]

36,454

4,204

^[5]

127

163

^[5]

232

318

^[5]

359

481

^[5]

^[5]

359

481

^[5]

^[5]

$ 37,134

$ 4,685

Greater Than Or Equal To 90 Days And Accruing [Member]

^[5]

18.00%

3.40%

^[6]

$ 1,410

$ 1,001

^[6]

100

195

^[6]

1,510

1,196

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

^[6]

$ 1,527

$ 1,242

Nonperforming Loans [Member]

^[6]

0.70%

0.90%

^[6]

$ 0

^[6]

100

^[6]

100

^[6]

149

106

^[6]

422

456

^[6]

^[6]

642

652

^[6]

137

207

^[6]

133

125

^[6]

270

332

^[6]

^[6]

282

372

^[6]

^[6]

$ 1,054

$ 1,059

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

^[6]

0.50%

0.80%

[1]	Represents the ten states in which we have the highest concentration of home loans.
[2]	Includes construction loans and land development loans totaling $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively.
[3]	Northeast consists of CT, ME, MA, NH, NJ, NY, PA and VT. Mid-Atlantic consists of DE, DC, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA, MS, MO, NC, SC, TN and TX.
[4]	Percentages calculated based on total held-for-investment commercial loans in each respective loan category as of the end of the reported period.
[5]	Acquired loans include loans acquired and accounted for under the accounting guidance for loans acquired in a transfer including business combinations. These loans are subsequently accounted for based on the acquired loans' expected cash flows. Excludes loans subsequently accounted for based on the acquired loans' contractual cash flows.
[6]	Acquired loans are excluded from loans reported as 90 days and still accruing interest and nonperforming loans.

Loans (Credit Card: Risk Profile By Geographic Region And Delinquency Status) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

^[1]

100.00%

Percentage, 90+ day delinquencies

^[1],[2]

3.69%

3.86%

^[1],[2]

1.70%

1.84%

Amount, 30+ day delinquencies

$ 91,755

$ 65,075

^[2]

3,388

2,511

Amount, 90+ day delinquencies

^[2]

$ 1,563

$ 1,196

Rate, Net charge-offs, Domestic credit card

3.53%

4.72%

Rate, Net charge-offs, International credit card

4.98%

6.18%

Total Rate, Net charge-offs

^[3]

3.68%

4.92%

Amount of Net charge-offs, Domestic credit card

$ 2,532

$ 2,522

Amount of Net charge-offs, International credit card

412

534

Total Amount of Net charge-offs

^[3]

$ 2,944

$ 3,056

California [Member]

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

^[1]

10.10%

9.90%

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

$ 9,276

$ 6,410

Texas [Member]

^[1]

6.50%

5.90%

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

$ 5,933

$ 3,862

New York [Member]

^[1]

6.40%

5.70%

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

$ 5,869

$ 3,737

Florida [Member]

^[1]

5.30%

5.20%

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

$ 4,852

$ 3,382

Illinois [Member]

^[1]

4.50%

4.10%

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

$ 4,115

$ 2,664

Pennsylvania [Member]

^[1]

4.20%

4.00%

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

$ 3,875

$ 2,575

Ohio [Member]

^[1]

3.60%

3.50%

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

$ 3,363

$ 2,284

New Jersey [Member]

^[1]

3.30%

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

$ 3,070

$ 2,162

Michigan [Member]

^[1]

3.20%

2.80%

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

$ 2,928

$ 1,834

Other States [Member]

^[1]

43.50%

42.60%

Total Domestic Credit Card And Installment Loans [Member]

$ 39,860

$ 27,699

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

^[1]

90.60%

87.00%

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

$ 83,141

$ 56,609

United Kingdom [Member]

^[1]

4.00%

5.90%

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

$ 3,678

$ 3,828

Canada [Member]

^[1]

5.40%

7.10%

Total International Credit Card And Installment Loans [Member]

$ 4,936

$ 4,638

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

^[1]

9.40%

13.00%

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

$ 8,614

$ 8,466

Loans [Member]

^[1]

99.70%

Percentage, 90+ day delinquencies

^[1],[2]

3.62%

^[1],[2]

1.67%

Amount, 30+ day delinquencies

$ 91,467

^[2]

3,326

Amount, 90+ day delinquencies

^[2]

$ 1,530

Loans [Member] | California [Member]

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

^[1]

10.00%

Loans [Member] | Texas [Member]

$ 9,245

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

^[1]

6.50%

Loans [Member] | New York [Member]

$ 5,910

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

^[1]

6.40%

Loans [Member] | Florida [Member]

$ 5,846

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

^[1]

5.30%

Loans [Member] | Illinois [Member]

$ 4,835

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

^[1]

4.50%

Loans [Member] | Pennsylvania [Member]

$ 4,100

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

^[1]

4.20%

Loans [Member] | Ohio [Member]

$ 3,861

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

^[1]

3.60%

Loans [Member] | New Jersey [Member]

$ 3,351

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

^[1]

3.30%

Loans [Member] | Michigan [Member]

$ 3,060

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

^[1]

3.20%

Loans [Member] | Other States [Member]

$ 2,917

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

^[1]

43.30%

Loans [Member] | Total Domestic Credit Card And Installment Loans [Member]

$ 39,728

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

^[1]

90.30%

Loans [Member] | United Kingdom [Member]

$ 82,853

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

^[1]

4.00%

Loans [Member] | Canada [Member]

$ 3,678

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

^[1]

5.40%

Loans [Member] | Total International Credit Card And Installment Loans [Member]

$ 4,936

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

^[1]

9.40%

$ 8,614

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

^[1]

0.30%

Percentage, 90+ day delinquencies

^[1],[2]

0.07%

^[1],[2]

0.03%

Amount, 30+ day delinquencies

$ 288

^[2]

Amount, 90+ day delinquencies

^[2]

$ 33

Acquired Loans [Member] | California [Member]

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

^[1]

0.10%

Acquired Loans [Member] | Texas [Member]

$ 31

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

^[1]

0.00%

Acquired Loans [Member] | New York [Member]

$ 23

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

^[1]

0.00%

Acquired Loans [Member] | Florida [Member]

$ 23

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

^[1]

0.00%

Acquired Loans [Member] | Illinois [Member]

$ 17

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

^[1]

0.00%

Acquired Loans [Member] | Pennsylvania [Member]

$ 15

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

^[1]

0.00%

Acquired Loans [Member] | Ohio [Member]

$ 14

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

^[1]

0.00%

Acquired Loans [Member] | New Jersey [Member]

$ 12

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

^[1]

0.00%

Acquired Loans [Member] | Michigan [Member]

$ 10

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

^[1]

0.00%

Acquired Loans [Member] | Other States [Member]

$ 11

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

^[1]

0.20%

Acquired Loans [Member] | Total Domestic Credit Card And Installment Loans [Member]

$ 132

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

^[1]

0.30%

Acquired Loans [Member] | United Kingdom [Member]

$ 288

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

^[1]

0.00%

Acquired Loans [Member] | Canada [Member]

$ 0

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

^[1]

0.00%

Acquired Loans [Member] | Total International Credit Card And Installment Loans [Member]

$ 0

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

^[1]

0.00%

$ 0

[1]	Percentages by geographic region within the domestic and international credit card portfolios are calculated based on the total held-for-investment credit card loans as of the end of the reported period.
[2]	Delinquency rates calculated by dividing delinquent credit card loans by the total balance of credit card loans held for investment as of the end of the reported period.
[3]	Calculated by dividing net charge-offs by average credit card loans held for investment during 2012 and 2011.

Loans (Commercial Banking: Risk Profile By Geographic Region And Internal Risk Rating) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Percent of Total Commercial and Multifamily Real Estate

^[1],[2]

$ 17,732

$ 15,736

^[2],[3]

100.00%

^[1],[2]

$ 19,892

$ 17,088

^[2],[3]

100.00%

Percent of Total Small-ticket Commercial Real Estate

^[1],[2]

$ 1,196

$ 1,503

^[2],[3]

100.00%

^[1],[2]

$ 38,820

$ 34,327

^[2],[3]

100.00%

Loans [Member]

Percent of Total Commercial and Multifamily Real Estate

^[2],[4]

$ 17,605

$ 15,573

^[2],[3],[4]

99.30%

99.00%

^[2],[4]

$ 19,660

$ 16,770

^[2],[3],[4]

98.80%

98.10%

Percent of Total Small-ticket Commercial Real Estate

^[2],[4]

$ 1,196

$ 1,503

^[2],[3],[4]

100.00%

^[2],[4]

$ 38,461

$ 33,846

Loans [Member] | Noncriticized [Member]

^[2],[3],[4]

99.10%

98.60%

Percent of Total Commercial and Multifamily Real Estate

^[4]

$ 16,614

$ 14,256

^[3],[4]

93.70%

90.60%

^[4]

$ 19,073

$ 16,002

^[3],[4]

95.90%

93.60%

Percent of Total Small-ticket Commercial Real Estate

^[4]

$ 1,152

$ 1,359

^[3],[4]

96.30%

90.40%

^[4]

$ 36,839

$ 31,617

Loans [Member] | Criticized Performing [Member]

^[3],[4]

94.90%

92.10%

Percent of Total Commercial and Multifamily Real Estate

^[4]

$ 853

$ 1,110

^[3],[4]

4.80%

7.10%

^[4]

$ 454

$ 642

^[3],[4]

2.30%

3.80%

Percent of Total Small-ticket Commercial Real Estate

^[4]

$ 33

$ 105

^[3],[4]

2.80%

7.00%

^[4]

