This discussion contains forward-looking statements that are based upon
management's current expectations and are subject to significant uncertainties
and changes in circumstances. Please review "Part I-Item 1.
Business-Forward-Looking Statements" for more information on the forward-looking
statements in this 2019 Annual Report on Form 10-K ("this Report"). All
statements that address operating performance, events or developments that we
expect or anticipate will occur in the future, including those relating to
operating results and the Cybersecurity Incident described in "Part I-Item 1.
Business-Overview-Cybersecurity Incident" and "Note 18-Commitments,
Contingencies, Guarantees and Others" are forward-looking statements. Our actual
results may differ materially from those included in these forward-looking
statements due to a variety of factors including, but not limited to, those
described in "Part I-Item 1A. Risk Factors" in this Report. Unless otherwise
specified, references to notes to our consolidated financial statements refer to
the notes to our consolidated financial statements as of December 31, 2019
included in this Report.



Management monitors a variety of key indicators to evaluate our business results
and financial condition. The following MD&A is intended to provide the reader
with an understanding of our results of operations, financial condition and
liquidity by focusing on changes from year to year in certain key measures used
by management to evaluate performance, such as profitability, growth and credit
quality metrics. MD&A is provided as a supplement to, and should be read in
conjunction with, our audited consolidated financial statements as of and for
the year ended December 31, 2019 and accompanying notes. MD&A is organized in
the following sections:

• Executive Summary and Business Outlook • Capital Management • Consolidated Results of Operations

           •  Risk Management

• Consolidated Balance Sheets Analysis • Credit Risk Profile • Off-Balance Sheet Arrangements

               •  Liquidity Risk 

Profile

• Business Segment Financial Performance • Market Risk Profile • Critical Accounting Policies and Estimates • Supplemental Tables • Accounting Changes and Developments • Glossary and Acronyms

EXECUTIVE SUMMARY AND BUSINESS OUTLOOK




Financial Highlights
We reported net income of $5.5 billion ($11.05 per diluted common share) on
total net revenue of $28.6 billion for 2019. In comparison, we reported net
income of $6.0 billion ($11.82 per diluted common share) on total net revenue of
$28.1 billion for 2018, and $2.0 billion ($3.49 per diluted common share) on
total net revenue of $27.2 billion for 2017.
Our common equity Tier 1 capital ratio as calculated under the Basel III
Standardized Approach was 12.2% and 11.2% as of December 31, 2019 and 2018,
respectively. See "MD&A-Capital Management" below for additional information.
On June 27, 2019, we announced that our Board of Directors authorized the
repurchase of up to $2.2 billion of shares of our common stock ("2019 Stock
Repurchase Program") beginning in the third quarter of 2019 through the end of
the second quarter of 2020. Through the end of 2019, we repurchased
approximately $1.4 billion of shares of our common stock under the 2019 Stock
Repurchase Program. See "MD&A-Capital Management-Dividend Policy and Stock
Purchases" for additional information.
On July 29, 2019, we announced the Cybersecurity Incident. For more information,
see "Part I-Item 1. Business-Overview-Cybersecurity Incident" and "Note
18-Commitments, Contingencies, Guarantees and Others."
Below are additional highlights of our performance in 2019. These highlights are
generally based on a comparison between the results of 2019 and 2018, except as
otherwise noted. The changes in our financial condition and credit performance
are generally based on our financial condition and credit performance as of
December 31, 2019 compared to our financial condition and credit performance as
of December 31, 2018. We provide a more detailed discussion of our financial
performance in the sections following this "Executive Summary and Business
Outlook."


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Discussions of our performance in 2017 and comparisons between 2018 and 2017 can
be found in "Part II-Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2018.
Total Company Performance
•    Earnings: Our net income decreased by $469 million to $5.5 billion in 2019

compared to 2018 primarily driven by:

• higher non-interest expense due to continued investments in technology


          and infrastructure, expenses related to the Walmart partnership, and
          increased marketing expense;

• higher provision for credit losses largely due to credit deterioration


          in our commercial energy loan portfolio and an allowance release in our
          auto loan portfolio in 2018; and


•         the net impact of the absence of significant activities that occurred
          in 2018, including gains from the sales of our exited businesses, a
          benefit related to a tax methodology change on rewards costs, an
          impairment charge as a result of repositioning our investment
          securities portfolio, and a legal reserve build.

These drivers were partially offset by: • higher net interest income due to higher yields on interest-earnings


          assets and growth in our loan portfolio, including the acquired Walmart
          portfolio, partially offset by higher interest expense from higher
          rates paid and growth in our deposit products; and

• an increase in net interchange fees driven by higher purchase volume.

• Loans Held for Investment:

• Period-end loans held for investment increased by $19.9 billion to

$265.8 billion as of December 31, 2019 from December 31, 2018 primarily

driven by growth in our domestic credit card loan portfolio, including

the acquired Walmart portfolio, as well as growth in our commercial and


          auto loan portfolios.


•         Average loans held for investment increased by $5.3 billion to $247.5
          billion in 2019 compared to 2018 primarily driven by growth in our
          commercial, domestic credit card including the acquired Walmart

portfolio, and auto loan portfolios, partially offset by the impact of

lower loan balances from the sale of our consumer home loan portfolio.

• Net Charge-Off and Delinquency Metrics: Our net charge-off rate remained

substantially flat at 2.53% in 2019 as the impact of lower loan balances

from the sale of our consumer home loan portfolio was largely offset by

growth in our domestic credit card loan portfolios, including the acquired

Walmart portfolio.




Our 30+ day delinquency rate decreased by 10 basis points to 3.74% as of
December 31, 2019 from December 31, 2018 primarily driven by the strong economy
and stable underlying credit performance in our domestic credit card loan
portfolio, partially offset by the impact of the acquired Walmart portfolio.
•    Allowance for Loan and Lease Losses: Our allowance for loan and lease losses

remained substantially flat at $7.2 billion as of December 31, 2019 as an

allowance release in our domestic credit card loan portfolio largely due to

the strong economy and stable underlying credit performance was offset by an

allowance build due to credit deterioration in our commercial energy loan

portfolio.

Our allowance coverage ratio decreased by 23 basis points to 2.71% as of December 31, 2019 from December 31, 2018 primarily driven by the strong economy and stable underlying credit performance in our domestic credit card loan portfolio and the impacts from partner loss sharing arrangements, offset by higher reserves in our commercial banking business.

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Business Outlook
We discuss below our expectations as of the time this Report was filed regarding
our total company performance and the performance of our business segments based
on market conditions, the regulatory environment and our business strategies.
The statements contained in this section are based on our current expectations
regarding our outlook for our financial results and business strategies. Our
expectations take into account, and should be read in conjunction with, our
expectations regarding economic trends and analysis of our business as discussed
in "Part I-Item 1. Business" and "Part II-Item 7. MD&A" in this Report. Certain
statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those in our forward-looking statements. Except as otherwise disclosed,
forward-looking statements do not reflect:
• any change in current dividend or repurchase strategies;


• the effect of any acquisitions, divestitures or similar transactions that

have not been previously disclosed;

• any changes in laws, regulations or regulatory interpretations, in each case

after the date as of which such statements are made; or

• the potential impact on our business, operations and reputation from, and

expenses and uncertainties associated with, the Cybersecurity Incident,

other than the incremental costs related to the incident we expect to incur

in 2020 which will be separately reported as an adjusting item as it relates

to the Company's financial results.




See "Part I-Item 1. Business-Forward-Looking Statements" in this Report for more
information on the forward-looking statements included in this Report and "Part
I-Item 1A. Risk Factors" in this Report for factors that could materially
influence our results.
Total Company Expectations
Marketing and Efficiency:
•    We expect to achieve modest improvements in full-year operating efficiency

ratio, net of adjustments, in 2020, with a bigger move down to 42% in 2021.

• We expect the operating efficiency ratio improvement to drive significant

improvement in our total efficiency ratio by 2021.

• We expect marketing expense for full-year 2020 to be moderately higher than

marketing expense for full-year 2019.

Capital/Current Expected Credit Loss ("CECL"): • We estimate that the adoption of the CECL model will increase our reserves

for credit losses by approximately $2.9 billion and expect that the

phased-in impact of adopting CECL will reduce our common equity Tier 1

capital ratio by 16 basis points in the first quarter of 2020. See

"MD&A-Accounting Changes and Developments" in this Report for additional

information related to the CECL adoption impact.

• We expect the recently finalized Tailoring Rules will provide a tailwind to

our capital reduction under stress and that we believe there is an

opportunity for capital relief under the Stress Capital Buffer Proposed

Rule.

• We expect when we opt-out of the requirement to include in regulatory

capital certain elements of Accumulated other comprehensive income ("AOCI")


     under the Tailoring Rules, our common equity Tier 1 ratio will decrease
     about 30 basis points.


Business Segment Expectations
Consumer Banking:
•    We continue to expect that the annual auto net charge-off rate will increase
     gradually as the cycle plays out.




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CONSOLIDATED RESULTS OF OPERATIONS




The section below provides a comparative discussion of our consolidated
financial performance for 2019 and 2018. We provide a discussion of our business
segment results in the following section, "MD&A-Business Segment Financial
Performance." You should read this section together with our "MD&A-Executive
Summary and Business Outlook," where we discuss trends and other factors that we
expect will affect our future results of operations.
Net Interest Income
Net interest income represents the difference between the interest income,
including certain fees, earned on our interest-earning assets and the interest
expense incurred on our interest-bearing liabilities. Interest-earning assets
include loans, investment securities and other interest-earning assets, while
our interest-bearing liabilities include interest-bearing deposits, securitized
debt obligations, senior and subordinated notes, other borrowings and other
interest-bearing liabilities. Generally, we include in interest income any past
due fees on loans that we deem collectible. Our net interest margin, based on
our consolidated results, represents the difference between the yield on our
interest-earning assets and the cost of our interest-bearing liabilities,
including the notional impact of non-interest-bearing funding. We expect net
interest income and our net interest margin to fluctuate based on changes in
interest rates and changes in the amount and composition of our interest-earning
assets and interest-bearing liabilities.


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Table 1 below presents the average outstanding balance, interest income earned,
interest expense incurred and average yield for 2019, 2018 and 2017 for each
major category of our interest-earning assets and interest-bearing liabilities.
Nonperforming loans are included in the average loan balances below.
Table 1: Average Balances, Net Interest Income and Net Interest Margin
                                                                                 Year Ended December 31,
                                                2019                                      2018                                      2017
                                               Interest      Average                     Interest      Average                     Interest      Average
                                 Average       Income/        Yield/       Average       Income/        Yield/       Average       Income/        Yield/
(Dollars in millions)            Balance       Expense         Rate        Balance       Expense         Rate        Balance       Expense         Rate
Assets:
Interest-earning assets:
Loans:(1)
Credit card                    $ 114,256     $  17,688       15.48 %     $ 109,820     $  16,948       15.43 %     $ 103,468     $   15,735      15.21 %
Consumer banking                  60,708         5,082        8.37          65,146         4,904        7.53          74,865          4,984       6.66
Commercial banking(2)             73,572         3,306        4.49          68,221         3,033        4.45          68,150          2,630       3.86
Other(3)                              16          (214 )        **             184          (157 )        **             130             39      30.00
Total loans, including loans
held for sale                    248,552        25,862       10.41         243,371        24,728       10.16         246,613         23,388       9.48
Investment securities             81,467         2,411        2.96          79,224         2,211        2.79          68,896          1,711       2.48
Cash equivalents and other
interest-earning assets           11,491           240        2.08          10,143           237        2.33           6,821            123       1.80
Total interest-earning
assets                           341,510        28,513        8.35         332,738        27,176        8.17         322,330         25,222       7.82
Cash and due from banks            4,300                                     3,877                                     3,457
Allowance for loan and lease
losses                            (7,176 )                                  (7,404 )                                  (7,025 )
Premises and equipment, net        4,289                                     4,163                                     3,931
Other assets                      32,001                                    29,662                                    32,231
Total assets                   $ 374,924                                 $ 363,036                                 $ 354,924
Liabilities and
stockholders' equity:
Interest-bearing
liabilities:
Interest-bearing deposits      $ 231,609     $   3,420        1.48 %     $ 221,760     $   2,598        1.17 %     $ 213,949     $    1,602       0.75 %
Securitized debt obligations      18,020           523        2.90          19,014           496        2.61          18,237            327       1.79
Senior and subordinated
notes                             30,821         1,159        3.76          31,295         1,125        3.60          27,866            731       2.62
Other borrowings and
liabilities                        3,369            71        2.12           4,028            82        2.04           8,917            102       1.14
Total interest-bearing
liabilities                      283,819         5,173        1.82         276,097         4,301        1.56         268,969          2,762       1.03
Non-interest-bearing
deposits                          23,456                                    25,357                                    25,933
Other liabilities                 11,959                                    11,390                                    10,492
Total liabilities                319,234                                   312,844                                   305,394
Stockholders' equity              55,690                                    50,192                                    49,530
Total liabilities and
stockholders' equity           $ 374,924                                 $ 363,036                                 $ 354,924
Net interest income/spread                   $  23,340        6.53                     $  22,875        6.61                     $   22,460       6.79
Impact of non-interest-bearing funding                        0.30                                      0.26                                      0.18
Net interest margin                                           6.83 %                                    6.87 %                                    6.97 %


__________

(1) Past due fees included in interest income totaled approximately $1.7 billion


     for 2019 and 2018 and $1.6 billion for 2017.


(2)  Some of our commercial loans generate tax-exempt income. Accordingly, we

present our Commercial Banking interest income and yields on a taxable-

equivalent basis, calculated using the federal statutory rate (21% for 2019

and 2018 and 35% for 2017) and state taxes where applicable, with offsetting

reductions to the Other category. Taxable-equivalent adjustments included in

the interest income and yield computations for our commercial loans totaled

approximately $82 million for 2019 and 2018 and $129 million in 2017, with

corresponding reductions to the Other category.

(3) Interest income/expense of Other represents the impact of hedge accounting

of our loan portfolios and the offsetting reduction of the

taxable-equivalent adjustments of our commercial loans as described above.




** Not meaningful.




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Net interest income increased by $465 million to $23.3 billion in 2019 compared
to 2018, primarily driven by higher yields on interest-earnings assets and
growth in our loan portfolio, including the acquired Walmart portfolio,
partially offset by higher interest expense from higher rates paid and growth in
our deposit products.
Net interest margin decreased by 4 basis points to 6.83% in 2019 compared to
2018 as higher rates on our retail deposits were largely offset by higher yields
on interest-earning assets and growth in our loan portfolio.



Table 2 displays the change in our net interest income between periods and the
extent to which the variance is attributable to:
•    changes in the volume of our interest-earning assets and interest-bearing

liabilities; or

• changes in the interest rates related to these assets and liabilities.

Table 2: Rate/Volume Analysis of Net Interest Income(1)


                                                    2019 vs. 2018                              2018 vs. 2017
(Dollars in millions)                   Total Variance      Volume       Rate      Total Variance     Volume       Rate
Interest income:
Loans:
Credit card                            $         740       $   687     $   53     $       1,213      $   977     $   236
Consumer banking                                 178          (334 )      512               (80 )       (647 )       567
Commercial banking(2)                            273           240         33               403            3         400
Other(3)                                         (57 )          50       (107 )            (196 )        (46 )      (150 )
Total loans, including loans held              1,134           643        491             1,340          287       1,053
for sale
Investment securities                            200            64        136               500          273         227
Cash equivalents and other                         3            28        (25 )             114           69          45
interest-earning assets
Total interest income                          1,337           735        602             1,954          629       1,325
Interest expense:
Interest-bearing deposits                        822           120        702               996           61         935
Securitized debt obligations                      27           (26 )       53               169           14         155
Senior and subordinated notes                     34           (17 )       51               394           98         296
Other borrowings and liabilities                 (11 )         (14 )        3               (20 )        (56 )        36
Total interest expense                           872            63        809             1,539          117       1,422
Net interest income                    $         465       $   672     $ (207 )   $         415      $   512     $   (97 )


__________

(1) We calculate the change in interest income and interest expense separately

for each item. The portion of interest income or interest expense

attributable to both volume and rate is allocated proportionately when the

calculation results in a positive value. When the portion of interest income

or interest expense attributable to both volume and rate results in a

negative value, the total amount is allocated to volume or rate, depending


     on which amount is positive.


(2)  Some of our commercial loans generate tax-exempt income. Accordingly, we

present our Commercial Banking interest income and yields on a taxable-

equivalent basis, calculated using the federal statutory rate (21% for 2019

and 2018 and 35% for 2017) and state taxes where applicable, with offsetting

reductions to the Other category.

(3) Interest income/expense of Other represents the impact of hedge accounting

of our loan portfolios and the offsetting reduction of the

taxable-equivalent adjustments of our commercial loans as described above.






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Non-Interest Income
Table 3 displays the components of non-interest income for 2019, 2018 and 2017.
Table 3: Non-Interest Income
                                                       Year Ended December 31,
(Dollars in millions)                                2019        2018        2017
Interchange fees, net                             $   3,179    $ 2,823     $ 2,573
Service charges and other customer-related fees       1,330      1,585      

1,597


Net securities gains (losses)                            26       (209 )    

65


Other non-interest income:(1)
Mortgage banking revenue                                165        661      

201


Treasury and other investment income                    193         49      

126


Other                                                   360        292      

215


Total other non-interest income                         718      1,002         542
Total non-interest income                         $   5,253    $ 5,201     $ 4,777


________

(1) Includes gains of $61 million and losses of $15 million on deferred

compensation plan investments in 2019 and 2018, respectively.




Non-interest income remained relatively flat at $5.3 billion in 2019 as the
increase in net interchange fees, driven by higher purchase volume, was largely
offset by:
•    the absence of the significant activities that occurred in 2018, including

the gains from the sales of our exited businesses and the impairment charge

as a result of repositioning our investment securities portfolio; and

• lower service charges and other customer-related fees.




Provision for Credit Losses
Our provision for credit losses in each period is driven by net charge-offs,
changes to the allowance for loan and lease losses, and changes to the reserve
for unfunded lending commitments. We recorded a provision for credit losses of
$6.2 billion, $5.9 billion and $7.6 billion in 2019, 2018 and 2017,
respectively. The provision for credit losses as a percentage of net interest
income was 26.7%, 25.6% and 33.6% in 2019, 2018 and 2017, respectively.
Our provision for credit losses increased by $380 million to $6.2 billion in
2019 compared to 2018 primarily driven by credit deterioration in our commercial
energy loan portfolio and an allowance release in our auto loan portfolio in
2018 .
We provide additional information on the provision for credit losses and changes
in the allowance for loan and lease losses within "MD&A-Credit Risk Profile,"
and "Note 4-Allowance for Loan and Lease Losses and Reserve for Unfunded Lending
Commitments." For information on the allowance methodology for each of our loan
categories, see "Note 1-Summary of Significant Accounting Policies."


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Non-Interest Expense
Table 4 displays the components of non-interest expense for 2019, 2018 and 2017.
Table 4: Non-Interest Expense
                                                      Year Ended December 31,
(Dollars in millions)                              2019        2018        2017
Salaries and associate benefits(1)               $  6,388    $  5,727    $  5,899
Occupancy and equipment                             2,098       2,118       1,939
Marketing                                           2,274       2,174       1,670
Professional services                               1,237       1,145       1,097
Communications and data processing                  1,290       1,260       

1,177


Amortization of intangibles                           112         174       

245


Other non-interest expense:
Bankcard, regulatory and other fee assessments        362         490         626
Collections                                           400         413         364
Fraud losses                                          383         364         334
Other(2)                                              939       1,037         843
Total other non-interest expense                    2,084       2,304       2,167
Total non-interest expense                       $ 15,483    $ 14,902    $ 14,194


_________

(1) Includes expenses of $61 million and benefits of $15 million related to our

deferred compensation plan in 2019 and 2018, respectively. These amounts


     have corresponding offsets in other non-interest income.


(2)  Includes $38 million of net Cybersecurity Incident expenses in 2019,
     consisting of $72 million of expenses and $34 million of insurance
     recoveries.


Non-interest expense increased by $581 million to $15.5 billion in 2019 compared
to 2018 primarily due to continued investments in technology and infrastructure,
expenses related to the Walmart partnership, and increased marketing expenses,
partially offset by the absence of a legal reserve build.
Income Taxes
We recorded income tax provisions of $1.3 billion (19.5% effective income tax
rate), $1.3 billion (17.7% effective income tax rate) and $3.4 billion (61.5%
effective income tax rate) in 2019, 2018 and 2017, respectively. Our effective
tax rate on income from continuing operations varies between periods due, in
part, to the impact of the changes in tax credits, tax-exempt income, and
non-deductible expenses relative to our pre-tax earnings.
We recorded discrete tax benefits of $19 million in 2019, discrete tax benefits
of $318 million in 2018 primarily driven by a benefit of $284 million related to
a tax methodology change on rewards costs and discrete tax expenses of $1.7
billion in 2017 primarily consisting of the charges of $1.8 billion for the
estimated impacts of the Tax Act.
The increase in our effective tax rate in 2019 compared to 2018 was primarily
due to a decrease in recorded discrete tax benefit, partially offset by higher
tax credits and lower non-deductible expenses relative to our income.
We provide additional information on items affecting our income taxes and
effective tax rate in "Note 15-Income Taxes".


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CONSOLIDATED BALANCE SHEETS ANALYSIS




Total assets increased by $17.8 billion to $390.4 billion as of December 31,
2019 from December 31, 2018 primarily driven by growth in our domestic credit
card loan portfolio, including the acquired Walmart portfolio, as well as growth
in our commercial and auto loan portfolios.
Total liabilities increased by $11.5 billion to $332.4 billion as of
December 31, 2019 from December 31, 2018 primarily driven by deposit growth,
partially offset by maturities of our short-term Federal Home Loan Banks
("FHLB") advances.
Stockholders' equity increased by $6.3 billion to $58.0 billion as of
December 31, 2019 from December 31, 2018 primarily due to our net income of $5.5
billion, changes in accumulated other comprehensive income of $2.4 billion and
the net issuance of preferred stock, partially offset by repurchases of common
stock under the 2019 Stock Repurchase Program and dividend payments to our
stockholders.
The following is a discussion of material changes in the major components of our
assets and liabilities during 2019. Period-end balance sheet amounts may vary
from average balance sheet amounts due to liquidity and balance sheet management
activities that are intended to support the adequacy of capital while managing
our liquidity requirements, our customers and our market risk exposure in
accordance with our risk appetite.
Investment Securities
Our investment securities portfolio consists primarily of the following: U.S.
Treasury securities; U.S. government-sponsored enterprise or agency ("Agency")
and non-agency residential mortgage-backed securities ("RMBS"); Agency
commercial mortgage-backed securities ("CMBS"); and other securities. Agency
securities include Government National Mortgage Association ("Ginnie Mae")
guaranteed securities, Federal National Mortgage Association ("Fannie Mae") and
Federal Home Loan Mortgage Corporation ("Freddie Mac") issued securities. The
U.S. Treasury and Agency securities generally have high credit ratings and low
credit risks, and our investments in U.S. Treasury and Agency securities
represented 96% of our total investment securities portfolio, as of both
December 31, 2019 and 2018.
On December 31, 2019, we transferred our entire portfolio of held to maturity
securities to available for sale in consideration of changes to regulatory
capital requirements under the Tailoring Rules. As a Category III institution,
we are no longer required to include in regulatory capital certain elements of
AOCI, including unrealized gains and losses from available for sale securities.
The impact of this transfer and changes in interest rates increased the fair
value of our available for sale securities portfolio by $33.1 billion to $79.2
billion as of December 31, 2019 from December 31, 2018. See "MD&A-Capital
Management" and "Note 2-Investment Securities" for more information.
Table 5 presents the amortized cost and fair value for the major categories of
our available for sale securities portfolio as of December 31, 2019, 2018 and
2017.
Table 5: Investment Securities
                                                                  December 31,
                                         2019                         2018                         2017
                                Amortized        Fair        Amortized        Fair        Amortized        Fair
(Dollars in millions)             Cost          Value          Cost          Value          Cost          Value
Investment securities
available for sale:
U.S. Treasury securities      $     4,122     $  4,124     $     6,146     $  6,144     $     5,168     $  5,171
RMBS:
Agency                             62,003       62,839          32,710       31,903          26,013       25,678
Non-agency                          1,235        1,499           1,440        1,742           1,722        2,114
Total RMBS                         63,238       64,338          34,150       33,645          27,735       27,792
Agency CMBS                         9,303        9,426           4,806        4,739           3,209        3,175
Other securities(1)                 1,321        1,325           1,626        1,622           1,516        1,517
Total investment securities   $    77,984     $ 79,213     $    46,728     $ 46,150     $    37,628     $ 37,655
available for sale


__________

(1) Includes primarily supranational bonds, foreign government bonds and other


     asset-backed securities.




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Loans Held for Investment
Total loans held for investment consist of both unsecuritized loans and loans
held in our consolidated trusts. Table 6 summarizes the carrying value of our
loans held for investment by portfolio segment, the allowance for loan and lease
losses, and net loan balance as of December 31, 2019 and 2018.
Table 6: Loans Held for Investment
                                                   December 31, 2019                            December 31, 2018
(Dollars in millions)                     Loans        Allowance      Net Loans        Loans        Allowance      Net Loans
Credit Card                            $ 128,236     $     5,395     $  122,841     $ 116,361     $     5,535     $  110,826
Consumer Banking                          63,065           1,038         62,027        59,205           1,048         58,157
Commercial Banking                        74,508             775         73,733        70,333             637         69,696
Total                                  $ 265,809     $     7,208     $  258,601     $ 245,899     $     7,220     $  238,679


Loans held for investment increased by $19.9 billion to $265.8 billion as of
December 31, 2019 from December 31, 2018 primarily driven by growth in our
domestic credit card loan portfolio, including the acquired Walmart portfolio,
as well as growth in our commercial and auto loan portfolios.
We provide additional information on the composition of our loan portfolio and
credit quality below in "MD&A-Credit Risk Profile," "MD&A-Consolidated Results
of Operations" and "Note 3-Loans."
Funding Sources
Our primary source of funding comes from deposits, as they are a stable and
relatively low cost source of funding. In addition to deposits, we also raise
funding through the issuance of securitized debt obligations and other debt.
Other debt primarily consists of senior and subordinated notes, FHLB advances
secured by certain portions of our loan and securities portfolios, and federal
funds purchased and securities loaned or sold under agreements to repurchase.
Table 7 provides the composition of our primary sources of funding as of
December 31, 2019 and 2018.
Table 7: Funding Sources Composition
                                     December 31, 2019               December 31, 2018
(Dollars in millions)              Amount        % of Total        Amount        % of Total
Deposits:
Consumer Banking               $     213,099          67 %     $     198,607          64 %
Commercial Banking                    32,134          10              29,480          10
Other(1)                              17,464           5              21,677           7
Total deposits                       262,697          82             249,764          81
Securitized debt obligations          17,808           6              18,307           6
Other debt                            37,889          12              40,598          13
Total funding sources          $     318,394         100 %     $     308,669         100 %


__________

(1) Includes brokered deposits of $16.7 billion and $21.2 billion as of

December 31, 2019 and 2018, respectively.




Total deposits increased by $12.9 billion to $262.7 billion as of December 31,
2019 from December 31, 2018 primarily driven by strong growth as a result of our
national banking strategy in our Consumer Banking business.
Securitized debt obligations decreased by $499 million to $17.8 billion as of
December 31, 2019 from December 31, 2018 primarily driven by net maturities in
our credit card securitizations, partially offset by issuances in our auto
securitizations.
Other debt decreased by $2.7 billion to $37.9 billion as of December 31, 2019
from December 31, 2018 primarily driven by maturities of our short-term FHLB
advances.
We provide additional information on our funding sources in "MD&A-Liquidity Risk
Profile" and "Note 8-Deposits and Borrowings."


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Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities represent decreases or increases in taxes
expected to be paid in the future because of future reversals of temporary
differences between the financial reporting and tax bases of assets and
liabilities, as well as from net operating loss and tax credit carryforwards.
Deferred tax assets are recognized subject to management's judgment that these
future deductions are more likely than not to be realized. We evaluate the
recoverability of these future tax deductions by assessing the adequacy of
expected taxable income from all sources, including taxable income in carryback
years, reversal of taxable temporary differences, forecasted operating earnings
and available tax planning strategies. These sources of income rely heavily on
estimates. We use our historical experience and our short and long-range
business forecasts to provide insight.
Deferred tax assets, net of deferred tax liabilities and valuation allowances,
were approximately $1.7 billion as of December 31, 2019, a decrease of $425
million from December 31, 2018. The decrease in our net deferred tax assets was
primarily driven by the increase in the fair value of our investment securities
portfolio.
We recorded valuation allowances of $223 million and $245 million as of
December 31, 2019 and 2018, respectively. We expect to fully realize the 2019
net deferred tax assets in future periods. If changes in circumstances lead us
to change our judgment about our ability to realize deferred tax assets in
future years, we will adjust our valuation allowances in the period that our
change in judgment occurs and record a corresponding increase or charge to
income.
We provide additional information on income taxes in "MD&A-Consolidated Results
of Operations" and "Note 15 - Income Taxes."
OFF-BALANCE SHEET ARRANGEMENTS


In the ordinary course of business, we engage in certain activities that are not
reflected on our consolidated balance sheets, generally referred to as
off-balance sheet arrangements. These activities typically involve transactions
with unconsolidated variable interest entities ("VIEs") as well as other
arrangements, such as letters of credit, loan commitments and guarantees, to
meet the financing needs of our customers and support their ongoing operations.
We provide additional information regarding these types of activities in
"Note 5-Variable Interest Entities and Securitizations" and "Note
18-Commitments, Contingencies, Guarantees and Others."
BUSINESS SEGMENT FINANCIAL PERFORMANCE


Our principal operations are organized for management reporting purposes into
three major business segments, which are defined primarily based on the products
and services provided or the types of customer served: Credit Card, Consumer
Banking and Commercial Banking. The operations of acquired businesses have been
integrated into our existing business segments. Certain activities that are not
part of a segment, such as management of our corporate investment portfolio,
asset/liability management by our centralized Corporate Treasury group and
residual tax expense or benefit to arrive at the consolidated effective tax rate
that is not assessed to our primary business segments, are included in the Other
category.
The results of our individual businesses, which we report on a continuing
operations basis, reflect the manner in which management evaluates performance
and makes decisions about funding our operations and allocating resources. We
may periodically change our business segments or reclassify business segment
results based on modifications to our management reporting methodologies and
changes in organizational alignment. Our business segment results are intended
to reflect each segment as if it were a stand-alone business. We use an internal
management and reporting process to derive our business segment results. Our
internal management and reporting process employs various allocation
methodologies, including funds transfer pricing, to assign certain balance sheet
assets, deposits and other liabilities and their related revenue and expenses
directly or indirectly attributable to each business segment. Total interest
income and non-interest income are directly attributable to the segment in which
they are reported. The net interest income of each segment reflects the results
of our funds transfer pricing process, which is primarily based on a matched
funding concept that takes into consideration market interest rates. Our funds
transfer pricing process provides a funds credit for sources of funds, such as
deposits generated by our Consumer Banking and Commercial Banking businesses,
and a charge for the use of funds by each segment. The allocation process is
unique to each business segment and acquired businesses. We regularly assess the
assumptions, methodologies and reporting classifications used for segment
reporting, which may result in the implementation of refinements or changes in
future periods.
We refer to the business segment results derived from our internal management
accounting and reporting process as our "managed" presentation, which differs in
some cases from our reported results prepared based on U.S. GAAP. There is no
comprehensive


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authoritative body of guidance for management accounting equivalent to U.S.
GAAP; therefore, the managed presentation of our business segment results may
not be comparable to similar information provided by other financial services
companies. In addition, our individual business segment results should not be
used as a substitute for comparable results determined in accordance with U.S.
GAAP.
We summarize our business segment results for the years ended December 31, 2019,
2018 and 2017 and provide a comparative discussion of the results of 2019 and
2018, as well as changes in our financial condition and credit performance
metrics as of December 31, 2019 compared to December 31, 2018. We provide a
reconciliation of our total business segment results to our reported
consolidated results in "Note 17-Business Segments and Revenue from Contracts
with Customers."
Business Segment Financial Performance
Table 8 summarizes our business segment results, which we report based on
revenue and income from continuing operations, for the years ended December 31,
2019, 2018 and 2017. We provide information on the allocation methodologies used
to derive our business segment results in "Note 17-Business Segments and Revenue
from Contracts with Customers."
Table 8: Business Segment Results
                                                                         

Year Ended December 31,


                                      2019                                         2018                                        2017
                         Total Net            Net Income             Total Net                                    Total Net            Net Income
                        Revenue(1)             (Loss)(2)            Revenue(1)           Net Income(2)           Revenue(1)            (Loss)(2)
(Dollars in                       % of                 % of                   % of                   % of                  % of                 % of
millions)             Amount     Total     Amount      Total      Amount   

Total Amount Total Amount Total Amount Total Credit Card $ 18,349 64 % $ 3,127 57 % $ 17,687

63 % $ 3,191 53 % $ 16,973 62 % $ 1,920 91 % Consumer Banking 7,375 26 1,799 32 7,212

       26         1,800       30        7,129       26       1,090      51
Commercial             2,814       10         621       11         2,788       10           806       13        2,969       11         676      32
Banking(3)(4)
Other(3)(4)               55        -         (14 )      -           389        1           228        4          166        1      (1,569 )   (74 )
Total               $ 28,593      100 %   $ 5,533      100  %   $ 28,076      100 %   $   6,025      100 %   $ 27,237      100 %   $ 2,117     100  %


__________

(1) Total net revenue consists of net interest income and non-interest income.

(2) Net income (loss) for our business segments and the Other category is based

on income from continuing operations, net of tax.

(3) Some of our commercial investments generate tax-exempt income, tax credits


     or other tax benefits. Accordingly, we present our Commercial Banking
     revenue and yields on a taxable-equivalent basis, calculated using the
     federal statutory tax rate (21% for 2019 and 2018 and 35% for 2017) and
     state taxes where applicable, with offsetting reductions to the Other
     category.

(4) In the first quarter of 2019, we made a change in how revenue is measured in

our Commercial Banking business by revising the allocation of tax benefits

on certain tax-advantaged investments. As such, prior period results have

been recast to conform with the current period presentation. The result of

this measurement change reduced the previously reported total net revenue in

our Commercial Banking business by $108 million for the year ended December


     31, 2018, with an offsetting increase in the Other category.







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Credit Card Business
The primary sources of revenue for our Credit Card business are net interest
income, net interchange income and fees collected from customers. Expenses
primarily consist of the provision for credit losses, operating costs and
marketing expenses.
Our Credit Card business generated net income from continuing operations of $3.1
billion, $3.2 billion and $1.9 billion in 2019, 2018 and 2017, respectively.
Table 9 summarizes the financial results of our Credit Card business and
displays selected key metrics for the periods indicated.
Table 9: Credit Card Business Results
                                                       Year Ended December 31,                                  Change
(Dollars in millions, except as
noted)                                       2019                  2018                2017         2019 vs. 2018     2018 vs. 2017
Selected income statement data:
Net interest income                   $          14,461     $          14,167     $  13,648             2  %              4  %
Non-interest income                               3,888                 3,520         3,325            10                 6
Total net revenue(1)                             18,349                17,687        16,973             4                 4
Provision for credit losses                       4,992                 4,984         6,066             -               (18 )
Non-interest expense                              9,271                 8,542         7,916             9                 8
Income from continuing operations                                                                      (2 )
before income taxes                               4,086                 4,161         2,991                              39
Income tax provision                                959                   970         1,071            (1 )              (9 )
Income from continuing operations,                                                                     (2 )
net of tax                            $           3,127     $           3,191     $   1,920                              66
Selected performance metrics:
Average loans held for                $         114,202     $         109,820     $ 103,468             4
investment(2)                                                                                                             6
Average yield on loans held for                   15.49 %               15.43 %       15.21  %          6 bps            22 bps
investment(3)
Total net revenue margin(4)                       16.07                 16.11         16.40            (4 )             (29 )
Net charge-offs                       $           5,149     $           5,069     $   5,054             2  %              -
Net charge-off rate                                4.51 %                4.62 %        4.88  %        (11 )bps          (26 )bps
Purchase volume                       $         424,765     $         387,102     $ 336,440            10  %             15  %

(Dollars in millions, except as
noted)                                 December 31, 2019     December 31, 2018        Change
Selected period-end data:
Loans held for investment(2)          $         128,236     $         116,361            10  %
30+ day performing delinquency rate                3.89 %                4.00 %         (11 )bps
30+ day delinquency rate                           3.91                  4.01           (10 )
Nonperforming loan rate(5)                         0.02                  0.02             -
Allowance for loan and lease losses   $           5,395     $           5,535            (3 )%
Allowance coverage ratio                           4.21 %                4.76 %         (55 )bps


__________

(1) We recognize billed finance charges and fee income on open-ended loans in

accordance with the contractual provisions of the credit arrangements and

estimate the uncollectible amount on a quarterly basis. The estimated

uncollectible amount of billed finance charges and fees is reflected as a

reduction in revenue and is not included in our provision for credit losses.

Total net revenue was reduced by $1.4 billion, $1.3 billion and $1.4 billion

in 2019, 2018 and 2017, respectively, for the estimated uncollectible amount

of billed finance charges and fees, and related losses. The finance charge


     and fee reserve totaled $462 million and $468 million as of December 31,
     2019 and 2018, respectively.

(2) Period-end loans held for investment and average loans held for investment

include billed finance charges and fees, net of the estimated uncollectible


     amount.


(3)  Average yield on loans held for investment is calculated by dividing

interest income for the period by average loans held for investment during

the period. Interest income excludes various allocations including funds

transfer pricing that assigns certain balance sheet assets, deposits and

other liabilities and their related revenue and expenses attributable to

each business segment.

(4) Total net revenue margin is calculated by dividing total net revenue for the

period by average loans held for investment during the period. Interest


     income also includes interest income on loans held for sale.


(5)  Within our credit card loan portfolio, only certain loans in our
     international card businesses are classified as nonperforming. See

"MD&A-Nonperforming Loans and Other Nonperforming Assets" for additional


     information.




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Key factors affecting the results of our Credit Card business for 2019 compared to 2018, and changes in financial condition and credit performance between December 31, 2019 and December 31, 2018 include the following: • Net Interest Income: Net interest income increased by $294 million to $14.5

billion in 2019 primarily driven by growth in our domestic credit card loan

portfolio, including the acquired Walmart portfolio.

• Non-Interest Income: Non-interest income increased by $368 million to $3.9

billion in 2019 primarily due to an increase in net interchange fees driven

by higher purchase volume.

• Provision for Credit Losses: The provision for credit losses remained

substantially flat at $5.0 billion in 2019 as the allowance releases due to

the strong economy and stable underlying credit performance and the sale of

certain partnership receivables were largely offset by the allowance build

related to the acquired Walmart portfolio.

• Non-Interest Expense: Non-interest expense increased by $729 million to $9.3

billion in 2019 primarily driven by continued investments in technology and

infrastructure as well as expenses related to the Walmart partnership.

• Loans Held for Investment: Period-end loans held for investment increased by

$11.9 billion to $128.2 billion as of December 31, 2019 from December 31,
     2018 and average loans held for investment increased by $4.4 billion to
     $114.2 billion in 2019 compared to 2018 primarily due to growth in our
     domestic credit card loan portfolio, including the acquired Walmart
     portfolio.

• Net Charge-Off and Delinquency Metrics: The net charge-off rate decreased by

11 basis points to 4.51% in 2019 compared to 2018 primarily driven by the

impacts of the acquired Walmart portfolio, the strong economy and stable

underlying credit performance in our domestic credit card loan portfolio.




The 30+ day delinquency rate decreased by 10 basis points to 3.91% as of
December 31, 2019 from December 31, 2018 primarily due to the strong economy and
stable underlying credit performance in our domestic credit card loan portfolio,
partially offset by the impacts of the acquired Walmart portfolio.


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Domestic Card Business
The Domestic Card business generated net income from continuing operations of
$3.0 billion in both 2019 and 2018 and $1.7 billion in 2017. In 2019, 2018 and
2017, the Domestic Card business accounted for greater than 90% of total net
revenue of our Credit Card business.
Table 9.1 summarizes the financial results for Domestic Card business and
displays selected key metrics for the periods indicated.
Table 9.1: Domestic Card Business Results
                                                         Year Ended December 31,                                  Change
(Dollars in millions, except as
noted)                                         2019                  2018                2017         2019 vs. 2018     2018 vs. 2017
Selected income statement data:
Net interest income                     $          13,265     $          12,926     $  12,504             3 %               3  %
Non-interest income                                 3,684                 3,239         3,069            14                 6
Total net revenue(1)                               16,949                16,165        15,573             5                 4
Provision for credit losses                         4,671                 4,653         5,783             -               (20 )
Non-interest expense                                8,308                 7,621         7,078             9                 8
Income from continuing operations                   3,970                 3,891         2,712                              43
before income taxes                                                                                       2
Income tax provision                                  925                   907           990             2                (8 )
Income from continuing operations,      $           3,045     $           2,984     $   1,722             2                73
net of tax
Selected performance metrics:
Average loans held for investment(2)    $         105,270     $         100,832     $  94,923             4                 6
Average yield on loans held for                     15.47 %               15.36 %       15.16  %         11 bps            20 bps
investment(3)
Total net revenue margin(4)                         16.10                 16.03         16.41             7               (38 )
Net charge-offs                         $           4,818     $           4,782     $   4,739             1 %               1  %
Net charge-off rate                                  4.58 %                4.74 %        4.99  %        (16 )bps          (25 )bps
Purchase volume                         $         390,032     $         354,158     $ 306,824            10 %              15  %

(Dollars in millions, except as
noted)                                   December 31, 2019     December 31, 2018        Change
Selected period-end data:
Loans held for investment(2)            $         118,606     $         107,350            10  %
30+ day performing delinquency rate                  3.93 %                4.04 %         (11 )bps
Allowance for loan and lease losses     $           4,997     $           5,144            (3 )%
Allowance coverage ratio                             4.21 %                4.79 %         (58 )bps


__________

(1) We recognize billed finance charges and fee income on open-ended loans in

accordance with the contractual provisions of the credit arrangements and

estimate the uncollectible amount on a quarterly basis. The estimated

uncollectible amount of billed finance charges and fees is reflected as a

reduction in revenue and is not included in our net charge-offs.

(2) Period-end loans held for investment and average loans held for investment

include billed finance charges and fees, net of the estimated uncollectible


     amount.


(3)  Average yield on loans held for investment is calculated by dividing

interest income for the period by average loans held for investment during

the period. Interest income excludes various allocations including funds

transfer pricing that assigns certain balance sheet assets, deposits and

other liabilities and their related revenue and expenses attributable to

each business segment.

(4) Total net revenue margin is calculated by dividing total net revenue for the

period by average loans held for investment during the period.




Because our Domestic Card business accounts for the substantial majority of our
Credit Card business, the key factors driving the results are similar to the key
factors affecting our total Credit Card business. Net income for our Domestic
Card business increased in 2019 compared to 2018 primarily driven by:
• an increase in net interchange fees due to higher purchase volume; and


• higher net interest income due to growth in our loan portfolio, including

the acquired Walmart portfolio.

These drivers were partially offset by continued investments in technology and infrastructure and expenses related to the Walmart partnership.

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Consumer Banking Business
The primary sources of revenue for our Consumer Banking business are net
interest income from loans and deposits, net interchange income and service
charges and customer-related fees. Expenses primarily consist of the provision
for credit losses, operating costs and marketing expenses.
Our Consumer Banking business generated net income from continuing operations of
$1.8 billion in both 2019 and 2018 and $1.1 billion in 2017.
Table 10 summarizes the financial results of our Consumer Banking business and
displays selected key metrics for the periods indicated.
Table 10: Consumer Banking Business Results
                                                       Year Ended December 31,                                  Change
(Dollars in millions, except as
noted)                                       2019                  2018                2017         2019 vs. 2018     2018 vs. 2017
Selected income statement data:
Net interest income                   $           6,732     $           6,549     $   6,380              3  %              3  %
Non-interest income                                 643                   663           749             (3 )             (11 )
Total net revenue                                 7,375                 7,212         7,129              2                 1
Provision for credit losses                         938                   838         1,180             12               (29 )
Non-interest expense                              4,091                 4,027         4,233              2                (5 )
Income from continuing operations                 2,346                 2,347         1,716              -                37
before income taxes
Income tax provision                                547                   547           626              -               (13 )
Income from continuing operations,    $           1,799     $           1,800     $   1,090              -                65
net of tax
Selected performance metrics:
Average loans held for investment:
Auto                                  $          57,938     $          55,610     $  51,477              4                 8
Home loan(1)                                          -                 6,266        19,681             **               (68 )
Retail banking                                    2,770                 3,075         3,463            (10 )             (11 )
Total consumer banking                $          60,708     $          64,951     $  74,621             (7 )             (13 )
Average yield on loans held for                    8.37 %                7.54 %        6.67  %          83 bps            87 bps

investment(2)


Average deposits                      $         205,012     $         193,053     $ 185,201              6  %              4  %
Average deposits interest rate                     1.24 %                0.95 %        0.62  %          29 bps            33 bps
Net charge-offs                       $             947     $             981     $   1,038             (3 )%             (5 )%
Net charge-off rate                                1.56 %                1.51 %        1.39  %           5 bps            12 bps
Auto loan originations                $          29,251     $          26,276     $  27,737             11  %             (5 )%

(Dollars in millions, except as
noted)                                 December 31, 2019     December 31, 2018        Change
Selected period-end data:
Loans held for investment:
Auto                                  $          60,362     $          56,341             7  %
Retail banking                                    2,703                 2,864            (6 )
Total consumer banking                $          63,065     $          59,205             7
30+ day performing delinquency rate                6.63 %                6.67 %          (4 )bps
30+ day delinquency rate                           7.34                  7.36            (2 )
Nonperforming loan rate                            0.81                  0.81             -
Nonperforming asset rate(3)                        0.91                  0.90             1
Allowance for loan and lease losses   $           1,038     $           1,048            (1 )%
Allowance coverage ratio                           1.65 %                1.77 %         (12 )bps
Deposits                              $         213,099     $         198,607             7  %


__________

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(1) In 2018, we sold all of our consumer home loan portfolio and the related


     servicing. The impact of this sale is reflected in the Other category.


(2)  Average yield on loans held for investment is calculated by dividing

interest income for the period by average loans held for investment during

the period. Interest income excludes various allocations including funds


     transfer pricing that assigns certain balance sheet assets, deposits and
     other liabilities and their related revenue and expenses attributable to
     each business segment.


(3)  Nonperforming assets primarily consist of nonperforming loans and

repossessed assets. The total nonperforming asset rate is calculated based

on total nonperforming assets divided by the combined period-end total loans

held for investment and repossessed assets.

** Not meaningful.

Key factors affecting the results of our Consumer Banking business for 2019 compared to 2018, and changes in financial condition and credit performance between December 31, 2019 and December 31, 2018 include the following: • Net Interest Income: Net interest income increased by $183 million to $6.7

billion in 2019 primarily driven by higher yields and growth in our auto

loan portfolio as well as higher deposit volumes in our Retail Banking

business, partially offset by the reduction in net interest income from the

sale of our consumer home loan portfolio.




Consumer Banking loan yields increased by 83 basis points to 8.37% in 2019
compared to 2018. The increase was primarily driven by changes in product mix
due to the sale of our consumer home loan portfolio as well as originated yield
improvements in our auto loan portfolio.
•    Non-Interest Income: Non-interest income remained substantially flat at $643

million in 2019.

• Provision for Credit Losses: The provision for credit losses increased by

$100 million to $938 million in 2019 primarily driven by the allowance

release in 2018 largely due to improvements in credit trends in our auto

loan portfolio.

• Non-Interest Expense: Non-interest expense increased by $64 million to $4.1

billion in 2019 primarily driven by higher operating expenses due to growth

in our auto loan portfolio and increased marketing expense associated with

our national banking strategy, partially offset by lower operating expense

due to the sale of our consumer home loan portfolio.

• Loans Held for Investment: Period-end loans held for investment increased by

$3.9 billion to $63.1 billion as of December 31, 2019 from December 31, 2018

due to growth in our auto loan portfolio. Average loans held for investment

decreased by $4.2 billion to $60.7 billion in 2019 compared to 2018

primarily due to the sale of our consumer home loan portfolio, partially

offset by growth in our auto loan portfolio.

• Deposits: Period-end deposits increased by $14.5 billion to $213.1 billion

as of December 31, 2019 from December 31, 2018 driven by strong growth as a

result of our national banking strategy.

• Net Charge-Off and Delinquency Metrics: The net charge-off rate increased by

5 basis points to 1.56% in 2019 compared to 2018 primarily driven by lower

loan balances due to the sale of our consumer home loan portfolio, partially

offset by lower net charge-offs and growth in our auto loan portfolio.




The 30+ day delinquency rate remained substantially flat at 7.34% as of
December 31, 2019 from December 31, 2018 as the impact of growth in our auto
loan portfolio was largely offset by higher auto delinquency inventories.
Commercial Banking Business
The primary sources of revenue for our Commercial Banking business are net
interest income from loans and deposits and non-interest income from customer
fees and other products and services. Because our Commercial Banking business
has loans and investments that generate tax-exempt income, tax credits or other
tax benefits, we present the revenues on a taxable-equivalent basis. Expenses
primarily consist of the provision for credit losses, operating costs and
marketing expenses.
Our Commercial Banking business generated net income from continuing operations
of $621 million, $806 million and $676 million in 2019, 2018 and 2017,
respectively.


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Table 11 summarizes the financial results of our Commercial Banking business and displays selected key metrics for the periods indicated. Table 11: Commercial Banking Business Results


                                                       Year Ended December 31,                                 Change
(Dollars in millions, except as
noted)                                        2019                  2018               2017        2019 vs. 2018     2018 vs. 2017
Selected income statement data:
Net interest income                    $           1,983     $           2,044     $  2,261            (3 )%           (10 )%
Non-interest income                                  831                   744          708            12                5
Total net revenue(1)(2)                            2,814                 2,788        2,969             1               (6 )
Provision for credit losses(3)                       306                    83          301            **              (72 )
Non-interest expense                               1,699                 1,654        1,603             3                3
Income from continuing operations                    809                 1,051        1,065           (23 )             (1 )
before income taxes
Income tax provision                                 188                   245          389           (23 )            (37 )
Income from continuing operations,     $             621     $             806     $    676           (23 )             19
net of tax
Selected performance metrics:
Average loans held for investment:
Commercial and multifamily real        $          29,608     $          27,771     $ 27,370             7                1
estate
Commercial and industrial                         42,863                39,188       39,606             9               (1 )
Total commercial lending                          72,471                66,959       66,976             8                -
Small-ticket commercial real estate                   69                   371          442           (81 )            (16 )
Total commercial banking               $          72,540     $          67,330     $ 67,418             8                -
Average yield on loans held for                     4.51 %                4.46 %       3.87 %           5 bps           59 bps

investment(1)(4)


Average deposits                       $          31,229     $          32,175     $ 33,947            (3 )%            (5 )%
Average deposits interest rate                      1.18 %                0.72 %       0.39 %          46 bps           33 bps
Net charge-offs                        $             156     $              56     $    465           179  %           (88 )%
Net charge-off rate                                 0.22 %                0.08 %       0.69 %          14 bps          (61 )bps

(Dollars in millions, except as
noted)                                  December 31, 2019     December 31, 2018       Change
Selected period-end data:
Loans held for investment:
Commercial and multifamily real        $          30,245     $          28,899            5 %
estate
Commercial and industrial                         44,263                41,091            8
Total commercial lending                          74,508                69,990            6
Small-ticket commercial real estate                    -                   343           **
Total commercial banking               $          74,508     $          70,333            6
Nonperforming loan rate                             0.60 %                0.44 %         16 bps
Nonperforming asset rate(5)                         0.60                  0.45           15
Allowance for loan and lease           $             775     $             637           22 %
losses(3)
Allowance coverage ratio                            1.04 %                0.91 %         13 bps
Deposits                               $          32,134     $          29,480            9 %
Loans serviced for others                         38,481                32,588           18


__________

(1) Some of our commercial investments generate tax-exempt income, tax credits


     or other tax benefits. Accordingly, we present our Commercial Banking
     revenue and yields on a taxable-equivalent basis, calculated using the
     federal statutory tax rate (21% for 2019 and 2018 and 35% for 2017) and
     state taxes where applicable, with offsetting reductions to the Other
     category.

(2) In the first quarter of 2019, we made a change in how revenue is measured in

our Commercial Banking business by revising the allocation of tax benefits

on certain tax-advantaged investments. As such, prior period results have

been recast to conform with the current period presentation. The result of

this measurement change reduced the previously reported total net revenue in

our Commercial Banking business by $108 million for the year ended December


     31, 2018, with an offsetting increase in the Other category.




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(3) The provision for losses on unfunded lending commitments is included in the

provision for credit losses in our consolidated statements of income and the

related reserve for unfunded lending commitments is included in other

liabilities on our consolidated balance sheets. Our reserve for unfunded

lending commitments totaled $130 million, $118 million and $117 million as


     of December 31, 2019, 2018 and 2017, respectively.


(4)  Average yield on loans held for investment is calculated by dividing

interest income for the period by average loans held for investment during

the period. Interest income excludes various allocations including funds


     transfer pricing that assigns certain balance sheet assets, deposits and
     other liabilities and their related revenue and expenses attributable to
     each business segment.

(5) Nonperforming assets consist of nonperforming loans and other foreclosed

assets. The total nonperforming asset rate is calculated based on total

nonperforming assets divided by the combined period-end total loans held for

investment and other foreclosed assets.

** Not meaningful.

Key factors affecting the results of our Commercial Banking business for 2019 compared to 2018, and changes in financial condition and credit performance between December 31, 2019 and December 31, 2018 include the following: • Net Interest Income: Net interest income decreased by $61 million to $2.0

billion in 2019 primarily driven by lower margin on loans and deposits,

partially offset by growth across our commercial loan portfolios.

• Non-Interest Income: Non-interest income increased by $87 million to $831

million in 2019 primarily driven by higher revenue from our capital markets,

treasury management products, and agency businesses.

• Provision for Credit Losses: Provision for credit losses increased by $223

million to $306 million in 2019 primarily driven by credit deterioration in

our commercial energy loan portfolio.

• Non-Interest Expense: Non-interest expense increased by $45 million to $1.7

billion in 2019 primarily driven by higher operating expenses associated

with continued investments in technology and other business initiatives.

• Loans Held for Investment: Period-end loans held for investment increased by

$4.2 billion to $74.5 billion as of December 31, 2019 from December 31,
     2018, and average loans held for investment increased by $5.2 billion to

$72.5 billion in 2019 compared to 2018 primarily driven by growth across our

commercial loan portfolios.

