Capital One Financial (COF) 10-K 26 Feb 10 2009 FY Annual report Financial data

Statement Of Financial Position

Statement Of Financial Position Unclassified - Deposit Based Operations (USD $)
In Thousands	Dec. 31, 2009	Dec. 31, 2008
Assets:
Cash and due from banks	$3,100,110	$2,047,839
Federal funds sold and resale agreements	541,570	636,752
Interest bearing deposits at other banks	5,042,944	4,806,752
Cash and cash equivalents	8,684,624	7,491,343
Securities available for sale	38,829,562	31,003,271
Securities held to maturity	80,577	0
Loans held for sale	268,307	68,462
Loans held for investment	90,618,999	101,017,771
Less: Allowance for loan and lease losses	(4,127,395)	(4,523,960)
Net loans held for investment	86,491,604	96,493,811
Accounts receivable from securitizations	7,629,597	6,342,754
Premises and equipment, net	2,735,623	2,313,106
Interest receivable	936,146	827,909
Goodwill	13,596,368	11,964,487
Other	10,393,955	9,408,309
Total assets	169,646,363	165,913,452
Liabilities:
Non-interest bearing deposits	13,438,659	11,293,852
Interest bearing deposits	102,370,437	97,326,937
Total deposits	115,809,096	108,620,789
Senior and subordinated notes	9,045,470	8,308,843
Other borrowings	11,968,461	14,869,648
Interest payable	509,105	676,398
Other	5,724,821	6,825,341
Total liabilities	143,056,953	139,301,019
Stockholders' Equity:
Preferred stock, par value $.01 per share; authorized 50,000,000 shares; zero and 3,555,199 issued or outstanding as of December 31, 2009 and 2008, respectively	0	3,096,466
Common stock, par value $.01 per share; authorized 1,000,000,000 shares; 502,394,396 and 438,434,235 issued as of December 31, 2009 and 2008, respectively	5,024	4,384
Paid-in capital, net	18,954,823	17,278,102
Retained earnings	10,727,368	10,621,164
Accumulated other comprehensive income (loss)	82,654	(1,221,796)
Less: Treasury stock, at cost; 47,224,200 and 46,637,241 shares as of December 31, 2009 and 2008, respectively	(3,180,459)	(3,165,887)
Total stockholders' equity	26,589,410	26,612,433
Total liabilities and stockholders' equity	$169,646,363	$165,913,452

1_Statement Of Financial Positi

Statement Of Financial Position Unclassified - Deposit Based Operations (Parenthetical) (USD $)
	Dec. 31, 2009	Dec. 31, 2008
Preferred stock, par value	0.01	0.01
Preferred stock, authorized	50,000,000	50,000,000
Preferred stock, issued	0	3,555,199
Preferred stock, outstanding	0	3,555,199
Common stock, par value	0.01	0.01
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	502,394,396	438,434,235
Treasury stock, shares	47,224,200	46,637,241

Statement Of Income Interest Ba

Statement Of Income Interest Based Revenue (USD $)
In Thousands, except Per Share data	12 Months Ended Dec. 31, 2009		12 Months Ended Dec. 31, 2008		12 Months Ended Dec. 31, 2007
Interest Income:
Loans held for investment, including past-due fees	$8,757,066		$9,460,378		$9,500,128
Investment Securities	1,610,210		1,224,012		950,972
Other	297,309		427,609		627,056
Total interest income	10,664,585		11,111,999		11,078,156
Interest Expense:
Deposits	2,093,019		2,512,040		2,906,351
Senior and subordinated notes	260,282		444,854		577,128
Other borrowings	614,169		1,006,390		1,064,832
Total interest expense	2,967,470		3,963,284		4,548,311
Net interest income	7,697,115		7,148,715		6,529,845
Provision for loan and lease losses	4,230,111		5,101,040		2,636,502
Net interest income after provision for loan and lease losses	3,467,004		2,047,675		3,893,343
Non-Interest Income:
Servicing and securitizations	2,279,826		3,384,468		4,840,677
Service charges and other customer-related fees	1,997,013		2,232,363		2,057,854
Mortgage servicing and other	14,729		105,038		166,776
Interchange	501,798		562,117		500,484
Net impairment losses recognized in earnings	(31,951)	[1]	(10,916)	[1]	0	[1]
Other	524,737		470,901		488,432
Total non-interest income	5,286,152		6,743,971		8,054,223
Non-Interest Expense:
Salaries and associate benefits	2,477,655		2,335,737		2,592,534
Marketing	588,338		1,118,208		1,347,836
Communications and data processing	740,543		755,989		758,820
Supplies and equipment	499,582		519,687		531,238
Occupancy	450,871		377,192		322,510
Restructuring expense	119,395		134,464		138,237
Goodwill impairment	0		810,876		0
Other	2,540,670		2,157,874		2,386,835
Total non-interest expense	7,417,054		8,210,027		8,078,010
Income from continuing operations before income taxes	1,336,102		581,619		3,869,556
Income tax provision	349,485		497,102		1,277,837
Income from continuing operations, net of tax	986,617		84,517		2,591,719
Loss from discontinued operations, net of tax	(102,836)		(130,515)		(1,021,387)
Net income (loss)	883,781		(45,998)		1,570,332
Net income (loss) available to common shareholders	$319,873		($78,721)		$1,570,332
Basic earnings per common share
Income from continuing operations	0.99		0.14		6.64
Loss from discontinued operations	-0.24		-0.35		-2.62
Net income (loss)	0.75		-0.21		4.02
Diluted earnings per common share
Income from continuing operations	0.98		0.14		6.55
Loss from discontinued operations	-0.24		-0.35		-2.58
Net income (loss)	0.74		-0.21		3.97
Dividends paid per common share	0.53		1.5		0.11
[1]For the year ended December 31, 2009, 2008 and 2007, the Company recorded other-than-temporary impairment losses of $32.0 million, $10.9 million, and zero, respectively. Additional unrealized losses of $181.3 million and zero, respectively, on these securities was recognized in other comprehensive income as a component of stockholders' equity at December 31, 2009 and 2008.

2_Statement Of Income Interest

Statement Of Income Interest Based Revenue (Parenthetical) (USD $)
In Millions	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Other-than-temporary impairment losses	$32	10.9	$0
Additional unrealized losses on these securities was recognized in other comprehensive income	181.3	$0	$0

Statement Of Shareholders Equit

Statement Of Shareholders Equity And Other Comprehensive Income (USD $)
In Thousands, except Share data	Common Stock	Preferred Stock	Paid-In Capital, Net	Retained Earnings	Accumulated Other Comprehensive Income (Loss)		Treasury Stock	Total
Beginning Balance at Dec. 31, 2006	$4,122	$0	$15,333,137	$9,760,184	$266,180		($128,417)	$25,235,206
Beginning Balance (in shares) at Dec. 31, 2006	412,219,973
Cumulative effect from adoption of ASC 740-10/FIN 48				(29,702)				(29,702)
Cumulative effect from adoption of ASC 860-50/FAS 156, net of income taxes of $6,378				8,809				8,809
Comprehensive income:
Net income (loss)				1,570,332				1,570,332
Other comprehensive income (loss), net of income tax:
Unrealized gains (losses) on securities, net of income tax (benefit) of $520,302 in 2009, $421,011 in 2008 and $25,780 in 2007					56,413			56,413
Defined benefit plans, net of income taxes (benefit) of $7,307 in 2009, $54,907 in 2008 and $17,675 in 2007					29,407			29,407
Foreign currency translation adjustments					83,499			83,499
Unrealized gains (losses) on cash flow hedging instruments, net of income taxes (benefit) of $60,904 in 2009, $28,095 in 2008 and $63,804 in 2007					(120,251)			(120,251)
Other comprehensive income (loss)					49,068			49,068
Cash dividends $.53 per share in 2009, $1.50 per share in 2008 and $0.11 per share in 2007				(42,055)				(42,055)
Purchase of treasury stock							(3,024,969)	(3,024,969)
Issuances of common stock and restricted stock, net of forfeitures (in shares)	1,916,402
Issuances of common stock and restricted stock, net of forfeitures	20		37,182					37,202
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)	5,225,783
Exercise of stock options and tax benefits of exercises and restricted stock vesting	51		301,921					301,972
Compensation expense for restricted stock awards and stock options			192,422					192,422
Issuance of common stock for acquisition (in shares)	(137,258)
Issuance of common stock for acquisition	(1)		(10,463)					(10,464)
Allocation of ESOP shares			6,291					6,291
Ending Balance (in shares) at Dec. 31, 2007	419,224,900
Ending Balance at Dec. 31, 2007	4,192	0	15,860,490	11,267,568	315,248		(3,153,386)	24,294,112
Adjustment to initially apply the measurement date provisions for post retirement benefits of ASC 715-20/FAS 158 of the Codification, net of income tax benefit of $317				572	(1,161)			(589)
Comprehensive income:
Net income (loss)				(45,998)				(45,998)
Other comprehensive income (loss), net of income tax:
Unrealized gains (losses) on securities, net of income tax (benefit) of $520,302 in 2009, $421,011 in 2008 and $25,780 in 2007					(805,367)			(805,367)
Defined benefit plans, net of income taxes (benefit) of $7,307 in 2009, $54,907 in 2008 and $17,675 in 2007					(75,432)			(75,432)
Foreign currency translation adjustments					(602,908)			(602,908)
Unrealized gains (losses) on cash flow hedging instruments, net of income taxes (benefit) of $60,904 in 2009, $28,095 in 2008 and $63,804 in 2007					(52,176)			(52,176)
Other comprehensive income (loss)					(1,535,883)			(1,535,883)
Cash dividends $.53 per share in 2009, $1.50 per share in 2008 and $0.11 per share in 2007				(568,255)				(568,255)
Cash dividends-Preferred stock 5% per annum		22,714		(22,714)				0
Purchase of treasury stock							(12,501)	(12,501)
Issuances of common stock and restricted stock, net of forfeitures (in shares)	17,290,281
Issuances of common stock and restricted stock, net of forfeitures	173		767,166					767,339
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)	1,919,054
Exercise of stock options and tax benefits of exercises and restricted stock vesting	19		59,264					59,283
Issuance of preferred stock and warrant		3,063,743	491,456					3,555,199
Accretion of preferred stock discount		10,009		(10,009)				0
Compensation expense for restricted stock awards and stock options			95,048					95,048
Allocation of ESOP shares			4,678					4,678
Ending Balance (in shares) at Dec. 31, 2008	438,434,235
Ending Balance at Dec. 31, 2008	4,384	3,096,466	17,278,102	10,621,164	(1,221,796)		(3,165,887)	26,612,433
Comprehensive income:
Net income (loss)				883,781				883,781
Other comprehensive income (loss), net of income tax:
Unrealized gains (losses) on securities, net of income tax (benefit) of $520,302 in 2009, $421,011 in 2008 and $25,780 in 2007					995,715	[1]		995,715
Defined benefit plans, net of income taxes (benefit) of $7,307 in 2009, $54,907 in 2008 and $17,675 in 2007					13,289			13,289
Foreign currency translation adjustments					201,252			201,252
Unrealized gains (losses) on cash flow hedging instruments, net of income taxes (benefit) of $60,904 in 2009, $28,095 in 2008 and $63,804 in 2007					94,194			94,194
Other comprehensive income (loss)					1,304,450			1,304,450
Cash dividends $.53 per share in 2009, $1.50 per share in 2008 and $0.11 per share in 2007				(213,669)				(213,669)
Cash dividends-Preferred stock 5% per annum		(22,714)		(82,461)				(105,175)
Purchase of treasury stock							(14,572)	(14,572)
Issuances of common stock and restricted stock, net of forfeitures (in shares)	61,041,008
Issuances of common stock and restricted stock, net of forfeitures	610		1,535,520					1,536,130
Exercise of stock options and tax benefits of exercises and restricted stock vesting (in shares)	358,552
Exercise of stock options and tax benefits of exercises and restricted stock vesting	4		(6,885)					(6,881)
Accretion of preferred stock discount		33,554		(33,554)				0
Redemption of preferred stock		(3,107,306)		(447,893)				(3,555,199)
Compensation expense for restricted stock awards and stock options			116,023					116,023
Issuance of common stock for acquisition (in shares)	2,560,601
Issuance of common stock for acquisition	26		30,830					30,856
Allocation of ESOP shares			1,233					1,233
Ending Balance (in shares) at Dec. 31, 2009	502,394,396
Ending Balance at Dec. 31, 2009	$5,024	$0	$18,954,823	$10,727,368	$82,654		($3,180,459)	$26,589,410
[1]Unrealized losses not related to credit on other-than-temporarily impaired securities of $116.8 million (net of income tax of $64.5 million) was reported in other comprehensive income as of December 31, 2009. The credit-related impairment of $31.6 million on these securities is recorded in the Consolidated Statements of Income for the year ended December 31, 2009.