$ 1,340

$ 1,857

Loans [Member] | Criticized Nonperforming [Member]

^[3],[4]

3.50%

5.40%

Percent of Total Commercial and Multifamily Real Estate

^[4]

$ 138

$ 207

^[3],[4]

0.80%

1.30%

^[4]

$ 133

$ 126

^[3],[4]

0.60%

0.70%

Percent of Total Small-ticket Commercial Real Estate

^[4]

$ 11

$ 39

^[3],[4]

0.90%

2.60%

^[4]

$ 282

$ 372

Loans [Member] | Northeast [Member]

^[3],[4]

0.70%

1.10%

Percent of Total Commercial and Multifamily Real Estate

^[2]

$ 13,299

$ 11,470

^[2],[3]

75.00%

72.90%

^[2]

$ 5,460

$ 4,987

^[2],[3]

27.40%

29.10%

Percent of Total Small-ticket Commercial Real Estate

^[2]

$ 723

$ 790

^[2],[3]

60.50%

52.60%

^[2]

$ 19,482

$ 17,247

Loans [Member] | Mid-Atlantic [Member]

^[2],[3]

50.20%

Percent of Total Commercial and Multifamily Real Estate

^[2]

$ 1,398

$ 1,305

^[2],[3]

7.90%

8.30%

^[2]

$ 1,149

$ 763

^[2],[3]

5.80%

4.50%

Percent of Total Small-ticket Commercial Real Estate

^[2]

$ 47

$ 56

^[2],[3]

3.90%

3.70%

^[2]

$ 2,594

$ 2,124

Loans [Member] | South [Member]

^[2],[3]

6.70%

6.20%

Percent of Total Commercial and Multifamily Real Estate

^[2]

$ 2,055

$ 1,743

^[2],[3]

11.60%

11.10%

^[2]

$ 9,182

$ 8,324

^[2],[3]

46.20%

48.70%

Percent of Total Small-ticket Commercial Real Estate

^[2]

$ 72

$ 93

^[2],[3]

6.00%

6.20%

^[2]

$ 11,309

$ 10,160

Loans [Member] | Other States [Member]

^[2],[3]

29.10%

29.60%

Percent of Total Commercial and Multifamily Real Estate

^[2]

$ 853

$ 1,055

^[2],[3]

4.80%

6.70%

^[2]

$ 3,869

$ 2,696

^[2],[3]

19.40%

15.80%

Percent of Total Small-ticket Commercial Real Estate

^[2]

$ 354

$ 564

^[2],[3]

29.60%

37.50%

^[2]

$ 5,076

$ 4,315

^[2],[3]

13.10%

12.60%

Percent of Total Commercial and Multifamily Real Estate

^[2],[4]

$ 127

$ 163

^[2],[3],[4]

0.70%

1.00%

^[2],[4]

$ 232

$ 318

^[2],[3],[4]

1.20%

1.90%

Percent of Total Small-ticket Commercial Real Estate

^[2],[4]

$ 0

^[2],[3],[4]

0.00%

^[2],[4]

$ 359

$ 481

Acquired Loans [Member] | Noncriticized [Member]

^[2],[3],[4]

0.90%

1.40%

Percent of Total Commercial and Multifamily Real Estate

^[4]

$ 77

$ 127

^[3],[4]

0.40%

0.80%

^[4]

$ 228

$ 303

^[3],[4]

1.20%

1.80%

Percent of Total Small-ticket Commercial Real Estate

^[4]

$ 0

^[3],[4]

0.00%

^[4]

$ 305

$ 430

Acquired Loans [Member] | Criticized Performing [Member]

^[3],[4]

0.80%

1.30%

Percent of Total Commercial and Multifamily Real Estate

^[4]

$ 50

$ 36

^[3],[4]

0.30%

0.20%

^[4]

$ 4

$ 15

^[3],[4]

0.00%

0.10%

Percent of Total Small-ticket Commercial Real Estate

^[4]

$ 0

^[3],[4]

0.00%

^[4]

$ 54

$ 51

^[3],[4]

0.10%

[1]	Includes construction loans and land development loans totaling $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively.
[2]	Northeast consists of CT, ME, MA, NH, NJ, NY, PA and VT. Mid-Atlantic consists of DE, DC, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA, MS, MO, NC, SC, TN and TX.
[3]	Percentages calculated based on total held-for-investment commercial loans in each respective loan category as of the end of the reported period.
[4]	Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.

Loans (Impaired Loans, Excluding Purchased Credit-Impaired Loans) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

$ 1,980

$ 1,799

426

458

1,554

1,341

2,346

1,914

1,820

1,678

133

102

569

253

529

223

891

265

338

159

538

648

483

573

613

779

603

602

With An Allowance [Member]

With An Allowance [Member] | Consumer Banking [Member]

1,571

1,490

With An Allowance [Member] | Commercial Banking [Member]

375

227

Without An Allowance [Member]

323

365

Without An Allowance [Member] | Consumer Banking [Member]

409

309

Without An Allowance [Member] | Commercial Banking [Member]

194

Domestic Credit Card [Member]

215

283

701

708

230

244

471

464

678

691

687

736

Domestic Credit Card [Member] | With An Allowance [Member]

Domestic Credit Card [Member] | Without An Allowance [Member]

701

708

International Credit Card [Member]

172

190

101

109

164

179

192

181

International Credit Card [Member] | With An Allowance [Member]

International Credit Card [Member] | Without An Allowance [Member]

172

190

^[1]

873

898

^[1]

331

353

^[1]

542

545

^[1]

842

870

^[1]

879

917

Credit Card And Installment Loans [Member] | With An Allowance [Member]

^[1]

Credit Card And Installment Loans [Member] | Without An Allowance [Member]

^[1]

873

898

Auto [Member] | Consumer Banking [Member]

^[1]

328

308

606

130

Auto [Member] | With An Allowance [Member] | Consumer Banking [Member]

Auto [Member] | Without An Allowance [Member] | Consumer Banking [Member]

169

Home Loan [Member] | Consumer Banking [Member]

159

145

104

132

167

110

120

Home Loan [Member] | With An Allowance [Member] | Consumer Banking [Member]

Home Loan [Member] | Without An Allowance [Member] | Consumer Banking [Member]

145

104

Retail Banking [Member] | Consumer Banking [Member]

118

Retail Banking [Member] | With An Allowance [Member] | Consumer Banking [Member]

Retail Banking [Member] | Without An Allowance [Member] | Consumer Banking [Member]

Commercial And Multifamily Real Estate [Member] | Commercial Banking [Member]

280

389

248

335

315

459

353

401

Commercial And Multifamily Real Estate [Member] | With An Allowance [Member] | Commercial Banking [Member]

Commercial And Multifamily Real Estate [Member] | Without An Allowance [Member] | Commercial Banking [Member]

168

232

Commercial And Industrial [Member] | Commercial Banking [Member]

112

157

244

219

222

200

277

258

227

166

Commercial And Industrial [Member] | With An Allowance [Member] | Commercial Banking [Member]

Commercial And Industrial [Member] | Without An Allowance [Member] | Commercial Banking [Member]

152

123

Total Commercial Lending [Member] | Commercial Banking [Member]

524

608

470

535

592

717

580

567

Total Commercial Lending [Member] | With An Allowance [Member] | Commercial Banking [Member]

Total Commercial Lending [Member] | Without An Allowance [Member] | Commercial Banking [Member]

320

355

Small-Ticket Commercial Real Estate [Member] | Commercial Banking [Member]

204

253

Small-Ticket Commercial Real Estate [Member] | With An Allowance [Member] | Commercial Banking [Member]

Small-Ticket Commercial Real Estate [Member] | Without An Allowance [Member] | Commercial Banking [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 11

$ 30

[1]	Credit card and installment loans include finance charges and fees.

Loans (TDR Disclosures In Progress Financial Impact Of Modification) (Detail)
$ in Millions

12 Months Ended

Dec. 31, 2012

USD ($)

Dec. 31, 2011

USD ($)

^[1]

$ 1,192

$ 1,114

^[2],[3]

69.00%

67.00%

^[4]

12.56%

12.70%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

40.00%

43.00%

^[6]

^[2],[7]

16.00%

2.00%

Percentage of troubled borrowers

^[8]

$ 229

$ 5

100.00%

Domestic Credit Card [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 353

$ 321

^[2],[3]

100.00%

^[4]

11.45%

10.33%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

0.00%

^[6]

^[2],[7]

0.00%

International Credit Card [Member]

^[8]

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 218

$ 253

^[2],[3]

100.00%

^[4]

23.71%

23.06%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

0.00%

^[6]

^[2],[7]

0.00%

^[8]

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 571

$ 574

^[2],[3]

100.00%

^[4]

15.64%

15.93%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

0.00%

^[6]

^[2],[7]

0.00%

^[8]

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 428

$ 212

^[2],[3]

50.00%

39.00%

^[4]

5.90%

1.75%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

72.00%

86.00%

^[6]

^[2],[7]

46.00%

2.00%

Consumer Banking [Member] | Auto [Member]

^[8]

$ 229

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 338

$ 78

^[2],[3]

51.00%

65.00%

^[4]

6.71%

1.39%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

69.00%

100.00%

^[6]

^[2],[7]

50.00%

0.00%

Consumer Banking [Member] | Home Loan [Member]

^[8]

$ 219

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 62

$ 57

^[2],[3]

65.00%

49.00%

^[4]

2.50%

2.57%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

75.00%

74.00%

^[6]

128

^[2],[7]

45.00%

8.00%

Consumer Banking [Member] | Retail Banking [Member]

^[8]

$ 10

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 28

$ 77

^[2],[3]