• Deposits: Period-end deposits increased by $2.7 billion to $32.1 billion as

of December 31, 2019 from December 31, 2018 primarily driven by new business

growth.

• Net Charge-Off and Nonperforming Metrics: The net charge-off rate increased

by 14 basis points to 0.22% in 2019 primarily driven by charge-offs in our

commercial energy loan portfolio.




The nonperforming loan rate increased by 16 basis points to 0.60% as of
December 31, 2019 from December 31, 2018 primarily driven by downgrades in our
commercial energy loan portfolio.
Other Category
Other includes unallocated amounts related to our centralized Corporate Treasury
group activities, such as management of our corporate investment portfolio,
asset/liability management and certain capital management activities. Other also
includes:
•    unallocated corporate revenue and expenses that do not directly support the

operations of the business segments or for which the business segments are

not considered financially accountable in evaluating their performance, such

as certain restructuring charges;

• offsets related to certain line-item reclassifications;

• residual tax expense or benefit to arrive at the consolidated effective tax

rate that is not assessed to our primary business segments; and

• foreign exchange-rate fluctuations on foreign currency-denominated balances.






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Table 12 summarizes the financial results of our Other category for the periods
indicated.
Table 12: Other Category Results
                                               Year Ended December 31,                         Change
(Dollars in millions)                     2019           2018          2017        2019 vs. 2018     2018 vs. 2017
Selected income statement data:
Net interest income                   $      164      $     115     $     171           43  %            (33 )%
Non-interest income (loss)                  (109 )          274            (5 )         **                **
Total net revenue(1)(2)                       55            389           166          (86 )             134
Provision (benefit) for credit                 -            (49 )           4           **                **

losses


Non-interest expense(3)                      422            679           442          (38 )              54
Loss from continuing operations             (367 )         (241 )        (280 )         52               (14 )
before income taxes
Income tax provision (benefit)              (353 )         (469 )       1,289          (25 )              **

Income (loss) from continuing $ (14 ) $ 228 $ (1,569 ) **

                **
operations, net of tax


__________

(1) Some of our commercial investments generate tax-exempt income, tax credits


     or other tax benefits. Accordingly, we present our Commercial Banking
     revenue and yields on a taxable-equivalent basis, calculated using the
     federal statutory tax rate (21% for 2019 and 2018 and 35% for 2017) and
     state taxes where applicable, with offsetting reductions to the Other
     category.

(2) In the first quarter of 2019, we made a change in how revenue is measured in

our Commercial Banking business by revising the allocation of tax benefits

on certain tax-advantaged investments. As such, prior period results have

been recast to conform with the current period presentation. The result of

this measurement change reduced the previously reported total net revenue in

our Commercial Banking business by $108 million for the year ended December


     31, 2018, with an offsetting increase in the Other category.


(3)  Includes $38 million of net Cybersecurity Incident expenses in 2019,
     consisting of $72 million of expenses and $34 million of insurance
     recoveries.


** Not meaningful.


Net loss from continuing operations recorded in the Other category was $14
million in 2019 compared to net income of $228 million in 2018, primarily driven
by the net impact of the absence of significant activities that occurred in
2018, including gains from the sales of our exited businesses, a benefit related
to a tax methodology change on rewards costs, an impairment charge as a result
of repositioning our investment securities portfolio, and a legal reserve build.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES


The preparation of financial statements in accordance with U.S. GAAP requires
management to make a number of judgments, estimates and assumptions that affect
the amount of assets, liabilities, income and expenses on the consolidated
financial statements. Understanding our accounting policies and the extent to
which we use management judgment and estimates in applying these policies is
integral to understanding our financial statements. We provide a summary of our
significant accounting policies under "Note 1-Summary of Significant Accounting
Policies."
We have identified the following accounting estimates as critical because they
require significant judgments and assumptions about highly complex and
inherently uncertain matters and the use of reasonably different estimates and
assumptions could have a material impact on our results of operations or
financial condition. Our critical accounting policies and estimates are as
follows:
• Loan loss reserves


• Asset impairment

• Fair value of financial instruments

• Customer rewards reserve

We evaluate our critical accounting estimates and judgments on an ongoing basis and update them as necessary, based on changing conditions. Management has discussed our critical accounting policies and estimates with the Audit Committee of the Board of Directors.

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Loan Loss Reserves
We maintain an allowance for loan and lease losses that represents management's
estimate of incurred loan and lease losses inherent in our credit card, consumer
banking and commercial banking loans held for investment as of each balance
sheet date. We also separately reserve for contractually binding unfunded
lending commitments. We build our allowance for loan and lease losses and
reserve for unfunded lending commitments through the provision for credit
losses, which is driven by charge-offs, changes in the allowance for loan and
lease losses and changes in the reserve for unfunded lending commitments. The
allowance for loan and lease losses was $7.2 billion as of December 31, 2019 and
December 31, 2018.
We have an established process, using analytical tools and management judgment,
to determine our allowance for loan and lease losses. Establishing the allowance
each quarter involves evaluating many factors including, but not limited to,
historical loss and recovery experience, recent trends in delinquencies and
charge-offs, risk ratings, the impact of bankruptcy filings, the value of
collateral underlying secured loans, account seasoning, changes in our credit
evaluation, underwriting and collection management policies, seasonality, credit
bureau scores, general economic conditions, changes in the legal and regulatory
environment and uncertainties in forecasting and modeling techniques used in
estimating our allowance for loan and lease losses. Key factors that have a
significant impact on our allowance for loan and lease losses include
assumptions about employment levels, home prices and the valuation of commercial
properties, automobiles and other collateral.
We have a governance framework intended to ensure that our estimate of the
allowance for loan and lease losses is appropriate. Our governance framework
provides for oversight of methods, models, qualitative adjustments, process
controls and results. At least quarterly, representatives from the Finance and
Risk Management organizations review and assess our allowance methodologies, key
assumptions and the appropriateness of the allowance for loan and lease losses.
Groups independent of our estimation functions participate in the review and
validation process. Tasks performed by these groups include periodic review of
the rationale for and quantification of judgmental inputs and adjustments to
results.
We have a model policy, established by an independent Model Risk Office, which
governs the validation of models and related supporting documentation to ensure
the appropriate use of models for estimating credit losses. The Model Risk
Office validates all models and requires ongoing monitoring of their
performance.
In addition to the allowance for loan and lease losses, we review and assess our
estimate of probable losses related to contractually binding unfunded lending
commitments on a quarterly basis. The factors impacting our assessment generally
align with those considered in our evaluation of the allowance for loan and
lease losses for the Commercial Banking business. Changes to the reserve for
losses on unfunded lending commitments are recorded through the provision for
credit losses in the consolidated statements of income and to other liabilities
on the consolidated balance sheets.
Although we examine a variety of externally available data, as well as our
internal loan performance data, to determine our allowance for loan and lease
losses and reserve for unfunded lending commitments, our estimation process is
subject to risks and uncertainties, including a reliance on historical loss and
trend information that may not be representative of current conditions and
indicative of future performance. Accordingly, our actual credit loss experience
may not be in line with our expectations. We provide additional information on
the methodologies and key assumptions used in determining our allowance for loan
and lease losses for each of our loan portfolio segments in "Note 1-Summary of
Significant Accounting Policies." We provide information on the components of
our allowance, disaggregated by impairment methodology, and changes in our
allowance in "Note 4-Allowance for Loan and Lease Losses and Reserve for
Unfunded Lending Commitments."
Finance Charge and Fee Reserves
Finance charges and fees on credit card loans are recorded in revenue when
earned. Billed finance charges and fees on credit card loans are included in
loans held for investment net of amounts that we consider uncollectible.
Unbilled finance charges and fees on credit card loans are included in interest
receivable. We continue to accrue finance charges and fees on credit card loans
until the account is charged-off. When we do not expect full payment of billed
finance charges and fees, we reduce the balance of our credit card loan
receivables and revenue by the amount of finance charges and fees billed but not
expected to be collected. Total net revenue was reduced by $1.4 billion, $1.3
billion and $1.4 billion in 2019, 2018 and 2017, respectively, for the estimated
uncollectible amount of billed finance charges and fees. The finance charge and
fee reserve totaled $462 million and $468 million as of December 31, 2019 and
2018, respectively.


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We review and assess the adequacy of the uncollectible finance charge and fee
reserve on a quarterly basis. Our methodology for estimating the uncollectible
portion of billed finance charges and fees is consistent with the methodology we
use to estimate the allowance for incurred losses on the principal portion of
our credit card loan receivables.
Asset Impairment
In addition to our loan portfolio, we review other assets for impairment on a
regular basis in accordance with applicable accounting guidance. This process
requires significant management judgment and involves various estimates and
assumptions. Below we describe our process for assessing impairment of goodwill
and the key estimates and assumptions involved in this process.
Goodwill
Goodwill represents the excess of the fair value of the consideration
transferred in a business combination, plus the fair value of any
non-controlling interests in the acquiree, over the fair value of the net assets
acquired and liabilities assumed as of the acquisition date.
Goodwill totaled $14.7 billion and $14.5 billion as of December 31, 2019 and
2018, respectively. We did not recognize any goodwill impairment in 2019 and
2018. See "Note 6-Goodwill and Intangible Assets" for additional information.
We perform our goodwill impairment test annually on October 1 at a reporting
unit level. We also are required to test goodwill for impairment whenever events
or circumstances indicate it is more-likely-than-not that an impairment may have
occurred. We have four reporting units: Credit Card, Auto, Other Consumer
Banking and Commercial Banking.
The goodwill impairment test is a two-step process. The first step involves a
comparison of the estimated fair value of a reporting unit to its carrying
amount, including goodwill. If the estimated fair value exceeds its carrying
amount, goodwill of the reporting unit is not impaired. If the estimated fair
value of a reporting unit is below its carrying amount, management must estimate
the fair value of the assets and liabilities of that reporting unit's balance
sheet based on applicable accounting guidance in order to measure the
impairment.
For the purpose of our goodwill impairment testing, we calculate the carrying
amount of a reporting unit using an allocated capital approach based on each
reporting unit's specific regulatory capital requirements, economic capital
requirements, and underlying risks. The carrying amount for a reporting unit is
the sum of its respective capital requirements, goodwill and intangibles
balances. We then compare the carrying amount to our total consolidated
stockholders' equity to assess the reasonableness of our methodology. The total
carrying amount of our four reporting units was $50.5 billion, as compared to
consolidated stockholder's equity of $58.2 billion as of October 1, 2019. The
$7.7 billion excess in consolidated stockholder's equity was primarily
attributable to capital allocated to our Other category and other future capital
needs such as dividends, share buybacks or other strategic initiatives.
Determining the fair value of a reporting unit is a subjective process that
requires the use of estimates and the exercise of significant judgment. We
calculated the fair value of our reporting units using a discounted cash flow
("DCF") calculation, a form of the income approach. This income approach
calculation used projected cash flows based on each reporting unit's internal
forecast and the perpetuity growth method to calculate terminal values. Our DCF
analysis required management to make estimates about future loan, deposit and
revenue growth, as well as credit losses and capital rates. These cash flows and
terminal values were then discounted using discount rates based on our external
cost of capital with adjustments for the risk inherent in each reporting unit.
The reasonableness of the DCF approach was assessed by reference to a
market-based approach using comparable market multiples and recent market
transactions where available. The results of the 2019 annual impairment test for
the Credit Card, Auto, Other Consumer Banking and Commercial Banking reporting
units indicated that the estimated fair values of these four reporting units
substantially exceeded their carrying amounts.
Assumptions used in estimating the fair value of a reporting unit are judgmental
and inherently uncertain. A significant change in the economic conditions of a
reporting unit, such as declines in business performance, increases in credit
losses, increases in capital requirements, deterioration of market conditions,
adverse impacts of regulatory or legislative changes or increases in the
estimated cost of capital, could cause the estimated fair values of our
reporting units to decline in the future, and increase the risk of a
goodwill impairment in a future period.
Fair Value
Fair value, also referred to as an exit price, is defined as the price that
would be received for an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date. The fair value
accounting guidance provides a


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three-level fair value hierarchy for classifying financial instruments. This
hierarchy is based on the markets in which the assets or liabilities trade and
whether the inputs to the valuation techniques used to measure fair value are
observable or unobservable. The fair value measurement of a financial asset or
liability is assigned a level based on the lowest level of any input that is
significant to the fair value measurement in its entirety. The three levels of
the fair value hierarchy are described below:
Level 1: Valuation is based on quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2: Valuation is based on observable market-based inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities, quoted prices
in markets that are not active, or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the
assets or liabilities.
Level 3: Valuation is generated from techniques that use significant assumptions
not observable in the market. Valuation techniques include pricing models,
discounted cash flow methodologies or similar techniques.
The degree of management judgment involved in determining the fair value of a
financial instrument is dependent upon the availability of quoted prices in
active markets or observable market parameters. When quoted prices and
observable data in active markets are not fully available, management judgment
is necessary to estimate fair value. Changes in market conditions, such as
reduced liquidity in the capital markets or changes in secondary market
activities, may reduce the availability and reliability of quoted prices or
observable data used to determine fair value.
We have developed policies and procedures to determine when markets for our
financial assets and liabilities are inactive if the level and volume of
activity has declined significantly relative to normal conditions. If markets
are determined to be inactive, it may be appropriate to adjust price quotes
received. When significant adjustments are required to price quotes or inputs,
it may be appropriate to utilize an estimate based primarily on unobservable
inputs.
Significant judgment may be required to determine whether certain financial
instruments measured at fair value are classified as Level 2 or Level 3. In
making this determination, we consider all available information that market
participants use to measure the fair value of the financial instrument,
including observable market data, indications of market liquidity and
orderliness, and our understanding of the valuation techniques and significant
inputs used. Based upon the specific facts and circumstances of each instrument
or instrument category, judgments are made regarding the significance of the
Level 3 inputs to the instruments' fair value measurement in its entirety. If
Level 3 inputs are considered significant, the instrument is classified as Level
3. The process for determining fair value using unobservable inputs is generally
more subjective and involves a high degree of management judgment and
assumptions. We discuss changes in the valuation inputs and assumptions used in
determining the fair value of our financial instruments, including the extent to
which we have relied on significant unobservable inputs to estimate fair value
and our process for corroborating these inputs, in "Note 16-Fair Value
Measurement."
We have a governance framework and a number of key controls that are intended to
ensure that our fair value measurements are appropriate and reliable. Our
governance framework provides for independent oversight and segregation of
duties. Our control processes include review and approval of new transaction
types, price verification, and review of valuation judgments, methods, models,
process controls and results.
Groups independent of our trading and investing functions participate in the
review and validation process. Tasks performed by these groups include periodic
verification of fair value measurements to determine if assigned fair values are
reasonable, including comparing prices from vendor pricing services to other
available market information.
Our Fair Value Committee ("FVC"), which includes representation from business
areas, Risk Management and Finance, provides guidance and oversight to ensure an
appropriate valuation control environment. The FVC regularly reviews and
approves our fair valuations to ensure that our valuation practices are
consistent with industry standards and adhere to regulatory and accounting
guidance.
We have a model policy, established by an independent Model Risk Office, which
governs the validation of models and related supporting documentation to ensure
the appropriate use of models for pricing and fair value measurements. The Model
Risk Office validates all models and requires ongoing monitoring of their
performance.
The fair value governance process is set up in a manner that allows the
Chairperson of the FVC to escalate valuation disputes that cannot be resolved by
the FVC to a more senior committee called the Valuations Advisory Committee
("VAC") for resolution. The VAC is chaired by the Chief Financial Officer and
includes other members of senior management. The VAC convenes to review
escalated valuation disputes.


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Customer Rewards Reserve
We offer products, primarily credit cards, which include programs that allow
members to earn rewards based on account activity that can be redeemed for cash
(primarily in the form of statement credits), gift cards, travel, or coverage of
eligible charges. The amount of rewards that a customer earns varies based on
the terms and conditions of the rewards program and product. The majority of our
rewards do not expire and there is no limit on the amount of rewards an eligible
card member can earn. Customer rewards costs, which we generally record as an
offset to interchange income, are driven by various factors such as card member
purchase volume, the terms and conditions of the rewards program, and rewards
redemption cost. We establish a customer rewards reserve that reflects
management's estimate of rewards earned that are expected to be redeemed and the
estimated redemption cost.
We use financial models to estimate ultimate redemption rates of rewards earned
to date by current card members based on historical redemption trends, current
enrollee redemption behavior, card product type, year of program enrollment,
enrollment tenure and card spend levels. Our current assumption is that the vast
majority of all rewards earned will eventually be redeemed. We use a
weighted-average redemption cost during the previous twelve months, adjusted as
appropriate for recent changes in redemption costs, including the mix of rewards
redeemed, to estimate future redemption costs. We continually evaluate our
reserve and assumptions based on developments in redemption patterns, changes to
the terms and conditions of the rewards program and other factors. We recognized
customer rewards expense of $4.9 billion, $4.4 billion and $3.7 billion in 2019,
2018 and 2017, respectively. Our customer rewards reserve, which is included in
other liabilities on our consolidated balance sheets, totaled $4.7 billion and
$4.3 billion as of December 31, 2019 and 2018, respectively.
ACCOUNTING CHANGES AND DEVELOPMENTS


Accounting Standards Issued but Not Adopted as of December 31, 2019


                                                            Adoption Timing and
        Standard                     Guidance               Financial Statements
                                                                  Impacts
Cloud Computing             Aligns the requirements      We adopted this guidance
ASU No. 2018-15,            for capitalizing             in the first quarter of
Intangibles-Goodwill and    implementation costs         2020 using the prospective
Other-Internal-Use          incurred in a hosting        method of adoption.
Software (Subtopic          arrangement that is a        Our adoption of this
350-40): Customer's         service contract with the    standard did not have a
Accounting for              requirements for             material impact on our
Implementation Costs        capitalizing                 consolidated financial
Incurred in a Cloud         implementation costs         statements.
Computing Arrangement       incurred to develop or
That Is a Service           obtain internal-use
Contract                    software (and hosting
Issued August 2018          arrangements that include
                            an internal-use software
                            license).

Goodwill Impairment Test    Eliminates the second step   We adopted this guidance
Simplification              from the current goodwill    in the first quarter of
ASU No. 2017-04,            impairment test.             2020 using the prospective
Intangibles-Goodwill and    Under the current            method of adoption.
Other (Topic 350):          guidance, the first step     Our adoption of this
Simplifying the Test for    compares a reporting         standard did not have a
Goodwill Impairment         unit's carrying value to     material impact on our
Issued January 2017         its fair value. If the       consolidated financial
                            carrying value exceeds       statements.
                            fair value, an entity
                            performs the second step,
                            which assigns the
                            reporting unit's fair
                            value to its assets and
                            liabilities, including
                            unrecognized assets and
                            liabilities, in the same
                            manner as required in
                            purchase accounting.
                            Under the new guidance,
                            any impairment of a
                            reporting unit's goodwill
                            is determined based on the
                            amount by which the
                            reporting unit's carrying
                            value exceeds its fair
                            value, limited to the
                            amount of goodwill
                            allocated to the reporting
                            unit.




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                                                            Adoption Timing and
        Standard                     Guidance               Financial Statements
                                                                  Impacts
Current Expected Credit     Requires use of the          We adopted this guidance
Loss ("CECL")               current expected credit      in the first quarter of
ASU No. 2016-13,            loss model that is based     2020, using the modified
Financial                   on expected losses (net of   retrospective method of
Instruments-Credit Losses   expected recoveries),        adoption. Prior to
(Topic 326): Measurement    rather than incurred         adopting this guidance, we
of Credit Losses on         losses, to determine our     completed evaluations of
Financial Instruments       allowance for credit         data requirements and
Issued June 2016            losses on financial assets   necessary changes to our
                            measured at amortized        credit loss estimation
                            cost, certain net            methods, processes,
                            investments in leases and    systems and controls. We
                            certain off-balance sheet    also completed model
                            arrangements.                validations and multiple
                            Replaces current             tests of our full
                            accounting for purchased     end-to-end allowance
                            credit-impaired ("PCI")      processes.
                            and impaired loans.          As a result of our
                            Amends the                   adoption, we estimate an
                            other-than-temporary         increase to our reserves
                            impairment model for         for credit losses of $2.9
                            available for sale debt      billion, an increase to
                            securities to require that   our deferred tax assets of
                            credit losses be recorded    $698 million, and a
                            through an allowance         decrease to our retained
                            approach, rather than        earnings of $2.2 billion.
                            through permanent            These amounts are subject
                            write-downs for credit       to change as we finalize
                            losses and subsequent        our adoption efforts.
                            accretion of positive
                            changes through interest
                            income over time.


See "Note 1-Summary of Significant Accounting Policies" for information on the
accounting standards we adopted in 2019.
CAPITAL MANAGEMENT


The level and composition of our capital are determined by multiple factors,
including our consolidated regulatory capital requirements and internal
risk-based capital assessments such as internal stress testing and economic
capital. The level and composition of our capital may also be influenced by
rating agency guidelines, subsidiary capital requirements, business environment,
conditions in the financial markets and assessments of potential future losses
due to adverse changes in our business and market environments.
Capital Standards and Prompt Corrective Action
We are subject to capital adequacy standards adopted by the Board of Governors
of the Federal Reserve System ("Federal Reserve"), Office of the Comptroller of
the Currency ("OCC") and Federal Deposit Insurance Corporation ("FDIC")
(collectively, the "Federal Banking Agencies"), including the capital rules that
implemented the Basel III capital framework ("Basel III Capital Rule") developed
by the Basel Committee on Banking Supervision ("Basel Committee"). Moreover, the
Banks, as insured depository institutions, are subject to Prompt Corrective
Action ("PCA") capital regulations.
The Basel III Capital Rule includes the "Basel III Standardized Approach" and
the "Basel III Advanced Approaches." We entered parallel run under Basel III
Advanced Approaches on January 1, 2015, during which we were required to
calculate capital ratios under both the Basel III Standardized Approach and the
Basel III Advanced Approaches, though we used the Standardized Approach for
purposes of meeting regulatory capital requirements.
In October 2019, the Federal Banking Agencies amended the Basel III Capital Rule
to provide for tailored application of certain capital requirements across
different categories of banking institutions ("Tailoring Rules"). As a bank
holding company ("BHC") with total consolidated assets of at least $250 billion
that does not exceed any of the applicable risk-based thresholds, we are a
Category III institution under the Tailoring Rules. As such, we are no longer
subject to the Basel III Advanced Approaches and certain associated capital
requirements, such as the requirement to include in regulatory capital certain
elements of AOCI.
In July 2019, the Federal Banking Agencies finalized certain changes in the
Basel III Capital Rule for institutions not subject to the Basel III Advanced
Approaches, including Capital One ("Capital Simplification Rule"). These
changes, effective January 1, 2020, generally raise the threshold above which
institutions subject to the Capital Simplification Rule must deduct certain
assets from their common equity Tier 1 capital, including certain deferred tax
assets, mortgage servicing assets, and investments in unconsolidated financial
institutions. While the higher thresholds will not impact our current capital
levels, in stress scenarios they may provide a benefit by enabling us to include
more deferred tax assets in our common equity Tier 1 capital. All else equal, we
anticipate that the Tailoring Rules and Capital Simplification Rule will, taken
together, decrease our capital requirements.


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The Basel III Capital Rule requires banking institutions to maintain a capital
conservation buffer, composed of common equity Tier 1 capital, of 2.5% above the
regulatory minimum ratios. In addition, Category III institutions, including the
Company and the Banks, are subject to certain capital requirements formerly
applicable only to Basel III Advanced Approaches banking organizations. Category
III institutions are subject to a supplementary leverage ratio of 3.0% and their
capital conservation buffer may be supplemented by an incremental
countercyclical capital buffer of up to 2.5% composed of common equity Tier 1
capital and set at the discretion of the Federal Banking Agencies. As of
December 31, 2019, the countercyclical capital buffer was zero percent in the
United States. A determination to increase the countercyclical capital buffer
generally would be effective twelve months after the announcement of such an
increase, unless the Federal Banking Agencies set an earlier effective date.
The Market Risk Rule requires institutions subject to the rule to adjust their
risk-based capital ratios to reflect the market risk in their trading
portfolios. As of December 31, 2019, the Company and CONA are subject to the
Market Risk Rule. See "MD&A-Market Risk Profile" below for additional
information.
In December 2018, the Federal Banking Agencies revised the Basel III Capital
Rule to identify which credit loss allowances under the CECL model are eligible
for inclusion in regulatory capital and to provide banking organizations the
option to phase in over a three-year transition period ending January 1, 2023
the day-one adverse effects on regulatory capital that may result from the
adoption of the CECL model ("CECL Transition Election"). The CECL model became
applicable to us as of January 1, 2020 and we intend to make the CECL Transition
Election effective in the first quarter of 2020.
The minimum capital requirement plus capital conservation buffer and
countercyclical capital buffer for common equity Tier 1 capital, Tier 1 capital
and total capital ratios is 7.0%, 8.5% and 10.5%, respectively, for the Company
and the Banks. A common equity Tier 1 capital ratio, Tier 1 capital ratio, or
total capital ratio below the applicable regulatory minimum ratio plus the
applicable capital conservation buffer and the applicable countercyclical buffer
(if set to an amount greater than zero percent) might restrict a bank's ability
to distribute capital and make discretionary bonus payments.
The Company exceeded the minimum capital requirements and each of the Banks
exceeded the minimum regulatory requirements and were well capitalized under PCA
requirements as of December 31, 2019 and 2018, respectively.
For the description of the regulatory capital rules we are subject to, see "Part
I-Item 1. Business-Supervision and Regulation."


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On December 31, 2019, we transferred our entire portfolio of held to maturity
securities to available for sale in consideration of changes to regulatory
capital requirements under the Tailoring Rules, which no longer require Category
III institutions to include in regulatory capital certain elements of AOCI,
including unrealized gains and losses from available for sale securities. On the
date of transfer, these securities had a fair value of $33.2 billion, including
pre-tax unrealized gains of $1.2 billion recognized in AOCI ($888 million
after-tax). Inclusive of this transfer, the AOCI associated with our available
for sale securities portfolio increased our common equity Tier 1 ratio by
approximately 30 basis points as of December 31, 2019, see "MD&A-Executive
Summary and Business Outlook" for more information.
Table 13 provides a comparison of our regulatory capital ratios under the Basel
III Standardized Approach, the regulatory minimum capital adequacy ratios and
the PCA well-capitalized level for each ratio, where applicable, as of
December 31, 2019 and 2018.
Table 13: Capital Ratios under Basel III(1)
                                               December 31, 2019                      December 31, 2018
                                                  Minimum                                Minimum
                                      Capital     Capital        Well-       Capital     Capital        Well-
                                       Ratio     Adequacy     Capitalized     Ratio     Adequacy     Capitalized
Capital One Financial Corp:
Common equity Tier 1 capital(2)         12.2 %      4.5 %          N/A         11.2 %      4.5 %          N/A
Tier 1 capital(3)                       13.7        6.0            6.0 %       12.7        6.0            6.0 %
Total capital(4)                        16.1        8.0           10.0         15.1        8.0           10.0
Tier 1 leverage(5)                      11.7        4.0            N/A         10.7        4.0            N/A
Supplementary leverage(6)                9.9        3.0            N/A          9.0        3.0            N/A
COBNA:
Common equity Tier 1 capital(2)         16.1        4.5            6.5         15.3        4.5            6.5
Tier 1 capital(3)                       16.1        6.0            8.0         15.3        6.0            8.0
Total capital(4)                        18.1        8.0           10.0         17.6        8.0           10.0
Tier 1 leverage(5)                      14.8        4.0            5.0         14.0        4.0            5.0
Supplementary leverage(6)               12.1        3.0            N/A         11.5        3.0            N/A
CONA:
Common equity Tier 1 capital(2)         13.4        4.5            6.5         13.0        4.5            6.5
Tier 1 capital(3)                       13.4        6.0            8.0         13.0        6.0            8.0
Total capital(4)                        14.5        8.0           10.0         14.2        8.0           10.0
Tier 1 leverage(5)                       9.2        4.0            5.0          9.1        4.0            5.0
Supplementary leverage(6)                8.2        3.0            N/A          8.0        3.0            N/A


__________

(1)  Capital requirements that are not applicable are denoted by "N/A."


(2)  Common equity Tier 1 capital ratio is a regulatory capital measure

calculated based on common equity Tier 1 capital divided by risk-weighted


     assets.


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


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


(5)  Tier 1 leverage ratio is a regulatory capital measure calculated based on
     Tier 1 capital divided by adjusted average assets.

(6) Supplementary leverage ratio is a regulatory capital measure calculated


     based on Tier 1 capital divided by total leverage exposure.




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Table 14 presents regulatory capital under the Basel III Standardized Approach
and regulatory capital metrics as of December 31, 2019 and 2018.
Table 14: Regulatory Risk-Based Capital Components and Regulatory Capital
Metrics
(Dollars in millions)                                         December 31, 

2019 December 31, 2018 Regulatory Capital Under Basel III Standardized Approach Common equity excluding AOCI

                                 $          52,001     $          48,570
Adjustments:
AOCI, net of tax                                                         1,156                (1,263 )
Goodwill, net of related deferred tax liabilities                      (14,465 )             (14,373 )
Intangible assets, net of related deferred tax liabilities                (170 )                (254 )
Other                                                                     (360 )                 391
Common equity Tier 1 capital                                            38,162                33,071
Tier 1 capital instruments                                               4,853                 4,360
Tier 1 capital                                                          43,015                37,431
Tier 2 capital instruments                                               3,377                 3,483
Qualifying allowance for loan and lease losses                           3,956                 3,731
Tier 2 capital                                                           7,333                 7,214
Total capital                                                $          50,348     $          44,645

Regulatory Capital Metrics
Risk-weighted assets                                         $         313,155     $         294,950
Adjusted average assets                                                368,511               350,606
Total leverage exposure                                                435,976               414,701


Capital Planning and Regulatory Stress Testing
On June 27, 2019, the Federal Reserve completed its 2019 CCAR and did not object
to our proposed adjusted capital plan. As a result of this non-objection to our
capital plan, the Board of Directors authorized the repurchase of up to $2.2
billion of shares of our common stock beginning in the third quarter of 2019
through the end of the second quarter of 2020. The Board of Directors also
authorized the dividend on our common stock of $0.40 per share in each quarter
in 2019. For the description of the regulatory capital planning rules we are
subject to, see "Part I-Item 1. Business-Supervision and Regulation."
Equity Offerings and Transactions
On September 11, 2019, we issued 60,000,000 depositary shares, each representing
a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series I, $0.01 par value, with a liquidation preference of $25 per
depositary share ("Series I Preferred Stock"). The net proceeds of the offering
of Series I Preferred Stock were approximately $1.5 billion, after deducting
underwriting commissions and offering expenses. Dividends on the Series I
Preferred Stock are payable quarterly in arrears at a rate of 5.00% per annum.
On December 2, 2019, we redeemed all outstanding shares of our Fixed Rate 6.25%
Non-Cumulative Perpetual Preferred Stock Series C and Fixed Rate 6.70%
Non-Cumulative Perpetual Preferred Stock Series D. The redemption reduced our
net income available to common shareholders by $31 million in the fourth quarter
and full year of 2019.
On January 31, 2020, we issued 50,000,000 depositary shares, each representing a
1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series J, $0.01 par value, with a liquidation preference of $25 per
depositary share ("Series J Preferred Stock"). The net proceeds of the offering
of Series J Preferred Stock were approximately $1.2 billion, after deducting
underwriting commissions and offering expenses. Dividends on the Series J
Preferred Stock are payable quarterly in arrears at a rate of 4.80% per annum.


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On January 31, 2020, we announced that we will redeem all outstanding shares of
our Fixed Rate 6.00% Non-Cumulative Perpetual Preferred Stock Series B on March
2, 2020. The redemption will reduce our net income available to common
stockholders by approximately $20 million in the first quarter of 2020.
Dividend Policy and Stock Purchases
For the year ended December 31, 2019, we declared and paid common stock
dividends of $757 million, or $1.60 per share, and preferred stock dividends of
$282 million. The following table summarizes the dividends paid per share on our
various preferred stock series in each quarter of 2019.
Table 15: Preferred Stock Dividends Paid Per Share
                                                              Per Annum       Dividend                    2019
  Series           Description           Issuance Date      Dividend Rate     Frequency       Q4       Q3       Q2       Q1
Series B              6.00%             August 20, 2012         6.00%         Quarterly     $15.00   $15.00   $15.00   $15.00
                  Non-Cumulative
Series C(1)           6.25%              June 12, 2014          6.25          Quarterly     15.63    15.63    15.63    15.63
                  Non-Cumulative
Series D(1)           6.70%             October 31, 2014        6.70          Quarterly     16.75    16.75    16.75    16.75
                  Non-Cumulative
Series E      Fixed-to-Floating Rate      May 14, 2015      5.55% through   Semi-Annually   27.75      -      27.75      -
                  Non-Cumulative                             5/31/2020;        through
                                                            3-mo. LIBOR+     5/31/2020;
                                                               380 bps        Quarterly
                                                             thereafter      thereafter
Series F              6.20%             August 24, 2015         6.20          Quarterly     15.50    15.50    15.50    15.50
                  Non-Cumulative
Series G              5.20%              July 29, 2016          5.20          Quarterly     13.00    13.00    13.00    13.00
                  Non-Cumulative
Series H              6.00%            November 29, 2016        6.00          Quarterly     15.00    15.00    15.00    15.00
                  Non-Cumulative
Series I              5.00%            September 11, 2019       5.00          Quarterly     11.11      -        -        -
                  Non-Cumulative


__________

(1) On December 2, 2019, we redeemed all outstanding shares of our Series C and

Series D preferred stock.




The declaration and payment of dividends to our stockholders, as well as the
amount thereof, are subject to the discretion of our Board of Directors and
depend upon our results of operations, financial condition, capital levels, cash
requirements, future prospects and other factors deemed relevant by the Board of
Directors. As a BHC, our ability to pay dividends is largely dependent upon the
receipt of dividends or other payments from our subsidiaries. Regulatory
restrictions exist that limit the ability of the Banks to transfer funds to our
BHC. As of December 31, 2019, funds available for dividend payments from COBNA
and CONA were $3.3 billion and $4.7 billion, respectively. There can be no
assurance that we will declare and pay any dividends to stockholders. Consistent
with our 2019 Stock Repurchase Program which was announced on June 27, 2019, our
Board of Directors authorized the repurchase of up to $2.2 billion of shares of
common stock beginning in the third quarter of 2019 through the end of the
second quarter of 2020. Through the end of 2019, we repurchased approximately
$1.4 billion of shares of our common stock under the 2019 Stock Repurchase
Program.
The timing and exact amount of any future common stock repurchases will depend
on various factors, including regulatory approval, market conditions,
opportunities for growth, our capital position and the amount of retained
earnings. Our stock repurchase program does not include specific price targets,
may be executed through open market purchases or privately negotiated
transactions, including utilizing Rule 10b5-1 programs, and may be suspended at
any time. For additional information on dividends and stock repurchases, see
"Part I-Item 1. Business-Supervision and Regulation-Dividends, Stock Repurchases
and Transfers of Funds."


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  Table of Contents

RISK MANAGEMENT


Risk Management Framework
Our Risk Management Framework (the "Framework") sets consistent expectations for
risk management across the Company. It also sets expectations for our "Three
Lines of Defense" model, which defines the roles, responsibilities and
accountabilities for taking and managing risk across the Company. Accountability
for overseeing an effective Framework resides with our Board of Directors either
directly or through its committees.
The "First Line of Defense" consists of any line of business or function that is
accountable for risk taking and is responsible for: (i) engaging in activities
designed to generate revenue or reduce expenses; (ii) providing operational
support or servicing to any business function for the delivery of products or
services to customers; or (iii) providing technology services in direct support
of first line business areas. Each line of business or first line function is
responsible for managing the risks associated with their activities, including
identifying, assessing, measuring, monitoring, controlling, and reporting the
risks within its business activities, consistent with the risk framework. The
"Second Line of Defense" consists of two types of functions: Independent Risk
Management ("IRM") and Support Functions. IRM oversees risk-taking activities
and assesses risks and issues independent from the first line of defense.
Support Functions are centers of specialized expertise (e.g., Human Resources,
Accounting, Legal) that provide support services to the Company. The "Third Line
of Defense" is comprised of the Internal Audit and Credit Review functions. The
third line provides independent and objective assurance to senior management and
to the Board of Directors that the first and second lines of defense have
systems and governance processes which are well-designed and working as
intended, and that the Framework is appropriate for our size, complexity and
risk profile.
Our Framework consists of the following nine elements:
                                Governance and Accountability

                                Strategy and Risk Alignment

                      Assessment, Measurement                               Aggregation,
Risk Identification        and Response         Monitoring and Testing      Reporting and
                                                                             Escalation


                Capital and Liquidity Management (including Stress Testing)

                             Risk Data and Enabling Technology

                               Culture and Talent Management


Governance and Accountability
This element of the Framework sets the foundation for the methods for governing
risk taking and the interactions within and among our three lines of defense.
We established a risk governance structure and accountabilities to effectively
and consistently oversee the management of risks across the Company. Our Board
of Directors, Chief Executive Officer and management establish the tone at the
top regarding the culture of the Company, including management of risk.
Management reinforces expectations at the various levels of the organization.


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Strategy and Risk Alignment
Our strategy is informed by and aligned with risk appetite, from development to
execution. The Chief Executive Officer develops the strategy with input from the
first, second, and third lines of defense, as well as the Board of Directors.
The strategic planning process should consider relevant changes to the Company's
overall risk profile.
Our Board of Directors approves a Risk Appetite Statement for the Company to set
forth the high-level principles that govern risk taking at the Company. The Risk
Appetite Statement defines the Board of Directors' tolerance for certain risk
outcomes at an enterprise level and enables senior management to manage and
report within these boundaries. This Risk Appetite Statement is also supported
by risk category specific risk appetite statements as well as metrics and, where
appropriate, Board Limits and Board Notification Thresholds.
Risk Identification
The first line of defense and certain Support Functions, where appropriate, are
expected to identify new and emerging risks across the relevant risk categories
associated with their business activities and objectives, in consultation with
IRM. Risk identification also must be informed by major changes in
infrastructure or organization, introduction of new products and services,
acquisitions of businesses, or substantial changes in the internal or external
environment.
IRM and certain Support Functions, where appropriate, provide effective
challenge in the risk identification process. IRM is also responsible for
identifying our material aggregate risks on an ongoing basis.
Assessment, Measurement and Response
Management is responsible for assessing risks associated with our activities.
Risks identified should be assessed to understand the severity of each risk and
likelihood of occurrence under both normal and stressful conditions, as
appropriate. Risk severity is measured through modeling and other quantitative
estimation approaches, as well as qualitative approaches, based on management
judgment. As part of the risk assessment process, the first and second lines of
defense also evaluate the effectiveness of the existing control environment and
mitigation strategies.
Management is responsible for determining the appropriate risk response. Risks
may be mitigated, accepted, transferred, or avoided. Actions taken to respond to
the risk may include implementing new controls, enhancing existing controls,
developing additional mitigation strategies to reduce the impact of the risk,
and/or monitoring the risk.
Monitoring and Testing
Management periodically monitors risks to evaluate and measure how the risk is
affecting our strategy and business objectives, in alignment with risk appetite.
The scope and frequency of monitoring activities depends on the results of
relevant risk assessments, as well as specific business risk operations and
activities.
The first line of defense is responsible for evaluating the effectiveness of
risk management practices and controls through testing and other activities. IRM
and Support Functions, as appropriate, assess the first line of defense's
evaluation of risk management, which may include conducting effective challenge,
performing independent monitoring, or conducting risk or control validations.
The third line of defense provides independent assurance for first and second
line risk management practices and controls to provide assurance.
Aggregation, Reporting and Escalation
Risk aggregation supports strategic decision making and risk management
practices through collectively reporting risks across different levels of the
Company and providing a comprehensive view of performance against risk appetite.
Material risks, emerging risks, aggregate risks, risk appetite metrics, and
other measures across all risk categories are reported to the appropriate
governance forum no less than quarterly. Material risks are reported to the
Board of Directors and senior management committees no less than quarterly.
Capital and Liquidity Management (including Stress Testing)
Our capital management processes are linked to its risk management practices,
including the enterprise-wide identification, assessment, and measurement of
risks to ensure that all relevant risks are incorporated in the assessment of
the Company's capital


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adequacy. We use identified risks to inform key aspects of the Company's capital
planning, including the development of stress scenarios, the assessment of the
adequacy of post-stress capital levels, and the appropriateness of potential
capital actions considering the Company's capital objectives. We quantify
capital needs through stress testing, regulatory capital, economic capital, and
assessments of market considerations. In assessing its capital adequacy, we
identify how and where our material risks are accounted for within the capital
planning process. Monitoring and escalation processes exist for key capital
thresholds and metrics to continuously monitor capital adequacy.
Risk Data and Enabling Technology
Risk data and technology provides the basis for risk reporting and is used in
decision making and to monitor and review changes to our risk profile. There is
a core Governance, Risk Management and Compliance system which is used as the
system of record for risks, controls, issues, and events for our risk categories
and supports the analysis, aggregation, and reporting capabilities across the
categories.
Culture and Talent Management
The Framework must be supported with the right culture, talent, and skills to
enable effective risk management across the Company.
Every associate at the Company is responsible for risk management; however,
associates with specific risk management skills and expertise within the first,
second, and third lines of defense are critical to ensure appropriate risk
management across the enterprise.
Risk Categories
We apply our Framework to protect the Company from the eight major categories of
risk that we are exposed to through our business activities. Our eight major
categories of risk are:
                              Major Categories of Risk

              The risk to current or anticipated earnings or capital 

arising from


              violations of laws, rules, or regulations. Compliance risk can also
Compliance    arise from nonconformance with prescribed practices, internal policies
              and procedures, contractual obligations, or ethical standards that
              reinforce those laws, rules, or regulations

              The risk to current or projected financial condition and resilience
  Credit      arising from an obligor's failure to meet the terms of any contract
              with the Company or otherwise perform as agreed

              The risk of material adverse impact due to new and changed laws and
              regulations; interpretations of law; drafting,

interpretation, and

Legal enforceability of contracts; adverse decisions or consequences arising


              from litigation or regulatory actions; the establishment, 

management,


              and governance of the legal entity structure; and the failure to seek
              or follow appropriate legal counsel when needed

              The risk that the Company will not be able to meet its future

Liquidity financial obligations as they come due, or invest in future asset


              growth because of an inability to obtain funds at a

reasonable price


              within a reasonable time

              The risk that an institution's earnings or the economic value of
  Market      equity could be adversely impacted by changes in interest rates,
              foreign exchange rates, or other market factors

              The risk of loss, capital impairment, adverse customer

experience, or Operational reputational impact resulting from failure to comply with policies and


              procedures, failed internal processes or systems, or from external
              events

              The risk to market value, recruitment and retention of talented
Reputation    associates and maintenance of a loyal customer base due to the
              negative perceptions of our internal and external

constituents


              regarding our business strategies and activities

              The risk of a material impact on current or anticipated earnings,
              capital, franchise, or enterprise value arising from the Company's
              competitive and market position and evolving forces in the industry
 Strategic    that can affect that position; lack of responsiveness to these
              conditions; strategic decisions to change the Company's

scale, market


              position, or operating model; or, failure to appropriately consider
              implementation risks inherent in the Company's strategy




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We provide an overview of how we manage our eight major categories of risk
below.
Compliance Risk Management
We recognize that compliance requirements for financial institutions are
increasingly complex and that there are heightened expectations from our
regulators and our customers. In response, we continuously evaluate the
regulatory environment and proactively adjust our compliance program to fully
address these expectations.
Our Compliance Management Program establishes expectations for determining
compliance requirements, assessing the risk of new product offerings, creating
appropriate controls and training to address requirements, monitoring for
control performance, and independently testing for adherence to compliance
requirements. The program also establishes regular compliance reporting to
senior business leaders, the executive committee and the Board of Directors.
The Chief Compliance Officer is responsible for establishing and overseeing our
Compliance Management Program. Business areas incorporate compliance
requirements and controls into their business policies, standards, processes and
procedures. They regularly monitor and report on the efficacy of their
compliance controls and our Corporate Compliance team periodically independently
tests to validate the effectiveness of business controls.
Credit Risk Management
We recognize that we are exposed to cyclical changes in credit quality.
Consequently, we try to ensure our credit portfolio is resilient to economic
downturns. Our most important tool in this endeavor is sound underwriting. In
unsecured consumer loan underwriting, we generally assume that loans will be
subject to an environment in which losses are higher than those prevailing at
the time of underwriting. In commercial underwriting, we generally require
strong cash flow, collateral, covenants and guarantees. In addition to sound
underwriting, we continually monitor our portfolio and take steps to collect or
work out distressed loans.
The Chief Risk Officer, in conjunction with the Consumer and Commercial Chief
Credit Officers, is responsible for establishing credit risk policies and
procedures, including underwriting and hold guidelines and credit approval
authority, and monitoring credit exposure and performance of our lending related
transactions. Our Consumer and Commercial Chief Credit Officers are responsible
for evaluating the risk implications of credit strategy and the oversight of
credit for both the existing portfolio and any new credit investments. They also
have formal approval authority for various types and levels of credit decisions,
including individual commercial loan transactions. Division Presidents within
each segment are responsible for managing the credit risk within their divisions
and maintaining processes to control credit risk and comply with credit policies
and guidelines. In addition, the Chief Risk Officer establishes policies,
delegates approval authority and monitors performance for non-loan credit
exposure entered into with financial counterparties or through the purchase of
credit sensitive securities in our investment portfolio.
Our credit policies establish standards in five areas: customer selection,
underwriting, monitoring, remediation and portfolio management. The standards in
each area provide a framework comprising specific objectives and control
processes. These standards are supported by detailed policies and procedures for
each component of the credit process. Starting with customer selection, our goal
is to generally provide credit on terms that generate above hurdle returns. We
use a number of quantitative and qualitative factors to manage credit risk,
including setting credit risk limits and guidelines for each of our lines of
business. We monitor performance relative to these guidelines and report results
and any required mitigating actions to appropriate senior management committees
and our Board of Directors.
Legal Risk Management
The General Counsel provides legal evaluation and advice to the Company and
business areas and to risk management functions such as Compliance and Internal
Audit. This evaluation and advice is based on an assessment of the internal
business area practices and activities and of the controls the business has in
place to mitigate risks.
Liquidity Risk Management
We manage liquidity risk by applying our Liquidity Adequacy Framework (the
"Liquidity Framework"). The Liquidity Framework uses internal and regulatory
stress testing and the evaluation of other balance sheet metrics to confirm that
we maintain a fortified balance sheet that is resilient to uncertainties that
may arise as a consequence of systemic, idiosyncratic, or combined liquidity
events. We continuously monitor market and economic conditions to evaluate
emerging stress conditions and to develop appropriate action plans in accordance
with our Contingency Funding Plan and our Recovery Plan, which include the
Company's policies,


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procedures and action plans for managing liquidity stress events. The Liquidity
Framework enables us to manage our liquidity risk in accordance with regulatory
requirements.
Additionally, the Liquidity Framework establishes governing principles that
apply to the management of liquidity risk. We use these principles to monitor,
measure and report liquidity risk; to develop funding and investment strategies
that enable us to maintain an adequate level of liquidity to support our
businesses and satisfy regulatory requirements; and to protect us from a broad
range of liquidity events should they arise.
The Chief Risk Officer, in conjunction with the Chief Market and Liquidity Risk
Officer, is responsible for the establishment of liquidity risk management
policies and standards for governance and monitoring of liquidity risk at a
corporate level. We assess liquidity strength by evaluating several different
balance sheet metrics under severe stress scenarios to ensure we can withstand
significant funding degradation through idiosyncratic, systemic, and combined
liquidity stress scenarios. Management reports liquidity metrics to appropriate
senior management committees and our Board of Directors no less than quarterly.
We seek to mitigate liquidity risk strategically and tactically. From a
strategic perspective, we have acquired and built deposit gathering businesses
and actively monitor our funding concentration. From a tactical perspective, we
have accumulated a sizable liquidity reserve comprised of cash and cash
equivalents, high-quality, unencumbered securities and committed collateralized
credit lines. We also continue to maintain access to secured and unsecured debt
markets through regular issuance. This combination of stable and diversified
funding sources and our stockpile of liquidity reserves enable us to maintain
confidence in our liquidity position.
Market Risk Management
The Chief Financial Officer and the Chief Risk Officer are responsible for the
establishment of market risk management policies and standards for the
governance and monitoring of market risk at a corporate level. Market risk is
inherent from the financial instruments associated with our business operations
and activities including loans, deposits, securities, short-term borrowings,
long-term debt and derivatives. We manage market risk exposure, which is
principally driven by balance sheet interest rate risk, centrally and establish
quantitative risk limits to monitor and control our exposure.
We recognize that interest rate and foreign exchange risk is present in our
business due to the nature of our assets and liabilities. Banks typically manage
the trade-off between near-term earnings volatility and market value volatility
by targeting moderate levels of each. In addition to using industry accepted
techniques to analyze and measure interest rate and foreign exchange risk, we
perform sensitivity analysis to identify our risk exposures under a broad range
of scenarios. Investment securities and derivatives are the main levers for the
management of interest rate risk. In addition, we also use derivatives to manage
our foreign exchange risk.
The market risk positions for the Company and each of the Banks are calculated
separately and in aggregate, and analyzed against pre-established limits.
Results are reported to the Asset Liability Committee monthly and to the Risk
Committee of the Board of Directors no less than quarterly. Management is
authorized to utilize financial instruments as outlined in our policy to
actively manage market risk exposure.
Operational Risk Management
We recognize the criticality of managing operational risk on both a strategic
and day-to-day basis and that there are heightened expectations from our
regulators and our customers. We have implemented appropriate operational risk
management policies, standards, processes and controls to enable the delivery of
high quality and consistent customer experiences and to achieve business
objectives in a controlled manner.
The Chief Operational Risk Officer is responsible for establishing and
overseeing our Operational Risk Management Program. In accordance with Basel III
Advanced Approaches requirements, the program establishes practices for
assessing the operational risk profile and executing key control processes for
operational risks. These risks include topics such as internal and external
fraud, cyber and technology risk, data management, model risk, third party
management, and business continuity. Operational Risk Management enforces these
practices and delivers reporting of operational risk results to senior business
leaders, the executive committee and the Board of Directors.


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Reputation Risk Management
We recognize that reputation risk is of particular concern for financial
institutions and, increasingly, technology companies, in the current
environment. Areas of concern have expanded to include company policies,
practices and values and, with the growing use of social and digital platforms,
public corporations face a new level of scrutiny and channels for activism and
advocacy. The heightened expectations of internal and external stakeholders have
made corporate culture, values and conduct pressure points for individuals and
advocates voicing concerns or seeking change. We manage both strategic and
tactical reputation issues and build our relationships with government
officials, media, community and consumer advocates, customers and other
constituencies to help strengthen the reputations of both our Company and
industry. Our actions include implementing pro-customer practices in our
business and serving low to moderate income communities in our market area
consistent with a quality bank and an innovative technology leader. The
Executive Vice President of External Affairs is responsible for managing our
overall reputation risk program. Day-to-day activities are controlled by the
frameworks set forth in our Reputation Risk Management Policy and other risk
management policies.
Strategic Risk Management
We monitor external market and industry developments to identify potential areas
of strategic opportunity or risk. These items provide input for development of
the Company's strategy led by the Chief Executive Officer and other senior
executives. Through the ongoing development and vetting of the corporate
strategy, the Chief Risk Officer identifies and assesses risks associated with
the strategy across all risk categories and monitors them throughout the year.
CREDIT RISK PROFILE


Our loan portfolio accounts for the substantial majority of our credit risk
exposure. Our lending activities are governed under our credit policy and are
subject to independent review and approval. Below we provide information about
the composition of our loan portfolio, key concentrations and credit performance
metrics.
We also engage in certain non-lending activities that may give rise to credit
and counterparty settlement risk, including purchasing securities for our
investment securities portfolio, entering into derivative transactions to manage
our market risk exposure and to accommodate customers, extending short-term
advances on syndication activity including bridge financing transactions we have
underwritten, depositing certain operational cash balances in other financial
institutions, executing certain foreign exchange transactions and extending
customer overdrafts. We provide additional information related to our investment
securities portfolio under "MD&A-Consolidated Balance Sheets Analysis-Investment
Securities" and credit risk related to derivative transactions in "Note
9-Derivative Instruments and Hedging Activities."
Primary Loan Products
We provide a variety of lending products. Our primary loan products include
credit cards, auto loans and commercial lending products. We sold all of our
consumer home loan portfolio and the related servicing during 2018.
•    Credit cards: We originate both prime and subprime credit cards through a

variety of channels. Our credit cards generally have variable interest

rates. Credit card accounts are primarily underwritten using an automated


     underwriting system based on predictive models that we have developed. The
     underwriting criteria, which are customized for individual products and

marketing programs, are established based on an analysis of the net present

value of expected revenues, expenses and losses, subject to further analysis

using a variety of stress conditions. Underwriting decisions are generally

based on credit bureau information, including payment history, debt burden


     and credit scores, such as FICO scores, and on other factors, such as
     applicant income. We maintain a credit card securitization program and
     selectively sell charged-off credit card loans.

• Auto: We originate both prime and subprime auto loans through a network of

auto dealers and direct marketing. Our auto loans generally have fixed

interest rates and loan terms of 75 months or less, but can go up to 84

months. Loan size limits are customized by program and are generally less

than $75,000. Similar to credit card accounts, the underwriting criteria are

customized for individual products and marketing programs and based on

analysis of net present value of expected revenues, expenses and losses,

subject to maintaining resilience under a variety of stress conditions.

Underwriting decisions are generally based on an applicant's income,

estimated net disposable income, and credit bureau information including

FICO scores, along with collateral characteristics such as loan-to-value


     ("LTV") ratio. We maintain an auto securitization program.




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• Commercial: We offer a range of commercial lending products, including loans

secured by commercial real estate and loans to middle market commercial and

industrial companies. Our commercial loans may have a fixed or variable

interest rate; however, the majority of our commercial loans have variable

rates. Our underwriting standards require an analysis of the borrower's

financial condition and prospects, as well as an assessment of the industry

in which the borrower operates. Where relevant, we evaluate and appraise

underlying collateral and guarantees. We maintain underwriting guidelines

and limits for major types of borrowers and loan products that specify,

where applicable, guidelines for debt service coverage, leverage, LTV ratio

and standard covenants and conditions. We assign a risk rating and establish

a monitoring schedule for loans based on the risk profile of the borrower,

industry segment, source of repayment, the underlying collateral and

guarantees, if any, and current market conditions. Although we generally

retain the commercial loans we underwrite, we may syndicate positions for

risk mitigation purposes, including bridge financing transactions we have

underwritten. In addition, we originate and service multifamily commercial

real estate loans which are sold to government-sponsored enterprises.




