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 2020 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" as well as the potential impacts of the
COVID-19 pandemic described in "Part I-Item 1.-Business-Overview-Coronavirus
Disease 2019 (COVID-19) Pandemic" 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, 2020
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, 2020 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




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EXECUTIVE SUMMARY AND BUSINESS OUTLOOK


Financial Highlights
We reported net income of $2.7 billion ($5.18 per diluted common share) on total
net revenue of $28.5 billion for 2020. In comparison, we reported net income of
$5.5 billion ($11.05 per diluted common share) on total net revenue of $28.6
billion for 2019, and net income of $6.0 billion ($11.82 per diluted common
share) on total net revenue of $28.1 billion for 2018.
Our common equity Tier 1 capital ratio as calculated under the Basel III
Standardized Approach was 13.7% and 12.2% as of December 31, 2020 and 2019,
respectively. See "MD&A-Capital Management" 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. During the first quarter of 2020, we repurchased
approximately $312 million of shares of our common stock under the 2019 Stock
Repurchase Program before suspending further repurchases on March 13, 2020 in
response to the COVID-19 pandemic through the program's expiration at the end of
the second quarter of 2020. On January 25, 2021, our Board of Directors
authorized the repurchase of up to $7.5 billion of shares of our common stock.
See "MD&A-Capital Management-Dividend Policy and Stock Purchases" for additional
information.
Below are additional highlights of our performance in 2020. These highlights are
based on a comparison between the results of 2020 and 2019, 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, 2020 compared to December 31, 2019. We provide a more detailed discussion of
our financial performance in the sections following this "Executive Summary and
Business Outlook."
Discussions of our performance in 2018 and comparisons between 2019 and 2018 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, 2019.
Total Company Performance
•Earnings: Our net income decreased by $2.8 billion to $2.7 billion in 2020
compared to 2019 primarily driven by:
•higher provision for credit losses driven by allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic;
•lower net interest income due to lower yields on average earning assets and
lower outstanding balances in Domestic Card, as well as higher interest-bearing
deposit balances, partially offset by the lower interest rate paid on
interest-bearing liabilities; and
•higher operating expenses driven by an increase in salaries and associate
benefits due to continued investment in technology and legal reserve builds.
These drivers were partially offset by:
•lower marketing expense driven by our decision to decrease marketing spend due
to the economic environment created by the COVID-19 pandemic
•higher non-interest income due to an unrealized valuation gain of $535 million
on our equity investment in Snowflake Inc.
•Loans Held for Investment:
•Period-end loans held for investment decreased by $14.2 billion to $251.6
billion as of December 31, 2020 from December 31, 2019 primarily due to a
decline in purchase volume and higher payment rates in Domestic Card driven by
the customer response to the COVID-19 pandemic and our decision to decrease
marketing spend due to the economic environment, partially offset by growth in
our auto and commercial loan portfolios.
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•Average loans held for investment increased by $5.9 billion to $253.3 billion
in 2020 compared to 2019 primarily driven by growth in our auto and commercial
loan portfolios and the Walmart portfolio acquired during the fourth quarter of
2019, partially offset by a decline in purchase volume and higher payments in
Domestic Card.
•Net Charge-Off and Delinquency Metrics: Our net charge-off rate decreased by 47
basis points to 2.06% in 2020 compared to 2019, primarily driven by strong
credit performance in Domestic Card due to consumer payment behavior and the
related impacts from government stimulus and the impact of short-term payment
extensions offered to affected auto borrowers in response to the COVID-19
pandemic.
Our 30+ day delinquency rate decreased by 113 basis points to 2.61% as of
December 31, 2020 from December 31, 2019 driven by strong credit performance in
Domestic Card due to consumer payment behavior and the related impact from
government stimulus, and short-term payment extensions offered to affected auto
borrowers in response to the COVID-19 pandemic.
•Allowance for Credit Losses: Our allowance for credit losses increased by $8.4
billion to $15.6 billion, and our allowance coverage ratio increased by 348
basis points to 6.19% as of December 31, 2020 from December 31, 2019, driven by
the allowance builds in the first and second quarters of 2020 from expectations
of economic worsening as a result of the COVID-19 pandemic as well as the
adoption of the CECL standard in the first quarter of 2020.
Business Outlook
We discuss in this Report 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 Report 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 2021
which will be separately reported as an adjusting item as it relates to the
Company's financial results.
The extent to which the COVID-19 pandemic ultimately impacts our business,
results of operations, and financial condition will depend on future
developments that are still uncertain and cannot be predicted, including the
scope and duration of the COVID-19 pandemic and actions taken by governmental
authorities and other third parties in response to the COVID-19 pandemic.
See "MD&A-Forward-Looking Statements" in this Report for more information on the
forward-looking statements and "Part I-Item 1A. Risk Factors" in this Report for
factors that could materially influence our results.
Business Segment Expectations
We expect that the Auto 30+ day delinquency rate and net charge-off rate will
increase as used car auction prices decrease from elevated levels and the
temporary favorable impact of our COVID-19 customer assistance program
diminishes.
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CONSOLIDATED RESULTS OF OPERATIONS


The section below provides a comparative discussion of our consolidated
financial performance for 2020 and 2019. We provide a discussion of our business
segment results in the following section, "MD&A-Business Segment Financial
Performance." This section should be read 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 interest income, including
certain fees, earned on our interest-earning assets and the interest expense
incurred on our interest-bearing liabilities. Our 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 2020, 2019 and 2018 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,
                                                                         2020                                                      2019                                                      2018
                                                                      Interest                                                   Interest            Average                               Interest            Average
                                                   Average            Income/          Average 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                                      $ 110,634          $  15,575                14.08  %       $ 114,256          $  17,688               15.48  %       $ 109,820          $  16,948               15.43  %
Consumer banking                                    66,299              5,551                 8.37             60,708              5,082                8.37             65,146              4,904                7.53
Commercial banking(2)                               77,968              2,438                 3.13             73,572              3,306                4.49             68,221              3,033                4.45
Other(3)                                                 -                510                      **              16               (214)                    **             184               (157)                    **
Total loans, including loans held for sale         254,901             24,074                 9.44            248,552             25,862               10.41            243,371             24,728               10.16
Investment securities                               87,222              1,877                 2.15             81,467              2,411                2.96             79,224              2,211                2.79
Cash equivalents and other
interest-earning assets                             36,239                 82                 0.23             11,491                240                2.08             10,143                237                2.33
Total interest-earning assets                      378,362             26,033                 6.88            341,510             28,513                8.35            332,738             27,176                8.17
Cash and due from banks                              4,839                                                      4,300                                                     3,877
Allowance for credit losses                        (14,382)                                                    (7,176)                                                   (7,404)
Premises and equipment, net                          4,334                                                      4,289                                                     4,163
Other assets                                        38,034                                                     32,001                                                    29,662
Total assets                                     $ 411,187                                                  $ 374,924                                                 $ 363,036
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing deposits                        $ 263,279          $   2,165                 0.82  %       $ 231,609          $   3,420                1.48  %       $ 221,760          $   2,598                1.17  %
Securitized debt obligations                        15,533                232                 1.49             18,020                523                2.90             19,014                496                2.61
Senior and subordinated notes                       29,621                679                 2.29             30,821              1,159                3.76             31,295              1,125                3.60
Other borrowings and liabilities                     2,882                 44                 1.55              3,369                 71                2.12              4,028                 82                2.04
Total interest-bearing liabilities                 311,315              3,120                 1.00            283,819              5,173                1.82            276,097              4,301                1.56
Non-interest-bearing deposits                       27,556                                                     23,456                                                    25,357
Other liabilities                                   14,115                                                     11,959                                                    11,390
Total liabilities                                  352,986                                                    319,234                                                   312,844
Stockholders' equity                                58,201                                                     55,690                                                    50,192
Total liabilities and stockholders' equity       $ 411,187                                                  $ 374,924                                                 $ 363,036
Net interest income/spread                                          $  22,913                 5.88                             $  23,340                6.53                             $  22,875                6.61
Impact of non-interest-bearing funding                                                        0.18                                                      0.30                                                      0.26
Net interest margin                                                                           6.06  %                                                   6.83  %                                                   6.87  %


__________
(1)Past due fees included in interest income totaled approximately $1.3 billion
for 2020 and $1.7 billion for 2019 and 2018.
(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
all periods presented) 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 $81 million for 2020 and $82 million for 2019 and 2018, with
corresponding reductions to the Other category.
(3)Interest income/expense of Other represents the impact of hedge accounting on
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 decreased by $427 million to $22.9 billion in 2020 compared
to 2019 primarily driven by lower yields on average earning assets and lower
outstanding balances in Domestic Card, as well as higher interest-bearing
deposit balances, partially offset by the lower interest rate paid on
interest-bearing liabilities.
Net interest margin decreased by 77 basis points to 6.06% in 2020 compared to
2019 primarily driven by a shift in our asset mix with cash balances
representing a greater proportion of total average interest-earning assets, and
lower interest rates received on interest-earning assets, partially offset by
the lower interest rate paid on interest-bearing deposits.
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)
                                                                        2020 vs. 2019                                          2019 vs. 2018
                                                           Total
(Dollars in millions)                                     Variance          Volume            Rate             Total Variance          Volume           Rate
Interest income:
Loans:
Credit card                                             $  (2,113)         $ (547)         $ (1,566)         $           740          $  687          $   53
Consumer banking                                              469             468                 1                      178            (334)            512
Commercial banking(2)                                        (868)            137            (1,005)                     273             240              33
Other(3)                                                      724               -               724                      (57)             50            (107)
Total loans, including loans held for sale                 (1,788)             58            (1,846)                   1,134             643             491
Investment securities                                        (534)            124              (658)                     200              64             136
Cash equivalents and other interest-earning                  (158)             56              (214)                       3              28             (25)
assets
Total interest income                                      (2,480)            238            (2,718)                   1,337             735             602
Interest expense:
Interest-bearing deposits                                  (1,255)            259            (1,514)                     822             120             702
Securitized debt obligations                                 (291)            (63)             (228)                      27             (26)             53
Senior and subordinated notes                                (480)            (43)             (437)                      34             (17)             51
Other borrowings and liabilities                              (27)             (9)              (18)                     (11)            (14)              3
Total interest expense                                     (2,053)            144            (2,197)                     872              63             809
Net interest income                                     $    (427)         $   94          $   (521)         $           465          $  672          $ (207)


__________
(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
all periods presented) and state taxes where applicable, with offsetting
reductions to the Other category.
(3)Interest income/expense of Other represents the impact of hedge accounting on
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 2020, 2019 and 2018.
Table 3: Non-Interest Income
                                                                  Year Ended December 31,
(Dollars in millions)                                                       2020         2019         2018
Interchange fees, net                                                     $ 3,017      $ 3,179      $ 2,823
Service charges and other customer-related fees                             1,243        1,330        1,585
Net securities gains (losses)                                                  25           26         (209)
Other non-interest income:(1)
Mortgage banking revenue                                                      249          165          661
Treasury and other investment income                                          701          193           49
Other                                                                         375          360          292
Total other non-interest income                                             1,325          718        1,002
Total non-interest income                                                 $ 

5,610 $ 5,253 $ 5,201

________


(1)Includes gains of $45 million, $61 million and losses of $15 million on
deferred compensation plan investments in 2020, 2019 and 2018, respectively.
Non-interest income increased by $357 million to $5.6 billion in 2020 compared
to 2019 primarily driven by a gain of $535 million on our equity investment in
Snowflake Inc., partially offset by lower net interchange fees from a decline in
purchase volume.
Provision for Credit Losses
Our provision for credit losses in each period is driven by changes to the
allowance for credit losses including the impact of net charge-offs and changes
to the reserve for unfunded lending commitments. Beginning in the first quarter
of 2020, our allowance for credit losses and reserve for unfunded lending
commitments are measured under the CECL standard. We recorded a provision for
credit losses of $10.3 billion, $6.2 billion and $5.9 billion in 2020, 2019 and
2018, respectively. The provision for credit losses as a percentage of net
interest income was 44.8%, 26.7% and 25.6% in 2020, 2019 and 2018, respectively.
Our provision for credit losses increased by $4.0 billion to $10.3 billion in
2020 compared to 2019 primarily driven by allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic.
We provide additional information on the provision for credit losses and changes
in the allowance for credit losses within "MD&A-Credit Risk Profile" and
"Note 4-Allowance for Credit 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 2020, 2019 and 2018.
Table 4: Non-Interest Expense
                                                                   Year Ended December 31,
(Dollars in millions)                                                       2020          2019          2018
Salaries and associate benefits(1)                                       $  6,805      $  6,388      $  5,727
Occupancy and equipment                                                     2,118         2,098         2,118
Marketing                                                                   1,610         2,274         2,174
Professional services                                                       1,312         1,237         1,145
Communications and data processing                                          1,215         1,290         1,260
Amortization of intangibles                                                    60           112           174
Other non-interest expense:
Bankcard, regulatory and other fee assessments                                267           362           490
Collections                                                                   323           400           413
Fraud losses                                                                  261           383           364
Other(2)                                                                    1,085           939         1,037
Total other non-interest expense                                            1,936         2,084         2,304
Total non-interest expense                                               $ 

15,056 $ 15,483 $ 14,902

_________


(1)Includes expenses of $45 million, $61 million and a benefit of $15 million
related to our deferred compensation plan in 2020, 2019, and 2018, respectively.
These amounts have corresponding offsets in other non-interest income.
(2)Includes legal reserve builds of $313 million and net Cybersecurity Incident
expenses of $27 million in 2020.
Non-interest expense decreased by $427 million to $15.1 billion in 2020 compared
to 2019 primarily driven by lower marketing expense, partly offset by increases
in salaries and associate benefits due to continued investment in technology.
Income Taxes
We recorded income tax provisions of $486 million (15.2% effective income tax
rate), $1.3 billion (19.5% effective income tax rate) and $1.3 billion (17.7%
effective income tax rate) in 2020, 2019 and 2018, respectively. Our effective
tax rate on income from continuing operations varies between periods due, in
part, to the impact of changes in pre-tax income and changes in tax credits,
tax-exempt income and non-deductible expenses relative to our pre-tax earnings.
We recorded discrete tax benefits of $22 million in 2020, $19 million in 2019
and $318 million in 2018 primarily driven by a benefit of $284 million related
to a tax methodology change on rewards costs.
The decrease in our effective tax rate in 2020 compared to 2019 was primarily
due to a decrease in our pre-tax earnings and the proportional impact of credits
from tax advantaged investments.
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 $31.2 billion to $421.6 billion as of December 31,
2020 from December 31, 2019 primarily driven by an increase in our cash balances
from deposit growth due to increased consumer savings aided by the impact of
government stimulus as well as growth in our investment securities portfolio due
to our elevated cash position, partially offset by a decline in loan balances.
Total liabilities increased by $29.0 billion to $361.4 billion as of December
31, 2020 from December 31, 2019 primarily driven by deposit growth from
increased consumer savings aided by the impact of government stimulus.
Stockholders' equity increased by $2.2 billion to $60.2 billion as of December
31, 2020 from December 31, 2019 primarily due to our net income of $2.7 billion
and changes in accumulated other comprehensive income of $2.3 billion from
investment valuation gains, partially offset by the cumulative effect from the
adoption of the CECL standard and dividend payments to our stockholders.
The following is a discussion of material changes in the major components of our
assets and liabilities during 2020. 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 of the following: U.S.
government-sponsored enterprise or agency ("Agency") and non-agency residential
mortgage-backed securities ("RMBS"), Agency commercial mortgage-backed
securities ("CMBS"), U.S. Treasury securities 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 Agency and U.S. Treasury securities
represented 96% of our total investment securities portfolio, as of both
December 31, 2020 and 2019.
The fair value of our available for sale securities portfolio increased by $21.2
billion to $100.4 billion as of December 31, 2020 from December 31, 2019,
primarily driven by net purchases. See "Note 2-Investment Securities" for more
information.
Table 5 presents the amortized cost and fair value for the major security types
in our available for sale securities portfolio as of December 31, 2020, 2019 and
2018.
Table 5: Investment Securities
                                                                                        December 31,
                                                       2020                                  2019                                 2018
                                           Amortized             Fair            Amortized            Fair            Amortized            Fair
(Dollars in millions)                         Cost              Value               Cost              Value              Cost              Value
Investment securities available for
sale:
U.S. Treasury securities                  $   9,302          $   9,318          $   4,122          $  4,124          $   6,146          $  6,144
RMBS:
Agency                                       73,248             75,466             62,003            62,839             32,710            31,903
Non-agency                                    1,035              1,237              1,235             1,499              1,440             1,742
Total RMBS                                   74,283             76,703             63,238            64,338             34,150            33,645
Agency CMBS                                  11,298             11,735              9,303             9,426              4,806             4,739
Other securities(1)                           2,686              2,689              1,321             1,325              1,626             1,622
Total investment securities               $  97,569          $ 100,445          $  77,984          $ 79,213          $  46,728          $ 46,150
available for sale


__________

(1)Includes $1.8 billion, $117 million and $260 million of asset-backed securities as of December 31, 2020, 2019 and 2018, respectively. The remaining amount is primarily comprised of supranational bonds and foreign government bonds.