3_Statement Of Shareholders Equ

Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $)
In Hundreds	Accumulated Other Comprehensive Income (Loss)	Total
Unrealized losses not related to credit on other-than-temporarily impaired securities was reported in other comprehensive income.	$1,168
Unrealized losses not related to credit on other-than-temporarily impaired securities was reported in other comprehensive income, income tax	645
Credit-related impairment on these securities is recorded in the Consolidated Statements of Income.	$316

Statement Of Cash Flows Indirec

Statement Of Cash Flows Indirect Deposit Based Operations (USD $)
In Thousands	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Operating Activities:
Income from continuing operations, net of tax	$986,617	$84,517	$2,591,719
Loss from discontinued operations, net of tax	(102,836)	(130,515)	(1,021,387)
Net income (loss)	883,781	(45,998)	1,570,332
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan and lease losses	4,230,111	5,101,040	2,636,502
Depreciation and amortization, net	682,603	691,430	678,757
Net gains on sales of securities available for sale	(218,355)	(12,791)	(69,976)
Goodwill impairment	0	810,876	0
Gains on sales of auto loans	0	(2,428)	(10,960)
Gains on extinguishment/repurchase of debt/senior notes	0	(53,860)	(17,444)
Loans held for sale:
Transfers in and originations	(1,194,239)	(1,949,263)	(404,831)
(Gains) losses on sales	399	(31,016)	(87,521)
Proceeds from sales	1,228,468	2,211,225	6,171,912
Stock plan compensation expense	145,831	111,646	229,228
Changes in assets and liabilities, net of effects from purchase of companies acquired:
(Increase) decrease in interest receivable	(108,237)	11,408	(35,017)
(Increase) in accounts receivable from securitizations	(1,286,843)	(1,624,875)	(130,439)
(Increase) decrease in other assets	572,820	(3,107,565)	(2,257,798)
Increase (decrease) in interest payable	(167,293)	44,789	56,846
Increase (decrease) in other liabilities	(1,955,446)	1,201,973	1,277,833
Net cash provided by (used in) operating activities attributable to discontinued operations	(16,653)	126,384	3,293,456
Net cash provided by operating activities	2,796,947	3,482,975	12,900,880
Investing Activities:
Purchases of securities available for sale	(27,827,065)	(21,697,629)	(12,717,204)
Proceeds from maturities of securities available for sale	9,540,958	6,676,800	6,026,680
Proceeds from sales of securities available for sale	13,410,010	2,627,973	2,307,825
Proceeds from securitizations of loans	12,068,309	10,046,699	12,641,050
Net (increase) decrease in loans held for investment	1,932,677	(13,588,497)	(18,895,193)
Principal recoveries of loans previously charged off	774,389	669,938	619,678
Additions of premises and equipment	(231,624)	(356,327)	(437,545)
Net cash acquired from (paid for) acquisitions	778,166	0	(10,464)
Net cash provided by investing activities attributable to discontinued operations	602	11,642	0
Net cash provided by (used in) investing activities	10,446,422	(15,609,401)	(10,465,173)
Financing Activities:
Net increase (decrease) in deposits	(6,368,332)	25,859,613	(3,009,716)
Net increase (decrease) in other borrowings	(5,911,914)	(11,930,014)	6,853,338
Maturities of senior notes	(1,447,365)	(1,802,395)	(462,500)
Repurchases of senior notes	0	(1,120,724)	(150,000)
Redemptions of acquired company debt and noncontrolling interest	(464,915)	0	0
Issuance of senior and subordinated notes and junior subordinated debentures	4,500,000	0	1,495,740
Purchases of treasury stock	(14,572)	(12,501)	(3,024,969)
Dividends paid-common stock	(213,669)	(568,255)	(42,055)
Dividends paid-preferred stock	(105,175)	0	0
Net proceeds from issuances of common stock	1,537,363	772,017	43,493
Net (payments)/proceeds from issuance/(redemption) of preferred stock and warrants	(3,555,199)	3,555,199	0
Proceeds from share based payment activities	(6,881)	59,283	301,911
Net cash provided by (used in) financing activities attributable to discontinued operations	571	(15,863)	(4,280,036)
Net cash provided by (used in) financing activities	(12,050,088)	14,796,360	(2,274,794)
Increase in cash and cash equivalents	1,193,281	2,669,934	160,913
Cash and cash equivalents at beginning of year	7,491,343	4,821,409	4,660,496
Cash and cash equivalents at end of year	$8,684,624	$7,491,343	$4,821,409

Significant Accounting Policies

Significant Accounting Policies
	12 Months Ended Dec. 31, 2009 USD / shares
Significant Accounting Policies	Note 1 Significant Accounting Policies Business Capital One Financial Corporation (the Corporation) is a diversified financial services company whose banking and non-banking subsidiaries market a variety of financial products and services. The Corporations principal subsidiaries are: Capital One Bank (USA), National Association (COBNA) which currently offers credit and debit card products, other lending products and deposit products. Capital One, National Association (CONA) which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients. On February27, 2009, the Corporation acquired Chevy Chase Bank, F.S.B. (Chevy Chase Bank) for $475.9 million comprised of cash of $445.0 million and 2.56million shares of common stock valued at $30.9 million. Chevy Chase Bank has the largest retail branch presence in the Washington D.C. region. See Note 2- Acquisition of Chevy Chase Bank for more information regarding the acquisition. Final goodwill of $1.6 billion was calculated as the purchase premium after adjusting for the fair value of net assets acquired and represents the value expected from the synergies created through the scale, operational and product enhancement benefits that will result from combining the operations of the two companies. On July30, 2009, the Company merged Chevy Chase Bank with and into CONA. During the third quarter of 2009, the Company realigned its business segment reporting structure to better reflect the manner in which the performance of the Companys operations is evaluated. The Company now reports the results of its business through three operating segments: Credit Card, Commercial Banking and Consumer Banking. Segment results where presented have been recast for all periods presented. The three segments consist of the following: Credit Card includes the Companys domestic consumer and small business card lending, domestic national small business lending, national closed end installment lending and the international card lending businesses in Canada and the United Kingdom. Commercial Banking includes the Companys lending, deposit gathering and treasury management services to commercial real estate and middle market customers. The Commercial segment also includes the financial results of a national portfolio of small ticket commercial real estate loans that are in run-off mode. Consumer Banking includes the Companys branch based lending and deposit gathering activities for small business customers as well as its branch based consumer deposit gathering and lending activities, national deposit gathering, consumer mortgage lending and servicing activities and national automobile lending. The segment reorganization includes the allocation of Chevy Chase Bank to the appropriate segments. Chevy Chase Banks operations are included in the Commercial Banking and Consumer Banking segments beginning in the second quarter 2009 but remained in Other for the first quarter due to the short duration since acquisition. The Other category includes GreenPoint originated consumer mortgages originated for sa