Portfolio Composition and Maturity Profile of Loans Held for Investment
Our loan portfolio consists of loans held for investment, including loans held
in our consolidated trusts, and loans held for sale. Table 16 presents the
composition of our portfolio of loans held for investment by portfolio segment
as of December 31, 2019 and 2018. The information presented in this section
exclude loans held for sale, which totaled $400 million and $1.2 billion as of
December 31, 2019 and 2018, respectively.
Table 16: Portfolio Composition of Loans Held for Investment
                                                           December 31, 2019             December 31, 2018
(Dollars in millions)                                     Loans       % of Total        Loans       % of Total
Credit Card:
Domestic credit card                                  $   118,606          44.6 %   $   107,350          43.6 %
International card businesses                               9,630           3.6           9,011           3.7
Total credit card                                         128,236          48.2         116,361          47.3
Consumer Banking:
Auto                                                       60,362          22.7          56,341          22.9
Retail banking                                              2,703           1.0           2,864           1.2
Total consumer banking                                     63,065          23.7          59,205          24.1
Commercial Banking:
Commercial and multifamily real estate                     30,245          11.4          28,899          11.8
Commercial and industrial                                  44,263          16.7          41,091          16.7
Total commercial lending                                   74,508          28.1          69,990          28.5
Small-ticket commercial real estate                             -             -             343           0.1
Total commercial banking                                   74,508          28.1          70,333          28.6
Total loans held for investment                       $   265,809         100.0 %   $   245,899         100.0 %




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Table 17 presents the maturities of our loans held for investment portfolio as
of December 31, 2019.
Table 17: Loan Maturity Schedule
                                               December 31, 2019
                             Due Up to      > 1 Year
(Dollars in millions)         1 Year       to 5 Years      > 5 Years       Total
Fixed rate:
Credit card(1)              $    1,816    $     14,450              -    $  16,266
Consumer banking                   740          38,127    $    23,179       62,046
Commercial banking               1,630           5,107          8,187       14,924
Total fixed-rate loans           4,186          57,684         31,366       93,236
Variable rate:
Credit card(1)                 111,969               1              -      111,970
Consumer banking                 1,010               8              1        1,019
Commercial banking              12,783          37,304          9,497       59,584
Total variable-rate loans      125,762          37,313          9,498      172,573
Total loans                 $  129,948    $     94,997    $    40,864    $ 265,809


__________

(1) Due to the revolving nature of credit card loans, we report the majority of

our variable-rate credit card loans as due in one year or less. We report

fixed-rate credit card loans with introductory rates that expire after a

certain period of time as due in one year or less. We assume that the rest


     of our remaining fixed-rate credit card loans will mature within one to
     three years.


Geographic Composition
We market our credit card products throughout the United States, Canada and the
United Kingdom. Our credit card loan portfolio is geographically diversified due
to our product and marketing approach. The table below presents the geographic
profile of our credit card loan portfolio as of December 31, 2019 and 2018.
Table 18: Credit Card Portfolio by Geographic Region
                                        December 31, 2019        December 31, 2018
                                                      % of                     % of
(Dollars in millions)                    Amount       Total       Amount       Total
Domestic credit card:
California                            $    12,538      9.8 %   $    11,591     10.0 %
Texas                                       9,353      7.3           8,173      7.0
Florida                                     8,093      6.3           7,086      6.1
New York                                    7,941      6.2           7,400      6.4
Illinois                                    5,195      4.1           4,761      4.1
Pennsylvania                                4,979      3.9           4,575      3.9
Ohio                                        4,388      3.4           3,967      3.4
New Jersey                                  3,915      3.1           3,641      3.1
Michigan                                    3,811      3.0           3,544      3.0
Other                                      58,393     45.4          52,612     45.3
Total domestic credit card                118,606     92.5         107,350     92.3
International card businesses:
Canada                                      6,493      5.1           6,023  

5.1


United Kingdom                              3,137      2.4           2,988  

2.6


Total international card businesses         9,630      7.5           9,011      7.7
Total credit card                     $   128,236    100.0 %   $   116,361    100.0 %




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Our auto loan portfolio is geographically diversified in the United States due
to our product and marketing approach. Retail banking includes small business
loans and other consumer lending products originated through our branch network.
The table below presents the geographic profile of our auto loan and retail
banking portfolios as of December 31, 2019 and 2018.
Table 19: Consumer Banking Portfolio by Geographic Region
                             December 31, 2019            December 31, 2018
(Dollars in millions)       Amount      % of Total       Amount      % of Total
Auto:
Texas                    $     7,675         12.2 %   $     7,264         12.3 %
California                     6,918         11.0           6,352         10.7
Florida                        5,013          7.9           4,623          7.8
Georgia                        2,757          4.4           2,665          4.5
Ohio                           2,652          4.2           2,502          4.2
Pennsylvania                   2,334          3.7           2,167          3.7
Illinois                       2,239          3.6           2,171          3.7
Louisiana                      2,104          3.3           2,174          3.7
Other                         28,670         45.4          26,423         44.6
Total auto                    60,362         95.7          56,341         95.2
Retail banking:
New York                         793          1.3             837          1.4
Louisiana                        708          1.1             772          1.3
Texas                            595          1.0             647          1.1
New Jersey                       194          0.3             201          0.3
Maryland                         155          0.2             161          0.3
Virginia                         125          0.2             137          0.2
Other                            133          0.2             109          0.2
Total retail banking           2,703          4.3           2,864          

4.8

Total consumer banking $ 63,065 100.0 % $ 59,205 100.0 %




We originate commercial loans in most regions of the United States. The table
below presents the geographic profile of our commercial loan portfolio by
segment as of December 31, 2019 and 2018.
Table 20: Commercial Banking Portfolio by Geographic Region
                                                            December 31, 2019
                                 Commercial
                                    and                    Commercial                   Total
                                Multifamily      % of          and         % of      Commercial      % of
(Dollars in millions)           Real Estate      Total     Industrial      Total       Banking      Total
Geographic concentration:(1)
Northeast                      $      17,139     56.7 %   $      7,899     17.8 %   $     25,038     33.6 %
Mid-Atlantic                           3,024     10.0            5,927     13.4            8,951     12.0
South                                  4,087     13.5           16,403     37.1           20,490     27.5
Other                                  5,995     19.8           14,034     31.7           20,029     26.9
Total                          $      30,245    100.0 %   $     44,263    100.0 %   $     74,508    100.0 %




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                                                                          December 31, 2018
                                 Commercial
                                    and                    Commercial                Small-Ticket                  Total
                                Multifamily      % of          and         % of       Commercial      % of      Commercial      % of
(Dollars in millions)           Real Estate      Total     Industrial      Total     Real Estate     Total        Banking      Total
Geographic concentration:(1)
Northeast                      $      15,562     53.8 %   $      7,573     18.4 %   $         213     62.1 %   $     23,348     33.2 %
Mid-Atlantic                           3,410     11.8            4,710     11.5                12      3.5            8,132     11.6
South                                  4,247     14.7           15,367     37.4                20      5.8           19,634     27.9
Other                                  5,680     19.7           13,441     32.7                98     28.6           19,219     27.3
Total                          $      28,899    100.0 %   $     41,091    100.0 %   $         343    100.0 %   $     70,333    100.0 %


__________

(1)  Geographic concentration is generally determined by the location of the
     borrower's business or the location of the collateral associated with the

loan. Northeast consists of CT, MA, ME, NH, NJ, NY, PA and VT. Mid-Atlantic

consists of DC, DE, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA,

MO, MS, NC, SC, TN and TX.




Commercial Loans by Industry
Table 21 summarizes our commercial loans held for investment portfolio by
industry classification as of December 31, 2019 and 2018. Industry
classifications below are based on our interpretation of the North American
Industry Classification System codes as they pertain to each individual loan.
Table 21: Commercial Loans by Industry
                            December 31,    December 31,
(Percentage of portfolio)       2019            2018
Real estate                        39 %            40 %
Finance                            16              16
Healthcare                         12              12
Business services                   6               5
Oil and gas                         5               5
Public administration               4               4
Educational services                4               4
Retail trade                        4               3
Construction and land               2               2
Other                               8               9
Total                             100 %           100 %


Credit Risk Measurement
We closely monitor economic conditions and loan performance trends to assess and
manage our exposure to credit risk. Trends in delinquency rates are the key
credit quality indicator for our credit card and retail banking loan portfolios
as changes in delinquency rates can provide an early warning of changes in
potential future credit losses. The key indicator we monitor when assessing the
credit quality and risk of our auto loan portfolio is borrower credit scores as
they provide insight into the borrower risk profile, which is an indication of
potential future credit losses. The key credit quality indicator for our
commercial loan portfolios is our internal risk ratings as we generally classify
loans that have been delinquent for an extended period of time and other loans
with significant risk of loss as nonperforming. In addition to these credit
quality indicators, we also manage and monitor other credit quality metrics such
as level of nonperforming loans and net charge-offs rates.
We underwrite most consumer loans using proprietary models, which typically
include credit bureau data, such as borrower credit scores, application
information and, where applicable, collateral and deal structure data. We
continuously adjust our management of credit lines and collection strategies
based on customer behavior and risk profile changes. We also use borrower credit
scores for subprime classification, for competitive benchmarking and, in some
cases, to drive product segmentation decisions.


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Table 22 provides details on the credit scores of our domestic credit card and auto loan portfolios as of December 31, 2019 and 2018. Table 22: Credit Score Distribution

December 31,    December 

31,


(Percentage of portfolio)                            2019            2018
Domestic credit card-Refreshed FICO scores:(1)
Greater than 660                                        67 %            67 %
660 or below                                            33              33
Total                                                  100 %           100 %
Auto-At origination FICO scores:(2)
Greater than 660                                        48 %            50 %
621 - 660                                               20              19
620 or below                                            32              31
Total                                                  100 %           100 %


__________

(1) Percentages represent period-end loans held for investment in each credit

score category. Domestic card credit scores generally represent FICO scores.

These scores are obtained from one of the major credit bureaus at

origination and are refreshed monthly thereafter. We approximate non-FICO

credit scores to comparable FICO scores for consistency purposes. Balances


     for which no credit score is available or the credit score is invalid are
     included in the 660 or below category.

(2) Percentages represent period-end loans held for investment in each credit

score category. Auto credit scores generally represent average FICO scores

obtained from three credit bureaus at the time of application and are not

refreshed thereafter. Balances for which no credit score is available or the

credit score is invalid are included in the 620 or below category.




We present information in the section below on the credit performance of our
loan portfolio, including the key metrics we use in tracking changes in the
credit quality of our loan portfolio. See "Note 3-Loans" in this Report for
additional credit quality information, and see "Note 1-Summary of Significant
Accounting Policies" for information on our accounting policies for delinquent
and nonperforming loans, charge-offs and troubled debt restructurings ("TDRs")
for each of our loan categories.
Delinquency Rates
We consider the entire balance of an account to be delinquent if the minimum
required payment is not received by the customer's due date, measured at each
balance sheet date. Our 30+ day delinquency metrics include all loans held for
investment that are 30 or more days past due, whereas our 30+ day performing
delinquency metrics include loans that are 30 or more days past due but are
currently classified as performing and accruing interest. The 30+ day
delinquency and 30+ day performing delinquency metrics are the same for domestic
credit card loans, as we continue to classify these loans as performing until
the account is charged off, typically when the account is 180 days past due. See
"Note 1-Summary of Significant Accounting Policies" for information on our
policies for classifying loans as nonperforming for each of our loan categories.
We provide additional information on our credit quality metrics above under
"MD&A-Business Segment Financial Performance."


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Table 23 presents our 30+ day performing delinquency rates and 30+ day
delinquency rates of our portfolio of loans held for investment, by portfolio
segment, as of December 31, 2019 and 2018.
Table 23: 30+ Day Delinquencies
                                               December 31, 2019                                    December 31, 2018
                                 30+ Day Performing                                   30+ Day Performing
                                   Delinquencies          30+ Day Delinquencies         Delinquencies          30+ Day Delinquencies
(Dollars in millions)            Amount      Rate(1)        Amount       Rate(1)      Amount      Rate(1)        Amount       Rate(1)
Credit Card:
Domestic credit card(2)        $   4,656       3.93 %   $      4,656       3.93 %   $   4,335       4.04 %   $      4,335       4.04 %
International card                   335       3.47              353       3.66           317       3.52              333       3.70
businesses
Total credit card                  4,991       3.89            5,009       3.91         4,652       4.00            4,668       4.01
Consumer Banking:
Auto                               4,154       6.88            4,584       7.59         3,918       6.95            4,309       7.65
Retail banking                        28       1.02               43       1.59            29       1.01               51       1.77
Total consumer banking             4,182       6.63            4,627       7.34         3,947       6.67            4,360       7.36
Commercial Banking:
Commercial and multifamily            63       0.21               67       0.22           119       0.41              140       0.49
real estate
Commercial and industrial            101       0.23              244       0.55           176       0.43              279       0.68
Total commercial lending             164       0.22              311       0.42           295       0.42              419       0.60
Small-ticket commercial real           -          -                -          -             1       0.39                7       1.84

estate


Total commercial banking             164       0.22              311       0.42           296       0.42              426       0.61
Total                          $   9,337       3.51     $      9,947       3.74     $   8,895       3.62     $      9,454       3.84


__________

(1)  Delinquency rates are calculated by dividing delinquency amounts by
     period-end loans held for investment for each specified loan category,
     including PCI loans as applicable.


(2)  The Walmart acquisition increased the domestic credit card 30+ day

performing delinquency rate by 17 basis points as of December 31, 2019.




Table 24 presents our 30+ day delinquent loans, by aging and geography, as of
December 31, 2019 and 2018.
Table 24: Aging and Geography of 30+ Day Delinquent Loans
                             December 31, 2019              December 31, 2018
(Dollars in millions)        Amount         Rate(1)         Amount         Rate(1)
Delinquency status:
30 - 59 days            $     4,444           1.67 %   $     4,282           1.73 %
60 - 89 days                  2,537           0.95           2,430           0.99
> 90 days                     2,966           1.12           2,742           1.12
Total                   $     9,947           3.74 %   $     9,454           3.84 %
Geographic region:
Domestic                $     9,594           3.61 %   $     9,121           3.70 %
International                   353           0.13             333           0.14
Total                   $     9,947           3.74 %   $     9,454           3.84 %


__________

(1) Delinquency rates are calculated by dividing delinquency amounts by total

period-end loans held for investment, including PCI loans as applicable.






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Table 25 summarizes loans that were 90+ days delinquent as to interest or
principal, and still accruing interest as of December 31, 2019 and 2018. These
loans consist primarily of credit card accounts between 90 days and 179 days
past due. As permitted by regulatory guidance issued by the Federal Financial
Institutions Examination Council, we continue to accrue interest and fees on
domestic credit card loans through the date of charge-off, which is typically in
the period the account becomes 180 days past due. While domestic credit card
loans typically remain on accrual status until the loan is charged off, we
reduce the balance of our credit card receivables by the amount of finance
charges and fees billed but not expected to be collected and exclude this amount
from revenue.
Table 25: 90+ Day Delinquent Loans Accruing Interest
                             December 31, 2019              December 31, 

2018


(Dollars in millions)        Amount         Rate(1)         Amount         Rate(1)
Loan category:
Credit card             $     2,407           1.88 %   $     2,233           1.92 %
Geographic region:
Domestic                $     2,277           0.89 %   $     2,111           0.89 %
International                   130           1.34             122           1.35
Total                   $     2,407           0.91     $     2,233           0.91


__________

(1)  Delinquency rates are calculated by dividing delinquency amounts by
     period-end loans held for investment for each specified loan category,
     including PCI loans as applicable.


Nonperforming Loans and Nonperforming Assets
Nonperforming assets consist of nonperforming loans, repossessed assets and
other foreclosed assets. Nonperforming loans include loans that have been placed
on nonaccrual status. See "Note 1-Summary of Significant Accounting Policies"
for information on our policies for classifying loans as nonperforming for each
of our loan categories.
Table 26 presents our nonperforming loans, by portfolio segment, and other
nonperforming assets as of December 31, 2019 and 2018. We do not classify loans
held for sale as nonperforming. We provide additional information on our credit
quality metrics in "MD&A-Business Segment Financial Performance."


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Table 26: Nonperforming Loans and Other Nonperforming Assets(1)


                                                         December 31, 2019            December 31, 2018
(Dollars in millions)                                   Amount           Rate        Amount        Rate
Nonperforming loans held for investment:(2)
Credit Card:
International card businesses                      $        25            0.26 %   $      22        0.25 %
Total credit card                                           25            0.02            22        0.02
Consumer Banking:
Auto                                                       487            0.81           449        0.80
Retail banking                                              23            0.87            30        1.04
Total consumer banking                                     510            0.81           479        0.81
Commercial Banking:
Commercial and multifamily real estate                      38            0.12            83        0.29
Commercial and industrial                                  410            0.93           223        0.54
Total commercial lending                                   448            0.60           306        0.44
Small-ticket commercial real estate                          -               -             6        1.80
Total commercial banking                                   448            0.60           312        0.44
Total nonperforming loans held for investment(3)   $       983            0.37     $     813        0.33
Other nonperforming assets(4)                               63            0.02            59        0.02
Total nonperforming assets                         $     1,046

0.39 $ 872 0.35

__________

(1) We recognized interest income for loans classified as nonperforming of $63

million and $60 million in 2019 and 2018, respectively. Interest income

foregone related to nonperforming loans was $60 million and $53 million in

2019 and 2018, respectively. Foregone interest income represents the amount

of interest income in excess of recognized interest income that would have

been recorded during the period for nonperforming loans as of the end of the

period had the loans performed according to their contractual terms.

(2) Nonperforming loan rates are calculated based on nonperforming loans for

each category divided by period-end total loans held for investment for each

respective category, including PCI loans as applicable.

(3) Excluding the impact of domestic credit card loans, nonperforming loans as a

percentage of total loans held for investment was 0.67% and 0.59% as of

December 31, 2019 and 2018, respectively.

(4) The denominators used in calculating nonperforming asset rates consist of


     total loans held for investment and other nonperforming assets.




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Net Charge-Offs
Net charge-offs consist of the unpaid principal balance of loans held for
investment that we determine to be uncollectible, net of recovered amounts. We
charge off loans as a reduction to the allowance for loan and lease losses when
we determine the loan is uncollectible and record subsequent recoveries of
previously charged-off amounts as increases to the allowance for loan and lease
losses. Uncollectible finance charges and fees are reversed through revenue and
certain fraud losses are recorded in other non-interest expense. Generally,
costs to recover charged-off loans are recorded as collection expenses as
incurred and included in our consolidated statements of income as a component of
other non-interest expense. Our charge-off policy for loans varies based on the
loan type. See "Note 1-Summary of Significant Accounting Policies" for
information on our charge-off policy for each of our loan categories.
Table 27 presents our net charge-off amounts and rates, by portfolio segment, in
2019, 2018 and 2017.
Table 27: Net Charge-Offs (Recoveries)
                                                                 Year Ended December 31,
                                                  2019                     2018                     2017
(Dollars in millions)                      Amount      Rate(1)      Amount      Rate(1)      Amount      Rate(1)
Credit Card:
Domestic credit card(2)                  $   4,818       4.58 %   $   4,782      4.74  %   $   4,739       4.99 %
International card businesses                  331       3.71           287      3.19            315       3.69
Total credit card                            5,149       4.51         5,069      4.62          5,054       4.88
Consumer Banking:
Auto                                           876       1.51           912      1.64            957       1.86
Retail banking                                  71       2.57            70      2.26             66       1.92
Home loan                                        -          -            (1 )   (0.02 )           15       0.08
Total consumer banking                         947       1.56           981      1.51          1,038       1.39
Commercial Banking:
Commercial and multifamily real estate           1          -             2      0.01              1          -
Commercial and industrial                      155       0.36            54      0.14            463       1.17
Total commercial lending                       156       0.22            56      0.08            464       0.69
Small-ticket commercial real estate              -          -             -      0.02              1       0.24
Total commercial banking                       156       0.22            56      0.08            465       0.69
Other loans                                      -          -             6     34.09              5       9.70
Total net charge-offs                    $   6,252       2.53     $   6,112      2.52      $   6,562       2.67
Average loans held for investment        $ 247,450                $ 242,118                $ 245,565

__________

(1) Net charge-off (recovery) rates are calculated by dividing net charge-offs

(recoveries) by average loans held for investment for the period for each

loan category.

(2) The Walmart acquisition reduced the domestic credit card net charge-off rate


     by 8 basis points for the year ended December 31, 2019.




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Troubled Debt Restructurings
As part of our loss mitigation efforts, we may provide short-term (three to
twelve months) or long-term (greater than twelve months) modifications to a
borrower experiencing financial difficulty to improve long-term collectability
of the loan and to avoid the need for repossession or foreclosure of collateral.
Table 28 presents our recorded investment of loans modified in TDRs as of
December 31, 2019 and 2018, which excludes loan modifications that do not meet
the definition of a TDR, and PCI loans, which we track and report separately.
Table 28: Troubled Debt Restructurings
                                                   December 31, 2019                    December 31, 2018
                                                                % of Total                           % of Total
(Dollars in millions)                          Amount         Modifications         Amount         Modifications
Credit card                                $      831               50.3 %      $      855               53.2 %
Consumer banking:
Auto                                              346               20.9               339               21.1
Retail banking                                     24                1.5                33                2.1
Total consumer banking                            370               22.4               372               23.2
Commercial banking                                451               27.3               379               23.6
Total                                      $    1,652              100.0 %      $    1,606              100.0 %
Status of TDRs:
Performing                                 $    1,347               81.5 %      $    1,433               89.2 %
Nonperforming                                     305               18.5               173               10.8
Total                                      $    1,652              100.0 %      $    1,606              100.0 %


In our Credit Card business, the majority of our credit card loans modified in
TDRs involve reducing the interest rate on the account and placing the customer
on a fixed payment plan not exceeding 60 months. The effective interest rate in
effect immediately prior to the loan modification is used as the effective
interest rate for purposes of measuring impairment using the present value of
expected cash flows. If the customer does not comply with the modified payment
terms, then the credit card loan agreement may revert to its original payment
terms, generally resulting in any loan outstanding reflected in the appropriate
delinquency category and charged off in accordance with our standard charge-off
policy.
In our Consumer Banking business, the majority of our loans modified in TDRs
receive an extension, an interest rate reduction or principal reduction, or a
combination of these concessions. In addition, TDRs also occur in connection
with bankruptcy of the borrower. In certain bankruptcy discharges, the loan is
written down to the collateral value and the charged-off amount is reported as
principal reduction. Impairment is determined using the present value of
expected cash flows or a collateral evaluation for certain auto loans where the
collateral value is lower than the recorded investment.
In our Commercial Banking business, the majority of loans modified in TDRs
receive an extension, with a portion of these loans receiving an interest rate
reduction or a gross balance reduction. The impairment on modified commercial
loans is generally determined based on the underlying collateral value.
We provide additional information on modified loans accounted for as TDRs,
including the performance of those loans subsequent to modification, in
"Note 3-Loans."
Impaired Loans
A loan is considered to be impaired when, based on current information and
events, it is probable that we will be unable to collect all amounts due from
the borrower in accordance with the original contractual terms of the loan.
Generally, we report loans as impaired based on the method for measuring
impairment in accordance with applicable accounting guidance. Loans defined as
individually impaired include larger-balance commercial nonperforming loans and
TDRs. Loans held for sale are not reported as impaired. Impaired loans also
exclude PCI loans, which are accounted for based on expected cash flows because
this accounting methodology takes into consideration future credit losses
expected to be incurred.


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Impaired loans totaled $1.9 billion and $1.8 billion as of December 31, 2019 and
2018, respectively. These amounts include TDRs of $1.7 billion and $1.6 billion
as of December 31, 2019 and 2018, respectively. We provide additional
information on our impaired loans, including the allowance for loan and lease
losses established for these loans, in "Note 3-Loans" and "Note 4-Allowance for
Loan and Lease Losses and Reserve for Unfunded Lending Commitments."
Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments
Our allowance for loan and lease losses represents management's best estimate of
incurred loan and lease credit losses inherent to our held for investment
portfolio as of each balance sheet date. The allowance for loan and lease losses
is increased through the provision for credit losses and reduced by net
charge-offs. We provide additional information on the methodologies and key
assumptions used in determining our allowance for loan and lease losses under
"Note 1-Summary of Significant Accounting Policies."
Table 29 presents changes in our allowance for loan and lease losses and reserve
for unfunded lending commitments for 2019 and 2018, and details by portfolio
segment for the provision for credit losses, charge-offs and recoveries.


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Table 29: Allowance for Loan and Lease Losses and Reserve for Unfunded Lending
Commitments Activity
                                                    Credit Card                                       Consumer Banking
                                                                                                                             Total
                                                   International Card        Total                    Home      Retail      Consumer
(Dollars in millions)           Domestic Card          Businesses         Credit Card     Auto        Loan      Banking     Banking      Commercial Banking       Other(1)       Total
Allowance for loan and lease
losses:
Balance as of December 31,
2017                           $       5,273     $           375          $   5,648     $ 1,119     $   58     $    65     $  1,242     $            611        $      1       $ 7,502
Charge-offs                           (6,152 )              (505 )           (6,657 )    (1,746 )        -         (86 )     (1,832 )               (119 )            (7 )      (8,615 )
Recoveries(2)                          1,370                 218              1,588         834          1          16          851                   63               1         2,503
Net charge-offs                       (4,782 )              (287 )           (5,069 )      (912 )        1         (70 )       (981 )                (56 )            (6 )      (6,112 )
Provision (benefit) for loan
and lease losses                       4,653                 331              4,984         783         (6 )        64          841                   82             (49 )       5,858
Allowance build (release)
for loan and lease losses               (129 )                44                (85 )      (129 )       (5 )        (6 )       (140 )                 26             (55 )        (254 )
Other changes(1)(3)                        -                 (28 )              (28 )         -        (53 )        (1 )        (54 )                  -              54           (28 )
Balance as of December 31,
2018                                   5,144                 391              5,535         990          -          58        1,048                  637               -         7,220
Reserve for unfunded lending
commitments:
Balance as of December 31,
2017                                       -                   -                  -           -          -           7            7                  117               -           124
Provision (benefit) for
losses on unfunded lending
commitments                                -                   -                  -           -          -          (3 )         (3 )                  1               -            (2 )
Balance as of December 31,
2018                                       -                   -                  -           -          -           4            4                  118               -           122
Combined allowance and
reserve as of December 31,
2018                           $       5,144     $           391          $   5,535     $   990     $    -     $    62     $  1,052     $            755        $      -       $ 7,342
Allowance for loan and lease
losses:
Balance as of December 31,     $       5,144     $           391          $   5,535     $   990     $    -     $    58     $  1,048     $            637        $      -       $ 7,220
2018
Charge-offs                           (6,189 )              (522 )           (6,711 )    (1,829 )        -         (88 )     (1,917 )               (181 )             -        (8,809 )
Recoveries(2)                          1,371                 191              1,562         953          -          17          970                   25               -         2,557
Net charge-offs                       (4,818 )              (331 )           (5,149 )      (876 )        -         (71 )       (947 )               (156 )             -        (6,252 )
Provision for loan and lease           4,671                 321              4,992         870          -          67          937                  294               -         6,223
losses
Allowance build (release)               (147 )               (10 )             (157 )        (6 )        -          (4 )        (10 )                138               -           (29 )
for loan and lease losses
Other changes(3)                           -                  17                 17           -          -           -            -                    -               -            17
Balance as of December 31,             4,997                 398              5,395         984          -          54        1,038                  775               -         7,208
2019
Reserve for unfunded lending
commitments:
Balance as of December 31,                 -                   -                  -           -          -           4            4                  118               -           122
2018
Provision for losses on                    -                   -                  -           -          -           1            1                   12               -            13
unfunded lending commitments
Balance as of December 31,                 -                   -                  -           -          -           5            5                  130               -           135

2019


Combined allowance and
reserve as of December 31,     $       4,997     $           398          $   5,395     $   984     $    -     $    59     $  1,043     $            905        $      -       $ 7,343
2019


__________

(1) In 2018, we sold all of our consumer home loan portfolio and recognized a

gain of approximately $499 million in the Other category, including a

benefit for credit losses of $46 million.

(2) The amount and timing of recoveries is impacted by our collection

strategies, which are based on customer behavior and risk profile and

include direct customer communications, repossession of collateral, the

periodic sale of charged-off loans as well as additional strategies, such as

litigation.

(3) Represents foreign currency translation adjustments and the net impact of


     loan transfers and sales where applicable.










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Allowance coverage ratios are calculated based on the allowance for loan and
lease losses for each specified portfolio segment divided by period-end loans
held for investment within the specified loan category. Table 30 presents the
allowance coverage ratios as of December 31, 2019 and 2018.
Table 30: Allowance Coverage Ratios
                                                   December 31, 2019                                   December 31, 2018
                                     Allowance for                       Allowance       Allowance for                       Allowance
                                    Loan and Lease                       Coverage       Loan and Lease                       Coverage
(Dollars in millions)                   Losses           Amount(1)         Ratio            Losses           Amount(1)         Ratio
Credit Card                        $         5,395     $     5,009       107.70 %      $         5,535     $     4,668       118.56 %
Consumer banking                             1,038           4,627        22.42                  1,048           4,360        24.04
Commercial banking                             775             448       173.20                    637             312       204.25
Total                              $         7,208         265,809         2.71        $         7,220         245,899         2.94


__________

(1) Represents period-end 30+ day delinquent loans for our credit card and

consumer banking loan portfolios, nonperforming loans for our commercial

banking loan portfolio and total loans held for investment for the total

ratio.




Our allowance for loan and lease losses remains substantially flat at $7.2
billion as an allowance release in our domestic credit card loan portfolio
largely due to the strong economy and stable underlying credit performance was
offset by an allowance build due to credit deterioration in our commercial
energy loan portfolio.
Our allowance coverage ratio decreased by 23 basis points to 2.71% as of
December 31, 2019 from December 31, 2018 primarily driven by the strong economy
and stable underlying credit performance in our domestic credit card loan
portfolio and the impacts from partner loss sharing arrangements, offset by
higher reserves in our commercial banking business.
LIQUIDITY RISK PROFILE


We have established liquidity practices that are intended to ensure that we have
sufficient asset-based liquidity to cover our funding requirements and maintain
adequate reserves to withstand the potential impact of deposit attrition or
diminished liquidity in the funding markets. In addition to our cash position,
we maintain reserves in the form of investment securities and certain loans that
are either readily-marketable or pledgeable.
Table 31 below presents the composition of our liquidity reserves as of
December 31, 2019 and 2018.
Table 31: Liquidity Reserves
                                                                                         December 31,
(Dollars in millions)                                               December 31, 2019        2018
Cash and cash equivalents                                          $          13,407     $    13,186
Investment securities portfolio:
Investment securities available for sale, at fair value                       79,213          46,150
Investment securities held to maturity, at fair value                              -          36,619
Total investment securities portfolio                                         79,213          82,769
FHLB borrowing capacity secured by loans                                      10,835          10,003
Outstanding FHLB advances and letters of credit secured by loans              (7,210 )        (9,726 )
Investment securities encumbered for Public Funds and others                  (5,688 )        (6,631 )
Total liquidity reserves                                           $          90,557     $    89,601


Our liquidity reserves increased by $956 million to $90.6 billion as of
December 31, 2019 from December 31, 2018 primarily driven by a decrease in our
FHLB advances outstanding. See "MD&A-Risk Management" for additional information
on our management of liquidity risk.


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Liquidity Coverage Ratio
We are subject to the Liquidity Coverage Ratio Rule ("LCR Rule") as implemented
by the Federal Reserve and OCC. The LCR Rule requires us to calculate our LCR
daily. It also requires the Company to publicly disclose, on a quarterly basis,
its LCR, certain related quantitative liquidity metrics, and a qualitative
discussion of its LCR. Our average LCR during the fourth quarter of 2019
exceeded the LCR Rule requirement of 100%. The calculation and the underlying
components are based on our interpretations, expectations and assumptions of
relevant regulations, as well as interpretations provided by our regulators, and
are subject to change based on changes to future regulations and
interpretations. Under the Tailoring Rules, we are subject to a reduced LCR
requirement, which we do not expect will have a significant impact on the
Company's publicly disclosed LCR. See "Part I-Item 1. Business-Supervision and
Regulation" for additional information.
Borrowing Capacity
We maintain a shelf registration with the U.S. Securities and Exchange
Commission ("SEC") so that we may periodically offer and sell an indeterminate
aggregate amount of senior or subordinated debt securities, preferred stock,
depositary shares, common stock, purchase contracts, warrants and units. There
is no limit under this shelf registration to the amount or number of such
securities that we may offer and sell, subject to market conditions. In
addition, we also maintain a shelf registration that allows us to periodically
offer and sell up to $25 billion of securitized debt obligations from our credit
card loan securitization trust and a shelf registration that allows us to
periodically offer and sell up to $20 billion from our auto loan securitization
trusts.
In addition to our issuance capacity under the shelf registration statements, we
also have access to FHLB advances and the Federal Reserve Discount Window. The
ability to borrow utilizing these sources is based on membership status and the
amount is dependent upon the Banks' ability to post collateral. As of
December 31, 2019, we pledged both loans and securities to FHLB to secure a
maximum borrowing capacity of $18.7 billion, of which $11.5 billion was still
available to us to borrow. Our FHLB membership is supported by our investment in
FHLB stock of $328 million and $415 million as of December 31, 2019 and 2018,
respectively, which was determined in part based on our outstanding advances. As
of December 31, 2019, we pledged loans to secure a borrowing capacity of $5.3
billion under the Federal Reserve Discount Window. Our membership with the
Federal Reserve is supported by our investment in Federal Reserve stock, which
totaled $1.3 billion as of both December 31, 2019 and 2018.
Funding
Our primary source of funding comes from deposits, as they are a stable and
relatively low cost source of funding. In addition to deposits, we raise funding
through the issuance of senior and subordinated notes, securitized debt
obligations, federal funds purchased, securities loaned or sold under agreements
to repurchase, and FHLB advances secured by certain portions of our loan and
securities portfolios. A key objective in our use of these markets is to
maintain access to a diversified mix of wholesale funding sources. See
"MD&A-Consolidated Balance Sheets Analysis-Funding Sources Composition" for
additional information on our primary sources of funding.


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Deposits


Table 32 provides a comparison of average balances, interest expense and average
deposit interest rates for the years ended December 31, 2019, 2018 and 2017.
Table 32: Deposits Composition and Average Deposits Interest Rates
                                                                                     Year Ended December 31,
                                                2019                                           2018                                           2017
                                                             Average                                        Average                                        Average
                              Average       Interest        Deposits         Average       Interest        Deposits         Average       Interest        Deposits
(Dollars in millions)         Balance       Expense       Interest Rate      Balance       Expense       Interest Rate      Balance       Expense       Interest Rate
Interest-bearing checking   $  34,343     $      289            0.84 %                                         0.63 %                                         0.51 %
accounts(1)                                                                $  38,843     $      245                       $  44,537     $      227
Saving deposits(2)            154,910          2,048            1.32         149,443          1,603            1.07         144,273            982            0.68
Time deposits less than        27,202            746            2.74                                           2.37                                           1.60
$100,000                                                                      25,535            606                          21,030            337
Total interest-bearing        216,455          3,083            1.42                                           1.15                                           0.74
core deposits                                                                213,821          2,454                         209,840          1,546
Time deposits of $100,000      15,154            337            2.22                                           1.87                                           1.50
or more                                                                        7,672            143                           3,661             54
Foreign deposits                    -              -               -             267              1            0.41             448              2            0.38
Total interest-bearing      $ 231,609     $    3,420            1.48                                           1.17                                           0.75
deposits                                                                   $ 221,760     $    2,598                       $ 213,949     $    1,602


__________

(1) Includes negotiable order of withdrawal accounts.

(2) Includes money market deposit accounts.




The FDIC limits the acceptance of brokered deposits by well-capitalized insured
depository institutions and, with a waiver from the FDIC, by
adequately-capitalized institutions. COBNA and CONA were well-capitalized, as
defined under the federal banking regulatory guidelines, as of December 31, 2019
and 2018, respectively. See "Part I-Item 1. Business-Supervision and Regulation"
for additional information. We provide additional information on the composition
of deposits in "MD&A-Consolidated Balance Sheets Analysis-Funding Sources
Composition" and "Note 8-Deposits and Borrowings."



Table 33 presents the contractual maturities of large-denomination domestic time
deposits of $100,000 or more as of December 31, 2019 and 2018. Our funding and
liquidity management activities factor into the expected maturities of these
deposits.
Table 33: Maturities of Large-Denomination Domestic Time Deposits-$100,000 or
More
                                            December 31,
                                   2019                      2018

(Dollars in millions) Amount % of Total Amount % of Total Up to three months $ 3,801 21.8 % $ 1,494 13.2 % > 3 months to 6 months 3,953 22.6 3,034 26.7 > 6 months to 12 months 6,139 35.2 4,328 38.1 > 12 months

                  3,564         20.4        2,493         22.0
Total                     $ 17,457        100.0 %   $ 11,349        100.0 %


Short-Term Borrowings and Long-Term Debt
We access the capital markets to meet our funding needs through the issuance of
senior and subordinated notes, securitized debt obligations, and federal funds
purchased and securities loaned or sold under agreements to repurchase. In
addition, we may utilize short-term and long-term FHLB advances secured by
certain of our investment securities, multifamily real estate loans, and
commercial real estate loans.
Our short-term borrowings include those borrowings with an original contractual
maturity of one year or less and do not include the current portion of long-term
debt. The short-term borrowings, which consist of short-term FHLB advances and
federal funds purchased, securities loaned or sold under agreements to
repurchase, decreased by $2.1 billion to $7.3 billion as of December 31, 2019
from December 31, 2018 driven by maturities of our short-term FHLB advances.


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Our long-term debt, which primarily consists of securitized debt obligations,
senior and subordinated notes, and long-term FHLB advances, decreased by $1.1
billion to $48.4 billion as of December 31, 2019 from December 31, 2018 driven
by maturities exceeding issuances. We provide more information on our
securitization activity in "Note 5-Variable Interest Entities and
Securitizations."
The following table summarizes issuances of securitized debt obligations, senior
and subordinated notes, and FHLB advances and their respective maturities or
redemptions for the years ended December 31, 2019, 2018 and 2017.
Table 34: Long-Term Funding
                                              Issuances                    Maturities/Redemptions
                                       Year Ended December 31,             Year Ended December 31,
(Dollars in millions)                2019        2018       2017        2019        2018        2017
Securitized debt obligations(1)   $   6,673    $ 1,000    $  8,474    $  7,285    $  2,673    $  7,233
Senior and subordinated notes         4,161      5,250      10,300       5,344       5,055       2,804
FHLB advances                             -        750      25,180         251       9,108      33,750
Total                             $  10,834    $ 7,000    $ 43,954    $ 12,880    $ 16,836    $ 43,787


__________

(1)  Includes $2.5 billion of securitized debt assumed in the Cabela's
     acquisition for the year ended December 31, 2017.





Credit Ratings
Our credit ratings impact our ability to access capital markets and our
borrowing costs. Rating agencies base their ratings on numerous factors,
including liquidity, capital adequacy, asset quality, quality of earnings and
the probability of systemic support. Significant changes in these factors could
result in different ratings.
Table 35 provides a summary of the credit ratings for the senior unsecured
long-term debt of Capital One Financial Corporation, COBNA and CONA as of
December 31, 2019 and 2018.
Table 35: Senior Unsecured Long-Term Debt Credit Ratings
              December 31, 2019            December 31, 2018
          Capital One                  Capital One
           Financial                    Financial
          Corporation   COBNA   CONA   Corporation   COBNA   CONA
Moody's          Baa1    Baa1   Baa1          Baa1    Baa1   Baa1
S&P               BBB    BBB+   BBB+           BBB    BBB+   BBB+
Fitch              A-      A-     A-            A-      A-     A-


As of February 14, 2020, Moody's Investors Service ("Moody's"), S&P and Fitch
Ratings ("Fitch") have us on a stable outlook.
Contractual Obligations
In the normal course of business, we enter into various contractual obligations
that may require future cash payments that affect our short-term and long-term
liquidity and capital resource needs. Our future cash outflows primarily relate
to deposits, borrowings and operating leases. Table 36 summarizes, by remaining
contractual maturity, our significant contractual cash obligations as of
December 31, 2019. The actual timing and amounts of future cash payments may
differ from the amounts presented below due to a number of factors, such as
discretionary debt repurchases. Table 36 excludes short-term obligations such as
trade payables, commitments to fund certain equity investments, obligations for
pension and post-retirement benefit plans, and representation and warranty
reserves, which are discussed in more detail in "Note 5-Variable Interest
Entities and Securitizations," "Note 14-Employee Benefit Plans" and "Note
18-Commitments, Contingencies, Guarantees and Others."


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Table 36: Contractual Obligations


                                                                           December 31, 2019
                                                 Up to        > 1 Years        > 3 Years
(Dollars in millions)                            1 Year       to 3 Years       to 5 Years       > 5 Years        Total
Interest-bearing time deposits(1)(2)           $ 28,186     $     12,887     $      3,775     $       110     $  44,958
Securitized debt obligations(2)                   5,433            8,549            2,256           1,570        17,808
Other debt:
Federal funds purchased and securities
loaned or sold under agreements to
repurchase                                          314                -                -               -           314
Senior and subordinated notes                     4,398            9,046            8,707           8,321        30,472
Other borrowings(3)                               7,022               40               23              18         7,103
Total other debt(2)                              11,734            9,086            8,730           8,339        37,889
Operating leases                                    310              535              437             782         2,064
Purchase obligations(4)                             470              769              553             400         2,192
Total                                          $ 46,133     $     31,826     $     15,751     $    11,201     $ 104,911


__________

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


(2)  These amounts represent the carrying value of the obligations and do not
     include amounts related to contractual interest obligations. Total
     contractual interest obligations were approximately $4.1 billion as of

December 31, 2019, and represent forecasted net interest payments based on

interest rates as of December 31, 2019. These forecasts use the contractual

maturity date of each liability and include the impact of hedge accounting


     where applicable.


(3)  Other borrowings primarily consists of FHLB advances.


(4)  Represents substantial agreements to purchase goods or services that are

enforceable and legally binding and specify all significant terms. Purchase

obligations are included through the termination date of the agreements even

if the contract is renewable.

MARKET RISK PROFILE




Market risk is the risk of economic loss in the value of our financial
instruments due to changes in market factors. Our primary market risk exposures
include interest rate risk, foreign exchange risk and commodity pricing risk. We
are exposed to market risk primarily from the following operations and
activities:
• Traditional banking activities of deposit gathering and lending;


• Asset/liability management activities including the management of investment

securities, short-term and long-term borrowings and derivatives;

• Foreign operations in the U.K. and Canada within our Credit Card business; and

• Customer accommodation activities within our Commercial Banking business.




We have enterprise-wide risk management policies and limits, approved by our
Board of Directors, which govern our market risk management activities. Our
objective is to manage our exposure to market risk in accordance with these
policies and limits based on prevailing market conditions and long-term
expectations. We provide additional information below about our primary sources
of market risk, our market risk management strategies and the measures that we
use to evaluate these exposures.
Interest Rate Risk
Interest rate risk represents exposure to financial instruments whose values
vary with the level or volatility of interest rates. We are exposed to interest
rate risk primarily from the differences in the timing between the maturities or
re-pricing of assets and liabilities. We manage our interest rate risk primarily
by entering into interest rate swaps and other derivative instruments, including
caps, floors, options, futures and forward contracts.
We use various industry standard market risk measurement techniques and analyses
to measure, assess and manage the impact of changes in interest rates on our net
interest income and our economic value of equity and changes in foreign exchange
rates on our non-dollar-denominated funding and non-dollar equity investments in
foreign operations.


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Net Interest Income Sensitivity
Our net interest income sensitivity measure estimates the impact on our
projected 12-month baseline interest rate-sensitive revenue resulting from
movements in interest rates. Interest rate-sensitive revenue consists of net
interest income and certain components of other non-interest income
significantly impacted by movements in interest rates, including changes in the
fair value of freestanding interest rate derivatives. In addition to our
existing assets and liabilities, we incorporate expected future business growth
assumptions, such as loan and deposit growth and pricing, and plans for
projected changes in our funding mix in our baseline forecast. In measuring the
sensitivity of interest rate movements on our projected interest rate-sensitive
revenue, we assume a hypothetical instantaneous parallel shift in the level of
interest rates detailed in Table 37 below. At the current level of interest
rates, our interest rate sensitive revenue is expected to increase modestly in
higher rate scenarios and decrease modestly in lower rate scenarios.
Economic Value of Equity
Our economic value of equity sensitivity measure estimates the impact on the net
present value of our assets and liabilities, including derivative exposures,
resulting from movements in interest rates. Our economic value of equity
sensitivity measure is calculated based on our existing assets and liabilities,
including derivatives, and does not incorporate business growth assumptions or
projected balance sheet changes. Key assumptions used in the calculation include
projecting rate sensitive prepayments for mortgage securities, loans and other
assets, term structure modeling of interest rates, discount spreads, and deposit
volume and pricing assumptions. In measuring the sensitivity of interest rate
movements on our economic value of equity, we assume a hypothetical
instantaneous parallel shift in the level of interest rates detailed in Table 37
below. Our current economic value of equity sensitivity profile demonstrates
that our economic value of equity generally decreases as interest rates decrease
from the current levels.
Table 37 shows the estimated percentage impact on our projected baseline net
interest income and economic value of equity calculated under the methodology
described above as of December 31, 2019 and 2018. In instances where a declining
interest rate scenario would result in a rate less than 0%, we assume a rate of
0% for that scenario.
Table 37: Interest Rate Sensitivity Analysis
                                                               December 31, 

December 31,


                                                                   2019     

2018


Estimated impact on projected baseline net interest income:
+200 basis points                                                   1.8  %         (0.8 )%
+100 basis points                                                   1.3            (0.2 )
+50 basis points                                                    1.1             0.0
-50 basis points                                                   (0.5 )          (0.3 )
-100 basis points                                                  (1.7 )          (1.0 )
Estimated impact on economic value of equity:
+200 basis points                                                  (3.6 )          (7.1 )
+100 basis points                                                   0.5            (2.9 )
+50 basis points                                                    0.8            (1.2 )
-50 basis points                                                   (2.4 )           0.2
-100 basis points                                                  (6.6 )          (0.8 )


In addition to these industry standard measures, we also consider the potential
impact of alternative interest rate scenarios, such as stressed rate shocks as
well as steepening and flattening yield curve scenarios in our internal interest
rate risk management decisions.
Limitations of Market Risk Measures
The interest rate risk models that we use in deriving these measures incorporate
contractual information, internally-developed assumptions and proprietary
modeling methodologies, which project borrower and depositor behavior patterns
in certain interest rate environments. Other market inputs, such as interest
rates, market prices and interest rate volatility, are also critical components
of our interest rate risk measures. We regularly evaluate, update and enhance
these assumptions, models and analytical tools as we believe appropriate to
reflect our best assessment of the market environment and the expected behavior
patterns of our existing assets and liabilities.


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There are inherent limitations in any methodology used to estimate the exposure
to changes in market interest rates. The sensitivity analysis described above
contemplates only certain movements in interest rates and is performed at a
particular point in time based on the existing balance sheet and, in some cases,
expected future business growth and funding mix assumptions. The strategic
actions that management may take to manage our balance sheet may differ
significantly from our projections, which could cause our actual earnings and
economic value of equity sensitivities to differ substantially from the above
sensitivity analysis.
For further information on our interest rate exposures, see "Note 9-Derivative
Instruments and Hedging Activities."
Foreign Exchange Risk
Foreign exchange risk represents exposure to changes in the values of current
holdings and future cash flows denominated in other currencies. We are exposed
to foreign exchange risk primarily from the intercompany funding denominated in
the pound sterling ("GBP") and the Canadian dollar ("CAD") that we provide to
our businesses in the U.K. and Canada and net equity investments in those
businesses. We are also exposed to foreign exchange risk due to changes in the
dollar-denominated value of future earnings and cash flows from our foreign
operations and from our Euro ("EUR")-denominated borrowings.
Our non-dollar denominated intercompany funding and EUR-denominated borrowings
expose our earnings to foreign exchange transaction risk. We manage these
transaction risks by using forward foreign currency derivatives and
cross-currency swaps to hedge our exposures. We measure our foreign exchange
transaction risk exposures by applying a 1% U.S. dollar appreciation shock
against the value of the non-dollar denominated intercompany funding and
EUR-denominated borrowings and their related hedges, which shows the impact to
our earnings from foreign exchange risk. Our intercompany funding outstanding
was 761 million GBP and 756 million GBP as of December 31, 2019 and 2018,
respectively, and 6.6 billion CAD and 6.5 billion CAD as of December 31, 2019
and 2018, respectively. Our EUR-denominated borrowings outstanding were 1.2
billion EUR as of December 31, 2019.
Our non-dollar equity investments in foreign operations expose our balance sheet
to translation risk in AOCI and our capital ratios. We manage our AOCI exposure
by entering into foreign currency derivatives designated as net investment
hedges. We measure these exposures by applying a 30% U.S. dollar appreciation
shock, which we believe approximates a significant adverse shock over a one-year
time horizon, against the value of the net equity invested in our foreign
operations related net investment hedges where applicable. Our gross equity
exposures in our U.K. and Canadian operations were 1.6 billion GBP as of both
December 31, 2019 and 2018, and 1.4 billion CAD and 1.2 billion CAD as of
December 31, 2019 and 2018, respectively.
As a result of our derivative management activities, we believe our net exposure
to foreign exchange risk is minimal.
Risk related to Customer Accommodation Derivatives
We offer interest rate, commodity and foreign currency derivatives as an
accommodation to our customers within our Commercial Banking business. We offset
the majority of the market risk of these customer accommodation derivatives by
entering into offsetting derivatives transactions with other counterparties. We
use value-at-risk ("VaR") as the primary method to measure the market risk in
our customer accommodation derivative activities on a daily basis. VaR is a
statistical risk measure used to estimate the potential loss from movements
observed in the recent market environment. We employ an historical simulation
approach using the most recent 500 business days and use a 99 percent confidence
level and a holding period of one business day. As a result of offsetting our
customer exposures with other counterparties, we believe that our net exposure
to market risk in our customer accommodation derivatives is minimal. For further
information on our risk related to customer accommodation derivatives, see "Note
9-Derivative Instruments and Hedging Activities."
London Interbank Offered Rate ("LIBOR") Transition
On July 27, 2017, the U.K. Financial Conduct Authority, the regulator for the
administration of LIBOR, announced that LIBOR would be transitioned as an
interest rate benchmark and that it will no longer compel banks to contribute
LIBOR data beyond December 31, 2021. It is unclear what rate or rates may
develop as accepted alternatives to LIBOR, or what the effect of any such
changes may have on the markets for LIBOR-based financial instruments. In the
U.S., the Federal Reserve Board and the Federal Reserve Bank of New York
established the Alternative Reference Rates Committee ("ARRC"), a group of
private market participants and ex-officio members representing banking and
financial sector regulators. ARRC has recommended the Secured Overnight
Financing Rate ("SOFR") as the preferred alternative rate for certain U.S.
dollar derivative and cash instruments. We have exposures to LIBOR, including
loans, derivative contracts, unsecured debt, securitizations, vendor agreements
and other instruments with attributes that are either directly or indirectly
dependent on LIBOR. To facilitate an orderly transition from LIBOR,


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we have established a company-wide, cross-functional initiative to oversee and
manage our transition away from LIBOR and other Interbank Offered Rates
("IBORs") to alternative reference rates. We have made progress on our
transition efforts as we:
• implemented a robust governance framework and transition planning;


• completed initial assessment of exposures in products, legal contracts,


       systems, models and processes;


•      included LIBOR transition language ("fallback language") for new legal
       contracts/agreements; and

• issued our first debt security with a SOFR-based floating rate component

in January 2020.

We also continue to focus our transition efforts on: • reviewing existing legal contracts/agreements and assessing fallback

language impacts;

• monitoring of our LIBOR exposure;

• assessing internal operational readiness and risk management;

• implementing necessary updates to our infrastructure including systems,

models, valuation tools and processes;

• engaging with our clients, industry working groups, and regulators; and

• monitoring developments associated with LIBOR alternatives and industry

practices related to LIBOR-indexed instruments.




For a further discussion of the various risks we face in connection with the
expected replacement of LIBOR on our operations, see "Part I-Item 1A. Risk
Factors-Uncertainty regarding, and transition away from, LIBOR may adversely
affect our business".


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SUPPLEMENTAL TABLES

Table A-Loans Held for Investment Portfolio Composition


                                                                          December 31,
(Dollars in millions)                             2019          2018          2017          2016          2015
Credit Card:
Domestic credit card                           $ 118,606     $ 107,350     $ 105,293     $  97,120     $  87,939
International card businesses                      9,630         9,011         9,469         8,432         8,186
Total credit card                                128,236       116,361       114,762       105,552        96,125
Consumer Banking:
Auto                                              60,362        56,341        53,991        47,916        41,549
Home loan                                              -             -        17,633        21,584        25,227
Retail banking                                     2,703         2,864         3,454         3,554         3,596
Total consumer banking                            63,065        59,205        75,078        73,054        70,372
Commercial Banking:
Commercial and multifamily real estate            30,245        28,899        26,150        26,609        25,518
Commercial and industrial                         44,263        41,091        38,025        39,824        37,135
Total commercial lending                          74,508        69,990        64,175        66,433        62,653
Small-ticket commercial real estate                    -           343           400           483           613
Total commercial banking                          74,508        70,333        64,575        66,916        63,266
Other loans                                            -             -            58            64            88
Total loans                                    $ 265,809     $ 245,899     $ 254,473     $ 245,586     $ 229,851

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Table B-Performing Delinquencies


                                                                                             December 31,
                                     2019                          2018                          2017                          2016                          2015
(Dollars in millions)       Loans(1)(2)      Rate(3)      Loans(1)(2)      Rate(3)      Loans(1)(2)      Rate(3)      Loans(1)(2)      Rate(3)      Loans(1)(2)      Rate(3)
Delinquent loans:
30 - 59 days              $       4,417        1.66 %   $       4,255        1.73 %   $       3,908        1.53 %   $       3,416        1.39 %   $       3,042        1.33 %
60 - 89 days                      2,513        0.94             2,406        0.98             2,086        0.82             1,833        0.75             1,636        0.71
90 - 119 days                       975        0.37               866        0.35               862        0.34               771        0.31               603        0.26
120 - 149 days                      813        0.31               736        0.30               734        0.29               628        0.26               493        0.21
150 or more days                    619        0.23               632        0.26               637        0.25               537        0.22               409        0.18
Total                     $       9,337        3.51 %   $       8,895        3.62 %   $       8,227        3.23 %   $       7,185        2.93 %   $       6,183        2.69 %
By geographic area:
Domestic                  $       9,002        3.38 %   $       8,578        3.49 %   $       7,883        3.10 %   $       6,902        2.81 %   $       5,939        2.58 %
International                       335        0.13               317        0.13               344        0.13               283        0.12               244        0.11
Total                     $       9,337        3.51 %   $       8,895        3.62 %   $       8,227        3.23 %   $       7,185        2.93 %   $       6,183        2.69 %
Total loans held for      $     265,809                 $     245,899                 $     254,473                 $     245,586                 $     229,851
investment


__________

(1) Credit card loan balances are reported net of the finance charge and fee

reserve, which totaled $462 million, $468 million, $491 million, $402

million and $262 million as of December 31, 2019, 2018, 2017, 2016 and 2015,


     respectively.