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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 credit losses
and net loan balance as of December 31, 2020 and 2019.
Table 6: Loans Held for Investment
                                       December 31, 2020                            December 31, 2019
(Dollars in millions)         Loans        Allowance      Net Loans        Loans        Allowance       Net Loans
Credit Card                $ 106,956      $  11,191      $  95,765      $ 128,236      $    5,395      $ 122,841
Consumer Banking              68,888          2,715         66,173         63,065           1,038         62,027
Commercial Banking            75,780          1,658         74,122         74,508             775         73,733
Total                      $ 251,624      $  15,564      $ 236,060      $ 265,809      $    7,208      $ 258,601


Loans held for investment decreased by $14.2 billion to $251.6 billion as of
December 31, 2020 from December 31, 2019 primarily due to a decline in purchase
volume and higher payment rates in Domestic Card driven by the customer response
to the COVID-19 pandemic and our decision to decrease marketing spend due to the
economic environment, partially offset by growth in our auto and commercial 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 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 Federal Home Loan Banks ("FHLB") advances secured by certain
portions of our loan and securities portfolios.
Table 7 provides the composition of our primary sources of funding as of
December 31, 2020 and 2019.
Table 7: Funding Sources Composition
                                                                        December 31, 2020                           December 31, 2019
(Dollars in millions)                                            Amount              % of Total              Amount              % of Total
Deposits:
Consumer Banking                                              $  249,815                      72  %       $  213,099                      67  %
Commercial Banking                                                39,590                      11              32,134                      10
Other(1)                                                          16,037                       5              17,464                       5
Total deposits                                                   305,442                      88             262,697                      82
Securitized debt obligations                                      12,414                       4              17,808                       6
Other debt                                                        28,125                       8              37,889                      12
Total funding sources                                         $  345,981                     100  %       $  318,394                     100  %


__________
(1)Includes brokered deposits of $15.0 billion and $16.7 billion as of December
31, 2020 and 2019, respectively.
Total deposits increased by $42.7 billion to $305.4 billion as of December 31,
2020 from December 31, 2019 primarily driven by deposit growth from increased
consumer savings aided by the impact of government stimulus.
Securitized debt obligations decreased by $5.4 billion to $12.4 billion as of
December 31, 2020 from December 31, 2019 primarily driven by net maturities in
our credit card securitization program.
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Other debt decreased by $9.8 billion to $28.1 billion as of December 31, 2020
from December 31, 2019 primarily driven by maturities of our short-term FHLB
advances and the repurchase of a portion of our senior unsecured debt.
We provide additional information on our funding sources in "MD&A-Liquidity Risk
Profile" and "Note 8-Deposits and Borrowings."
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 $3.3 billion as of December 31, 2020, an increase of
$1.6 billion from December 31, 2019. The increase in our net deferred tax assets
was primarily driven by the increase in the allowance for credit losses due to
expectations of economic worsening as a result of the COVID-19 pandemic as well
as the adoption of the CECL standard in the first quarter of 2020.
We recorded valuation allowances of $296 million and $223 million as of December
31, 2020 and 2019, respectively. 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 or managed as a part of our existing business segments. Certain
activities are not part of a segment, such as management of our corporate
investment portfolio, asset/liability management by our centralized Corporate
Treasury group and calculation of our 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
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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 business. 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 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, 2020,
2019 and 2018 and provide a comparative discussion of these results for 2020 and
2019, as well as changes in our financial condition and credit performance
metrics as of December 31, 2020 compared to December 31, 2019. 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 (loss) from continuing operations, for the years ended
December 31, 2020, 2019 and 2018. 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,
                                                              2020                                                                     2019                                                                      2018
                                         Total Net                           Net Income                           Total Net                           Net Income                           Total Net
                                        Revenue(1)                           (Loss)(2)                           Revenue(1)                           (Loss)(2)                           Revenue(1)                          Net Income(2)
                                                     % of                                 % of                                % of                                 % of                                % of                                   % of
(Dollars in millions)             Amount            Total             Amount             Total             Amount            Total             Amount             Total             Amount            Total              Amount              Total
Credit Card                    $  17,599               62  %       $    1,361               50  %       $  18,349               64  %       $    3,127               57  %       $  17,687               63  %       $      3,191               53  %
Consumer Banking                   7,704               27               1,367               51              7,375               26               1,799               32              7,212               26                 1,800               30
Commercial Banking(3)              2,971               10                  65                2              2,814               10                 621               11              2,788               10                   806               13
Other(3)                             249                1                 (76)              (3)                55                -                 (14)               -                389                1                   228                4
Total                          $  28,523              100  %       $    2,717              100  %       $  28,593              100  %       $    5,533              100  %       $  28,076              100  %       $      6,025              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 (loss) 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 of (21% for all periods presented) and state taxes where applicable, with
offsetting reductions to 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 $1.4
billion, $3.1 billion and $3.2 billion in 2020, 2019 and 2018, 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)                                        2020                2019                 2018               2020 vs. 2019           2019 vs. 2018
Selected income statement data:
Net interest income                                                       $   13,776          $   14,461          $  14,167                         (5)   %               2    %
Non-interest income                                                            3,823               3,888              3,520                         (2)                  10
Total net revenue(1)                                                          17,599              18,349             17,687                         (4)                   4
Provision for credit losses                                                    7,327               4,992              4,984                         47                    -
Non-interest expense                                                           8,491               9,271              8,542                         (8)                   9
Income from continuing operations before income                                                                                                    (56)                  (2)
taxes                                                                          1,781               4,086              4,161
Income tax provision                                                             420                 959                970                        (56)                  (1)
Income from continuing operations, net of tax                             $    1,361          $    3,127          $   3,191                        (56)                  (2)
Selected performance metrics:
Average loans held for investment(2)                                      $  110,082          $  114,202          $ 109,820                         (4)                   4
Average yield on loans(3)                                                      14.08  %            15.49  %           15.43    %                  (141) bps               6  bps
Total net revenue margin(4)                                                    15.91               16.07              16.11                        (16)                  (4)
Net charge-offs                                                           $    4,270          $    5,149          $   5,069                        (17)   %               2    %
Net charge-off rate                                                             3.88  %             4.51  %            4.62    %                   (63) bps             (11) bps
Purchase volume                                                           $  414,312          $  424,765          $ 387,102                         (2)   %              10    %

                                                                          December 31,        December 31,
(Dollars in millions, except as noted)                                        2020                2019                Change
Selected period-end data:
Loans held for investment(2)(5)                                           $  106,956          $  128,236                (17)   %
30+ day performing delinquency rate                                             2.44  %             3.89  %            (145) bps
30+ day delinquency rate                                                        2.45                3.91               (146)
Nonperforming loan rate(6)                                                      0.02                0.02                  -
Allowance for credit losses(2)                                            $   11,191          $    5,395                107    %
Allowance coverage ratio                                                       10.46  %             4.21  %             625  bps


__________
(1)We recognize finance charges and fee income on open-ended loans in accordance
with the contractual provisions of the credit arrangements and charge-off
uncollectible amounts. Total net revenue was reduced by $1.1 billion in 2020 for
finance charges and fees charged-off as uncollectible and by $1.4 billion and
$1.3 billion in 2019 and 2018, respectively, for the estimated uncollectible
amount of billed finance charges and fees and related losses.
(2)Period-end loans held for investment and average loans held for investment
include billed finance charges and fees. Concurrent with our adoption of the
CECL standard in the first quarter of 2020, we reclassified our finance charge
and fee reserve to our allowance for credit losses, with a corresponding
increase to credit card loans held for investment.
(3)Average yield is calculated based on interest income for the period divided
by average loans during the period and does not include any allocations, such as
funds transfer pricing.
(4)Total net revenue margin is calculated based on total net revenue for the
period divided by average loans during the period.
(5)We reclassified $2.1 billion in partnership loans to held for sale as of
September 30, 2020.
(6)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 2020 compared
to 2019, and changes in financial condition and credit performance between
December 31, 2020 and December 31, 2019 include the following:
•Net Interest Income: Net interest income decreased by $685 million to $13.8
billion in 2020 primarily driven by lower average loan balances from customer
behavior in response to the COVID-19 pandemic and lower margins, partially
offset by an increase in average loan balances from the Walmart portfolio
acquired during the fourth quarter of 2019.
•Non-Interest Income: Non-interest income decreased by $65 million to $3.8
billion in 2020 primarily driven by lower net interchange fees from a decline in
purchase volume, partially offset by higher revenues from card partnership
arrangements.
•Provision for Credit Losses: Provision for credit losses increased by $2.3
billion to $7.3 billion in 2020 driven by allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic.
•Non-Interest Expense: Non-interest expense decreased by $780 million to $8.5
billion in 2020 primarily driven by our decision to decrease marketing spend due
to the economic environment created by the COVID-19 pandemic.
•Loans Held for Investment: Period-end loans held for investment decreased by
$21.3 billion to $107.0 billion as of December 31, 2020 from December 31, 2019,
and average loans held for investment decreased by $4.1 billion to $110.1
billion in 2020 compared to 2019 primarily due to a decline in purchase volume
and higher payments in response to the COVID-19 pandemic, as well as the
transfer of a $2.1 billion partnership loan portfolio to held for sale in the
third quarter of 2020. The decline in average balances was partially offset by
the impact of the Walmart portfolio acquired during the fourth quarter of 2019.
•Net Charge-Off and Delinquency Metrics: The net charge-off rate decreased by 63
basis points to 3.88% in 2020 compared to 2019 primarily driven by strong credit
performance in Domestic Card due to consumer payment behavior and the impact of
the government stimulus.
The 30+ day delinquency rate decreased by 146 basis points to 2.45% as of
December 31, 2020 from December 31, 2019 due to lower delinquency inventories in
our domestic credit card loan portfolio primarily driven by consumer payment
behavior and the impact of government stimulus, partially offset by lower
outstanding balances.
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Domestic Card Business
The Domestic Card business generated net income from continuing operations of
$1.2 billion in 2020 and $3.0 billion in both 2019 and 2018. In 2020, 2019 and
2018, 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)                                  2020                2019                 2018               2020 vs. 2019           2019 vs. 2018
Selected income statement data:
Net interest income                                                 $   12,599          $   13,265          $  12,926                         (5)   %               3    %
Non-interest income                                                      3,583               3,684              3,239                         (3)                  14
Total net revenue(1)(2)                                                 16,182              16,949             16,165                         (5)                   5
Provision for credit losses                                              6,979               4,671              4,653                         49                    -
Non-interest expense                                                     7,625               8,308              7,621                         (8)                   9
Income from continuing operations before                                                                                                     (60)                   2
income taxes                                                             1,578               3,970              3,891
Income tax provision                                                       374                 925                907                        (60)                   2
Income from continuing operations, net of                           $    1,204          $    3,045          $   2,984                        (60)                   2

tax


Selected performance metrics:
Average loans held for investment(3)                                $  101,837          $  105,270          $ 100,832                         (3)                   4
Average yield on loans(4)                                                13.88  %            15.47  %           15.36    %                  (159) bps              11  bps
Total net revenue margin(5)                                              15.80               16.10              16.03                        (30)                   7
Net charge-offs                                                     $    4,002          $    4,818          $   4,782                        (17)   %               1    %
Net charge-off rate                                                       3.93  %             4.58  %            4.74    %                   (65) bps             (16) bps
Purchase volume                                                     $  380,787          $  390,032          $ 354,158                         (2)   %              10    %

                                                                    December 31,        December 31,
(Dollars in millions, except as noted)                                  2020                2019                Change
Selected period-end data:
Loans held for investment(3)(6)                                     $   98,504          $  118,606                (17)   %
30+ day performing delinquency rate                                       2.42  %             3.93  %            (151) bps
Allowance for credit losses                                         $   10,650          $    4,997                113    %
Allowance coverage ratio                                                 10.81  %             4.21  %             660  bps


__________
(1)We recognize finance charges and fee income on open-ended loans in accordance
with the contractual provisions of the credit arrangements and charge-off
uncollectible amounts. Finance charges and fees charged-off as uncollectible are
reflected as a reduction in total net revenue.
(2)Total net revenue was reduced by $434 million, $471 million and $278 million
in 2020, 2019 and 2018, respectively, due to the amortization of loan
origination bounties. As of December 31, 2020, approximately $45 million of
deferred bounty payments remained to be amortized as an offset to revenue in
future periods.
(3)Period-end loans held for investment and average loans held for investment
include billed finance charges and fees. Concurrent with our adoption of the
CECL standard in the first quarter of 2020, we reclassified our finance charge
and fee reserve to our allowance for credit losses, with a corresponding
increase to credit card loans held for investment.
(4)Average yield is calculated based on interest income for the period divided
by average loans during the period and does not include any allocations, such as
funds transfer pricing.
(5)Total net revenue margin is calculated based on total net revenue for the
period divided by average loans during the period.
(6)We reclassified $2.1 billion in partnership loans to held for sale as of
September 30, 2020.
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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 decreased in 2020 compared to 2019 primarily driven by:
•higher provision for credit losses due to allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic;
•lower net interest income due to lower average outstanding balances and lower
margins; and
•lower non-interest income due to lower net interchange fees from a decline in
purchase volume, partially offset by higher revenues from card partnership
arrangements,
•partially offset by lower non-interest expense from our decision to decrease
marketing spend due to the economic environment created by the COVID-19
pandemic.
Consumer Banking Business
The primary sources of revenue for our Consumer Banking business are net
interest income from loans and deposits as well as 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
$1.4 billion in 2020 and $1.8 billion in both 2019 and 2018.
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)                                     2020               2019               2018           2020 vs. 2019        2019 vs. 2018
Selected income statement data:
Net interest income                                                    $   7,238          $   6,732          $   6,549                  8    %               3    %
Non-interest income                                                          466                643                663                (28)                  (3)
Total net revenue                                                          7,704              7,375              7,212                  4                    2
Provision for credit losses                                                1,753                938                838                 87                   12
Non-interest expense                                                       4,159              4,091              4,027                  2                    2
Income from continuing operations before
income taxes                                                               1,792              2,346              2,347                (24)                   -
Income tax provision                                                         425                547                547                (22)                   -
Income from continuing operations, net of tax                          $   1,367          $   1,799          $   1,800                (24)             

-


Selected performance metrics:
Average loans held for investment:
Auto                                                                   $  63,227          $  57,938          $  55,610                  9                    4
Home loan(1)                                                                   -                  -              6,266                  -                        **
Retail banking                                                             3,072              2,770              3,075                 11                  (10)
Total consumer banking                                                 $  66,299          $  60,708          $  64,951                  9                   (7)
Average yield on loans held for investment(2)                               8.37  %            8.37  %            7.54  %               -                   83  bps
Average deposits                                                       $ 236,369          $ 205,012          $ 193,053                 15    %               6    %
Average deposits interest rate                                              0.76  %            1.24  %            0.95  %             (48) bps              29  bps
Net charge-offs                                                        $     578          $     947          $     981                (39)   %              (3)   %
Net charge-off rate                                                         0.87  %            1.56  %            1.51  %             (69) bps               5  bps
Auto loan originations                                                 $  32,282          $  29,251          $  26,276                 10    %              11    %


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                                                                  December 31,        December 31,
(Dollars in millions, except as noted)                                2020                2019                 Change
Selected period-end data:
Loans held for investment:
Auto                                                              $   65,762          $   60,362                    9    %
Retail banking                                                         3,126               2,703                   16
Total consumer banking                                            $   68,888          $   63,065                    9
30+ day performing delinquency rate                                     4.62  %             6.63  %              (201) bps
30+ day delinquency rate                                                5.00                7.34                 (234)
Nonperforming loan rate                                                 0.47                0.81                  (34)
Nonperforming asset rate(3)                                             0.54                0.91                  (37)
Allowance for credit losses                                       $    2,715          $    1,038                  162    %
Allowance coverage ratio                                                3.94  %             1.65  %               229  bps
Deposits                                                          $  249,815          $  213,099                   17    %


__________
(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 is calculated based on interest income for the period divided
by average loans during the period and does not include any allocations, such as
funds transfer pricing.
(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 2020
compared to 2019, and changes in financial condition and credit performance
between December 31, 2020 and December 31, 2019 include the following:
•Net Interest Income: Net interest income increased by $506 million to $7.2
billion in 2020 primarily driven by growth in our auto loan portfolio.
•Non-Interest Income: Non-interest income decreased by $177 million to $466
million in 2020 primarily driven by lower service charges and fees on deposit
accounts as a result of the COVID-19 pandemic.
•Provision for Credit Losses: Provision for credit losses increased by $815
million to $1.8 billion in 2020 driven by allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic.
•Non-Interest Expense: Non-interest expense increased by $68 million to $4.2
billion in 2020 primarily driven by growth in our auto loan portfolio.
•Loans Held for Investment: Period-end loans held for investment increased by
$5.8 billion to $68.9 billion as of December 31, 2020 from December 31, 2019,
and average loans held for investment increased by $5.6 billion to $66.3 billion
in 2020 compared to 2019 primarily due to growth in our auto loan portfolio.
•Deposits: Period-end deposits increased by $36.7 billion to $249.8 billion as
of December 31, 2020 from December 31, 2019 primarily driven by deposit growth
from increased consumer savings aided by the impact of government stimulus.
•Net Charge-Off and Delinquency Metrics: The net charge-off rate decreased by 69
basis points to 0.87% in 2020 compared to 2019 primarily driven by the impact of
short-term payment extensions offered to affected auto borrowers in response to
the COVID-19 pandemic.
The 30+ day delinquency rate decreased by 234 basis points to 5.00% as of
December 31, 2020 from December 31, 2019 driven by lower auto delinquency
inventories resulting from the short-term payment extensions offered to affected
auto borrowers in response to the COVID-19 pandemic.
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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 earned from
products and services provided to our clients such as capital markets and
treasury management. 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 and operating costs.
Our Commercial Banking business generated net income from continuing operations
of $65 million, $621 million and $806 million in 2020, 2019 and 2018,
respectively.
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)                                        2020               2019               2018               2020 vs. 2019           2019 vs. 2018
Selected income statement data:
Net interest income                                                       $   2,048          $   1,983          $  2,044                          3    %              (3)   %
Non-interest income                                                             923                831               744                         11                   12
Total net revenue(1)                                                          2,971              2,814             2,788                          6                    1
Provision for credit losses(2)                                                1,181                306                83                        286                        **
Non-interest expense                                                          1,706              1,699             1,654                          -                    3
Income from continuing operations before income                                                                                                 (90)                 (23)
taxes                                                                            84                809             1,051
Income tax provision                                                             19                188               245                        (90)                 (23)
Income from continuing operations, net of tax                             $      65          $     621          $    806                        (90)                 (23)
Selected performance metrics:
Average loans held for investment:
Commercial and multifamily real estate                                    $  31,135          $  29,608          $ 27,771                          5                    7
Commercial and industrial                                                    45,819             42,863            39,188                          7                    9
Total commercial lending                                                     76,954             72,471            66,959                          6                    8
Small-ticket commercial real estate                                               -                 69               371                              **             (81)
Total commercial banking                                                  $  76,954          $  72,540          $ 67,330                          6                    8
Average yield on loans held for investment(1)(3)                               3.13  %            4.51  %           4.46    %                  (138) bps               5  bps
Average deposits                                                          $  35,468          $  31,229          $ 32,175                         14    %              (3)   %
Average deposits interest rate                                                 0.40  %            1.18  %           0.72    %                   (78) bps              46  bps
Net charge-offs                                                           $     377          $     156          $     56                        142    %             179    %
Net charge-off rate                                                            0.49  %            0.22  %           0.08    %                    27  bps              14  bps

                                                                          December 31,       December 31,
(Dollars in millions, except as noted)                                        2020               2019              Change
Selected period-end data:
Loans held for investment:
Commercial and multifamily real estate                                    $  30,681          $  30,245                 1    %
Commercial and industrial                                                    45,099             44,263                 2

Total commercial banking                                                  $  75,780          $  74,508                 2
Nonperforming loan rate                                                        0.86  %            0.60  %             26  bps
Nonperforming asset rate(4)                                                    0.86               0.60                26
Allowance for credit losses(2)                                            $   1,658          $     775               114    %
Allowance coverage ratio                                                       2.19  %            1.04  %            115  bps
Deposits                                                                  $  39,590          $  32,134                23    %
Loans serviced for others                                                    44,162             38,481                15


__________
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(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% for all periods presented) and state taxes where applicable, with
offsetting reductions to the Other category.
(2)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 is included in other liabilities on our consolidated balance
sheets. Our reserve for unfunded lending commitments totaled $195 million, $130
million and $118 million as of December 31, 2020, 2019 and 2018, respectively.
(3)Average yield is calculated based on interest income for the period divided
by average loans during the period and does not include any allocations, such as
funds transfer pricing.
(4)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 2020
compared to 2019, and changes in financial condition and credit performance
between December 31, 2020 and December 31, 2019 include the following:
•Net Interest Income: Net interest income increased by $65 million to $2.0
billion in 2020 as higher average loans and deposits were partially offset by
slightly lower margins.
•Non-Interest Income: Non-interest income increased by $92 million to $923
million in 2020 primarily driven by higher revenue from our agency and capital
markets businesses.
•Provision for Credit Losses: Provision for credit losses increased by $875
million to $1.2 billion in 2020 driven by allowance builds in the first and
second quarters of 2020 due to expectations of economic worsening as a result of
the COVID-19 pandemic as well as credit deterioration in our energy loan
portfolio primarily in the first quarter of 2020.
•Non-Interest Expense: Non-interest expense remained substantially flat at $1.7
billion in 2020.
•Loans Held for Investment: Period-end loans held for investment increased by
$1.3 billion to $75.8 billion as of December 31, 2020 from December 31, 2019,
and average loans held for investment increased by $4.4 billion to $77.0 billion
in 2020 compared to 2019 driven by growth across our commercial loan portfolio.
•Deposits: Period-end deposits increased by $7.5 billion to $39.6 billion as of
December 31, 2020 from December 31, 2019 primarily driven by elevated client
liquidity.
•Net Charge-Off and Nonperforming Metrics: The net charge-off rate increased by
27 basis points to 0.49% in 2020 primarily driven by elevated charge-offs in our
energy loan portfolio.
The nonperforming loan rate increased by 26 basis points to 0.86% as of December
31, 2020 from December 31, 2019 driven by credit downgrades in industries that
are impacted by the COVID-19 pandemic.
Other Category
Other includes unallocated amounts related to our centralized Corporate Treasury
group activities, such as management of our corporate investment securities
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
                                                                                                                           2020 vs.           2019 vs.
(Dollars in millions)                                                     2020             2019             2018             2019               2018
Selected income statement data:
Net interest income (loss)                                             $  (149)         $   164          $   115                   **              43  %
Non-interest income (loss)                                                 398             (109)             274                   **                 **
Total net revenue(1)                                                       249               55              389                   **             (86)
Provision (benefit) for credit losses                                        3                -              (49)                  **                 