Acquisition of Chevy Chase Bank

Acquisition of Chevy Chase Bank
	12 Months Ended Dec. 31, 2009 USD / shares
Acquisition of Chevy Chase Bank	Note 2 Acquisition of Chevy Chase Bank On February27, 2009, the Company acquired all of the outstanding common stock of Chevy Chase Bank in exchange for Capital One common stock and cash with a total value of $475.9 million. Under the terms of the stock purchase agreement, Chevy Chase Bank common shareholders received $445.0 million in cash and 2.56million shares of Capital One common stock. In addition, to the extent that losses on certain of Chevy Chase Banks mortgage loans are less than the level reflected in the net expected principal losses estimated at the time the deal was signed, the Company will share a portion of the benefit with the former Chevy Chase Bank common shareholders (the earn-out). The maximum payment under the earn-out is $300.0 million and would occur after December31, 2013. As of December31, 2009, the Company has not recognized a liability nor does it expect to make any payments associated with the earn-out based on our expectations for credit losses on the portfolio. Subsequent to the closing of the acquisition all of the outstanding shares of preferred stock of Chevy Chase Bank and the subordinated debt of its wholly-owned REIT (Real Estate Investment Trust) subsidiary, were redeemed. This acquisition improves the Companys core deposit funding base, increases readily available and committed liquidity, adds additional scale in bank operations, and brings a strong customer base in an attractive banking market. Chevy Chase Banks results of operations are included in the Companys results after the acquisition date of February27, 2009. The Chevy Chase Bank acquisition is being accounted for under the acquisition method of accounting following the provisions of ASC 805-10/SFAS No.141(R). This Statement replaced SFAS 141, Business Combinations, retaining the fundamental requirements in SFAS 141, however broadening the scope by applying to all transactions and other events in which one entity obtains control over one or more other businesses. ASC 805-10/SFAS No.141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date, with limited exceptions, thereby replacing SFAS 141s cost-allocation process. This Statement also changes the requirements for recognizing acquisition related costs, restructuring costs, and assets acquired and liabilities assumed arising from contingencies. Accordingly, the purchase price was allocated to the acquired assets and liabilities based on their estimated fair values at the Chevy Chase Bank acquisition date, as summarized in the table below. Initial goodwill of $1.1 billion was calculated as the purchase premium after adjusting for the fair value of net assets acquired. Throughout 2009, the Company continued the analysis of the fair values and purchase price allocation of Chevy Chase Banks assets and liabilities which resulting in purchase accounting adjustments and an increase to goodwill of $510.9 million. Goodwill of $1.6 billion represents the value expected from the synergies created through the scale, operational and product enhancement benefits

Loans Acquired in a Transfer

Loans Acquired in a Transfer
	12 Months Ended Dec. 31, 2009 USD / shares
Loans Acquired in a Transfer	Note 3 Loans Acquired in a Transfer The Companys acquired loans from the Chevy Chase Bank acquisition are initially recorded at fair value and no separate valuation allowance is recorded at the date of acquisition. The Company is required to review each loan at acquisition to determine if it should be accounted for under ASC 310-10/SOP03-3 and if so, determines whether each loan is to be accounted for individually or whether loans will be aggregated into pools of loans based on common risk characteristics. The Company has performed its analysis of the loans to be accounted for as impaired under ASC 310-10/SOP03-3 (Impaired Loans in the tables below). For the loans acquired with the Chevy Chase Bank acquisition that are not within the scope of ASC 310-10/SOP03-3 (Non-Impaired Loans in the tables below), the Company followed the income recognition and disclosure guidance in ASC 310-10/SOP 03-3. During the evaluation of whether a loan was considered impaired under ASC 310-10/SOP03-3 or performing under ASC 805-10/SFAS 141(R), the Company considered a number of factors, including the delinquency status of the loan, payment options and other loan features (i.e. reduced documentation, interest only, or negative amortization features), the geographic location of the borrower or collateral and the risk rating assigned to the loans. Based on the criteria, the Company considered the entire Chevy Chase Bank option arm, hybrid arm and construction to permanent portfolios to be impaired and accounted for under ASC 310-10/SOP03-3. Portions of the Chevy Chase Bank commercial, auto, fixed mortgage, home equity, and other consumer loan portfolios were also considered impaired. The Company makes an estimate of the total cash flows it expects to collect from the pools of loans, which includes undiscounted expected principal and interest. The excess of that amount over the fair value of the loans is referred to as accretable yield. Accretable yield is recognized as interest income on a level-yield basis over the life of the loans. The Company also determines the loans contractual principal and contractual interest payments. The excess of contractual amounts over the total cash flows expected to be collected from the loans is referred to as nonaccretable difference, which is not accreted into income. Judgmental prepayment assumptions are applied to both contractually required payments and cash flows expected to be collected at acquisition. The Company continues to estimate cash flows expected to be collected over the life of the loans. Subsequent increases in total cash flows expected to be collected are recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the loans. Subsequent decreases in cash flows expected to be collected over the life of the loans are recognized as impairment in the current period through allowance for loan loss. In conjunction with the Chevy Chase Bank acquisition, the acquired loan portfolio was accounted for under ASC 310-10/SOP03-3 or ASC 805-10/SFAS 141(R) at fair value and are as follows: At Acquisition (In Thousands) Impa

Discontinued Operations

Discontinued Operations
	12 Months Ended Dec. 31, 2009 USD / shares
Discontinued Operations	Note 4 Discontinued Operations Shutdown of Mortgage Origination Operations of Wholesale Mortgage Banking Unit In the third quarter of 2007, the Company shut down the mortgage origination operations for GreenPoint of its wholesale mortgage banking unit, GreenPoint Mortgage (GreenPoint). GreenPoint was acquired by the Company in December 2006 as part of the North Fork acquisition. The results of the mortgage origination operations of GreenPoint have been accounted for as a discontinued operation and have been removed from the Companys results from continuing operations for the year ended December31, 2009, 2008 and 2007. The Company will have no significant continuing involvement in the operations of the originate and sell business of GreenPoint. The loss from discontinued operations for the years ended December31, 2009, 2008 and 2007 includes an expense of $162.3 million, $103.7 million and $84.5 million, respectively, recorded in non-interest expense, for representations and warranties provided by the Company on loans previously sold to third parties by GreenPoints mortgage origination operation. The expense for representations and warranties is offset by a valuation adjustment for expected returns of spread account funding for certain securitization transactions. The following is summarized financial information for discontinued operations related to the closure of the Companys wholesale mortgage banking unit: Year Ended December31, 2009 Year Ended December31, 2008 Year Ended December31, 2007 Net interest income (loss) $ (2,306 ) $ 6,939 $ 62,402 Non-interest income 31,675 5,544 140,245 Provision for loan and lease losses 80,151 Non-interest expense 188,805 214,957 1,358,719 Income tax benefit (56,600 ) (71,959 ) (214,836 ) Loss from discontinued operations, net of taxes $ (102,836 ) $ (130,515 ) $ (1,021,387 ) The Companys mortgage origination operations of its wholesale mortgage banking unit had assets of approximately $23.8 million and $35.0 million as of December31, 2009 and 2008, respectively, consisting of $19.9 million and $19.3 million, respectively, of mortgage loans held for sale and other related assets. The related liabilities consisted of obligations to fund these assets, and obligations for representations and warranties provided by the Company on loans previously sold to third parties.

Segments

Segments
	12 Months Ended Dec. 31, 2009 USD / shares
Segments	Note 5 Segments During 2009, the Company realigned its business segment reporting structure to better reflect the manner in which the performance of the Companys operations is evaluated. The Company now reports the results of its business through three operating segments: Credit Card, Commercial Banking and Consumer Banking. Segment results where presented have been recast for all periods presented. The three segments consist of the following: Credit Card includes the Companys domestic consumer and small business card lending, domestic national small business lending, national closed end installment lending and the international card lending businesses in Canada and the United Kingdom. Commercial Banking includes the Companys lending, deposit gathering and treasury management services to commercial real estate and middle market customers. The Commercial Banking segment also includes the financial results of a national portfolio of small ticket commercial real estate loans that are in run-off mode. Consumer Banking includes the Companys branch based lending and deposit gathering activities for small business customers as well as its branch based consumer deposit gathering and lending activities, national deposit gathering, consumer mortgage lending and servicing activities and national automobile lending. Chevy Chase Banks operations are included in the Commercial Banking and Consumer Banking segments beginning in the second quarter 2009. Chevy Chase Banks operations for the first quarter of 2009 remain in the Other category due to the short duration since acquisition. The Other category includes GreenPoint originated consumer mortgages originated for sale but held for investment since originations were suspended in 2007, the results of corporate treasury activities, including asset-liability management and the investment portfolio, the net impact of transfer pricing, brokered deposits, certain unallocated expenses, gains/losses related to the securitization of assets, and restructuring charges related to the Companys cost initiative and Chevy Chase Bank acquisition. The Company maintains its books and records on a legal entity basis for the preparation of financial statements in conformity with U.S. GAAP. The following tables present information prepared from the Companys internal management information systems, which is maintained based on managed financial statement view and on a line of business level through allocations from the consolidated financial results. The following tables present certain information regarding our continuing operations by segment: Year Ended December31, 2009 Total Company Credit Card Commercial Banking Consumer Banking Other Total Managed(1) Securitization Adjustment(1) Total Reported Net interest income $ 7,542,462 $ 1,144,388 $ 3,230,597 $ 172,048 $ 12,089,495 $ (4,392,380 ) $ 7,697,115 Non-interest income 3,746,789 171,548 755,188 73,247 4,746,772 539,380 5,286,152 Provision for loan and lease losses 6,051,492