3.00%

6.00%

^[4]

2.67%

0.73%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

96.00%

82.00%

^[6]

^[2],[7]

0.00%

^[8]

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 193

$ 328

^[2],[3]

17.00%

28.00%

^[4]

2.67%

2.62%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

88.00%

89.00%

^[6]

^[2],[7]

0.00%

6.00%

Commercial Banking [Member] | Commercial And Multifamily Real Estate [Member]

^[8]

$ 0

$ 5

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 62

$ 166

^[2],[3]

38.00%

42.00%

^[4]

2.18%

3.13%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

90.00%

96.00%

^[6]

^[2],[7]

0.00%

11.00%

Commercial Banking [Member] | Commercial And Industrial [Member]

^[8]

$ 0

$ 4

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 131

$ 158

^[2],[3]

7.00%

15.00%

^[4]

3.90%

1.16%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

87.00%

81.00%

^[6]

^[2],[7]

0.00%

1.00%

Commercial Banking [Member] | Total Commercial Lending [Member]

^[8]

$ 0

$ 1

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 193

$ 324

^[2],[3]

17.00%

29.00%

^[4]

2.67%

2.62%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

88.00%

89.00%

^[6]

^[2],[7]

0.00%

6.00%

Commercial Banking [Member] | Small-Ticket Commercial Real Estate [Member]

^[8]

$ 0

$ 5

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 0

$ 4

^[2],[3]

0.00%

^[4]

0.00%

Term Extension, Average Term Extension (Months) | mo

^[2],[5]

0.00%

100.00%

^[6]

^[2],[7]

0.00%

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[8]

$ 0

[1]	Represents total loans modified and accounted for as a TDR during the period. Paydowns, charge-offs and any other changes in the loan carrying value subsequent to the loan entering TDR status are not reflected.
[2]	Due to multiple concessions granted to some troubled borrowers, percentages may total more than 100% for certain loan types.
[3]	Percentage of loans modified and accounted for as a TDR during the period that were granted a reduced interest rate.
[4]	Weighted average interest rate reduction for those loans that received an interest rate concession.
[5]	Percentage of loans modified and accounted for as a TDR during the period that were granted a maturity date extension.
[6]	Weighted average change in maturity date for those loans that received a maturity date extension.
[7]	Percentage of loans modified and accounted for as a TDR during the period that were granted forgiveness or forbearance of a portion of their balance.
[8]	Total amount of forgiven. For loans modified in bankruptcy, the gross balance reduction represents collateral value write downs associated with the discharge of the borrower's obligations.

Loans (TDR - Subsequent Payment Defaults Of Completed TDR Modifications) (Detail)
$ in Millions

12 Months Ended

Dec. 31, 2012

USD ($)

Contract

Dec. 31, 2011

USD ($)

Contract

$ 336

$ 366

Domestic Credit Card [Member]

96,370

84,346

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 85

$ 93

International Credit Card [Member]

43,103

34,489

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

^[1]

$ 164

$ 185

^[1]

48,663

47,989

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 249

$ 278

91,766

82,478

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 57

$ 38

Consumer Banking [Member] | Auto [Member]

4,570

1,837

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 39

$ 15

Consumer Banking [Member] | Home Loan [Member]

4,364

1,499

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 7

$ 12

Consumer Banking [Member] | Retail Banking [Member]

101

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 11

107

237

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 30

$ 50

Commercial Banking [Member] | Commercial And Multifamily Real Estate [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 10

$ 41

Commercial Banking [Member] | Commercial And Industrial [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 18

$ 9

Commercial Banking [Member] | Total Commercial Lending [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 28

$ 50

Commercial Banking [Member] | Small-Ticket Commercial Real Estate [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

$ 2

$ 0

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

[1]

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

Loans (Loans Acquired In Acquisition) (Detail) - USD ($)
$ in Millions

Sep. 30, 2012

Jun. 30, 2012

May 01, 2012

Feb. 17, 2012

Loans contractual cash flows at acquisition, estimated fair value

$ 26,900

471

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

Contractually required principal and interest at acquisition

$ 49,488

(4,443)

^[1],[2]

45,045

^[1]

(5,483)

Accretable yield subject to adjustments

^[3],[4]

39,562

$ 5,500

$ 6,600

Loans contractual cash flows at acquisition, estimated fair value

559

858

Nonaccretable difference

Held for sale loans, contractual balance

367

384

Held for sale loans, nonaccretable difference

ING Direct [Member] | Purchased Credit-Impaired Loans [Member]

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

Contractually required principal and interest at acquisition

3,684

(2,343)

^[1],[2]

1,341

^[1]

(173)

ING Direct [Member] | Non-Impaired Loans [Member]

^[3],[4]

1,168

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

Contractually required principal and interest at acquisition

45,804

(2,100)

^[1],[2]

43,704

^[1]

(5,310)

^[3],[4]

$ 38,394

Schedule Of Financing Receivable, Troubled Debt Restructurings [Line Items]

Contractually required principal and interest at acquisition

1,537

(741)

^[5]

796

(145)

Loans contractual cash flows at acquisition, estimated fair value

^[6],[7]

651

26,900

$ 471

[1]	In the third quarter of 2012 we revised our estimate of contractual cash flows at acquisition which resulted in an adjustment to accretable yield from $6.6 billion to $5.5 billion.
[2]	Represents undiscounted expected principal and interest cash flows at acquisition.
[3]	A portion of the loans acquired in connection with the ING Direct acquisition is accounted for based on the loan's contractual cash flows rather than the expected cash flows. These loans, which had an estimated fair value at acquisition of $559 million, are not included in the above table. The contractual cash flows for these loans at acquisition was $858 million, of which we do not expect to collect $15 million.
[4]	A portion of the loans acquired in connection with the ING Direct acquisition was classified as held for sale. These loans, which had an estimated fair value at acquisition of $367 million, are not included in the above table. The contractual cash flows for these loans at acquisition was $384 million, of which we do not expect to collect $16 million.
[5]	Represents undiscounted expected cash flows of principal and interest, finance charges, and fees at acquisition.
[6]	A portion of the loans acquired in connection with the 2012 U.S. card acquisition was classified as held for sale. These loans, which had an estimated fair value of $471 million at acquisition, are not included in the table above.
[7]	The majority of the loans acquired in connection with the 2012 U.S. card acquisition had revolving privileges at acquisition. As such, we accounted for these loans based on the contractual cash flows rather than expected cash flows. These loans, which had an estimated fair value at acquisition of $26.9 billion, are not included in the table above.

Loans (Outstanding Balance And Carrying Value Of Acquired Loans) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Cumulative impairment recognized

$ 39,321

$ 5,751

Carrying value

^[1]

37,109

4,658

Purchased Credit-Impaired Loans [Member]

Non-Impaired Loans [Member]

6,195

4,565

Carrying value

^[1]

4,069

3,576

33,126

1,186

Carrying value

^[1]

$ 33,040

$ 1,082

[1]	Includes $57 million and $26 million of cumulative impairment recognized as of December 31, 2012 and 2011, respectively.

Loans (Changes In Accretable Yield Of Acquired Loans) (Detail) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Sep. 30, 2012

Dec. 31, 2012

Dec. 31, 2011

Accretable yield, beginning balance

$ 1,752

$ 2,012

Reclassifications from nonaccretable difference for loans with improving cash flows

(1,316)

(431)

860

^[1],[2]

237

^[3]

Reductions in accretable yield for non-credit related changes in expected cash flows

^[4]

(704)

(66)

Accretable yield, ending balance

6,208

1,752

Acquired loans accretable yield

^[3]

5,616

Purchased Credit-Impaired Loans [Member]

Accretable yield, beginning balance

1,566

1,754

Reclassifications from nonaccretable difference for loans with improving cash flows

(390)

(365)

448

^[1],[2]

232

^[3]

Reductions in accretable yield for non-credit related changes in expected cash flows

^[4]

(31)

(55)

Accretable yield, ending balance

1,899

1,566

Acquired loans accretable yield

^[3]

306

Reductions of loans

$ 28

Non-Impaired Loans [Member]

Accretable yield, beginning balance

186

258

Reclassifications from nonaccretable difference for loans with improving cash flows

(926)

(66)

412

^[1],[2]

^[3]

Reductions in accretable yield for non-credit related changes in expected cash flows

^[4]

(673)

(11)

Accretable yield, ending balance

4,309

$ 186

Acquired loans accretable yield

^[3]

$ 5,310

Reductions of loans

$ 44

[1]	Reflects the implementation of the 2012 OCC update to the Bank Accounting Advisory Series, which requires write-down of performing consumer loans restructured in bankruptcy to collateral value. Includes reductions of $28 million and $44 million for purchased credit-impaired loans and non-impaired loans, respectively.
[2]	Represents increases in accretable yields for those pools with increases that are primarily the result of improved credit performance.
[3]	Includes revised acquisition date accretable yield for ING Direct acquired loans.
[4]	Represents changes in accretable yields for those pools with reductions that are driven primarily by changes in actual and estimated prepayments.