**


Non-interest expense(2)                                                    700              422              679                66  %             (38)
Loss from continuing operations before                                                                                          24                 52
income taxes                                                              (454)            (367)            (241)
Income tax benefit                                                        (378)            (353)            (469)                7                (25)
Income (loss) from continuing operations,                              $   (76)         $   (14)         $   228                   **                 **
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 of (21% for all periods presented) and state taxes where applicable, with
offsetting reductions to the Other category.
(2)Includes legal reserve builds of $313 million and net Cybersecurity Incident
expenses of $27 million in 2020.
**  Not meaningful.
Net loss from continuing operations was $76 million and $14 million in 2020 and
2019, respectively, primarily driven by lower net interest income due to the
decline in market interest rates and funding demands by our segments and
increased non-interest expense resulting from legal reserve builds, partially
offset by a gain of $535 million on our equity investment in Snowflake Inc.
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.
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Loan Loss Reserves
In the first quarter of 2020, we adopted the CECL standard and updated our
critical accounting policy and estimate for loan loss reserves. We maintain an
allowance for credit losses that represents management's current estimate of
expected credit losses inherent in our credit card, consumer banking and
commercial banking loans held for investment portfolios as of each balance sheet
date. We also separately reserve for unfunded lending commitments that are not
unconditionally cancellable. For all such loans and unfunded lending
commitments, our estimate of expected credit losses includes a reasonable and
supportable forecast period of one year and then reverts over a one-year period
to historical losses at each relevant loss component of the estimate. We build
our allowance for credit losses and reserve for unfunded lending commitments
through the provision for credit losses, which is driven by charge-offs, changes
in the allowance for credit losses and changes in the reserve for unfunded
lending commitments. The allowance for credit losses was $15.6 billion as of
December 31, 2020, compared to $7.2 billion as of December 31, 2019. In periods
prior to 2020, the allowance for loan and lease losses represented management's
estimate of incurred loan and lease losses as fully described in "Note 1-Summary
of Significant Accounting Policies" in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2019.
We have an established process, using analytical tools and management judgment,
to determine our allowance for credit losses. Establishing the allowance on a
quarterly basis 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, current general economic conditions, our reasonable and
supportable forecasts of future economic conditions, changes in the legal and
regulatory environment and uncertainties in forecasting and modeling techniques
used in estimating our allowance for credit losses. Key factors that have a
significant impact on our allowance for credit 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 credit 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 credit 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 inputs requiring judgment as well as
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 credit losses, on a quarterly basis, we review
and assess our estimate of expected losses related to unfunded lending
commitments that are not unconditionally cancellable. The factors impacting our
assessment generally align with those considered in our evaluation of the
allowance for credit 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 credit 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 as well as economic forecasts that may not align with
actual future economic conditions. 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 credit 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 Credit 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 while unbilled finance charges and fees are included
in interest receivable.
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We continue to accrue finance charges and fees on credit card loans until the
account is charged off. We estimate the uncollectible portion of finance charges
and fees in our finance charge and fee reserve. Billed finance charges and fees
that are ultimately charged-off as uncollectible are reflected as a reduction to
revenue.
Concurrent with our adoption of the CECL standard in the first quarter of 2020,
we reclassified our finance charge and fee reserve of $462 million to our
allowance for credit losses, with a corresponding increase to credit card loans
held for investment. We review and assess the appropriateness of our finance
charge and fee reserve on a quarterly basis. Our methodology for estimating the
uncollectible portion of finance charges and fees is consistent with the
methodology we use to estimate the allowance for credit 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.
Goodwill
Goodwill represents the excess of the fair value of the consideration
transferred, 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 as of both December 31, 2020 and 2019. We did not
recognize any goodwill impairment in 2020 and 2019. 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 are also 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 Finance, Other
Consumer Banking and Commercial Banking.
In the first quarter of 2020, we adopted Accounting Standards Update ("ASU") No.
2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment. Under the new guidance, an 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.
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. Consolidated stockholder's equity in excess of the sum of all
reporting unit's capital requirements that is not identified for future capital
needs, such as dividends, share buybacks or other strategic initiatives, is
allocated to the reporting units and the Other category and assumed distributed
to equity holders in future periods.
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
calculate the fair value of our reporting units using a discounted cash flow
("DCF") calculation, a form of the income approach. This DCF calculation uses
projected cash flows based on each reporting unit's internal forecast and the
perpetuity growth method to calculate terminal values. Our DCF calculation
requires 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 are then discounted using discount rates based on our external
cost of capital with adjustments for the risk inherent in each reporting unit.
Discount rates used for our reporting units ranged from 8.1% to 14.3%, and we
applied a terminal year long-term growth rate of 3.97% to all reporting units.
The reasonableness of our DCF calculation is assessed by reference to a
market-based approach using comparable market multiples and recent market
transactions where available. The results of the 2020 annual impairment test for
the reporting units indicated that the estimated fair values of the Commercial
Banking, Credit Card, Auto Finance, and Other Consumer Banking reporting units
exceeded their carrying amounts by between 11% and 273%.
Assumptions used in estimating the fair value of a reporting unit are judgmental
and inherently uncertain. A change in the economic conditions of a reporting
unit, such as declines in business performance from industry or macroeconomic
trends or from changes in our strategy, adverse impacts to loan or deposit
growth trends, decreases in revenue, increases in expenses, increases in credit
losses, increases in capital requirements, deterioration of market conditions,
declines in long-term growth expectations, adverse impacts of regulatory or
legislative changes or increases in the estimated cost of capital, including if
these conditions are merely forecasted to occur in future periods, 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.
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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 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.
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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. There were no disputes for the years ended
December 31, 2020 and 2019.
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 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 judgment regarding 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 the
weighted-average redemption cost during the previous twelve months, adjusted as
appropriate for recent changes in redemption costs, including changes related to
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 in both 2020 and
2019 and $4.4 billion in 2018. Our customer rewards reserve, which is included
in other liabilities on our consolidated balance sheets, totaled $5.4 billion
and $4.7 billion as of December 31, 2020 and 2019, respectively.
ACCOUNTING CHANGES AND DEVELOPMENTS


Accounting Standards Issued but Not Adopted as of December 31, 2020

Adoption Timing and Financial


             Standard                                  Guidance                            Statement Impacts
Income Tax Accounting                     Simplifies various aspects of the        We adopted this guidance in the
Simplification                            guidance on accounting for income        first quarter of 2021 using the
ASU No. 2019-12, Income Taxes             taxes.                                   modified retrospective and
(Topic 740): Simplifying the                                                       prospective methods of adoption.
Accounting for Income Taxes
Issued December 2019                                                               Our adoption of this standard did
                                                                                   not have a material impact on our
                                                                                   consolidated financial
                                                                                   statements.


See "Note 1-Summary of Significant Accounting Policies" for information on the
accounting standards we adopted in 2020.
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
The Company and the Banks are subject to the Basel III Capital Rules established
by the Federal Reserve and the OCC respectively. The Basel III Capital Rules
implement certain capital and liquidity requirements published by the Basel
Committee, along with certain Dodd-Frank Act and other capital provisions.
Moreover, the Banks, as insured depository institutions, are subject to PCA
capital regulations.
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Basel III and United States Capital Rules
Under the Basel III Capital Rules, we must maintain a minimum CET1 capital ratio
of 4.5%, a Tier 1 capital ratio of 6.0%, and a Total capital ratio of 8.0%, in
each case in relation to risk-weighted assets. In addition, we must maintain a
minimum leverage ratio of 4.0% and a minimum supplementary leverage ratio of
3.0%. We are also subject to the capital conservation buffer and countercyclical
capital buffer requirements, as described below.
In July 2019, the Federal Banking Agencies issued the Capital Simplification
Rule, which finalized certain changes to the Basel III Capital Rules for
institutions not subject to the Basel III Advanced Approaches. These changes,
effective January 1, 2020, generally raised the threshold above which a covered
institution such as the Company must deduct certain assets from its CET1
capital, including certain deferred tax assets, mortgage servicing assets, and
investments in unconsolidated financial institutions.
In October 2019, the Federal Banking Agencies finalized the Tailoring Rules,
which amended the Basel III Capital Rules to provide for tailored application of
certain capital requirements across different categories of banking
institutions. These categories are determined primarily by an institution's
asset size, with adjustments to a more stringent category possible if the
institution exceeds certain risk-based thresholds. As a 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. Therefore, effective January 1, 2020, we are no longer subject
to the Basel III "Advanced Approaches" framework and certain associated capital
requirements, such as the requirement to include certain elements of AOCI in our
regulatory capital. We remain subject to the countercyclical capital buffer
requirement (which is currently set at 0%) and supplementary leverage ratio
requirement, which were previously required only for Basel III Advanced
Approaches institutions. Effective as of the first quarter of 2020, we excluded
certain elements of AOCI from our regulatory capital as permitted by the
Tailoring Rules. The Tailoring Rules and Capital Simplification Rule have, taken
together, decreased our capital requirements.
G-SIBs that are based in the U.S. are subject to an additional CET1 capital
requirement known as the G-SIB Surcharge. We are not a G-SIB based on the most
recent available data and thus we are not subject to a G-SIB Surcharge.
Stress Capital Buffer Rule
The Basel III Capital Rules require banking institutions to maintain a capital
conservation buffer, composed of CET1 capital, above the regulatory minimum
ratios. The capital conservation buffer for BHCs was previously fixed at 2.5%.
In March 2020, the Federal Reserve issued a final rule to implement the stress
capital buffer requirement. The stress capital buffer requirement is
institution-specific and replaces the fixed 2.5% capital conservation buffer for
BHCs.
Pursuant to the Stress Capital Buffer Rule, the Federal Reserve will use the
results of its supervisory stress test to determine the size of a BHC's stress
capital buffer requirement. In particular, a BHC's stress capital buffer
requirement will equal, subject to a floor of 2.5%, the sum of (i) the
difference between the BHC's starting CET1 capital ratio and its lowest
projected CET1 capital ratio under the severely adverse scenario of the Federal
Reserve's supervisory stress test plus (ii) the ratio of the BHC's projected
four quarters of common stock dividends (for the fourth to seventh quarters of
the planning horizon) to the projected risk-weighted assets for the quarter in
which the BHC's projected CET1 capital ratio reaches its minimum under the
supervisory stress test.
Under the Stress Capital Buffer Rule framework, the Company's new "standardized
approach capital conservation buffer" includes its stress capital buffer
requirement (which will be recalibrated every year based on the Company's
supervisory stress test results), any G-SIB surcharge (which is not applicable
to us) and the countercyclical capital buffer requirement (which is currently
set at 0%). Any 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 Company's stress capital buffer requirement is 5.6% for the period from
October 1, 2020 through September 30, 2021, at which point a revised stress
capital buffer requirement will be applicable to the Company based on the
Company's 2021 stress testing results. Therefore, the Company's minimum capital
requirements plus the standardized approach capital conservation buffer for CET1
capital, Tier 1 capital and total capital ratios under the stress capital buffer
framework are 10.1%, 11.6% and 13.6%, respectively, for the period from October
1, 2020 through September 30, 2021.
The Stress Capital Buffer Rule does not apply to the Banks. The capital
conservation buffer for the Banks continues to be fixed at 2.5%. Accordingly,
each Bank's minimum capital requirements plus its capital conservation buffer
for CET1 capital, Tier 1 capital and total capital ratios remain at 7.0%, 8.5%
and 10.5% respectively.
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If we fail to maintain our capital ratios above the minimum capital requirements
plus the applicable buffer requirements, we will face increasingly strict
automatic limitations on capital distributions and discretionary bonus payments
to certain executive officers.
As of December 31, 2020 and 2019, respectively, each of the Company and the
Banks exceeded the minimum capital requirements and the buffer requirements
applicable to them, and each of the Banks was "well capitalized" under PCA
requirements.
Market Risk Rule
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, 2020, the Company and CONA are subject to the
Market Risk Rule. See "MD&A-Market Risk Profile" below for additional
information.
CECL Transition Rule
As part of their response to the COVID-19 pandemic, the Federal Banking Agencies
adopted the 2020 CECL Transition Rule which provides banking institutions an
optional five-year transition period to phase in the impact of the CECL standard
on their regulatory capital.
Pursuant to the 2020 CECL Transition Rule, a banking institution may elect to
delay the estimated impact of adopting CECL on its regulatory capital through
December 31, 2021 and then phase in the estimated cumulative impact from January
1, 2022 through December 31, 2024. For the "day 2" ongoing impact of CECL during
the initial two years, the Federal Banking Agencies use a uniform "scaling
factor" of 25% as an approximation of the increase in the allowance under the
CECL standard compared to the prior incurred loss methodology. Accordingly, from
January 1, 2020 through December 31, 2021, electing banking institutions are
permitted to add back to their regulatory capital an amount equal to the sum of
the after-tax "day 1" CECL adoption impact and 25% of the increase in the
allowance since the adoption of the CECL standard. Beginning January 1, 2022
through December 31, 2024, the after-tax "day 1" CECL adoption impact and the
cumulative "day 2" ongoing impact will be phased in to regulatory capital at 25%
per year. The following table summarizes the capital impact delay and phase in
period on our regulatory capital from years 2020 to 2025.
                                            Capital Impact Delayed                                                           Phase In Period
                                        2020                     2021                      2022                      2023                      2024                      2025
"Day 1" CECL adoption                   Capital impact delayed to 2022
impact                                                                                 25% Phased In             50% Phased In             75% Phased In            Fully Phased In
Cumulative "day 2" ongoing         25% scaling factor as an approximation of
impact                               the increase in allowance under CECL


We adopted the CECL standard (for accounting purposes) as of January 1, 2020,
and made the 2020 CECL Transition Election (for regulatory capital purposes) in
the first quarter of 2020. Therefore, the applicable amounts presented in this
Report reflect such election.
Temporary Exclusions for Supplementary Leverage Ratio
In addition, in April 2020, as part of the response to the COVID-19 pandemic,
the Federal Reserve issued an interim final rule that temporarily excludes U.S.
Treasury securities and deposits at Federal Reserve Banks from the calculation
of the supplementary leverage ratio for BHCs. These exclusions became effective
on April 1, 2020, and will remain in effect through March 31, 2021.
Subsequently, in May 2020, the Federal Banking Agencies issued an interim final
rule that provides an option for depository institutions to make similar
exclusions to the calculation of the supplementary leverage ratio. If a
depository institution elects to make such exclusions, it must request prior
approval from its primary federal banking regulator before making capital
distributions, such as paying dividends to its parent company, for as long as
the exclusions are in effect. Neither CONA nor COBNA elected to make such
exclusions.
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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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, 2020 and 2019.
Table 13: Capital Ratios Under Basel III(1)
                                                                        December 31, 2020                                                December 31, 2019
                                                                          Minimum                                                          Minimum
                                                                          Capital                 Well-                                    Capital                 Well-
                                                       Ratio              Adequacy             Capitalized              Ratio              Adequacy  

Capitalized

Capital One Financial Corp:
Common equity Tier 1 capital(2)                          13.7  %               4.5  %                      N/A            12.2  %               4.5  %                      N/A
Tier 1 capital(3)                                        15.3                  6.0                      6.0  %            13.7                  6.0                      6.0  %
Total capital(4)                                         17.7                  8.0                     10.0               16.1                  8.0                     10.0
Tier 1 leverage(5)                                       11.2                  4.0                         N/A            11.7                  4.0                         N/A
Supplementary leverage(6)(7)                             10.7                  3.0                         N/A             9.9                  3.0                         N/A

COBNA:


Common equity Tier 1 capital(2)                          21.5                  4.5                      6.5               16.1                  4.5                      6.5
Tier 1 capital(3)                                        21.5                  6.0                      8.0               16.1                  6.0                      8.0
Total capital(4)                                         23.4                  8.0                     10.0               18.1                  8.0                     10.0
Tier 1 leverage(5)                                       18.3                  4.0                      5.0               14.8                  4.0                      5.0
Supplementary leverage(6)                                14.7                  3.0                         N/A            12.1                  3.0                         N/A
CONA:
Common equity Tier 1 capital(2)                          12.4                  4.5                      6.5               13.4                  4.5                      6.5
Tier 1 capital(3)                                        12.4                  6.0                      8.0               13.4                  6.0                      8.0
Total capital(4)                                         13.7                  8.0                     10.0               14.5                  8.0                     10.0
Tier 1 leverage(5)                                        7.6                  4.0                      5.0                9.2                  4.0                      5.0
Supplementary leverage(6)                                 6.9                  3.0                         N/A             8.2                  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.
(7)Supplementary leverage ratio for the Company as of December 31, 2020 excludes
U.S. Treasury securities and deposits with the Federal Reserve Banks pursuant to
an interim final rule issued by the Federal Reserve, see "Part I-Item 1.
Business-Supervision and Regulation" for more information.
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Table 14 presents regulatory capital under the Basel III Standardized Approach
and regulatory capital metrics as of December 31, 2020 and 2019.
Table 14: Regulatory Risk-Based Capital Components and Regulatory Capital
Metrics
                                                                      December 31,         December 31,
(Dollars in millions)                                                     2020                 2019
Regulatory Capital Under Basel III Standardized Approach
Common equity excluding AOCI                                         $    55,299          $    52,001
Adjustments:
AOCI, net of tax(1)                                                          (29)               1,156
Goodwill, net of related deferred tax liabilities                        (14,448)             (14,465)
Intangible assets, net of related deferred tax liabilities                   (86)                (170)
Other(1)                                                                       -                 (360)
Common equity Tier 1 capital                                              40,736               38,162
Tier 1 capital instruments                                                 4,847                4,853

Tier 1 capital                                                            45,583               43,015
Tier 2 capital instruments                                                 3,385                3,377
Qualifying allowance for credit losses                                     3,820                3,956
Tier 2 capital                                                             7,205                7,333
Total capital                                                        $    52,788          $    50,348

Regulatory Capital Metrics
Risk-weighted assets                                                 $   297,903          $   313,155
Adjusted average assets                                                  406,762              368,511
Total leverage exposure                                                  427,522              435,976