Securities Available for Sale

Securities Available for Sale
	12 Months Ended Dec. 31, 2009 USD / shares
Securities Available for Sale	Note 6 Securities Available for Sale Expected maturities aggregated by investment category, gross unrealized gains and gross unrealized losses on securities available-for sale as of December31, 2009 and 2008, respectively, were as follows: Expected Maturity Schedule 1Yearor Less 15 Years 510 Years Over 10 Years Market Value Totals Gross Unrealized Gains Gross Unrealized Losses Amortized Cost Totals December31, 2009 U.S.TreasuryandotherU.S. government agency obligations U.S. Treasury $ $ 391,694 $ $ $ 391,694 $ 12,883 $ $ 378,811 Fannie Mae (FNMA) 129,320 106,986 236,306 8,813 227,493 Freddie Mac (FHLMC) 212,656 26,995 239,651 12,986 269 226,934 Other GSE and FDIC Debt Guaranteed Program (DGP) 1,055 1,055 59 996 Total U.S. Treasury and other U.S. government agency obligations 129,320 712,391 26,995 868,706 34,741 269 834,234 Collateralized mortgage obligations (CMO) FNMA 33,594 2,419,448 2,084,777 4,537,819 92,895 30,079 4,475,003 FHLMC 83,218 1,654,603 816,492 2,554,313 75,372 8,210 2,487,151 Ginnie Mae (GNMA) 31,488 184,701 990,974 1,207,163 4,409 8,914 1,211,668 Non GSE 95,280 1,233,175 3,069 7,209 1,338,733 269,587 1,608,320 Expected Maturity Schedule 1Yearor Less 15 Years 510 Years Over 10 Years Market Value Totals Gross Unrealized Gains Gross Unrealized Losses Amortized Cost Totals Total CMO 243,580 5,491,927 3,895,312 7,209 9,638,028 172,676 316,790 9,782,142 Mortgage backed securities (MBS) FNMA 20,313 3,209,823 4,368,517 408,256 8,006,909 255,028 25,517 7,777,398 FHLMC 115,672 2,315,066 1,452,050 232,216 4,115,004 140,367 10,956 3,985,593 GNMA 16 73,747 7,662,008 7,735,771 70,992 552 7,665,331 Other GSE 832 832 1 4 835 Non GSE 33,926 600,247 191,492 825,665 184,927 1,010,592 Total MBS 169,927 6,199,715 13,674,067 640,472 20,684,181 466,388 221,956 20,439,749 Asset-backed securities 3,003,399 3,907,901 280,306 7,191,606 153,588 5,400 7,043,418 Other 165,905 120,051 16,633 144,452 447,041 12,483 4,708 439,266

Loans Held for Investment, Allo

Loans Held for Investment, Allowance for Loan and Lease Losses and Unfunded Lending Commitments
	12 Months Ended Dec. 31, 2009 USD / shares
Loans Held for Investment, Allowance for Loan and Lease Losses and Unfunded Lending Commitments	Note 7 Loans Held for Investment, Allowance for Loan and Lease Losses and Unfunded Lending Commitments The composition of the loans held for investment portfolio was as follows: December31 2009 2008 Consumer loans: Credit cards Domestic $ 13,373,383 $ 20,623,950 International 2,229,321 2,872,293 Total credit cards 15,602,704 23,496,243 Installment loans Domestic 6,693,165 10,130,677 International 43,890 119,320 Total installment loans 6,737,055 10,249,997 Auto loans 18,186,064 21,494,436 Mortgage loans 14,893,187 10,098,430 Retail Banking 5,135,242 5,603,696 Total consumer loans 60,554,252 70,942,802 Commercial loans Commercial and multi family real estate 13,843,158 13,303,081 Middle Market 10,061,819 10,081,823 Specialty Lending 3,554,563 3,547,287 Small ticket commercial real estate 2,153,510 2,609,123 Total Commercial loans 29,613,050 29,541,314 Other loans 451,697 533,655 Total reported loans held for investment $ 90,618,999 $ 101,017,771 Loans totaling approximately $853.4 million and $998.6 million, representing amounts which were greater than 90 days past due, were included in the Companys reported loan portfolio as of December31, 2009 and 2008, respectively. As of December31, 2009 and 2008, the Company had $1.3 billion and $0.8 billion, respectively, in non-performing loans. Loans that were considered individually impaired in accordance with SFAS No.114, Accounting by Creditors for Impairment of a Loan, (ASC 310-10/ SFAS 114) at December31, 2009 and 2008 were $787.8 million and $461.2 million, respectively. The Company had a corresponding specific allowance for loan and lease losses of $114.9 million and $64.3 million at December31, 2009 and 2008, respectively, relating to impaired loans of $385.6 million and $272.2 million at December31, 2009 and 2008, respectively. The average balance of impaired loans was $759.8 million in 2009 and $271.9 million in 2008. Interest income recognized during 2009 and 2008 related to impaired loans was not material. Allowance for Loan and Lease Losses The following is a summary of changes in the allowance for loan and lease losses: Year Ended December31 2009 2008 2007 Balance at beginning of year $ 4,523,960 $ 2,963,000 $ 2,180,000 Provision for loan and lease losses from continuing operations 4,230,111 5,101,040 2,636,502 Provision for loan and lease losses from discontinued operations 80,151 Other (59,042 ) (61,909 ) 26,888 Charge-offs (5,342,023 ) (4,151,231 ) (2,580,219 ) Principal recoveries 774,389 673,060 619,678 Net charge-offs (4,567,634 ) (3,478,171 ) (1,960,541 ) Balance at end of year

Premises, Equipment & Lease Com

Premises, Equipment & Lease Commitments
	12 Months Ended Dec. 31, 2009 USD / shares
Premises, Equipment & Lease Commitments	Note 8 Premises, Equipment Lease Commitments Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. The Company capitalizes direct costs (including external costs for purchased software, contractors, consultants and internal staff costs) for internally developed software projects that have been identified as being in the application development stage. Depreciation and amortization expenses are computed generally by the straight-line method over the estimated useful lives of the assets. Useful lives for premises and equipment are as follows: Premises Equipment Useful Lives Buildings and improvement 5-39 years Furniture and equipment 3-10 years Computers and software 3-7 years Premises and equipment were as follows: December31 2009 2008 Land $ 582,685 $ 424,409 Buildings and improvements 1,836,218 1,529,827 Furniture and equipment 1,237,315 1,144,606 December31 2009 2008 Computer software 922,143 836,465 In process 239,217 257,333 4,817,578 4,192,640 Less: Accumulated depreciation and amortization (2,081,955 ) (1,879,534 ) Total premises and equipment, net $ 2,735,623 $ 2,313,106 Depreciation and amortization expense from continuing operations was $327.1 million, $331.2 million, and $308.8 million, for the years ended December31, 2009, 2008 and 2007, respectively. As discussed in Note 2- Acquisition of Chevy Chase Bank, the Company completed its acquisition of Chevy Chase Bank in February 2009. The acquisition added: $159.3 million in land, $247.8 million in buildings and improvements, $69.4 million of furniture and equipment, $42.1 million of computer software and $10.8 million of construction in process at December31, 2009, which are reflected in the table above. Lease Commitments Certain premises and equipment are leased under agreements that expire at various dates through 2035, 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 $182.6 million, $163.8 million and $136.1 million for the years ended December31, 2009, 2008 and 2007, respectively. Future minimum rental commitments as of December31, 2009, for all non-cancelable operating leases with initial or remaining terms of one year or more are as follows: 2010 $ 170,889 2011 159,723 2012 153,467 2013 146,450 2014 138,148 Thereafter 849,208 Total $ 1,617,885 Minimum sublease rental income of $37.4 million, due in future years under non-cancelable leases, has not been included in the table above as a reduction to minimum lease payments.

Fair Values of Assets and Liabi

Fair Values of Assets and Liabilities
	12 Months Ended Dec. 31, 2009 USD / shares
Fair Values of Assets and Liabilities	Note 9 Fair Values of Assets and Liabilities SFAS No.157, Fair Value Measurements, (ASC 820-10/SFAS157) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10/SFAS157 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10/SFAS157 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are: Level 1Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities. Level 2Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3Valuation is determined using model-based techniques with significant assumptions not observable in the market. These unobservable assumptions reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of third party pricing services, option pricing models, discounted cash flow models and similar techniques. SFAS No.159, The Fair Value Option for Financial Assets and Liabilities, (ASC 825-10/SFAS 159) allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Company has not made any material ASC 825-10/SFAS 159 elections as of and for the years December31, 2009 and 2008. Assets and Liabilities Measured at Fair Value on a Recurring Basis December31, 2009 Fair Value Measurements Using (3) Level 1 Level 2 Level 3 Assets/Liabilities at Fair Value Assets Securities available for sale U.S. Treasury and other U.S. Govt agency $ 391,694 $ 477,012 $ $ 868,706 Collateralized mortgage obligations 8,656,133 981,895 9,638,028 Mortgage-backed securities 20,198,146 486,035 20,684,181 Asset-backed securities 7,178,495 13,111 7,191,606 Other 72,774 348,776 25,491 447,041 Total securities available for sale $ 464,468 $ 36,858,562 $ 1,506,532 $ 38,829,562 Other assets Mortgage servicing rights 239,651 239,651 Derivative receivables(1) (3) 3,