(2)  Performing TDRs totaled $1.3 billion, $1.4 billion, $1.9 billion, $1.6

billion and $1.4 billion as of December 31, 2019, 2018, 2017, 2016 and 2015,

respectively.

(3) Delinquency rates are calculated by dividing loans in each delinquency

status category and geographic region as of the end of the period by the


     total loan portfolio.





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Table C-Nonperforming Loans and Other Nonperforming Assets


                                                                      December 31,
(Dollars in millions)                             2019        2018       2017        2016        2015
Nonperforming loans held for investment:
Credit Card:
International card businesses                   $    25     $   22     $    24     $    42     $    53
Total credit card                                    25         22          24          42          53
Consumer Banking:
Auto                                                487        449         376         223         219
Home loan                                             -          -         176         273         311
Retail banking                                       23         30          35          31          28
Total consumer banking                              510        479         587         527         558
Commercial Banking:
Commercial and multifamily real estate               38         83          38          30           7
Commercial and industrial                           410        223         239         988         538
Total commercial lending                            448        306         277       1,018         545
Small-ticket commercial real estate                   -          6           7           4           5
Total commercial banking                            448        312         284       1,022         550
Other loans                                           -          -           4           8           9

Total nonperforming loans held for investment $ 983 $ 813 $ 899 $ 1,599 $ 1,170 Other nonperforming assets

                           63         59         153         280         324
Total nonperforming assets                      $ 1,046     $  872     $ 1,052     $ 1,879     $ 1,494
Total nonperforming loans(1)                       0.37 %     0.33 %      0.35 %      0.65 %      0.51 %
Total nonperforming assets(2)                      0.39       0.35        

0.41 0.76 0.65

__________

(1) Nonperforming loan rate is calculated based on total nonperforming loans

divided by period-end total loans held for investment.

(2) The denominator used in calculating the total nonperforming assets ratio

consists of total loans held for investment and total other nonperforming


     assets.




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Table D-Net Charge-Offs
                                                                 Year Ended December 31,
(Dollars in millions)                         2019          2018          2017          2016          2015
Average loans held for investment          $ 247,450     $ 242,118     $ 245,565     $ 233,272     $ 210,745
Net charge-offs                                6,252         6,112         6,562         5,062         3,695
Net charge-off rate                             2.53 %        2.52 %        2.67 %        2.17 %        1.75 %




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Table E-Summary of Allowance for Loan and Lease Losses and Reserve for Unfunded
Lending Commitments
                                                                       December 31,
(Dollars in millions)                              2019        2018        2017        2016        2015
Allowance for loan and lease losses:
Balance at beginning of period                   $ 7,220     $ 7,502     $ 6,503     $ 5,130     $ 4,383
Charge-offs:
Credit card                                       (6,711 )    (6,657 )    (6,321 )    (5,019 )    (4,028 )
Consumer banking                                  (1,917 )    (1,832 )    (1,677 )    (1,226 )    (1,082 )
Commercial banking                                  (181 )      (119 )      (481 )      (307 )       (76 )
Other                                                  -          (7 )       (34 )        (3 )        (7 )
Total charge-offs                                 (8,809 )    (8,615 )    (8,513 )    (6,555 )    (5,193 )
Recoveries:
Credit card                                        1,562       1,588       1,267       1,066       1,110
Consumer banking                                     970         851         639         406         351
Commercial banking                                    25          63          16          15          29
Other                                                  -           1          29           6           8
Total recoveries                                   2,557       2,503       1,951       1,493       1,498
Net charge-offs                                   (6,252 )    (6,112 )    (6,562 )    (5,062 )    (3,695 )
Provision for credit losses                        6,223       5,858       7,563       6,491       4,490
Allowance build (release) for loan and lease         (29 )      (254 )     1,001       1,429         795
losses
Other changes                                         17         (28 )        (2 )       (56 )       (48 )
Balance at end of period                         $ 7,208     $ 7,220     $ 7,502     $ 6,503     $ 5,130
Reserve for unfunded lending commitments:
Balance at beginning of period                   $   122     $   124     $   136     $   168     $   113
Provision (benefit) for losses on unfunded            13          (2 )       (12 )       (32 )        46
lending commitments
Other changes                                          -           -           -           -           9
Balance at end of period                             135         122         124         136         168
Combined allowance and reserve at end of         $ 7,343     $ 7,342     $ 7,626     $ 6,639     $ 5,298
period
Allowance for loan and lease losses as a            2.71 %      2.94 %      2.95 %      2.65 %      2.23 %
percentage of loans held for investment
Combined allowance and reserve by geographic
distribution:
Domestic                                         $ 6,945     $ 6,951     $ 7,251     $ 6,262     $ 4,999
International                                        398         391         375         377         299
Total                                            $ 7,343     $ 7,342     $ 7,626     $ 6,639     $ 5,298
Combined allowance and reserve by portfolio
segment:
Credit card                                      $ 5,395     $ 5,535     $ 5,648     $ 4,606     $ 3,654
Consumer banking                                   1,043       1,052       1,249       1,109         875
Commercial banking                                   905         755         728         922         765
Other                                                  -           -           1           2           4
Total                                            $ 7,343     $ 7,342     $ 7,626     $ 6,639     $ 5,298




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Reconciliation of Non-GAAP Measures
The following non-GAAP measures consist of TCE, tangible assets and metrics
computed using these amounts, which include tangible book value per common
share, return on average tangible assets, return on average TCE and TCE ratio.
We consider these metrics to be key financial performance measures that
management uses in assessing capital adequacy and the level of returns
generated. While these non-GAAP measures are widely used by investors, analysts
and bank regulatory agencies to assess the capital position of financial
services companies, they may not be comparable to similarly-titled measures
reported by other companies. The following table presents reconciliations of
these non-GAAP measures to the applicable amounts measured in accordance with
GAAP.
Table F-Reconciliation of Non-GAAP Measures
                                                                     December 31,
(Dollars in millions, except as noted)       2019          2018          2017          2016          2015
Tangible Common Equity (Period-End)
Stockholders' equity                      $  58,011     $  51,668     $  48,730     $  47,514     $  47,284
Goodwill and intangible assets(1)           (14,932 )     (14,941 )     (15,106 )     (15,420 )     (15,701 )
Noncumulative perpetual preferred stock      (4,853 )      (4,360 )      (4,360 )      (4,360 )      (3,294 )
Tangible common equity                    $  38,226     $  32,367     $  29,264     $  27,734     $  28,289
Tangible Common Equity (Average)
Stockholders' equity                      $  55,690     $  50,192     $  49,530     $  48,753     $  47,713
Goodwill and intangible assets(1)           (14,927 )     (15,017 )     (15,308 )     (15,550 )     (15,273 )
Noncumulative perpetual preferred stock      (4,729 )      (4,360 )      (4,360 )      (3,591 )      (2,641 )
Tangible common equity                    $  36,034     $  30,815     $  29,862     $  29,612     $  29,799
Tangible Assets (Period-End)
Total assets                              $ 390,365     $ 372,538     $ 365,693     $ 357,033     $ 334,048
Goodwill and intangible assets(1)           (14,932 )     (14,941 )     (15,106 )     (15,420 )     (15,701 )
Tangible assets                           $ 375,433     $ 357,597     $ 350,587     $ 341,613     $ 318,347
Tangible Assets (Average)
Total assets                              $ 374,924     $ 363,036     $ 354,924     $ 339,974     $ 313,474
Goodwill and intangible assets(1)           (14,927 )     (15,017 )     (15,308 )     (15,550 )     (15,273 )
Tangible assets                           $ 359,997     $ 348,019     $ 339,616     $ 324,424     $ 298,201
Non-GAAP Ratio
Tangible common equity(2)                      10.2 %         9.1 %         

8.3 % 8.1 % 8.9 %

__________

(1) Includes impact of related deferred taxes.

(2) Tangible common equity ("TCE") ratio is a non-GAAP measure calculated based


     on TCE divided by tangible assets.




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Table G-Selected Quarterly Financial Information



(Dollars in millions, except per                             2019                                                    2018
share data and as noted)
(unaudited)                              Q4            Q3            Q2            Q1            Q4            Q3            Q2            Q1
Summarized results of operations:
Interest income                      $   7,270     $   7,075     $   7,076     $   7,092     $   7,048     $   6,895     $   6,596     $   6,637
Interest expense                         1,204         1,338         1,330         1,301         1,228         1,109         1,045           919
Net interest income                      6,066         5,737         5,746         5,791         5,820         5,786         5,551         5,718
Provision for credit losses              1,818         1,383         1,342         1,693         1,638         1,268         1,276         1,674
Net interest income after                4,248         4,354         4,404         4,098         4,182         4,518         4,275         4,044
provision for credit losses
Non-interest income                      1,361         1,222         1,378         1,292         1,193         1,176         1,641         1,191
Non-interest expense                     4,161         3,872         3,779 

3,671 4,132 3,773 3,424 3,573 Income from continuing operations 1,448 1,704 2,003

1,719 1,243 1,921 2,492 1,662 before income taxes Income tax provision (benefit)

             270           375           387           309           (21 )         420           575           319

Income from continuing operations, 1,178 1,329 1,616

1,410 1,264 1,501 1,917 1,343 net of tax Income (loss) from discontinued

             (2 )           4             9             2            (3 )           1           (11 )           3
operations, net of tax
Net income                               1,176         1,333         1,625  

1,412 1,261 1,502 1,906 1,346 Dividends and undistributed earnings allocated to

                       (7 )         (10 )         (12 

) (12 ) (9 ) (9 ) (12 ) (10 ) participating securities Preferred stock dividends

                  (97 )         (53 )         (80 

) (52 ) (80 ) (53 ) (80 ) (52 ) Issuance cost for redeemed

                 (31 )           -             -             -             -             -             -             -
preferred stock
Net income available to common       $   1,041     $   1,270     $   1,533     $   1,348     $   1,172     $   1,440     $   1,814     $   1,284
stockholders
Common share statistics:
Basic earnings per common
share:(1)
Net income from continuing           $    2.26     $    2.70     $    3.24 

$ 2.87 $ 2.50 $ 3.01 $ 3.76 $ 2.63 operations Income (loss) from discontinued

              -          0.01          0.02             -         (0.01 )           -         (0.02 )        0.01

operations

Net income per basic common share $ 2.26 $ 2.71 $ 3.26


   $    2.87     $    2.49     $    3.01     $    3.74     $    2.64
Diluted earnings per common
share:(1)
Net income from continuing           $    2.25     $    2.68     $    3.22 

$ 2.86 $ 2.49 $ 2.99 $ 3.73 $ 2.61 operations Income (loss) from discontinued

              -          0.01          0.02             -         (0.01 )           -         (0.02 )        0.01

operations

Net income per diluted common $ 2.25 $ 2.69 $ 3.24

    $    2.86     $    2.48     $    2.99     $    3.71     $    2.62
share
Weighted-average common shares
outstanding
(in millions):
Basic common shares                      460.9         469.5         470.8         469.4         470.0         477.8         485.1         486.9
Diluted common shares                    463.4         471.8         473.0         471.6         472.7         480.9         488.3         490.8
Balance sheet (average balances):
Loans held for investment            $ 258,870     $ 246,147     $ 242,653     $ 241,959     $ 241,371     $ 236,766     $ 240,758     $ 249,726
Interest-earning assets                349,150       340,949       338,026       337,793       334,714       330,272       333,495       330,183
Total assets                           383,162       374,905       371,095       370,394       365,243       360,937       363,929       362,049
Interest-bearing deposits              236,250       232,063       230,452       227,572       222,827       221,431       223,079       219,670
Total deposits                         260,040       255,082       253,634       251,410       247,663       246,720       248,790       245,270
Borrowings                              51,442        49,413        49,982        53,055        53,994        51,684        52,333        54,588
Common equity                           52,641        52,566        50,209        48,359        46,753        46,407        45,466        44,670
Total stockholders' equity              58,148        57,245        54,570        52,720        51,114        50,768        49,827        49,031





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Glossary and Acronyms


2019 Stock Repurchase Program: On June 27, 2019, we announced that our Board of
Directors authorized the repurchase of up to $2.2 billion of shares of our
common stock from the third quarter of 2019 through the end of the second
quarter of 2020.
Annual Report: References to our "2019 Form 10-K" or "2019 Annual Report" are to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Banks: Refers to COBNA and CONA.
Basel Committee: The Basel Committee on Banking Supervision.
Basel III Advanced Approaches: The Basel III Advanced Approaches is mandatory
for those institutions with consolidated total assets of $250 billion or more or
consolidated total on-balance sheet foreign exposure of $10 billion or more. The
Basel III Capital Rule modified the Advanced Approaches version of Basel II to
create the Basel III Advanced Approaches.
Basel III Capital Rule: The Federal Banking Agencies issued a rule in July 2013
implementing the Basel III capital framework developed by the Basel Committee as
well as certain Dodd-Frank Act and other capital provisions.
Basel III Standardized Approach: The Basel III Capital Rule modified Basel I to
create the Basel III Standardized Approach, which requires for Basel III
Advanced Approaches banking organizations that have yet to exit parallel run to
use the Basel III Standardized Approach to calculate regulatory capital,
including capital ratios, subject to transition provisions.
Cabela's acquisition: On September 25, 2017, we completed the acquisition from
Synovus Bank of credit card assets and the related liabilities of World's
Foremost Bank, a wholly-owned subsidiary of Cabela's Incorporated.
Capital One or the Company: Capital One Financial Corporation and its
subsidiaries.
Carrying value (with respect to loans): The amount at which a loan is recorded
on the consolidated balance sheets. For loans recorded at amortized cost,
carrying value is the unpaid principal balance net of unamortized deferred loan
origination fees and costs, and unamortized purchase premium or discount. For
loans that are or have been on nonaccrual status, the carrying value is also
reduced by any net charge-offs that have been recorded and the amount of
interest payments applied as a reduction of principal under the cost recovery
method. For credit card loans, the carrying value also includes interest that
has been billed to the customer, net of any related reserves. Loans held for
sale are recorded at either fair value (if we elect the fair value option) or at
the lower of cost or fair value. For PCI loans, carrying value represents the
present value of all expected cash flows including interest that has not yet
been accrued, discounted at the effective interest rate, including any valuation
allowance for impaired loans.
CECL: In June 2016, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This
ASU requires an impairment model (known as the current expected credit loss
("CECL") model) that is based on expected rather than incurred losses, with an
anticipated result of more timely loss recognition. This guidance is effective
for us on January 1, 2020.
COBNA: Capital One Bank (USA), National Association, one of our fully owned
subsidiaries, which offers credit and debit card products, other lending
products and deposit products.
Common equity Tier 1 capital: Calculated as the sum of common equity, related
surplus and retained earnings, and accumulated other comprehensive income net of
applicable phase-ins, less goodwill and intangibles net of associated deferred
tax liabilities and applicable phase-ins, less other deductions, as defined by
regulators.
Company: Capital One Financial Corporation and its subsidiaries.
CONA: Capital One, National Association, one of our fully owned subsidiaries,
which offers a broad spectrum of banking products and financial services to
consumers, small businesses and commercial clients.
Credit risk: The risk of loss from an obligor's failure to meet the terms of any
contract or otherwise fail to perform as agreed.
Cybersecurity Incident: The unauthorized access by an outside individual who
obtained certain types of personal information relating to people who had
applied for our credit card products and to our credit card customers that we
announced on July 29, 2019.
Derivative: A contract or agreement whose value is derived from changes in
interest rates, foreign exchange rates, prices of securities or commodities,
credit worthiness for credit default swaps or financial or commodity indices.


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Discontinued operations: The operating results of a component of an entity, as
defined by Accounting Standards Codification ("ASC") 205, that are removed from
continuing operations when that component has been disposed of or it is
management's intention to sell the component.
Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"):
Regulatory reform legislation signed into law on July 21, 2010. This law broadly
affects the financial services industry and contains numerous provisions aimed
at strengthening the sound operation of the financial services sector.
Exchange Act: The Securities Exchange Act of 1934, as amended.
eXtensible Business Reporting Language ("XBRL"): A language for the electronic
communication of business and financial data.
Federal Banking Agencies: The Federal Reserve, Office of the Comptroller of the
Currency and Federal Deposit Insurance Corporation.
Federal Reserve: The Board of Governors of the Federal Reserve System.
FICO score: A measure of consumer credit risk provided by credit bureaus,
typically produced from statistical modeling software created by FICO (formerly
known as "Fair Isaac Corporation") utilizing data collected by the credit
bureaus.
Foreign currency derivative contracts: An agreement to exchange contractual
amounts of one currency for another currency at one or more future dates.
Foreign exchange contracts: Contracts that provide for the future receipt or
delivery of foreign currency at previously agreed-upon terms.
GSE or Agency: A government-sponsored enterprise or agency is a financial
services corporation created by the United States Congress. Examples of U.S.
government agencies include Federal National Mortgage Association ("Fannie
Mae"), Federal Home Loan Mortgage Corporation ("Freddie Mac"), Government
National Mortgage Association ("Ginnie Mae") and the Federal Home Loan Banks
("FHLB").
Impaired loans: A loan is considered impaired when, based on current information
and events, it is probable that we will not be able to collect all amounts due
from the borrower in accordance with the original contractual terms of the loan.
Interest rate sensitivity: The exposure to interest rate movements.
Interest rate swaps: Contracts in which a series of interest rate flows in a
single currency are exchanged over a prescribed period. Interest rate swaps are
the most common type of derivative contract that we use in our asset/liability
management activities.
Investment grade: Represents Moody's long-term rating of Baa3 or better; and/or
a Standard & Poor's or DBRS long-term rating of BBB- or better; or if unrated,
an equivalent rating using our internal risk ratings. Instruments that fall
below these levels are considered to be non-investment grade.
Investor entities: Entities that invest in community development entities
("CDE") that provide debt financing to businesses and non-profit entities in
low-income and rural communities.
LCR Rule: In September 2014, the Federal Banking Agencies issued final rules
implementing the Basel III Liquidity Coverage Ratio in the United States. The
LCR is calculated by dividing the amount of an institution's high quality,
unencumbered liquid assets by its estimated net cash outflow, as defined and
calculated in accordance with the LCR Rule.
Leverage ratio: Tier 1 capital divided by average assets after certain
adjustments, as defined by the regulators.
Liquidity risk: The risk that the Company will not be able to meet its future
financial obligations as they come due, or invest in future asset growth because
of an inability to obtain funds at a reasonable price within a reasonable time
period.
Loan-to-value ("LTV") ratio: The relationship, expressed as a percentage,
between the principal amount of a loan and the appraised value of the collateral
securing the loan.
Managed presentation: A non-GAAP presentation of financial results that includes
reclassifications to present revenue on a fully taxable-equivalent basis.
Management uses this non-GAAP financial measure at the segment level, because it
believes this provides information to enable investors to understand the
underlying operational performance and trends of the particular business segment
and facilitates a comparison of the business segment with the performance of
competitors.


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Market risk: The risk that an institution's earnings or the economic value of
equity could be adversely impacted by changes in interest rates, foreign
exchange rates or other market factors.
Master netting agreement: An agreement between two counterparties that have
multiple contracts with each other that provides for the net settlement of all
contracts through a single payment in the event of default or termination of any
one contract.
Mortgage-backed security ("MBS"): An asset-backed security whose cash flows are
backed by the principal and interest payments of a set of mortgage loans.
Mortgage servicing rights ("MSRs"): The right to service a mortgage loan when
the underlying loan is sold or securitized. Servicing includes collections for
principal, interest and escrow payments from borrowers and accounting for and
remitting principal and interest payments to investors.
Net charge-off rate: represents (annualized) net charge-offs divided by average
loans held for investment for the period.
Net interest margin: represents (annualized) net interest income divided by
average interest-earning assets for the period.
Nonperforming loans: Generally include loans that have been placed on nonaccrual
status. We also do not report loans classified as held for sale as
nonperforming.
Option-ARM loans: The option-ARM real estate loan product is an adjustable-rate
mortgage ("ARM") loan that initially provides the borrower with the monthly
option to make a fully-amortizing, interest-only or minimum fixed payment. After
the initial payment option period, usually five years, the recalculated minimum
payment represents a fully-amortizing principal and interest payment that would
effectively repay the loan by the end of its contractual term.
Other-than-temporary impairment ("OTTI"): An impairment charge taken on a
security whose fair value has fallen below the carrying value on the balance
sheet and whose value is not expected to recover through the holding period of
the security.
Public Funds deposits: Deposits that are derived from a variety of political
subdivisions such as school districts and municipalities.
Purchased credit-impaired ("PCI") loans: Loans acquired in a business
combination that were recorded at fair value at acquisition and subsequently
accounted for based on cash flows expected to be collected in accordance with
ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality.
Purchase volume: Consists of purchase transactions, net of returns, for the
period, and excludes cash advance and balance transfer transactions.
Rating agency: An independent agency that assesses the credit quality and
likelihood of default of an issue or issuer and assigns a rating to that issue
or issuer.
Recorded investment: The amount of the investment in a loan which includes any
direct write-down of the investment.
Repurchase agreement: An instrument used to raise short-term funds whereby
securities are sold with an agreement for the seller to buy back the securities
at a later date.
Restructuring charges: Charges associated with the realignment of resources
supporting various businesses, primarily consisting of severance and related
benefits pursuant to our ongoing benefit programs and impairment of certain
assets related to business locations and activities being exited.
Risk-weighted assets: On- and off-balance sheet assets that are assigned to one
of several broad risk categories and weighted by factors representing their risk
and potential for default.
Securitized debt obligations: A type of asset-backed security and structured
credit product constructed from a portfolio of fixed-income assets.
Subprime: For purposes of lending in our Credit Card business, we generally
consider FICO scores of 660 or below, or other equivalent risk scores, to be
subprime. For purposes of auto lending in our Consumer Banking business, we
generally consider FICO scores of 620 or below to be subprime.
Tailoring Rules: In October 2019, the Federal Banking Agencies released final
rules that provide for tailored application of certain capital, liquidity, and
stress testing requirements across different categories of banking
institutions. As a bank holding company with total consolidated assets of at
least $250 billion that does not exceed any of the applicable risk-based
thresholds, we are a Category III institution under the Tailoring Rules.


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Tangible common equity: A non-GAAP financial measure. Common equity less
goodwill and intangible assets adjusted for deferred tax liabilities associated
with non-tax deductible intangible assets and tax deductible goodwill.
Tax Act: The Act to provide for reconciliation pursuant to titles II and V of
the concurrent resolution on the budget for fiscal year 2018 enacted on December
22, 2017.
Troubled debt restructuring ("TDR"): A TDR is deemed to occur when the
contractual terms of a loan agreement are modified by granting a concession to a
borrower that is experiencing financial difficulty.
Unfunded commitments: Legally binding agreements to provide a defined level of
financing until a specified future date.
U.K. PPI Reserve: U.K. payment protection insurance customer refund reserve.
U.S. GAAP: Accounting principles generally accepted in the United States of
America. Accounting rules and conventions defining acceptable practices in
preparing financial statements in the U.S.
Variable interest entity ("VIE"): An entity that (i) lacks enough equity
investment at risk to permit the entity to finance its activities without
additional financial support from other parties; (ii) has equity owners that
lack the right to make significant decisions affecting the entity's operations;
and/or (iii) has equity owners that do not have an obligation to absorb or the
right to receive the entity's losses or return.
Walmart acquisition: On October 11, 2019, we completed the acquisition of the
existing portfolio of Walmart's cobrand and private label credit card
receivables.


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Acronyms


AWS: Amazon Web Services, Inc.
AML: Anti-money laundering
AOCI: Accumulated other comprehensive income
ARM: Adjustable rate mortgage
ARRC: Alternative Reference Rates Committee
ASU: Accounting Standards Update
ASC: Accounting Standards Codification
BHC: Bank holding company
bps: Basis points
CAD: Canadian dollar
CAP: Compliance assurance process
CCAR: Comprehensive Capital Analysis and Review
CCP: Central Counterparty Clearinghouse, or Central Clearinghouse
CCPA: California Consumer Privacy Act of 2018
CDE: Community development entities
CECL: Current expected credit loss
CFPB: Consumer Financial Protection Bureau
CFTC: Commodity Futures Trading Commission
CIBC Act: Change in Bank Control Act
CMBS: Commercial mortgage-backed securities
CME: Chicago Mercantile Exchange
COEP: Capital One (Europe) plc
COF: Capital One Financial Corporation
COSO: Committee of Sponsoring Organizations of the Treadway Commission
CRA: Community Reinvestment Act
CVA: Credit valuation adjustment
DCF: Discounted cash flow
DCM: Designated contract market
DDOS: Distributed denial of service
DIF: Deposit insurance fund
DRP: Dividend Reinvestment and Stock Purchase Plan
DRR: Designated reserve ratio
DVA: Debit valuation adjustment
EGRRCPA: Economic Growth, Regulatory Relief, and Consumer Protection Act
EU: European Union
EUR: Euro
Fannie Mae: Federal National Mortgage Association
FASB: Financial Accounting Standards Board
FCA: U.K. Financial Conduct Authority
FCAC: Financial Consumer Agency of Canada
FCM: Futures commission merchant
FDIC: Federal Deposit Insurance Corporation

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FDICIA: The Federal Deposit Insurance Corporation Improvement Act of 1991
FFIEC: Federal Financial Institutions Examination Council
FHC: Financial holding company
FHLB: Federal Home Loan Banks
FIS: Fidelity Information Services
FinCEN: Financial Crimes Enforcement Network
FIRREA: Financial Institutions Reform, Recovery and Enforcement Act
Fitch: Fitch Ratings
FOS: Financial Ombudsman Service
Freddie Mac: Federal Home Loan Mortgage Corporation
FSOC: Financial Stability Oversight Council
FVC: Fair Value Committee
GAAP: Generally accepted accounting principles in the U.S.
GBP: Great British pound
GDPR: General Data Protection Regulation
Ginnie Mae: Government National Mortgage Association
G-SIBs: Global systemically important banks
GSE or Agency: Government-sponsored enterprise
IBOR: Interbank Offered Rate
IRM: Independent Risk Management
IRS: Internal Revenue Service
LCH: LCH Group
LCR: Liquidity coverage ratio
LIBOR: London Interbank Offered Rate
MDL: Multi-district litigation
Moody's: Moody's Investors Service
MSRs: Mortgage servicing rights
NSFR: Net stable funding ratio
NYSE: New York Stock Exchange
OCC: Office of the Comptroller of the Currency
OCI: Other comprehensive income
OTC: Over-the-counter
OTTI: Other-than-temporary impairment
PCA: Prompt corrective action
PCAOB: Public Company Accounting Oversight Board (United States)
PCI: Purchased credit-impaired
PCCR: Purchased credit card relationship
PIPEDA: Personal Information Protection and Electronic Documents Act
PPI: Payment protection insurance
PSU: Performance share unit
RMBS: Residential mortgage-backed securities
RSU: Restricted stock unit
S&P: Standard & Poor's
SEC: U.S. Securities and Exchange Commission

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SEF: Swap execution facility
SOFR: Secured Overnight Financing Rate
TCE: Tangible common equity
TDR: Troubled debt restructuring
TILA: Truth in Lending Act
TSYS: Total Systems Services, Inc.
U.K.: United Kingdom
U.S.: United States of America
VAC: Valuations Advisory Committee



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Item 7A. Quantitative and Qualitative Disclosures about Market Risk For a discussion of the quantitative and qualitative disclosures about market risk, see "MD&A-Market Risk Profile."

Item 8. Financial Statements and Supplementary Data

Page


  Consolidated Financial Statements                                         

114


  Consolidated Statements of Income                                         

115


  Consolidated Statements of Comprehensive Income                           

116


  Consolidated Balance Sheets                                               

117


  Consolidated Statements of Changes in Stockholders' Equity                

118


  Consolidated Statements of Cash Flows                                     

119


  Notes to Consolidated Financial Statements                                

120


  Note 1-Summary of Significant Accounting Policies                         

120


  Note 2-Investment Securities                                              

134


  Note 3-Loans                                                              

139

Note 4-Allowance for Loan and Lease Losses and Reserve for Unfunded

148

Lending Commitments


  Note 5-Variable Interest Entities and Securitizations                       151
  Note 6-Goodwill and Intangible Assets                                       155
  Note 7-Premises, Equipment and Lease  s                                     158
  Note 8-Deposits and Borrowings                                              160
  Note 9-Derivative Instruments and Hedging Activities                        162
  Note 10-Stockholders' Equity                                                170
  Note 11-Regulatory and Capital Adequacy                                     174
  Note 12-Earnings Per Common Share                                           176
  Note 13-Stock-Based Compensation Plans                                      177
  Note 14-Employee Benefit Plans                                              179
  Note 15-Income Taxes                                                        181
  Note 16-Fair Value Measurement                                              185
  Note 17-Business Segments and Revenue from Contracts with Customers         194
  Note 18-Commitments, Contingencies, Guarantees and Others                   198
  Note 19-Capital One Financial Corporation (Parent Company Only)             202
  Note 20-Related Party Transactions                                          204
  Note 21-Business Developments                                               205




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        MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Capital One Financial Corporation (the "Company" or "Capital
One") is responsible for establishing and maintaining adequate internal control
over financial reporting and for the assessment of the effectiveness of internal
control over financial reporting. Internal control over financial reporting is a
process designed by, or under the supervision of, the Company's principal
executive and principal financial officers, or persons performing similar
functions, and effected by the Company's Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
reporting purposes in accordance with U.S. generally accepted accounting
principles.
Capital One's internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
the Company's receipts and expenditures are being made only in accordance with
authorizations of the Company's management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on its financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2019, based on the
framework in "2013 Internal Control-Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"),
commonly referred to as the "2013 Framework."
Based on this assessment, management concluded that, as of December 31, 2019,
the Company's internal control over financial reporting was effective based on
the criteria established by COSO in the 2013 Framework. Additionally, based upon
management's assessment, the Company determined that there were no material
weaknesses in its internal control over financial reporting as of December 31,
2019.
The effectiveness of the Company's internal control over financial reporting as
of December 31, 2019, has been audited by Ernst & Young LLP, an independent
registered public accounting firm, as stated in their accompanying report, which
expresses an unqualified opinion on the effectiveness of the Company's internal
control over financial reporting as of December 31, 2019.
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chair, Chief Executive Officer and President

/s/ R. SCOTT BLACKLEY
R. Scott Blackley
Chief Financial Officer

February 20, 2020





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            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Capital One Financial
Corporation:
Opinion on Internal Control over Financial Reporting
We have audited Capital One Financial Corporation's internal control over
financial reporting as of December 31, 2019, based on criteria established in
Internal Control- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Capital One Financial Corporation (the "Company") maintained, in
all material respects, effective internal control over financial reporting as of
December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of Capital One Financial Corporation as of December 31, 2019 and 2018,
the related consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2019, and the related notes, and our report dated February
20, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP

Tysons, Virginia
February 20, 2020




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            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Capital One Financial
Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Capital One
Financial Corporation (the "Company") as of December 31, 2019 and 2018, the
related consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2019, and the related notes (collectively referred to as the
"consolidated financial statements"). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of
the Company at December 31, 2019 and 2018, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework) and our
report dated February 20, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis
for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the
current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they
relate.










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                Allowance for loan and lease losses - Credit Card and Consumer
                Banking
Description     At December 31, 2019, the Company's allowance for loan and lease
of the Matter   losses (ALLL or allowance) for the credit card and consumer
                banking portfolios was $5.4 billion and $1.0 billion,
                respectively. As more fully described in Note 1 and Note 4 of
                the consolidated financial statements, the ALLL represents
                management's best estimate of incurred loan and lease losses in
                the held for investment (HFI) loan portfolios as of the balance
                sheet date and is comprised of two elements. The first is
                'quantitative' and involves the use of complex econometric
                statistical loss forecasting models tailored to each portfolio
                based on, among other things, historical loss and recovery
                experience, recent trends in delinquencies and charge-offs,
                underwriting and collection management policies, seasonality,
                the value of collateral underlying secured loans, and general
                economic conditions. The second is 'qualitative' and involves
                factors that represent management's judgment of the imprecision
                and risks inherent in the processes not lending themselves to
                empirical derivation.
                Auditing the allowance for the credit card and consumer banking
                portfolios was especially challenging and highly judgmental due
                to the significant complexity of the loss forecasting models
                used in the quantitative element and the significant judgment
                required in establishing the qualitative element. The
                qualitative element requires management to make significant
                judgments regarding the imprecision and risk inherent in the
                process and assumptions used in establishing the allowance,
                including modeling assumption and adjustment risks, probable
                internal and external events, and uncertainty in the
                macroeconomic environment and how that impacts losses.
How We          We obtained an understanding, evaluated the design and tested
Addressed the   the operating effectiveness of the internal controls over the
Matter in Our   ALLL process, including, among others, controls over the
Audit           development, operation, and monitoring of loss forecasting
                models and management review controls over key assumptions and
                qualitative judgments used in reviewing the final credit card
                and consumer banking allowance results. Our tests of controls
                included observation of certain of management's quarterly ALLL
                governance meetings, at which key management judgments,
                qualitative adjustments, and final ALLL results are subjected to
                critical challenge by management groups independent of the ALLL
                calculation.
                We involved EY specialists in testing management's credit card
                and consumer banking econometric statistical loss forecasting
                models including evaluating model methodology, model performance
                and testing key modeling assumptions as well as model governance
                controls. We compared actual loss history with prior forecasts
                at a disaggregated loan portfolio level to evaluate the
                reasonableness of management's consumer forecasts (e.g.,
                look-back analysis).
                We performed quarterly sensitivity analysis on the ALLL,
                charge-off and delinquency rates, and coverage ratios used
                within each segment of the credit card and consumer banking
                allowance. Our audit response also included specific substantive
                tests of management's process to measure credit card and
                consumer banking qualitative factors. We compared calculations
                to external consumer market benchmarks and industry peer data
                and compared qualitative factors to prior periods and prior
                economic cycles. We also evaluated if the credit card and
                consumer banking allowance qualitative factors were applied
                based on a comprehensive framework and that all available
                information was considered, well-documented, and consistently
                applied.




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                Goodwill Impairment Assessment
Description     At December 31, 2019, the Company's goodwill was $14.7 billion
of the Matter   recorded across four reporting units. As discussed in Note 1 and
                Note 6 of the consolidated financial statements, goodwill is
                tested for impairment at least annually at the reporting unit
                level by comparing the fair value of the reporting unit to its
                carrying value. Management uses a discounted cash flow analysis
                (DCF) to calculate the fair value of its reporting units.
                Auditing of the annual goodwill impairment test was especially
                challenging, complex, and highly judgmental due to the
                significant estimation required in determining the fair value of
                the reporting units. The fair value estimate is sensitive to
                significant assumptions including prospective financial
                information (PFI) and market discount rates. These PFI
                assumptions require management to make judgments about future
                loan and deposit growth, revenue and expenses, credit losses,
                and capital rates. Management utilizes a financial forecasting
                process to estimate the PFI and an estimation process to
                determine the appropriate discount rates.
How We          Our audit procedures related to the goodwill impairment
Addressed the   assessment included, among others, testing the design and
Matter in Our   operating effectiveness of controls over the Company's PFI
Audit           forecasting process and management's impairment assessment
                process, including controls over the estimation of discount
                rates.
                To test the appropriateness of management's assessment process,
                we assessed the goodwill impairment methodology and involved EY
                valuation specialists to assist in the testing of the
                significant assumptions, including testing the Company's
                estimate of discount rates, and evaluating the

reasonableness of


                total fair value through comparison to the Company's market
                capitalization and analysis of the resulting premium to
                applicable market transactions. We evaluated certain of
                management's assumptions with historical performance (e.g.,
                trend analysis), current industry and economic trends, changes
                in the Company's strategies, and the customer base or product
                mix. We also evaluated the consistency of the PFI by comparing
                the projections to other analyses used within the organization
                and inquiries performed of senior management regarding strategic
                plans within each reporting unit. We compared prior year
                forecasts to current year actual performance. We performed
                sensitivity analyses related to the significant assumptions to
                evaluate the change in the fair value of the reporting units
                resulting from changes in the assumptions. We also recalculated
                the reconciliation of the fair value of all reporting units to
                the market capitalization of the Company and then assessed the
                resulting premium.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1994.



Tysons, Virginia
February 20, 2020





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                       CAPITAL ONE FINANCIAL CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME

                                                                   Year Ended December 31,
(Dollars in millions, except per share-related data)            2019         2018         2017
Interest income:
Loans, including loans held for sale                         $ 25,862     $ 24,728     $ 23,388
Investment securities                                           2,411        2,211        1,711
Other                                                             240          237          123
Total interest income                                          28,513       27,176       25,222
Interest expense:
Deposits                                                        3,420        2,598        1,602
Securitized debt obligations                                      523          496          327
Senior and subordinated notes                                   1,159        1,125          731
Other borrowings                                                   71           82          102
Total interest expense                                          5,173        4,301        2,762
Net interest income                                            23,340       22,875       22,460
Provision for credit losses                                     6,236        5,856        7,551
Net interest income after provision for credit losses          17,104       17,019       14,909
Non-interest income:
Interchange fees, net                                           3,179        2,823        2,573
Service charges and other customer-related fees                 1,330        1,585        1,597
Net securities gains (losses)                                      26         (209 )         65
Other                                                             718        1,002          542
Total non-interest income                                       5,253        5,201        4,777
Non-interest expense:
Salaries and associate benefits                                 6,388        5,727        5,899
Occupancy and equipment                                         2,098        2,118        1,939
Marketing                                                       2,274        2,174        1,670
Professional services                                           1,237        1,145        1,097
Communications and data processing                              1,290        1,260        1,177
Amortization of intangibles                                       112          174          245
Other                                                           2,084        2,304        2,167
Total non-interest expense                                     15,483       14,902       14,194
Income from continuing operations before income taxes           6,874        7,318        5,492
Income tax provision                                            1,341        1,293        3,375
Income from continuing operations, net of tax                   5,533        6,025        2,117
Income (loss) from discontinued operations, net of tax             13          (10 )       (135 )
Net income                                                      5,546        6,015        1,982
Dividends and undistributed earnings allocated to
participating securities                                          (41 )        (40 )        (13 )
Preferred stock dividends                                        (282 )       (265 )       (265 )
Issuance cost for redeemed preferred stock                        (31 )          0            0
Net income available to common stockholders                  $  5,192     $  5,710     $  1,704
Basic earnings per common share:
Net income from continuing operations                        $  11.07     $  11.92     $   3.80
Income (loss) from discontinued operations                       0.03        (0.02 )      (0.28 )
Net income per basic common share                            $  11.10     $  11.90     $   3.52
Diluted earnings per common share:
Net income from continuing operations                        $  11.02     $  11.84     $   3.76
Income (loss) from discontinued operations                       0.03        (0.02 )      (0.27 )
Net income per diluted common share                          $  11.05     $ 

11.82 $ 3.49

See Notes to Consolidated Financial Statements.

115 Capital One Financial Corporation (COF)

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                       CAPITAL ONE FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                                                      Year Ended December 31,
(Dollars in millions)                                               2019        2018        2017
Net income                                                       $  5,546     $ 6,015     $ 1,982
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for sale        650        (459 )        21
Net changes in securities held to maturity                             26         447          97
Net unrealized gains (losses) on hedging relationships                772         (74 )      (203 )
Foreign currency translation adjustments                               70         (39 )        84
Other                                                                  13         (11 )        24
Other comprehensive income (loss), net of tax                       1,531        (136 )        23
Comprehensive income                                             $  7,077     $ 5,879     $ 2,005




  See Notes to Consolidated Financial Statements.
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                       CAPITAL ONE FINANCIAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS


                                                                December 31,      December 31,
(Dollars in millions, except per share-related data)                2019              2018
Assets:
Cash and cash equivalents:
Cash and due from banks                                        $       4,129     $       4,768
Interest-bearing deposits and other short-term investments             9,278             8,418
Total cash and cash equivalents                                       13,407            13,186
Restricted cash for securitization investors                             342               303
Investment securities:
Securities available for sale                                         79,213            46,150
Securities held to maturity                                                0            36,771
Total investment securities                                           79,213            82,921
Loans held for investment:
Unsecuritized loans held for investment                              231,992           211,702
Loans held in consolidated trusts                                     33,817            34,197
Total loans held for investment                                      265,809           245,899
Allowance for loan and lease losses                                   (7,208 )          (7,220 )
Net loans held for investment                                        258,601           238,679
Loans held for sale ($251 million carried at fair value at
December 31, 2019)                                                       400             1,192
Premises and equipment, net                                            4,378             4,191
Interest receivable                                                    1,758             1,614
Goodwill                                                              14,653            14,544
Other assets                                                          17,613            15,908
Total assets                                                   $     390,365     $     372,538

Liabilities:
Interest payable                                               $         439     $         458
Deposits:
Non-interest-bearing deposits                                         23,488            23,483
Interest-bearing deposits                                            239,209           226,281
Total deposits                                                       262,697           249,764
Securitized debt obligations                                          17,808            18,307

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

                                                 314               352
Senior and subordinated notes                                         30,472            30,826
Other borrowings                                                       7,103             9,420
Total other debt                                                      37,889            40,598
Other liabilities                                                     13,521            11,743
Total liabilities                                                    332,354           320,870

Commitments, contingencies and guarantees (see Note 18) Stockholders' equity: Preferred stock (par value $.01 per share; 50,000,000 shares authorized; 4,975,000 and 4,475,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively)

                0                 0

Common stock (par value $.01 per share; 1,000,000,000 shares authorized; 672,969,391 and 667,969,069 shares issued as of December 31, 2019 and 2018, respectively, 456,562,399 and 467,717,306 shares outstanding as of December 31, 2019 and 2018, respectively)

                                                        7                 7
Additional paid-in capital, net                                       32,980            32,040
Retained earnings                                                     40,340            35,875
Accumulated other comprehensive income (loss)                          1,156            (1,263 )

Treasury stock, at cost (par value $.01 per share; 216,406,992 and 200,251,763 shares as of December 31, 2019 and 2018, respectively)

                                              (16,472 )         (14,991 )
Total stockholders' equity                                            58,011            51,668
Total liabilities and stockholders' equity                     $     

390,365 $ 372,538





  See Notes to Consolidated Financial Statements.
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                       CAPITAL ONE FINANCIAL CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                                                       Accumulated
                                 Preferred Stock                Common Stock           Additional                         Other                           Total
                                                                                         Paid-In        Retained      Comprehensive     Treasury      Stockholders'
(Dollars in millions)          Shares         Amount        Shares         Amount        Capital        Earnings      Income (Loss)       Stock          Equity
Balance as of December
31, 2016                      4,475,000     $      0     653,736,607     $      7     $    31,157     $   29,766     $        (949 )   $ (12,467 )   $      47,514
Comprehensive income                                                                                       1,982                23                           2,005
Dividends-common stock(1)                                     42,613            0               3           (783 )                                            (780 )
Dividends-preferred stock                                                                                   (265 )                                            (265 )
Purchases of treasury
stock                                                                                                                                       (240 )            (240 )
Issuances of common stock
and restricted stock, net
of forfeitures                                             4,057,555            0             164                                                              164
Exercises of stock
options and warrants                                       3,888,152            0             124                                                              124
Compensation expense for
restricted stock awards,
restricted stock units
and stock options                                                                             208                                                       

208


Balance as of December
31, 2017                      4,475,000     $      0     661,724,927     $  

7 $ 31,656 $ 30,700 $ (926 ) $ (12,707 ) $

48,730


Cumulative effects from
adoption of new
accounting standards                                                                                         201              (201 )                             0
Comprehensive income
(loss)                                                                                                     6,015              (136 )                         5,879
Dividends-common stock(1)                                     35,813            0               3           (776 )                                            (773 )
Dividends-preferred stock                                                                                   (265 )                                            (265 )
Purchases of treasury
stock                                                                                                                                     (2,284 )          (2,284 )
Issuances of common stock
and restricted stock, net
of forfeitures                                             4,183,783            0             175                                                              175
Exercises of stock
options and warrants                                       2,024,546            0              38                                                               38
Compensation expense for
restricted stock awards,
restricted stock units
and stock options                                                                             168                                                       

168


Balance as of December
31, 2018                      4,475,000     $      0     667,969,069     $  

7 $ 32,040 $ 35,875 $ (1,263 ) $ (14,991 ) $

51,668


Cumulative effects from
adoption of new lease
standard                                                                                                     (11 )                                             (11 )
Comprehensive income                                                                                       5,546             1,531                      

7,077


Effects from transfer of
securities held to
maturity to available for
sale                                                                                                                           888                      

888


Dividends-common stock(1)                                     49,963            0               4           (757 )                                            (753 )
Dividends-preferred stock                                                                                   (282 )                                            (282 )
Purchases of treasury
stock                                                                                                                                     (1,481 )          (1,481 )
Issuances of common stock
and restricted stock, net
of forfeitures                                             4,678,940            0             199                                                              199
Exercises of stock
options                                                      271,419            0              17                                                               17
Issuances of preferred
stock                         1,500,000            0                                        1,462                                                            1,462
Redemptions of preferred
stock                        (1,000,000 )          0                                         (969 )          (31 )                                          (1,000 )
Compensation expense for
restricted stock units
and stock options                                                                             227                                                              227
Balance as of December
31, 2019                      4,975,000     $      0     672,969,391     $      7     $    32,980     $   40,340     $       1,156     $ (16,472 )   $      58,011


__________

(1) We declared dividend per share on our common stock of $0.40 in each quarter


     of 2019, 2018 and 2017.






  See Notes to Consolidated Financial Statements.
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                       CAPITAL ONE FINANCIAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 Year Ended December 31,
(Dollars in millions)                                         2019         2018         2017
Operating activities:
Income from continuing operations, net of tax              $  5,533     $  6,025     $  2,117
Income (loss) from discontinued operations, net of tax           13          (10 )       (135 )
Net income                                                    5,546        6,015        1,982
Adjustments to reconcile net income to net cash from
operating activities:
Provision for credit losses                                   6,236        5,856        7,551
Depreciation and amortization, net                            3,339        2,396        2,440
Deferred tax provision (benefit)                               (296 )        714        1,434
Net securities losses (gains)                                   (26 )        209          (65 )
Gain on sales of loans                                          (50 )       (548 )        (72 )
Stock-based compensation expense                                239          170          244
Other                                                             0         (125 )         (8 )
Loans held for sale:
Originations and purchases                                   (9,798 )     (9,039 )     (8,929 )
Proceeds from sales and paydowns                             10,668        8,442        9,595
Changes in operating assets and liabilities:
Changes in interest receivable                                  (63 )        (74 )       (157 )
Changes in other assets                                         662          476         (714 )
Changes in interest payable                                     (19 )         45           85
Changes in other liabilities                                    194       (1,553 )      1,157
Net change from discontinued operations                           7           (6 )       (361 )
Net cash from operating activities                           16,639       12,978       14,182
Investing activities:
Securities available for sale:
Purchases                                                   (12,105 )    (14,022 )    (12,412 )
Proceeds from paydowns and maturities                         8,553        7,510        7,213
Proceeds from sales                                           4,780        6,399        8,181
Securities held to maturity:
Purchases                                                      (396 )    (19,166 )     (5,885 )
Proceeds from paydowns and maturities                         5,050        2,419        2,594
Loans:
Net changes in loans held for investment                    (21,280 )      1,015      (12,315 )
Principal recoveries of loans previously charged off          2,557        2,503        1,951
Net purchases of premises and equipment                        (887 )       (874 )     (1,018 )
Net cash paid for acquisition activities                     (8,393 )       (600 )     (3,187 )
Net cash from other investing activities                       (877 )       (802 )       (663 )
Net cash from investing activities                          (22,998 )    (15,618 )    (15,541 )

                                                                 Year Ended December 31,
(Dollars in millions)                                         2019         2018         2017
Financing activities:
Deposits and borrowings:
Changes in deposits                                        $ 12,643     $  6,077     $  6,993
Issuance of securitized debt obligations                      6,656          997        5,983
Maturities and paydowns of securitized debt obligations      (7,285 )     (2,673 )     (7,233 )
Issuance of senior and subordinated notes and long-term
FHLB advances                                                 4,142        5,977       35,426
Maturities and paydowns of senior and subordinated notes
and long-term FHLB advances                                  (5,595 )    (14,163 )    (36,554 )
Changes in other borrowings                                  (2,104 )      8,671         (400 )
Common stock:
Net proceeds from issuances                                     199          175          164
Dividends paid                                                 (753 )       (773 )       (780 )
Preferred stock:
Net proceeds from issuances                                   1,462            0            0
Dividends paid                                                 (282 )       (265 )       (265 )
Redemptions                                                  (1,000 )          0            0
Purchases of treasury stock                                  (1,481 )     (2,284 )       (240 )
Proceeds from share-based payment activities                     17           38          124
Net cash from financing activities                            6,619        

1,777 3,218 Changes in cash, cash equivalents and restricted cash for securitization investors

                                    260         (863 )      1,859
Cash, cash equivalents and restricted cash for
securitization investors, beginning of the period            13,489       14,352       12,493
Cash, cash equivalents and restricted cash for
securitization investors, end of the period                $ 13,749     $ 13,489     $ 14,352
Supplemental cash flow information:
Non-cash items:
Net transfers from loans held for investment to loans
held for sale                                              $  1,589     $   

855 $ 674 Transfers from securities held to maturity to securities available for sale

                                           33,187            0            0
Securitized debt obligations assumed in acquisition               0            0        2,484
Loans held for sale acquired by assuming other
borrowings                                                        0            0          283
Interest paid                                                 4,790        3,933        2,772
Income tax paid                                                 626          407        1,187


See Notes to Consolidated Financial Statements.

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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The Company
Capital One Financial Corporation, a Delaware Corporation established in 1994
and headquartered in McLean, Virginia, is a diversified financial services
holding company with banking and non-banking subsidiaries. Capital One Financial
Corporation and its subsidiaries (the "Company") offer a broad array of
financial products and services to consumers, small businesses and commercial
clients through digital channels, branches, Cafés and other distribution
channels. As of December 31, 2019, our principal subsidiaries included:
•    Capital One Bank (USA), National Association ("COBNA"), which offers credit
     and debit card products, other lending products and deposit products; and

Capital One, National Association ("CONA"), which offers a broad spectrum of

banking products and financial services to consumers, small businesses and

commercial clients.