__________
(1)In the first quarter of 2020, we elected to exclude from our regulatory
capital ratios certain components of AOCI as permitted under the Tailoring
Rules. As such, we revised our presentation herein to only include those
components of AOCI that impact our regulatory capital ratios.
Capital Planning and Regulatory Stress Testing
On June 25, 2020, the Federal Reserve released the stress testing results for
the 2020 CCAR cycle, including additional sensitivity analyses conducted due to
the COVID-19 pandemic, and notified all participating BHCs, including us, of
their stress capital buffer requirements. In light of the COVID-19 pandemic, the
Federal Reserve required all participating BHCs, including us, to update and
resubmit their capital plans in the fourth quarter of 2020, and to preserve
capital by suspending share repurchases and capping common stock dividend
payments for the third and fourth quarters of 2020 to the lower of (i) the
amount paid in the second quarter of 2020 and (ii) an amount equal to the
average net income earned across the four preceding calendar quarters. Scheduled
payments on additional Tier 1 and Tier 2 capital instruments, such as preferred
stock and subordinated debt, were not similarly restricted.
We conducted a second round of stress tests and submitted our updated capital
plan to the Federal Reserve on November 2, 2020. On December 18, 2020, the
Federal Reserve released the results of its second round of supervisory stress
tests. The Federal Reserve did not recalculate our stress capital buffer
requirement at this time but reserved its ability to do so until March 31, 2021.
Finally, the Federal Reserve extended the capital distribution restrictions for
all participating BHCs through at least the first quarter of 2021 with certain
modifications. In particular, for the first quarter of 2021, participating BHCs
may resume share repurchases but the aggregate amount of common stock dividend
payments and share repurchases shall not exceed an amount equal to the average
net income earned across the four preceding calendar quarters. In addition,
common stock dividend payments for the first quarter of 2021 continue to be
capped at the amount paid in the second quarter of 2020.
We suspended our 2019 Stock Repurchase Program on March 13, 2020, in response to
the COVID-19 pandemic through the program's expiration at the end of the second
quarter of 2020. As described above, for the third and fourth quarters of 2020,
we were restricted from engaging in share repurchases. On January 25, 2021, our
Board of Directors authorized the repurchase of up to $7.5 billion of shares of
our common stock.
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We distributed dividends of $0.40 per share on our common stock in the first and
second quarters of 2020. Consistent with the Federal Reserve's capital
distribution restrictions described above, we reduced our quarterly dividend on
our common stock from $0.40 per share to $0.10 per share for the third quarter
of 2020. For the fourth quarter of 2020, while our third quarter results would
have permitted us to increase our common stock dividend pursuant to the Federal
Reserve's limitations described above, we maintained our quarterly dividend at
$0.10 per share as the process surrounding our resubmitted capital plan had not
been completed at that time.
On February 4, 2021, our Board of Directors approved returning our quarterly
common stock dividend to $0.40 per share for the first quarter of 2021.
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 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.
On March 2, 2020, we redeemed all outstanding shares of our Fixed Rate 6.00%
Non-Cumulative Perpetual Preferred Stock Series B. The redemption resulted in
the recognition of deferred issuance costs, which reduced our net income
available to common shareholders by $22 million for the year ended December 31,
2020.
On September 17, 2020, we issued 5,000,000 depositary shares, each representing
a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred
Stock, Series K, $0.01 par value, with a liquidation preference of $25 per
depositary share ("Series K Preferred Stock"). The net proceeds of the offering
of Series K Preferred Stock were approximately $122 million after deducting
underwriting commissions and offering expenses. Dividends on the Series K
Preferred Stock are payable quarterly in arrears at a rate of 4.625% per annum.
On December 1, 2020, we redeemed all outstanding shares of our Fixed Rate 6.20%
Non-Cumulative Perpetual Preferred Stock Series F. The redemption resulted in
the recognition of deferred issuance costs, which reduced our net income
available to common shareholders by $17 million for the year ended December 31,
2020.
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Dividend Policy and Stock Purchases
For the year ended December 31, 2020, we declared and paid common stock
dividends of $463 million, or $1.00 per share, and preferred stock dividends of
$280 million. The following table summarizes the dividends paid per share on our
various preferred stock series in each quarter of 2020.
Table 15: Preferred Stock Dividends Paid Per Share
                                                                                         Per Annum                                                                 2020
    Series                   Description                   Issuance Date               Dividend Rate           Dividend Frequency           Q4             Q3              Q2              Q1
Series B(1)                    6.000%                     August 20, 2012                  6.000%                   Quarterly               -               -               -            $15.00
                           Non-Cumulative

Series E               Fixed-to-Floating Rate              May 14, 2015                5.550% through             Semi-Annually           $10.23         $10.61          $27.75             -
                           Non-Cumulative                                                5/31/2020;            through 5/31/2020;
                                                                                     3-mo. LIBOR + 380              Quarterly
                                                                                       bps thereafter              thereafter
Series F(2)                    6.200%                     August 24, 2015                  6.200                    Quarterly             15.50           15.50           15.50           15.50
                           Non-Cumulative
Series G                       5.200%                      July 29, 2016                   5.200                    Quarterly             13.00           13.00           13.00           13.00
                           Non-Cumulative
Series H                       6.000%                    November 29, 2016                 6.000                    Quarterly             15.00           15.00           15.00           15.00
                           Non-Cumulative
Series I                       5.000%                   September 11, 2019                 5.000                    Quarterly             12.50           12.50           12.50           12.50
                           Non-Cumulative
Series J                       4.800%                    January 31, 2020                  4.800                    Quarterly             12.00           12.00           16.13             -
                           Non-Cumulative
Series K                       4.625%                   September 17, 2020                 4.625                    Quarterly              9.51             -               -               -
                           Non-Cumulative


__________
(1)On March 2, 2020, we redeemed all outstanding shares of our preferred stock
Series B.
(2)On December 1, 2020, we redeemed all outstanding shares of our preferred
stock Series F.
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, regulatory requirements 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. The Banks are subject to regulatory restrictions that limit their
ability to transfer funds to our BHC. As of December 31, 2020, funds available
for dividend payments from COBNA and CONA were $4.0 billion and $1.8 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. During the first quarter of 2020, we repurchased
approximately $312 million of shares of our common stock under the 2019 Stock
Repurchase Program before suspending further repurchases on March 13, 2020 in
response to the COVID-19 pandemic through the program's expiration at the end of
the second quarter of 2020. As noted above, for the third and fourth quarters of
2020, the Federal Reserve required all participating banking organizations,
including us, to suspend share repurchases as a measure of capital preservation.
On January 25, 2021, our Board of Directors authorized the repurchase of up to
$7.5 billion of shares of our common stock.
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
"MD&A-Capital Management-Capital Planning and Regulatory Stress Testing" and
"Part I-Item 1. Business-Supervision and Regulation-Dividends, Stock Repurchases
and Transfers of Funds".
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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 must
manage 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

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

                                           Capital and Liquidity Management (including Stress Testing)

                                                        Risk Data and Enabling Technology

                                                          Culture and Talent Management


Governance and Accountability
Governance and accountability 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 shall 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 shall assess 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. 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 shall determine the appropriate risk response. Risks may be
mitigated, accepted, transferred, or avoided. Actions taken to respond to the
risk 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 management's
risk appetite, including established concentration risk limits. The scope and
frequency of monitoring activities depend on the results of relevant risk
assessments, as well as specific business risk operations and activities.
The first line of defense is required to evaluate 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.
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.
Capital One's risk aggregation processes are designed to aggregate risk
information from lower levels of the business hierarchy to high levels and to
aggregate risk information to determine material risk themes.
Material risks, new or 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.
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Capital and Liquidity Management (including Stress Testing)
Our capital management processes are linked to our 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 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
our 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.
Capital One identifies and manages funding and liquidity risks that could affect
its earnings, balance sheet strength and investor confidence. The Company also
manages its liquidity position to satisfy regulatory requirements. The Company
implements its liquidity management philosophy through the Liquidity Adequacy
Framework ("Liquidity Framework"). The Liquidity Framework enables Capital One
to meet its liquidity goal of maintaining a fortified balance sheet that is
resilient to uncertainties that may arise because of systemic or idiosyncratic
liquidity events.
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 executing appropriate risk
management across the enterprise.
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Risk Categories
We apply our Framework to protect the Company from the major categories of risk
that we are exposed to through our business activities. Our seven major
categories of risk are:
                                                Major Categories of Risk

                                The risk to current or anticipated earnings 

or capital arising from violations of laws,


      Compliance                rules or regulations. Compliance risk can

also 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 arising from an


        Credit                  obligor's failure to meet the terms of any 

contract with the Company or otherwise perform


                                as agreed

                                The risk that the Company will not be able 

to meet its future financial obligations as


      Liquidity                 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 equity could be


        Market                  adversely impacted by changes in interest

rates, foreign exchange rates or other market


                                factors

                                The risk of loss, capital impairment, 

adverse customer experience or reputational impact


     Operational                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 associates and


      Reputation                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


      Strategic                 forces in the industry 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


We provide an overview of how we manage our seven 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.
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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, structural enhancements, or 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.
Liquidity Risk Management
We manage liquidity risk by applying our 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, 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
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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 analyses 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
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.
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.
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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 ongoing
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, and are 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.
•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.
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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. The information presented
in this section excludes loans held for sale, which totaled $2.7 billion and
$400 million as of December 31, 2020 and 2019, respectively. Concurrent with our
adoption of the CECL standard in the first quarter of 2020, we reclassified our
finance charge and fee reserve to our allowance for credit losses, with a
corresponding increase to credit card loans held for investment.
Table 16 presents the composition of our portfolio of loans held for investment
by portfolio segment as of December 31, 2020 and 2019.
Table 16: Portfolio Composition of Loans Held for Investment
                                                                   December 31, 2020                           December 31, 2019
(Dollars in millions)                                        Loans              % of Total               Loans              % of Total
Credit Card:
Domestic credit card                                     $   98,504                    39.1  %       $  118,606                    44.6  %
International card businesses                                 8,452                     3.4               9,630                     3.6
Total credit card                                           106,956                    42.5             128,236                    48.2
Consumer Banking:
Auto                                                         65,762                    26.2              60,362                    22.7
Retail banking(1)                                             3,126                     1.2               2,703                     1.0
Total consumer banking                                       68,888                    27.4              63,065                    23.7
Commercial Banking:(1)
Commercial and multifamily real estate                       30,681                    12.2              30,245                    11.4
Commercial and industrial                                    45,099                    17.9              44,263                    16.7

Total commercial banking                                     75,780                    30.1              74,508                    28.1
Total loans held for investment                          $  251,624                   100.0  %       $  265,809                   100.0  %


__________

(1)Includes PPP loans of $919 million and $238 million in our retail and commercial loan portfolios, respectively, as of December 31, 2020. See "MD&A-Credit Risk Profile-COVID-19 Customer Assistance Programs and Loan Modifications" for more information.


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Table 17 presents the maturities of our loans held for investment portfolio as
of December 31, 2020.
Table 17: Loan Maturity Schedule
                                                   December 31, 2020
                                Due Up to       > 1 Year
(Dollars in millions)            1 Year        to 5 Years       > 5 Years        Total
Fixed rate:
Credit card(1)                 $     646      $    11,294              -      $  11,940
Consumer banking                     711           40,176      $  27,263         68,150
Commercial banking                 1,370            5,414          8,444         15,228

Total fixed-rate loans             2,727           56,884         35,707         95,318
Variable rate:
Credit card(1)                    95,015                1              -         95,016
Consumer banking                     711               22              5            738
Commercial banking                14,006           38,299          8,247         60,552

Total variable-rate loans        109,732           38,322          8,252        156,306
Total loans                    $ 112,459      $    95,206      $  43,959      $ 251,624


__________
(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, 2020 and 2019.
Table 18: Credit Card Portfolio by Geographic Region
                                                                    December 31, 2020                           December 31, 2019
(Dollars in millions)                                        Amount              % of Total              Amount              % of Total
Domestic credit card:
California                                                $    9,943                     9.3  %       $   12,538                     9.8  %
Texas                                                          8,090                     7.6               9,353                     7.3
Florida                                                        6,910                     6.5               8,093                     6.3
New York                                                       6,327                     5.9               7,941                     6.2
Pennsylvania                                                   4,158                     3.9               4,979                     3.9
Illinois                                                       4,149                     3.9               5,195                     4.1
Ohio                                                           3,645                     3.4               4,388                     3.4
New Jersey                                                     3,179                     3.0               3,915                     3.1
Georgia                                                        3,046                     2.8               3,553                     2.8
Michigan                                                       3,010                     2.8               3,811                     3.0
Other                                                         46,047                    43.0              54,840                    42.6
Total domestic credit card                                    98,504                    92.1             118,606                    92.5
International card businesses:
Canada                                                         5,728                     5.4               6,493                     5.1
United Kingdom                                                 2,724                     2.5               3,137                     2.4
Total international card businesses                            8,452                     7.9               9,630                     7.5
Total credit card                                         $  106,956                   100.0  %       $  128,236                   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, 2020 and 2019.
Table 19: Consumer Banking Portfolio by Geographic Region
                                    December 31, 2020                     December 31, 2019
(Dollars in millions)             Amount           % of Total           Amount           % of Total
Auto:
Texas                       $          8,207           11.9  %    $          7,675           12.2  %
California                             7,573           11.0                  6,918           11.0
Florida                                5,544            8.1                  5,013            7.9
Georgia                                2,989            4.3                  2,757            4.4
Ohio                                   2,770            4.0                  2,652            4.2
Pennsylvania                           2,569            3.7                  2,334            3.7
Illinois                               2,431            3.5                  2,239            3.6
North Carolina                         2,280            3.3                  2,060            3.3
Other                                 31,399           45.7                 28,714           45.4
Total auto                            65,762           95.5                 60,362           95.7
Retail banking:
New York                               1,081            1.6                    793            1.3
Louisiana                                634            0.9                    708            1.1
Texas                                    576            0.8                    595            1.0
Maryland                                 224            0.3                    155            0.2
New Jersey                               222            0.3                    194            0.3
Virginia                                 179            0.3                    125            0.2
Other                                    210            0.3                    133            0.2
Total retail banking                   3,126            4.5                  2,703            4.3
Total consumer banking      $         68,888          100.0  %    $         63,065          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, 2020 and 2019.
Table 20: Commercial Banking Portfolio by Geographic Region
                                                            December 31, 2020
                                    Commercial
                                       and                        Commercial                                   Total
                                   Multifamily        % of            and           % of                    Commercial        % of
(Dollars in millions)              Real Estate        Total       Industrial        Total                     Banking        Total
Geographic concentration:(1)
Northeast                         $     17,306        56.4  %    $     8,995        20.0  %                $    26,301        34.7  %
Mid-Atlantic                             3,006         9.8             6,228        13.8                         9,234        12.2
South                                    4,134        13.5            14,974        33.2                        19,108        25.2
Other                                    6,235        20.3            14,902        33.0                        21,137        27.9
Total                             $     30,681       100.0  %    $    45,099       100.0  %                $    75,780       100.0  %


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                                                            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  %


__________
(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, 2020 and 2019. 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
(Percentage of portfolio)         December 31, 2020      December 31, 2019
Real estate                                    39  %                  39  %
Finance                                        17                     16
Healthcare                                     11                     12
Business services                               6                      6
Educational services                            5                      4
Public administration                           4                      4
Oil and gas                                     3                      5
Retail trade                                    3                      4
Construction and land                           3                      2
Other                                           9                      8
Total                                         100  %                 100  %


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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 borrower risk profiles, which give indications 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-off 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.
Table 22 provides details on the credit scores of our domestic credit card and
auto loan portfolios as of December 31, 2020 and 2019.
Table 22: Credit Score Distribution
(Percentage of portfolio)                                                 December 31, 2020       December 31, 2019
Domestic credit card-Refreshed FICO scores:(1)
Greater than 660                                                                      69  %                   67  %
660 or below                                                                          31                      33
Total                                                                                100  %                  100  %
Auto-At origination FICO scores:(2)
Greater than 660                                                                      46  %                   48  %
621 - 660                                                                             20                      20
620 or below                                                                          34                      32
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" 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 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 in
"MD&A-Business Segment Financial
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Performance." Amounts as of December 31, 2020 include the impacts of COVID-19
customer assistance programs where applicable. See "MD&A-Credit Risk
Profile-COVID-19 Customer Assistance Programs and Loan Modifications" for more
information.
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, 2020 and 2019.
Table 23: 30+ Day Delinquencies
                                                                              December 31, 2020                                                                    December 31, 2019
                                                 30+ Day Performing Delinquencies                30+ Day Delinquencies                30+ Day Performing Delinquencies                30+ Day Delinquencies
(Dollars in millions)                               Amount               Rate(1)               Amount               Rate(1)              Amount               Rate(1)               Amount               Rate(1)
Credit Card:
Domestic credit card                            $      2,388                2.42  %       $       2,388                2.42  %       $      4,656                3.93  %       $       4,656                3.93  %
International card businesses                            221                2.61                    234                2.77                   335                3.47                    353                3.66
Total credit card                                      2,609                2.44                  2,622                2.45                 4,991                3.89                  5,009                3.91
Consumer Banking:
Auto                                                   3,140                4.78                  3,381                5.14                 4,154                6.88                  4,584                7.59
Retail banking                                            41                1.32                     62                1.99                    28                1.02                     43                1.59
Total consumer banking                                 3,181                4.62                  3,443                5.00                 4,182                6.63                  4,627                7.34
Commercial Banking:
Commercial and multifamily real estate                   202                0.66                    341                1.11                    63                0.21                     67                0.22
Commercial and industrial                                 84                0.19                    158                0.35                   101                0.23                    244                0.55

Total commercial banking                                 286                0.38                    499                0.66                   164                0.22                    311                0.42
Total                                           $      6,076                2.41          $       6,564                2.61          $      9,337                3.51          $       9,947                3.74


__________
(1)Delinquency rates are calculated by dividing delinquency amounts by
period-end loans held for investment for each specified loan category.
Table 24 presents our 30+ day delinquent loans, by aging and geography, as of
December 31, 2020 and 2019.
Table 24: Aging and Geography of 30+ Day Delinquent Loans
                                  December 31, 2020                  December 31, 2019
(Dollars in millions)            Amount           Rate(1)           Amount           Rate(1)
Delinquency status:
30 - 59 days               $          3,330        1.32  %    $          4,444        1.67  %
60 - 89 days                          1,485        0.59                  2,537        0.95
> 90 days                             1,749        0.70                  2,966        1.12
Total                      $          6,564        2.61  %    $          9,947        3.74  %
Geographic region:
Domestic                   $          6,330        2.52  %    $          9,594        3.61  %
International                           234        0.09                    353        0.13
Total                      $          6,564        2.61  %    $          9,947        3.74  %


__________

(1)Delinquency rates are calculated by dividing delinquency amounts by total period-end loans held for investment.