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets
	12 Months Ended Dec. 31, 2009 USD / shares
Goodwill and Other Intangible Assets	Note 10 Goodwill and Other Intangible Assets During the first quarter of 2009, the Company acquired Chevy Chase Bank, the largest retail branch presence in the Washington, D.C. region, which created $1.6 billion of goodwill. During 2009, the Company realigned its business segment reporting structure to better reflect the manner in which the performance of the Companys operations are evaluated. The Company now reports the results of its business through three operating segments: Credit Card, Commercial Banking and Consumer Banking. As a result of the segment reorganization, goodwill was reassigned to the new reporting units using a relative fair value allocation approach and the goodwill associated with the Chevy Chase Bank acquisition was assigned to the Commercial Banking and Consumer Banking segments. Prior to the segment reorganization in 2009, goodwill associated with the acquisition was included in the Other category. See Note 2- Acquisition of Chevy Chase Bank for information regarding the Chevy Chase Bank acquisition. In accordance with the requirements of SFAS No.142, Goodwill and Other Intangible Assets, (ASC 350-20/SFAS 142) 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. The Companys reporting units are Domestic Card, International Card, Auto Finance, Commercial Banking and Consumer Banking. The goodwill impairment test, performed at October1 of each year, is a two-step test. The first step identifies whether there is potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is required to measure the amount of any impairment loss. For the 2009 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 units 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 units 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 the Companys external cost of equity with adjustments for risk inherent in each reporting unit. Discount rates

Deposits and Borrowings

Deposits and Borrowings
	12 Months Ended Dec. 31, 2009 USD / shares
Deposits and Borrowings	Note 11 Deposits and Borrowings Borrowings as of December31, 2009 and December31, 2008 were as follows: December31,2009 December31,2008 Deposits Non-interest bearing deposits $ 13,438,659 $ 11,293,852 Interest-bearing deposits (1) 102,370,437 97,326,937 Total deposits $ 115,809,096 $ 108,620,789 Senior and subordinated notes Bank notes: 5.00% Senior Fixed Notes par value of $417,539 due 2009 $ $ 417,419 5.75% Senior Fixed Notes par value of $516,722 due 2010 516,696 516,621 5.125% Senior Fixed Notes par value of $274,696 due 2014 274,560 274,520 9.25% Subordinated Fixed Notes par value of $150,000 due 2010 154,319 159,851 6.50% Subordinated Fixed Notes par value of $500,000 due 2013 499,383 499,216 8.80% Subordinated Fixed Notes par value of $1,500,000 due 2019 1,499,452 Fair value hedge-related basis adjustments 52,667 55,800 Corporation notes: 5.70% Senior Fixed Notes par value of $854,451 due 2011 854,288 854,135 4.80% Senior Fixed Notes par value of $282,335 due 2012 281,975 281,815 6.25% Senior Fixed Notes par value of $277,665 due 2013 277,049 276,903 7.375% Senior Fixed Notes par value of $1,000,000 due 2014 995,548 5.50% Senior Fixed Notes par value of $375,005 due 2015 374,790 374,745 5.25% Senior Fixed Notes par value of $226,290 due 2017 225,777 225,712 6.75% Senior Fixed Notes par value of $1,341,045 due 2017 1,337,849 1,337,466 5.875% Subordinated Fixed Notes par value of $350,000 due 2012 355,108 356,888 5.35% Subordinated Fixed Notes par value of $100,000 due 2014 98,646 98,379 6.15% Subordinated Fixed Notes par value of $1,000,000 due 2016 997,689 997,365 Floating Rate Senior Notes due 2009(2) 1,029,826 Fair value hedge-related basis adjustments 249,674 552,182 Total senior and subordinated notes $ 9,045,470 $ 8,308,843 Other borrowings Junior subordinated debentures 8.00% Subordinated Fixed Notes par value of $103,093 due 2027 $ 108,789 $ 108,937 8.17% Subordinated Fixed Notes par value of $46,547 due 2028 49,564 49,639 3.301% Subordinated Floating Notes par value of $10,310 due 2033 (3) 10,843 10,851 7.686% Subordinated Fixed Notes par value of $651,000 due 2036 650,962 650,911 6.745% Subordinated Fixed Notes par value of $500,010 due 2037 499,991 499,956 10.25% Subordinated Fixed Notes par value of $1,000,010 due 2039 988,291 8.875% Subordinated Fixed Notes par value of $1,000,010 due 2040 986,881 7.50% Subordinated Fixed Notes par value of $346,000 due 2066 346,000 346,000 Unamortized Fees (972 ) (18,026 ) Total junior subordinated debentures $ 3,640,349 $ 1,648,268 Se

Stock Plans

Stock Plans
	12 Months Ended Dec. 31, 2009 USD / shares
Stock Plans	Note 12 Stock Plans The Company has one active stock-based employee compensation plan. Under the plan, the Company reserves common shares for issuance in various forms including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance share units. The following table provides the number of reserved common shares and the number of common shares available for future issuance for the Companys active stock-based compensation plan as of December31, 2009, 2008 and 2007. The ability to issue grants from the 1999 Non-Employee Directors Stock Incentive Plan and other plans were terminated in 2009 and 2004, respectively. Available For Issuance Plan Name Shares Reserved 2009 2008 2007 2004 Stock Incentive Plan 40,000,000 (1) 17,789,099 4,505,558 7,862,529 (1) On April20, 2009 the Board authorized an increase in shares reserved of 20million shares to 40million shares in total. Generally the exercise price of stock options, or value of restricted stock awards, will equal the fair market value of the Companys stock on the date of grant. The maximum contractual term for options is ten years, and option vesting is determined at the time of grant. The vesting for most options is 331/3 percent per year beginning with the first anniversary of the grant date. For restricted stock, the vesting is usually 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date or three years from the date of grant. The Company also issues cash equity units which are recorded as liabilities as the expense is recognized. Cash equity units are not issued out of the Companys stock-based compensation plans because they are settled with a cash payment for each unit vested equal to the fair market value of the Companys stock on the vesting date. Cash equity units vest 25 percent on the first and second anniversaries of the grant date and 50 percent on the third anniversary date or three years from the date of grant. The Company recognizes compensation expense on a straight line basis over the entire awards vesting period for any awards with graded vesting. Total compensation expense recognized for share based compensation during the years 2009, 2008 and 2007 was $146.3 million, $112.2 million and $230.0 million, respectively. The total income tax benefit recognized in the consolidated statement of income for share based compensation arrangements during the years 2009, 2008 and 2007 was $51.2 million, $39.3 million and $80.5 million, respectively. Stock option expense is based on per option fair values, estimated at the grant date using a Black-Scholes option-pricing model. The fair value of options granted during 2009, 2008 and 2007 was estimated using the weighted average assumptions summarized below: Assumptions 2009 2008 2007 Dividend yield (1) 4.79 % 3.20 % 1.53 % Volatility factors of stocks expected market price 43 % 28 % 27 % Average risk-free interest rate 1.79 % 2.89 % 4.05 % Expec

Shareholders' Equity, Other Com

Shareholders' Equity, Other Comprehensive Income and Earnings Per Common Share
	12 Months Ended Dec. 31, 2009 USD / shares
Shareholders' Equity, Other Comprehensive Income and Earnings Per Common Share	Note 13 Shareholders Equity, Other Comprehensive Income and Earnings Per Common Share Preferred Shares On November14, 2008, the Company entered into an agreement (the Securities Purchase Agreement) to issue 3,555,199 Fixed Rate Cumulative Perpetual Preferred Shares, Series A, par value $0.01 per share (the Series A Preferred Stock), to the United States Department of the Treasury (U.S. Treasury) as part of the Companys participation in the CPP, having a liquidation amount per share equal to $1,000. The Series A Preferred Stock paid cumulative dividend at a rate of 5%per year for the first five years and thereafter at a rate of 9%per year. In addition, the Company issued a warrant (the Warrants) to purchase 12,657,960 of the Companys common shares to the U.S. Treasury as part of the Securities Purchase Agreement. The Warrant has an exercise price of $42.13 per share and expires ten years from the issuance date. The Company received proceeds of $3.55 billion for the Series A Preferred Stock and the Warrant. The Company allocated the proceeds based on a relative fair value basis between the Series A Preferred Stock and the Warrant, recording $3.06 billion and $491.5 million, respectively. The $3.06 billion of Series A Preferred Stock is net of a discount of $491.5 million. The discount is accreted to the $3.55 billion liquidation preference amount over a five year period. The accretion of the discount and dividends on the preferred stock reduce net income available to common shareholders. On June17, 2009, the Company repurchased all 3,555,199 preferred shares at par, under the TARP Capital Purchase Program for approximately $3.57 billion including accrued dividends. With the repurchase, the remaining accretion of the discount of $461.7 million was accelerated and treated as dividend which reduced income available to common shares. On December9, 2009, the warrants were sold by the U.S. Treasury for $11.75 per warrant. The sale by the U.S. Treasury had no impact on the Companys equity and the warrants remain outstanding and are included in paid in capital. Common Shares Secondary Equity Offering On May11, 2009, the company raised $1.5 billion through the issuance of 56,000,000 shares of common stock at $27.75 per share. On September30, 2008, the Company raised $760.8 million through the issuance of 15,527,000 shares of common stock at $49 per share. Share Repurchases On January31, 2008, the Companys Board of Directors authorized the repurchase of up to $2.0 billion of the Companys common stock. The Company did not repurchase any shares during 2009 or 2008 under this authorization due to market conditions. The Company has no intention to repurchase shares at this time. On January25, 2007, the Company announced a $3.0 billion share repurchase program. On March12, 2007, the Company entered into a $1.5 billion accelerated share repurchase (ASR) agreement with Credit Suisse, New York Branch (CSNY). Under the ASR agreement, the Company purchased $1.5 billion of its $.01 par value common stock at an initial price of $73.57 per share, the closing price of the Companys common stock on the New York Stock Exchange on April2, 2007,