Allowance For Loan And Lease Losses (Summary Of Changes In Allowance For Loan And Lease Losses) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Financing Receivable, Allowance for Credit Losses [Line Items]

$ 4,250

4,400

5,156

$ 4,250

Financing Receivable, Allowance for Credit Losses [Line Items]

2,847

4,041

4,061

1,870

(4,159)

(4,310)

1,215

1,254

(2,944)

(3,056)

(8)

Financing Receivable, Allowance for Credit Losses [Line Items]

3,979

2,847

Auto [Member]

391

353

509

372

(631)

(529)

217

195

(414)

(334)

Financing Receivable, Allowance for Credit Losses [Line Items]

486

391

Home Loan [Member]

112

(77)

(104)

(52)

(77)

Financing Receivable, Allowance for Credit Losses [Line Items]

113

Retail Banking [Member]

163

210

(89)

(99)

(65)

(73)

Financing Receivable, Allowance for Credit Losses [Line Items]

112

163

Total Consumer [Member]

652

675

590

461

(797)

(732)

266

248

(531)

(484)

Financing Receivable, Allowance for Credit Losses [Line Items]

711

652

Commercial [Member]

715

830

(240)

(94)

(214)

(42)

(177)

433

715

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

^[1]

^[1]

(43)

(59)

^[1]

^[1]

(38)

(54)

^[1]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

Total Allowance [Member]

4,250

5,628

4,446

2,401

(5,093)

(5,315)

1,538

1,544

(3,555)

(3,771)

(8)

Unfunded Lending Commitments Reserve [Member]

5,156

4,250

Financing Receivable, Allowance for Credit Losses [Line Items]

107

(31)

(41)

Combined Allowance & Unfunded Reserve [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

4,316

5,735

4,415

2,360

(5,093)

(5,315)

1,538

1,544

(3,555)

(3,771)

(8)

Financing Receivable, Allowance for Credit Losses [Line Items]

$ 5,191

$ 4,316

[1]	Other consists of our discontinued GreenPoint mortgage operations loan portfolio and our community redevelopment loan portfolio.

Allowance For Loan And Lease Losses (Components Of Allowance For Loan And Lease Losses By Impairment Methodology) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

^[1]

$ 4,673

$ 3,766

^[2]

426

458

^[3]

5,156

4,250

^[1]

166,775

129,409

^[2]

1,980

1,798

^[3]

37,134

4,685

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

$ 205,889

$ 135,892

2.50%

3.13%

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 3,648

$ 2,494

^[2]

331

353

^[3]

3,979

2,847

$ 4,041

^[1]

90,594

64,177

^[2]

873

898

^[3]

288

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

$ 91,755

$ 65,075

4.34%

4.37%

Auto [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 466

$ 383

^[2]

^[3]

486

391

353

^[1]

26,778

21,674

^[2]

328

^[3]

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

$ 27,123

$ 21,779

1.79%

1.80%

Home Loan [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 47

$ 65

^[2]

^[3]

113

112

^[1]

7,552

6,217

^[2]

145

104

^[3]

36,403

4,112

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

$ 44,100

$ 10,433

0.26%

0.94%

Retail Banking [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 104

$ 150

^[2]

^[3]

112

163

210

^[1]

3,774

3,968

^[2]

^[3]

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

$ 3,904

$ 4,103

2.87%

3.97%

Total Consumer [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 617

$ 598

^[2]

^[3]

711

652

675

^[1]

38,104

31,859

^[2]

569

252

^[3]

36,454

4,204

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

$ 75,127

$ 36,315

0.95%

1.80%

Commercial [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 376

$ 638

^[2]

^[3]

433

715

830

^[1]

37,923

33,198

^[2]

538

648

^[3]

359

481

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

$ 38,820

$ 34,327

1.12%

2.08%

Financing Receivable, Allowance for Credit Losses [Line Items]

^[1]

$ 32

$ 36

^[2]

^[3]

^[4]

$ 82

^[1]

154

175

^[2]

^[3]

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

$ 187

$ 175

17.65%

20.57%

[1]	The collectively evaluated component of the allowance for credit card and other consumer loans that we collectively evaluate for impairment is based on a statistical calculation. The collectively evaluated component of the allowance for commercial loans, which we collectively evaluate for impairment, is based on our historical loss experience for loans with similar characteristics and consideration of credit quality supplemented by management judgment and interpretation.
[2]	The asset-specific component of the allowance for smaller-balance impaired loans is calculated on a pool basis using historical loss experience for the respective class of assets. The asset-specific component of the allowance for larger-balance commercial loans is individually calculated for each loan.
[3]	The acquired loans component of the allowance is accounted for based on expected cash flows. See "Note 5 - Loans" for details on these loans.
[4]	Other consists of our discontinued GreenPoint mortgage operations loan portfolio and our community redevelopment loan portfolio.

Variable Interest Entities And Securitizations (Carrying Amount Of Assets And Liabilities Of Variable Interest Entities) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

$ 44,674

$ 48,761

13,633

17,603

2,809

2,124

521

273

Securitization-Related VIEs [Member]

^[1]

2,834

2,232

44,298

48,440

13,545

17,557

212

161

Securitization-Related VIEs [Member] | Credit Card Loan Securitizations [Member]

^[1]

237

269

^[2]

44,238

48,309

^[2]

13,488

17,443

^[2]

^[2]

Securitization-Related VIEs [Member] | Auto Loan Securitizations [Member]

^[1],[2]

^[2]

^[2]

^[2]

^[2]

Securitization-Related VIEs [Member] | Home Loan Securitizations [Member]

^[1],[2]

^[3],[4]

^[3],[4]

^[3],[4]

212

161

^[3],[4]

Securitization-Related VIEs [Member] | Other Asset Securitizations [Member]

^[1],[3],[4]

237

269

^[2]

^[2]

^[2]

^[2]

^[1],[2]

Other VIEs [Member]

376

321

2,597

1,963

504

246

Other VIEs [Member] | Affordable Housing Entities [Member]

^[1]

2,597

1,963

2,390

1,818

414

243

Other VIEs [Member] | Entities That Provide Capital To Low-Income And Rural Communities [Member]

^[1]

2,390

1,818

375

320

Other VIEs [Member] | Other [Member]

^[1]

201

139

^[1]

$ 201

$ 139

[1]	The maximum exposure to loss represents the amount of loss we would incur in the unlikely event that all of our assets in the VIE become worthless and we were required to meet our maximum remaining funding obligations.
[2]	Represents the gross assets and liabilities owned by the VIE, which includes seller's interest and retained and repurchased notes held by other related parties.
[3]	The carrying amount of assets of unconsolidated securitization-related VIEs consists of retained interests and letters of credit related to manufactured housing securitizations and are reported on our consolidated balance sheets under accounts receivable from securitizations.
[4]	The carrying amount of liabilities of securitization-related VIEs is comprised 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.

Variable Interest Entities And Securitizations (External Debt And Receivable Balances Of Securitization Programs) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

$ 11,347

$ 16,428

43,811

47,537

$ 0

$ 17

Yes

Yes

^[1]

$ 0

$ 75

$ 0

$ 12

Yes

Yes

^[1]

$ 13

$ 24

$ 0

Yes

Yes

^[1]

$ 2,702

$ 3,122

2,794

3,228

GreenPoint HELOCs [Member]

$ 8

Retained interests

Yes

Servicing retained

^[2]

Yes

Amortization event

^[1]

$ 158

$ 206

$ 151

206

GreenPoint Manufactured Housing [Member]

$ 0

Retained interests

Yes

Servicing retained

^[2]

Yes

Amortization event

^[1],[3]

Yes

$ 1,117

$ 1,247

1,123

1,254

$ 164

$ 172

Retained interests

Yes

Servicing retained

^[4]

Amortization event

^[1]

[1]	Amortization events vary according to each specific trust agreement but generally are triggered by declines in performance or credit metrics such as charge-off rates or delinquency rates below certain predetermined thresholds. Generally, the occurrence of an amortization event changes the sequencing and amount of trust-related cash flows to the benefit of senior noteholders.
[2]	We continue to service some of the outstanding balance of securitized mortgage receivables.
[3]	See the information below regarding our on-going involvement in the GreenPoint Home Equity Line of Credit ("HELOC") securitizations.
[4]	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.

Variable Interest Entities And Securitizations (Narrative) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Option-ARM mortgage loan securitization debt securities

$ 2,700

$ 3,100

Funded HELOCs advances

Unfunded commitment on residual interests on trusts

Letters of credit funded amount

164

172

Fair value of letters of credit funded amount

Residual interest on manufactured housing securitization transactions

1,100

1,300

Clean-up calls exposure on manufactured housing securitization transactions

420

2,809

2,124

Balance of Affordable Housing Entities Assets and Liabilities Unconsolidated

^[1]

2,834

2,232

7,700

6,800

Carrying amount of other VIE assets and liabilities

44,674

48,761

255

309

Cash paid on purchase of membership interest

Fixed note payable

Carrying value of our aggregate membership interest

Other VIEs [Member]

2,597

1,963

^[1]

2,597

1,963

Other VIEs [Member] | Affordable Housing Entities [Member]

376

321

2,390

1,818

^[1]

2,390

1,818

Other VIEs [Member] | Entities That Provide Capital To Low-Income And Rural Communities [Member]

^[1]

Other VIEs [Member] | Other [Member]

375

320

201

139

^[1]

201

139

Goodwill And Other Intangible Assets [Line Items]

$ 1

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

Goodwill And Other Intangible Assets (Components Of Goodwill And Other Intangible Assets) (Detail) - USD ($)
$ in Millions

Dec. 31, 2012

^[1]

Dec. 31, 2011

Dec. 31, 2010

$ 13,904

$ 13,592

$ 13,591

Total goodwill and other intangible assets

2,571

610

16,475

14,202

Purchased Credit Card Relationship Intangibles [Member]

Goodwill And Other Intangible Assets [Line Items]

Core Deposit Intangibles [Member]

1,864

Goodwill And Other Intangible Assets [Line Items]

496

479

Goodwill And Other Intangible Assets [Line Items]