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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, 2020 and 2019. 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.
Table 25: 90+ Day Delinquent Loans Accruing Interest
                                  December 31, 2020                  December 31, 2019
(Dollars in millions)            Amount           Rate(1)           Amount           Rate(1)
Loan category:
Credit card                $          1,251        1.17  %    $          2,407        1.88  %

Commercial banking                       51        0.07                      -           -
Total                      $          1,302        0.52       $          2,407        0.91
Geographic region:
Domestic                   $          1,220        0.50  %    $          2,277        0.89  %
International                            82        0.97                    130        1.34
Total                      $          1,302        0.52       $          2,407        0.91


__________
(1)Delinquency rates are calculated by dividing delinquency amounts by
period-end loans held for investment for each specified loan category.
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, 2020 and 2019. 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."
Table 26: Nonperforming Loans and Other Nonperforming Assets(1)
                                                                       December 31, 2020                      December 31, 2019
(Dollars in millions)                                              Amount              Rate               Amount              Rate
Nonperforming loans held for investment:(2)
Credit Card:
International card businesses                                   $      21                0.24  %       $      25                0.26  %
Total credit card                                                      21                0.02                 25                0.02
Consumer Banking:
Auto                                                                  294                0.45                487                0.81
Retail banking                                                         30                0.96                 23                0.87
Total consumer banking                                                324                0.47                510                0.81
Commercial Banking:
Commercial and multifamily real estate                                200                0.65                 38                0.12
Commercial and industrial                                             450                1.00                410                0.93

Total commercial banking                                              650                0.86                448                0.60

Total nonperforming loans held for investment(3)                $     995                0.40          $     983                0.37

Other nonperforming assets(4)                                          45                0.01                 63                0.02
Total nonperforming assets                                      $   1,040                0.41          $   1,046                0.39


__________


(1)We recognized interest income for loans classified as nonperforming of $39
million and $63 million in 2020 and 2019, respectively. Interest income foregone
related to nonperforming loans was $49 million and $60 million in 2020 and 2019,
respectively. Foregone interest income represents the amount
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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.
(3)Excluding the impact of domestic credit card loans, nonperforming loans as a
percentage of total loans held for investment was 0.65% and 0.67% as of December
31, 2020 and 2019, respectively.
(4)The denominators used in calculating nonperforming asset rates consist of
total loans held for investment and other nonperforming assets.
Net Charge-Offs
Net charge-offs consist of the amortized cost basis, excluding accrued interest,
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
credit losses when we determine the loan is uncollectible and record subsequent
recoveries of previously charged off amounts as increases to the allowance for
credit 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
2020, 2019 and 2018.
Table 27: Net Charge-Offs (Recoveries)
                                                                            

Year Ended December 31,


                                                                        2020                      2019                                   2018
(Dollars in millions)                                                                  Amount             Rate(1)             Amount             Rate(1)             Amount             Rate(1)
Credit Card:
Domestic credit card                                                                $   4,002                3.93  %       $   4,818                4.58  %       $   4,782                4.74  %
International card businesses                                                             268                3.26                331                3.71                287                3.19
Total credit card                                                                       4,270                3.88              5,149                4.51              5,069                4.62
Consumer Banking:
Auto                                                                                      522                0.83                876                1.51                912                1.64
Retail banking                                                                             56                1.82                 71                2.57                 70                2.26
Home Loan                                                                                   -                   -                  -                   -                 (1)              (0.02)
Total consumer banking                                                                    578                0.87                947                1.56                981                1.51
Commercial Banking:
Commercial and multifamily real estate                                                     41                0.13                  1                   -                  2                0.01
Commercial and industrial                                                                 336                0.73                155                0.36                 54                0.14

Total commercial banking                                                                  377                0.49                156                0.22                 56                0.08
Other loans                                                                                 -                   -                  -                   -                  6               34.09
Total net charge-offs                                                               $   5,225                2.06          $   6,252                2.53          $   6,112                2.52
Average loans held for investment                                                   $ 253,335                              $ 247,450                              $ 242,118


__________
(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.

                       91    Capital One Financial Corporation (COF)


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COVID-19 Customer Assistance Programs and Loan Modifications
In response to the COVID-19 pandemic, the Federal Banking Agencies supported
banking organizations that are taking actions to assist customers in a prudent,
safe and sound manner, including through loan modifications. As part of our
response to the COVID-19 pandemic, we began offering programs to accommodate
customer hardship across our lines of business in the first quarter of 2020,
with the largest programs offered to our Auto and Domestic Card customers. Our
COVID-19 programs were designed to be short-term accommodations so that we could
provide our customers with prompt relief. Information about the customer
accommodation programs we offered during 2020 is below, along with the impacts
of enrollment on accrual and delinquency status.
Additional guidance issued by the Federal Banking Agencies and contained in the
CARES Act provides banking organizations with TDR relief for modifications of
current borrowers impacted by the COVID-19 pandemic. In adherence with the
guidance, we assessed all loan modifications introduced to current borrowers in
response to the COVID-19 pandemic through December 31, 2020, that would have
been designated as TDRs under our existing policies, and followed guidance that
any such eligible loan modifications made on a temporary and good faith basis
are not considered TDRs. Through December 31, 2020, approximately 80% of
enrollments in our customer accommodation programs have been for only 1-2
months, which would generally not have resulted in TDR classification under our
existing policies as the concession granted was insignificant.
We consider the impact of all loan modifications, including those offered via
our COVID-19 programs, when estimating the credit quality of our loan portfolio
and establishing allowance levels. For our Commercial Banking customers,
enrollment in a customer assistance program is also considered in the assignment
of an internal risk rating.
Auto Customer Assistance Program
Within our auto business, we generally offered customers a 1-2 month payment
extension, with an option to renew, and fee waivers. Auto loans enrolled in
short-term payment extensions continue to accrue interest. The contractual term
of the loan is extended by the length of the short-term payment extension and
the delinquency status is updated to reflect the revised terms of the loan. For
customers that were delinquent at the time of enrollment, their delinquency
status is reduced commensurate with the length of the short-term payment
extension. For most of 2020, relief was limited to a maximum of six monthly
payments. In December 2020, the limit was reduced to a maximum of four monthly
payments when temporary payment reduction programs were made available to
customers.
Through December 31, 2020, a total of 17.8% of accounts representing $12.3
billion of loans outstanding have received a short-term payment extension at any
time through this program (including those who are no longer enrolled).
Approximately 73% of these customers were current at the time of their first
enrollment. As of December 31, 2020, approximately 0.6% of accounts,
representing $437 million of loans outstanding, were enrolled and had been
approved to skip their upcoming payment. Approximately 81% of total cumulative
enrollments, representing $10.3 billion of loans outstanding, were current as of
December 31, 2020.
Domestic Card Customer Assistance Program
Within our domestic credit card business, customers were offered a one-month
payment deferral, with the option to renew, and fee waivers. Card loans enrolled
in the deferral program continue to accrue interest. Their delinquency status
was generally frozen at the time of enrollment and, upon exiting the program,
resumed the delinquency status at the time of enrollment.
Through December 31, 2020, excluding certain retail partnership portfolios, a
total of 2.9% of active accounts representing $3.9 billion of loans outstanding
have received a payment deferral at any time through this program (including
those who are no longer enrolled as of December 31, 2020). Approximately 91% of
these customers were current at the time of their first enrollment. As of
December 31, 2020, approximately 0.1% of active accounts, representing $135
million of loans outstanding, were enrolled and had been approved to skip their
upcoming payment. Approximately 83% of total cumulative enrollments,
representing $3.1 billion of loans outstanding, were current as of December 31,
2020.
Temporary Payment Reduction Programs
As the COVID-19 pandemic has progressed, we have continued to work with
customers to understand their needs. In response to those efforts, temporary
payment reduction programs, ranging from 6-9 months, were made available to auto
and domestic card customers in the fourth quarter of 2020. As of December 31,
2020, less than 0.1% of accounts were enrolled in these programs.
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Other Customer Assistance Programs
While the vast majority of enrollments were in our auto and domestic card
business, hardship accommodations were also made available to our international
credit card, small business banking, and commercial banking customers. For our
commercial banking customers, our offerings are more customized, but generally
include short-term payment deferrals. We also offered PPP loans to our eligible
small business banking and commercial banking clients.
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 amortized cost of loans modified in TDRs as of December
31, 2020 and 2019, which excludes loan modifications that do not meet the
definition of a TDR and loans that received relief under the guidance issued by
the Federal Banking Agencies and contained in the CARES Act in response to the
COVID-19 pandemic.
Table 28: Troubled Debt Restructurings
                                                                       December 31, 2020                              December 31, 2019
                                                                                    % of Total                                     % of Total
(Dollars in millions)                                          Amount              Modifications              Amount              Modifications
Credit Card:
Domestic credit card                                        $     511                        24.5  %       $     630                        38.1  %
International card businesses                                     217                           10.4             201                        12.2
Total credit card                                                 728                           34.9             831                        50.3
Consumer banking:
Auto                                                              615                        29.5                346                        20.9
Retail banking                                                     18                         0.9                 24                         1.5
Total consumer banking                                            633                        30.4                370                        22.4
Commercial banking                                                723                        34.7                451                        27.3
Total                                                       $   2,084                       100.0  %       $   1,652                       100.0  %
Status of TDRs:
Performing                                                  $   1,718                        82.4  %       $   1,347                        81.5  %
Nonperforming                                                     366                        17.6                305                        18.5
Total                                                       $   2,084                       100.0  %       $   1,652                       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 amortized cost.
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
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subsequent to modification, in "Note 3-Loans."
Allowance for Credit Losses and Reserve for Unfunded Lending Commitments
Our allowance for credit losses represents management's current estimate of
expected credit losses over the contractual terms of our loans held for
investment as of each balance sheet date. Expected recoveries of amounts
previously charged off or expected to be charged off are recognized within the
allowance. We also estimate expected credit losses related to unfunded lending
commitments that are not unconditionally cancellable. 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. We provide additional information on the methodologies and key
assumptions used in determining our allowance for credit losses in "Note
1-Summary of Significant Accounting Policies."
Table 29 presents changes in our allowance for credit losses and reserve for
unfunded lending commitments for 2020 and 2019, and details by portfolio segment
for the provision for credit losses, charge-offs and recoveries. The cumulative
effects from the adoption of the CECL standard and the change to include our
finance charge and fee reserve in the allowance for credit losses are included
in Table 29 and Table 30 below.



                       94    Capital One Financial Corporation (COF)

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Table 29: Allowance for Credit Losses and Reserve for Unfunded Lending
Commitments Activity


                                                                             Credit Card                                                  Consumer Banking
                                                                                                                                                                  Total
                                                                            International Card        Total Credit                            Retail            Consumer            Commercial
(Dollars in millions)                                Domestic Card              Businesses                Card               Auto            Banking             Banking              Banking                    Total
Allowance for loan and lease losses:
Balance as of December 31, 2018                    $        5,144          $             391          $    5,535          $   990          $      58          $    1,048          $        637                $  7,220
Charge-offs                                                (6,189)                      (522)             (6,711)          (1,829)               (88)             (1,917)                 (181)                 (8,809)
Recoveries(1)                                               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 losses                         4,671                        321               4,992              870                 67                 937                   294                   6,223
Allowance build (release) for loan and lease                 (147)                       (10)               (157)              (6)                (4)                (10)                  138                     (29)
losses
Other changes(2)                                                -                         17                  17                -                  -                   -                     -                      17
Balance as of December 31, 2019                             4,997                        398               5,395              984                 54               1,038                   775                   7,208
Reserve for unfunded lending commitments:
Balance as of December 31, 2018                                 -                          -                   -                -                  4                   4                   118                     122
Provision for losses on unfunded lending                        -                          -                   -                -                  1                   1                    12                      13

commitments


Balance as of December 31, 2019                                 -                          -                   -                -                  5                   5                   130                     135
Combined allowance and reserve as of               $        4,997          $             398          $    5,395          $   984          $      59          $    1,043          $        905                $  7,343
December 31, 2019

Allowance for credit losses:
Balance as of December 31, 2019                    $        4,997          $             398          $    5,395          $   984          $      54          $    1,038          $        775                $  7,208
Cumulative effects from adoption of the CECL                2,237                          4               2,241              477                 25                 502                   102                   2,845

standard


Finance charge and fee reserve                                439                         23                 462                -                  -                   -                     -                     462

reclassification(3)


Balance as of January 1, 2020                               7,673                        425               8,098            1,461                 79               1,540                   877                  10,515
Charge-offs                                                (5,318)                      (431)             (5,749)          (1,464)               (70)             (1,534)                 (394)                 (7,677)
Recoveries(1)                                               1,316                        163               1,479              942                 14                 956                    17                   2,452
Net charge-offs                                            (4,002)                      (268)             (4,270)            (522)               (56)               (578)                 (377)                 (5,225)
Provision for credit losses                                 6,979                        348               7,327            1,676                 77               1,753                 1,158                  10,238
Allowance build for credit losses                           2,977                         80               3,057            1,154                 21               1,175                   781                   5,013
Other changes(2)                                                -                         36                  36                -                  -                   -                     -                      36
Balance as of December 31, 2020                            10,650                        541              11,191            2,615                100               2,715                 1,658                  15,564
Reserve for unfunded lending commitments:
Balance as of December 31, 2019                                 -                          -                   -                -                  5                   5                   130                     135
Cumulative effects from adoption of the CECL                    -                          -                   -                -                 (5)                 (5)                   42                      37
standard
Balance as of January 1, 2020                                   -                          -                   -                -                  -                   -                   172                     172
Provision for losses on unfunded lending                        -                          -                   -                -                  -                   -                    23                      23

commitments



Balance as of December 31, 2020                                 -                          -                   -                -                  -                   -                   195                     195
Combined allowance and reserve as of               $       10,650          $             541          $   11,191          $ 2,615          $     100          $    2,715          $      1,853                $ 15,759
December 31, 2020


__________
(1)The amount and timing of recoveries are 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.
(2)Represents foreign currency translation adjustments.
(3)Concurrent with our adoption of the CECL standard in the first quarter of
2020, we reclassified our finance charge and fee reserve to our allowance for
credit losses, with a corresponding increase to credit card loans held for
investment.

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Allowance coverage ratios are calculated based on the allowance for credit
losses for each specified portfolio segment divided by period-end loans held for
investment within the specified loan category, as defined below. Table 30
presents the allowance coverage ratios as of December 31, 2020 and 2019.
Table 30: Allowance Coverage Ratios
                                                                      December 31, 2020                                               December 31, 2019
                                                                                                                   Allowance for
                                                  Allowance for                                Allowance             Loan and                                 Allowance
(Dollars in millions)                             Credit Losses          

Amount(1) Coverage Ratio Lease Losses Amount(1)


      Coverage Ratio
Credit Card                                      $      11,191          $    2,622                 426.80  %       $    5,395          $    5,009                 107.70  %
Consumer Banking                                         2,715               3,443                  78.85               1,038               4,627                  22.42
Commercial Banking                                       1,658                 650                 254.97                 775                 448                 173.20
Total                                            $      15,564             251,624                   6.19          $    7,208             265,809                   2.71


__________
(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 credit losses increased by $8.4 billion to $15.6 billion, and
our allowance coverage ratio increased by 348 basis points to 6.19% as of
December 31, 2020 from 2019, driven by the allowance builds in the first and
second quarters of 2020 from expectations of economic worsening as a result of
the COVID-19 pandemic as well as the adoption of the CECL standard in the first
quarter of 2020.
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 and cash
equivalents, 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, 2020 and 2019.
Table 31: Liquidity Reserves
                                                                  December 31,           December 31, 2019
(Dollars in millions)                                                 2020
Cash and cash equivalents                                        $     40,509          $           13,407

Investment securities available for sale, at fair value               100,445                      79,213

FHLB borrowing capacity secured by loans                               10,162                      10,835
Outstanding FHLB advances and letters of credit secured by                (72)                     (7,210)

loans


Investment securities encumbered for Public Funds and                  (7,052)                     (5,688)
others
Total liquidity reserves                                         $    143,992          $           90,557


Our liquidity reserves increased by $53.4 billion to $144.0 billion as of
December 31, 2020 from December 31, 2019 primarily driven by increases in our
cash balances from deposit growth and in our investment securities. See
"MD&A-Risk Management" for additional information on our management of liquidity
risk.
Liquidity Coverage Ratio
We are subject to the 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 2020 was 145%, which 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.
See "Part I-Item 1. Business-Supervision and Regulation" for additional
information.
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Borrowing Capacity
We maintain a shelf registration with the 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, 2020, we pledged both loans and securities to the FHLB to secure a maximum
borrowing capacity of $19.6 billion, of which only $72 million was used. Our
FHLB membership is supported by our investment in FHLB stock of $30 million and
$328 million as of December 31, 2020 and 2019, respectively, which was
determined in part based on our outstanding advances. As of December 31, 2020,
we pledged loans to secure a borrowing capacity of $20.0 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, 2020 and 2019.
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 and 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.
Deposits
Table 32 provides a comparison of average balances, interest expense and average
deposit interest rates for the years ended December 31, 2020, 2019 and 2018.
Table 32: Deposits Composition and Average Deposit Interest Rates


                                                                                                                       Year Ended December 31,
                                                                  2020                                                           2019                                                           2018
                                                                                   Average                                                        Average                                                        Average
                                          Average           Interest               Deposit               Average           Interest               Deposit               Average           Interest               Deposit

(Dollars in millions)                     Balance            Expense            Interest Rate            Balance            Expense            Interest Rate            Balance            Expense            Interest Rate
Interest-bearing checking               $  37,136          $    129                      0.35  %                                                        0.84  %                                                        0.63  %
accounts(1)                                                                                            $  34,343          $    289                                    $  38,843          $    245
Saving deposits(2)                        184,466             1,278                      0.69            154,910             2,048                      1.32            149,443             1,603                      1.07
Time deposits less than $100,000           26,253               522                      1.99             27,202               746                      2.74             25,535               606                      2.37
Total interest-bearing core               247,855             1,929                      0.78                                                           1.42                                                           1.15
deposits                                                                                                 216,455             3,083                                      213,821             2,454
Time deposits of $100,000 or more          15,424               236                      1.53             15,154               337                      2.22              7,672               143                      1.87
Foreign deposits                                -                 -                         -                  -                 -                         -                267                 1                      0.41

Total interest-bearing deposits $ 263,279 $ 2,165

             0.82          $ 231,609          $  3,420                      1.48          $ 221,760          $  2,598                      1.17


__________

(1)Includes negotiable order of withdrawal accounts. (2)Includes money market deposit accounts.