Retirement Plans

Retirement Plans
	12 Months Ended Dec. 31, 2009 USD / shares
Retirement Plans	Note 14 Retirement Plans Defined Contribution Plan The Company sponsors a contributory Associate Savings Plan in which substantially all full-time and certain part-time associates are eligible to participate. The Company makes contributions to each eligible associates account, matches a portion of associate contributions and makes discretionary contributions based upon the Company meeting a certain earnings per share target or other performance metrics. The Companys contributions to this plan amounted to $79.5 million, $110.3 million and $73.6 million for the years ended December31, 2009, 2008 and 2007, respectively. The Company sponsors other defined contribution plans that were assumed through recent acquisitions. These plans were all merged into the Companys Associate Savings Plan at the end of 2007. As a result, there were no contributions of cash and shares of the Companys common stock to these plans in 2009 or 2008. During 2007, contributions of cash and shares of the Companys common stock totaling $35.6 million were made to these plans. Defined Benefit Pension and Other Postretirement Benefit Plans The Company sponsors 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. The Companys legacy pension plan and the two qualified pension plans from the North Fork acquisition were merged into a single plan effective December31, 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 January1, 2008. The Companys pension plans and the other postretirement benefit plans were valued using a December31 measurement date. The Companys policy is to amortize prior service amounts on a straight-line basis over the average remaining years of service to full eligibility for benefits of active plan participants. The following table sets forth, on an aggregated basis, changes in the benefit obligations and plan assets, how the funded status is recognized in the balance sheet, and the components of net periodic benefit cost. Pension Benefits Postretirement Benefits 2009 2008 2009 2008 Change in benefit obligation: Benefit obligation at beginning of year $ 189,751 $ 207,926 $ 73,700 $ 59,783 Impact of adopting the measurement date provisions for post retirement benefits of ASC 715-20/SFAS 158 of the Codification 906 Service cost 1,635 2,500 1,546 1,687 Interest cost 10,684 11,941 4,400 3,605 Plan participant contributions 635 Benefits paid (21,187 ) (11,340 ) (3,590 ) (4,468 ) Net actuarial loss (gain) 9,330 3,381 (9,243 ) 11,552 Settlements (24,657 ) Benefit o

Mortgage Servicing Rights

Mortgage Servicing Rights (MSR)
	12 Months Ended Dec. 31, 2009 USD / shares
Mortgage Servicing Rights (MSR)	Note 15 Mortgage Servicing Rights (MSR) MSRs are recognized when purchased and in conjunction with loan sales and securitization transactions when servicing rights are retained by the Company; changes in fair value are recognized in mortgage servicing and other income. The Company may enter into derivatives to economically hedge changes in fair value of MSRs. The Company has sold mortgage loans through whole loan sale transactions, and in some instances the loans were subsequently securitized by the third party purchaser and transferred into a VIE, and also through securitization transactions. The Company records the MSR at estimated fair value and has no other loss exposure in excess of the recorded fair value. Upon adoption of ASU 2009-16 and ASU 2009-17, certain mortgage loans that have been securitized and accounted for as a sale will be subject to consolidation and accounted for as a secured borrowing. Accordingly, effective January1, 2010, mortgage securitization trusts that contain approximately $1.6 billion of mortgage loans will be consolidated and the retained interests and mortgage servicing rights related to these newly consolidated trusts will be eliminated in consolidation. See Note 1- Significant Accounting Policies for expected financial statement impact and see Note 20- Securitizations for further information about the accounting for securitized loans. The Company continues to operate the mortgage servicing business and to report the changes in the fair value of MSRs in continuing operations. To evaluate and measure fair value, the underlying loans are stratified based on certain risk characteristics, including loan type, note rate and investor servicing requirements. The following table sets forth the changes in the fair value of mortgage servicing rights during the year ended December31, 2009 and December31, 2008: Mortgage Servicing Rights: 2009 2008 Balance, beginning of period $ 150,544 $ 247,589 Acquired in acquisitions (1) 109,538 Originations 16,173 Sales (2,801 ) Change in fair value, net (36,604 ) (94,244 ) Balance at December31 $ 239,651 $ 150,544 Ratio of mortgage servicing rights to related loans serviced for others 0.81 % 0.66 % Weighted average service fee 0.29 0.28 (1) Related to the Chevy Chase Bank acquisition completed on February27, 2009. Fair value adjustments to the MSRs for the year ended December31, 2009 and 2008 included decreases of $31.1 million and $21.7 million, respectively, due to run-off, and decreases of $5.5 million and $72.5 million, respectively, due to changes in the valuation inputs and assumptions. The significant assumptions used in estimating the fair value of the MSRs at December31, 2009 and 2008 were as follows: December31, 2009 December31, 2008 Weighted average prepayment rate (includes default rate) 17.61 % 26.65 % Weighted average life (in years) 5.15 3.2 Discount rate 11.46 % 11.14 % The decrease in the weighted average prepaym

Restructuring

Restructuring
	12 Months Ended Dec. 31, 2009 USD / shares
Restructuring	Note 16 Restructuring During 2007, the Company announced a broad-based initiative to reduce expenses and improve the competitive cost position of the Company. Restructuring initiatives leverage the capabilities of recently completed infrastructure projects in several of the Companys businesses. The scope and timing of the cost reductions are the result of an ongoing, comprehensive review of operations within and across the Companys businesses, which began early in 2007. The Company completed the 2007 Company initiative during 2009. Total incurred charges exceeded the original estimate of $300.0 million by $63.3 million. The increase occurred because the Company has extended the initiative due to the continued economic deterioration. Approximately half of these charges were related to severance benefits, while the remaining charges were associated with items such as contract and lease terminations and consolidation of facilities and infrastructure. The Company has recorded certain restructuring charges within the income statement associated with the integration of Chevy Chase Bank into the operations of the Company. Expenses for employee termination benefits presented below represent one-time activities and do not represent ongoing costs to fully integrate Chevy Chase Bank. The Company also expects to incur costs associated with contract and lease terminations and consolidation of facilities and infrastructure. Restructuring expenses associated with continuing operations were comprised of the following: ChevyChase Bank Acquisition 2007 Company Initiative Year ended December31, 2009 Year ended December31, 2009 Year ended December31, 2008 Year ended December31, 2007 Restructuring expenses: Employee termination benefits $ 28,833 $ 46,940 $ 85,949 $ 86,714 Communication and data processing 766 2,171 6,628 Supplies and equipment 3,201 2,473 20,246 Occupancy 21,895 9,052 1,057 Other 17,760 34,819 23,592 Total restructuring expenses $ 28,833 $ 90,562 $ 134,464 $ 138,237 Employee termination benefits included for the 2007 company initiative charges for executives of the Company of $10.8 million and charges for associates of $36.1 million for the year ended December31, 2009. The Company made $71.0 million ($64.9 million related to 2007 initiative and $6.1 million related to the Chevy Chase Bank acquisition) and $100.8 million in cash payments for restructuring charges for the year ended December31, 2009 and 2008, respectively, that related to employee termination benefits. Restructuring accrual activity for the year ended December31, 2009 and 2008 was as follows: ChevyChase Bank Acquisition 2007 Company Initiative Year ended December31, 2009 Year ended December31, 2009 Year ended December31, 2008 Year ended December31, 2007 Restructuring accrual activity: Balance, beginning of period $ $ 92,749 $ 67,961 $

Other Non-Interest Expense

Other Non-Interest Expense
	12 Months Ended Dec. 31, 2009 USD / shares
Other Non-Interest Expense	Note 17 Other Non-Interest Expense The following table represents the components that comprise other non-interest expense: Year Ended December31 2009 2008 2007 Professional services $ 795,952 $ 805,902 $ 772,022 Collections 599,179 568,552 560,075 Fraud losses 85,938 105,627 123,028 Bankcard association assessments 215,017 195,469 181,076 Core deposit intangible amortization 215,941 191,573 212,107 Other 628,643 290,751 538,527 Total $ 2,540,670 $ 2,157,874 $ 2,386,835

Income Taxes

Income Taxes
	12 Months Ended Dec. 31, 2009 USD / shares
Income Taxes	Note 18 Income Taxes The Company accounts for income taxes in accordance with ASC740-10/SFAS 109, 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 December31 2009 2008 2007 Current income tax provision: Federal taxes $ 278,304 $ 1,068,846 $ 1,613,909 State taxes 34,724 53,218 82,468 International taxes 22,382 32,014 53,721 Total current provision (benefit) $ 335,410 $ 1,154,078 $ 1,750,098 Deferred income tax provision: Federal taxes $ 9,175 $ (643,488 ) $ (462,193 ) State taxes (6,363 ) (3,202 ) (12,318 ) International taxes 11,263 (10,286 ) 2,250 Total deferred provision (benefit) $ 14,075 $ (656,976 ) $ (472,261 ) Total income tax provision $ 349,485 $ 497,102 $ 1,277,837 Income tax benefits of $792.9 million, $31.7 million and $121.9 million in 2009, 2008 and 2007, respectively, were allocated directly to reduce goodwill from acquisitions. Income tax benefit reported in shareholders equity was as follows: Year Ended December31 2009 2008 2007 Foreign currency translation gains (losses) $ (8,634 ) $ 6,597 $ 2,679 Net unrealized securities gains (losses) 520,302 (421,011 ) 25,780 Net unrealized derivative gains (losses) 60,904 28,095 (63,804 ) Adoption of FAS 158 (ASC 715/SFAS 158) (317 ) 6,378 Employee stock plans 16,074 11,071 (53,041 ) Employee retirement plans 7,307 (54,907 ) 17,675 Total current provision (benefit) $ 595,953 $ (430,472 ) $ (64,333 ) The reconciliation of income tax attributable to continuing operations computed at the U.S. federal statutory tax rate to income tax expense was: YearEndedDecember31 2009 2008 2007 Income tax at U.S. federal statutory tax rate 35.00 % 35.00 % 35.00 % State taxes, net of federal benefit 2.40 3.45 0.68 Resolution of federal income tax issues and audits (4.63 ) (0.31 ) Recognition of foreign tax credits (1.78 ) Other foreign tax differences, net (0.20 ) 1.97 (0.0