$ 211

$ 79

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Goodwill And Other Intangible Assets (Narrative) (Detail) - USD ($)

3 Months Ended

12 Months Ended

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2012

Dec. 31, 2011

Feb. 17, 2012

Dec. 31, 2010

Dec. 31, 2009

Goodwill acquired during period

$ 13,904,000,000

^[1]

$ 13,592,000,000

$ 13,591,000,000

$ 304,000,000

3,000,000

Cash flow value discount rates, low end of range

9.00%

Cash flow value discount rates, high end of range

12.80%

Carrying value of reporting unit

$ 31,500,000,000

Total equity of the company

39,700,000,000

$ 40,499,000,000

$ 29,666,000,000

$ 26,541,000,000

$ 26,590,000,000

Capital allocated to other operations

$ 8,200,000,000

All Other Segments [Member]

Percentage of equity reserved for future capital needs

3.00%

HSBC U.S. Credit Card Acquisition [Member] | Purchased Credit Card Relationship Intangibles [Member]

Core deposit intangibles

$ 209,000,000

Other intangible assets

$ 149,000,000

HSBC U.S. Credit Card Acquisition [Member] | Other [Member]

2,200,000,000

$ 47,000,000

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Goodwill And Other Intangible Assets (Summary Of Changes In Goodwill, Segment) (Detail) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Jun. 30, 2012

Dec. 31, 2012

Dec. 31, 2011

$ 13,592

$ 13,591

$ 304

304

(2)

13,904

^[1]

13,592

4,691

4,690

304

(2)

5,003

4,691

Consumer [Member]

4,583

4,583

Commercial [Member]

4,318

$ 4,318

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Goodwill And Other Intangible Assets (Intangible Assets Subject To Amortization) (Detail)

Dec. 31, 2012

USD ($)

Jun. 30, 2012

USD ($)

Mar. 31, 2012

USD ($)

Dec. 31, 2011

USD ($)

$ 4,367,000,000

$ 1,799,000,000

(1,796,000,000)

(1,189,000,000)

$ 2,571,000,000

^[1]

$ 610,000,000

Purchased Credit Card Relationship Intangibles [Member]

7.6

6.9

$ 2,242,000,000

^[2]

$ 77,000,000

(378,000,000)

^[2]

(25,000,000)

$ 1,864,000,000

^[2]

$ 52,000,000

Purchased Credit Card Relationship Intangibles [Member] | 2012 U.S. Card Acquisition [Member]

7.8

^[2]

5.2

Core Deposit Intangibles [Member]

$ 1,800,000,000

$ 1,771,000,000

^[3]

$ 1,562,000,000

(1,275,000,000)

^[3]

(1,083,000,000)

$ 496,000,000

^[3]

$ 479,000,000

5.6

^[3]

5.9

$ 160,000,000

$ 354,000,000

^[4]

$ 160,000,000

^[5]

(143,000,000)

^[4]

(81,000,000)

^[5]

$ 211,000,000

^[4]

$ 79,000,000

^[5]

10.3

^[4]

11.7

^[5]

Other [Member] | Brokerage Relations Intangibles [Member]

$ 34,000,000

$ 27,000,000

Other [Member] | Partnership Contract Intangibles [Member]

73,000,000

2,000,000

Other [Member] | Other Contract Intangibles [Member]

42,000,000

Other [Member] | Trade Mark/Name Intangibles [Member]

36,000,000

$ 50,000,000

Actual for the year ended December 31,

$ 26,000,000

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.
[2]	Includes purchased credit card relationship intangibles with a net carrying amount of $1.8 billion related to the 2012 U.S. card acquisition in the second quarter of 2012.
[3]	Includes core deposit intangibles with a net carrying value amount of $160 million related to the acquisition of ING Direct in the first quarter of 2012.
[4]	Includes brokerage relations intangibles with a net carrying value of $73 million, partnership contract intangibles with a net carrying value of $42 million, other contract intangibles with a net book value of $36 million, trade mark/name intangibles with a net carrying value of $26 million and other intangibles with a net book value of $34 million.
[5]	Includes brokerage relations intangibles with a net carrying value of $2 million, other contract intangibles with a net book value of $50 million and other intangibles with a net book value of $27 million.

Goodwill And Other Intangible Assets (Actual And Estimated Future Amortization Expense) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Actual amortization expense

$ 609

$ 222

$ 220

Estimated future amounts for the year ended December 31,

682

554

444

341

241

309

$ 2,571

^[1]

$ 610

[1]	December 31, 2012 amounts include goodwill and intangibles related to the 2012 U.S. card acquisition in the second quarter of 2012 and intangibles related to the acquisition of ING Direct in the first quarter of 2012.

Premises, Equipment & Lease Commitments (Premises And Equipment) (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Property Plant And Equipment Disclosure [Line Items]
Land	$ 580	$ 549
Buildings and improvements	2,341	2,018
Furniture and equipment	1,589	1,355
Computer software	1,563	932
In process	420	373
Total premises and equipment, Gross	6,493	5,227
Less: Accumulated depreciation and amortization	(2,906)	(2,479)
Total premises and equipment, net	$ 3,587	$ 2,748

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

Premises, Equipment & Lease Commitments (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense from continuing operations	$ 468	$ 317	$ 327
Total rent expenses from continuing operations	216	$ 180	$ 191
Minimum sublease rental income	$ 49
Maximum [Member]
Property, Plant and Equipment [Line Items]
Lease commitments expiration date	Dec. 31, 2056

Premises, Equipment & Lease Commitments (Future Minimum Rental Commitments) (Detail) $ in Millions	Dec. 31, 2012 USD ($)
Operating Leases Future Minimum Payments Due [Line Items]
2013	$ 212
2014	206
2015	193
2016	182
2017	164
Thereafter	801
Total	$ 1,758

Deposits And Borrowings (Narrative) (Detail) $ in Millions	12 Months Ended
Deposits And Borrowings (Narrative) (Detail) $ in Millions	Dec. 31, 2012 USD ($) yr	Dec. 31, 2011 USD ($)
Interest-bearing deposits	$ 190,018	$ 109,945
Interest-bearing deposits represents large denomination certificates of $100,000 or more	4,500	4,600
Securitized debt obligations	11,400	16,500
Fair value hedge-related basis adjustments	22	27
Decrease in scheduled debt pay downs within our credit card securitization trusts	$ 5,100
Number of years after filing that shelf registration statement expires \| yr	3
Senior and subordinated notes outstanding	$ 12,700	11,000
Fair value hedging losses	857	823
Proceeds from issuance of senior notes	2,300
Value of senior note matured during the year	632
Outstanding junior subordinated debentures	3,600	3,600
Investment in FHLB stock	1,300	362
Advances from Federal Home Loan Banks	20,900	$ 6,900
ING Direct Bancorporation [Member]
Year over year increase in interst-bearing deposits	$ 80,100

Deposits And Borrowings (Schedule Of Deposits, Short-Term Borrowings And Long-Term Debt) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Non-interest bearing deposits	$ 22,467	$ 18,281
Interest-bearing deposits	190,018	109,945
Total deposits	212,485	128,226
Federal Funds purchased and securities loaned or sold under agreements to repurchase	1,248	1,464
FHLB advances	19,900	5,835
Total short-term borrowings	21,148	7,299
Securitized debt obligations	11,400	16,500
Total senior and subordinated notes	12,700	11,000
Total other long-term borrowings	4,678	4,701
Total long-term debt	28,762	32,262
Total short-term borrowings and long-term debt	49,910	39,561
Floating Unsecured Senior Debt [Member]
Debt Instrument [Line Items]
Unsecured debt	$ 500	250
Maturity Date, Start date	Jan. 01, 2014
Maturity Date, End date	Jan. 01, 2015
Interest Rate, Minimum	0.95%
Interest Rate, Maximum	1.49%
Weighted Average Interest Rate	1.22%
Securitized Debt Obligations [Member]
Debt Instrument [Line Items]
Securitized debt obligations	$ 11,398	16,527
Maturity Date, Start date	Jan. 01, 2013
Maturity Date, End date	Jan. 01, 2030
Interest Rate, Minimum	0.24%
Interest Rate, Maximum	6.40%
Weighted Average Interest Rate	1.71%
Fixed Unsecured Senior Debt [Member]
Debt Instrument [Line Items]
Unsecured debt	$ 8,623	6,850
Maturity Date, Start date	Jan. 01, 2013
Maturity Date, End date	Jan. 01, 2021
Interest Rate, Minimum	1.00%
Interest Rate, Maximum	7.38%
Weighted Average Interest Rate	4.38%
Total Unsecured Senior Debt [Member]
Debt Instrument [Line Items]
Total unsecured senior debt	$ 9,123	7,100
Weighted Average Interest Rate	4.20%
Fixed Unsecured Subordinated Debt [Member]
Debt Instrument [Line Items]
Unsecured debt	$ 3,563	3,934
Maturity Date, Start date	Jan. 01, 2013
Maturity Date, End date	Jan. 01, 2019
Interest Rate, Minimum	5.35%
Interest Rate, Maximum	8.80%
Weighted Average Interest Rate	7.46%
Fixed Junior Subordinated Debt [Member]
Debt Instrument [Line Items]
Fixed junior subordinated debt	$ 3,641	3,642
Maturity Date, Start date	Jan. 01, 2027
Maturity Date, End date	Jan. 01, 2066
Interest Rate, Minimum	3.36%
Interest Rate, Maximum	10.25%
Weighted Average Interest Rate	8.57%
FHLB Advances [Member]
Debt Instrument [Line Items]
FHLB advances	$ 1,037	1,059
Maturity Date, Start date	Jan. 01, 2013
Maturity Date, End date	Jan. 01, 2023
Interest Rate, Minimum	0.38%
Interest Rate, Maximum	6.88%
Weighted Average Interest Rate	0.87%
Total Senior And Subordinated Notes [Member]
Debt Instrument [Line Items]
Total senior and subordinated notes	$ 12,686	$ 11,034

Deposits And Borrowings (Schedule Of Maturities) (Detail)
$ in Millions

Dec. 31, 2012

USD ($)

Interest-Bearing Time Deposits [Member]

$ 35,439

7,979

5,235

3,556

5,771

7,453

65,433

Securitized Debt Obligations [Member]

2013

10,855

^[1]

2014

1,717

^[1]

2015

2,048

^[1]

2016

273

^[1]

2017

195

^[1]

Thereafter

435

^[1]

Total

15,523

^[1]

Federal Funds Purchased and Securities Sold under Agreements to Repurchase [Member]

2,628

2,900

502

1,329

3,764

275

11,398

Senior And Subordinated Notes [Member]

1,248

1,248

Other Borrowings [Member]

792

2,417

2,663

1,934

1,793

3,087

12,686

19,916

945

3,656

$ 24,578

[1]	Includes only those interest-bearing deposits which have a contractual maturity date.