                       97    Capital One Financial Corporation (COF)


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The FDIC limits the acceptance of brokered deposits to well-capitalized insured
depository institutions and, with a waiver from the FDIC, to
adequately-capitalized institutions. COBNA and CONA were well-capitalized, as
defined under the federal banking regulatory guidelines, as of December 31, 2020
and 2019, 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 in "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, 2020 and 2019. 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,
                                        2020                          2019
(Dollars in millions)          Amount       % of Total       Amount       % of Total
Up to three months           $  4,285           37.3  %    $  3,801           21.8  %
> 3 months to 6 months          2,924           25.5          3,953           22.6
> 6 months to 12 months         2,106           18.3          6,139           35.2
> 12 months                     2,167           18.9          3,564           20.4
Total                        $ 11,482          100.0  %    $ 17,457          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 $6.6 billion to $668 million as of December 31, 2020
from December 31, 2019 driven by maturities of our short-term FHLB advances.
Our long-term debt, which primarily consists of securitized debt obligations and
senior and subordinated notes, decreased by $8.5 billion to $39.9 billion as of
December 31, 2020 from December 31, 2019 primarily due to the repurchase of a
portion of our senior unsecured debt and net maturities in our credit card
securitization program. 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, 2020, 2019 and 2018.
Table 34: Long-Term Funding


                                                  Issuances                          Maturities/Redemptions
                                           Year Ended December 31,                  Year Ended December 31,
(Dollars in millions)                  2020          2019         2018          2020          2019          2018
Securitized debt obligations        $  1,250      $  6,673      $ 1,000      $  6,868      $  7,285      $  2,673
Senior and subordinated notes          4,000         4,161        5,250         8,092         5,344         5,055
FHLB advances                              -             -          750             -           251         9,108
Total                               $  5,250      $ 10,834      $ 7,000      $ 14,960      $ 12,880      $ 16,836


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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, 2020 and 2019.
Table 35: Senior Unsecured Long-Term Debt Credit Ratings
                           December 31, 2020                             December 31, 2019
                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 18, 2021, Moody's Investors Service ("Moody's"), Standard &
Poor's ("S&P"), and Fitch Ratings ("Fitch") have our credit ratings on a
negative 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, 2020. 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."
Table 36: Contractual Obligations
                                                                                              December 31, 2020
                                                            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)                     $ 21,381

$ 8,659 $ 2,581 $ 126 $ 32,747 Securitized debt obligations(2)

                             2,331                6,722                1,858               1,503            12,414
Other debt:
Federal funds purchased and securities loaned or
sold under agreements to repurchase                           668                    -                    -                   -               668
Senior and subordinated notes                               3,878                8,520                8,149               6,835            27,382
Other borrowings                                               20                   38                    8                   9                75
Total other debt(2)                                         4,566                8,558                8,157               6,844            28,125
Operating leases                                              296                  522                  396                 721             1,935
Purchase obligations(3)                                       498                  760                  278                 104             1,640
Total                                                    $ 29,072          $    25,221          $    13,270          $    9,298          $ 76,861


__________
(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 $2.8 billion as of December 31, 2020,
and represent forecasted net interest payments based on interest rates as of
December 31, 2020. These forecasts use the contractual maturity date of each
liability and include the impact of hedges where applicable.
(3)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.
                       99    Capital One Financial Corporation (COF)


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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.
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 in higher
rate scenarios and decrease modestly in lower rate scenarios. Our current
sensitivity to upward shocks has increased as compared to December 31, 2019
mainly due to the decline in interest rates and the growth in deposits and cash.
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 increases in higher rate scenarios and
decreases in lower interest rate scenarios. Similar to the changes in net
interest income sensitivity, our current economic value of equity sensitivity to
upward shocks has also increased as compared to December 31, 2019 mainly due to
the decline in interest rates and the growth in deposits and cash.
                       100    Capital One Financial Corporation (COF)


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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, 2020 and 2019. 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, 2020       December 31, 2019
Estimated impact on projected baseline net interest income:
+200 basis points                                                                 5.6  %                  1.8  %

+100 basis points                                                                 4.3                     1.3
+50 basis points                                                                  2.4                     1.1
-50 basis points                                                                 (0.9)                   (0.5)

Estimated impact on economic value of equity:
+200 basis points                                                                 4.2                    (3.6)

+100 basis points                                                                 6.0                     0.5
+50 basis points                                                                  4.0                     0.8
-50 basis points                                                                 (7.0)                   (2.4)


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.
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
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 320 million GBP and 761 million GBP as of December 31, 2020 and 2019,
respectively, and 5.3 billion CAD and 6.6 billion CAD as of December 31, 2020
and 2019, respectively. Our EUR-denominated borrowings outstanding were 1.3
billion EUR and 1.2 billion EUR as of December 31, 2020 and 2019, respectively.
                       101    Capital One Financial Corporation (COF)


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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 equity invested in our foreign operations
net of related net investment hedges where applicable. Our gross equity
exposures in our U.K. and Canadian operations were 1.7 billion GBP and 1.6
billion GBP as of December 31, 2020 and 2019, respectively, and 1.5 billion CAD
and 1.4 billion CAD as of December 31, 2020 and 2019, 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. 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. The ARRC has
recommended SOFR as the preferred alternative rate for certain U.S. dollar
derivative and cash instruments. While the ARRC has recommended SOFR as the
replacement rate for LIBOR, there is acknowledgment that the development of a
credit-sensitive element could be a complement to SOFR. It is unclear as to the
likelihood and timing, but such a development would have impacts to our
transition efforts.
On November 30, 2020, the ICE Benchmark Administration ("IBA"), the
administrator of LIBOR, announced that it will consult on its intention to cease
publication of the 1-week and 2-month USD LIBOR settings immediately following
the LIBOR publication on December 31, 2021, and the remaining USD LIBOR tenors
(Overnight 1, 3, 6, and 12 months) immediately following the LIBOR publication
on June 30, 2023. The continuation of USD LIBOR as a representative rate into
mid-2023 allows many legacy USD LIBOR contracts to mature prior to cessation and
should support customers' and financial services firms' building operational
readiness to support new products and additional market developments. Responses
were due on January 25, 2021 with a final decision thereafter.
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, 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 an assessment of exposures and are developing exposure reporting for
products, legal contracts, systems, models and processes;
•included LIBOR transition language ("fallback language") for certain new legal
contracts and agreements;
•started issuing securities and originating agency multifamily loans with
SOFR-based features in 2020 to align with GSE new-issue requirements, and
•officially adhered to the International Swaps and Derivatives Association
("ISDA") fallback protocol in January 2021.
                       102    Capital One Financial Corporation (COF)


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We also continue to focus our transition efforts on:
•monitoring market developments for the application of hardwired language from
the ARRC;
•engaging with industry experts to better understand the proposed IBA's
extension announcement and its impact on the markets and our transition plans;
•reviewing existing legal contracts and agreements and assessing fallback
language impacts;
•monitoring and reducing our LIBOR exposure;
•building internal operational readiness and risk management processes;
•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."
                       103    Capital One Financial Corporation (COF)


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SUPPLEMENTAL TABLES


Table A-Loans Held for Investment Portfolio Composition


                                                                                              December 31,
(Dollars in millions)                                       2020               2019               2018               2017               2016
Credit Card:
Domestic credit card                                    $  98,504          

$ 118,606 $ 107,350 $ 105,293 $ 97,120 International card businesses

                               8,452              9,630              9,011              9,469              8,432
Total credit card                                         106,956            128,236            116,361            114,762            105,552
Consumer Banking:
Auto                                                       65,762             60,362             56,341             53,991             47,916
Home loan                                                       -                  -                  -             17,633             21,584
Retail banking                                              3,126              2,703              2,864              3,454              3,554
Total consumer banking                                     68,888             63,065             59,205             75,078             73,054
Commercial Banking:
Commercial and multifamily real estate                     30,681             30,245             28,899             26,150             26,609
Commercial and industrial                                  45,099             44,263             41,091             38,025             39,824
Total commercial lending                                   75,780             74,508             69,990             64,175             66,433
Small-ticket commercial real estate                             -                  -                343                400                483
Total commercial banking                                   75,780             74,508             70,333             64,575             66,916
Other loans                                                     -                  -                  -                 58                 64
Total loans                                             $ 251,624          $ 265,809          $ 245,899          $ 254,473          $ 245,586

Table B-Performing Delinquencies


                                                                                                                                 December 31,
                                                       2020                                     2019                                   2018                                   2017                                   2016
(Dollars in millions)                     Loans(1)(2)            Rate(3)            Loans(2)            Rate(3)            Loans(2)            Rate(3)            Loans(2)            Rate(3)            Loans(2)            Rate(3)
Delinquent loans:
30 - 59 days                            $      3,307                 1.31 %       $   4,417                1.66  %       $   4,255                1.73  %       $   3,908                1.53  %       $   3,416                1.39  %
60 - 89 days                                   1,467                0.58              2,513                0.94              2,406                0.98              2,086                0.82              1,833                0.75
90 - 119 days                                    552                0.22                975                0.37                866                0.35                862                0.34                771                0.31
120 - 149 days                                   407                0.16                813                0.31                736                0.30                734                0.29                628                0.26
150 or more days                                 343                0.14                619                0.23                632                0.26                637                0.25                537                0.22
Total                                   $      6,076                 2.41 %       $   9,337                3.51  %       $   8,895                3.62  %       $   8,227                3.23  %       $   7,185                2.93  %
By geographic area:
Domestic                                $      5,855                2.32  %       $   9,002                3.38  %       $   8,578                3.49  %       $   7,883                3.10  %       $   6,902                2.81  %
International                                    221                0.09                335                0.13                317                0.13                344                0.13                283                0.12
Total                                   $      6,076                 2.41 %       $   9,337                3.51  %       $   8,895                3.62  %       $   8,227                3.23  %       $   7,185                2.93  %
Total loans held for investment         $    251,624                              $ 265,809                              $ 245,899                              $ 254,473                              $ 245,586


__________
(1)Concurrent with our adoption of the CECL standard in the first quarter of
2020, we reclassified our finance charge and fee reserve to our allowance for
credit losses, with a corresponding increase to credit card loans held for
investment.
(2)Performing TDRs totaled $1.7 billion, $1.3 billion, $1.4 billion, $1.9
billion and $1.6 billion as of December 31, 2020, 2019, 2018, 2017 and 2016,
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.
                       104    Capital One Financial Corporation (COF)


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Table C-Nonperforming Loans and Other Nonperforming Assets
                                                                                           December 31,
(Dollars in millions)                                         2020             2019            2018            2017             2016
Nonperforming loans held for investment:
Credit Card:
International card businesses                              $    21          $    25          $  22          $    24          $    42
Total credit card                                               21               25             22               24               42
Consumer Banking:
Auto                                                           294              487            449              376              223
Home loan                                                        -                -              -              176              273
Retail banking                                                  30               23             30               35               31
Total consumer banking                                         324              510            479              587              527
Commercial Banking:
Commercial and multifamily real estate                         200               38             83               38               30
Commercial and industrial                                      450              410            223              239              988
Total commercial lending                                       650              448            306              277            1,018
Small-ticket commercial real estate                              -                -              6                7                4
Total commercial banking                                       650              448            312              284            1,022
Other loans                                                      -                -              -                4                8
Total nonperforming loans held for investment              $   995          $   983          $ 813          $   899          $ 1,599

Other nonperforming assets                                      45               63             59              153              280
Total nonperforming assets                                 $ 1,040         

$ 1,046 $ 872 $ 1,052 $ 1,879 Total nonperforming loans(1)

                                  0.40  %       

0.37 % 0.33 % 0.35 % 0.65 % Total nonperforming assets(2)

                                 0.41             0.39           0.35             0.41             0.76


__________

(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.


                       105    Capital One Financial Corporation (COF)


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Table D-Net Charge-Offs
                                                                                    Year Ended December 31,
(Dollars in millions)                                   2020               2019               2018               2017               2016
Average loans held for investment                   $ 253,335          $    247,450       $ 242,118          $ 245,565          $ 233,272
Net charge-offs                                         5,225                 6,252           6,112              6,562              5,062
Net charge-off rate                                      2.06  %          2.53    %            2.52  %            2.67  %            2.17  %


Table E-Summary of Allowance for Credit Losses and Reserve for Unfunded Lending
Commitments
                                                                                       December 31,
(Dollars in millions)                                    2020              2019             2018             2017             2016
Allowance for credit losses:
Balance at beginning of period(1)                     $ 10,515          $ 7,220          $ 7,502          $ 6,503          $ 5,130

Charge-offs:
Credit card                                             (5,749)          (6,711)          (6,657)          (6,321)          (5,019)
Consumer banking                                        (1,534)          (1,917)          (1,832)          (1,677)          (1,226)
Commercial banking                                        (394)            (181)            (119)            (481)            (307)
Other                                                        -                -               (7)             (34)              (3)
Total charge-offs                                       (7,677)          (8,809)          (8,615)          (8,513)          (6,555)
Recoveries:
Credit card                                              1,479            1,562            1,588            1,267            1,066
Consumer banking                                           956              970              851              639              406
Commercial banking                                          17               25               63               16               15
Other                                                        -                -                1               29                6
Total recoveries                                         2,452            2,557            2,503            1,951            1,493
Net charge-offs                                         (5,225)          (6,252)          (6,112)          (6,562)          (5,062)
Provision for credit losses                             10,238            6,223            5,858            7,563            6,491
Allowance build (release) for credit losses              5,013              (29)            (254)           1,001            1,429
Other changes                                               36               17              (28)              (2)             (56)
Balance at end of period                              $ 15,564          $

7,208 $ 7,220 $ 7,502 $ 6,503 Reserve for unfunded lending commitments: Balance at beginning of period(2)

                     $    172          $   

122 $ 124 $ 136 $ 168



Provision (benefit) for losses on unfunded                  23               13               (2)             (12)             (32)
lending commitments

Balance at end of period                                   195              135              122              124              136

Combined allowance and reserve at end of period $ 15,759 $ 7,343 $ 7,342 $ 7,626 $ 6,639 Allowance for credit losses as a percentage of

            6.19  %          2.71  %          2.94  %          2.95  %          2.65  %
loans held for investment
Combined allowance and reserve by geographic
distribution:
Domestic                                              $ 15,218          $ 6,945          $ 6,951          $ 7,251          $ 6,262
International                                              541              398              391              375              377
Total                                                 $ 15,759          $ 7,343          $ 7,342          $ 7,626          $ 6,639
Combined allowance and reserve by portfolio
segment:
Credit card                                           $ 11,191          $ 5,395          $ 5,535          $ 5,648          $ 4,606
Consumer banking                                         2,715            1,043            1,052            1,249            1,109
Commercial banking                                       1,853              905              755              728              922
Other                                                        -                -                -                1                2
Total                                                 $ 15,759          $ 7,343          $ 7,342          $ 7,626          $ 6,639


__________
(1)Includes both the cumulative effects from adoption of the CECL standard of
$2.8 billion and the reclassification of our finance charge and fee reserve of
$462 million to our allowance for credit losses in the first quarter of 2020.
(2)Includes cumulative effects from adoption of the CECL standard of $37 million
in the first quarter of 2020.
                       106    Capital One Financial Corporation (COF)


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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)                                        2020               2019               2018               2017               2016
Tangible Common Equity
(Period-End):
Stockholders' equity                      $  60,204          $  58,011     

$ 51,668 $ 48,730 $ 47,514 Goodwill and intangible assets(1)

           (14,809)           (14,932)           (14,941)           (15,106)           (15,420)
Noncumulative perpetual preferred            (4,847)            (4,853)            (4,360)            (4,360)            (4,360)

stock


Tangible common equity                    $  40,548          $  38,226      

$ 32,367 $ 29,264 $ 27,734 Tangible Common Equity (Average): Stockholders' equity

                      $  58,201          $  55,690      

$ 50,192 $ 49,530 $ 48,753 Goodwill and intangible assets(1)

           (14,875)           (14,927)           (15,017)           (15,308)           (15,550)
Noncumulative perpetual preferred            (5,247)            (4,729)            (4,360)            (4,360)            (3,591)

stock


Tangible common equity                    $  38,079          $  36,034      

$ 30,815 $ 29,862 $ 29,612 Tangible Assets (Period-End): Total assets

                              $ 421,602          $ 390,365      

$ 372,538 $ 365,693 $ 357,033 Goodwill and intangible assets(1)

           (14,809)           (14,932)           (14,941)           (15,106)           (15,420)
Tangible assets                           $ 406,793          $ 375,433      

$ 357,597 $ 350,587 $ 341,613 Tangible Assets (Average): Total assets

                              $ 411,187          $ 374,924      

$ 363,036 $ 354,924 $ 339,974 Goodwill and intangible assets(1)

           (14,875)           (14,927)           (15,017)           (15,308)           (15,550)
Tangible assets                           $ 396,312          $ 359,997      

$ 348,019 $ 339,616 $ 324,424 Non-GAAP Ratio: Tangible common equity ("TCE")(2)

              10.0  %            10.2  %             9.1  %             8.3  %             8.1  %


__________


(1)Includes impact of related deferred taxes.
(2)TCE ratio is a non-GAAP measure calculated based on TCE divided by tangible
assets.
                       107    Capital One Financial Corporation (COF)


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Table G-Selected Quarterly Financial Information
(Dollars in millions, except per share                                       2020                                                                       

2019


data and as noted) (unaudited)                    Q4                 Q3                 Q2                 Q1                 Q4                 Q3                 Q2                 Q1
Summarized results of operations:
Interest income                              $   6,391          $   6,215          $   6,318          $   7,109          $   7,270          $   7,075          $   7,076          $   7,092
Interest expense                                   518                660                858              1,084              1,204              1,338              1,330              1,301
Net interest income                              5,873              5,555              5,460              6,025              6,066              5,737              5,746              5,791
Provision for credit losses                        264                331              4,246              5,423              1,818              1,383              1,342              1,693
Net interest income after provision              5,609              5,224              1,214                602              4,248              4,354              4,404              4,098
for credit losses
Non-interest income                              1,464              1,826              1,096              1,224              1,361              1,222              1,378              1,292
Non-interest expense                             4,009              3,548              3,770              3,729              4,161              3,872              3,779              3,671
Income (loss) from continuing                    3,064              3,502             (1,460)            (1,903)             1,448              1,704              2,003              1,719
operations before income taxes
Income tax provision (benefit)                     496              1,096               (543)              (563)               270                375                387                309
Income (loss) from continuing                    2,568              2,406               (917)            (1,340)             1,178              1,329              1,616              1,410
operations, net of tax
Income (loss) from discontinued                     (2)                 -                 (1)                 -                 (2)                 4                  9                  2
operations, net of tax
Net income (loss)                                2,566              2,406               (918)            (1,340)             1,176              1,333              1,625              1,412
Dividends and undistributed earnings
allocated to participating securities              (19)               (20)                (1)                (3)                (7)               (10)               (12)               (12)
Preferred stock dividends                          (68)               (67)               (90)               (55)               (97)               (53)               (80)               (52)
Issuance cost for redeemed preferred               (17)                 -                  -                (22)               (31)                 -                  -                  -

stock

Net income (loss) available to common $ 2,462 $ 2,319

$ (1,009) $ (1,420) $ 1,041 $ 1,270

        $   1,533          $   1,348
stockholders
Common share statistics:
Basic earnings per common share:
Net income (loss) from continuing            $    5.36          $    5.07   

$ (2.21) $ (3.10) $ 2.26 $ 2.70

        $    3.24          $    2.87
operations
Income from discontinued operations                  -                  -                  -                  -                  -               0.01               0.02                  -
Net income (loss) per basic common           $    5.36          $    5.07   

$ (2.21) $ (3.10) $ 2.26 $ 2.71

        $    3.26          $    2.87
share
Diluted earnings per common share:
Net income (loss) from continuing            $    5.35          $    5.06   

$ (2.21) $ (3.10) $ 2.25 $ 2.68

        $    3.22          $    2.86
operations
Income from discontinued operations                  -                  -                  -                  -                  -               0.01               0.02                  -

Net income (loss) per diluted common $ 5.35 $ 5.06

$ (2.21) $ (3.10) $ 2.25 $ 2.69

        $    3.24          $    2.86
share
Weighted-average common shares
outstanding
(in millions):
Basic common shares                              459.1              457.8              456.7              457.6              460.9              469.5              470.8              469.4
Diluted common shares                            460.2              458.5              456.7              457.6              463.4              471.8              473.0              471.6
Balance sheet (average balances):
Loans held for investment                    $ 247,689          $ 249,511          $ 253,358          $ 262,889          $ 258,870          $ 246,147          $ 242,653          $ 241,959
Interest-earning assets                        388,252            391,451            378,145            355,347            349,150            340,949            338,026            337,793
Total assets                                   420,011            422,854            411,075            390,380            383,162            374,905            371,095            370,394
Interest-bearing deposits                      274,142            276,339            261,256            241,115            236,250            232,063            230,452            227,572
Total deposits                                 304,513            305,516            288,344            264,653            260,040            255,082            253,634            251,410
Borrowings                                      40,662             44,161             49,827             51,795             51,442             49,413             49,982             53,055
Common equity                                   54,220             51,995             52,413             53,186             52,641             52,566             50,209             48,359
Total stockholders' equity                      59,389             57,223             57,623             58,568             58,148             57,245             54,570             52,720