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities
	12 Months Ended Dec. 31, 2009 USD / shares
Derivative Instruments and Hedging Activities	Note 19 Derivative Instruments and Hedging Activities The Company manages market risk within limitsgoverned by its risk management policies as established by the Asset and Liability Management Committee (ALCO) and approved by the Board of Directors.The Company utilizes derivatives to manage and position its earnings and economic value of equity sensitivity within the approved limits.These derivatives are used to primarily manage risk related to changes in interest rates and to a lesser extent, foreign exchange rates.The Company uses a wide range of derivative instruments, including from time to time, interest rate swaps, interest rate caps, floors, options, futures and forward contracts to manage interest rate risk. The Company is exposed to credit risk on its derivative positions, which it manages by establishing and monitoring limits as to the degree of risk that may be undertaken. The amount of credit risk is equal to the extent of the fair value gain in a derivative, as we may be unable to realize that if the counterparty fails to perform. When the fair value of a derivative contract is positive, this generally indicates that the counterparty owes the Company, and, therefore, creates a repayment risk for the Company. When the fair value of a derivative contract is negative, this generally indicates that the Company owes the counterparty, and therefore, has no repayment risk. The Company attempts to limit the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties that are reviewed periodically. The Company also maintains a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master Agreement; depending on the nature of the derivative transaction, bilateral collateral agreements are generally required as well. The Company predominantly uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps generally involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts. Many of the interest rate swaps used qualify as either fair value or cash flow hedges, each of which is discussed in more detail in the remainder of this Note. The Companys foreign currency denominated assets and liabilities expose it to foreign currency exchange risk. The Company enters into various foreign exchange derivative contracts for managing foreign currency exchange risk. Changes in the fair value of the derivative instrument effectively offset the related foreign exchange gains or losses on the items to which they are designated. Upon the adoption of ASU 2009-17 (ASC 810/SFAS 167) on January1, 2010 and the resulting consolidation of certain securitization trusts, the Company becomes exposed to additional foreign currency exchange risk related to foreign denominated securities issued by the trusts. That risk is economically hedged by associated foreign exchange derivative contracts previously entered into by the trust. While those derivatives will not be designa

Securitizations

Securitizations
	12 Months Ended Dec. 31, 2009 USD / shares
Securitizations	Note 20 Securitizations The Company engages in securitization transactions for funding purposes. The Company receives the proceeds from third party investors for securities issued from the Companys securitization trusts which are collateralized by transferred receivables from the Companys portfolio. The Company removes loans from the reported financial statements when securitizations qualify as sales in accordance with ASC 860-10/SFAS 140. Alternatively, when the transfer is not considered a sale but is rather considered a secured borrowing, the assets will remain on the Companys reported financial statements with an offsetting liability recognized for the amount of proceeds received. The Company uses QSPEs to conduct off-balance sheet securitization activities and SPEs that are considered VIEs to conduct other securitization activities. Interests in the securitized and sold loans may be retained in the form of interest-only strips, retained tranches, cash collateral accounts, cash reserve accounts and unpaid interest and fees on the investors portion of the transferred principal receivables. The Company also retains a transferors interest in certain of the securitized non-mortgage loan receivables transferred to the trusts which is carried on a historical cost basis and reported as loans held for investment on the Consolidated Balance Sheet. The Company primarily accounted for loan securitization transactions as sales and accordingly, the transferred loans were removed from the consolidated financial statements as of and for the years ending December31, 2009, 2008 and 2007. However, beginning January1, 2010, the Company will consolidate certain securitization trusts pursuant to the adoption of ASU 2009-17 (ASC 810/SFAS 167) and the securitization of loan receivables related to these newly consolidated trusts will be accounted for as a secured borrowing rather than as a sale. The retained interests in securitized assets will be eliminated or reclassified, generally as loan receivables, accrued interest receivable or restricted cash, as appropriate. See Note 1- Significant Accounting Policies for expected financial statement impact. Accounts Receivable from Securitizations The following provides details of accounts receivable from securitizations as of December31, 2009 and 2008: 2009 2008 As of December31 NonMortgage Mortgage(2) Total NonMortgage(3) Interest-only strip classified as trading $ 22,038 $ 222,568 $ 244,606 $ 140,993 Retained interests classified as trading: Retained notes 572,474 572,474 407,113 Cash collateral 138,336 2,993 141,329 169,126 Investor accrued interest receivable 898,267 898,267 Total retained interests classified as trading 1,609,077 2,993 1,612,070 576,239 Retained notes classified as available for sale 2,087,864 2,087,864 753,153 Other retained interests 12,124 12,124 831,275 Total retained residual interests 3,718,979 237,

Commitments, Contingencies and

Commitments, Contingencies and Guarantees
	12 Months Ended Dec. 31, 2009 USD / shares
Commitments, Contingencies and Guarantees	Note 21 Commitments, Contingencies and Guarantees Letters of Credit The Company issues letters of credit (financial standby, performance standby and commercial) to meet the financing needs of its customers. Standby letters of credit are conditional commitments issued by the Company 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 managements 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 the Companys allowance for loan and lease losses. The Company had contractual amounts of standby letters of credit and commercial letters of credit of $1.6 billion at December31, 2009. As of December 31, 2009, financial guarantees had expiration dates ranging from 2010 to 2020. The fair value of the guarantees outstanding at December31, 2009 that have been issued since January1, 2003, was $3.1 million and was included in other liabilities. Loan and Line of Credit Commitments The Companys 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 SPEs which securitized some of those loans. Those SPEs had aggregate assets of $56.8 million at December31, 2009, representing the amount outstanding on the home equity lines of credit at that date. As 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. GreenPoints ability to recover the full amount advanced to customers is dependent on monthly collections on the loans. In certain limited circumstances, such future advances could be reduced if GreenPoint suspends the right of mortgagors to receive draws or reduces the credit limit on home equity lines of credit. There are eight securitization transactions where GreenPoint is a residual interest holder with the longest draw period currently extending through 2023. GreenPoint has funded $23.3 million of advances through December31, 2009, of which $7.7 million was advanced in the year 2009 related to these transactions. The Company believes it is probable that a loss has been incurred on these transactions due to the deterioration in asset performance through December31, 2009, and has written off the entire amount of the advances as incurred. The maximum potential amount of future advances related to all third-party securitizations where GreenPoint is the residual interest holder is $77.1 million, an amount which represents the total loan amount on the home equity lines of credit within those eight securitizations. The total unutilized amount as of December31, 2009 is $20.3 million. Litigation In accordance w

Other Variable Interest Entitie

Other Variable Interest Entities
	12 Months Ended Dec. 31, 2009 USD / shares
Other Variable Interest Entities	Note 22 Other Variable Interest Entities The Company has various types of off-balance sheet arrangements that we enter into in the ordinary course of business. Off-balance sheet activities typically utilize SPEs that may be in the form of limited liability companies, partnerships or trusts. The SPEs raise funds by issuing debt to third party investors. The SPEs hold various types of financial assets whose cash flows are the primary source of repayment for the liabilities of the SPE. Investors only have recourse to the assets held by the SPE but may also benefit from other credit enhancements. The Company is involved with various SPEs that are considered to be VIEs, as defined by ASC 810-10/FIN 46(R). With respect to its investments, the Company is required to consolidate any VIE in which it is determined to be the primary beneficiary. The Company reviews all significant interests in VIEs it is involved with such as amounts and types of financial and other support including ownership interests, debt financing and guarantees. The Company also considers its rights and obligations as well as the rights and obligations of other variable interest holders to determine whether it is required to consolidate the VIEs. To provide the necessary disclosures, the Company aggregates similar VIEs based on the nature and purpose of the entities. ASU 2009-17 (ASC 810/SFAS 167) eliminates the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both. Under ASU 2009-17 the primary beneficiary would be the entity that has (i)the power to direct the activities of a VIE that most significantly impact the entitys economic performance and (ii)the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. ASU 2009-17 is effective for the Companys annual reporting period beginning January1, 2010. Upon adoption of ASU 2009-17 (ASC 810/SFAS 167), the Company will be required to consolidate certain VIE structures previously accounted for as investments in an unconsolidated entity under the equity method of accounting. The Company does not expect the financial statement impact to be material. The Companys involvement in these arrangements can take many different forms, including securitization activities, servicing activities, the purchase or sale of mortgage-backed securities (MBS) and other asset-backed securities (ABS) in connection with our investment portfolio, and loans to VIEs that hold debt, equity, real estate or other assets. In certain instances, the Company also provides guarantees to VIEs or holders of variable interests in VIEs. In addition to the information contained in this Note, the Company has disclosed its involvement with other types of VIEs in Note 15Mortgage Servicing Rights, Note 20-Securitizations and Note 21- Commitments, Contingencies and Guarantees. The Company may purchase and