The Company is hereafter collectively referred to as "we," "us" or "our." COBNA
and CONA are collectively referred to as the "Banks."
We also offer products outside of the United States of America ("U.S.")
principally through Capital One (Europe) plc ("COEP"), an indirect subsidiary of
COBNA organized and located in the United Kingdom ("U.K."), and through a branch
of COBNA in Canada. COEP has authority, among other things, to provide credit
card loans. Our branch of COBNA in Canada also has the authority to provide
credit card loans.
Our principal operations are organized for management reporting purposes into
three major business segments, which are defined primarily based on the products
and services provided or the types of customer served: Credit Card, Consumer
Banking and Commercial Banking. We provide details on our business segments, the
integration of recent acquisitions, if any, into our business segments and the
allocation methodologies and accounting policies used to derive our business
segment results in "Note 17-Business Segments and Revenue from Contracts with
Customers."
Basis of Presentation and Use of Estimates
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the U.S. ("U.S.
GAAP"). The preparation of the consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and in the related
disclosures. These estimates are based on information available as of the date
of the consolidated financial statements. While management makes its best
judgments, actual amounts or results could differ from these estimates. Certain
prior period amounts have been reclassified to conform to the current period
presentation.
Principles of Consolidation
The consolidated financial statements include the accounts of Capital One
Financial Corporation and all other entities in which we have a controlling
financial interest. We determine whether we have a controlling financial
interest in an entity by first evaluating whether the entity is a voting
interest entity ("VOE") or a variable interest entity ("VIE"). All significant
intercompany account balances and transactions have been eliminated.
Voting Interest Entities
VOEs are entities that have sufficient equity and provide the equity investors
voting rights that give them the power to make significant decisions relating to
the entity's operations. Since a controlling financial interest in an entity is
typically obtained through ownership of a majority voting interest, we
consolidate our majority-owned subsidiaries and other voting interest entities
in which we hold, directly or indirectly, more than 50% of the voting rights or
where we exercise control through other contractual rights.
Investments in which we do not hold a controlling financial interest but have
significant influence over the entity's financial and operating decisions
(generally defined as owning a voting interest of 20% to 50%) are accounted for
under the equity method. If we own less than 20% of a voting interest entity, we
measure equity investments at fair value with changes in fair value recorded


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

through net income, except those that do not have a readily determinable fair
value (for which a measurement alternative is applied). We report equity
investments in other assets on our consolidated balance sheets and include our
share of income or loss and dividends from those investments in other
non-interest income in our consolidated statements of income.
Variable Interest Entities
VIEs are entities that, by design, either (i) lack sufficient equity to permit
the entity to finance its activities without additional subordinated financial
support from other parties; or (ii) have equity investors that do not have the
ability to make significant decisions relating to the entity's operations
through voting rights, or do not have the obligation to absorb the expected
losses, or do not have the right to receive the residual returns of the entity.
The entity that is deemed the primary beneficiary of a VIE is required to
consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE
if that entity has both (i) the power to direct the activities of the VIE that
most significantly impact the VIE's economic performance; and (ii) the
obligation to absorb losses or the right to receive benefits that could
potentially be significant to the VIE.
In determining whether we are the primary beneficiary of a VIE, we consider both
qualitative and quantitative factors regarding the nature, size and form of our
involvement with the VIE, such as our role in establishing the VIE and our
ongoing rights and responsibilities; our economic interests, including debt and
equity investments, servicing fees and other arrangements deemed to be variable
interests in the VIE; the design of the VIE, including the capitalization
structure, subordination of interests, payment priority, relative share of
interests held across various classes within the VIE's capital structure and the
reasons why the interests are held by us.
We perform on-going reassessments to evaluate whether changes in an entity's
capital structure or changes in the nature of our involvement with the entity
result in a change to the VIE designation or a change to our consolidation
conclusion. See "Note 5-Variable Interest Entities and Securitizations" for
further details.
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks, interest-bearing
deposits and other short-term investments, all of which, if applicable, have
stated maturities of three months or less when acquired.
Securities Resale and Repurchase Agreements
Securities purchased under resale agreements and securities loaned or sold under
agreements to repurchase, principally U.S. government and agency obligations,
are not accounted for as sales but as collateralized financing transactions and
recorded at the amounts at which the securities were acquired or sold, plus
accrued interest. We continually monitor the market value of these securities
and deliver additional collateral to or obtain additional collateral from
counterparties, as appropriate. See "Note 8-Deposits and Borrowings" for further
details.
Investment Securities
Our investment portfolio consists primarily of the following: U.S. Treasury
securities; U.S. government-sponsored enterprise or agency ("Agency") and
non-agency residential mortgage-backed securities ("RMBS"); Agency commercial
mortgage-backed securities ("CMBS"); and other securities. The accounting and
measurement framework for our investment securities differs depending on the
security classification. We classify securities as available for sale or held to
maturity based on our investment strategy and management's assessment of our
intent and ability to hold the securities until maturity. Securities that we may
sell prior to maturity in response to changes in our investment strategy,
liquidity needs, interest rate risk profile or for other reasons are classified
as available for sale. Securities that we have the intent and ability to hold
until maturity are classified as held to maturity.
We report securities available for sale on our consolidated balance sheets at
fair value with unrealized gains or losses recorded, net of tax, as a component
of accumulated other comprehensive income ("AOCI"). We report securities held to
maturity on our consolidated balance sheets at carrying value, which generally
equals amortized cost. Amortized cost reflects historical cost adjusted for
amortization of premiums, accretion of discounts and any previously recorded
impairments. Investment securities transferred into the held to maturity
category from the available for sale category are recorded at fair value at the
date of transfer. Any unrealized gains or losses at the transfer date are
thereafter included in AOCI. Such unrealized gains or losses are accreted over
the remaining life of the security and are expected to offset the amortization
of the related premium or discount created upon the investment securities
transfer into the held to maturity category, with no expected impact on future
net income.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unamortized premiums, discounts and other basis adjustments are recognized in
interest income over the contractual lives of the securities using the effective
interest method. We record purchases and sales of investment securities on a
trade date basis. Realized gains or losses from the sale of debt securities are
computed using the first in first out method of identification, and are included
in non-interest income in our consolidated statements of income. If we intend to
sell an available for sale security in an unrealized loss position or it is more
likely than not that we will be required to sell the security prior to recovery
of its amortized cost basis, the entire difference between the amortized cost
basis of the security and its fair value is recognized in our consolidated
statements of income.
We regularly evaluate our securities whose fair values have declined below
amortized cost to assess whether the decline in fair value represents an other
than temporary impairment ("OTTI"). We discuss our assessment and accounting for
OTTI in "Note 2-Investment Securities." We discuss the techniques we use in
determining the fair value of our investment securities in "Note 16-Fair Value
Measurement."
Our investment portfolio also includes certain acquired debt securities that
were deemed to be credit impaired at the acquisition date, and therefore are
accounted for in accordance with accounting guidance for purchased
credit-impaired ("PCI") loans and debt securities. These securities are recorded
at fair value at the acquisition date using the estimated cash flows we expect
to collect discounted by the prevailing market interest rate. The difference
between the contractually required payments due and the undiscounted cash flows
we expect to collect at acquisition, considering the impact of prepayments, is
referred to as the nonaccretable difference. The nonaccretable difference
reflects estimated future credit losses expected to be incurred over the life of
the security, and is recorded as a discount to the related debt security on our
consolidated balance sheet. The excess of the undiscounted cash flows expected
to be collected over the estimated fair value of credit-impaired debt securities
at acquisition is referred to as the accretable yield, which is accreted into
interest income using an effective yield method over the remaining life of the
security. Further decreases in expected cash flows attributable to credit result
in the recognition of OTTI. Significant increases in expected cash flows are
recognized prospectively over the remaining life of the security as an
adjustment to the accretable yield. See the "Loans Acquired" section of this
Note for further discussion of accounting guidance for PCI loans and debt
securities.
Loans
Our loan portfolio consists of loans held for investment, including loans
underlying our consolidated securitization trusts, and loans held for sale, and
is divided into three portfolio segments: credit card, consumer banking and
commercial banking loans. Credit card loans consist of domestic and
international credit card loans. Consumer banking loans consist of auto and
retail banking loans. Commercial banking loans consist of commercial and
multifamily real estate as well as commercial and industrial loans.
Loan Classification
Upon origination or purchase, we classify loans as held for investment or held
for sale based on our investment strategy and management's intent and ability
with regard to the loans, which may change over time. The accounting and
measurement framework for loans differs depending on the loan classification,
whether we elect the fair value option, whether the loans are originated or
purchased and whether purchased loans are considered credit-impaired at the date
of acquisition. The presentation within the consolidated statements of cash
flows is based on management's intent at acquisition or origination. Cash flows
related to loans held for investment are included in cash flows from investing
activities on our consolidated statements of cash flows. Cash flows related to
loans held for sale are included in cash flows from operating activities on our
consolidated statements of cash flows.
Loans Held for Investment
Loans that we have the ability and intent to hold for the foreseeable future and
loans associated with consolidated securitization transactions are classified as
held for investment. Loans classified as held for investment, except PCI loans
described below, are reported at their amortized cost, which is the outstanding
principal balance, adjusted for any unearned income, unamortized deferred fees
and costs, unamortized premiums and discounts and charge-offs. Credit card loans
also include billed finance charges and fees, net of the estimated uncollectible
amount.
Interest income is recognized on performing loans held for investment on an
accrual basis. We defer loan origination fees and direct loan origination costs
on originated loans, premiums and discounts on purchased loans and loan
commitment fees. We recognize these amounts in interest income as yield
adjustments over the life of the loan and/or commitment period using the
effective interest method. For credit card loans, loan origination fees and
direct loan origination costs are amortized on a straight-


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

line basis over a 12-month period. Loans held for investment are subject to our
allowance for loan and lease losses methodology described below under "Allowance
for Loan and Lease Losses."
Loans Held for Sale
Loans purchased or originated with the intent to sell or for which we do not
have the ability and intent to hold for the foreseeable future are classified as
held for sale. Multifamily commercial real estate loans originated with the
intent to sell to government-sponsored enterprises are accounted for under the
fair value option. We elect the fair value option on these loans as part of our
management of interest rate risk with corresponding forward sale commitments.
Loan origination fees and direct loan origination costs are recognized as
incurred and are reported in other non-interest income in the consolidated
statements of income. Interest income is calculated based on the loan's stated
rate of interest and is reported in interest income in the consolidated
statements of income. Fair value adjustments are recorded in other non-interest
income in the consolidated statements of income.
All other loans classified as held for sale are recorded at the lower of cost or
fair value. Loan origination fees, direct loan origination costs and any
discounts and premiums are deferred until the loan is sold and are then
recognized as part of the total gain or loss on sale. The fair value of these
loans is determined on an aggregate portfolio basis for each loan type. Fair
value adjustments are recorded in other non-interest income in the consolidated
statements of income.
If a loan is transferred from held for investment to held for sale, then on the
transfer date, any decline in fair value related to credit is recorded as a
charge-off. Subsequent to transfer, we report write-downs or recoveries in fair
value up to the carrying value at the date of transfer and realized gains or
losses on loans held for sale in our consolidated statements of income as a
component of other non-interest income.
We calculate the gain or loss on loan sales as the difference between the
proceeds received and the carrying value of the loans sold, net of the fair
value of any residual interests retained.
Loans Acquired
All purchased loans, including loans transferred in a business combination, are
initially recorded at fair value, which includes consideration of expected
future losses, as of the date of the acquisition. To determine the fair value of
loans at acquisition, we estimate discounted contractual cash flows due using an
observable market rate of interest, when available, adjusted for factors that a
market participant would consider in determining fair value. In determining fair
value, contractual cash flows are adjusted to include prepayment estimates based
upon trends in default rates and loss severities. The difference between the
fair value and the contractual cash flows is recorded as a loan discount or
premium at acquisition. Subsequent to acquisition, the loans are classified and
accounted for as either held for investment or held for sale based on
management's ability and intent with regard to the loans. Loans held for
investment are subject to our allowance for loan and lease losses methodology
described below under "Allowance for Loan and Lease Losses." We account for
purchased loans under the accounting guidance for purchased credit-impaired
loans and debt securities, which is based upon expected cash flows, if the
purchased loans have a discount attributable, at least in part, to credit
deterioration and they are not specifically scoped out of the guidance. We refer
to these purchased loans that are subsequently accounted for based on expected
cash flows to be collected as "PCI loans." Other purchased loans that do not
meet the criteria described above or are specifically scoped out of this
guidance are accounted for based on contractual cash flows.
Loans Acquired and Accounted for Based on Expected Cash Flows
For PCI loans, the excess of cash flows expected to be collected over the
estimated fair value of purchased loans is referred to as the accretable yield.
This amount is not recorded on our consolidated balance sheets, but is accreted
into interest income over the life of the loan, or pool of loans, using the
effective interest method. The difference between total contractual payments on
the loans and all expected cash flows represents the nonaccretable difference or
the amount of principal and interest not considered collectible. We may
aggregate loans acquired in the same fiscal quarter into one or more pools if
the loans have common risk characteristics. A pool is then accounted for as a
single asset, with a single composite interest rate and an aggregate fair value
and expected cash flows.
Subsequent to acquisition, changes in the estimated cash flows expected to be
collected may result in changes in the accretable yield and nonaccretable
difference or reclassifications from the nonaccretable difference to the
accretable yield. Decreases in


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expected cash flows resulting from credit deterioration subsequent to
acquisition will generally result in an impairment charge recognized in our
provision for credit losses and an increase in the allowance for loan and lease
losses. Significant increases in the cash flows expected to be collected would
first reduce any previously recorded allowance for loan and lease losses. The
excess over the recorded allowance for loan and lease losses would result in a
reclassification to the accretable yield from the nonaccretable difference and
an increase in interest income recognized over the remaining life of the loan or
pool of loans. Disposals of loans in the form of sales to third parties, receipt
of payment in full or in part by the borrower, and foreclosure of the
collateral, result in removal of the loan from the PCI loans portfolio. See
"Note 3-Loans" for additional information.
Loan Modifications and Restructurings
As part of our loss mitigation efforts, we may provide modifications to a
borrower experiencing financial difficulty to improve the long-term
collectability of the loan and to avoid the need for foreclosure or repossession
of collateral, if any. A loan modification in which a concession is granted to a
borrower experiencing financial difficulty is accounted for and reported as a
troubled debt restructuring ("TDR"). Our loan modifications typically include an
extension of the loan term, a reduction in the interest rate, a reduction in the
loan balance, or a combination of these concessions. We describe our accounting
for and measurement of impairment on TDR loans below under "Impaired Loans." See
"Note 3-Loans" for additional information on our loan modifications and
restructurings.
Delinquent and Nonperforming Loans
The entire balance of a loan is considered contractually delinquent if the
minimum required payment is not received by the first statement cycle date equal
to or following the due date specified on the customer's billing statement.
Delinquency is reported on loans that are 30 or more days past due. Interest and
fees continue to accrue on past due loans until the date the loan is placed on
nonaccrual status, if applicable. We generally place loans on nonaccrual status
when we believe the collectability of interest and principal is not reasonably
assured.
Nonperforming loans generally include loans that have been placed on nonaccrual
status. We do not report loans classified as held for sale as nonperforming.
Our policies for classifying loans as nonperforming, by loan category, are as
follows:
•    Credit card loans: As permitted by regulatory guidance issued by the Federal
     Financial Institutions Examination Council ("FFIEC"), our policy is
     generally to exempt credit card loans from being classified as
     nonperforming, as these loans are generally charged off in the period the

account becomes 180 days past due. Consistent with industry conventions, we

generally continue to accrue interest and fees on delinquent credit card

loans until the loans are charged-off.

• Consumer banking loans: We classify consumer banking loans as nonperforming

when we determine that the collectability of all interest and principal on

the loan is not reasonably assured, generally when the loan becomes 90 days

past due.

• Commercial banking loans: We classify commercial banking loans as

nonperforming as of the date we determine that the collectability of all

interest and principal on the loan is not reasonably assured.

• Modified loans and troubled debt restructurings: Modified loans, including

TDRs, that are current at the time of the restructuring remain on accrual

status if there is demonstrated performance prior to the restructuring and

continued performance under the modified terms is expected. Otherwise, the

modified loan is classified as nonperforming.

• PCI loans: PCI loans are not classified as delinquent or nonperforming.




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


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Impaired Loans
A loan is considered impaired when, based on current information and events, it
is probable that we will be unable to collect all amounts due from the borrower
in accordance with the original contractual terms of the loan. Generally, we
report loans as impaired based on the method for measuring impairment in
accordance with applicable accounting guidance. Loans held for sale are not
reported as impaired, as these loans are recorded at either fair value (if we
elect the fair value option) or at the lower of cost or fair value. Impaired
loans also exclude PCI loans, as these loans are accounted for based on expected
cash flows at acquisition because this accounting methodology takes into
consideration future credit losses.
Loans defined as individually impaired, based on applicable accounting guidance,
include larger-balance nonperforming loans and TDR loans. Loans modified in a
TDR continue to be reported as impaired until maturity. Our policies for
identifying loans as individually impaired, by loan category, are as follows:
•    Credit card loans: Credit card loans that have been modified in a troubled
     debt restructuring are identified and accounted for as individually
     impaired.

• Consumer banking loans: Consumer loans that have been modified in a troubled


     debt restructuring are identified and accounted for as individually
     impaired.

• Commercial banking loans: Commercial loans classified as nonperforming and

commercial loans that have been modified in a troubled debt restructuring

are reported as individually impaired.




The majority of individually impaired loans are evaluated for an asset-specific
allowance. We generally measure impairment and the related asset-specific
allowance for individually impaired loans based on the difference between the
recorded investment of the loan and the present value of the expected future
cash flows, discounted at the original effective interest rate of the loan at
the time of modification. If the loan is collateral dependent, we measure
impairment based upon the fair value of the underlying collateral, which we
determine based on the current fair value of the collateral less estimated
selling costs. Loans are identified as collateral dependent if we believe the
collateral will be the primary source of repayment.
Charge-Offs
We charge off loans as a reduction to the allowance for loan and lease losses
when we determine the loan is uncollectible and we record subsequent recoveries
of previously charged off amounts as an increase to the allowance for loan and
lease losses. We exclude accrued and unpaid finance charges and fees and certain
fraud losses from charge-offs. Costs to recover charged-off loans are recorded
as collection expense and included in our consolidated statements of income as a
component of other non-interest expense as incurred. Our charge-off time frames
by loan type are presented below.
•    Credit card loans: We generally charge off credit card loans in the period

the account becomes 180 days past due. We charge off delinquent credit card

loans for which revolving privileges have been revoked as part of loan

workouts when the account becomes 120 days past due. Credit card loans in

bankruptcy are generally charged-off by the end of the month following 30


     days after the receipt of a complete bankruptcy notification from the
     bankruptcy court. Credit card loans of deceased account holders are
     generally charged off 5 days after receipt of notification.

• Consumer banking loans: We generally charge off consumer banking loans at

the earlier of the date when the account is a specified number of days past

due or upon repossession of the underlying collateral. Our charge-off period

for auto loans is 120 days past due. Small business banking loans generally

charge off at 120 days past due based on the date unpaid principal loan

amounts are deemed uncollectible. Auto loans that have not been previously

charged off where the borrower has filed for bankruptcy and the loan has not

been reaffirmed charge off in the period that the loan is 60 days from the

bankruptcy notification date, regardless of delinquency status. Auto loans

that have not been previously charged off and have been discharged under

Chapter 7 bankruptcy are charged off at the end of the month in which the

bankruptcy discharge occurs. Remaining consumer loans generally are charged

off within 40 days of receipt of notification from the bankruptcy court.

Consumer loans of deceased account holders are charged off by the end of the

month following 60 days of receipt of notification.

• Commercial banking loans: We charge off commercial loans in the period we


     determine that the unpaid principal loan amounts are uncollectible.




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• PCI loans: We do not record charge-offs on PCI loans that are meeting or

exceeding our performance expectations as of the date of acquisition, as the

fair values of these loans already reflect a discount for expected future

credit losses. We record charge-offs on PCI loans only if actual losses

exceed estimated credit losses incorporated into the fair value recorded at

acquisition.




Allowance for Loan and Lease Losses
We maintain an allowance for loan and lease losses ("allowance") that represents
management's best estimate of incurred loan and lease losses inherent in our
loans held for investment portfolio as of each balance sheet date. The provision
for credit losses reflects credit losses we believe have been incurred and will
eventually be recognized over time in our charge-offs. Charge-offs of
uncollectible amounts are deducted from the allowance and subsequent recoveries
are added back.
Management performs a quarterly analysis of our loan portfolio to determine if
impairment has occurred and to assess the adequacy of the allowance based on
historical and current trends as well as other factors affecting credit losses.
We apply documented systematic methodologies to separately calculate the
allowance for our credit card, consumer banking and commercial banking loan
portfolios. Our allowance for loan and lease losses consists of three components
that are allocated to cover the estimated probable losses in each loan portfolio
based on the results of our detailed review and loan impairment assessment
process: (i) a component for loans collectively evaluated for impairment; (ii)
an asset-specific component for individually impaired loans; and (iii) a
component related to PCI loans that have experienced significant decreases in
expected cash flows subsequent to acquisition. Each of our allowance components
is supplemented by an amount that represents management's qualitative judgment
of the imprecision and risks inherent in the processes and assumptions used in
establishing the allowance. Management's judgment involves an assessment of
subjective factors, such as process risk, modeling assumption and adjustment
risks, and probable internal and external events that will likely impact losses.
Our credit card and consumer banking loan portfolios consist of smaller-balance,
homogeneous loans. The consumer banking loan portfolio is divided into two
primary portfolio segments: auto loans and retail banking loans. The credit card
and consumer banking loan portfolios are further divided by our business units
into groups based on common risk characteristics, such as origination year,
contract type, interest rate, credit bureau score and geography, which are
collectively evaluated for impairment. The commercial banking loan portfolio is
primarily composed of larger-balance, non-homogeneous loans. These loans are
subject to individual reviews that result in internal risk ratings. In assessing
the risk rating of a particular loan, among the factors we consider are the
financial condition of the borrower, geography, collateral performance,
historical loss experience and industry-specific information that management
believes is relevant in determining the occurrence of a loss event and measuring
impairment. These factors are based on an evaluation of historical and current
information, and involve subjective assessment and interpretation. Emphasizing
one factor over another or considering additional factors could impact the risk
rating assigned to that loan.
The component of the allowance related to credit card and consumer banking loans
that we collectively evaluate for impairment is based on a statistical
calculation, which is supplemented by management judgment as described above.
Because of the homogeneous nature of our consumer banking loan portfolios, the
allowance is based on the aggregated portfolio segment evaluations. The
allowance is established through a process that begins with estimates of
incurred losses in each pool based upon various statistical analyses. Loss
forecast models are utilized to estimate probable losses incurred and consider
several portfolio indicators including, but not limited to, historical loss
experience, account seasoning, the value of collateral underlying secured loans,
estimated foreclosures or defaults based on observable trends, delinquencies,
bankruptcy filings, unemployment, credit bureau scores and general economic and
business trends. Management believes these factors are relevant in estimating
probable losses incurred and also considers an evaluation of overall portfolio
credit quality based on indicators such as changes in our credit evaluation,
underwriting and collection management policies, the effect of other external
factors such as competition and legal and regulatory requirements, general
economic conditions and business trends, and uncertainties in forecasting and
modeling techniques used in estimating our allowance. We update our credit card
and consumer banking loss forecast models and portfolio indicators on a
quarterly basis to incorporate information reflective of the current economic
environment.
The component of the allowance for commercial banking loans that we collectively
evaluate for impairment is based on our historical loss experience for loans
with similar risk characteristics and consideration of the current credit
quality of the portfolio, which is supplemented by management judgment as
described above. We apply internal risk ratings to commercial banking loans,
which we use to assess credit quality and derive a total loss estimate based on
an estimated probability of default ("default rate") and loss given default
("loss severity"). Management may also apply judgment to adjust the loss factors
derived, taking into consideration both quantitative and qualitative factors,
including general economic conditions, industry-specific and geographic


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trends, portfolio concentrations, trends in internal credit quality indicators,
and current and past underwriting standards that have occurred but are not yet
reflected in the historical data underlying our loss estimates.
The asset-specific component of the allowance covers smaller-balance homogeneous
credit card and consumer banking loans whose terms have been modified in a TDR
and larger-balance nonperforming, non-homogeneous commercial banking loans. As
discussed above under "Impaired Loans," we generally measure the asset-specific
component of the allowance based on the difference between the recorded
investment of individually impaired loans and the present value of expected
future cash flows. The asset-specific component of the allowance for
smaller-balance impaired loans is calculated on a pool basis using historical
loss experience for the respective class of assets. The asset-specific component
of the allowance for larger-balance impaired loans is individually calculated
for each loan. Key considerations in determining the allowance include the
borrower's overall financial condition, resources and payment history, prospects
for support from financially responsible guarantors, and when applicable, the
estimated realizable value of any collateral.
Applicable accounting guidance prohibits the carry over or creation of valuation
allowances in the initial accounting for impaired loans acquired. See
"Note 3-Loans" for information on loan portfolios associated with acquisitions.
In addition to the allowance, we also estimate probable losses related to
contractually binding unfunded lending commitments. The provision for unfunded
lending commitments is included in the provision for credit losses in our
consolidated statements of income and the related reserve is included in other
liabilities on our consolidated balance sheets. Unfunded lending commitments are
subject to individual reviews and are analyzed and segregated by risk according
to our internal risk rating scale, which we use to assess credit quality and
derive a total loss estimate. We assess these risk classifications, taking into
consideration both quantitative and qualitative factors, including historical
loss experience, utilization assumptions, current economic conditions,
performance trends within specific portfolio segments and other pertinent
information to estimate the reserve for unfunded lending commitments.
Determining the appropriateness of the allowance and the reserve for unfunded
lending commitments is complex and requires judgment by management about the
effect of matters that are inherently uncertain. Subsequent evaluations of the
loan portfolio, in light of the factors then prevailing, may result in
significant changes in the allowance and the reserve for unfunded lending
commitments in future periods. See "Note 4-Allowance for Loan and Lease Losses
and Reserve for Unfunded Lending Commitments" for additional information.
Securitization of Loans
Our loan securitization activities primarily involve the securitization of
credit card and auto loans, which provides a source of funding for us. See
"Note 5-Variable Interest Entities and Securitizations" for additional details.
Loan securitization involves the transfer of a pool of loan receivables from our
portfolio to a trust. The trust then sells an undivided interest in the pool of
loan receivables to third-party investors through the issuance of debt
securities and transfers the proceeds from the debt issuance to us as
consideration for the loan receivables transferred. The debt securities are
collateralized by the loan receivables transferred from our portfolio. We remove
loans from our consolidated balance sheets when securitizations qualify as sales
to non-consolidated VIEs, recognize assets retained and liabilities assumed at
fair value and record a gain or loss on the transferred loans. Alternatively,
when the transfer does not qualify as a sale but instead is considered a secured
borrowing, the assets will remain on our consolidated balance sheets with an
offsetting liability recognized for the amount of proceeds received.


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Premises, Equipment and Leases
Premises and Equipment
Premises and equipment, including leasehold improvements, are carried at cost
less accumulated depreciation and amortization. Land is carried at cost. We
capitalize direct costs incurred during the application development stage of
internally developed software projects. Depreciation and amortization expenses
are calculated using the straight-line method over the estimated useful lives of
the assets. Useful lives for premises and equipment are estimated as follows:
Premises and Equipment                                          Useful Lives
Buildings and improvements                                       5-39 years
Furniture and equipment                                          3-10 years
Computer software                                                 3 years
Leasehold improvements                                      Lesser of the useful
                                                           life or the remaining
                                                                 lease term



Expenditures for maintenance and repairs are expensed as incurred and gains or
losses upon disposition are recognized in our consolidated statements of income
as realized. See "Note 7-Premises, Equipment and Leases" for additional
information.
Leases
Lease classification is determined at inception for all lease transactions with
an initial term greater than one year. Operating leases are included as
right-of-use ("ROU") assets within other assets, and operating lease liabilities
are classified as other liabilities on our consolidated balance sheets. Finance
leases are included in premises and equipment, and other borrowings on our
consolidated balance sheets. Our operating lease expense is included in
occupancy and equipment within non-interest expense in our consolidated
statements of income. Lease expense for minimum lease payments are recognized on
a straight-line basis over the lease term. See "Note 7-Premises, Equipment and
Leases" for additional information.
Goodwill and Intangible Assets
Goodwill represents the excess of the acquisition price of an acquired business
over the fair value of assets acquired and liabilities assumed and is assigned
to one or more reporting units at the date of acquisition. A reporting unit is
defined as an operating segment, or a business unit that is one level below an
operating segment. We have four reporting units: Credit Card, Auto, Other
Consumer Banking and Commercial Banking. Goodwill is not amortized but is tested
for impairment at the reporting unit level annually or more frequently if
adverse circumstances indicate that it is more likely than not that the carrying
amount of a reporting unit exceeds its fair value. These indicators could
include a sustained, significant decline in the Company's stock price, a decline
in expected future cash flows, significant disposition activity, a significant
adverse change in the economic or business environment, and the testing for
recoverability of a significant asset group, among others.
Intangible assets with finite useful lives are amortized on either an
accelerated or straight-line basis over their estimated useful lives and are
evaluated for impairment whenever events or changes in circumstances indicate
the carrying amount of the assets may not be recoverable. See "Note 6-Goodwill
and Intangible Assets" for additional information.
Mortgage Servicing Rights
Mortgage servicing rights ("MSRs") are initially recorded at fair value when
mortgage loans are sold or securitized in the secondary market and the right to
service these loans is retained for a fee. Commercial MSRs are subsequently
accounted for under the amortization method. We evaluate for impairment as of
each reporting date and recognize any impairment in other non-interest income.
See "Note 6-Goodwill and Intangible Assets" for additional information.
Foreclosed Property and Repossessed Assets
Foreclosed property and repossessed assets obtained through our lending
activities typically include commercial real estate or personal property, such
as automobiles, and are recorded at net realizable value. For foreclosed
property and repossessed assets, we generally reclassify the loan to repossessed
assets upon repossession of the property in satisfaction of the loan. Net
realizable


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value is the estimated fair value of the underlying collateral less estimated
selling costs and is based on appraisals, when available. Subsequent to initial
recognition, foreclosed property and repossessed assets are recorded at the
lower of our initial cost basis or net realizable value, which is routinely
monitored and updated. Any changes in net realizable value and gains or losses
realized from disposition of the property are recorded in other non-interest
expense. See "Note 16-Fair Value Measurement" for details.
Restricted Equity Investments
We have investments in Federal Home Loan Banks ("FHLB") stock and in the Board
of Governors of the Federal Reserve System ("Federal Reserve") stock. These
investments, which are included in other assets on our consolidated balance
sheets, are not marketable, are carried at cost, and if there is any indicator
of impairment are reviewed for impairment.
Litigation
In accordance with the current accounting standards for loss contingencies, we
establish reserves for litigation-related matters, including mortgage
representation and warranty related matters, that arise from the ordinary course
of our business activities when it is probable that a loss associated with a
claim or proceeding has been incurred and the amount of the loss can be
reasonably estimated. Professional service fees, including lawyers' and experts'
fees, expected to be incurred in connection with a loss contingency are expensed
as services are provided. See "Note 18-Commitments, Contingencies, Guarantees
and Others" for additional information.
Customer Rewards Reserve
We offer products, primarily credit cards, which include programs that allow
members to earn rewards based on account activity that can be redeemed for cash
(primarily in the form of statement credits), gift cards, travel, or covering
eligible charges. The amount of reward that a customer earns varies based on the
terms and conditions of the rewards program and product. When rewards are earned
by a customer, rewards expense is generally recorded as an offset to interchange
income, with a corresponding increase to the customer rewards reserve. The
customer rewards reserve is computed based on the estimated future cost of
earned rewards that are expected to be redeemed and is reduced as rewards are
redeemed. In estimating the customer rewards reserve, we consider historical
redemption and spending behavior, as well as the terms and conditions of the
current rewards programs, among other factors. We expect the vast majority of
all rewards earned will eventually be redeemed. The customer rewards reserve,
which is included in other liabilities on our consolidated balance sheets,
totaled $4.7 billion and $4.3 billion as of December 31, 2019 and 2018,
respectively.
Revenue Recognition
Interest Income and Fees
Interest income and fees on loans and investment securities are recognized based
on the contractual provisions of the underlying arrangements.
Loan origination fees and costs and premiums and discounts on loans held for
investment are deferred and generally amortized into interest income as yield
adjustments over the contractual life and/or commitment period using the
effective interest method. Costs deferred include direct origination costs such
as bounties paid to third parties for new accounts and incentives paid to our
network of auto dealers for loan referrals. In certain circumstances, we elect
to factor prepayment estimates into the calculation of the constant effective
yield necessary to apply the interest method. Prepayment estimates are based on
historical prepayment data, existing and forecasted interest rates, and economic
data. For credit card loans, loan origination fees and direct loan origination
costs are amortized on a straight-line basis over a 12-month period.
Unamortized premiums, discounts and other basis adjustments on investment
securities are recognized in interest income over the contractual lives of the
securities using the effective interest method.
Finance charges and fees on credit card loans are recorded in revenue when
earned. Billed finance charges and fees on credit card loans are included in
loan receivables net of amounts that we consider uncollectible. Unbilled finance
charges and fees on credit card loans are included in interest receivable on our
consolidated balance sheets. Annual membership fees are classified as service
charges and other customer-related fees on our consolidated statements of income
and are deferred and amortized into income over 12 months on a straight-line
basis. We continue to accrue finance charges and fees on credit card loans until
the account is


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charged-off. Our methodology for estimating the uncollectible portion of billed
finance charges and fees is consistent with the methodology we use to estimate
the allowance for incurred principal losses on our credit card loan receivables.
Interchange Income
Interchange income represents fees for standing ready to authorize and providing
settlement on credit and debit card transactions processed through the
MasterCard® ("MasterCard") and Visa® ("Visa") interchange networks. The levels
and structure of interchange rates are set by MasterCard and Visa and can vary
based on cardholder purchase volumes, among other factors. We recognize
interchange income upon settlement with the interchange networks. See
"Note 17-Business Segments and Revenue from Contracts with Customers" for
additional details.
Card Partnership Agreements
We have contractual agreements with certain retailers and other partners to
provide lending and other services to mutual customers. We primarily issue
private-label and cobrand credit card loans to these customers over the term of
the partnership agreements, which typically range from two years to ten years.
Certain partners assist in or perform marketing activities on our behalf and
promote our products and services to their customers. As compensation for
providing these services, we often pay royalties, bounties or other special
bonuses to these partners. Depending upon the nature of the payments, they are
recorded as a reduction of revenue, marketing expenses or other operating
expenses. Credit card partnership agreements may also provide for profit or
revenue sharing which are presented as a reduction of the related revenue line
item when owed to the partner.
When a partner agrees to share a portion of the credit losses associated with
the partnership, we must determine whether to report the sharing of losses on a
gross or net basis in our consolidated financial statements. We evaluate the
contractual provisions for the loss share payments and applicable accounting
guidance to determine how to present the impact of the partnership agreement in
our consolidated financial statements. Our consolidated net income is the same
regardless of how revenue and loss sharing arrangements are reported.
When loss sharing amounts due from partners are presented on a net basis, they
are recorded as a reduction to our provision for credit losses in our
consolidated statements of income and reduce the charge-off amounts that we
report. The allowance for loan and lease losses attributable to these portfolios
is also reduced by the expected reimbursements from these partners for loss
sharing amounts. See "Note 4-Allowance for Loan and Lease Losses and Reserve for
Unfunded Lending Commitments" for additional information related to our loss
sharing arrangements. For loss sharing arrangements presented on a gross basis,
any loss share payments due from the partner are recorded as a part of revenue,
and the allowance for loan and lease losses is not reduced by the expected loss
share reimbursements but rather, an indemnification asset is recorded.
Collaborative Arrangements
A collaborative arrangement is a contractual arrangement that involves a joint
operating activity between two or more parties that are active participants in
the activity. These parties are exposed to significant risks and rewards based
upon the economic success of the joint operating activity. We assess each of our
partnership agreements with profit, revenue or loss sharing payments to
determine if a collaborative arrangement exists and, if so, how revenue
generated from third parties, costs incurred and transactions between
participants in the collaborative arrangement should be accounted for and
reported on our consolidated financial statements. We currently have one
partnership agreement that meets the definition of a collaborative agreement.
We share a fixed percentage of revenues, consisting of finance charges and late
fees, with the partner, and the partner is required to reimburse us for a fixed
percentage of credit losses incurred. Revenues and losses related to the
partner's credit card program and partnership agreement are reported on a net
basis in our consolidated financial statements. Revenue sharing amounts
attributable to the partner are recorded as an offset against total net revenue
in our consolidated statements of income. Interest income was reduced by $1.0
billion, $1.3 billion and $1.2 billion in 2019, 2018 and 2017, respectively, for
amounts earned by the partner, as part of the partnership agreement. The impact
of all of our loss sharing arrangements that are presented on a net basis is
included in "Note 4-Allowance for Loan and Lease Losses and Reserve for Unfunded
Lending Commitments."


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Stock-Based Compensation
We are authorized to issue stock-based compensation to employees and directors
in various forms, primarily as restricted stock units, performance share units,
and stock options. In addition, we also issue cash equity units and cash-settled
restricted stock units which are not counted against the common shares reserved
for issuance or available for issuance because they are settled in cash.
For awards settled in shares, we generally recognize compensation expense on a
straight-line basis over the award's requisite service period based on the fair
value of the award at the grant date. If an award settled in shares contains a
performance condition with graded vesting, we recognize compensation expense
using the accelerated attribution method. Equity units and restricted stock
units that are cash-settled are accounted for as liability awards which results
in quarterly expense fluctuations based on changes in our stock price through
the date that the awards are settled. Awards that continue to vest after
retirement are expensed over the shorter of the time period between the grant
date and the final vesting period or between the grant date and when the
participant becomes retirement eligible. Awards to participants who are
retirement eligible at the grant date are subject to immediate expense
recognition. Stock-based compensation expense is included in salaries and
associate benefits in the consolidated statements of income.
Stock-based compensation expense for equity classified stock options is based on
the grant date fair value, which is estimated using a Black-Scholes option
pricing model. Significant judgment is required when determining the inputs into
the fair value model. For awards other than stock options, the fair value of
stock-based compensation used in determining compensation expense will generally
equal the fair market value of our common stock on the date of grant. Certain
share-settled awards have discretionary vesting conditions which result in the
remeasurement of these awards at fair value each reporting period and the
potential for compensation expense to fluctuate with changes in our stock price.
See "Note 13-Stock-Based Compensation Plans" for additional details.
Marketing Expenses
Marketing expense includes the cost of our various promotional efforts to
attract and retain customers such as advertising, promotional materials, and
certain customer incentives. We expense marketing costs as incurred.
Income Taxes
We recognize the current and deferred tax consequences of all transactions that
have been recognized in the financial statements using the provisions of the
enacted tax laws. Current income tax expense represents our estimated taxes to
be paid or refunded for the current period and includes income tax expense
related to our uncertain tax positions, as well as tax-related interest and
penalties. Deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. We record valuation
allowances to reduce deferred tax assets to the amount that is more likely than
not to be realized. We record the effect of remeasuring deferred tax assets and
liabilities due to a change in tax rates or laws as a component of income tax
expense related to continuing operations for the period in which the change is
enacted. We subsequently release income tax effects stranded in AOCI using a
portfolio approach. Income tax benefits are recognized when, based on their
technical merits, they are more likely than not to be sustained upon
examination. The amount recognized is the largest amount of benefit that is more
likely than not to be realized upon settlement. See "Note 15-Income Taxes" for
additional details.
Earnings Per Share
Earnings per share is calculated and reported under the "two-class" method. The
"two-class" method is an earnings allocation method under which earnings per
share is calculated for each class of common stock and participating security
considering both dividends declared or accumulated and participation rights in
undistributed earnings as if all such earnings had been distributed during the
period. We have unvested share-based payment awards which have a right to
receive nonforfeitable dividends. These share-based payment awards are deemed to
be participating securities.
We calculate basic earnings per share by dividing net income, after deducting
dividends on preferred stock and participating securities as well as
undistributed earnings allocated to participating securities, by the average
number of common shares outstanding during the period, net of any treasury
shares. We calculate diluted earnings per share in a similar manner after
consideration of the potential dilutive effect of common stock equivalents on
the average number of common shares outstanding during the period. Common stock
equivalents include warrants, stock options, restricted stock awards and units,
and performance


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

share awards and units. Common stock equivalents are calculated based upon the
treasury stock method using an average market price of common shares during the
period. Dilution is not considered when a net loss is reported. Common stock
equivalents that have an antidilutive effect are excluded from the computation
of diluted earnings per share. See "Note 12-Earnings Per Common Share" for
additional details.
Derivative Instruments and Hedging Activities
All derivative financial instruments, whether designated for hedge accounting or
not, are reported at their fair value on our consolidated balance sheets as
either assets or liabilities, with consideration of legally enforceable master
netting arrangements that allow us to net settle positive and negative positions
and offset cash collateral with the same counterparty. We report net derivatives
in a gain position, or derivative assets, on our consolidated balance sheets as
a component of other assets. We report net derivatives in a loss position, or
derivative liabilities, on our consolidated balance sheets as a component of
other liabilities. See "Note 9-Derivative Instruments and Hedging Activities"
for additional details.
Fair Value
Fair value, also referred to as an exit price, is defined as the price that
would be received for an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date. The fair value
accounting guidance provides a three-level fair value hierarchy for classifying
financial instruments. This hierarchy is based on whether the inputs to the
valuation techniques used to measure fair value are observable or unobservable.
Fair value measurement of a financial asset or liability is assigned to a level
based on the lowest level of any input that is significant to the fair value
measurement in its entirety. The three levels of the fair value hierarchy are
described below:
           Valuation is based on quoted prices (unadjusted) in active markets for
Level 1:   identical assets or liabilities.
Level 2:   Valuation is based on observable market-based inputs other than Level 1
           prices, such as quoted prices for similar assets or liabilities, quoted
           prices in markets that are not active, or other inputs that are
           observable or can be corroborated by observable market data for
           substantially the full term of the assets or liabilities.

Level 3: Valuation is generated from techniques that use significant assumptions


           not observable in the market. Valuation techniques include

pricing


           models, discounted cash flow methodologies or similar 

techniques.




The accounting guidance for fair value requires that we maximize the use of
observable inputs and minimize the use of unobservable inputs in determining
fair value. The accounting guidance also provides for the irrevocable option to
elect, on a contract-by-contract basis, to measure certain financial assets and
liabilities at fair value at inception of the contract and record any subsequent
changes to fair value in the consolidated statements of income. See
"Note 16-Fair Value Measurement" for additional information.
Accounting for Acquisitions
We account for business combinations under the acquisition method of accounting.
Under the acquisition method, tangible and intangible identifiable assets
acquired, liabilities assumed and any noncontrolling interest in the acquiree
are recorded at fair value as of the acquisition date, with limited exceptions.
Transaction costs and costs to restructure the acquired company are expensed as
incurred. Goodwill is recognized as the excess of the acquisition price over the
estimated fair value of the identifiable net assets acquired. Likewise, if the
fair value of the net assets acquired is greater than the acquisition price, a
bargain purchase gain is recognized and recorded in other non-interest income.
If the acquired set of activities and assets do not meet the accounting
definition of a business, the transaction is accounted for as an asset
acquisition. In an asset acquisition, the assets acquired are recorded at the
purchase price plus any transaction costs incurred and no goodwill is
recognized.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards Adopted During the Twelve Months Ended December 31, 2019
                                                            Adoption Timing and
        Standard                     Guidance               Financial Statements
                                                                  Impacts
Codification                Clarifies the measurement    We early adopted Topic 3
Improvements                of the hedged item in fair   of this guidance in the
Accounting Standards        value hedges of interest     fourth quarter of 2019 and
Update ("ASU") No.          rate risk in partial-term    applied the amendments
2019-04, Codification       fair value hedges and the    retrospectively as of
Improvements to Topic       treatment of the basis       January 1, 2018 (the date
326, Financial              adjustments.                 we initially applied ASU
Instruments-Credit                                       No. 2017-12).
Losses, Topic 815,                                       Our adoption of this
Derivatives and Hedging,                                 standard did not have a
and Topic 825, Financial                                 material impact on our
Instruments                                              consolidated financial
Topic 3: Codification                                    statements.
Improvements to Update
2017-12 and Other Hedging
Items
Issued April 2019
Premium Amortization on     Shortens the amortization    We adopted this guidance
Callable Debt               period from the              in the first quarter of
Accounting Standards        contractual life to the      2019 using the modified
Update No. 2017-08,         earliest call date for       retrospective method of
Receivables-Nonrefundable   certain purchased callable   adoption.
Fees and Other Costs        debt securities held at a    Our adoption of this
(Subtopic 310-20):          premium.                     standard did not have a
Premium Amortization on                                  material impact on our
Purchased Callable Debt                                  consolidated financial
Securities                                               statements.
Issued March 2017
Leases                      Requires lessees to          We adopted this guidance
ASU No. 2016-02, Leases     recognize right of use       in the first quarter of
(Topic 842)                 assets and lease             2019, using the modified
Issued February 2016        liabilities on their         retrospective method of
                            consolidated balance         adoption without restating
                            sheets and disclose key      prior periods.
                            information about all        We elected the practical
                            their leasing                expedients that permitted
                            arrangements, with certain   us to not reassess the
                            practical expedients.        lease classification of
                                                         existing leases, whether
                                                         existing contracts contain
                                                         a lease or the treatment
                                                         of initial direct costs on
                                                         existing leases.
                                                         Upon adoption, we recorded
                                                         a lease liability of $1.9
                                                         billion and right of use
                                                         asset of $1.6 billion,
                                                         which is net of other
                                                         lease-related balances.






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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2-INVESTMENT SECURITIES




Our investment securities portfolio consists primarily of the following: U.S.
Treasury securities; U.S. government-sponsored enterprise or agency ("Agency")
and non-agency residential mortgage-backed securities ("RMBS"); Agency
commercial mortgage-backed securities ("CMBS"); and other securities. Agency
securities include Government National Mortgage Association ("Ginnie Mae")
guaranteed securities, Federal National Mortgage Association ("Fannie Mae") and
Federal Home Loan Mortgage Corporation ("Freddie Mac") issued securities. The
carrying value of our investments in U.S. Treasury and Agency securities
represented 96% of our total investment securities portfolio as of both December
31, 2019 and 2018.
On December 31, 2019, we transferred our entire portfolio of held to maturity
securities to available for sale in consideration of changes to regulatory
capital requirements under the Tailoring Rules, which no longer required us to
include in regulatory capital certain elements of AOCI, including unrealized
gains and losses from available for sale securities. On the date of transfer,
these securities had a fair value of $33.2 billion, including pre-tax unrealized
gains of $1.2 billion.
The table below presents the amortized cost, gross unrealized gains and losses,
and fair value of securities available for sale as of December 31, 2019 and
2018.
Table 2.1: Investment Securities Available for Sale
                                                                       December 31, 2019
                                                                       Gross           Gross
                                                     Amortized       Unrealized      Unrealized       Fair
(Dollars in millions)                                  Cost            Gains           Losses        Value
Investment securities available for sale:
U.S. Treasury securities                           $     4,122     $          6     $       (4 )   $  4,124
RMBS:
Agency                                                  62,003            1,120           (284 )     62,839
Non-agency                                               1,235              266             (2 )      1,499
Total RMBS                                              63,238            1,386           (286 )     64,338
Agency CMBS                                              9,303              165            (42 )      9,426
Other securities(1)                                      1,321                4              0        1,325
Total investment securities available for sale     $    77,984     $      1,561     $     (332 )   $ 79,213


                                                                       December 31, 2018
                                                                       Gross           Gross
                                                     Amortized       Unrealized      Unrealized       Fair
(Dollars in millions)                                  Cost            Gains           Losses        Value
Investment securities available for sale:
U.S. Treasury securities                           $     6,146     $         15     $      (17 )   $  6,144
RMBS:
Agency                                                  32,710               62           (869 )     31,903
Non-agency                                               1,440              304             (2 )      1,742
Total RMBS                                              34,150              366           (871 )     33,645
Agency CMBS                                              4,806               11            (78 )      4,739
Other securities(1)                                      1,626                2             (6 )      1,622

Total investment securities available for sale $ 46,728 $ 394 $ (972 ) $ 46,150

__________

(1) Includes primarily supranational bonds, foreign government bonds and other


     asset-backed securities.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investment Securities in a Gross Unrealized Loss Position
The table below provides, by major security type, information about our
securities available for sale in a gross unrealized loss position and the length
of time that individual securities have been in a continuous unrealized loss
position as of December 31, 2019 and 2018.
Table 2.2: Securities in a Gross Unrealized Loss Position
                                                                             December 31, 2019
                                          Less than 12 Months                 12 Months or Longer                      Total
                                                           Gross                               Gross                           Gross
                                                         Unrealized                          Unrealized                      Unrealized
(Dollars in millions)                  Fair Value          Losses          Fair Value          Losses        Fair Value        Losses
Investment securities available
for sale:
U.S. Treasury securities           $      2,647         $       (4 )   $          0         $        0     $      2,647     $       (4 )
RMBS:
Agency                                   10,494                (92 )         10,567               (192 )         21,061           (284 )
Non-agency                                   35                 (1 )             16                 (1 )             51             (2 )
Total RMBS                               10,529                (93 )         10,583               (193 )         21,112           (286 )
Agency CMBS                               2,580                (23 )          1,563                (19 )          4,143            (42 )
Other securities                            126                  0              106                  0              232              0
Total investment securities
available for sale in a gross      $     15,882         $     (120 )   $     12,252         $     (212 )   $     28,134     $     (332 )
unrealized loss position


                                                                             December 31, 2018
                                          Less than 12 Months                 12 Months or Longer                      Total
                                                           Gross                               Gross                           Gross
                                                         Unrealized                          Unrealized                      Unrealized
(Dollars in millions)                  Fair Value          Losses          Fair Value          Losses        Fair Value        Losses
Investment securities available
for sale:
U.S. Treasury securities           $      2,543         $       (3 )   $      1,076         $      (14 )   $      3,619     $      (17 )
RMBS:
Agency                                    7,863               (260 )         18,118               (609 )         25,981           (869 )
Non-agency                                   89                 (2 )             10                  0               99             (2 )
Total RMBS                                7,952               (262 )         18,128               (609 )         26,080           (871 )
Agency CMBS                               2,004                (31 )          1,540                (47 )          3,544            (78 )
Other securities                            244                 (1 )            678                 (5 )            922             (6 )
Total investment securities
available for sale in a gross      $     12,743         $     (297 )   $     21,422         $     (675 )   $     34,165     $     (972 )
unrealized loss position


As of December 31, 2019, the amortized cost of approximately 900 securities available for sale exceeded their fair value by $332 million, of which $212 million related to securities that had been in a loss position for 12 months or longer.

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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturities and Yields of Investment Securities
The table below summarizes, by major security type, the contractual maturities
and weighted-average yields of our investment securities as of December 31,
2019. Because borrowers may have the right to call or prepay certain
obligations, the expected maturities of our securities are likely to differ from
the scheduled contractual maturities presented below. The weighted-average yield
below represents the effective yield for the investment securities and is
calculated based on the amortized cost of each security.
Table 2.3: Contractual Maturities and Weighted-Average Yields of Securities
                                                                    December 31, 2019
                                                       Due > 1 Year     Due > 5 Years
                                       Due in            through           through
(Dollars in millions)              1 Year or Less        5 Years          10 Years        Due > 10 Years       Total
Fair value of securities
available for sale:
U.S. Treasury securities          $           0       $      1,476     $       2,648     $            0     $   4,124
RMBS(1):
Agency                                        0                 36               891             61,912        62,839
Non-agency                                    0                  0                 0              1,499         1,499
Total RMBS                                    0                 36               891             63,411        64,338
Agency CMBS(1)                                2              1,753             3,574              4,097         9,426
Other securities                            501                557               267                  0         1,325
Total securities available for
sale                              $         503       $      3,822     $       7,380     $       67,508     $  79,213
Amortized cost of securities
available for sale                $         503       $      3,816     $       7,334     $       66,331     $  77,984
Weighted-average yield for                 1.43 %             2.37 %            2.60 %             3.06 %        2.97 %

securities available for sale

__________

(1) As of December 31, 2019, the weighted-average expected maturities of RMBS

and Agency CMBS is 5.4 years for each portfolio.




Other-Than-Temporary Impairment
We evaluate all securities in an unrealized loss position at least quarterly,
and more often as market conditions require, to assess whether the impairment is
other-than-temporary. Our OTTI assessment is based on a discounted cash flow
analysis which requires careful use of judgments and assumptions. A number of
qualitative and quantitative criteria may be considered in our assessment, as
applicable, including the size and the nature of the portfolio; historical and
projected performance such as prepayment, default and loss severity for the RMBS
portfolio; recent credit events specific to the issuer and/or industry to which
the issuer belongs; the payment structure of the security; external credit
ratings of the issuer and any failure or delay of the issuer to make scheduled
interest or principal payments; the value of underlying collateral; our intent
and ability to hold the security; and current and projected market and
macro-economic conditions.
If we intend to sell a security in an unrealized loss position or it is more
likely than not that we will be required to sell the security prior to recovery
of its amortized cost basis, the entire difference between the amortized cost
basis of the security and its fair value is recognized in earnings. As of
December 31, 2019, we had sold all securities previously designated with the
intent to sell, and did not intend to sell, nor believe that we will be required
to sell, any other security in an unrealized loss position prior to the recovery
of its amortized cost basis.
For those securities that we do not intend to sell nor expect to be required to
sell, an analysis is performed to determine if any of the impairment is due to
credit-related factors or whether it is due to other factors, such as interest
rates. Credit-related impairment is recognized in earnings, with the remaining
unrealized non-credit-related impairment recorded in AOCI. We determine the
credit component based on the difference between the security's amortized cost
basis and the present value of its expected cash flows, discounted at the
security's effective yield.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Realized Gains and Losses on Securities and OTTI Recognized in Earnings
The following table presents the gross realized gains or losses and proceeds
from the sale of securities available for sale for the years ended December 31,
2019, 2018 and 2017. We did not sell any investment securities that were
classified as held to maturity.
Table 2.4: Realized Gains and Losses on Securities and OTTI Recognized in
Earnings
                                         Year Ended December 31,
(Dollars in millions)                 2019        2018        2017
Realized gains (losses):
Gross realized gains                $    44     $    13     $   144
Gross realized losses                   (18 )       (21 )       (74 )
Net realized gains (losses)              26          (8 )        70
OTTI recognized in earnings:
Credit-related OTTI                       0          (1 )        (2 )
Intent-to-sell OTTI                       0        (200 )        (3 )

Total OTTI recognized in earnings 0 (201 ) (5 ) Net securities gains (losses) $ 26 $ (209 ) $ 65 Total proceeds from sales

           $ 4,780     $ 6,399     $ 8,181


The cumulative credit loss component of the OTTI losses that have been
recognized in our consolidated statements of income related to the securities
that we do not intend to sell was $134 million and $140 million as of
December 31, 2019 and 2018, respectively.
Securities Pledged and Received
We pledged investment securities totaling $14.0 billion and $16.3 billion as of
December 31, 2019 and 2018, respectively. These securities are primarily pledged
to secure FHLB advances and Public Funds deposits, as well as for other purposes
as required or permitted by law. We accepted pledges of securities with a fair
value of approximately $1 million as of both December 31, 2019 and 2018, related
to our derivative transactions.
Purchased Credit-Impaired Debt Securities
The table below presents the outstanding balance and carrying value of the
purchased credit-impaired debt securities as of December 31, 2019 and 2018.
Table 2.5: Outstanding Balance and Carrying Value of Purchased Credit-Impaired
Debt Securities
(Dollars in millions)    December 31, 2019      December 31, 2018
Outstanding balance     $             1,501    $             1,784
Carrying value                        1,347                  1,537




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in Accretable Yield of Purchased Credit-Impaired Debt Securities
The following table presents changes in the accretable yield related to the
purchased credit-impaired debt securities for the years ended December 31, 2019,
2018 and 2017.
Table 2.6: Changes in the Accretable Yield of Purchased Credit-Impaired Debt
Securities
                                                                 Year Ended December 31,
(Dollars in millions)                                         2019          2018        2017
Accretable yield, beginning of period                      $    698       $   826     $ 1,173
Accretion recognized in earnings                               (166 )        (153 )      (182 )
Reduction due to payoffs, disposals, transfers and other         (7 )          (3 )      (157 )
Net reclassifications (to) from nonaccretable difference         19            28          (8 )
Accretable yield, end of period                            $    544       $   698     $   826









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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3-LOANS



Our loan portfolio consists of loans held for investment, including loans held
in our consolidated trusts, and loans held for sale. We further divide our loans
held for investment into three portfolio segments: credit card, consumer banking
and commercial banking. Credit card loans consist of domestic and international
credit card loans. Consumer banking loans consist of auto and retail banking
loans. Commercial banking loans consist of commercial and multifamily real
estate as well as commercial and industrial loans. We sold all of our consumer
home loan portfolio and the related servicing during 2018. The information
presented in this section excludes loans held for sale, which are carried at
either fair value (if we elect the fair value option) or at the lower of cost or
fair value.
We monitor delinquency trends to assess our exposure to credit risk in our loan
portfolio. The table below presents the composition and an aging analysis of our
loans held for investment as of December 31, 2019 and 2018. The delinquency
aging includes all past due loans, both performing and nonperforming.
Table 3.1: Loan Portfolio Composition and Aging Analysis
                                                               December 31, 2019
                                                                                 Total
                                           30-59       60-89       > 90       Delinquent        PCI         Total
(Dollars in millions)        Current       Days        Days        Days          Loans         Loans        Loans
Credit Card:
Domestic credit card       $ 113,857     $ 1,341     $ 1,038     $ 2,277     $     4,656     $    93     $ 118,606
International card             9,277         133          84         136             353           0         9,630
businesses
Total credit card            123,134       1,474       1,122       2,413           5,009          93       128,236
Consumer Banking:
Auto                          55,778       2,828       1,361         395           4,584           0        60,362
Retail banking                 2,658          24           8          11              43           2         2,703

Total consumer banking 58,436 2,852 1,369 406

        4,627           2        63,065
Commercial Banking:
Commercial and                30,157          43          20           4              67          21        30,245
multifamily real estate
Commercial and                44,009          75          26         143             244          10        44,263
industrial
Total commercial banking      74,166         118          46         147             311          31        74,508
Total loans(1)             $ 255,736     $ 4,444     $ 2,537     $ 2,966     $     9,947     $   126     $ 265,809
% of Total loans                96.2 %       1.6 %       1.0 %       1.1 %           3.7 %       0.1 %       100.0 %



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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                              December 31, 2018
                                                                                 Total
                                           30-59       60-89       > 90       Delinquent       PCI         Total
(Dollars in millions)        Current       Days        Days        Days          Loans        Loans        Loans
Credit Card:
Domestic credit card       $ 103,014     $ 1,270     $   954     $ 2,111     $     4,335     $    1     $ 107,350
International card
businesses                     8,678         127          78         128             333          0         9,011
Total credit card            111,692       1,397       1,032       2,239           4,668          1       116,361
Consumer Banking:
Auto                          52,032       2,624       1,326         359           4,309          0        56,341
Retail banking                 2,809          23           8          20              51          4         2,864
Total consumer banking        54,841       2,647       1,334         379           4,360          4        59,205
Commercial Banking:
Commercial and
multifamily real estate       28,737         101          20          19             140         22        28,899
Commercial and
industrial                    40,704         135          43         101             279        108        41,091
Total commercial lending      69,441         236          63         120             419        130        69,990
Small-ticket commercial
real estate                      336           2           1           4               7          0           343

Total commercial banking 69,777 238 64 124


         426        130        70,333
Total loans(1)             $ 236,310     $ 4,282     $ 2,430     $ 2,742     $     9,454     $  135     $ 245,899
% of Total loans                96.1 %       1.7 %       1.0 %       1.1 %           3.8 %      0.1 %       100.0 %


__________

(1) Loans, other than PCI loans, include unamortized premiums and discounts, and

unamortized deferred fees and costs totaling $1.1 billion and $818 million

as of December 31, 2019 and 2018, respectively.