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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.
Amortized cost: The amount at which a financing receivable or investment is
originated or acquired, adjusted for applicable accrued interest, accretion, or
amortization of premium, discount, and net deferred fees or costs, collection of
cash, write-offs, foreign exchange and fair value hedge accounting adjustments.
Annual Report: References to our "2020 Form 10-K" or "2020 Annual Report" are to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Banks: Refers to COBNA and CONA.
Basel Committee: The Basel Committee on Banking Supervision.
Basel III Advanced Approaches: Following the Tailoring Rule, the Basel III
Advanced Approaches was mandatory for Category I and II institutions. Category
III institutions, such as us, are no longer subject to the Basel III Advanced
Approaches framework effective January 1, 2020.
Basel III Capital Rules: The regulatory capital requirements established by the
Federal Banking Agencies in July 2013 to implement 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 Rules modified Basel I to
create the Basel III Standardized Approach.
Capital One or the Company: Capital One Financial Corporation and its
subsidiaries.
The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"):
Legislation signed into laws on March 27, 2020. This law, among other things,
authorized a number of lending programs to support the flow of credit to
consumers and businesses and gave the banking organizations an option to
temporarily suspend the determination of certain qualified loans modified as a
result of COVID-19 as being TDRs, which was extended by the Consolidated
Appropriations Act 2021.
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.
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 was 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 ("CET1") 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.
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.
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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.
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.
Eligible retained income: The greater of (a) a banking organization's net income
for the four preceding calendar quarters, net of any distributions and
associated tax effects not already reflected in net income, or (b) the average
of a banking organization's net income over the preceding four quarters.
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").
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 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 ("LCR") 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.
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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 business segment results
derived from our internal management accounting and reporting process, which
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. The results of our individual businesses reflect the manner in
which management evaluates performance and makes decisions about funding our
operations and allocating resources and are intended to reflect each segment as
if it were a stand-alone business.
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 arrangements: 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.
NSFR Rule: The Federal Banking Agencies issued a rule in October 2020
implementing the net stable funding ratio ("NSFR"). The NSFR measures the
stability of our funding profile and requires us to maintain minimum amounts of
stable funding to support our assets, commitments and derivatives exposures over
a one-year period.
Nonperforming loans: Generally include loans that have been placed on nonaccrual
status. We 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.
Public Funds deposits: Deposits that are derived from a variety of political
subdivisions such as school districts and municipalities.
Purchase volume: Consists of purchase transactions, net of returns, for the
period, and excludes cash advance and balance transfer transactions.
Purchased credit-impaired ("PCI") loans: Loans acquired in a business
combination or asset acquisition 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.
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.
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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.
Stress capital buffer: A component of our new standardized approach capital
conservation buffer, which will be recalibrated annually based on the results of
our supervisory stress tests.
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.
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.
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Acronyms


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
CCAR: Comprehensive Capital Analysis and Review
CCP: Central Counterparty Clearinghouse, or Central Clearinghouse
CDE: Community development entities
CECL: Current expected credit loss
CFTC: Commodity Futures Trading Commission
CMBS: Commercial mortgage-backed securities
CME: Chicago Mercantile Exchange
COEP: Capital One (Europe) plc
COF: Capital One Financial Corporation
CVA: Credit valuation adjustment
DIF: Deposit Insurance Fund
DVA: Debit valuation adjustment
EUR: Euro
Fannie Mae: Federal National Mortgage Association
FASB: Financial Accounting Standards Board
FCA: U.K. Financial Conduct Authority
FCM: Futures commission merchant
FDIC: Federal Deposit Insurance Corporation
FFIEC: Federal Financial Institutions Examination Council
FHLB: Federal Home Loan Banks
FinCEN: Financial Crimes Enforcement Network
Fitch: Fitch Ratings
FOS: Financial Ombudsman Service
Freddie Mac: Federal Home Loan Mortgage Corporation
GAAP: Generally accepted accounting principles in the U.S.
GBP: Pound sterling
Ginnie Mae: Government National Mortgage Association
GSE or Agency: Government-sponsored enterprise
IBOR: Interbank Offered Rate
IRM: Independent Risk Management
LCH: LCH Group
LCR: Liquidity coverage ratio
LIBOR: London Interbank Offered Rate
MDL: Multi-district litigation
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Moody's: Moody's Investors Service
MSRs: Mortgage servicing rights
NSFR: Net stable funding ratio
OCC: Office of the Comptroller of the Currency
OTC: Over-the-counter
PCA: Prompt corrective action
PCD: Purchased credit-deteriorated
PCI: Purchased credit-impaired
PCCR: Purchased credit card relationship
PPI: Payment protection insurance
PPP: Paycheck Protection Program
RMBS: Residential mortgage-backed securities
RSU: Restricted stock unit
S&P: Standard & Poor's
SEC: U.S. Securities and Exchange Commission
SCB: Stress Capital Buffer
SOFR: Secured Overnight Financing Rate
TCE: Tangible common equity
TDR: Troubled debt restructuring
U.K.: United Kingdom
U.S.: United States of America

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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                                                              121
  Consolidated Statements of Income                                                              121
  Consolidated Statements of Comprehensive Income                                                122
  Consolidated Balance Sheets                                                                    123
  Consolidated Statements of Changes in Stockholders' Equity                                     124
  Consolidated Statements of Cash Flows                                                          125
  Notes to Consolidated Financial Statements                                                     127
  Note 1-Summary of Significant Accounting Policies                                              127
  Note 2-Investment Securities                                                                   143
  Note 3-Loans                                                                                   146

Note 4-Allowance for Credit Losses and Reserve for Unfunded Lending Commitments

                154
  Note 5-Variable Interest Entities and Securitizations                                          158
  Note 6-Goodwill and Intangible Assets                                                          162
  Note 7-Premises, Equipment and Lease  s                                                        165
  Note     8    -Deposits and Borrowings                                                         167
  Note     9    -Derivative Instruments and Hedging Activities                                   169
  Note     1    0    -Stockholders' Equity                                                       178
  Note 11-Regulatory and Capital Adequacy                                                        182
  Note 1    2    -Earnings Per Common Share                                                      184
  Note 13-Stock-Based Compensation Plans                                                         185
  Note 14-Employee Benefit Plans                                                                 187
  Note 15-Income Taxes                                                                           189
  Note 1    6    -Fair Value Measurement                                                         193
  Note 1    7    -Business Segments and Revenue from Contracts with Customers                    202
  Note 1    8    -Commitments, Contingencies, Guarantees and Others                              207
  Note 19-Capital One Financial Corporation (Parent Company Only)                                211
  Note 20-Related Party Transactions                                                             213


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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, 2020, 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, 2020,
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,
2020.
The effectiveness of the Company's internal control over financial reporting as
of December 31, 2020, 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, 2020.
/s/ RICHARD D. FAIRBANK
Richard D. Fairbank
Chair, Chief Executive Officer and President

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

February 25, 2021



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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, 2020, 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, 2020, 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, 2020 and 2019,
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, 2020, and the related notes and our report dated February 25,
2021 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 25, 2021


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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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2020, 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, 2020, 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 25, 2021 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note 1 and Note 4 to the consolidated financial statements, the
Company changed its method for accounting for credit losses in 2020. As
explained below, auditing the Company's allowance for credit losses, including
adoption of the change in method of accounting for credit losses, was a critical
audit matter.
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 credit losses-Credit Card and Consumer Banking
Description of the             As discussed above and in Note 1 and Note 4 to the consolidated financial
Matter                         statements, the Company changed its method

of accounting for credit losses.


                               On January 1, 2020, the Company adopted the 

Financial Accounting Standards


                               Board Accounting Standards Update No. 

2016-13, Financial Instruments-Credit


                               Losses (Topic 326): Measurement of Credit 

Losses on Financial Instruments


                               which resulted in an increase to the 

allowance for credit losses (ACL or


                               allowance) for the credit card and consumer 

banking portfolios of $2.2


                               billion and $0.5 billion, respectively. At 

December 31, 2020, the Company's


                               allowance for the credit card and consumer 

banking portfolios was $11.2


                               billion and $2.7 billion, respectively. As 

more fully described in Note 1


                               and Note 4 of the consolidated financial 

statements, the ACL represents


                               management's current estimate of expected 

credit losses over the contractual


                               terms of the Company's 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,


                               expected economic conditions; historical loss, recovery, and paydown
                               experience; account seasoning; and the value of collateral underlying
                               secured loans. The second is 'qualitative' and involves factors that
                               represent management's judgment of the

imprecision and risks inherent in the


                               processes and assumptions used in 

establishing the allowance for credit


                               losses.

                               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 current and 

forward-looking conditions, internal and


                               external factors, and uncertainty as it 

relates to economic, model, or


                               forecasts risks, where not already captured in the modeled results.
How We Addressed the           We obtained an understanding, evaluated the design and tested the operating
Matter in Our Audit            effectiveness of the internal controls over the ACL process, including,
                               among others, controls over the 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, 

including the economic forecast. Our


                               tests of controls included observation of 

certain of management's quarterly


                               ACL governance meetings, at which key 

management judgments, qualitative


                               adjustments, and final ACL results are 

subjected to critical challenge by


                               management groups independent of the group 

responsible for producing the ACL


                               estimate.
                               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 and the economic 

forecast used by the ACL models.


                               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 sensitivity analysis on the 

ACL, 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, 

including those related to the


                               significant judgments made by management outlined above. We compared
                               calculations to alternative model scenarios and industry peer data and
                               compared qualitative factors to prior

periods and prior economic cycles. We


                               also evaluated if 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.


                       119    Capital One Financial Corporation (COF)

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                               Goodwill Impairment Assessment
Description of the             At December 31, 2020, the Company's goodwill was $14.7 billion recorded
Matter                         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, and credit losses. Management
                               utilizes a financial forecasting process to estimate the PFI and an
                               estimation process to determine the appropriate discount rates.
How We Addressed the           Our audit procedures related to the goodwill impairment assessment
Matter in Our Audit            included, among others, testing the design

and operating effectiveness of


                               controls over the Company's PFI 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 25, 2021


                       120    Capital One Financial Corporation (COF)

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                       CAPITAL ONE FINANCIAL CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME

                                                                              Year Ended December 31,
(Dollars in millions, except per share-related data)                             2020              2019              2018
Interest income:
Loans, including loans held for sale                                          $ 24,074          $ 25,862          $ 24,728
Investment securities                                                            1,877             2,411             2,211
Other                                                                               82               240               237
Total interest income                                                           26,033            28,513            27,176
Interest expense:
Deposits                                                                         2,165             3,420             2,598
Securitized debt obligations                                                       232               523               496
Senior and subordinated notes                                                      679             1,159             1,125
Other borrowings                                                                    44                71                82
Total interest expense                                                           3,120             5,173             4,301
Net interest income                                                             22,913            23,340            22,875
Provision for credit losses                                                     10,264             6,236             5,856
Net interest income after provision for credit losses                           12,649            17,104            17,019
Non-interest income:
Interchange fees, net                                                            3,017             3,179             2,823
Service charges and other customer-related fees                                  1,243             1,330             1,585
Net securities gains (losses)                                                       25                26              (209)
Other                                                                            1,325               718             1,002
Total non-interest income                                                        5,610             5,253             5,201
Non-interest expense:
Salaries and associate benefits                                                  6,805             6,388             5,727
Occupancy and equipment                                                          2,118             2,098             2,118
Marketing                                                                        1,610             2,274             2,174
Professional services                                                            1,312             1,237             1,145
Communications and data processing                                               1,215             1,290             1,260
Amortization of intangibles                                                         60               112               174
Other                                                                            1,936             2,084             2,304
Total non-interest expense                                                      15,056            15,483            14,902
Income from continuing operations before income taxes                            3,203             6,874             7,318
Income tax provision                                                               486             1,341             1,293
Income from continuing operations, net of tax                                    2,717             5,533             6,025
Income (loss) from discontinued operations, net of tax                              (3)               13               (10)
Net income                                                                       2,714             5,546             6,015
Dividends and undistributed earnings allocated to                                  (20)              (41)
participating securities                                                                                               (40)
Preferred stock dividends                                                         (280)             (282)             (265)
Issuance cost for redeemed preferred stock                                         (39)              (31)                0
Net income available to common stockholders                                   $  2,375          $  5,192          $  5,710
Basic earnings per common share:
Net income from continuing operations                                         $   5.20          $  11.07          $  11.92
Income (loss) from discontinued operations                                       (0.01)             0.03             (0.02)
Net income per basic common share                                             $   5.19          $  11.10          $  11.90
Diluted earnings per common share:
Net income from continuing operations                                         $   5.19          $  11.02          $  11.84
Income (loss) from discontinued operations                                       (0.01)             0.03             (0.02)
Net income per diluted common share                                           $   5.18          $  11.05          $  11.82


                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          121                                                 (COF)

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                       CAPITAL ONE FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                           Year Ended December 31,
(Dollars in millions)                                                          2020             2019             2018
Net income                                                                  $ 2,714          $ 5,546          $ 6,015
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available for                     1,259              650
sale                                                                                                             (459)
Net unrealized gains (losses) on hedging relationships                        1,008              772              (74)
Foreign currency translation adjustments                                         76               70              (39)
Net changes in securities held to maturity                                        0               26              447
Other                                                                             3               13              (11)
Other comprehensive income (loss), net of tax                                 2,346            1,531             (136)
Comprehensive income                                                        $ 5,060          $ 7,077          $ 5,879



                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          122                                                 (COF)


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                       CAPITAL ONE FINANCIAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                                                            December 31,        December 31,
(Dollars in millions, except per share-related data)                            2020                2019

Assets:


Cash and cash equivalents:
Cash and due from banks                                                     $    4,708          $    4,129
Interest-bearing deposits and other short-term investments                      35,801               9,278

Total cash and cash equivalents                                                 40,509              13,407
Restricted cash for securitization investors                                       262                 342

Securities available for sale (amortized cost of $97.6 billion and

    100,445              79,213

allowance for credit losses of $1 million as of December 31, 2020)



Loans held for investment:
Unsecuritized loans held for investment                                        225,698             231,992
Loans held in consolidated trusts                                               25,926              33,817
Total loans held for investment                                                251,624             265,809
Allowance for credit losses                                                    (15,564)             (7,208)
Net loans held for investment                                                  236,060             258,601

Loans held for sale ($596 million and $251 million carried at fair

      2,710                 400

value at December 31, 2020 and 2019, respectively) Premises and equipment, net


     4,287               4,378
Interest receivable                                                              1,471               1,758
Goodwill                                                                        14,653              14,653
Other assets                                                                    21,205              17,613
Total assets                                                                $  421,602          $  390,365

Liabilities:
Interest payable                                                            $      352          $      439
Deposits:
Non-interest-bearing deposits                                                   31,142              23,488
Interest-bearing deposits                                                      274,300             239,209
Total deposits                                                                 305,442             262,697
Securitized debt obligations                                                    12,414              17,808
Other debt:
Federal funds purchased and securities loaned or sold under                        668                 314
agreements to repurchase
Senior and subordinated notes                                                   27,382              30,472
Other borrowings                                                                    75               7,103
Total other debt                                                                28,125              37,889
Other liabilities                                                               15,065              13,521
Total liabilities                                                              361,398             332,354

Commitments, contingencies and guarantees (see Note 18) Stockholders' equity: Preferred stock (par value $0.01 per share; 50,000,000 shares authorized; 4,975,000 shares issued and outstanding as of both

                       0                   0

December 31, 2020 and 2019) Common stock (par value $0.01 per share; 1,000,000,000 shares authorized; 679,932,837 and 672,969,391 shares issued as of December

                 7                   7

31, 2020 and 2019, respectively; 458,972,202 and 456,562,399 shares outstanding as of December 31, 2020 and 2019, respectively) Additional paid-in capital, net

                                                 33,480              32,980
Retained earnings                                                               40,088              40,340
Accumulated other comprehensive income                                           3,494               1,156

Treasury stock, at cost (par value $0.01 per share; 220,960,635 and

    (16,865)            (16,472)

216,406,992 shares as of December 31, 2020 and 2019, respectively) Total stockholders' equity

                                                      60,204              58,011
Total liabilities and stockholders' equity                                  $  421,602          $  390,365


                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          123                                                 (COF)

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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, 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                                                                                                                                                       888                                        888
sale
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



Cumulative effects from adoption of                                                                                                                          (2,184)                     (8)                                    (2,192)
the CECL standard
Comprehensive income                                                                                                                                          2,714                   2,346                                      5,060

Dividends-common stock(1)                                                                           32,466               0                    3                (463)                                                              (460)
Dividends-preferred stock                                                                                                                                      (280)                                                              (280)
Purchases of treasury stock                                                                                                                                                                               (393)                   (393)
Issuances of common stock and
restricted stock, net of forfeitures                                                             5,539,010               0                  241                                                                                    

241


Exercises of stock options                                                                       1,391,970               0                   62                                                                                     62
Issuances of preferred stock                        1,375,000               0                                                             1,330                                                                                  1,330
Redemptions of preferred stock                     (1,375,000)              0                                                            (1,336)                (39)                                                           

(1,375)


Compensation expense for restricted
stock units and stock options                                                                                                               200                                                                                    

200


Balance as of December 31, 2020                     4,975,000          $    0                  679,932,837          $    7          $    33,480          $   40,088          $        3,494          $ (16,865)         $       60,204


__________

(1)We declared dividends per share on our common stock of $0.40 in both of the first two quarters and $0.10 in both of the latter two quarters of 2020 and $0.40 in each quarter of 2019 and 2018.