Regulatory Matters

Regulatory Matters
	12 Months Ended Dec. 31, 2009 USD / shares
Regulatory Matters	Note 23 Regulatory Matters The Company is subject to capital adequacy guidance adopted by the Federal Reserve Board (the Federal Reserve), and CONA and COBNA (collectively, the Banks) are subject to capital adequacy guidelines adopted by the Office of the Comptroller of the Currency (the OCC, and with the Federal Reserve, collectively, the regulators). The capital adequacy guidelines set minimum risk-based and leverage capital requirements that are based on quantitative and qualitative measures of their assets and off-balance sheet items. The Federal Reserve holds the Corporation to similar minimum capital requirements. Failure to meet minimum capital requirements can result in possible additional, discretionary actions by a federal banking agency that, if undertaken, could have a material adverse effect on the Corporations consolidated financial statements. The Company is also subject to minimum cash reserve requirements by the Federal Reserve totaling approximately $900 million as of December31, 2009. As of December31, 2009, the Banks each exceeded the minimum regulatory requirements to which it was subject. The Banks were considered well-capitalized under applicable capital adequacy guidelines. Also as of December31, 2009, the Corporation was considered well-capitalized under Federal Reserve capital standards for bank holding companies and, therefore, exceeded all minimum capital requirements. There have been no conditions or events since that we believe would have changed the capital category of the Corporation or either of the Banks. Regulatory Filing Basis Ratios Applying Subprime Guidance Ratios MinimumforCapital AdequacyPurposes ToBeWellCapitalized Under PromptCorrectiveAction Provisions December31, 2009 Capital One Financial Corp.(1) Tier 1 Capital 13.75 % 13.04 % 4.00 % N/A Total Capital 17.70 16.85 8.00 N/A Tier 1 Leverage 10.28 10.28 4.00 N/A Capital One Bank (USA) N.A. Tier 1 Capital 18.27 % 14.67 % 4.00 % 6.00 % Total Capital 26.40 21.41 8.00 10.00 Tier 1 Leverage 13.03 13.03 4.00 5.00 Capital One, N.A. Tier 1 Capital 10.22 % N/A 4.00 % 6.00 % Total Capital 11.46 N/A 8.00 10.00 Tier 1 Leverage 7.42 N/A 4.00 5.00 December31, 2008 Capital One Financial Corp.(1) Tier 1 Capital 13.81 % 12.81 % 4.00 % N/A Total Capital 16.65 15.53 8.00 N/A Tier 1 Leverage 11.17 11.17 4.00 N/A Capital One Bank (USA) N.A. Tier 1 Capital 13.02 % 9.99 % 4.00 % 6.00 % Total Capital 15.65 12.26 8.00 10.00 Tier 1 Leverage 11.79 11.79 4.00 5.00 Capital One, N.A. Tier 1 Capital 10.50 % N/A 4.00 % 6.00 % Total Capital 11.82 N/A 8.00 10.00 Tier 1 Leverage 7.81 N/A 4.00 5.00 (1) The regulatory framew

Significant Concentration of Cr

Significant Concentration of Credit Risk
	12 Months Ended Dec. 31, 2009 USD / shares
Significant Concentration of Credit Risk	Note 24 Significant Concentration of Credit Risk The Company is active in originating loans in the United States and internationally. International loans are originated in Canada and the United Kingdom. The Company reviews each potential customers credit application and evaluates the applicants financial history and ability and willingness to repay. Loans are made on an unsecured and secured basis. Certain commercial, small business, mortgage and automobile loans require collateral in various forms including cash deposits, automobiles and real estate, as appropriate. The Company has higher concentrations of loans where the Commercial and Consumer Banking segments operate, the South and Northeast regions of the U.S. In particular, the Companys commercial portfolio is concentrated in the New York metropolitan area. The regional economic conditions in the New York area affect the demand for the Companys commercial products and services as well as the ability of our customers to repay their commercial loans and the value of the collateral securing these loans. The geographic distribution of the Companys loans was as follows: December31 2009 2008 Loans Percentage of Total Loans Percentage of Total Geographic Region: International U.K. $ 4,716,981 3.45 % $ 5,527,237 3.76 % Canada 3,506,854 2.56 % 3,193,405 2.17 % Total International 8,223,835 6.01 % 8,720,642 5.93 % Domestic South 49,170,769 35.94 % 53,572,725 36.46 % West 22,842,140 16.70 % 23,662,269 16.10 % Midwest 17,973,051 13.14 % 19,900,704 13.55 % Northeast 38,593,107 28.21 % 41,080,414 27.96 % Total Domestic 128,579,067 93.99 % 138,216,112 94.07 % 136,802,902 100.00 % 146,936,754 100.00 % Less securitization adjustments (46,183,903 ) (45,918,983 ) Total $ 90,618,999 $ 101,017,771

International Activities

International Activities
	12 Months Ended Dec. 31, 2009 USD / shares
International Activities	Note 25 International Activities The Companys international activities are primarily performed through Capital One Bank (Europe) plc, a subsidiary bank of COBNA that provides consumer lending and other financial products in Europe and Capital One BankCanada Branch, a foreign branch office of COBNA that provides consumer lending products in Canada. The total assets, revenue, income before income taxes and net income of the international operations are summarized below. 2009 2008 2007 Domestic Total Assets $ 165,840,488 $ 161,665,713 $ 145,033,862 Revenue(1) 12,282,073 12,960,673 13,322,220 Income from continuing operations before income taxes 1,230,621 529,211 3,686,462 Income from continuing operations, net of tax 909,819 44,363 2,465,718 Loss from discontinued operations, net of tax (102,836 ) (130,515 ) (1,021,387 ) Net Income (Loss) 806,983 (86,152 ) 1,444,331 International Total Assets 3,805,875 4,247,739 5,556,507 Revenue(1) 701,194 932,013 1,261,848 Income before income taxes 105,481 52,408 183,094 Net Income 76,798 40,154 126,001 Total Company Total Assets $ 169,646,363 $ 165,913,452 $ 150,590,369 Revenue(1) 12,983,267 13,892,686 14,584,068 Income from continuing operations before income taxes 1,336,102 581,619 3,869,556 Income from continuing operations, net of tax 986,617 84,517 2,591,719 Loss from discontinued operations, net of tax (102,836 ) (130,515 ) (1,021,387 ) Net Income (Loss) $ 883,781 $ (45,998 ) $ 1,570,332 (1) Revenue is net interest income plus non-interest income. The Company maintains its books and records on a legal entity basis for the preparation of financial statements in conformity with U.S. GAAP. Because certain international operations are integrated with many of the Companys domestic operations, estimates and assumptions have been made to assign certain expense items between domestic and foreign operations.

Related Party Transactions

Related Party Transactions
	12 Months Ended Dec. 31, 2009 USD / shares
Related Party Transactions	Note 26 Related Party Transactions In the ordinary course of business, executive officers, directors, and principal shareholders, also known as Regulation O Insiders, of the Company may have loans issued by the Company. Pursuant to the Companys policy, such loans are issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectibility. At December31, 2009 the Company determined that a commercial real estate loan with outstanding principal of $37.5 million, of which a director is an indirect member of the borrowing group, was subject to doubt as to the ability of such borrowers to comply with the present loan repayment terms. Based on the value of the underlying collateral, which was in excess of the outstanding loan balance, the Company determined that a specific reserve was not necessary at December31, 2009.

Capital One Financial Corporati

Capital One Financial Corporation (Parent Company Only)
	12 Months Ended Dec. 31, 2009 USD / shares
Capital One Financial Corporation (Parent Company Only)	Note 27 Capital One Financial Corporation (Parent Company Only) Condensed Financial Information The following Parent Company Only financial statements are provided in accordance with Regulation S-X of the Securities and Exchange Commission which requires all issuers or guarantors of registered securities to include separate annual financial statements. December31 Balance Sheets 2009 2008 Assets: Cash and cash equivalents $ 6,466,156 $ 8,546,995 Investment in subsidiaries 29,553,466 25,323,057 Loans to subsidiaries 500,095 1,189,173 Securities available for sale 6,980 6,840 Other 751,825 983,920 Total assets $ 37,278,522 $ 36,049,985 Liabilities: Senior and subordinated notes $ 6,048,394 $ 6,385,417 Other borrowings 3,640,039 1,652,948 Other 1,000,679 1,399,187 Total liabilities 10,689,112 9,437,552 Stockholders Equity: Preferred stock 3,096,466 Common stock 5,024 4,384 Paid-in-capital, net 18,954,823 17,278,102 Retained earnings 10,727,368 10,621,164 Accumulated other comprehensive income (loss) 82,654 (1,221,796 ) Less: Treasury stock, at cost (3,180,459 ) (3,165,887 ) Stockholders equity 26,589,410 26,612,433 Total liabilities and stockholders equity $ 37,278,522 $ 36,049,985 Year Ended December31 Statements of Income 2009 2008 2007 Interest from temporary investments $ 36,796 $ 184,234 $ 300,394 Interest expense 335,917 424,541 504,708 Dividends, principally from bank subsidiaries 500,000 1,546,810 2,056,639 Non-interest income 32,377 110,911 12,982 Non-interest expense 90,008 137,265 241,660 Income before income taxes and equity in undistributed earnings of subsidiaries 143,248 1,280,149 1,623,647 Income tax (benefit) expense (108,335 ) (93,552 ) (245,052 ) Equity in undistributed earnings (loss) of subsidiaries 735,034 (1,289,184 ) 723,020 Income from continuing operations, net of tax 986,617 84,517 2,591,719 Loss from discontinued operations, net of tax (102,836 ) (130,515 ) (1,021,387 ) Net income (loss) $ 883,781 $ (45,998 ) $ 1,570,332 December31 Statements of Cash Flows 2009 2008 2007 Operating Activities: Net income (loss) $ 883,781 $ (45,998 ) $ 1,570,332 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in (earnings) loss of subsidiaries: Continuing operations (735,034 ) 1,

Subsequent Events

Subsequent Events
	12 Months Ended Dec. 31, 2009 USD / shares
Subsequent Events	Note 28 Subsequent Events In accordance with ASC 855-10/SFAS 165, the Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued.There are two types of subsequent events: (1)recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2)nonrecognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Based on the evaluation, the Company did not identify any recognized or nonrecognized subsequent events that would haverequired adjustment to the financial statements.

Document Information

Document Information
	12 Months Ended Dec. 31, 2009 USD / shares
Document Type	10-K
Amendment Flag	false
Document Period End Date	2009-12-31

Entity Information

Entity Information (USD $)
	12 Months Ended Dec. 31, 2009	Jan. 31, 2010	Jun. 30, 2009
Trading Symbol	COF
Entity Registrant Name	CAPITAL ONE FINANCIAL CORP
Entity Central Index Key	0000927628
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		455,293,746
Entity Public Float			$9,845,379,877