The following table presents the outstanding balance of loans 90 days or more
past due that continue to accrue interest and loans classified as nonperforming
as of December 31, 2019 and 2018. Nonperforming loans generally include loans
that have been placed on nonaccrual status. PCI loans are excluded from the
table below. See "Note 1-Summary of Significant Accounting Policies" for
additional information on our policies for nonperforming loans and accounting
for PCI loans.
Table 3.2: 90+ Day Delinquent Loans Accruing Interest and Nonperforming Loans
                                                   December 31, 2019                       December 31, 2018
                                           > 90 Days and       Nonperforming       > 90 Days and       Nonperforming
(Dollars in millions)                         Accruing             Loans              Accruing             Loans
Credit Card:
Domestic credit card                     $       2,277                 N/A       $       2,111                 N/A
International card businesses                      130        $         25                 122        $         22
Total credit card                                2,407                  25               2,233                  22
Consumer Banking:
Auto                                                 0                 487                   0                 449
Retail banking                                       0                  23                   0                  30
Total consumer banking                               0                 510                   0                 479
Commercial Banking:
Commercial and multifamily real estate               0                  38                   0                  83
Commercial and industrial                            0                 410                   0                 223
Total commercial lending                             0                 448                   0                 306
Small-ticket commercial real estate                  0                   0                   0                   6
Total commercial banking                             0                 448                   0                 312
Total                                    $       2,407        $        983       $       2,233        $        813
% of Total loans held for investment               0.9 %               0.4 %               0.9 %               0.3 %




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Quality Indicators
We closely monitor economic conditions and loan performance trends to assess and
manage our exposure to credit risk. We discuss these risks and our credit
quality indicator for each portfolio segment below.
Credit Card
Our credit card loan portfolio is highly diversified across millions of accounts
and numerous geographies without significant individual exposure. We therefore
generally manage credit risk based on portfolios with common risk
characteristics. The risk in our credit card loan portfolio correlates to broad
economic trends, such as unemployment rates and home values, as well as
consumers' financial condition, all of which can have a material effect on
credit performance. The key indicator we assess in monitoring the credit quality
and risk of our credit card loan portfolio is delinquency trends, including an
analysis of loan migration between delinquency categories over time. Table 3.1
details delinquency trends for our loan portfolios as of December 31, 2019 and
2018.
Consumer Banking
Our consumer banking loan portfolio consists of auto and retail banking loans.
Similar to our credit card loan portfolio, the risk in our consumer banking loan
portfolio correlates to broad economic trends, such as unemployment rates, gross
domestic product and home values, as well as consumers' financial condition, all
of which can have a material effect on credit performance. The key indicator we
monitor when assessing the credit quality and risk of our auto loan portfolio is
borrower credit scores as they measure the creditworthiness of borrowers.
Delinquency trends are the key indicator we assess in monitoring the credit
quality and risk of our retail banking loan portfolio. Table 3.1 details
delinquency trends for our loan portfolios as of December 31, 2019 and 2018.
The table below provides details on the credit scores of our auto loan portfolio
as of December 31, 2019 and 2018.
Table 3.3: Auto Loan Credit Score Distribution - At Origination FICO Scores(1)
                         December 31,      December 31,

(Dollars in millions)        2019              2018
Greater than 660        $       28,773    $       27,913
621 - 660                       11,924            10,729
620 or below                    19,665            17,699
Total                   $       60,362    $       56,341


__________

(1) Amounts represent period-end loans held for investment in each credit score

category. Auto credit scores generally represent average FICO scores

obtained from three credit bureaus at the time of application and are not

refreshed thereafter. Balances for which no credit score is available or the

credit score is invalid are included in the 620 or below category.




Commercial Banking
We evaluate the credit risk of commercial banking loans using a risk rating
system. We assign internal risk ratings to loans based on relevant information
about the ability of the borrowers to repay their debt. In determining the risk
rating of a particular loan, some of the factors considered are the borrower's
current financial condition, historical and projected future credit performance,
prospects for support from financially responsible guarantors, the estimated
realizable value of any collateral and current economic trends. The scale based
on our internal risk rating system is as follows:
•    Noncriticized: Loans that have not been designated as criticized, frequently

referred to as "pass" loans.

• Criticized performing: Loans in which the financial condition of the obligor

is stressed, affecting earnings, cash flows or collateral values. The

borrower currently has adequate capacity to meet near-term obligations;


     however, the stress, left unabated, may result in deterioration of the
     repayment prospects at some future date.


•    Criticized nonperforming: Loans that are not adequately protected by the
     current net worth and paying capacity of the obligor or the collateral
     pledged, if any. Loans classified as criticized nonperforming have a
     well-defined weakness, or




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weaknesses, which jeopardize the full repayment of the debt. These loans are
characterized by the distinct possibility that we will sustain a credit loss if
the deficiencies are not corrected and are generally placed on nonaccrual
status.
We use our internal risk rating system for regulatory reporting, determining the
frequency of credit exposure reviews, and evaluating and determining the
allowance for loan and lease losses for commercial loans. Generally, loans that
are designated as criticized performing and criticized nonperforming are
reviewed quarterly by management to determine if they are appropriately
classified/rated and whether any impairment exists. Noncriticized loans are also
generally reviewed, at least annually, to determine the appropriate risk rating.
In addition, we evaluate the risk rating during the renewal process of any loan
or if a loan becomes past due.
The following table presents the internal risk ratings of our commercial banking
loan portfolio as of December 31, 2019 and 2018.
Table 3.4: Commercial Banking Risk Profile by Internal Risk Rating
                                                       December 31, 2019
                      Commercial
                          and                        Commercial                      Total
(Dollars in           Multifamily        % of           and            % of        Commercial        % of
millions)             Real Estate       Total        Industrial       Total         Banking         Total
Internal risk
rating:(1)
Noncriticized       $      29,625         97.9 %   $     42,223         95.4 %   $     71,848         96.5 %
Criticized
performing                    561          1.9            1,620          3.7            2,181          2.9
Criticized
nonperforming                  38          0.1              410          0.9              448          0.6
PCI loans                      21          0.1               10          0.0               31          0.0
Total               $      30,245        100.0 %   $     44,263        100.0 %   $     74,508        100.0 %


                                                                        December 31, 2018
                             Commercial
                                 and                     Commercial                Small-Ticket                   Total
                             Multifamily      % of          and          %

of Commercial % of Commercial % of (Dollars in millions) Real Estate Total Industrial Total Real Estate Total Banking Total Internal risk rating:(1) Noncriticized

              $      28,239      97.7 %   $     39,468      

96.1 % $ 336 98.0 % $ 68,043 96.8 % Criticized performing

                555       1.9            1,292       3.1                 1       0.3            1,848       2.6
Criticized nonperforming              83       0.3              223       0.5                 6       1.7              312       0.4
PCI loans                             22       0.1              108       0.3                 0       0.0              130       0.2
Total                      $      28,899     100.0 %   $     41,091     100.0 %   $         343     100.0 %   $     70,333     100.0 %


__________

(1) Criticized exposures correspond to the "Special Mention," "Substandard" and

"Doubtful" asset categories defined by bank regulatory authorities.




Impaired Loans
The following table presents information on our impaired loans as of
December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and
2017. Impaired loans include loans modified in troubled debt restructurings
("TDRs"), all nonperforming commercial loans and nonperforming home loans with a
specific impairment. Impaired loans without an allowance generally represent
loans that have been charged down to the fair value of the underlying collateral
for which we believe no additional losses have been incurred, or where the fair
value of the underlying collateral meets or exceeds the loan's amortized cost.
PCI loans are excluded from the following table.


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Table 3.5: Impaired Loans
                                                                          December 31, 2019
                                                      Without          Total                             Net            Unpaid
                                      With an           an            Recorded         Related         Recorded        Principal
(Dollars in millions)                Allowance       Allowance       Investment       Allowance       Investment        Balance
Credit Card:
Domestic credit card               $       630     $         0     $        630     $       122     $        508     $       620
International card businesses              201               0              201              88              113             195
Total credit card(1)                       831               0              831             210              621             815
Consumer Banking:
Auto                                       305              41              346              24              322             454
Retail banking                              39               3               42               4               38              46
Total consumer banking                     344              44              388              28              360             500
Commercial Banking:
Commercial and multifamily real             33              34               67               1               66              70
estate
Commercial and industrial                  481             125              606             115              491             800
Total commercial banking                   514             159              673             116              557             870
Total                              $     1,689     $       203     $      1,892     $       354     $      1,538     $     2,185


                                                                          December 31, 2018
                                                      Without          Total                             Net            Unpaid
                                      With an           an            Recorded         Related         Recorded        Principal
(Dollars in millions)                Allowance       Allowance       Investment       Allowance       Investment        Balance
Credit Card:
Domestic credit card               $       666     $         0     $        666     $       186     $        480     $       654
International card businesses              189               0              189              91               98             183
Total credit card(1)                       855               0              855             277              578             837
Consumer Banking:
Auto(2)                                    301              38              339              22              317             420
Retail banking                              42              12               54               5               49              60
Total consumer banking                     343              50              393              27              366             480
Commercial Banking:
Commercial and multifamily real             92              28              120               5              115             121
estate
Commercial and industrial                  301             169              470              29              441             593
Total commercial lending                   393             197              590              34              556             714
Small-ticket commercial real                 0               6                6               0                6               9
estate
Total commercial banking                   393             203              596              34              562             723
Total                              $     1,591     $       253     $      1,844     $       338     $      1,506     $     2,040




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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                               Year Ended December 31,
                                                      2019                              2018                              2017
                                            Average          Interest         Average          Interest         Average          Interest
                                            Recorded          Income          Recorded          Income          Recorded          Income
(Dollars in millions)                      Investment       Recognized       Investment       Recognized       Investment       Recognized
Credit Card:
Domestic credit card                     $        643     $         57     $        655     $         63     $        602     $         63
International card businesses                     194               14              184               12              154               11
Total credit card(1)                              837               71              839               75              756               74
Consumer Banking:
Auto(2)                                           339               39              397               45              495               53
Home loan                                           0                0               91                1              299                5
Retail banking                                     51                1               59                2               59                1
Total consumer banking                            390               40              547               48              853               59
Commercial Banking:
Commercial and multifamily real estate             88                1               93                2              134                4
Commercial and industrial                         571               14              621               20            1,118               18
Total commercial lending                          659               15              714               22            1,252               22
Small-ticket commercial real estate                 4                0                5                0                7                0
Total commercial banking                          663               15              719               22            1,259               22
Total                                    $      1,890     $        126     $      2,105     $        145     $      2,868     $        155


__________

(1) The period-end and average recorded investments of credit card loans include


     finance charges and fees.


(2)  2018 and 2017 amounts include certain TDRs that were recorded as other
     assets on our consolidated balance sheets.


Troubled Debt Restructurings
Total recorded TDRs were $1.7 billion and $1.6 billion as of December 31, 2019
and 2018, respectively. TDRs classified as performing in our credit card and
consumer banking loan portfolios totaled $1.1 billion and $1.2 billion as of
December 31, 2019 and 2018, respectively. TDRs classified as performing in our
commercial banking loan portfolio totaled $224 million and $282 million as of
December 31, 2019 and 2018, respectively. Commitments to lend additional funds
on loans modified in TDRs totaled $178 million and $256 million as of
December 31, 2019 and 2018, respectively.
Loans Modified in TDRs
As part of our loan modification programs to borrowers experiencing financial
difficulty, we may provide multiple concessions to minimize our economic loss
and improve long-term loan performance and collectability. The following tables
present the major modification types, recorded investment amounts and financial
effects of loans modified in TDRs during the years ended December 31, 2019, 2018
and 2017.


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Table 3.6: Troubled Debt Restructurings


                                                                                  Year Ended December 31, 2019
                                                     Reduced Interest Rate             Term Extension                 Balance Reduction
                                                                                                   Average
                                                      % of          Average           % of          Term           % of              Gross
                                  Total Loans         TDR             Rate            TDR         Extension        TDR              Balance

(Dollars in millions)             Modified(1)     Activity(2)      Reduction      Activity(2)     (Months)     Activity(2)         Reduction
Credit Card:
Domestic credit card            $         351           100 %          16.60 %           0 %              0          0 %         $          0
International card businesses             173           100            27.28             0                0          0                      0
Total credit card                         524           100            20.12             0                0          0                      0
Consumer Banking:
Auto                                      268            39             3.63            90                7          1                      1
Retail banking                              7            11            10.66            54                3         33                      0
Total consumer banking                    275            38             3.68            89                7          2                      1
Commercial Banking:
Commercial and multifamily                 39            87             0.00            13                1          0                      0
real estate
Commercial and industrial                 159             3             0.33            20                8          0                      0
Total commercial lending                  198            19             0.04            18                7          0                      0
Small-ticket commercial real                1             0             0.00             0                0          0                      0
estate
Total commercial banking                  199            19             0.04            18                7          0                      0
Total                           $         998            67            16.37            28                7          0           $          1


                                                                                    Year Ended December 31, 2018
                                                     Reduced Interest Rate             Term Extension                   Balance Reduction
                                                                                                   Average
                                                     % of           Average           % of          Term           % of                 Gross
                                 Total Loans          TDR             Rate            TDR         Extension        TDR                 Balance

(Dollars in millions)            Modified(1)      Activity(2)      Reduction      Activity(2)     (Months)     Activity(2)            Reduction
Credit Card:
Domestic credit card           $         412           100 %           15.93 %           0 %              0         0 %           $             0
International card                       184           100             26.96             0                0         0                           0
businesses
Total credit card                        596           100             19.34             0                0         0                           0
Consumer Banking:
Auto(3)                                  227            49              3.88            89                8         1                           1
Home loan                                  6            28              1.78            83              214         0                           0
Retail banking                             8            16             10.92            43               12         0                           0
Total consumer banking                   241            48              3.93            87               13         1                           1
Commercial Banking:
Commercial and multifamily                43             0              0.00            80                5         0                           0
real estate
Commercial and industrial                170             0              1.03            54               13         0                           0
Total commercial lending                 213             0              1.03            60               11         0                           0
Small-ticket commercial real               3             0              0.00             0                0         0                           0
estate
Total commercial banking                 216             0              1.03            59               11         0                           0
Total                          $       1,053            68             16.84            32               12         0             $             1





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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                    Year Ended December 31, 2017
                                                     Reduced Interest Rate             Term Extension                   Balance Reduction
                                                                                                   Average
                                                     % of           Average           % of          Term           % of                 Gross
                                 Total Loans          TDR             Rate            TDR         Extension        TDR                 Balance

(Dollars in millions)            Modified(1)      Activity(2)      Reduction      Activity(2)     (Months)     Activity(2)            Reduction
Credit Card:
Domestic credit card           $         406           100 %           14.50 %           0 %              0         0 %           $             0
International card                       169           100             26.51             0                0         0                           0
businesses
Total credit card                        575           100             18.02             0                0         0                           0
Consumer Banking:
Auto(3)                                  324            44              3.82            95                6         2                           7
Home loan                                 19            48              2.77            78              233         2                           0
Retail banking                            13            22              5.77            73               10         0                           0
Total consumer banking                   356            44              3.79            93               16         2                           7
Commercial Banking:
Commercial and multifamily                29             7              0.02            26                5         0                           0
real estate
Commercial and industrial                557            19              0.80            59               17         0                           0
Total commercial lending                 586            18              0.79            57               16         0                           0
Small-ticket commercial real               3             0              0.00             4                0         0                           0
estate
Total commercial banking                 589            18              0.79            57               16         0                           0
Total                          $       1,520            55             13.19            44               16         0             $             7


__________

(1) Represents the recorded investment of total loans modified in TDRs at the

end of the period in which they were modified. As not every modification

type is included in the table above, the total percentage of TDR activity


     may not add up to 100%. Some loans may receive more than one type of
     concession as part of the modification.

(2) Due to multiple concessions granted to some troubled borrowers, percentages

may total more than 100% for certain loan types.

(3) Includes certain TDRs that are recorded as other assets on our consolidated

balance sheets.




Subsequent Defaults of Completed TDR Modifications
The following table presents the type, number and recorded investment of loans
modified in TDRs that experienced a default during the period and had completed
a modification event in the twelve months prior to the default. A default occurs
if the loan is either 90 days or more delinquent, has been charged off as of the
end of the period presented or has been reclassified from accrual to nonaccrual
status.


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Table 3.7: TDRs-Subsequent Defaults


                                                                    Year Ended December 31,
                                                   2019                       2018                       2017
                                          Number of                  Number of                  Number of

(Dollars in millions)                     Contracts      Amount      Contracts      Amount      Contracts      Amount
Credit Card:
Domestic credit card                        47,086     $     99        61,070     $    126        55,121     $    111
International card businesses               69,470          110        61,014          106        51,641           93
Total credit card                          116,556          209       122,084          232       106,762          204
Consumer Banking:
Auto                                         5,575           70         6,980           79         9,446          109
Home loan                                        0            0             3            1            28            7
Retail banking                                  24            2            26            2            41            4
Total consumer banking                       5,599           72         7,009           82         9,515          120
Commercial Banking:
Commercial and multifamily real estate           0            0             1            3             0            0
Commercial and industrial                        1           25            26          120           244          269
Total commercial lending                         1           25            27          123           244          269
Small-ticket commercial real estate              0            0             0            0             2            1
Total commercial banking                         1           25            27          123           246          270
Total                                      122,156     $    306       129,120     $    437       116,523     $    594



Loans Pledged
We pledged loan collateral of $14.6 billion and $15.8 billion to secure the
majority of our FHLB borrowing capacity of $18.7 billion and $19.3 billion as of
December 31, 2019 and 2018, respectively. We also pledged loan collateral of
$6.7 billion and $9.2 billion to secure our Federal Reserve Discount Window
borrowing capacity of $5.3 billion and $7.6 billion as of December 31, 2019 and
2018, respectively. In addition to loans pledged, we securitized a portion of
our credit card and auto loans. See "Note 5-Variable Interest Entities and
Securitizations" for additional information.
Finance Charge and Fee Reserve
We continue to accrue finance charges and fees on credit card loans until the
account is charged off. Our methodology for estimating the uncollectible portion
of billed finance charges and fees is consistent with the methodology we use to
estimate the allowance for incurred principal losses on our credit card loan
receivables. Total net revenue was reduced by $1.4 billion, $1.3 billion and
$1.4 billion in 2019, 2018 and 2017, respectively, for the estimated
uncollectible amount of billed finance charges and fees, and related losses. The
finance charge and fee reserve, which is recorded as a contra asset on our
consolidated balance sheets, totaled $462 million and $468 million as of
December 31, 2019 and 2018, respectively.
Loans Held for Sale
Our total loans held for sale was $400 million and $1.2 billion as of December
31, 2019 and 2018, respectively. We originated for sale $9.0 billion and $8.7
billion of commercial multifamily real estate loans in 2019 and 2018,
respectively, and $8.4 billion of conforming residential mortgage loans and
commercial multifamily real estate loans in 2017. We retained servicing on all
of multifamily real estate loans.






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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4-ALLOWANCE FOR LOAN AND LEASE LOSSES AND RESERVE FOR UNFUNDED LENDING COMMITMENTS




Our allowance for loan and lease losses represents management's best estimate of
incurred loan and lease losses inherent in our loans held for investment as of
each balance sheet date. In addition to the allowance for loan and lease losses,
we also estimate probable losses related to contractually binding unfunded
lending commitments. The provision for losses on unfunded lending commitments is
included in the provision for credit losses in our consolidated statements of
income and the related reserve for unfunded lending commitments is included in
other liabilities on our consolidated balance sheets. See "Note 1-Summary of
Significant Accounting Policies" for further discussion of our methodology and
policy for determining our allowance for loan and lease losses for each of our
loan portfolio segments, as well as information on our reserve for unfunded
lending commitments.
Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments
Activity
The table below summarizes changes in the allowance for loan and lease losses
and reserve for unfunded lending commitments by portfolio segment for the years
ended December 31, 2019, 2018 and 2017.
Table 4.1: Allowance for Loan and Lease Losses and Reserve for Unfunded Lending
Commitments Activity
                                         Credit      Consumer      Commercial
(Dollars in millions)                     Card        Banking       Banking         Other(1)        Total
Allowance for loan and lease losses:
Balance as of December 31, 2016        $  4,606     $   1,102     $     793      $        2       $  6,503
Charge-offs                              (6,321 )      (1,677 )        (481 )           (34 )       (8,513 )
Recoveries(2)                             1,267           639            16              29          1,951
Net charge-offs                          (5,054 )      (1,038 )        (465 )            (5 )       (6,562 )
Provision for loan and lease losses       6,066         1,180           313               4          7,563
Allowance build (release) for loan        1,012           142          (152 )            (1 )        1,001
and lease losses
Other changes(3)                             30            (2 )         (30 )             0             (2 )
Balance as of December 31, 2017           5,648         1,242           611               1          7,502
Reserve for unfunded lending
commitments:
Balance as of December 31, 2016               0             7           129               0            136
Benefit for losses on unfunded                0             0           (12 )             0            (12 )
lending commitments
Balance as of December 31, 2017               0             7           117               0            124

Combined allowance and reserve as of $ 5,648 $ 1,249 $ 728

      $        1       $  7,626
December 31, 2017
Allowance for loan and lease losses:
Balance as of December 31, 2017        $  5,648     $   1,242     $     611      $        1       $  7,502
Charge-offs                              (6,657 )      (1,832 )        (119 )            (7 )       (8,615 )
Recoveries(2)                             1,588           851            63               1          2,503
Net charge-offs                          (5,069 )        (981 )         (56 )            (6 )       (6,112 )
Provision (benefit) for loan and          4,984           841            82             (49 )        5,858
lease losses
Allowance build (release) for loan          (85 )        (140 )          26             (55 )         (254 )
and lease losses
Other changes(1)(3)                         (28 )         (54 )           0              54            (28 )
Balance as of December 31, 2018           5,535         1,048           637               0          7,220
Reserve for unfunded lending
commitments:
Balance as of December 31, 2017               0             7           117               0            124
Provision (benefit) for losses on             0            (3 )           1               0             (2 )
unfunded lending commitments
Balance as of December 31, 2018               0             4           118               0            122

Combined allowance and reserve as of $ 5,535 $ 1,052 $ 755


     $        0       $  7,342
December 31, 2018




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                                                 Credit      Consumer     

Commercial


(Dollars in millions)                             Card        Banking       Banking        Total
Allowance for loan and lease losses:
Balance as of December 31, 2018                $  5,535     $   1,048     $     637      $  7,220
Charge-offs                                      (6,711 )      (1,917 )        (181 )      (8,809 )
Recoveries(2)                                     1,562           970            25         2,557
Net charge-offs                                  (5,149 )        (947 )        (156 )      (6,252 )
Provision for loan and lease losses               4,992           937           294         6,223
Allowance build (release) for loan and lease       (157 )         (10 )         138           (29 )

losses


Other changes(3)                                     17             0             0            17
Balance as of December 31, 2019                   5,395         1,038           775         7,208
Reserve for unfunded lending commitments:
Balance as of December 31, 2018                       0             4           118           122
Provision for losses on unfunded lending              0             1            12            13

commitments


Balance as of December 31, 2019                       0             5           130           135
Combined allowance and reserve as of           $  5,395     $   1,043     $     905      $  7,343
December 31, 2019


__________

(1) In 2018, we sold all of our consumer home loan portfolio and recognized a

gain of approximately $499 million in the Other category, including a

benefit for credit losses of $46 million.

(2) The amount and timing of recoveries is impacted by our collection

strategies, which are based on customer behavior and risk profile and

include direct customer communications, repossession of collateral, the

periodic sale of charged-off loans as well as additional strategies, such as

litigation.

(3) Represents foreign currency translation adjustments and the net impact of

loan transfers and sales where applicable.




Components of Allowance for Loan and Lease Losses by Impairment Methodology
The table below presents the components of our allowance for loan and lease
losses by portfolio segment and impairment methodology as of December 31, 2019
and 2018. See "Note 1-Summary of Significant Accounting Policies" for further
discussion of allowance methodologies for each of the loan portfolios.
Table 4.2: Components of Allowance for Loan and Lease Losses by Impairment
Methodology
                                                                December 31, 2019
                                               Credit        Consumer      Commercial
(Dollars in millions)                           Card         Banking         Banking         Total
Allowance for loan and lease losses:
Collectively evaluated                      $    5,185     $    1,010     $       659     $    6,854
Asset-specific                                     210             28             116            354

Total allowance for loan and lease losses $ 5,395 $ 1,038 $


      775     $    7,208
Loans held for investment:
Collectively evaluated                      $  127,312     $   62,675     $    73,804     $  263,791
Asset-specific                                     831            388             673          1,892
PCI loans                                           93              2              31            126
Total loans held for investment             $  128,236     $   63,065     $    74,508     $  265,809
Allowance coverage ratio(1)                       4.21 %         1.65 %          1.04 %         2.71 %




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                                                                December 31, 2018
                                               Credit        Consumer      Commercial
(Dollars in millions)                           Card         Banking         Banking         Total
Allowance for loan and lease losses:
Collectively evaluated                      $    5,258     $    1,021     $       603     $    6,882
Asset-specific                                     277             27              34            338

Total allowance for loan and lease losses $ 5,535 $ 1,048 $


      637     $    7,220
Loans held for investment:
Collectively evaluated                      $  115,505     $   58,808     $    69,607     $  243,920
Asset-specific                                     855            393             596          1,844
PCI loans                                            1              4             130            135
Total loans held for investment             $  116,361     $   59,205     $    70,333     $  245,899
Allowance coverage ratio(1)                       4.76 %         1.77 %          0.91 %         2.94 %


__________

(1) Allowance coverage ratio is calculated by dividing the period-end allowance

for loan and lease losses by period-end loans held for investment within the

specified loan category.




Credit Card Partnership Loss Sharing Arrangements
We have certain credit card partnership agreements that are presented within our
consolidated financial statements on a net basis, in which our partner agrees to
share a portion of the credit losses on the underlying loan portfolio. The
expected reimbursements from these partners, which are netted against our
allowance for loan and lease losses, result in reductions to net charge-offs and
provision for credit losses. See "Note 1-Summary of Significant Accounting
Policies" for further discussion of our credit card partnership agreements.
The table below summarizes the changes in the estimated reimbursements from
these partners for the years ended December 31, 2019, 2018 and 2017. The 2019
amounts below include the impacts of our loss sharing arrangement on the
acquired Walmart portfolio.
Table 4.3: Summary of Credit Card Partnership Loss Sharing Arrangements Impacts
                                                                Year Ended December 31,
(Dollars in millions)                                       2019           2018         2017
Estimated reimbursements from partners, beginning of    $      379      $    380     $    228
period
Amounts due from partners which reduced net                   (600 )        (382 )       (285 )
charge-offs
Amounts estimated to be charged to partners which            1,383           381          437
reduced provision for credit losses
Estimated reimbursements from partners, end of period   $    1,162      $    379     $    380





















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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5-VARIABLE INTEREST ENTITIES AND SECURITIZATIONS




In the normal course of business, we enter into various types of transactions
with entities that are considered to be VIEs. Our primary involvement with VIEs
has been related to our securitization transactions in which we transferred
assets to securitization trusts. We have primarily securitized credit card and
auto loans, which have provided a source of funding for us and enabled us to
transfer a certain portion of the economic risk of the loans or related debt
securities to third parties.
The entity that has a controlling financial interest in a VIE is referred to as
the primary beneficiary and is required to consolidate the VIE. The majority of
the VIEs in which we are involved have been consolidated in our financial
statements.
Summary of Consolidated and Unconsolidated VIEs
The assets of our consolidated VIEs primarily consist of cash, loan receivables
and the related allowance for loan and lease losses, which we report on our
consolidated balance sheets under restricted cash for securitization investors,
loans held in consolidated trusts and allowance for loan and lease losses,
respectively. The assets of a particular VIE are the primary source of funds to
settle its obligations. Creditors of these VIEs typically do not have recourse
to our general credit. Liabilities primarily consist of debt securities issued
by the VIEs, which we report under securitized debt obligations on our
consolidated balance sheets. For unconsolidated VIEs, we present the carrying
amount of assets and liabilities reflected on our consolidated balance sheets
and our maximum exposure to loss. Our maximum exposure to loss is estimated
based on the unlikely event that all of the assets in the VIEs become worthless
and we are required to meet our maximum remaining funding obligations.
The tables below present a summary of VIEs in which we had continuing
involvement or held a variable interest, aggregated based on VIEs with similar
characteristics as of December 31, 2019 and 2018. We separately present
information for consolidated and unconsolidated VIEs.
Table 5.1: Carrying Amount of Consolidated and Unconsolidated VIEs
                                                                            

December 31, 2019


                                                    Consolidated                              Unconsolidated
                                             Carrying         Carrying         Carrying         Carrying          Maximum
                                              Amount          Amount of         Amount          Amount of        Exposure to
(Dollars in millions)                        of Assets       Liabilities       of Assets       Liabilities          Loss
Securitization-Related VIEs:
Credit card loan securitizations(1)        $    31,112     $      16,113     $         0     $           0     $           0
Auto loan securitizations                        2,282             2,012               0                 0                 0
Home loan securitizations                            0                 0              66                 0               352
Total securitization-related VIEs               33,394            18,125              66                 0               352
Other VIEs:(2)
Affordable housing entities                        236                 7           4,559             1,289             4,559
Entities that provide capital to                 1,889                69               0                 0                 0
low-income and rural communities
Other                                                0                 0             502                 0               502
Total other VIEs                                 2,125                76           5,061             1,289             5,061
Total VIEs                                 $    35,519     $      18,201     $     5,127     $       1,289     $       5,413





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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           

December 31, 2018


                                                    Consolidated                              Unconsolidated
                                             Carrying         Carrying         Carrying         Carrying           Maximum
                                              Amount          Amount of         Amount          Amount of        Exposure to
(Dollars in millions)                        of Assets       Liabilities       of Assets       Liabilities          Loss
Securitization-Related VIEs:
Credit card loan securitizations(1)        $    33,574     $      18,885     $         0     $           0     $           0
Home loan securitizations                            0                 0             211                74               554
Total securitization-related VIEs               33,574            18,885             211                74               554
Other VIEs:(2)
Affordable housing entities                        243                17           4,238             1,303             4,238
Entities that provide capital to                 1,739               117               0                 0                 0
low-income and rural communities
Other                                                0                 0             353                 0               353
Total other VIEs                                 1,982               134           4,591             1,303             4,591
Total VIEs                                 $    35,556     $      19,019     $     4,802     $       1,377     $       5,145


__________

(1) Represents the carrying amount of assets and liabilities owned by the VIE,

which includes the seller's interest and repurchased notes held by other

related parties.

(2) In certain investment structures, we consolidate a VIE which in turn holds

as its primary asset an investment in an unconsolidated VIE. In these

instances, we disclose the carrying amount of assets and liabilities on our

consolidated balance sheets as unconsolidated VIEs to avoid duplicating our

exposure, as the unconsolidated VIEs are generally the operating entities

generating the exposure. The carrying amount of assets and liabilities

included in the unconsolidated VIE columns above related to these investment

structures were $2.3 billion of assets and $741 million of liabilities as of

December 31, 2019, and $2.3 billion of assets and $811 million of

liabilities as of December 31, 2018.




Securitization-Related VIEs
In a securitization transaction, assets are transferred to a trust, which
generally meets the definition of a VIE. We engage in securitization activities
as an issuer and an investor. Our primary securitization issuance activity
includes credit card and auto securitizations, conducted through securitization
trusts which we consolidate. Our continuing involvement in these securitization
transactions mainly consists of acting as the primary servicer and holding
certain retained interests.
In our multifamily agency business, we originate multifamily commercial real
estate loans and transfer them to securitization trusts of government-sponsored
enterprises ("GSEs"). We retain the related MSRs and service the transferred
loans pursuant to the guidelines set forth by the GSEs. As an investor, we hold
RMBS and CMBS in our investment securities portfolio, which represent variable
interests in the respective securitization trusts from which those securities
were issued. We do not consolidate the securitization trusts employed in these
transactions as we do not have the power to direct the activities that most
significantly impact the economic performance of these securitization trusts.
Our maximum exposure to loss as a result of our involvement with these VIEs is
the carrying value of MSRs and investment securities on our consolidated balance
sheets. See "Note 6-Goodwill and Intangible Assets" for information related to
our MSRs associated with these securitizations and "Note 2-Investment
Securities" for more information on the securities held in our investment
securities portfolio. We exclude these VIEs from the tables within this note
because we do not consider our continuing involvement with these VIEs to be
significant as we either invest in securities issued by the VIE and were not
involved in the design of the VIE or no transfers have occurred between the VIE
and us. In addition, where we have certain lending arrangements in the normal
course of business with entities that could be VIEs, we have also excluded these
VIEs from the tables presented in this note. See "Note 3-Loans" for additional
information regarding our lending arrangements in the normal course of business.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents our continuing involvement in certain securitization-related VIEs as of December 31, 2019 and 2018. Table 5.2: Continuing Involvement in Securitization-Related VIEs


                                              Credit
(Dollars in millions)                          Card        Auto      

Mortgages


December 31, 2019:
Securities held by third-party investors     $ 15,798    $ 2,010    $       962
Receivables in the trust                       31,625      2,192            

978


Cash balance of spread or reserve accounts          0          7             17
Retained interests                                Yes        Yes            Yes
Servicing retained                                Yes        Yes             No
December 31, 2018:
Securities held by third-party investors     $ 18,307        N/A    $     1,276
Receivables in the trust                       34,197        N/A          

1,305


Cash balance of spread or reserve accounts          0        N/A            116
Retained interests                                Yes        N/A            Yes
Servicing retained                                Yes        N/A         Yes(1)


__________

(1) We previously retained servicing on a portion of our remaining mortgage

loans in mortgage securitizations. During 2019, we sold our entire portfolio

of retained mortgage servicing rights.




Credit Card Securitizations
We securitize a portion of our credit card loans which provides a source of
funding for us. Credit card securitizations involve the transfer of credit card
receivables to securitization trusts. These trusts then issue debt securities
collateralized by the transferred receivables to third-party investors. We hold
certain retained interests in our credit card securitizations and continue to
service the receivables in these trusts. We consolidate these trusts because we
are deemed to be the primary beneficiary as we have the power to direct the
activities that most significantly impact the economic performance of the
trusts, and the right to receive benefits or the obligation to absorb losses
that could potentially be significant to the trusts.
Auto Securitizations
Similar to our credit card securitizations, we securitize a portion of our auto
loans which provides a source of funding for us. Auto securitization involves
the transfer of auto loans to securitization trusts. These trusts then issue
debt securities collateralized by the transferred loans to third-party
investors. We hold certain retained interests and continue to service the loans
in these trusts. We consolidate these trusts because we are deemed to be the
primary beneficiary as we have the power to direct the activities that most
significantly impact the economic performance of the trusts, and the right to
receive benefits or the obligation to absorb losses that could potentially be
significant to the trusts.
Mortgage Securitizations
We had previously securitized mortgage loans by transferring these loans to
securitization trusts that had issued mortgage-backed securities to investors.
These mortgage trusts consist of option-adjustable rate mortgage ("option-ARM")
securitizations and securitizations from our discontinued operations which
include the mortgage origination operations of our wholesale mortgage banking
unit, GreenPoint Mortgage Funding, Inc. ("GreenPoint") and the manufactured
housing operations of GreenPoint Credit, LLC, a subsidiary of GreenPoint
(collectively "GreenPoint securitizations"). We retain rights to certain future
cash flows arising from these securitizations. We do not consolidate the
mortgage securitizations because we do not have the power to direct the
activities that most significantly impact the economic performance of the
trusts, and the right to receive the benefits or the obligation to absorb losses
that could potentially be significant to the trusts.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other VIEs
Affordable Housing Entities
As part of our community reinvestment initiatives, we invest in private
investment funds that make equity investments in multifamily affordable housing
properties. We receive affordable housing tax credits for these investments. The
activities of these entities are financed with a combination of invested equity
capital and debt. We account for certain of our investments in qualified
affordable housing projects using the proportional amortization method if
certain criteria are met. The proportional amortization method amortizes the
cost of the investment over the period in which the investor expects to receive
tax credits and other tax benefits, and the resulting amortization is recognized
as a component of income tax expense attributable to continuing operations. For
the years ended December 31, 2019 and 2018, we recognized amortization of $554
million and $477 million, respectively, and tax credits of $610 million and $529
million, respectively, associated with these investments within income tax
provision. The carrying value of our equity investments in these qualified
affordable housing projects was $4.4 billion and $4.2 billion as of December 31,
2019 and 2018, respectively. We are periodically required to provide additional
financial or other support during the period of the investments. Our liability
for these unfunded commitments was $1.5 billion as of both December 31, 2019 and
2018, and is largely expected to be paid from 2020 to 2022.
For those investment funds considered to be VIEs, we are not required to
consolidate them if we do not have the power to direct the activities that most
significantly impact the economic performance of those entities. We record our
interests in these unconsolidated VIEs in loans held for investment, other
assets and other liabilities on our consolidated balance sheets. Our maximum
exposure to these entities is limited to our variable interests in the entities
which consisted of assets of approximately $4.6 billion and $4.2 billion as of
December 31, 2019 and 2018, respectively. The creditors of the VIEs have no
recourse to our general credit and we do not provide additional financial or
other support other than during the period that we are contractually required to
provide it. The total assets of the unconsolidated VIE investment funds were
approximately $10.9 billion and $10.8 billion as of December 31, 2019 and 2018,
respectively.
Entities that Provide Capital to Low-Income and Rural Communities
We hold variable interests in entities ("Investor Entities") that invest in
community development entities ("CDEs") that provide debt financing to
businesses and non-profit entities in low-income and rural communities. Variable
interests in the CDEs held by the consolidated Investor Entities are also our
variable interests. The activities of the Investor Entities are financed with a
combination of invested equity capital and debt. The activities of the CDEs are
financed solely with invested equity capital. We receive federal and state tax
credits for these investments. We consolidate the VIEs in which we have the
power to direct the activities that most significantly impact the VIE's economic
performance and where we have the obligation to absorb losses or right to
receive benefits that could be potentially significant to the VIE. We have also
consolidated other investments and CDEs that are not considered to be VIEs, but
where we hold a controlling financial interest. The assets of the VIEs that we
consolidated, which totaled approximately $1.9 billion and $1.7 billion as of
December 31, 2019 and 2018, respectively, are reflected on our consolidated
balance sheets in cash, loans held for investment, and other assets. The
liabilities are reflected in other liabilities. The creditors of the VIEs have
no recourse to our general credit. We have not provided additional financial or
other support other than during the period that we are contractually required to
provide it.
Other
Other VIEs include variable interests that we hold in companies that promote
renewable energy sources and other equity method investments. We were not
required to consolidate these entities because we do not have the power to
direct the activities that most significantly impact their economic performance.
Our maximum exposure to these entities is limited to the investment on our
consolidated balance sheets of $502 million and $353 million as of December 31,
2019 and 2018, respectively. The creditors of the other VIEs have no recourse to
our general credit. We have not provided additional financial or other support
other than during the period that we are contractually required to provide it.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6-GOODWILL AND INTANGIBLE ASSETS




The table below presents our goodwill, intangible assets and MSRs as of
December 31, 2019 and 2018. Goodwill is presented separately, while intangible
assets and MSRs are included in other assets on our consolidated balance sheets.
Table 6.1: Components of Goodwill, Intangible Assets and MSRs
                                                                December 31, 2019
                                           Carrying                               Net         Remaining
                                           Amount of        Accumulated        Carrying      Amortization
(Dollars in millions)                       Assets         Amortization         Amount          Period
Goodwill                                 $    14,653               N/A       $    14,653              N/A
Intangible assets:
Purchased credit card relationship             1,932     $      (1,864 )    

68


("PCCR") intangibles                                                                            3.9 years
Other(1)                                         246              (140 )             106        6.7 years
Total intangible assets                        2,178            (2,004 )             174        5.6 years
Total goodwill and intangible assets     $    16,831     $      (2,004 )     $    14,827
Commercial MSRs(2)                       $       555     $        (255 )     $       300

                                                                December 31, 2018
                                           Carrying                               Net         Remaining
                                           Amount of        Accumulated        Carrying      Amortization
(Dollars in millions)                       Assets         Amortization         Amount          Period
Goodwill                                 $    14,544               N/A       $    14,544              N/A
Intangible assets:
PCCR intangibles                               2,102     $      (1,952 )             150        3.7 years
Core deposit intangibles                       1,149            (1,148 )               1        0.2 years
Other(1)                                         271              (168 )             103        7.1 years
Total intangible assets                        3,522            (3,268 )             254        5.0 years
Total goodwill and intangible assets     $    18,066     $      (3,268 )     $    14,798
Commercial MSRs(2)                       $       459     $        (185 )     $       274


__________

(1) Primarily consists of intangibles for sponsorship, customer and merchant

relationships, partnership and other contract intangibles and trade name

intangibles.

(2) Commercial MSRs are accounted for under the amortization method on our

consolidated balance sheets. We recorded $70 million and $59 million of


     amortization expense for the years ended December 31, 2019 and 2018,
     respectively.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill


The following table presents changes in the carrying amount of goodwill by each
of our business segments for the years ended December 31, 2019, 2018 and 2017.
We did not recognize any goodwill impairment during 2019, 2018 or 2017.
Table 6.2: Goodwill by Business Segments
                                                   Credit      Consumer
(Dollars in millions)                               Card        Banking      Commercial Banking       Total
Balance as of December 31, 2016                  $  5,018     $   4,600     $           4,901       $ 14,519
Acquisitions                                            6             0                     0              6
Other adjustments(1)                                    8             0                     0              8
Balance as of December 31, 2017                     5,032         4,600                 4,901         14,533
Acquisitions                                           33             0                     0             33
Reductions in goodwill related to divestitures          0             0                   (17 )          (17 )
Other adjustments(1)                                   (5 )           0                     0             (5 )
Balance as of December 31, 2018                     5,060         4,600                 4,884         14,544
Acquisitions                                           25            46                    36            107
Reductions in goodwill related to divestitures          0            (1 )                   0             (1 )
Other adjustments(1)                                    3             0                     0              3
Balance as of December 31, 2019                  $  5,088     $   4,645     $           4,920       $ 14,653


__________

(1) Represents foreign currency translation adjustments.




The goodwill impairment test, performed as of October 1 of each year, is a
two-step test. The first step identifies whether there is potential impairment
by comparing the fair value of a reporting unit to its 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 potential impairment loss.
The fair value of reporting units is calculated using a discounted cash flow
methodology, a form of the income approach. The calculation uses projected cash
flows based on each reporting unit's internal forecast and uses the perpetuity
growth method to calculate terminal values. These cash flows and terminal values
are then discounted using appropriate discount rates, which are largely based on
our external cost of equity with adjustments for risk inherent in each reporting
unit. Cash flows are adjusted, as necessary, in order to maintain each reporting
unit's equity capital requirements. Our discounted cash flow analysis requires
management to make judgments about future loan and deposit growth, revenue
growth, credit losses, and capital rates. The key inputs into the discounted
cash flow analysis were consistent with market data, where available, indicating
that assumptions used were within a reasonable range of observable market data.
Intangible Assets
In connection with our acquisitions, we recorded intangible assets including
PCCRs, sponsorships, customer and merchant relationships, partnerships, trade
names and other contract intangibles. At acquisition, the PCCRs reflect the
estimated value of existing credit card holder relationships.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets are typically amortized over their respective estimated useful
lives on either an accelerated or straight-line basis. The following table
summarizes the actual amortization expense recorded for the years ended December
31, 2019, 2018 and 2017 and the estimated future amortization expense for
intangible assets as of December 31, 2019:
Table 6.3: Amortization Expense
                                                             Amortization
(Dollars in millions)                                          Expense
Actual for the year ended December 31,
2017                                                        $         245
2018                                                                  174
2019                                                                  112
Estimated future amounts for the year ending December 31,
2020                                                                   64
2021                                                                   32
2022                                                                   24
2023                                                                   17
2024                                                                   11
Thereafter                                                             18
Total estimated future amounts                              $         166





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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7-PREMISES, EQUIPMENT AND LEASES




Premises and Equipment
The following table presents our premises and equipment as of December 31, 2019
and 2018.
Table 7.1 Components of Premises and Equipment
                                                   December 31,     December 31,
(Dollars in millions)                                  2019             2018
Land                                              $        382     $        386
Buildings and improvements                               3,903            3,994
Furniture and equipment                                  2,218            2,018
Computer software                                        1,996            1,847
In progress                                                689              482
Total premises and equipment, gross                      9,188            

8,727

Less: Accumulated depreciation and amortization (4,810 ) (4,536 ) Total premises and equipment, net

                 $      4,378     $      

4,191




Depreciation and amortization expense was $741 million, $728 million and $662
million for the years ended December 31, 2019, 2018 and 2017, respectively.
Leases
In the first quarter of 2019, we adopted ASU No. 2016-02, Leases (Topic 842),
see "Note 1-Summary of Significant Accounting Policies" for the impacts upon
adoption. Our primary involvement with leases is in the capacity as a lessee
where we lease premises to support our business. A majority of our leases are
operating leases of office space, retail bank branches and Cafés. For real
estate leases, we have elected to account for the lease and non-lease components
together as a single lease component. Our operating leases expire at various
dates through 2071, and many of them require variable lease payments by us, of
property taxes, insurance premiums, common area maintenance and other costs.
Certain of these leases also have extension or termination options, and we
assess the likelihood of exercising such options. If it is reasonably certain
that we will exercise the options, then we include the impact in the measurement
of our right-of-use assets and lease liabilities.
Our right-of-use assets and lease liabilities for operating leases are included
in other assets and other liabilities on our consolidated balance sheets. As
most of our operating leases do not provide an implicit rate, we use our
incremental borrowing rate in determining the present value of lease payments.
Our operating lease expense is included in occupancy and equipment within
non-interest expense in our consolidated statements of income. Total operating
lease expense consists of operating lease cost, which is recognized on a
straight-line basis over the lease term, and variable lease cost, which is
recognized based on actual amounts incurred. We also sublease certain premises,
and sublease income is included in other non-interest income in our consolidated
statements of income.
The following tables present information about our operating lease portfolio and
the related lease costs as of and for the year ended December 31, 2019.
Table 7.2 Operating Lease Portfolio
(Dollars in millions)                    December 31, 2019
Right-of-use assets                     $           1,433
Lease liabilities                                   1,756
Weighted-average remaining lease term           8.9 years
Weighted-average discount rate                        3.3 %




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 7.3 Total Operating Lease Expense and Other Information
(Dollars in millions)                                           Year Ended December 31, 2019
Operating lease cost                                           $                    316
Variable lease cost                                                                  39
Total lease cost                                                                    355
Sublease income                                                                     (26 )
Net lease cost                                                 $                    329

Cash paid for amounts included in the measurement of lease liabilities

                                                    $            

328

Right-of-use assets obtained in exchange for lease liabilities

112


Right-of-use assets recognized upon adoption of new lease
standard                                                                          1,601



The following table presents a maturity analysis of our operating leases and a
reconciliation of the undiscounted cash flows to our lease liabilities as of
December 31, 2019.
Table 7.4 Maturities of Operating Leases and Reconciliation to Lease Liabilities
(Dollars in millions)                December 31, 2019
2020                                $             310
2021                                              279
2022                                              256
2023                                              235
2024                                              202
Thereafter                                        782
Total undiscounted lease payments               2,064
Less: Imputed interest                           (308 )
Total lease liabilities             $           1,756



As of December 31, 2019, we had approximately $96 million and $103 million of
right-of-use assets and lease liabilities, respectively, for finance leases with
a weighted-average remaining lease term of 5.9 years. These right-of-use assets
and lease liabilities are included in premises and equipment, net and other
borrowings, respectively, on our consolidated balance sheets. We recognized $27
million of total finance lease expense for the year ended 2019.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8-DEPOSITS AND BORROWINGS




Our deposits represent our largest source of funding for our assets and
operations, which include checking accounts, money market deposits, negotiable
order of withdrawals, savings deposits and time deposits. We also use a variety
of other funding sources including short-term borrowings, senior and
subordinated notes, securitized debt obligations and other borrowings. In
addition, we utilize FHLB advances, which are secured by certain portions of our
loan and investment securities portfolios. Securitized debt obligations are
presented separately on our consolidated balance sheets, as they represent
obligations of consolidated securitization trusts, while federal funds purchased
and securities loaned or sold under agreements to repurchase, senior and
subordinated notes and other borrowings, including FHLB advances, are included
in other debt on our consolidated balance sheets.
Our total short-term borrowings generally consist of federal funds purchased,
securities loaned or sold under agreements to repurchase, and short-term FHLB
advances. Our long-term debt consists of borrowings with an original contractual
maturity of greater than one year. The following tables summarize the components
of our deposits, short-term borrowings and long-term debt as of December 31,
2019 and 2018. The carrying value presented below for these borrowings includes
unamortized debt premiums and discounts, net of debt issuance costs and fair
value hedge accounting adjustments.
Table 8.1: Components of Deposits, Short-Term Borrowings and Long-Term Debt
                                                                 December 31,       December 31,
(Dollars in millions)                                                2019               2018
Deposits:
Non-interest-bearing deposits                                  $       23,488     $       23,483
Interest-bearing deposits(1)                                          239,209            226,281
Total deposits                                                 $      262,697     $      249,764
Short-term borrowings:
Federal funds purchased and securities loaned or sold under    $          314     $          352
agreements to repurchase
FHLB advances                                                           7,000              9,050
Total short-term borrowings                                    $        7,314     $        9,402


                                                                                                             December 31,
                                                             December 31, 2019                                   2018
                                                                        Weighted-
                                     Maturity          Stated            Average
(Dollars in millions)                  Dates       Interest Rates    

Interest Rate Carrying Value Carrying Value Long-term debt: Securitized debt obligations 2020-2026 1.66 - 3.01%

            2.22 %     $        17,808     $        18,307
Senior and subordinated notes:
Fixed unsecured senior debt(2)      2020-2029        0.80 - 4.75            3.08                23,302              23,290
Floating unsecured senior debt      2020-2023        2.32 - 3.09            2.70                 2,695               2,993
Total unsecured senior debt                                                 3.04                25,997              26,283
Fixed unsecured subordinated debt   2023-2026        3.38 - 4.20            3.78                 4,475               4,543
Total senior and subordinated notes                                                             30,472              30,826
Other long-term borrowings:
FHLB advances                               -                  -               -                     0                 251
Other borrowings                    2020-2035       2.20 - 12.86            3.73                   103                 119
Total other long-term borrowings                                                                   103                 370
Total long-term debt                                                                   $        48,383     $        49,503
Total short-term borrowings and long-term debt                                         $        55,697     $        58,905


__________

(1) Includes $6.5 billion and $4.0 billion of time deposits in denominations in


     excess of the $250,000 federal insurance limit as of December 31, 2019 and
     2018, respectively.

(2) Includes $1.4 billion of EUR-denominated unsecured notes as of December 31,


     2019.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the carrying value of our interest-bearing time
deposits, securitized debt obligations and other debt by remaining contractual
maturity as of December 31, 2019.
Table 8.2: Maturity Profile of Borrowings
(Dollars in millions)              2020         2021         2022        2023        2024        Thereafter        Total
Interest-bearing time
deposits                        $ 28,186     $  7,734     $  5,153     $ 

1,661 $ 2,114 $ 110 $ 44,958 Securitized debt obligations 5,433 2,323 6,226 1,105 1,151

            1,570        17,808
Federal funds purchased and
securities loaned or sold
under agreements to
repurchase                           314            0            0           0           0                0           314
Senior and subordinated notes      4,398        5,011        4,035       4,279       4,428            8,321        30,472
Other borrowings                   7,022           20           20          18           5               18         7,103
Total                           $ 45,353     $ 15,088     $ 15,434     $ 7,063     $ 7,698     $     10,019     $ 100,655





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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9-DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES




Use of Derivatives and Accounting for Derivatives
We regularly enter into derivative transactions to support our overall risk
management activities. Our primary market risks stem from the impact on our
earnings and economic value of equity due to changes in interest rates and, to a
lesser extent, changes in foreign exchange rates. We manage our interest rate
sensitivity by employing several techniques, which include changing the duration
and re-pricing characteristics of various assets and liabilities by using
interest rate derivatives. We also use foreign currency derivatives to limit our
earnings and capital exposures to foreign exchange risk by hedging exposures
denominated in foreign currencies. In addition to interest rate and foreign
currency derivatives, we may also use a variety of other derivative instruments,
including caps, floors, options, futures and forward contracts, to manage our
interest rate and foreign exchange risks. We designate these risk management
derivatives as either qualifying accounting hedges or free-standing derivatives.
Qualifying accounting hedges are further designated as fair value hedges, cash
flow hedges or net investment hedges. Free-standing derivatives are economic
hedges that do not qualify for hedge accounting.
We also offer various interest rate, commodity and foreign currency derivatives
as accommodation to our customers within our Commercial Banking business. We
enter into these derivatives with our customers primarily to help them manage
their interest rate risks, hedge their energy and other commodities exposures,
and manage foreign currency fluctuations. We then enter into offsetting
derivative contracts with counterparties to economically hedge the majority of
our subsequent exposures.
See below for additional information on our use of derivatives and how we
account for them:
•    Fair Value Hedges: We designate derivatives as fair value hedges when they

are used to manage our exposure to changes in the fair value of certain

financial assets and liabilities, which fluctuate in value as a result of

movements in interest rates. Changes in the fair value of derivatives

designated as fair value hedges are presented in the same line item on our

consolidated statements of income as the earnings effect of the hedged

items. Our fair value hedges primarily consist of interest rate swaps that

are intended to modify our exposure to interest rate risk on various

fixed-rate financial assets and liabilities.