Deposits And Borrowings (Schedule Of Components Of Interest Expense) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Short-term Debt [Line Items]
Federal funds purchased and securities loaned or sold under agreements to repurchase	$ 2	$ 4	$ 4
FHLB advances	18	2	0
Total short-term borrowings	20	6	4
Securitized debt obligations	271	422	804
Unsecured senior debt	226	181	154
Unsecured subordinated debt	119	119	122
Total senior and subordinated notes	345	300	276
Junior subordinated debt	315	310	322
FHLB advances	11	12	20
Other	10	9	5
Total long-term debt	952	1,053	1,427
Total short-term borrowings and long-term debt	$ 972	$ 1,059	$ 1,431

Derivative Instruments And Hedging Activities (Narrative) (Detail) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2012

Sep. 30, 2011

Dec. 31, 2012

Dec. 31, 2011

Notional or Contractual Amount

$ 57,812

$ 73,164

Fair value of derivatives assets

1,848

1,936

Fair value of derivatives liabilities

400

987

Rebalanced hedge with additional notional principal

1,000

Cash paid at the termination of purchase accounting hedge

355

Income statement impact, loss on termination to earnings related to INGD purchase accounting hedge

$ 78

$ 277

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

$ 73

Maximum length of time over which forecasted transactions were hedged, years

5 years

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

^[1],[2]

$ 400

987

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

109

353

Contingent collateral required upon credit rating falling below investment grade

Cash collateral from derivatives counterparties

922

894

Securities received from derivatives counterparties, ability to repledge

239

Cumulative counterparty credit risk valuation adjustment

Cumulative credit risk valuation adjustment related to our credit quality

Interest Rate Swap [Member]

Notional or Contractual Amount

23,800

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

141

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

$ 109

$ 353

Fair Value Hedges [Member]

Higher remaining maturity range

2021

Cash Flow Hedges [Member]

Higher remaining maturity range

2018

[1]

[2]

Derivative Instruments And Hedging Activities (Fair Value And Notional Amounts Of Derivative Instruments) (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Notional or Contractual Amount	$ 57,812	$ 73,164
Derivatives at Fair Value - Assets	1,848	1,936
Derivatives at Fair Value - Liabilities	400	987
Derivatives Designated As Accounting Hedges [Member]
Derivative [Line Items]
Notional or Contractual Amount	34,139	25,327
Derivatives at Fair Value - Assets	1,154	1,183
Derivatives at Fair Value - Liabilities	54	147
Derivatives Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	28,927	20,750
Derivatives at Fair Value - Assets	1,136	1,090
Derivatives at Fair Value - Liabilities	14	131
Derivatives Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member] \| Fair Value Interest Rate Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	15,902	14,425
Derivatives at Fair Value - Assets	1,020	1,019
Derivatives at Fair Value - Liabilities	0	1
Derivatives Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member] \| Cash Flow Interest Rate Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	13,025	6,325
Derivatives at Fair Value - Assets	116	71
Derivatives at Fair Value - Liabilities	14	130
Derivatives Designated As Accounting Hedges [Member] \| Foreign Exchange Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	5,212	4,577
Derivatives at Fair Value - Assets	18	93
Derivatives at Fair Value - Liabilities	40	16
Derivatives Designated As Accounting Hedges [Member] \| Foreign Exchange Contracts [Member] \| Cash Flow Foreign Exchange Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	5,212	4,577
Derivatives at Fair Value - Assets	18	93
Derivatives at Fair Value - Liabilities	40	16
Derivatives Not Designated As Accounting Hedges [Member]
Derivative [Line Items]
Notional or Contractual Amount	23,673	47,837
Derivatives at Fair Value - Assets	694	753
Derivatives at Fair Value - Liabilities	346	840
Derivatives Not Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	21,600	45,557
Derivatives at Fair Value - Assets	536	556
Derivatives at Fair Value - Liabilities	297	769
Derivatives Not Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member] \| MSRs [Member]
Derivative [Line Items]
Notional or Contractual Amount	147	383
Derivatives at Fair Value - Assets	12	18
Derivatives at Fair Value - Liabilities	2	12
Derivatives Not Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member] \| Customer Accommodation [Member]
Derivative [Line Items]
Notional or Contractual Amount	18,900	16,147
Derivatives at Fair Value - Assets	479	453
Derivatives at Fair Value - Liabilities	273	395
Derivatives Not Designated As Accounting Hedges [Member] \| Interest Rate Contracts [Member] \| Other Interest Rate Exposures [Member]
Derivative [Line Items]
Notional or Contractual Amount	2,553	29,027
Derivatives at Fair Value - Assets	45	85
Derivatives at Fair Value - Liabilities	22	362
Derivatives Not Designated As Accounting Hedges [Member] \| Foreign Exchange Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	1,372	1,348
Derivatives at Fair Value - Assets	158	193
Derivatives at Fair Value - Liabilities	46	65
Derivatives Not Designated As Accounting Hedges [Member] \| Other Contracts [Member]
Derivative [Line Items]
Notional or Contractual Amount	701	932
Derivatives at Fair Value - Assets	0	4
Derivatives at Fair Value - Liabilities	$ 3	$ 6

Derivative Instruments And Hedging Activities (Net Gains (Losses) Recognized In Earnings Related To Derivatives In Fair Value Hedging Relationships And Free-Standing Derivatives) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Derivative Instruments, Gain (Loss) [Line Items]

Net fair value hedge ineffectiveness gain (loss)

$ (36)

$ 15

$ 50

Gain (loss) on derivatives not designated as accounting hedges

(36)

(197)

Net derivatives gain (loss) recognized in earnings

(18)

(50)

Recognized mark-to-market loss on interest-rate swap

277

Foreign Exchange Contracts [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

^[1]

(15)

Other Contracts [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

^[1]

(4)

Derivatives Designated As Accounting Hedges [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) recognized in earnings on derivatives

^[1]

348

338

Gain (loss) recognized in earnings on hedged items

^[1]

(37)

(333)

(288)

Net derivatives gain (loss) recognized in earnings

(72)

(182)

101

Derivatives Not Designated As Accounting Hedges [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

(17)

(248)

Derivatives Not Designated As Accounting Hedges [Member] | MSRs [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

^[1]

(21)

Derivatives Not Designated As Accounting Hedges [Member] | Customer Accommodation [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

^[1]

Derivatives Not Designated As Accounting Hedges [Member] | Other Interest Rate Exposures [Member]

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) on derivatives not designated as accounting hedges

^[1]

$ (60)

$ (275)

^[2]

$ 5

[1]	Amounts are recorded in our consolidated statements of income in other non-interest income.
[2]	Includes $277 million in mark-to-market losses recorded during 2011 on interest-rate swap transactions related to the ING Direct acquisition discussed above.

Derivative Instruments And Hedging Activities (Net Gains (Losses) Related To Derivatives Designated As Cash Flow Hedges And Net Investment Hedges) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Derivative Instruments, Gain (Loss) [Line Items]

Interest rate contracts

^[1]

$ 116

$ 32

$ (42)

^[1]

(23)

(20)

(1)

Subtotal

^[1]

(43)

Net derivatives gain recognized in AOCI

^[2]

(2)

(1)

^[1]

(44)

Interest rate contracts

^[3]

(51)

^[4]

(22)

(21)

Subtotal

(18)

(51)

Interest rate contracts

^[4]

Net derivatives gain (loss) recognized in earnings

^[4]

Subtotal

$ 20

$ (18)

$ (50)

[1]	Amounts represent the effective portion.
[2]	Amounts are recorded in our consolidated statements of income in other non-interest income.
[3]	Amounts reclassified are recorded in our consolidated statements of income in interest income or interest expense.
[4]	Amounts reclassified are recorded in our consolidated statements of income in other non-interest income.

Stockholders' Equity (Narrative) (Detail) $ / shares in Units, $ in Millions	1 Months Ended				12 Months Ended
	May 01, 2012 USD ($)	Mar. 20, 2012 USD ($) $ / shares shares	Feb. 17, 2012 USD ($) shares	Feb. 16, 2012 USD ($) $ / shares shares	Dec. 31, 2012 USD ($) Ratio $ / shares shares	Dec. 31, 2011 USD ($) $ / shares shares	Dec. 31, 2010 USD ($)	Sep. 10, 2012 shares	Aug. 20, 2012 shares
Number of Depositary Shares issued \| shares									35,000,000
Interest in share of fixed rate Non-Cumulative Perpetual Preferred Stock \| Ratio					0.025
Depositary shares, Par value \| $ / shares					$ 0.01	$ 0.01
Liquidation preference per Depositary Share \| $ / shares					25.00
Series B Preferred Stock equivalent of Depositary Share \| $ / shares					$ 1,000
Net proceeds from issuances of preferred stock \| $					$ 853	$ 0	$ 0
Percentage of dividends on Series B Preferred Stock					5.00%
Common stock issued \| shares		24,442,706			631,806,585	508,594,308
Common stock initial sale price \| $ / shares		$ 51.14
Net proceeds from issuance of common stock \| $		$ 1,250
Issuance of common stock in exchange for the equity interest and assets and liabilities, shares \| shares			54,028,086
Issuance of common stock in exchange for the equity interest and assets and liabilities, value \| $			$ 2,600
Common stock agreed to sell \| shares								54,028,086
Series B Preferred Stock [Member]
Percentage of dividends on Series B Preferred Stock					6.00%
Equity Forward Agreements [Member]
Common stock issued \| shares				40,000,000
Common stock initial sale price \| $ / shares				$ 48.17
Net proceeds from issuance of common stock \| $				$ 1,900
HSBC U.S. Credit Card Acquisition [Member]
Transferred consideration, cash \| $	$ 31,100

Stockholders' Equity (Schedule Of Accumulated Other Comprehensive Income (Loss)) (Detail) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Deferred tax related to accumulated other comprehensive income	$ 443	$ 142	$ 143
Net unrealized gains (losses) on securities	708	294	333
Other-than-temporary impairment not recognized in earnings on securities	(5)	10	49
Unrealized gains (losses) on cash flow hedging instruments	45	(26)	(52)
Foreign currency translation adjustments	32	(49)	(36)
Other	(41)	(60)	(46)
Total accumulated other comprehensive income	$ 739	$ 169	$ 248

Accumulated change, net of tax, in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Includes an entity's share of an equity investee's Increase or Decrease in deferred hedging gains or losses.

Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 10A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669646-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14A
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6915805&loc=d3e32022-110900

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 12, 13
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 31
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 18, 19, 22, 23, 24, 25, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14A
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
-Paragraph 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

Stockholders' Equity (Components Of Other Comprehensive Income Loss And Related Tax Impact) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net unrealized gains (losses) on securities available for sale, Before Tax	$ 513	$ (54)	$ 182
Other-than-temporary impairment not recognized in earnings, Before Tax	160	(65)	76
Net unrealized gains (losses) on cash flow hedges, Before Tax	120	44	13
Foreign currency translation adjustments, Before Tax	81	(13)	(10)
Other, Before Tax	(1)	(21)	0
Other comprehensive income (loss) before taxes	873	(109)	261
Net unrealized gains (losses) on securities available for sale, Tax	197	(15)	48
Other-than-temporary impairment not recognized in earnings, Tax	59	(26)	27
Net unrealized gains (losses) on cash flow hedges, Tax	47	18	5
Foreign currency translation adjustments, Tax	0	0	0
Other, Tax	0	(7)	0
Other comprehensive income (loss), Tax	303	(30)	80
Net unrealized gains (losses) on securities available for sale, After Tax	316	(39)	134
Other-than-temporary impairment not recognized in earnings, After Tax	101	(39)	49
Net unrealized gains (losses) on cash flow hedges, After Tax	73	26	8
Foreign currency translation adjustments, After Tax	81	(13)	(10)
Other, After Tax	(1)	(14)	0
Other comprehensive income (loss), net of tax	$ 570	$ (79)	$ 181

Regulatory And Capital Adequacy (Narrative) (Detail)
$ in Billions

Dec. 31, 2012

USD ($)

BasisPoint

Dec. 31, 2011

Minimum Tier 1 leverage capital ration for banks that meet certain specified criteria

3.00%

Basis points higher than the minimum capital standard for well capitalized | BasisPoint

200

Federal Reserve's minimum cash reserve requirements

$ 1.4

Capital One Financial Corp [Member]

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

^[1],[2],[3]

8.00%

Tier 1 risk-based capital, Minimum Capital Adequacy

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

4.00%

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

4.00%

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

6.00%

Capital One Bank (USA) N.A. ("COBNA") [Member]

^[1],[2],[3]

10.00%

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

^[1],[3]

8.00%

Tier 1 risk-based capital, Minimum Capital Adequacy

^[1],[4]

4.00%

^[1],[5]

4.00%

^[1],[5]

6.00%

^[1],[3]

10.00%

Funds available for dividend payments to parent

^[1],[4]

5.00%

$ 3.3

Capital One, N.A. ("CONA") [Member]

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

^[1],[3]

8.00%

Tier 1 risk-based capital, Minimum Capital Adequacy

^[1],[4]

4.00%

^[1],[5]

4.00%

^[1],[5]

6.00%

^[1],[3]

10.00%

Funds available for dividend payments to parent

^[1],[4]

5.00%

$ 1.9

[1]	Calculated under capital standards and regulations based on the international capital framework commonly known as Basel I. Capital ratios that are not applicable are denoted by "N/A."
[2]	The regulatory framework for prompt corrective action does not apply to Capital One Financial Corp. because it is a bank holding company.
[3]	Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets.
[4]	Tier 1 leverage ratio is calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.
[5]	Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.

Regulatory And Capital Adequacy (Schedule Of Comparison Of Capital Ratios) (Detail)

Dec. 31, 2012

Dec. 31, 2011

Capital One, N.A. ("CONA") [Member]

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

Tier 1 risk-based capital, Capital Ratio

^[1],[2]

13.60%

11.00%

Tier 1 risk-based capital, Minimum Capital Adequacy

^[1],[2]

4.00%

Total risk-based capital, Capital Ratio

^[1],[2]

6.00%

^[1],[3]

14.90%

12.20%

^[1],[3]

8.00%

Tier 1 leverage, Capital Ratio

^[1],[3]

10.00%

^[1],[4]

9.10%

8.70%

^[1],[4]

4.00%

Capital One Bank (USA) N.A. ("COBNA") [Member]

^[1],[4]

5.00%

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

Tier 1 risk-based capital, Capital Ratio

^[1],[2]

11.30%

11.20%

Tier 1 risk-based capital, Minimum Capital Adequacy

^[1],[2]

4.00%

Total risk-based capital, Capital Ratio

^[1],[2]

6.00%

^[1],[3]

14.70%

15.00%

^[1],[3]

8.00%

Tier 1 leverage, Capital Ratio

^[1],[3]

10.00%

^[1],[4]

10.40%

10.20%

^[1],[4]

4.00%

Capital One Financial Corp [Member]

^[1],[4]

5.00%

Compliance with Regulatory Capital Requirements under Banking Regulations [Line Items]

Tier 1 common, Capital Ratio

^[1],[5],[6]

11.00%

9.70%

Tier 1 risk-based capital, Capital Ratio

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

11.30%

12.00%

Tier 1 risk-based capital, Minimum Capital Adequacy

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

4.00%

Total risk-based capital, Capital Ratio

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

6.00%

^[1],[3],[5]

13.60%

14.90%

^[1],[3],[5]

8.00%

Tier 1 leverage, Capital Ratio

^[1],[3],[5]

10.00%

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

8.70%

10.10%

Income from continuing operations, net of tax

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

4.00%

[1]	Calculated under capital standards and regulations based on the international capital framework commonly known as Basel I. Capital ratios that are not applicable are denoted by "N/A."
[2]	Tier 1 risk-based capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets.
[3]	Total risk-based capital ratio is a regulatory capital measure calculated based on total risk-based capital divided by risk-weighted assets.
[4]	Tier 1 leverage ratio is calculated based on Tier 1 capital divided by quarterly average total assets, after certain adjustments.
[5]	The regulatory framework for prompt corrective action does not apply to Capital One Financial Corp. because it is a bank holding company.
[6]	Tier 1 common ratio is a regulatory capital measure calculated based on Tier 1 common capital divided by risk-weighted assets.

Earnings Per Common Share (Schedule Of Computation Of Basic And Diluted Earnings Per Common Share) (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Basic earnings per share

$ 3,734

$ 3,253

$ 3,050

Loss from discontinued operations, net of tax

(217)

(106)

(307)

Net income

3,517

3,147

2,743

Dividends and undistributed earnings allocated to participating securities

^[1]

(15)

(26)

Preferred stock dividends

(15)

Net income available to common stockholders

^[2]

$ 3,487

$ 3,121

$ 2,743

Total weighted-average basic shares outstanding

^[2]

561

456

452

Net income per share

$ 6.21

$ 6.85

$ 6.07

Diluted earnings per share

Net income available to common stockholders

^[2]

$ 3,487

$ 3,121

$ 2,743

Total weighted-average basic shares outstanding

^[2]

561

456

452

Stock options, warrants, contingently issuable shares, and other

^[2]

Total weighted-average diluted shares outstanding

^[2]

566

459

456

Net income per share

^[2]

$ 6.16

$ 6.80

$ 6.01

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

[1]	Includes undistributed earnings allocated to participating securities using the two-class method under the accounting guidance for computing earnings per share.
[2]	Excluded from the computation of diluted earnings per share was 7 million, 30 million and 27 million of awards, options or warrants, during 2012, 2011 and 2010, respectively, because their inclusion would be anti-dilutive.