• Cash Flow Hedges: We designate derivatives as cash flow hedges when they are

used to manage our exposure to variability in cash flows related to

forecasted transactions. Changes in the fair value of derivatives designated

as cash flow hedges are recorded as a component of AOCI. Those amounts are

reclassified into earnings in the same period during which the forecasted


     transactions impact earnings and presented in the same line item on our
     consolidated statements of income as the earnings effect of the hedged
     items. Our cash flow hedges use interest rate swaps and floors that are

intended to hedge the variability in interest receipts or interest payments

on some of our variable-rate financial assets or liabilities. We also enter

into foreign currency forward contracts to hedge our exposure to variability

in cash flows related to intercompany borrowings denominated in foreign

currencies.

• Net Investment Hedges: We use net investment hedges to manage the foreign

currency exposure related to our net investments in foreign operations that

have functional currencies other than the U.S. dollar. Changes in the fair

value of net investment hedges are recorded in the translation adjustment

component of AOCI, offsetting the translation gain or loss from those

foreign operations. We execute net investment hedges using foreign currency

forward contracts to hedge the translation exposure of the net investment in

our foreign operations under the forward method.

• Free-Standing Derivatives: Our free-standing derivatives primarily consist

of our customer accommodation derivatives and other economic hedges. The

customer accommodation derivatives and the related offsetting contracts are

mainly interest rate, commodity and foreign currency contracts. The other

free-standing derivatives are primarily used to economically hedge the risk

of changes in the fair value of our commercial mortgage loan origination and

purchase commitments as well as other interests held. Changes in the fair

value of free-standing derivatives are recorded in earnings as a component


     of other non-interest income.





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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivatives Counterparty Credit Risk
Counterparty Types
Derivative instruments contain an element of credit risk that arises from the
potential failure of a counterparty to perform according to the terms of the
contract, including making payments due upon maturity of certain derivative
instruments. We execute our derivative contracts primarily in over-the-counter
("OTC") markets. We also execute minimal amounts of interest rate and commodity
futures in the exchange-traded derivative markets. Our OTC derivatives consist
of both centrally cleared and uncleared bilateral contracts. In our centrally
cleared contracts, our counterparties are central counterparty clearinghouses
("CCPs"), such as the Chicago Mercantile Exchange ("CME") and the LCH Group
("LCH"). In our uncleared bilateral contracts, we enter into agreements directly
with our derivative counterparties.
Counterparty Credit Risk Management
We manage the counterparty credit risk associated with derivative instruments by
entering into legally enforceable master netting arrangements, where possible,
and exchanging collateral with our counterparties, typically in the form of cash
or high-quality liquid securities. The amount of collateral exchanged is
dependent upon the fair value of the derivative instruments as well as the fair
value of the pledged collateral. When valuing collateral, an estimate of the
variation in price and liquidity over time is subtracted in the form of a
"haircut" to discount the value of the collateral pledged. Our exposure to
derivative counterparty credit risk, at any point in time, is equal to the
amount reported as a derivative asset on our balance sheet. The fair value of
our derivatives is adjusted on an aggregate basis to take into consideration the
effects of legally enforceable master netting agreements and any associated cash
collateral received or pledged. See Table 9.3 for our net exposure associated
with derivatives.
The terms under which we collateralize our exposures differ between cleared
exposures and uncleared bilateral exposures.
•    CCPs: We clear eligible OTC derivatives with CCPs as part of our regulatory
     requirements. Futures commission merchants ("FCMs") serve as the
     intermediary between CCPs and us. CCPs require that we post initial and
     variation margin through our FCMs to mitigate the risk of non-payment or

default. Initial margin is required upfront by CCPs as collateral against

potential losses on our cleared derivative contracts and variation margin is

exchanged on a daily basis to account for mark-to-market changes in those

derivative contracts. For CME and LCH-cleared OTC derivatives, we

characterize variation margin cash payments as settlements. Our FCM

agreements governing these derivative transactions include provisions that

may require us to post additional collateral under certain circumstances.

• Bilateral Counterparties: We enter into legally enforceable master netting

agreements and collateral agreements, where possible, with bilateral

derivative counterparties to mitigate the risk of default. We review our

collateral positions on a daily basis and exchange collateral with our

counterparties in accordance with these agreements. These bilateral

agreements typically provide the right to offset exposure with the same

counterparty and require the party in a net liability position to post

collateral. Agreements with certain bilateral counterparties require both

parties to maintain collateral in the event the fair values of derivative

instruments exceed established exposure thresholds. Certain of these

bilateral agreements include provisions requiring that our debt maintain a

credit rating of investment grade or above by each of the major credit

rating agencies. In the event of a downgrade of our debt credit rating below

investment grade, some of our counterparties would have the right to

terminate their derivative contract and close out existing positions.




Credit Risk Valuation Adjustments
We record counterparty credit valuation adjustments ("CVAs") on our derivative
assets to reflect the credit quality of our counterparties. We consider
collateral and legally enforceable master netting agreements that mitigate our
credit exposure to each counterparty in determining CVAs, which may be adjusted
in future periods due to changes in the fair values of the derivative contracts,
collateral, and creditworthiness of the counterparty. We also record debit
valuation adjustments ("DVAs") to adjust the fair values of our derivative
liabilities to reflect the impact of our own credit quality.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet Presentation
The following table summarizes the notional amounts and fair values of our
derivative instruments as of December 31, 2019 and 2018, which are segregated by
derivatives that are designated as accounting hedges and those that are not, and
are further segregated by type of contract within those two categories. The
total derivative assets and liabilities are adjusted on an aggregate basis to
take into consideration the effects of legally enforceable master netting
agreements and any associated cash collateral received or pledged. Derivative
assets and liabilities are included in other assets and other liabilities,
respectively, on our consolidated balance sheets, and their related gains or
losses are included in operating activities as changes in other assets and other
liabilities in the consolidated statements of cash flows.
Table 9.1: Derivative Assets and Liabilities at Fair Value
                                                December 31, 2019                             December 31, 2018

                                     Notional or           Derivative(1)           Notional or           Derivative(1)
                                     Contractual                                   Contractual
(Dollars in millions)                  Amount         Assets      Liabilities        Amount         Assets      Liabilities
Derivatives designated as
accounting hedges:
Interest rate contracts:
Fair value hedges                  $      57,587     $    11     $        55     $      53,413     $    64     $        28
Cash flow hedges                          96,900         321              29            81,200          83              70
Total interest rate contracts            154,487         332              84           134,613         147              98
Foreign exchange contracts:
Fair value hedges                          1,402           0               6                 0           0               0
Cash flow hedges                           6,103           0             113             5,745         184               2
Net investment hedges                      2,829           0             102             2,607         178               0
Total foreign exchange contracts          10,334           0             221             8,352         362               2
Total derivatives designated as          164,821         332             305           142,965         509             100
accounting hedges
Derivatives not designated as
accounting hedges:
Customer accommodation:
Interest rate contracts                   62,268         552             117            49,386         190             256
Commodity contracts                       15,492         758             694            10,673         797             786
Foreign exchange and other                 4,674          39              42             1,418          12              11

contracts


Total customer accommodation              82,434       1,349             853            61,477         999           1,053
Other interest rate exposures(2)           6,729          48              30             6,427          29              36
Other contracts                            1,562           0               9             1,636           2              12
Total derivatives not designated          90,725       1,397             892            69,540       1,030           1,101
as accounting hedges
Total derivatives                  $     255,546     $ 1,729     $     

1,197 $ 212,505 $ 1,539 $ 1,201 Less: netting adjustment(3)

                             (633 )          (523 )                      (1,079 )          (287 )
Total derivative assets/liabilities                  $ 1,096     $       674                       $   460     $       914


__________

(1) Does not reflect $12 million and $2 million recognized as a net valuation

allowance on derivative assets and liabilities for non-performance risk as

of December 31, 2019 and 2018, respectively. Non-performance risk is

included in derivative assets and liabilities, which are part of other

assets and liabilities on the consolidated balance sheets, and is offset

through non-interest income in the consolidated statements of income.

(2) Other interest rate exposures include commercial mortgage-related

derivatives and interest rate swaps.

(3) Represents balance sheet netting of derivative assets and liabilities, and

related payables and receivables for cash collateral held or placed with the


     same counterparty.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the carrying value of our hedged assets and liabilities in fair value hedges and the associated cumulative basis adjustments included in those carrying values, excluding basis adjustments related to foreign currency risk, as of December 31, 2019 and 2018. Table 9.2: Hedged Items in Fair Value Hedging Relationships


    December 31, 2019                                                                                December 31, 2018
                                                                      

Cumulative Amount of Basis Adjustments Included in the Carrying


                                                                                                  Amount                                                           Cumulative Amount of Basis Adjustments Included in the Carrying Amount
                                                Carrying Amount                    Total                    Discontinued-Hedging            Carrying Amount                     Total
(Dollars in millions)                        Assets/(Liabilities)          Assets/(Liabilities)                 Relationships            Assets/(Liabilities)            Assets/(Liabilities)           Discontinued-Hedging Relationships
Line item on our consolidated balance
sheets in which the hedged item is
included:
Investment securities available for         $            10,825       $                  300            $                        52     $            14,067       $                      (6 )          $                        (2 )
sale(1)(2)
Interest-bearing deposits                               (14,310 )                        (12 )                                    0                 (13,101 )                           247                                      0
Securitized debt obligations                             (9,403 )                         44                                     64                  (5,887 )                           168                                    

143


Senior and subordinated notes                           (27,777 )                       (458 )                                  324                 (23,572 )                           315                                    392


__________

(1) These amounts include the amortized cost basis of our investment securities

designated in hedging relationships for which the hedged item is the last

layer expected to be remaining at the end of the hedging relationship. The

amortized cost basis of this portfolio was $5.9 billion and $8.3 billion,

the amount of the designated hedged items was $3.1 billion and $4.0 billion,

and the cumulative basis adjustment associated with these hedges was $75

million and $26 million as of December 31, 2019 and 2018, respectively.

(2) Carrying value represents amortized cost.




Balance Sheet Offsetting of Financial Assets and Liabilities
Derivative contracts and repurchase agreements that we execute bilaterally in
the OTC market are generally governed by enforceable master netting arrangements
where we generally have the right to offset exposure with the same counterparty.
Either counterparty can generally request to net settle all contracts through a
single payment upon default on, or termination of, any one contract. We elect to
offset the derivative assets and liabilities under netting arrangements for
balance sheet presentation where a right of setoff exists. For derivative
contracts entered into under master netting arrangements for which we have not
been able to confirm the enforceability of the setoff rights, or those not
subject to master netting arrangements, we do not offset our derivative
positions for balance sheet presentation.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the gross and net fair values of our derivative
assets, derivative liabilities, resale and repurchase agreements and the related
offsetting amounts permitted under U.S. GAAP as of December 31, 2019 and 2018.
The table also includes cash and non-cash collateral received or pledged in
accordance with such arrangements. The amount of collateral presented, however,
is limited to the amount of the related net derivative fair values or
outstanding balances; therefore, instances of over-collateralization are
excluded.
Table 9.3: Offsetting of Financial Assets and Financial Liabilities

                                          Gross Amounts Offset in the Balance Sheet                             Securities
                                                                                                              Collateral Held
                                                                                                               Under Master
                             Gross             Financial              Cash Collateral     Net Amounts as          Netting            Net
(Dollars in millions)       Amounts           Instruments                Received           Recognized          Agreements         Exposure
As of December 31, 2019
Derivative assets(1)       $  1,729     $             (347 )         $          (286 )   $         1,096     $             0     $    1,096
As of December 31, 2018
Derivative assets(1)          1,539                   (205 )                    (874 )               460                   0            460


                                                                                                                   Securities
                                           Gross Amounts Offset in the Balance Sheet                           Collateral Pledged
                              Gross             Financial              Cash Collateral      Net Amounts as        Under Master           Net
(Dollars in millions)        Amounts           Instruments                 Pledged            Recognized       Netting Agreements     Exposure
As of December 31, 2019
Derivative liabilities(1)   $  1,197     $             (347 )         $          (176 )   $            674     $            0        $     674
Repurchase agreements(2)         314                      0                         0                  314               (314 )              0
As of December 31, 2018
Derivative liabilities(1)      1,201                   (205 )                     (82 )                914                  0              914
Repurchase agreements(2)         352                      0                         0                  352               (352 )              0


__________

(1) We received cash collateral from derivative counterparties totaling $347

million and $925 million as of December 31, 2019 and 2018, respectively. We

also received securities from derivative counterparties with a fair value of

$1 million as of both December 31, 2019 and 2018, which we have the ability

to re-pledge. We posted $954 million and $633 million of cash collateral as

of December 31, 2019 and 2018, respectively.

(2) Represents customer repurchase agreements that mature the next business day.

As of December 31, 2019 and 2018, we pledged collateral with a fair value of

$320 million and $359 million, respectively, under these customer repurchase

agreements, which were primarily agency RMBS securities.




Income Statement and AOCI Presentation
Fair Value and Cash Flow Hedges
The net gains (losses) recognized in our consolidated statements of income
related to derivatives in fair value and cash flow hedging relationships are
presented below for the years ended December 31, 2019, 2018 and 2017. We did not
reclassify 2017 amounts to conform to the current period presentation.



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 9.4: Effects of Fair Value and Cash Flow Hedge Accounting


                                                                                       Year Ended December 31, 2019
                                                                               Net Interest Income                                                         Non-Interest Income
                             Investment        Loans, Including                        Interest-bearing        Securitized Debt         Senior and
(Dollars in millions)        Securities      Loans Held for Sale        Other              Deposits              Obligations        Subordinated Notes            Other
Total amounts presented
in our consolidated
statements of income      $      2,411       $       25,862         $       240     $          (3,420 )      $         (523 )       $       (1,159 )      $             718
Fair value hedging
relationships:
Interest rate and
foreign exchange
contracts:
Interest recognized on
derivatives               $        (12 )     $            0         $         0     $            (108 )      $          (14 )       $           (6 )      $               0
Gains (losses)
recognized on
derivatives                       (278 )                  0                   0                   263                    45                    704                       (9 )
Gains (losses)
recognized on hedged
items(1)                           278                    0                   0                  (258 )                (123 )                 (801 )                      9
Excluded component of
fair value hedges(2)                 0                    0                   0                     0                     0                     (2 )                      0
Net expense recognized
on fair value hedges      $        (12 )     $            0         $         0     $            (103 )      $          (92 )       $         (105 )      $               0
Cash flow hedging
relationships:(3)
Interest rate
contracts:
Realized losses
reclassified from AOCI
into net income           $         (8 )     $         (163 )       $         0     $               0        $            0         $            0        $               0
Foreign exchange
contracts:
Realized gains
reclassified from AOCI
into net income(4)                   0                    0                  44                     0                     0                      0                       (1 )
Net income (expense)
recognized on cash flow
hedges                    $         (8 )     $         (163 )       $        44     $               0        $            0         $            0        $              (1 )



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                          Year Ended December 31, 2018
                                                                               Net Interest Income                                                         Non-Interest Income
                             Investment        Loans, Including                        Interest-bearing        Securitized Debt         Senior and
(Dollars in millions)        Securities      Loans Held for Sale        Other              Deposits              Obligations        Subordinated Notes            Other
Total amounts presented
in our consolidated
statements of income      $      2,211       $       24,728         $       237     $          (2,598 )      $         (496 )       $       (1,125 )      $            1,002
Fair value hedging
relationships:
Interest rate
contracts:
Interest recognized on
derivatives               $        (23 )     $            0         $         0     $             (76 )      $          (53 )       $            2        $                0
Gains (losses)
recognized on
derivatives                         34                    0                   0                   (60 )                 (61 )                 (212 )                       0
Gains (losses)
recognized on hedged
items(1)                           (33 )                  0                   0                    52                    38                    131                         0
Net expense recognized
on fair value hedges      $        (22 )     $            0         $         0     $             (84 )      $          (76 )       $          (79 )      $                0
Cash flow hedging
relationships:(3)
Interest rate
contracts:
Realized losses
reclassified from AOCI
into net income           $         (9 )     $          (82 )       $         0     $               0        $            0         $            0        $                0
Foreign exchange
contracts:
Realized gains (losses)
reclassified from AOCI
into net income(4)                   0                    0                  47                     0                     0                      0                        (2 )
Net income (expense)
recognized on cash flow
hedges                    $         (9 )     $          (82 )       $        47     $               0        $            0         $            0        $               (2 )


__________

(1) Includes amortization expense of $171 million and $75 million for the years

ended December 31, 2019 and 2018, respectively, related to basis adjustments


     on discontinued hedges.


(2)  Changes in fair values of cross-currency swaps attributable to changes in
     cross-currency basis spreads are excluded from the assessment of hedge

effectiveness and recorded in other comprehensive income. The initial value


     of the excluded component is recognized in earnings over the life of the
     swap under the amortization approach.


(3)  See "Note 10-Stockholders' Equity" for the effects of cash flow and net
     investment hedges on AOCI and amounts reclassified to net income, net of
     tax.

(4) We recognized a loss of $341 million and gain of $191 million for the years

ended December 31, 2019 and 2018 respectively, on foreign exchange contracts

reclassified from AOCI. These amounts were largely offset by the foreign

currency transaction gains (losses) on our foreign currency denominated


     intercompany funding included other non-interest income.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                       Year Ended December
(Dollars in millions)                                                        31, 2017
Derivatives designated as fair value hedges:
Fair value interest rate contracts:
Losses recognized in net income on derivatives                        $           (212 )
Gains recognized in net income on hedged items                              

216


Net fair value hedge ineffectiveness gains                                  

4


Derivatives designated as cash flow hedges:
Gains reclassified from AOCI into net income:
Interest rate contracts                                                             91
Foreign exchange contracts                                                          17
Subtotal                                                                           108

Gains recognized in net income due to ineffectiveness: Interest rate contracts

2


Net derivative gains recognized in net income                         $     

110





In the next 12 months, we expect to reclassify to earnings net after-tax losses
of $114 million recorded in AOCI as of December 31, 2019. These amounts will
offset the cash flows associated with the hedged forecasted transactions. The
maximum length of time over which forecasted transactions were hedged was
approximately 6 years as of December 31, 2019. The amount we expect to
reclassify into earnings may change as a result of changes in market conditions
and ongoing actions taken as part of our overall risk management strategy.
Free-Standing Derivatives
The net impacts to our consolidated statements of income related to
free-standing derivatives are presented below for the years ended December 31,
2019, 2018 and 2017. These gains or losses are recognized in other non-interest
income in our consolidated statements of income.
Table 9.5: Gains (Losses) on Free-Standing Derivatives
                                                                     Year Ended December 31,
(Dollars in millions)                                         2019             2018             2017
Gains (losses) recognized in other non-interest income:
Customer accommodation:
Interest rate contracts                                   $       48       $       25       $       20
Commodity contracts                                               17               16               13
Foreign exchange and other contracts                              13                7                5
Total customer accommodation                                      78               48               38
Other interest rate exposures                                    (16 )             33               61
Other contracts                                                  (10 )            (21 )              0
Total                                                     $       52       $       60       $       99













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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10-STOCKHOLDERS' EQUITY




Preferred Stock
The following table summarizes our preferred stock outstanding as of
December 31, 2019 and 2018.
Table 10.1: Preferred Stock Outstanding(1)


                                                                                                                             Total Shares
                                                                                                                              Outstanding                Carrying Value
                                                            Redeemable    Per Annum                        Liquidation           as of                   (in millions)
                                                             by Issuer     Dividend      Dividend        Preference per      December 31,                             December 31,
  Series           Description           Issuance Date       Beginning       Rate        Frequency            Share              2019          December 31, 2019          2018
                      6.00%                                  September
Series B          Non-Cumulative        August 20, 2012       1, 2017       6.00%        Quarterly     $           1,000         875,000     $               853     $        853
                      6.25%                                  September

Series C(2) Non-Cumulative June 12, 2014 1, 2019

  6.25        Quarterly                 1,000               0                       0              484
                      6.70%                                 December 1,

Series D(2) Non-Cumulative October 31, 2014 2019


 6.70        Quarterly                 1,000               0                       0              485
                                                                            5.55%
                                                                           through
                                                                          5/31/2020;   Semi-Annually
                                                                            3-mo.         through
                                                                          LIBOR+ 380    5/31/2020;
              Fixed-to-Floating Rate                          June 1,       

bps Quarterly Series E Non-Cumulative May 14, 2015 2020 thereafter thereafter

                 1,000       1,000,000                     988              988
                      6.20%                                 December 1,
Series F          Non-Cumulative        August 24, 2015        2020          6.20        Quarterly                 1,000         500,000                     484              484
                      5.20%                                 December 1,
Series G          Non-Cumulative         July 29, 2016         2021          5.20        Quarterly                 1,000         600,000                     583              583
                      6.00%                                 December 1,
Series H          Non-Cumulative       November 29, 2016       2021          6.00        Quarterly                 1,000         500,000                     483              483
                      5.00%                                 December 1,
Series I          Non-Cumulative       September 11, 2019      2024          5.00        Quarterly                 1,000       1,500,000                   1,462                0
Total                                                                                                                                        $             4,853     $      4,360

__________

(1) Except for Series E, ownership is held in the form of depositary shares,

each representing a 1/40th interest in a share of fixed-rate non-cumulative

perpetual preferred stock.

(2) On December 2, 2019, we redeemed all outstanding shares of our preferred


     stock Series C and Series D.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Income
Accumulated other comprehensive income primarily consists of accumulated net
unrealized gains or losses associated with securities available for sale,
changes in fair value of derivatives in hedging relationships, and foreign
currency translation adjustments.
The following table includes the AOCI impacts from the adoption of accounting
standards and the changes in AOCI by component for the years ended December 31,
2019, 2018 and 2017.
Table 10.2: Accumulated Other Comprehensive Income (Loss)
                                                                                                                     Foreign Currency
                                        Securities Available   Securities Held to                                       Translation
(Dollars in millions)                         for Sale             

Maturity Hedging Relationships(1) Adjustments(2) Other Total AOCI as of December 31, 2016

            $          (4 )        $        (621 )       $                 (78 )       $              (222 )   $ (24 )   $  (949 )
Other comprehensive income (loss)
before reclassifications                           62                      0                           (95 )                        84        30       

81


Amounts reclassified from AOCI into
earnings                                          (41 )                   97                          (108 )                         0        (6 )       (58 )
Other comprehensive income (loss),
net of tax                                         21                     97                          (203 )                        84        24      

23


AOCI as of December 31, 2017                       17                   (524 )                        (281 )                      (138 )       0        (926 )
Cumulative effects from adoption of
new accounting standards                            3                   (113 )                         (63 )                         0       (28 )      (201 )
Transfer of securities held to
maturity to available for sale(3)                (325 )                  407                             0                           0         0     

82


Other comprehensive income (loss)
before reclassifications                         (293 )                    0                            38                         (39 )      (8 )      (302 )
Amounts reclassified from AOCI into
earnings                                          159                     40                          (112 )                         0        (3 )    

84


Other comprehensive income (loss),
net of tax                                       (459 )                  447                           (74 )                       (39 )     (11 )      (136 )
AOCI as of December 31, 2018                     (439 )                 (190 )                        (418 )                      (177 )     (39 )    (1,263 )
Other comprehensive income before
reclassifications                                 670                      0                           414                          70        17       

1,171


Amounts reclassified from AOCI into
earnings                                          (20 )                   26                           358                           0        (4 )    

360


Other comprehensive income, net of
tax                                               650                     26                           772                          70        13      

1,531


Transfer of securities held to
maturity to available for sale, net
of tax(4)                                         724                    164                             0                           0         0     

888


AOCI as of December 31, 2019            $         935          $           0         $                 354         $              (107 )   $ (26 )   $ 1,156


_________

(1) Includes amounts related to cash flow hedges as well as the excluded

component of cross-currency swaps designated as fair value hedges.

(2) Includes other comprehensive loss of $49 million, gain of $150 million and

loss of $143 million for the years ended December 31, 2019, 2018 and 2017

respectively, from hedging instruments designated as net investment hedges.




(3)  In the first quarter of 2018, we made a one-time transfer of held to
     maturity securities with a carrying value of $9.0 billion to available for

sale as a result of our adoption of ASU No. 2017-12, Derivatives and Hedging

(Topic 815): Targeted Improvements to Accounting for Hedging Activities.

This transfer resulted in an after-tax gain of $82 million ($107 million


     pre-tax) to AOCI.


(4)  On December 31, 2019, we transferred our entire portfolio of held to
     maturity securities to available for sale in consideration of changes to
     regulatory capital requirements under the Tailoring Rules.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents amounts reclassified from each component of AOCI to
our consolidated statements of income for the years ended December 31, 2019,
2018 and 2017.
Table 10.3: Reclassifications from AOCI
(Dollars in
millions)                                                           Year Ended December 31,
AOCI Components       Affected Income Statement Line Item       2019           2018         2017
Securities
available for sale:
                      Non-interest income                   $      26       $   (209 )   $      65
                      Income tax provision                          6            (50 )          24
                      Net income                                   20           (159 )          41
Securities held to
maturity:(1)
                      Interest income                             (35 )          (53 )        (150 )
                      Income tax provision                         (9 )          (13 )         (53 )
                      Net income                                  (26 )          (40 )         (97 )
Hedging
relationships:
Interest rate
contracts:            Interest income                            (171 )          (91 )         145
Foreign exchange
contracts:            Interest income                              44             47            27
                      Interest expense                             (2 )            0             0
                      Non-interest income                        (341 )          191             1
                      Income from continuing operations
                      before income taxes                        (470 )          147           173
                      Income tax provision                       (112 )           35            65
                      Net income                                 (358 )          112           108
Other:
                      Non-interest income and
                      non-interest expense                          5              4             9
                      Income tax provision                          1              1             3
                      Net income                                    4              3             6
Total reclassifications                                     $    (360 )     $    (84 )   $      58


__________

(1) The amortization of unrealized holding gains or losses reported in AOCI for

securities held to maturity was largely offset by the amortization of the

premium or discount created from the prior transfer of securities from

available for sale to held to maturity, which occurred at fair value. On

December 31, 2019, we transferred our entire portfolio of held to maturity


     securities to available for sale.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below summarizes other comprehensive income (loss) activity and the related tax impact for the years ended December 31, 2019, 2018 and 2017. Table 10.4: Other Comprehensive Income (Loss)


                                                                  Year Ended December 31,
                                       2019                                 2018                                 2017
                         Before      Provision      After      Before     Provision     After      Before     Provision      After
(Dollars in millions)      Tax       (Benefit)       Tax        Tax       (Benefit)      Tax        Tax       (Benefit)       Tax
Other comprehensive
income (loss):
Net unrealized gains
(losses) on
securities available
for sale                $   855     $     205     $   650     $ (605 )   $    (146 )   $ (459 )   $   23     $       2     $    21
Net changes in
securities held to
maturity                     36            10          26        588           141        447        150            53          97
Net unrealized gains
(losses) on hedging
relationships             1,016           244         772        (98 )         (24 )      (74 )     (325 )        (122 )      (203 )
Foreign currency
translation
adjustments(1)               54           (16 )        70          9            48        (39 )        3           (81 )        84
Other                        17             4          13        (15 )          (4 )      (11 )       38            14          24
Other comprehensive
income (loss)           $ 1,978     $     447     $ 1,531     $ (121 )   $  

15 $ (136 ) $ (111 ) $ (134 ) $ 23

__________

(1) Includes the impact of hedging instruments designated as net investment


     hedges.






















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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11-REGULATORY AND CAPITAL ADEQUACY




Regulation and Capital Adequacy
Bank holding companies ("BHCs") and national banks are subject to capital
adequacy standards adopted by the Federal Reserve, Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation (collectively, the
"Federal Banking Agencies"), including the Basel III Capital Rule. Moreover, the
Banks, as insured depository institutions, are subject to prompt corrective
action ("PCA") capital regulations, which require the Federal Banking Agencies
to take prompt corrective action for banks that do not meet PCA capital
requirements.
We entered parallel run under the Basel III Advanced Approaches on January 1,
2015, during which we calculated capital ratios under both the Basel III
Standardized Approach and the Basel III Advanced Approaches, though we continued
to use the Standardized Approach for purposes of meeting regulatory capital
requirements.
In October 2019, the Federal Banking Agencies amended the Basel III Capital Rule
to provide for tailored application of certain capital requirements across
different categories of banking institutions ("Tailoring Rules"). As a bank
holding company ("BHC") with total consolidated assets of at least $250 billion
that does not exceed any of the applicable risk-based thresholds, we are a
Category III institution under the Tailoring Rules. As such, we are no longer
subject to the Basel III Advanced Approaches and certain associated capital
requirements, such as the requirement to include in regulatory capital certain
elements of AOCI.
Under the Basel III Capital Rule, our regulatory minimum risk-based and leverage
capital requirements include a common equity Tier 1 capital ratio of at least
4.5%, a Tier 1 capital ratio of at least 6.0%, a total capital ratio of at least
8.0%, a Tier 1 leverage capital ratio of at least 4.0%, and a supplementary
leverage ratio of 3.0%.
For additional information about the capital adequacy guidelines we are subject
to, see "Part I -Item 1. Business-Supervision and Regulation."


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a comparison of our regulatory capital amounts and
ratios under the Basel III Standardized Approach subject to the applicable
transition provisions, the regulatory minimum capital adequacy ratios and the
PCA well-capitalized level for each ratio,where applicable, as of December 31,
2019 and 2018.
Table 11.1: Capital Ratios Under Basel III(1)
                                           December 31, 2019                                    December 31, 2018
                                                     Minimum                                              Minimum
                             Capital     Capital     Capital        Well-         Capital     Capital     Capital        Well-
(Dollars in millions)        Amount       Ratio     Adequacy     Capitalized      Amount       Ratio     Adequacy     Capitalized
Capital One Financial
Corp:
Common equity Tier 1
capital(2)                 $  38,162       12.2 %      4.5 %          N/A   

$ 33,071 11.2 % 4.5 % N/A Tier 1 capital(3)

             43,015       13.7        6.0            6.0 %        37,431       12.7        6.0            6.0 %
Total capital(4)              50,348       16.1        8.0           10.0          44,645       15.1        8.0           10.0
Tier 1 leverage(5)            43,015       11.7        4.0            N/A          37,431       10.7        4.0            N/A
Supplementary
leverage(6)                   43,015        9.9        3.0            N/A          37,431        9.0        3.0            N/A
COBNA:
Common equity Tier 1
capital(2)                    17,883       16.1        4.5            6.5          16,378       15.3        4.5            6.5
Tier 1 capital(3)             17,883       16.1        6.0            8.0          16,378       15.3        6.0            8.0
Total capital(4)              20,109       18.1        8.0           10.0          18,788       17.6        8.0           10.0
Tier 1 leverage(5)            17,883       14.8        4.0            5.0          16,378       14.0        4.0            5.0
Supplementary
leverage(6)                   17,883       12.1        3.0            N/A          16,378       11.5        3.0            N/A
CONA:
Common equity Tier 1
capital(2)                    28,445       13.4        4.5            6.5          25,637       13.0        4.5            6.5
Tier 1 capital(3)             28,445       13.4        6.0            8.0          25,637       13.0        6.0            8.0
Total capital(4)              30,852       14.5        8.0           10.0          27,912       14.2        8.0           10.0
Tier 1 leverage(5)            28,445        9.2        4.0            5.0          25,637        9.1        4.0            5.0
Supplementary
leverage(6)                   28,445        8.2        3.0            N/A          25,637        8.0        3.0            N/A


__________

(1)  Capital requirements that are not applicable are denoted by "N/A."


(2)  Common equity Tier 1 capital ratio is a regulatory capital measure

calculated based on common equity Tier 1 capital divided by risk-weighted


     assets.


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


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


(5)  Tier 1 leverage ratio is a regulatory capital measure calculated based on
     Tier 1 capital divided by adjusted average assets.

(6) Supplementary leverage ratio is a regulatory capital measure calculated

based on Tier 1 capital divided by total leverage exposure.




We exceeded the minimum capital requirements and each of the Banks exceeded the
minimum regulatory requirements and were well-capitalized under PCA requirements
as of both December 31, 2019 and 2018.
Regulatory restrictions exist that limit the ability of the Banks to transfer
funds to our BHC. As of December 31, 2019, funds available for dividend payments
from COBNA and CONA were $3.3 billion and $4.7 billion, respectively. Applicable
provisions that may be contained in our borrowing agreements or the borrowing
agreements of our subsidiaries may limit our subsidiaries' ability to pay
dividends to us or our ability to pay dividends to our stockholders.
The Federal Reserve requires depository institutions to maintain certain cash
reserves against specified deposit liabilities. As of December 31, 2019 and
2018, our reserve requirements totaled $1.7 billion and $1.9 billion,
respectively.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12-EARNINGS PER COMMON SHARE




The following table sets forth the computation of basic and diluted earnings per
common share. Dividends and undistributed earnings allocated to participating
securities represent the undistributed earnings allocated to participating
securities using the two-class method permitted by U.S. GAAP for computing
earnings per share.
Table 12.1: Computation of Basic and Diluted Earnings per Common Share
                                                                Year Ended December 31,
(Dollars and shares in millions, except per share data)      2019        2018        2017
Income from continuing operations, net of tax              $ 5,533     $ 6,025     $ 2,117
Income (loss) from discontinued operations, net of tax          13         (10 )      (135 )
Net income                                                   5,546       6,015       1,982
Dividends and undistributed earnings allocated to              (41 )       (40 )       (13 )
participating securities
Preferred stock dividends                                     (282 )      (265 )      (265 )
Issuance cost for redeemed preferred stock                     (31 )         0           0
Net income available to common stockholders                $ 5,192     $ 

5,710 $ 1,704



Total weighted-average basic shares outstanding              467.6       479.9       484.2
Effect of dilutive securities:
Stock options                                                  1.3         1.6         2.5
Other contingently issuable shares                             1.0         1.1         1.2
Warrants(1)                                                    0.0         0.5         0.7
Total effect of dilutive securities                            2.3         3.2         4.4
Total weighted-average diluted shares outstanding            469.9       483.1       488.6
Basic earnings per common share:
Net income from continuing operations                      $ 11.07     $ 11.92     $  3.80
Income (loss) from discontinued operations                    0.03       (0.02 )     (0.28 )
Net income per basic common share                          $ 11.10     $ 11.90     $  3.52
Diluted earnings per common share:(2)
Net income from continuing operations                      $ 11.02     $ 11.84     $  3.76
Income (loss) from discontinued operations                    0.03       (0.02 )     (0.27 )
Net income per diluted common share                        $ 11.05     $ 

11.82 $ 3.49

__________

(1) Represents warrants issued as part of the U.S. Department of Treasury's


     Troubled Assets Relief Program which were either exercised or expired on
     November 14, 2018.

(2) Excluded from the computation of diluted earnings per share were 69 thousand

shares related to options with exercise price of $86.34, 56 thousand shares

related to options with an exercise price of $86.34 and 233 thousand shares

related to options with exercise prices ranging from $82.08 to $86.34 for

the years ended December 31, 2019, 2018 and 2017, respectively, because


     their inclusion would be anti-dilutive.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13-STOCK-BASED COMPENSATION PLANS




Stock Plans
We have one active stock-based compensation plan available for the issuance of
shares to employees, directors and third-party service providers (if
applicable). As of December 31, 2019, under the Amended and Restated 2004 Stock
Incentive plan ("2004 Plan"), we are authorized to issue 55 million common
shares in various forms, primarily share-settled restricted stock units
("RSUs"), performance share units ("PSUs"), and non-qualified stock options. Of
this amount, approximately 10 million shares remain available for future
issuance as of December 31, 2019. The 2004 Plan permits the use of newly issued
shares or treasury shares upon the settlement of options and stock-based
incentive awards, and we generally settle by issuing new shares.
We also issue cash-settled restricted stock units. These cash-settled units are
not counted against the common shares authorized for issuance or available for
issuance under the 2004 Plan. Cash-settled units vesting during 2019, 2018 and
2017 resulted in cash payments to associates of $15 million, $39 million and $42
million, respectively. There was no unrecognized compensation cost for unvested
cash-settled units as of December 31, 2019.
Total stock-based compensation expense recognized during 2019, 2018 and 2017 was
$239 million, $170 million and $244 million, respectively. The total income tax
benefit for stock-based compensation recognized during 2019, 2018 and 2017 was
$50 million, $34 million and $92 million, respectively.
In addition, we maintain an Associate Stock Purchase Plan ("Purchase Plan"),
which is a compensatory plan under the accounting guidance for stock-based
compensation. We recognized $25 million in compensation expense for 2019 and $23
million for both 2018 and 2017. We also maintain a Dividend Reinvestment and
Stock Purchase Plan ("DRP"), which allows participating stockholders to purchase
additional shares of our common stock through automatic reinvestment of
dividends or optional cash investments.
Restricted Stock Units and Performance Share Units
RSUs represent share-settled awards that do not contain performance conditions
and are granted to certain employees at no cost to the recipient. RSUs generally
vest over three years from the date of grant; however, some RSUs cliff vest on
or shortly after the first or third anniversary of the grant date. RSUs are
subject to forfeiture until certain restrictions have lapsed, including
continued employment for a specified period of time.
PSUs represent share-settled awards that contain performance conditions and are
granted to certain employees at no cost to the recipient. PSUs generally vest
over three years from the date of grant; however, some PSUs cliff vest on or
shortly after the third anniversary of the grant date. The number of PSUs that
step vest over three years can be reduced by 50% or 100% depending on whether
specific performance goals are met during the vesting period. The number of
three-year cliff vesting PSUs that will ultimately vest is contingent upon
meeting specific performance goals over a three-year period. These PSUs also
include an opportunity to receive from 0% to 150% of the target number of common
shares.
A recipient of an RSU or PSU is entitled to receive a share of common stock
after the applicable restrictions lapse and is generally entitled to receive
cash payments or additional shares of common stock equivalent to any dividends
paid on the underlying common stock during the period the RSU or PSU is
outstanding, but is not entitled to voting rights. Generally, the value of RSUs
and PSUs will equal the fair value of our common stock on the date of grant and
the expense is recognized over the vesting period. Certain PSUs have
discretionary vesting conditions and are remeasured at fair value each reporting
period.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a summary of 2019 activity for RSUs and PSUs. Table 13.1: Summary of Restricted Stock Units and Performance Share Units


                                                      Restricted Stock Units              Performance Share Units(1)
                                                                 Weighted-Average                     Weighted-Average
                                                                    Grant Date                           Grant Date
                                                                    Fair Value                           Fair Value
(Shares/units in thousands)                       Units              per Unit            Units            per Unit
Unvested as of January 1, 2019                     3,345       $             85.01      1,804       $            87.48
Granted(2)                                         1,965                     83.29      1,018                    78.18
Vested                                            (1,450 )                   82.94     (1,012 )                  73.68
Forfeited                                           (190 )                   88.22        (35 )                  90.47
Unvested as of December 31, 2019                   3,670       $             84.74      1,775       $            89.95


_________

(1) Granted and vested include adjustments for achievement of specific

performance goals for performance share units granted in prior periods.

(2) The weighted-average grant date fair value of RSUs was $100.73 and $86.20 in

2018 and 2017, respectively. The weighted-average grant date fair value of

PSUs was $100.65 and $82.48 in 2018 and 2017, respectively.




The total fair value of RSUs that vested during 2019, 2018 and 2017 was $122
million, $139 million and $110 million, respectively. The total fair value of
PSUs that vested during 2019, 2018 and 2017 was $82 million, $92 million and $90
million, respectively. As of December 31, 2019, the unrecognized compensation
expense related to unvested RSUs $157 million, which is expected to be amortized
over a weighted-average period of approximately 1.8 years; and the unrecognized
compensation related to unvested PSUs was $42 million, which is expected to be
amortized over a weighted-average period of approximately 1 year.
Stock Options
Stock options have a maximum contractual term of ten years. Generally, the
exercise price of stock options will equal the fair market value of our common
stock on the date of grant. Option vesting is determined at the time of grant
and may be subject to the achievement of any applicable performance conditions.
Options generally become exercisable over three years beginning on the first
anniversary of the date of grant; however, some option grants cliff vest on or
shortly after the first or third anniversary of the grant date.
The following table presents a summary of 2019 activity for stock options and
the balance of stock options exercisable as of December 31, 2019.
Table 13.2: Summary of Stock Options Activity
                                                                           Weighted-
                                                            Weighted-       Average
                                              Shares         Average       Remaining      Aggregate
(Shares in thousands, and intrinsic value   Subject to      Exercise      Contractual     Intrinsic
in millions)                                  Options         Price          Term           Value
Outstanding as of January 1, 2019               3,456     $     56.03
Granted                                             0            0.00
Exercised                                        (271 )         61.83
Forfeited                                           0            0.00
Expired                                             0            0.00
Outstanding as of December 31, 2019             3,185     $     55.54      2.81 years   $       151
Exercisable as of December 31, 2019             3,034     $     54.01      

2.60 years $ 148





There were no stock options granted in 2019 and 2018 and the weighted-average
fair value of stock options granted during 2017 was $21.48. The total intrinsic
value of stock options exercised during 2019, 2018 and 2017 was $10 million, $94
million and $92 million, respectively.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14-EMPLOYEE BENEFIT PLANS




Defined Contribution Plan
We sponsor a contributory Associate Savings Plan (the "Plan") in which all
full-time and part-time associates over the age of 18 are eligible to
participate. We make non-elective contributions to each eligible associates'
account and match a portion of associate contributions. We also sponsor a
voluntary non-qualified deferred compensation plan in which select groups of
employees are eligible to participate. We make contributions to this plan based
on participants' deferral of salary, bonuses and other eligible pay. In
addition, we match participants' excess compensation (compensation over the
Internal Revenue Service ("IRS") compensation limit) less deferrals. We
contributed a total of $316 million, $291 million and $282 million to these
plans during the years ended December 31, 2019, 2018 and 2017, respectively.
Defined Benefit Pension and Other Postretirement Benefit Plans
We sponsor a frozen qualified defined benefit pension plan and several
non-qualified defined benefit pension plans. We also sponsor a plan that
provides other postretirement benefits, including medical and life insurance
coverage. Our pension plans and the other postretirement benefit plan are valued
using December 31 as the measurement date each year. Our policy is to amortize
prior service amounts on a straight-line basis over the average remaining years
of service to full eligibility for benefits of active plan participants.
The following table sets forth, on an aggregated basis, changes in the benefit
obligation and plan assets, the funded status and how the funded status is
recognized on our consolidated balance sheets.
Table 14.1: Changes in Benefit Obligation and Plan Assets
                                                           Defined Pension  

Other Postretirement


                                                               Benefits                    Benefits
(Dollars in millions)                                      2019          2018         2019           2018
Change in benefit obligation:
Accumulated benefit obligation as of January 1,         $    157       $  178     $      29       $      35
Service cost                                                   1            1             0               0
Interest cost                                                  6            6             1               1
Benefits paid                                                (13 )        (15 )          (2 )            (2 )
Actuarial loss (gain)                                         14          (13 )          (1 )            (5 )
Accumulated benefit obligation as of December 31,       $    165       $  157     $      27       $      29
Change in plan assets:
Fair value of plan assets as of January 1,              $    218       $  246     $       6       $       6
Actual return on plan assets                                  48          (14 )           1               0
Employer contributions                                         1            1             1               2
Benefits paid                                                (13 )        (15 )          (2 )            (2 )
Fair value of plan assets as of December 31,            $    254       $  218     $       6       $       6
Over (under) funded status as of December 31,           $     89       $   61     $     (21 )     $     (23 )


                                                            Defined Pension           Other Postretirement
                                                                Benefits                    Benefits
(Dollars in millions)                                      2019          2018          2019           2018
Balance sheet presentation as of December 31,
Other assets                                            $    100       $    71     $       0       $       0
Other liabilities                                            (11 )         (10 )         (21 )           (23 )
Net amount recognized as of December 31,                $     89       $    61     $     (21 )     $     (23 )






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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net periodic benefit gain for our defined benefit pension plans and other
postretirement benefit plan totaled $10 million, $12 million and $8 million in
2019, 2018 and 2017, respectively. We recognized a pre-tax gain of $18 million
and $15 million in other comprehensive income for our defined benefit pension
plans and other postretirement benefit plan in 2019 and 2017, respectively,
compared to a pre-tax loss of $17 million in 2018.
Pre-tax amounts recognized in AOCI that have not yet been recognized as a
component of net periodic benefit cost consist of net actuarial loss of $41
million and $64 million for our defined benefit pension plans as of December 31,
2019 and 2018, respectively, and net actuarial gain of $4 million and $9 million
for our other postretirement benefit plan as of December 31, 2019 and 2018,
respectively. There was no meaningful prior service cost recognized in AOCI.
Plan Assets and Fair Value Measurement
Plan assets are invested using a total return investment approach whereby a mix
of equity securities and debt securities are used to preserve asset values,
diversify risk and enhance our ability to achieve our benchmark for long-term
investment return. Investment strategies and asset allocations are based on
careful consideration of plan liabilities, the plan's funded status and our
financial condition. Investment performance and asset allocation are measured
and monitored on a quarterly basis.
As of December 31, 2019 and 2018, our plan assets totaled $260 million and $224
million, respectively. We invested substantially all our plan assets in common
collective trusts, which primarily consist of domestic and international equity
securities, government securities and corporate and municipal bonds. Our plan
assets were classified as Level 2 in the fair value hierarchy as of December 31,
2019. In 2018, investments in common collective trusts were measured at net
asset value per share, or its equivalent, as a practical expedient and therefore
were not classified in the fair value hierarchy as of December 31, 2018. For
information on fair value measurements, including descriptions of Level 1, 2 and
3 of the fair value hierarchy and the valuation methods we utilize, see
"Note 16-Fair Value Measurement."
Expected Future Benefit Payments
As of December 31, 2019, the benefits expected to be paid in the next ten years
totaled $100 million for our defined pension benefit plans and $18 million for
our other postretirement benefit plan, respectively.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15-INCOME TAXES




We recognize the current and deferred tax consequences of all transactions that
have been recognized in the financial statements using the provisions of the
enacted tax laws. Current income tax expense represents our estimated taxes to
be paid or refunded for the current period and includes income tax expense
related to our uncertain tax positions, as well as tax-related interest and
penalties. Deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. We record valuation
allowances to reduce deferred tax assets to the amount that is more likely than
not to be realized. We record the effect of remeasuring deferred tax assets and
liabilities due to a change in tax rates or laws as a component of income tax
expense related to continuing operations for the period in which the change is
enacted. We subsequently release income tax effects stranded in AOCI using a
portfolio approach. Income tax benefits are recognized when, based on their
technical merits, they are more likely than not to be sustained upon
examination. The amount recognized is the largest amount of benefit that is more
likely than not to be realized upon settlement.
In the fourth quarter of 2018, we recognized a tax benefit of $284 million as a
result of an approval from the IRS related to a tax methodology change on
rewards costs. In the fourth quarter of 2017, we recorded charges of $1.8
billion associated with the impacts of the Tax Act, and there were no material
adjustments made to this amount during the measurement period which ended in
December 2018.
The following table presents significant components of the provision for income
taxes attributable to continuing operations for the years ended December 31,
2019, 2018 and 2017.
Table 15.1: Significant Components of the Provision for Income Taxes
Attributable to Continuing Operations
                                                Year Ended December 31,
(Dollars in millions)                        2019        2018        2017
Current income tax provision:
Federal taxes                              $ 1,207     $   210     $ 1,585
State taxes                                    301         234         223
International taxes                            129         135         133
Total current provision                    $ 1,637     $   579     $ 1,941
Deferred income tax provision (benefit):
Federal taxes                              $  (222 )   $   620     $ 1,509
State taxes                                    (45 )       115         (69 )
International taxes                            (29 )       (21 )        (6 )
Total deferred provision (benefit)            (296 )       714       1,434
Total income tax provision                 $ 1,341     $ 1,293     $ 3,375



The international income tax provision is related to pre-tax earnings from
foreign operations of approximately $215 million, $382 million and $410 million
in 2019, 2018 and 2017, respectively.
Total income tax provision does not reflect the tax effects of items that are
included in accumulated other comprehensive income, which include tax provisions
of $727 million and $15 million in 2019 and 2018, respectively, and a tax
benefit of $134 million in 2017. See "Note 10-Stockholders' Equity" for
additional information.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the reconciliation of the U.S. federal statutory income tax rate to the effective income tax rate applicable to income from continuing operations for the years ended December 31, 2019, 2018 and 2017. Table 15.2: Effective Income Tax Rate


                                                           Year Ended 

December 31,


                                                          2019        2018  

2017


Income tax at U.S. federal statutory tax rate            21.0  %     21.0  %   35.0  %
State taxes, net of federal benefit                       3.1         3.2   

2.2


Non-deductible expenses                                   1.6         2.2   

0.7

Affordable housing, new markets and other tax credits (5.2 ) (4.0 )

    (5.8 )
Tax-exempt interest and other nontaxable income          (0.8 )      (0.7 )    (1.5 )
IRS method changes                                        0.0        (3.9 )     0.0
Impacts of the Tax Act                                    0.0        (0.3 )    32.2
Other, net                                               (0.2 )       0.2      (1.3 )
Effective income tax rate                                19.5  %     17.7  %   61.5  %




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents significant components of our deferred tax assets
and liabilities as of December 31, 2019 and 2018. The valuation allowance below
represents the adjustment of certain state deferred tax assets and net operating
loss carryforwards to the amount we have determined is more likely than not to
be realized.
Table 15.3: Significant Components of Deferred Tax Assets and Liabilities
(Dollars in millions)                                           December 31, 2019     December 31, 2018
Deferred tax assets:
Allowance for loan and lease losses                            $           1,729     $           1,700
Rewards programs                                                             579                   500
Lease liabilities                                                            407                     0
Compensation and employee benefits                                           301                   167
Net operating loss and tax credit carryforwards                              284                   271
Partnership investments                                                      202                   162
Goodwill and intangibles                                                     161                   187
Unearned income                                                               95                   114
Net unrealized losses on derivatives                                           0                   135
Security and loan valuations(1)                                                0                   288
Other assets                                                                 142                   152
Subtotal                                                                   3,900                 3,676
Valuation allowance                                                         (223 )                (245 )
Total deferred tax assets                                                  3,677                 3,431
Deferred tax liabilities:
Original issue discount                                                      600                   720
Right-of-use assets                                                          393                     0
Security and loan valuations(1)                                              234                     0
Fixed assets and leases                                                      189                   204
Partnership investments                                                      147                   102
Loan fees and expenses                                                       100                    75
Net unrealized gains on derivatives                                           93                     0
Mortgage servicing rights                                                     55                    48
Other liabilities                                                            146                   137
Total deferred tax liabilities                                             1,957                 1,286
Net deferred tax assets                                        $           1,720     $           2,145


_________

(1) Amount includes the tax impact of our December 31, 2019 transfer of our

entire portfolio of held to maturity securities to available for sale.




Our federal net operating loss carryforwards were $31 million and less than $1
million as of December 31, 2019 and 2018, respectively. These operating loss
carryforwards were attributable to acquisitions and will expire from 2027 to
2037, however $12 million of these carryforwards do not have an
expiration. Under IRS rules, our ability to utilize these losses against future
income is limited. The net tax value of our state net operating loss
carryforwards were $237 million and $253 million as of December 31, 2019 and
2018, respectively, and they will expire from 2020 to 2038. Our foreign tax
credit carryforward was $40 million and $19 million as of December 31, 2019 and
2018, respectively. This carryforward will begin expiring in 2028.
We recognize accrued interest and penalties related to income taxes as a
component of income tax expense. We recognized $4 million, $6 million and $5
million of expense in 2019, 2018 and 2017, respectively.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the accrued balance of tax, interest and penalties
related to unrecognized tax benefits.
Table 15.4: Reconciliation of the Change in Unrecognized Tax Benefits
                                                         Gross            

Accrued Gross Tax,


                                                      Unrecognized     Interest and      Interest and
(Dollars in millions)                                 Tax Benefits       Penalties        Penalties
Balance as of January 1, 2017                        $         85     $        24       $        109
Additions for tax positions related to prior years              5               7                 12
Reductions for tax positions related to prior                  (4 )            (2 )               (6 )
years due to IRS and other settlements
Balance as of December 31, 2017                                86              29                115
Additions for tax positions related to the current             28               0                 28

year


Additions for tax positions related to prior years            402              25                427
Reductions for tax positions related to prior                 (76 )           (19 )              (95 )
years due to IRS and other settlements
Balance as of December 31, 2018                               440              35                475
Additions for tax positions related to the current             23              17                 40

year


Additions for tax positions related to prior years             12               4                 16
Reductions for tax positions related to prior                 (44 )           (25 )              (69 )
years due to IRS and other settlements
Balance as of December 31, 2019                      $        431     $        31       $        462
Portion of balance at December 31, 2019 that, if
recognized, would impact the effective income tax    $        164     $        24       $        188
rate



We are subject to examination by the IRS and other tax authorities in certain
countries and states in which we operate. The tax years subject to examination
vary by jurisdiction. During 2019, we entered into settlement agreements with
states that resolved our outstanding state disputes on the economic nexus issue
for prior tax years. We also continued to participate in the IRS Compliance
Assurance Process ("CAP") for our 2017, 2018 and 2019 federal income tax return
years, and have been accepted into CAP for 2020. The IRS review of our 2017
federal income tax return is substantially completed, with one issue remaining
open. We have proposed a resolution of this issue to the IRS and expect that the
issue and the tax year will be closed on an agreed basis during the first
quarter of 2020. The IRS review of our 2018 federal income tax return was
substantially completed prior to its filing in the fourth quarter of 2019, with
the IRS reserving a limited number of issues for further post-filing review that
is expected to be completed in 2020. As in prior years, we expect that the IRS
review of our 2019 federal income tax return will be substantially completed
prior to its filing in 2020.
It is reasonably possible that further adjustments to the Company's unrecognized
tax benefits may be made within 12 months of the reporting date as a result of
future judicial or regulatory interpretations of existing tax laws. At this
time, an estimate of the potential changes to the amount of unrecognized tax
benefits cannot be made.
The Tax Act required that all unremitted earnings of our subsidiaries operating
outside the U.S. were deemed to be repatriated as of December 31, 2017. As such,
a liability of $111 million was paid with our 2017 federal tax return for the
deemed repatriation of $1.5 billion of undistributed foreign earnings. Upon
repatriation of these earnings, there would be no additional U.S. federal income
taxes. In accordance with the guidance for income taxes in special areas, these
earnings are considered by management to be invested indefinitely, except for
the earnings of our Philippines subsidiary as we made distributions in 2019 and
expect to make distributions in the future.
As of December 31, 2019, U.S. income taxes of $69 million have not been provided
for approximately $287 million of previously acquired thrift bad debt reserves
created for tax purposes as of December 31, 1987. These amounts, acquired as a
result of previous mergers and acquisitions, are subject to recapture in the
unlikely event that CONA, as the successor to the merged and acquired entities,
makes distributions in excess of earnings and profits, redeems its stock or
liquidates.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16-FAIR VALUE MEASUREMENT




Fair value, also referred to as an exit price, is defined as the price that
would be received for an asset or paid to transfer a liability in an orderly
transaction between market participants on the measurement date. The fair value
accounting guidance provides a three-level fair value hierarchy for classifying
financial instruments. This hierarchy is based on the markets in which the
assets or liabilities trade and whether the inputs to the valuation techniques
used to measure fair value are observable or unobservable. The fair value
measurement of a financial asset or liability is assigned a level based on the
lowest level of any input that is significant to the fair value measurement in
its entirety. The three levels of the fair value hierarchy are described below:
           Valuation is based on quoted prices (unadjusted) in active markets for
Level 1:   identical assets or liabilities.
Level 2:   Valuation is based on observable market-based inputs other than Level 1
           prices, such as quoted prices for similar assets or liabilities, quoted
           prices in markets that are not active, or other inputs that are
           observable or can be corroborated by observable market data for
           substantially the full term of the assets or liabilities.