Other Non-Interest Expense (Schedule Of Components Of Other Non-Interest Expenses) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	$ 2,386	$ 1,801	$ 1,468
Collections [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	544	563	626
Fraud Losses [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	190	122	80
Bankcard, regulatory, and other fee assessments [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	525	394	352
Other [Member]
Component of Operating Other Cost and Expense [Line Items]
Other non-interest expense	$ 1,127	$ 722	$ 410

Stock-Based Compensation Plans (Summary Of Common Shares Reserved And Available For Future Issuance For The Stock-Based Compensation Plan) (Detail) - Amended And Restated 2004 Stock Incentive Plan [Member] - shares shares in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Shares Reserved under plans	40,000
Shares Available For Issuance	10,897	13,286	16,225

Stock-Based Compensation Plans (Narrative) (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense from award

$ 202

$ 189

$ 149

Recognized tax benefit from stock-based compensation arrangements

$ 66

$ 52

Weighted-average grant date fair value of performance share awards granted

$ 12

$ 45.91

Performance Shares [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

33.33

Performance Shares [Member] | Minimum [Member]

3 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Performance share awards that will vest each year

50.00%

Performance Shares [Member] | Maximum [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Performance share awards that will vest each year

100.00%

Dividend Reinvestment And Stock Purchase Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares available for grant under plans (in shares)

7.4

Stock Options [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Maximum contractual term (Years)

33 1/3

10 years

Weighted-average fair value of options granted

$ 12.25

$ 13.17

$ 11.78

Cash proceeds from exercise of stock options

$ 66

$ 38

$ 13

Tax benefits realized from exercise of stock options

Total intrinsic value of stock options exercised

$ 23

$ 11

Weighted average period of recognition of unrecognized compensation costs (Years)

$ 5

3 years

Stock Options [Member] | Minimum [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Options [Member] | Maximum [Member]

1 year

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Restricted Stock Awards And Units [Member]

3 years

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

33 1/3

Weighted average period of recognition of unrecognized compensation costs (Years)

$ 40

3 years

Weighted-average grant date fair value of performance share awards granted

$ 46.89

$ 47.36

$ 36.84

Total fair value of awards vested

$ 107

$ 95

$ 62

Restricted Stock Awards And Units [Member] | Minimum [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Performance Share Units [Member]

1 year

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

3 years

Weighted average period of recognition of unrecognized compensation costs (Years)

$ 11

3 years

Weighted-average grant date fair value of performance share awards granted

$ 39.07

^[1]

$ 52.10

$ 36.55

Total fair value of awards vested

$ 21

$ 22

Percentage of target award opportunities, minimum

0.00%

Percentage of target award opportunities, maximum

200.00%

Cash Equity Units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

33 1/3

Weighted average period of recognition of unrecognized compensation costs (Years)

$ 50

3 years

Cash payments to settle awards

$ 88

$ 48

Associate Stock Purchase Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense from award

$ 8

$ 6

$ 4

Maximum percentage of monthly base pay eligible for the Purchase Plan

15.00%

Minimum percentage of monthly base pay required for the Purchase Plan

1.00%

Percentage of current market price at which Purchase Plan shares are bought

85.00%

Shares Reserved under plans

18.0

8.0

Shares available for grant under plans (in shares)

10.7

1.8

Additional shares authorized

10.0

[1]	Includes adjustments for achievement of specific performance goals for performance share units granted in prior periods.

Stock-Based Compensation Plans (Summary Of Stock Option Activity) (Detail) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) $ / shares shares
Schedule Of Stock Option Activity [Line Items]
Shares Subject to Options, Outstanding, at beginning of period \| shares	15,943
Shares Subject to Options, Granted \| shares	869
Shares Subject to Options, Exercised \| shares	(1,815)
Shares Subject to Options, Forfeited \| shares	(105)
Shares Subject to Options, Expired \| shares	(633)
Shares Subject to Options, Outstanding, at end of period \| shares	14,259
Shares Subject to Options, Exercisable, at end of period \| shares	11,815
Weighted- Average Exercise Price, Outstanding, at beginning of period \| $ / shares	$ 54.92
Weighted- Average Exercise Price, Granted \| $ / shares	46.15
Weighted- Average Exercise Price, Exercised \| $ / shares	36.22
Weighted- Average Exercise Price, Forfeited \| $ / shares	47.18
Weighted- Average Exercise Price, Expired \| $ / shares	70.30
Weighted- Average Exercise Price, Outstanding, at end of period \| $ / shares	56.14
Weighted- Average Exercise Price, Exercisable, at end of period \| $ / shares	$ 58.47
Weighted- Average Remaining Contractual Term, Outstanding, at end of period, years	4 years 9 months 18 days
Weighted- Average Remaining Contractual Term, Exercisable, at end of period, years	4 years
Aggregate Intrinsic Value, Outstanding, at end of period \| $	$ 141
Aggregate Intrinsic Value, Exercisable, at end of period \| $	$ 110

Stock-Based Compensation Plans (Weighted Average Assumptions Used In The Black-Scholes Option-Pricing Model) (Detail) - $ / shares

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Share Based Payment Award Stock Options Valuation Assumptions [Line Items]

Dividend yield

^[1]

1.70%

2.34%

1.49%

Volatility factors of stock's expected market price

35.00%

36.00%

38.00%

Risk-free interest rate

0.74%

2.04%

2.49%

Expected option lives (in years)

5 years

Dividends paid per share

$ 0.20

[1]	In 2012, 2011 and 2010, we paid dividends at the annual rate of $0.20 per share.

Stock-Based Compensation Plans (Summary Of Activity For Restricted Stock Awards And Units) (Detail) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Stock Based Compensation Activity [Line Items]
Weighted-Average Grant Date Fair Value, Granted	$ 45.91
Restricted Stock Awards And Units [Member]
Stock Based Compensation Activity [Line Items]
Shares, Unvested, at beginning of period	4,216
Shares, Granted	722
Shares, Vested	(2,341)
Shares, Forfeited	(188)
Shares, Unvested, at end of period	2,409	4,216
Weighted-Average Grant Date Fair Value, Unvested, at beginning of period	$ 35.55
Weighted-Average Grant Date Fair Value, Granted	46.89	$ 47.36	$ 36.84
Weighted-Average Grant Date Fair Value, Vested	27.77
Weighted-Average Grant Date Fair Value, Forfeited	41.46
Weighted-Average Grant Date Fair Value, Unvested, at end of period	$ 46.09	$ 35.55

Stock-Based Compensation Plans (Summary Of Activity For Performance Share Units) (Detail) - $ / shares
shares in Thousands

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Stock Based Compensation Activity [Line Items]

Weighted-Average Grant Date Fair Value, Granted

$ 45.91

Performance Share Units [Member]

Stock Based Compensation Activity [Line Items]

Shares, Unvested, at beginning of period

546

Shares, Granted

^[1]

563

Shares, Vested

^[1]

(463)

Shares, Forfeited

Shares, Unvested, at end of period

646

546

Weighted-Average Grant Date Fair Value, Unvested, at beginning of period

$ 30.83

Weighted-Average Grant Date Fair Value, Granted

39.07

^[1]

$ 52.10

$ 36.55

Weighted-Average Grant Date Fair Value, Vested

^[1]

21.00

Weighted-Average Grant Date Fair Value, Forfeited

0.00

Weighted-Average Grant Date Fair Value, Unvested, at end of period

$ 45.05

$ 30.83

[1]	Includes adjustments for achievement of specific performance goals for performance share units granted in prior periods.

Stock-Based Compensation Plans (Summary Of Activity For Performance Share Awards) (Detail) shares in Thousands	12 Months Ended
	Dec. 31, 2012 $ / shares shares
Stock Based Compensation Activity [Line Items]
Weighted-Average Grant Date Fair Value, Granted	$ 45.91
Performance Shares [Member]
Stock Based Compensation Activity [Line Items]
Weighted-Average Grant Date Fair Value, Unvested, at beginning of period	0.00
Weighted-Average Grant Date Fair Value, Granted	45.91
Weighted-Average Grant Date Fair Value, Vested	45.75
Weighted-Average Grant Date Fair Value, Forfeited and expired	45.75
Weighted-Average Grant Date Fair Value, Unvested, at end of period	$ 45.93
Shares, Unvested, at beginning of period \| shares	0
Shares, Granted \| shares	843
Shares, Vested \| shares	(9)
Shares, Forfeited and expired \| shares	(64)
Shares, Unvested, at end of period \| shares	770

Employee Benefit Plans (Narrative) (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Employer contributions into the Associate Savings Plan	$ 167	$ 151	$ 118
Domestic equity target	39.00%
Domestic equity allowable, minimum	34.00%
Domestic equity allowable, maximum	44.00%
International equity target	16.00%
International equity allowable, minimum	11.00%
International equity allowable, maximum	21.00%
Fixed income securities target	45.00%
Fixed income securities range, minimum	35.00%
Fixed income securities range, maximum	55.00%
Defined Pension Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Contributions are expected to be made	$ 1
Other Postretirement Benefits [Member]
Pension Plans, Postretirement and Other Employee Benefits [Line Items]
Contributions are expected to be made	$ 2

Employee Benefit Plans (Schedule Of Changes In Benefit Obligation And Plan Assets) (Detail) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Fair value of plan assets as of beginning of year

$ 221

Fair value of plan assets as of end of year

231

$ 221

Defined Pension Benefits [Member]

Net actuarial loss (gain)

Service cost

Interest cost

Over (under) funded status as of end of year

Defined Pension Benefits [Member] | Benefit Obligation [Member]

Benefit obligation as of beginning of year

198

193

^[1]

(18)

(19)

Net actuarial loss (gain)

Benefit obligation as of end of year

207

198

Defined Pension Benefits [Member] | Plan Assets [Member]