Level 3: Valuation is generated from techniques that use significant assumptions


           not observable in the market. Valuation techniques include

pricing


           models, discounted cash flow methodologies or similar 

techniques.




The accounting guidance for fair value measurements requires that we maximize
the use of observable inputs and minimize the use of unobservable inputs in
determining fair value. The accounting guidance provides for the irrevocable
option to elect, on a contract-by-contract basis, to measure certain financial
assets and liabilities at fair value at inception of the contract and record any
subsequent changes in fair value in earnings.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following describes the valuation techniques used in estimating the fair
value of our financial assets and liabilities recorded at fair value on a
recurring basis.
Investment Securities
Quoted prices in active markets are used to measure the fair value of U.S.
Treasury securities. For the majority of securities in other investment
categories, we utilize multiple vendor pricing services to obtain fair value
measurements. A waterfall of pricing vendors is determined in order of
preference. The determination of the top-ranked pricing vendor is made on an
annual basis as part of an assessment of the performance of pricing services
provided by the vendors. A pricing service may be considered as the preferred or
primary pricing provider depending on how closely aligned its prices are to
other vendor prices, and how consistent the prices are with other available
market information. The price of each security is confirmed by comparing with
other vendor prices before it is finalized.
RMBS and CMBS securities are generally classified as Level 2 or 3. When
significant assumptions are not consistently observable, fair values are derived
using the best available data. Such data may include quotes provided by dealers,
valuation from external pricing services, independent pricing models, or other
model-based valuation techniques, for example, calculation of the present values
of future cash flows incorporating assumptions such as benchmark yields,
spreads, prepayment speeds, credit ratings and losses. Generally, the pricing
services utilize observable market data to the extent available. Pricing models
may be used, which can vary by asset class and may also incorporate available
trade, bid and other market information. Across asset classes, information such
as trader/dealer inputs, credit spreads, forward curves and prepayment speeds
are used to help determine appropriate valuations. Because many fixed income
securities do not trade on a daily basis, the pricing models may apply available
information through processes such as benchmarking curves, grouping securities
based on their characteristics and using matrix pricing to prepare valuations.
In addition, model processes are used by the pricing services to develop
prepayment assumptions.
We validate the pricing obtained from the primary pricing providers through
comparison of pricing to additional sources, including other pricing services,
dealer pricing indications in transaction results and other internal sources.
Pricing variances among different pricing sources are analyzed. Additionally, on
an on-going basis, we request more detailed information from the valuation
vendors to understand the pricing methodology and assumptions used to value the
securities.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivative Assets and Liabilities
We use both exchange-traded and OTC derivatives to manage our interest rate and
foreign currency risk exposures. When quoted market prices are available and
used to value our exchange-traded derivatives, we classify them as Level 1.
However, predominantly all of our derivatives do not have readily available
quoted market prices. Therefore, we value most of our derivatives using
vendor-based valuation techniques. We primarily rely on market observable inputs
for our models, such as interest rate yield curves, credit curves, option
volatility and currency rates. These inputs can vary depending on the type of
derivatives and nature of the underlying rate, price or index upon which the
value of the derivative is based. We typically classify derivatives as Level 2
when significant inputs can be observed in a liquid market and the model itself
does not require significant judgment. When instruments are traded in less
liquid markets and significant inputs are unobservable, such as interest rate
swaps whose remaining terms do not correlate with market observable interest
rate yield curves, such derivatives are classified as Level 3. The impact of
credit risk valuation adjustments are considered when measuring the fair value
of derivative contracts in order to reflect the credit quality of the
counterparty and our own credit quality. Official internal pricing is compared
against additional pricing sources such as external valuation agents and other
internal sources. Pricing variances among different pricing sources are analyzed
and validated. These derivatives are included in other assets or other
liabilities on the consolidated balance sheets.
Loans Held for Sale
In our commercial business, we originate multifamily commercial real estate
loans with the intent to sell them to GSEs. Beginning in the fourth quarter of
2019, we elected the fair value option for such loans as part of our management
of interest rate risk in our multifamily agency business. These held for sale
loans are valued based on market observable inputs and are therefore classified
as Level 2. Unrealized gains and losses on these loans are recorded in other
non-interest income in our consolidated statements of income.
Retained Interests in Securitizations
We have retained interests in various mortgage securitizations from previous
acquisitions. Our retained interests primarily include interest-only bonds and
negative amortization bonds. We record these retained interests at fair value
using market indications and valuation models to calculate the present value of
future cash flows. The models incorporate various assumptions that market
participants use in estimating future cash flows including voluntary prepayment
rate, discount rate, default rate and loss severity. Due to the use of
significant unobservable inputs, retained interests in securitizations are
classified as Level 3 under the fair value hierarchy.
Deferred Compensation Plan Assets
We offer a voluntary non-qualified deferred compensation plan to eligible
associates. In addition to participant deferrals, we make contributions to the
plan. Participants invest these contributions in a variety of publicly traded
mutual funds. The plan assets, which consist of publicly traded mutual funds,
are classified as Level 1.
The determination of the leveling of financial instruments in the fair value
hierarchy is performed at the end of each reporting period. We consider all
available information, including observable market data, indications of market
liquidity and orderliness, and our understanding of the valuation techniques and
significant inputs. Based upon the specific facts and circumstances of each
instrument or instrument category, judgments are made regarding the significance
of the observable or unobservable inputs to the instruments' fair value
measurement in its entirety. If unobservable inputs are considered significant,
the instrument is classified as Level 3. The process for determining fair value
using unobservable inputs is generally more subjective and involves a high
degree of management judgment and assumptions.
The following table displays our assets and liabilities measured on our
consolidated balance sheets at fair value on a recurring basis as of
December 31, 2019 and 2018.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 16.1: Assets and Liabilities Measured at Fair Value on a Recurring Basis
                                                                               December 31, 2019
                                                     Fair Value Measurements Using
(Dollars in millions)                             Level 1            Level 2       Level 3      Netting Adjustments(1)       Total
Assets:
Securities available for sale:
U.S. Treasury securities                   $     4,124              $      0     $       0                        -        $  4,124
RMBS                                                 0                63,909           429                        -          64,338
CMBS                                                 0                 9,413            13                        -           9,426
Other securities                                   231                 1,094             0                        -           1,325
Total securities available for sale              4,355                74,416           442                        -          79,213
Loans held for sale                                  0                   251             0                        -             251
Other assets:
Derivative assets(2)                                84                 1,568            77     $               (633 )         1,096
Other(3)                                           344                     0            66                        -             410
Total assets                               $     4,783              $ 76,235     $     585     $               (633 )      $ 80,970
Liabilities:
Other liabilities:
Derivative liabilities(2)                  $        17              $  1,129     $      51     $               (523 )      $    674
Total liabilities                          $        17              $  1,129     $      51     $               (523 )      $    674


                                                                            December 31, 2018
                                                     Fair Value Measurements Using                   Netting
(Dollars in millions)                             Level 1            Level 2       Level 3       Adjustments(1)        Total
Assets:
Securities available for sale:
U.S. Treasury securities                   $     6,144              $      0     $       0                   -       $  6,144
RMBS                                                 0                33,212           433                   -         33,645
CMBS                                                 0                 4,729            10                   -          4,739
Other securities                                   219                 1,403             0                   -          1,622
Total securities available for sale              6,363                39,344           443                   -         46,150
Other assets:
Derivative assets(2)                                 0                 1,501            38     $        (1,079 )          460
Other(3)                                           265                     0           158                   -            423
Total assets                               $     6,628              $ 40,845     $     639     $        (1,079 )     $ 47,033
Liabilities:
Other liabilities:
Derivative liabilities(2)                  $         0              $  1,153     $      48     $          (287 )     $    914
Total liabilities                          $         0              $  1,153     $      48     $          (287 )     $    914


__________

(1) Represents balance sheet netting of derivative assets and liabilities, and

related payables and receivables for cash collateral held or placed with the

same counterparty. See "Note 9-Derivative Instruments and Hedging

Activities" for additional information.

(2) Does not reflect $12 million and $2 million recognized as a net valuation

allowance on derivative assets and liabilities for non-performance risk as

of December 31, 2019 and 2018, respectively. Non-performance risk is

included in derivative assets and liabilities, which are part of other

assets and liabilities on the consolidated balance sheets, and is offset

through non-interest income in the consolidated statements of income.

(3) As of December 31, 2019 and 2018, other includes retained interests in

securitizations of $66 million and $158 million, deferred compensation plan

assets of $343 million and $264 million, and equity securities of $1 million


     and $1 million, respectively.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 3 Recurring Fair Value Rollforward
The table below presents a reconciliation for all assets and liabilities
measured and recognized at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the years ended December 31, 2019, 2018 and
2017. Generally, transfers into Level 3 were primarily driven by the usage of
unobservable assumptions in the pricing of these financial instruments as
evidenced by wider pricing variations among pricing vendors and transfers out of
Level 3 were primarily driven by the usage of assumptions corroborated by market
observable information as evidenced by tighter pricing among multiple pricing
sources.
Table 16.2: Level 3 Recurring Fair Value Rollforward
                                                                                                 Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                                                                                       Year Ended December 31, 2019

                                                     Total Gains (Losses) (Realized/Unrealized)                                                                                                                              Net Unrealized Gains
                                                                                                                                                                                                                             (Losses) Included in
                                                                                                                                                                                                                            Net Income Related to
                                                           Included                                                                                                      Transfers      Transfers                           Assets and Liabilities
                         Balance, January 1,                in Net                                                                                                         Into          Out of       Balance, December        Still Held as of
(Dollars in millions)           2019                      Income(1)               Included in OCI       Purchases         Sales         Issuances       Settlements       Level 3        Level 3           31, 2019          December 31, 2019(1)
Securities available for sale:(2)
RMBS                    $          433           $         35                   $               5     $          0     $        0     $        0       $       (63 )   $       177     $    (158 )   $              429     $              34
CMBS                                10                      0                                   0                0              0              0                (2 )             5             0                     13                     0
Total securities
available for sale                 443                     35                                   5                0              0              0               (65 )           182          (158 )                  442                    34
Other assets:
Retained interests in
securitizations                    158                     18                                   0                0              0              0              (110 )             0             0                     66                   (19 )
Net derivative assets
(liabilities)(3)                   (10 )                    6                                   0                0              0            (16 )              52               0            (6 )                   26                     1


                                                                                           Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                                                                                Year Ended December 31, 2018

                                           Total Gains (Losses) (Realized/Unrealized)                                                                                                                             Net Unrealized Gains
                                                                                                                                                                                                                  (Losses) Included in
                                                                                                                                                                                                                  Net Income Related to
                                                                                                                                                                                                                       Assets and
                         Balance,             Included                                                                                                      Transfers      Transfers                                   Liabilities
(Dollars in             January 1,             in Net                                                                                                         Into          Out of       Balance, December 31,      Still Held as of
millions)                  2018              Income(1)                 Included in OCI         Purchases       Sales        Issuances      Settlements       Level 3        Level 3              2018             December 31, 2018(1)
Securities available for sale:
RMBS                  $        614     $             32             $             (8 )       $         0     $      0     $         0     $       (74 )   $       203     $    (334 )   $            433          $             28
CMBS                            14                    0                            0                   0            0               0              (4 )             0             0                   10                         0
Other securities                 5                    0                            0                   0            0               0              (5 )             0             0                    0                         0
Total securities
available for sale             633                   32                           (8 )                 0            0               0             (83 )           203          (334 )                443                        28
Other assets:
Consumer MSRs                   92                    3                            0                   0          (97 )             2               0               0             0                    0                         0
Retained interests
in securitizations             172                  (14 )                          0                   0            0               0               0               0             0                  158                       (14 )
Net derivative
assets
(liabilities)(3)                13                  (20 )                          0                   0            0              13             (17 )             0             1                  (10 )                     (20 )



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                   Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                                                                         Year Ended December 31, 2017


                                                 Total Gains (Losses)                                                                                                                              Net Unrealized Gains
                                                 (Realized/Unrealized)                                                                                                                             (Losses) Included in
                                                                                                                                                                                                   Net Income Related to
                                                                                                                                                                                                        Assets and
                         Balance,            Included                                                                                            Transfers      Transfers                               Liabilities
(Dollars in             January 1,            in Net                Included in                                                                    Into          Out of       Balance, December      Still Held as of
millions)                  2017              Income(1)                  OCI          Purchases       Sales       Issuances      Settlements       Level 3        Level 3          31, 2017         December 31, 2017(1)
Securities available for sale:
RMBS                  $        518     $            90             $       (24 )   $         0     $  (116 )   $         0     $       (92 )   $       572     $    (334 )   $             614     $             19
CMBS                            51                   0                       0             110         (50 )             0              (4 )             0           (93 )                  14                    0
Other securities                 9                   0                       0               0           0               0              (4 )             0             0                     5                    0
Total securities
available for sale             578                  90                     (24 )           110        (166 )             0            (100 )           572          (427 )                 633                   19
Other assets:
Consumer MSRs                   80                  (5 )                     0               0          (3 )            27              (7 )             0             0                    92                   (5 )
Retained interests
in securitizations             201                 (29 )                     0               0           0               0               0               0             0                   172                  (29 )
Net derivative
assets
(liabilities)(3)                18                   0                       0               0           0              46             (44 )             0            (7 )                  13                    0


__________

(1) Realized gains (losses) on securities available for sale are included in net


     securities gains (losses), and retained interests in securitizations are
     reported as a component of non-interest income in our consolidated
     statements of income. Gains (losses) on derivatives are included as a

component of net interest income or non-interest income in our consolidated

statements of income.

(2) Net unrealized losses included in other comprehensive income related to

Level 3 securities available for sale still held as of December 31, 2019

were $4 million.

(3) Includes derivative assets and liabilities of $77 million and $51 million,

respectively, as of December 31, 2019, $38 million and $48 million,

respectively, as of December 31, 2018, and $37 million and $24 million,

respectively as of December 31, 2017.




Significant Level 3 Fair Value Asset and Liability Inputs
Generally, uncertainties in fair value measurements of financial instruments,
such as changes in unobservable inputs, may have a significant impact on fair
value. Certain of these unobservable inputs will, in isolation, have a
directionally consistent impact on the fair value of the instrument for a given
change in that input. Alternatively, the fair value of the instrument may move
in an opposite direction for a given change in another input. In general, an
increase in the discount rate, default rates, loss severity and credit spreads,
in isolation, would result in a decrease in the fair value measurement. In
addition, an increase in default rates would generally be accompanied by a
decrease in recovery rates, slower prepayment rates and an increase in liquidity
spreads.
Techniques and Inputs for Level 3 Fair Value Measurements
The following table presents the significant unobservable inputs used to
determine the fair values of our Level 3 financial instruments on a recurring
basis. We utilize multiple vendor pricing services to obtain fair value for our
securities. Several of our vendor pricing services are only able to provide
unobservable input information for a limited number of securities due to
software licensing restrictions. Other vendor pricing services are able to
provide unobservable input information for all securities for which they provide
a valuation. As a result, the unobservable input information for the securities
available for sale presented below represents a composite summary of all
information we are able to obtain. The unobservable input information for all
other Level 3 financial instruments is based on the assumptions used in our
internal valuation models.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 16.3: Quantitative Information about Level 3 Fair Value Measurements


                                     Quantitative Information about Level 3 

Fair Value Measurements


                       Fair Value at       Significant              Significant
(Dollars in            December 31,         Valuation               Unobservable                          Weighted
millions)                  2019             Techniques                 Inputs                 Range      Average(1)
Securities
available for
sale:
RMBS                 $           429     Discounted cash    Yield                          2-18%         5%
                                         flows (vendor      Voluntary prepayment rate      0-18%         10%
                                         pricing)           Default rate                   1-6%          2%
                                                            Loss severity                  30-95%        67%
CMBS                              13     Discounted cash    Yield                          2-3%          2%
                                         flows (vendor
                                         pricing)
Other assets:
Retained interests                66     Discounted cash    Life of receivables (months)   35-51
in                                       flows              Voluntary prepayment rate      4-14%
securitizations(2)                                          Discount rate                  3-10%         N/A
                                                            Default rate                   2-3%
                                                            Loss severity                  74-88%
Net derivative                    26     Discounted cash    Swap rates                     2%            2%
assets                                   flows
(liabilities)


                                     Quantitative Information about Level 3 Fair Value Measurements

                       Fair Value at       Significant              Significant
(Dollars in             December 31,        Valuation               Unobservable                          Weighted
millions)                   2018            Techniques                 Inputs                 Range      Average(1)
Securities
available for sale:
RMBS                  $        433       Discounted cash    Yield                          3-11%         5%
                                         flows (vendor      Voluntary 

prepayment rate 0-17% 5%


                                         pricing)           Default rate                   0-7%          3%
                                                            Loss severity                  0-75%         65%
CMBS                            10       Discounted cash    Yield                          3%            3%
                                         flows (vendor
                                         pricing)
Other assets:
Retained interests             158       Discounted cash    Life of receivables (months)   3-56
in                                       flows              Voluntary prepayment rate      3-14%
securitizations(2)                                          Discount rate                  4-6%          N/A
                                                            Default rate                   2-4%
                                                            Loss severity                  50-104%
Net derivative                 (10 )     Discounted cash    Swap rates                     3%            3%
assets                                   flows
(liabilities)


__________

(1)  Weighted averages are calculated by using the product of the input
     multiplied by the relative fair value of the instruments.

(2) Due to the nature of the various mortgage securitization structures in which

we have retained interests, it is not meaningful to present a consolidated

weighted average for the significant unobservable inputs.




Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
We are required to measure and recognize certain assets at fair value on a
nonrecurring basis on the consolidated balance sheets. These assets are not
measured at fair value on an ongoing basis but are subject to fair value
adjustments in certain circumstances (for example, from the application of lower
of cost or fair value accounting or when we evaluate for impairment). The
following describes the valuation techniques used in estimating the fair value
of our financial assets and liabilities recorded at fair value on a nonrecurring
basis.
Net Loans Held for Investment
For loans held for investment that are recorded at fair value on our
consolidated balance sheets and measured on a nonrecurring basis, the fair value
is determined using appraisal values that are obtained from independent
appraisers, broker pricing opinions or other available market information,
adjusted for the estimated cost to sell. Due to the use of significant
unobservable inputs, these loans are classified as Level 3 under the fair value
hierarchy. Fair value adjustments for individually impaired collateralized loans
held for investment are recorded in provision for credit losses in the
consolidated statements of income.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loans Held for Sale
Loans held for sale for which we have not elected the fair value option are
carried at the lower of aggregate cost, net of deferred fees and deferred
origination costs, or fair value. These loans held for sale are valued based on
market observable inputs and are therefore classified as Level 2. Fair value
adjustments to these loans are recorded in other non-interest income in our
consolidated statements of income.
Other Assets
Other assets subject to nonrecurring fair value measurements include equity
investments accounted for under measurement alternative, other repossessed
assets and long-lived assets held for sale. These assets held for sale are
carried at the lower of the carrying amount or fair value less costs to sell.
The fair value is determined based on the appraisal value, listing price of the
property or collateral provided by independent appraisers, and is adjusted for
the estimated costs to sell. Due to the use of significant unobservable inputs,
these assets are classified as Level 3 under the fair value hierarchy. Fair
value adjustments for these assets are recorded in other non-interest expense in
the consolidated statements of income.
The following table presents the carrying value of the assets measured at fair
value on a nonrecurring basis and still held as of December 31, 2019 and 2018,
and for which a nonrecurring fair value measurement was recorded during the year
then ended.
Table 16.4: Nonrecurring Fair Value Measurements
                                           December 31, 2019
                               Estimated Fair Value Hierarchy
(Dollars in millions)               Level 2              Level 3     Total
Loans held for investment   $         0                 $    294    $  294
Other assets(1)                       0                      103       103
Total                       $         0                 $    397    $  397


                                           December 31, 2018
                               Estimated Fair Value Hierarchy
(Dollars in millions)               Level 2              Level 3     Total
Loans held for investment   $           0               $    129    $  129
Loans held for sale                    38                      0        38
Other assets(1)                         0                    100       100
Total                       $          38               $    229    $  267


__________

(1) As of December 31, 2019, other assets included equity investments accounted

for under the measurement alternative of $5 million, repossessed assets of


     $61 million and long-lived assets held for sale of $37 million. As of
     December 31, 2018, other assets included equity investments accounted for
     under the measurement alternative of $24 million, foreclosed property and

repossessed assets of $57 million and long-lived assets held for sale of $19

million.




In the above table, loans held for investment are generally valued based in part
on the estimated fair value of the underlying collateral and the non-recoverable
rate, which is considered to be a significant unobservable input. The
non-recoverable rate ranged from 0% to 50%, with a weighted average of 6%, and
from 0% to 84%, with a weighted average of 33%, as of December 31, 2019 and
2018, respectively. The weighted average non-recoverable rate is calculated
based on the estimated market value of the underlying collateral. The
significant unobservable inputs and related quantitative information related to
fair value of the other assets are not meaningful to disclose as they vary
significantly across properties and collateral.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents total nonrecurring fair value measurements for the
period, included in earnings, attributable to the change in fair value relating
to assets that are still held at December 31, 2019 and 2018.
Table 16.5: Nonrecurring Fair Value Measurements Included in Earnings
                                Total Gains (Losses)
                               Year Ended December 31,
(Dollars in millions)             2019            2018
Loans held for investment   $        (268 )     $   (85 )
Other assets(1)                       (76 )         (74 )
Total                       $        (344 )     $  (159 )


__________

(1) Other assets include fair value adjustments related to repossessed assets,

long-lived assets held for sale and equity investments accounted for under

the measurement alternative. Other assets also included foreclosed property

as of December 31, 2018.

Fair Value of Financial Instruments The following table presents the carrying value and estimated fair value, including the level within the fair value hierarchy, of our financial instruments that are not measured at fair value on a recurring basis on our consolidated balance sheets as of December 31, 2019 and 2018. Table 16.6: Fair Value of Financial Instruments

December 31, 2019


                                                  Carrying       Estimated             Estimated Fair Value Hierarchy
(Dollars in millions)                               Value        Fair Value          Level 1          Level 2       Level 3
Financial assets:
Cash and cash equivalents                        $  13,407     $     13,407     $       4,129        $  9,278     $       0
Restricted cash for securitization investors           342              342               342               0             0
Net loans held for investment                      258,601          258,696                 0               0       258,696
Loans held for sale                                    149              149                 0             149             0
Interest receivable                                  1,758            1,758                 0           1,758             0
Other investments(1)                                 1,638            1,638                 0           1,638             0
Financial liabilities:
Deposits with defined maturities                    44,958           45,225                 0          45,225             0
Securitized debt obligations                        17,808           17,941                 0          17,941             0
Senior and subordinated notes                       30,472           31,233                 0          31,233             0
Federal funds purchased and securities loaned
or sold under agreements to repurchase                 314              314                 0             314             0
Other borrowings(2)                                  7,000            7,001                 0           7,001             0
Interest payable                                       439              439                 0             439             0




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                              December 31, 2018
                                                  Carrying       Estimated             Estimated Fair Value Hierarchy
(Dollars in millions)                               Value        Fair Value          Level 1          Level 2       Level 3
Financial assets:
Cash and cash equivalents                        $  13,186     $     13,186     $       4,768        $  8,418     $       0
Restricted cash for securitization investors           303              303               303               0             0
Securities held to maturity                         36,771           36,619                 0          36,513           106
Net loans held for investment                      238,679          241,556                 0               0       241,556
Loans held for sale                                  1,192            1,218                 0           1,218             0
Interest receivable                                  1,614            1,614                 0           1,614             0
Other investments(1)                                 1,725            1,725                 0           1,725             0
Financial liabilities:
Deposits with defined maturities                    38,471           38,279                 0          38,279             0
Securitized debt obligations                        18,307           18,359                 0          18,359             0
Senior and subordinated notes                       30,826           30,635                 0          30,635             0
Federal funds purchased and securities loaned
or sold under agreements to repurchase                 352              352                 0             352             0
Other borrowings(2)                                  9,354            9,354                 0           9,354             0
Interest payable                                       458              458                 0             458             0


__________

(1) Other investments include FHLB and Federal Reserve stock. These investments


     are included in other assets on our consolidated balance sheets.


(2)  Other borrowings excludes finance lease liabilities.








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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17-BUSINESS SEGMENTS AND REVENUE FROM CONTRACTS WITH CUSTOMERS




Our principal operations are organized into three major business segments, which
are defined primarily based on the products and services provided or the types
of customers served: Credit Card, Consumer Banking and Commercial Banking. The
operations of acquired businesses have been integrated into our existing
business segments. Certain activities that are not part of a segment, such as
management of our corporate investment portfolio, asset/liability management by
our centralized Corporate Treasury group and residual tax expense or benefit to
arrive at the consolidated effective tax rate that is not assessed to our
primary business segments, are included in the Other category.
•    Credit Card: Consists of our domestic consumer and small business card

lending, and international card businesses in Canada and the United Kingdom.

• Consumer Banking: Consists of our deposit gathering and lending activities

for consumers and small businesses, and national auto lending.

• Commercial Banking: Consists of our lending, deposit gathering, capital

markets and treasury management services to commercial real estate and

commercial and industrial customers. Our commercial and industrial customers

typically include companies with annual revenues between $20 million and $2

billion.

• Other category: Includes the residual impact of the allocation of our

centralized Corporate Treasury group activities, such as management of our

corporate investment portfolio and asset/liability management, to our

business segments. Accordingly, net gains and losses on our investment

securities portfolio and certain trading activities are included in the

Other category. Other category also includes foreign exchange-rate

fluctuations on foreign currency-denominated transactions; unallocated

corporate expenses that do not directly support the operations of the

business segments or for which the business segments are not considered

financially accountable in evaluating their performance, such as certain

restructuring charges; certain material items that are non-recurring in

nature; offsets related to certain line-item reclassifications; and residual

tax expense or benefit to arrive at the consolidated effective tax rate that

is not assessed to our primary business segments.




Basis of Presentation
We report the results of each of our business segments on a continuing
operations basis. The results of our individual businesses reflect the manner in
which management evaluates performance and makes decisions about funding our
operations and allocating resources.
Business Segment Reporting Methodology
The results of our business segments are intended to present each segment as if
it were a stand-alone business. Our internal management and reporting process
used to derive our segment results employs various allocation methodologies,
including funds transfer pricing, to assign certain balance sheet assets,
deposits and other liabilities and their related revenue and expenses directly
or indirectly attributable to each business segment. Our funds transfer pricing
process provides a funds credit for sources of funds, such as deposits generated
by our Consumer Banking and Commercial Banking businesses, and a funds charge
for the use of funds by each segment. Due to the integrated nature of our
business segments, estimates and judgments have been made in allocating certain
revenue and expense items. Transactions between segments are based on specific
criteria or approximate third-party rates. We regularly assess the assumptions,
methodologies and reporting classifications used for segment reporting, which
may result in the implementation of refinements or changes in future periods.
The following is additional information on the principles and methodologies used
in preparing our business segment results.
•    Net interest income: Interest income from loans held for investment and
     interest expense from deposits and other interest-bearing liabilities are
     reflected within each applicable business segment. Because funding and

asset/liability management are managed centrally by our Corporate Treasury

group, net interest income for our business segments also includes the

results of a funds transfer pricing process that is intended to allocate a

cost of funds used or credit for funds provided to all business segment

assets and liabilities, respectively, using a matched funding concept. The

taxable-equivalent benefit of tax-exempt products is also allocated to each


     business unit with a corresponding increase in income tax expense.




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

•    Non-interest income: Non-interest fees and other revenue associated with

loans or customers managed by each business segment and other direct

revenues are accounted for within each business segment.

• Provision for credit losses: The provision for credit losses is directly


     attributable to the business segment in accordance with the loans each
     business segment manages.

• Non-interest expense: Non-interest expenses directly managed and incurred by

a business segment are accounted for within each business segment. We

allocate certain non-interest expenses indirectly incurred by business

segments, such as corporate support functions, to each business segment

based on various factors, including the actual cost of the services from the

service providers, the utilization of the services, the number of employees

or other relevant factors.

• Goodwill and intangible assets: Goodwill and intangible assets that are not

directly attributable to business segments are assigned to business segments

based on the relative fair value of each segment. Intangible amortization is

included in the results of the applicable segment.

• Income taxes: Income taxes are assessed for each business segment based on a

standard tax rate with the residual tax expense or benefit to arrive at the

consolidated effective tax rate included in the Other category.

• Loans held for investment: Loans are reported within each business segment


     based on product or customer type served by that business segment.


•    Deposits: Deposits are reported within each business segment based on
     product or customer type served by that business segment.


Segment Results and Reconciliation
We may periodically change our business segments or reclassify business segment
results based on modifications to our management reporting methodologies or
changes in organizational alignment. In the first quarter of 2019, we made a
change in how revenue is measured in our Commercial Banking business by revising
the allocation of tax benefits on certain tax-advantaged investments. As such,
2018 results have been recast to conform with the current period presentation.
The result of this measurement change reduced the previously reported total net
revenue in our Commercial Banking business by $108 million for the year ended
December 31, 2018, with an offsetting increase in the Other category. This
change in measurement of our Commercial Banking revenue did not have any impact
to the consolidated financial statements.
The following table presents our business segment results for the years ended
December 31, 2019, 2018 and 2017, selected balance sheet data as of December 31,
2019, 2018 and 2017, and a reconciliation of our total business segment results
to our reported consolidated income from continuing operations, loans held for
investment and deposits.
Table 17.1: Segment Results and Reconciliation
                                                              Year Ended December 31, 2019
                                         Credit       Consumer       Commercial                    Consolidated
(Dollars in millions)                     Card         Banking       Banking(1)      Other(1)         Total
Net interest income                    $  14,461     $   6,732     $      1,983     $    164     $       23,340
Non-interest income (loss)                 3,888           643              831         (109 )            5,253
Total net revenue                         18,349         7,375            2,814           55             28,593
Provision for credit losses                4,992           938              306            0              6,236
Non-interest expense                       9,271         4,091            1,699          422             15,483
Income (loss) from continuing
operations before income taxes             4,086         2,346              809         (367 )            6,874
Income tax provision (benefit)               959           547              188         (353 )            1,341
Income (loss) from continuing
operations, net of tax                 $   3,127     $   1,799     $        621     $    (14 )   $        5,533
Loans held for investment              $ 128,236     $  63,065     $     74,508     $      0     $      265,809
Deposits                                       0       213,099           32,134       17,464            262,697




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                 Year Ended December 31, 2018
                                         Credit       Consumer        Commercial                         Consolidated
(Dollars in millions)                     Card         Banking       Banking(1)(2)      Other(1)(2)         Total
Net interest income                    $  14,167     $   6,549     $         2,044     $       115     $       22,875
Non-interest income                        3,520           663                 744             274              5,201
Total net revenue                         17,687         7,212               2,788             389             28,076
Provision (benefit) for credit
losses                                     4,984           838                  83             (49 )            5,856
Non-interest expense                       8,542         4,027               1,654             679             14,902
Income (loss) from continuing
operations before income taxes             4,161         2,347               1,051            (241 )            7,318
Income tax provision (benefit)               970           547                 245            (469 )            1,293
Income from continuing operations,
net of tax                             $   3,191     $   1,800     $           806     $       228     $        6,025
Loans held for investment              $ 116,361     $  59,205     $        70,333     $         0     $      245,899
Deposits                                       0       198,607              29,480          21,677            249,764


                                                              Year Ended December 31, 2017
                                         Credit       Consumer       Commercial                    Consolidated
(Dollars in millions)                     Card         Banking       Banking(1)      Other(1)         Total
Net interest income                    $  13,648     $   6,380     $      2,261     $    171     $       22,460
Non-interest income (loss)                 3,325           749              708           (5 )            4,777
Total net revenue                         16,973         7,129            2,969          166             27,237
Provision for credit losses                6,066         1,180              301            4              7,551
Non-interest expense                       7,916         4,233            1,603          442             14,194
Income (loss) from continuing
operations before income taxes             2,991         1,716            1,065         (280 )            5,492
Income tax provision                       1,071           626              389        1,289              3,375
Income (loss) from continuing
operations, net of tax                 $   1,920     $   1,090     $        676     $ (1,569 )   $        2,117
Loans held for investment              $ 114,762     $  75,078     $     64,575     $     58     $      254,473
Deposits                                       0       185,842           33,938       23,922            243,702


__________

(1) Some of our commercial investments generate tax-exempt income, tax credits


     or other tax benefits. Accordingly, we present our Commercial Banking
     revenue and yields on a taxable-equivalent basis, calculated using the
     federal statutory tax rate (21% for 2019 and 2018 and 35% for 2017) and
     state taxes where applicable, with offsetting reductions to the Other
     category.

(2) In the first quarter of 2019, we made a change in how revenue is measured in

our Commercial Banking business by revising the allocation of tax benefits

on certain tax-advantaged investments. As such, 2018 results have been

recast to conform with the current period presentation. The result of this

measurement change reduced the previously reported total net revenue in our

Commercial Banking business by $108 million for the year ended December 31,

2018, with an offsetting increase in the Other category.




Revenue from Contracts with Customers
The majority of our revenue from contracts with customers consists of
interchange fees, service charges and other customer-related fees, and other
contract revenue. Interchange fees are primarily from our Credit Card business
and are recognized upon settlement with the interchange networks, net of rewards
earned by customers. Service charges and other customer-related fees within our
Consumer Banking business are primarily related to fees earned on consumer
deposit accounts for account maintenance and various transaction-based services
such as overdrafts and ATM usage. Service charges and other customer-related
fees within our Commercial Banking business are mostly related to fees earned on
treasury management and capital markets services. Other contract revenue in our
Credit Card business consists primarily of revenue from our partnership
arrangements. Other contract revenue in our Consumer Banking business consists
primarily of revenue earned on certain marketing and promotional events from our
auto dealers. Revenue from contracts with customers is included in non-interest
income in our consolidated statements of income.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents revenue from contracts with customers and a
reconciliation to non-interest income by business segment for the years ended
December 31, 2019 and 2018.
Table 17.2: Revenue from Contracts with Customers and Reconciliation to Segments
Result
                                                             Year Ended December 31, 2019
                                         Credit      Consumer       Commercial                    Consolidated
(Dollars in millions)                     Card        Banking       Banking(1)      Other(1)          Total
Contract revenue:
Interchange fees, net(2)               $  2,925     $     205     $         55     $      (6 )   $       3,179
Service charges and other
customer-related fees                         0           298              120            (1 )             417
Other                                       120           101                3             0               224
Total contract revenue                    3,045           604              178            (7 )           3,820
Revenue from other sources                  843            39              653          (102 )           1,433
Total non-interest income              $  3,888     $     643     $        831     $    (109 )   $       5,253


                                                             Year Ended December 31, 2018
                                         Credit      Consumer       Commercial                    Consolidated
(Dollars in millions)                     Card        Banking       Banking(1)      Other(1)          Total
Contract revenue:
Interchange fees, net(2)               $  2,609     $     185     $         33     $      (4 )   $       2,823
Service charges and other
customer-related fees                         0           367              123            (1 )             489
Other                                         8           109                2             0               119
Total contract revenue                    2,617           661              158            (5 )           3,431
Revenue from other sources                  903             2              586           279             1,770
Total non-interest income              $  3,520     $     663     $        

744 $ 274 $ 5,201

__________

(1) Some of our commercial investments generate tax-exempt income, tax credits

or other tax benefits. Accordingly, we present our Commercial Banking

revenue and yields on a taxable-equivalent basis, calculated using the

federal statutory tax rate of 21% and state taxes where applicable, with

offsetting reclassifications to the Other category.

(2) Interchange fees are presented net of customer reward expenses of $4.9

billion and $4.4 billion for the years ended December 31, 2019 and 2018,


     respectively.


















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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18-COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS




Commitments to Lend
Our unfunded lending commitments primarily consist of credit card lines, loan
commitments to customers of both our Commercial Banking and Consumer Banking
businesses, as well as standby and commercial letters of credit. These
commitments, other than credit card lines, are legally binding conditional
agreements that have fixed expirations or termination dates and specified
interest rates and purposes. The contractual amount of these commitments
represents the maximum possible credit risk to us should the counterparty draw
upon the commitment. We generally manage the potential risk of unfunded lending
commitments by limiting the total amount of arrangements, monitoring the size
and maturity structure of these portfolios, and applying the same credit
standards for all of our credit activities.
For unused credit card lines, we have not experienced and do not anticipate that
all of our customers will access their entire available line at any given point
in time. Commitments to extend credit other than credit card lines generally
require customers to maintain certain credit standards. Collateral requirements
and loan-to-value ("LTV") ratios are the same as those for funded transactions
and are established based on management's credit assessment of the customer.
These commitments may expire without being drawn upon; therefore, the total
commitment amount does not necessarily represent future funding requirements.
We also issue letters of credit, such as financial standby, performance standby
and commercial letters of credit, to meet the financing needs of our customers.
Standby letters of credit are conditional commitments issued by us to guarantee
the performance of a customer to a third party in a borrowing arrangement.
Commercial letters of credit are short-term commitments issued primarily to
facilitate trade finance activities for customers and are generally
collateralized by the goods being shipped to the customer. These collateral
requirements are similar to those for funded transactions and are established
based on management's credit assessment of the customer. Management conducts
regular reviews of all outstanding letters of credit and the results of these
reviews are considered in assessing the adequacy of reserves for unfunded
lending commitments.
The following table presents the contractual amount and carrying value of our
unfunded lending commitments as of December 31, 2019 and 2018. The carrying
value represents our reserve and deferred revenue on legally binding
commitments.
Table 18.1: Unfunded Lending Commitments
                                                    Contractual Amount                       Carrying Value
                                             December 31,        December 31,        December 31,        December 31,
(Dollars in millions)                            2019                2018                2019                2018
Credit card lines                          $       363,446     $      346,186               N/A                   N/A
Other loan commitments(1)                           36,454             34,449     $         110         $          95
Standby letters of credit and commercial
letters of credit(2)                                 1,574              1,792                27                    29

Total unfunded lending commitments $ 401,474 $ 382,427 $ 137 $ 124

__________

(1) Includes $1.6 billion and $1.3 billion of advised lines of credit as of

December 31, 2019 and 2018, respectively.

(2) These financial guarantees have expiration dates ranging from 2020 to 2022

as of December 31, 2019.




Loss Sharing Agreements
Within our Commercial Banking business, we originate multifamily commercial real
estate loans with the intent to sell them to the GSEs. We enter into loss
sharing agreements with the GSEs upon the sale of the loans. At inception, we
record a liability representing the fair value of our obligation which is
subsequently amortized as we are released from risk of payment under the loss
sharing agreement. If payment under the loss sharing agreement becomes probable
and estimable, an additional liability may be recorded on the consolidated
balance sheets and a non-interest expense may be recognized in the consolidated
statements of income. The liability recognized on our consolidated balance
sheets for these loss sharing agreements was $75 million and $59 million as of
December 31, 2019 and 2018, respectively.
See "Note 4-Allowance for Loan and Lease Losses and Reserve for Unfunded Lending
Commitments" for more information related to our credit card partnership loss
sharing arrangements.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

U.K. Payment Protection Insurance
In the U.K., we previously sold payment protection insurance ("PPI"). In
response to an elevated level of customer complaints across the industry,
heightened media coverage and pressure from consumer advocacy groups, the U.K.
Financial Conduct Authority ("FCA"), formerly the Financial Services Authority,
investigated and raised concerns about the way the industry has handled
complaints related to the sale of these insurance policies. For the past several
years, the U.K.'s Financial Ombudsman Service ("FOS") has been adjudicating
customer complaints relating to PPI, escalated to it by consumers who disagree
with the rejection of their complaint by firms, leading to customer remediation
payments by us and others within the industry. In August 2017, the FCA issued
final rules and guidance on the PPI complaints. This set the deadline for
complaints as August 29, 2019. It also provided clarity on how to handle PPI
complaints under s.140A of the Consumer Credit Act, including guidance on how
redress for such complaints should be calculated.
In determining our best estimate of incurred losses for future remediation
payments, management considers numerous factors, including (i) the number of
customer complaints or information requests still to be processed; (ii) our
expectation of upholding those complaints; (iii) the expected number of
complaints customers escalate to the FOS; (iv) our expectation of the FOS
upholding such escalated complaints; (v) the number of complaints that fall
under s.140A of the Consumer Credit Act; and (vi) the estimated remediation
payout to customers. We monitor these factors each quarter and adjust our
reserves to reflect the latest data.
Our U.K. PPI reserve totaled $188 million and $133 million as of December 31,
2019 and 2018, respectively. In 2019, we recorded an additional reserve build of
$212 million due to significantly elevated claims volume ahead of the August 29,
2019 claims submission deadline. Our best estimate of reasonably possible future
losses beyond our reserve as of December 31, 2019 is approximately $50 million.
Litigation
In accordance with the current accounting standards for loss contingencies, we
establish reserves for litigation-related matters that arise from the ordinary
course of our business activities when it is probable that a loss associated
with a claim or proceeding has been incurred and the amount of the loss can be
reasonably estimated. None of the amounts we currently have recorded
individually or in the aggregate are considered to be material to our financial
condition. Litigation claims and proceedings of all types are subject to many
uncertain factors that generally cannot be predicted with assurance. Below we
provide a description of potentially material legal proceedings and claims.
For some of the matters disclosed below, we are able to estimate reasonably
possible losses above existing reserves, and for other disclosed matters, such
an estimate is not possible at this time. For those matters below where an
estimate is possible, management currently estimates the reasonably possible
future losses beyond our reserves as of December 31, 2019 are approximately $1.1
billion. Our reserve and reasonably possible loss estimates involve considerable
judgment and reflect that there is still significant uncertainty regarding
numerous factors that may impact the ultimate loss levels. Notwithstanding our
attempt to estimate a reasonably possible range of loss beyond our current
accrual levels for some litigation matters based on current information, it is
possible that actual future losses will exceed both the current accrual level
and the range of reasonably possible losses disclosed here. Given the inherent
uncertainties involved in these matters, especially those involving governmental
agencies, and the very large or indeterminate damages sought in some of these
matters, there is significant uncertainty as to the ultimate liability we may
incur from these litigation matters and an adverse outcome in one or more of
these matters could be material to our results of operations or cash flows for
any particular reporting period.
Interchange
In 2005, a putative class of retail merchants filed antitrust lawsuits against
MasterCard and Visa and several issuing banks, including Capital One, seeking
both injunctive relief and monetary damages for an alleged conspiracy by
defendants to fix the level of interchange fees. Other merchants have asserted
similar claims in separate lawsuits, and while these separate cases did not name
any issuing banks, Visa, MasterCard and issuers, including Capital One, have
entered settlement and judgment sharing agreements allocating the liabilities of
any judgment or settlement arising from all interchange-related cases.
The lawsuits were consolidated before the U.S. District Court for the Eastern
District of New York for certain purposes and were settled in 2012. The class
settlement, however, was invalidated by the United States Court of Appeals for
the Second Circuit in June 2016, and the suit was bifurcated into separate class
actions seeking injunctive and monetary relief, respectively. In addition,
numerous merchant groups opted out of the 2012 settlement and have pursued their
own claims. The claims by the injunctive relief


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class have not been resolved, but the settlement of $5.5 billion for the
monetary damages class has received final approval from the trial court, and has
been appealed to the U.S. Court of Appeals for the Second Circuit. Visa and
MasterCard have also settled several of the opt-out cases, which required
non-material payments from issuing banks, including Capital One. Visa created a
litigation escrow account following its initial public offering of stock in 2008
that funds settlements for its member banks, and any settlements related to
MasterCard-allocated losses have either already been paid or are reflected in
our reserves.
Mortgage Representation and Warranty
We face residual exposure related to subsidiaries that originated residential
mortgage loans and sold these loans to various purchasers, including purchasers
who created securitization trusts. In connection with their sales of mortgage
loans, these subsidiaries entered into agreements containing varying
representations and warranties about, among other things, the ownership of the
loan, the validity of the lien securing the loan, the loan's compliance with any
applicable criteria established by the purchaser, including underwriting
guidelines and the existence of mortgage insurance, and the loan's compliance
with applicable federal, state and local laws. Each of these subsidiaries may be
required to repurchase mortgage loans or indemnify certain purchasers and others
against losses they incur in the event of certain breaches of these
representations and warranties.
The substantial majority of our representation and warranty exposure has been
resolved through litigation, and our remaining representation and warranty
exposure is almost entirely litigation-related. Accordingly, we establish
litigation reserves for representation and warranty losses that we consider to
be both probable and reasonably estimable. The reserve process relies heavily on
estimates, which are inherently uncertain, and requires the application of
judgment. Our reserves and estimates of reasonably possible losses could be
impacted by claims which may be brought by securitization trustees and sponsors,
bond-insurers, investors, and GSEs, as well as claims brought by governmental
agencies.
Anti-Money Laundering
In October 2018, we paid a civil monetary penalty of $100 million to resolve the
monetary component of a July 2015 Office of the Comptroller of the Currency
("OCC") consent order relating to our anti-money laundering ("AML") program. The
OCC lifted the AML consent order in November 2019.
The Department of Justice and the New York District Attorney's Office have
closed their investigations into certain former check casher clients of the
Commercial Banking business and our AML program. We are in discussions with the
Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of
Treasury to explore a potential regulatory resolution of its investigation into
our AML program, which could include a monetary penalty.
Cybersecurity Incident
As a result of the Cybersecurity Incident announced on July 29, 2019, we are
subject to numerous legal proceedings and other inquiries and could be the
subject of additional proceedings and inquiries in the future. Although it is
reasonably possible that we may incur losses associated with these legal
proceedings and other inquiries, it is not possible to estimate the amount or
range of possible losses, if any, at this time.
Consumer class actions. To date, we have been named as a defendant in
approximately 72 putative consumer class action cases (61 in U.S. federal courts
and 11 in Canadian courts) alleging harm from the Cybersecurity Incident and
seeking various remedies, including monetary and injunctive relief. The lawsuits
allege breach of contract, negligence, violations of various privacy laws and a
variety of other legal causes of action. On October 2, 2019, the U.S. consumer
class actions were consolidated for pretrial proceedings before a multi-district
litigation ("MDL") panel in the U.S. District Court for the Eastern District of
Virginia, Alexandria Division.
Securities class action. The Company and certain officers have also been named
as defendants in a putative class action pending in the MDL alleging violations
of certain federal securities laws in connection with statements and alleged
omissions in securities filings relating to our information security standards
and practices. The complaint seeks certification of a class of all persons who
purchased or otherwise acquired Capital One securities from July 23, 2015 to
July 29, 2019, as well as unspecified monetary damages, costs and other relief.
Governmental inquiries. We have received inquiries and requests for information
relating to the Cybersecurity Incident from Congress, federal banking
regulators, Canadian banking regulators, the Department of Justice and the
offices of approximately fourteen state Attorneys General. We are cooperating
with these offices and responding to their inquiries.


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Taxi Medallion Finance Investigations
We received a subpoena from the New York Attorney General's office in August
2019 and a subpoena from the U.S. Attorney's Office for the Southern District of
New York, Civil Division, in October 2019 relating to investigations of the taxi
medallion finance industry we exited beginning in 2015. The subpoenas seek,
among other things, information regarding our lending counterparties and
practices. We are cooperating with these investigations.
U.K. PPI Litigation
Some of the claimants in the U.K. PPI regulatory claims process described above
have initiated legal proceedings. The significant increase in PPI regulatory
claim volumes shortly before the August 29, 2019 claims submission deadline
increases the potential exposure for PPI-related litigation, which is not
subject to the August 29, 2019 deadline.
Other Pending and Threatened Litigation
In addition, we are commonly subject to various pending and threatened legal
actions relating to the conduct of our normal business activities. In the
opinion of management, the ultimate aggregate liability, if any, arising out of
all such other pending or threatened legal actions, is not expected to be
material to our consolidated financial position or our results of operations.


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NOTE 19-CAPITAL ONE FINANCIAL CORPORATION (PARENT COMPANY ONLY)




Financial Information
The following parent company only financial statements are prepared in
accordance with Regulation S-X of the U.S. Securities and Exchange Commission
("SEC").
Table 19.1: Parent Company Statements of Income
                                                                   Year Ended December 31,
(Dollars in millions)                                           2019        2018        2017
Interest income                                               $   442     $   313     $   178
Interest expense                                                  798         720         381
Dividends from subsidiaries                                     3,276       2,750         300
Non-interest income (loss)                                        (21 )        19          19
Non-interest expense                                               60          29          34
Income before income taxes and equity in undistributed          2,839       2,333          82
earnings of subsidiaries
Income tax benefit                                               (138 )      (128 )      (103 )
Equity in undistributed earnings of subsidiaries                2,569       3,554       1,797
Net income                                                      5,546       6,015       1,982
Other comprehensive income (loss), net of tax                   1,531        (136 )        23
Comprehensive income                                          $ 7,077     $ 5,879     $ 2,005


Table 19.2: Parent Company Balance Sheets


                                                                December 31,   December 31,
(Dollars in millions)                                               2019           2018
Assets:
Cash and cash equivalents                                       $   13,050     $    10,286
Investments in subsidiaries                                         61,626          58,154
Loans to subsidiaries                                                3,905           2,603
Securities available for sale                                          738             795
Other assets                                                         1,017           1,250
Total assets                                                    $   80,336     $    73,088

Liabilities:
Senior and subordinated notes                                   $   22,080     $    19,518
Borrowings from subsidiaries                                             0           1,671
Accrued expenses and other liabilities                                 245             231
Total liabilities                                                   22,325          21,420
Total stockholders' equity                                          58,011          51,668
Total liabilities and stockholders' equity                      $   80,336     $    73,088





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Table 19.3: Parent Company Statements of Cash Flows


                                                                   Year Ended December 31,
(Dollars in millions)                                           2019         2018        2017
Operating activities:
Net income                                                   $  5,546     $  6,015     $ 1,982
Adjustments to reconcile net income to net cash from
operating activities:
Equity in undistributed earnings of subsidiaries               (2,569 )     (3,554 )    (1,797 )
Other operating activities                                        216          (35 )       327
Net cash from operating activities                              3,193        2,426         512
Investing activities:
Changes in investments in subsidiaries                            704       

(577 ) (4,956 ) Proceeds from paydowns and maturities of securities available for sale

                                                111          140         130
Changes in loans to subsidiaries                               (1,302 )     (2,055 )        44
Net cash from investing activities                               (487 )     (2,492 )    (4,782 )
Financing activities:
Borrowings:
Changes in borrowings from subsidiaries                             0           38          23
Issuance of senior and subordinated notes                       2,646        5,227       6,948
Maturities and paydowns of senior and subordinated notes         (750 )          0        (804 )
Common stock:
Net proceeds from issuances                                       199          175         164
Dividends paid                                                   (753 )       (773 )      (780 )
Preferred stock:
Net proceeds from issuances                                     1,462            0           0
Dividends paid                                                   (282 )       (265 )      (265 )
Redemptions                                                    (1,000 )          0           0
Purchases of treasury stock                                    (1,481 )     (2,284 )      (240 )
Proceeds from share-based payment activities                       17           38         124
Net cash from financing activities                                 58        2,156       5,170
Changes in cash and cash equivalents                            2,764        2,090         900
Cash and cash equivalents, beginning of the period             10,286        8,196       7,296
Cash and cash equivalents, end of the period                 $ 13,050     $ 10,286     $ 8,196
Supplemental information:
Non-cash impact from the dissolution of wholly-owned
subsidiary
Decrease in investment in subsidiaries                       $  1,508     $      0     $     0
Decrease in borrowings from subsidiaries                        1,671            0           0






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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20-RELATED PARTY TRANSACTIONS




In the ordinary course of business, we may have loans issued to our executive
officers, directors and principal stockholders. Pursuant to our policy, such
loans are issued on the same terms as those prevailing at the time for
comparable loans to unrelated persons and do not involve more than the normal
risk of collectability.



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NOTE 21-BUSINESS DEVELOPMENTS




Business Developments
We regularly explore and evaluate opportunities to acquire financial services
and products as well as financial assets, including credit card and other loan
portfolios, and enter into strategic partnerships as part of our growth
strategy. In addition, we regularly consider the potential disposition of
certain of our assets, branches, partnership agreements or lines of business.
On September 24, 2019, we launched a new credit card issuance program with
Walmart Inc. ("Walmart") and are now the exclusive issuer of Walmart's cobrand
and private label credit card program in the U.S. On October 11, 2019, we
completed the acquisition of the existing portfolio of Walmart's cobrand and
private label credit card receivables. The acquisition was accounted for as an
asset acquisition and total cash consideration for the acquisition was $8.2
billion. On the date of acquisition, we recognized approximately $8.2 billion in
assets, primarily consisting of $8.1 billion in credit card receivables and $81
million of accrued interest. We recorded an initial allowance build of $84
million on the acquired loans. During 2019, we also recognized approximately
$211 million of launch and integration expense related to the Walmart
partnership. Results of the acquisition and partnership program are included
within our Credit Card segment.
In the second quarter of 2019, we made the decision to exit several small
partnership portfolios in our Credit Card business. We sold approximately $900
million of receivables and transferred approximately $100 million to loans held
for sale as of June 30, 2019, which resulted in a gain on sale of $49 million
recognized in other non-interest income and an allowance release of $68 million.
We also periodically initiate restructuring activities to support business
strategies and enhance our overall operational efficiency. These restructuring
activities have primarily consisted of exiting certain business locations and
activities as well as the realignment of resources supporting various
businesses. The charges incurred as a result of these restructuring activities
have primarily consisted of severance and related benefits pursuant to our
ongoing benefit programs, which are included in salaries and associate benefits
within non-interest expense in our consolidated statements of income, as well as
impairment of certain assets related to business locations and activities being
exited, which are generally included in occupancy and equipment within
non-interest expense. For the year ended December 31, 2019 and 2018, we
recognized restructuring charges of $28 million and $34 million, respectively,
which are reflected in the Other category of our business segment results.




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