                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          124                                                 (COF)

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                       CAPITAL ONE FINANCIAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                          Year Ended December 31,
(Dollars in millions)                                            2020               2019               2018
Operating activities:
Income from continuing operations, net of tax                $   2,717          $   5,533          $   6,025
Income (loss) from discontinued operations, net of tax              (3)                13                (10)
Net income                                                       2,714              5,546              6,015

Adjustments to reconcile net income to net cash from operating activities: Provision for credit losses

                                     10,264              6,236              5,856
Depreciation and amortization, net                               3,501              3,339              2,396
Deferred tax provision (benefit)                                (1,627)              (296)               714
Net securities losses (gains)                                      (25)               (26)               209
Gain on sales of loans                                              (6)               (50)              (548)
Stock-based compensation expense                                   203                239                170
Other (including unrealized gains from equity                     (520)                 0
investments)                                                                                            (125)
Loans held for sale:
Originations and purchases                                     (10,055)            (9,798)            (9,039)
Proceeds from sales and paydowns                                 9,856             10,668              8,442
Changes in operating assets and liabilities:
Changes in interest receivable                                     287                (63)               (74)
Changes in other assets                                            979                662                476
Changes in interest payable                                        (87)               (19)                45
Changes in other liabilities                                     1,212                194             (1,553)
Net change from discontinued operations                              3                  7                 (6)
Net cash from operating activities                              16,699             16,639             12,978

Investing activities:



Securities available for sale:
Purchases                                                      (43,026)           (12,105)           (14,022)
Proceeds from paydowns and maturities                           22,324              8,553              7,510
Proceeds from sales                                                812              4,780              6,399
Securities held to maturity:
Purchases                                                            0               (396)           (19,166)
Proceeds from paydowns and maturities                                0              5,050              2,419

Loans:


Net changes in loans held for investment                         4,136            (21,280)             1,015
Principal recoveries of loans previously charged off             2,452              2,557              2,503
Net purchases of premises and equipment                           (710)              (887)              (874)
Net cash from acquisition activities                                (7)            (8,393)              (600)
Net cash from other investing activities                          (822)              (877)              (802)
Net cash from investing activities                             (14,841)           (22,998)           (15,618)


                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          125                                                 (COF)

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                       CAPITAL ONE FINANCIAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                         Year Ended December 31,
(Dollars in millions)                                           2020              2019              2018
Financing activities:
Deposits and borrowings:
Changes in deposits                                          $ 42,519          $ 12,643          $  6,077
Issuance of securitized debt obligations                        1,248             6,656               997
Maturities and paydowns of securitized debt                    (6,885)           (7,285)           (2,673)

obligations


Issuance of senior and subordinated notes and                   3,987             4,142             5,977
long-term FHLB advances
Maturities and paydowns of senior and subordinated             (8,156)           (5,595)          (14,163)
notes and long-term FHLB advances
Changes in other borrowings                                    (6,674)           (2,104)            8,671
Common stock:
Net proceeds from issuances                                       241               199               175
Dividends paid                                                   (460)             (753)             (773)
Preferred stock:
Net proceeds from issuances                                     1,330             1,462                 0
Dividends paid                                                   (280)             (282)             (265)
Redemptions                                                    (1,375)           (1,000)                0
Purchases of treasury stock                                      (393)           (1,481)           (2,284)
Proceeds from share-based payment activities                       62                17                38
Net cash from financing activities                             25,164             6,619             1,777

Changes in cash, cash equivalents and restricted cash 27,022

         260              (863)
for securitization investors
Cash, cash equivalents and restricted cash for                 13,749            13,489            14,352
securitization investors, beginning of the period
Cash, cash equivalents and restricted cash for               $ 40,771          $ 13,749          $ 13,489
securitization investors, end of the period
Supplemental cash flow information:
Non-cash items:
Net transfers from (to) loans held for investment to         $  2,192          $  1,589          $    855
(from) loans held for sale
Transfers from securities held to maturity to                       0            33,187                 0

securities available for sale



Interest paid                                                   3,580             4,790             3,933
Income tax paid                                                   988               626               407


                                  See Notes to Consolidated Financial Statements.
                                                                                  Capital One Financial Corporation
                                                          126                                                 (COF)


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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, 2020, 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
                       127    Capital One Financial Corporation (COF)


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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
recorded 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.
Balance Sheet Offsetting of Financial Assets and Liabilities
Derivative contracts that we execute bilaterally in the over-the-counter ("OTC")
market or are centrally cleared 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. See "Note 9-Derivative
Instruments and Hedging Activities" for more details.
We also elect to present securities purchased or sold under resale or repurchase
agreements on a net basis when a legally enforceable master netting agreement
exists and other applicable criteria are met. Security collateral received from
or pledged to the counterparties are not eligible for netting and are presented
gross in our consolidated balance sheet. See "Note 8-Deposits and Borrowings"
and "Note 9-Derivative Instruments and Hedging Activities" for more 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.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Significant Accounting Policies Impacted by our Adoption of the CECL Standard
In the first quarter of 2020, we adopted Accounting Standards Update ("ASU") No.
2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments ("CECL standard") and updated the significant
accounting policies described under the "Investment Securities" and "Loans"
sections below.
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. On December 31, 2019, we transferred our
entire portfolio of held to maturity securities to available for sale. We did
not have any securities that were classified as held to maturity as of December
31, 2020 and 2019.
We report securities available for sale on our consolidated balance sheets at
fair value. The amortized cost of investment securities reflects the amount for
which the security was acquired, adjusted for accrued interest, amortization of
premiums, discounts, and net deferred fees and costs, any applicable fair value
hedge accounting adjustments, collection of cash, and charge-offs. We elect to
present accrued interest for securities available for sale within interest
receivable on our consolidated balance sheets. Unrealized gains or losses are
recorded, net of tax, as a component of accumulated other comprehensive income
("AOCI"). Unamortized premiums, discounts and other basis adjustments for
available for sale securities are generally recognized in interest income over
the contractual lives of the securities using the effective interest method.
However, premiums on certain callable investment securities are amortized to the
earliest call date. We record purchases and sales of investment securities
available for sale 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. We elect to present accrued interest for securities
available for sale within interest receivable on our consolidated balance
sheets.
An individual debt security is impaired when the fair value of the security is
less than its amortized cost. 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, any allowance for credit losses is reversed through our provision for
credit losses and the difference between the amortized cost basis of the
security and its fair value is recognized in our consolidated statements of
income.
For impaired debt securities that we have both the intent and ability to hold,
the securities are evaluated to determine if a credit loss exists. The allowance
for credit losses on our investment securities is recognized through our
provision for credit losses and limited by the unrealized losses of a security
measured as the difference between the security's amortized cost and fair value.
See further discussion below under the "Allowance for Credit Losses - Available
for Sale Investment Securities" section of this Note.
Our investment portfolio also includes certain debt securities that, at the time
of purchase, had experienced a more-than-insignificant deterioration in credit
quality since origination. Such debt securities are accounted for in accordance
with accounting guidance for purchased financial assets with credit
deterioration and are herein referred to as purchased credit-deteriorated
("PCD") securities.
PCD securities require the recognition of an allowance for credit losses at the
time of acquisition. The allowance for credit losses is not recognized in
provision for credit losses. Instead, the purchase price and the initial
allowance collectively represent the amortized cost basis of a PCD security. Any
non-credit discount or premium at the date of acquisition is amortized into
interest income over the remaining life of the security. Subsequent to the date
of purchase, we remeasure the allowance for credit losses on the amortized cost
basis using the same policies as for other debt securities available for sale
and changes are recognized through our provision for credit losses. See further
discussion below under the "Allowance for Credit Losses - Available for Sale
Investment Securities" section of this Note.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We charge off any portion of an investment security that we determine is
uncollectible. The amortized cost basis, excluding accrued interest, is charged
off through the allowance for credit losses. Accrued interest is charged off as
a reduction to interest income. Recoveries of previously charged off principal
amounts are recognized in our provision for credit losses when received.
Allowance for Credit Losses - Available for Sale Investment Securities
We maintain an allowance for credit losses ("allowance") that represents
management's current estimate of expected credit losses over the contractual
terms of our investment securities classified as available for sale. When an
investment security available for sale is impaired due to credit factors, we
recognize a provision for credit losses in our consolidated statements of income
and an allowance for credit losses on our consolidated balance sheets. Credit
losses recognized in the allowance for credit losses are limited to the amount
by which the investment security's amortized cost basis exceeds its fair value.
Investment securities in unrealized gain positions do not have an allowance for
credit losses as the investment security could be sold at its fair value to
prevent realization of credit losses. We exclude accrued interest from the fair
value and amortized cost basis of an investment security for purposes of
measuring impairment. Charge-offs of uncollectible amounts of investment
securities are deducted from the allowance for credit losses.
For certain of our securities available for sale, we have determined that there
is no risk of impairment due to credit factors. These investment securities
include high quality debt instruments that are issued and guaranteed by the
United States government and its agencies or are issued through certain
government-sponsored enterprises. Management performs periodic assessments to
reevaluate this conclusion by considering any changes in historical losses,
current conditions, and reasonable and supportable forecasts.
We evaluate impairment on a quarterly basis at the individual security level and
determine whether any portion of the decline in fair value is due to a credit
loss. We make this determination through the use of quantitative and qualitative
analyses. Our qualitative analysis includes factors such as the extent to which
fair value is less than amortized cost, any changes in the security's credit
rating, past defaults or delayed payments, and adverse conditions impacting the
security or issuer. A credit loss exists to the extent that management does not
expect to recover the amortized cost basis.
For investment securities which require further assessment, we perform a
quantitative analysis using a discounted cash flow methodology and compare the
present value of expected future cash flows from the security available for sale
to the security's amortized cost basis. Projected future cash flows reflect
management's best estimate and are based on our understanding of past events,
current conditions, reasonable and supportable forecasts, and are discounted by
the security's effective interest rate adjusted for prepayments. The allowance
for credit losses for investment securities reflects the difference by which the
amortized cost basis exceeds the present value of future cash flows and is
limited to the amount by which the security's amortized cost exceeds its fair
value. See "Note 2-Investment Securities" for additional information.
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 loans as well as commercial and industrial loans.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loan Classification
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 to have experienced a more-than-insignificant
deterioration in credit quality since origination. The presentation within the
consolidated statements of cash flows is based on management's intent at
acquisition or origination. Cash flows related to loans that are acquired or
originated with the intent to hold for investment are included in cash flows
from investing activities on our consolidated statements of cash flows. Cash
flows related to loans that are acquired or originated with the intent to sell
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 for credit
card loans, are reported at their amortized cost basis, excluding accrued
interest. For these loans, we elect to present accrued interest within interest
receivable on our consolidated balance sheets. For credit card loans, billed
finance charges and fees are included in loans held for investment. Unbilled
finance charges and fees on credit card loans are included in interest
receivable.
Interest income is recognized on performing loans 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-line basis over a 12-month period. The amortized cost of loans held
for investment is subject to our allowance for credit losses methodology
described below under the "Allowance for Credit Losses - Loans Held for
Investment" section of this Note.
Loans Held for Sale
Loans that we intend to sell or for which we do not have the ability and intent
to hold for the foreseeable future are classified as held for sale. 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 along with the 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 loans
held for sale 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 and any allowance for credit losses is reversed through our provision
for credit losses. The loan is then reclassified to held for sale at its
amortized cost at the date of the transfer. A valuation allowance is
established, if needed, such that the loan held for sale is recorded at the
lower of cost or fair value. 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
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
to include prepayment estimates based upon historical payment trends, forecasted
default rates and loss severities and other relevant factors. The difference
between the fair value and the contractual cash flows is recorded as a loan
premium or discount, which may relate to either credit or non-credit factors, at
acquisition.
We account for purchased loans under the accounting guidance for purchased
financial assets with credit deterioration when, at the time of purchase, the
loans have experienced a more-than-insignificant deterioration in credit quality
since origination. We also account for loans under this guidance when the loans
were previously accounted for under the accounting guidance for purchased credit
impaired loans and debt securities ("PCI") prior to our adoption of the CECL
standard. We refer to these loans which are accounted for under accounting
guidance for purchased financial assets with more-than-insignificant
deterioration in credit quality since origination as "PCD loans".
We recognize an allowance for credit losses on purchased loans that have not
experienced a more-than-insignificant deterioration in credit quality since
origination at the time of purchase through earnings in a manner that is
consistent with originated loans. The policies relating to the allowance for
credit losses on loans is described below in the "Allowance for Credit Losses -
Loans Held for Investment" section of this Note.
Loan Modifications and Restructurings
As part of our loss mitigation efforts, we may provide modifications to a
borrower experiencing financial difficulty to improve long-term collectability
of the loan and to avoid the need for foreclosure or repossession of collateral,
if any. Our loan modifications typically include short-term payment deferrals,
an extension of the loan term, a reduction in the interest rate, a reduction in
the loan balance, or a combination of these concessions. 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"). See
"Note 3-Loans" for additional information on our loan modifications and
restructurings, including those in response to the COVID-19 pandemic.
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. For loan modifications, delinquency and
nonaccrual status are reported in accordance with the revised terms of the
loans. 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.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•Modified loans and troubled debt restructurings: Modified loans, including
TDRs, that are current at the time of the restructuring remain in 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.
Interest and fees accrued but not collected at the date a loan is placed on
nonaccrual status are reversed against earnings. In addition, the amortization
of deferred loan fees, costs, premiums and discounts is suspended. Interest and
fee income are 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.
Charge-Offs
We charge off loans when we determine that the loan is uncollectible. The
amortized cost basis, excluding accrued interest, is charged off as a reduction
to the allowance for credit losses based on the time frames presented below.
Accrued interest on loans other than credit card loans determined to be
uncollectible is reversed as a reduction of interest income when the loan is
classified as nonperforming. For credit card loans, accrued interest is charged
off simultaneously with the charge off of other components of amortized cost and
as a reduction of interest income. When received, recoveries of previously
charged off amounts are recorded as an increase to the allowance for credit
losses (see the "Allowance for Credit Losses - Loans Held for Investment"
section of this Note for information on how we account for expected recoveries).
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 workout 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 the amortized cost basis is 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 amortized cost basis is uncollectible.
Allowance for Credit Losses - Loans Held for Investment
We maintain an allowance for credit losses ("allowance") that represents
management's current estimate of expected credit losses over the contractual
terms of our loans held for investment. We measure the allowance on a quarterly
basis through consideration of past events, including historical experience,
current conditions and reasonable and supportable forecasts.
We measure current expected credit losses over the contractual terms of our
loans. The contractual terms are adjusted for expected prepayments but are not
extended for renewals or extensions, except when an extension or renewal arises
from a borrower option that is not unconditionally cancellable or through a TDR
that is reasonably expected to occur.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We aggregate loans sharing similar risk characteristics into pools for purposes
of measuring expected credit losses. Pools are reassessed periodically to
confirm that all loans within each pool continue to share similar risk
characteristics. Expected credit losses for loans that do not share similar risk
characteristics with other financial assets are measured individually.
Expected recoveries of amounts previously charged off or expected to be charged
off are recognized within the allowance, with a corresponding reduction to our
provision for credit losses. At times expected recoveries may result in a
negative allowance. We limit the allowance to amounts previously charged off and
expected to be charged off. Charge-offs of uncollectible amounts result in a
reduction to the allowance and recoveries of previously charged off amounts
result in an increase to the allowance.
When developing an estimate of expected credit losses, we use both quantitative
and qualitative methods in considering all available information relevant to
assessing collectability. This may include internal information, external
information, or a combination of both relating to past events, current
conditions, and reasonable and supportable forecasts. Significant judgment is
applied to the development and duration of reasonable and supportable forecasts
used in our estimation of lifetime losses. We estimate expected credit losses
over the duration of those forecasts and then revert, on a rational and
systematic basis, to historical losses at each relevant loss component of the
estimate. Expected losses for contractual terms extending beyond the reasonable
and supportable forecast and reversion periods are based on those historical
losses.
Management will consider and may qualitatively adjust for conditions, changes
and trends in loan portfolios that may not be captured in modeled results. These
adjustments are referred to as qualitative factors and represent management's
judgment of the imprecision and risks inherent in the processes and assumptions
used in establishing the allowance for credit losses. Management's judgment may
involve an assessment of current and forward-looking conditions including but
not limited to changes in lending policies and procedures, nature and volume of
the portfolio, external factors, and uncertainty as it relates to economic,
model or forecast risks, where not already captured in the modeled results.
Expected credit losses for collateral-dependent loans are based on the fair
value of the underlying collateral. When we intend to liquidate the collateral,
the fair value of the collateral is adjusted for expected costs to sell. A loan
is deemed to be a collateral-dependent loan when (i) we determine foreclosure or
repossession of the underlying collateral is probable, or (ii) foreclosure or
repossession is not probable, but the borrower is experiencing financial
difficulty and we expect repayment to be provided substantially through the
operation or sale of the collateral. The allowance for a collateral-dependent
loan reflects the difference between the loan's amortized cost basis and the
fair value (less selling costs, where applicable) of the loan's underlying
collateral.
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, borrower credit score and geography. The
commercial banking loan portfolio is primarily composed of larger-balance,
non-homogeneous loans. These loans are subject to reviews that result in
internal risk ratings. In assessing the risk rating of a particular commercial
banking 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 and measuring expected credit losses. Subjective assessment and
interpretation are involved. Emphasizing one factor over another or considering
additional factors could impact the risk rating assigned to that commercial
banking loan.
For consumer banking and commercial banking loans, the contractual period
typically does not include renewals or extensions because the renewals and
extensions are generally not at the borrower's exclusive option to exercise.
Management has determined that the undrawn credit exposure that is associated
with our credit card loans is unconditionally cancellable. For this reason,
expected credit losses are measured based on the drawn balance at each quarterly
measurement date, but not on the undrawn exposure. Because credit card loans do
not have a defined contractual life, management estimates both the volume and
application of payments to determine a contractual life of the drawn balance at
the measurement date over which expected credit losses are developed for credit
card loans.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
With the exception of credit card loans, we have made a policy election to not
measure an allowance on accrued interest for loans held for investment because
we reverse uncollectible accrued interest in a timely manner. See the
"Delinquent and Nonperforming Loans" and "Charge-Offs - Loans" sections of this
Note for information on what we consider timely. For credit card loans, we do
not make this election, as we reserve for uncollectible accrued interest
relating to credit card loans in the allowance.
The allowance related to credit card and consumer banking loans assessed on a
pooled basis is based on a modeled calculation, which is supplemented by
management judgment as described above. Because of the homogeneous nature of our
consumer loan portfolios, the allowance is based on the aggregated portfolio
segment evaluations. The allowance is established through a process that begins
with estimates of historical losses in each pool based upon various statistical
analyses, with adjustments for current conditions and reasonable and supportable
forecasts of conditions, which includes expected economic conditions. Loss
forecast models are utilized to estimate expected credit losses and consider
several portfolio indicators including, but not limited to, expected economic
conditions, historical loss experience, account seasoning, the value of
collateral underlying secured loans, estimated foreclosures or defaults based on
observable trends, delinquencies, bankruptcy filings, unemployment, borrower
credit scores and general business trends. Management believes these factors are
relevant in estimating expected credit losses and also considers an evaluation
of overall portfolio credit quality based on indicators such as changes in our
credit evaluation, underwriting and collection management policies, 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.
The allowance related to commercial banking loans assessed on a pooled basis 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.
These are adjusted for current conditions, and reasonable and supportable
forecasts of conditions likely to cause future losses which vary from historical
levels. 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 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 allowance related to smaller-balance homogeneous credit card and consumer
banking loans whose terms have been modified in a TDR is calculated on a pool
basis using historical loss experience, adjusted for current conditions and
reasonable and supportable forecasts of conditions likely to cause future losses
which vary from historical levels for the respective class of assets. The
allowance related to consumer banking loans that are assessed at a loan-level is
determined based on key considerations that 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. The allowance related to commercial banking
loans that are assessed at a loan-level is generally determined in accordance
with our policy for estimating expected credit losses for collateral-dependent
loans as described above.
Off-balance sheet credit exposures
In addition to the allowance, we also measure expected credit losses related to
unfunded lending commitments that are not unconditionally cancellable in our
Commercial Banking business. This reserve is measured using the same measurement
objectives as the allowance for loans held for investment and is recorded within
other liabilities on our consolidated balance sheets. These commitments are
segregated by risk according to our internal risk rating scale, which we use to
assess credit quality and derive an expected credit loss estimate. We assess
these risk classifications, taking into consideration both quantitative and
qualitative factors, including historical loss experience, adjusted for current
conditions and reasonable and supportable forecasts of conditions likely to
cause future losses which vary from historical levels, and utilization
assumptions to estimate the reserve for unfunded lending commitments. Expected
credit losses are not measured on unfunded lending commitments that are
unconditionally cancellable, including all of our unfunded credit card and
consumer banking lending commitments and certain of our unfunded commercial
banking lending commitments.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 reserve for unfunded lending commitments in future
periods. See "Note 4-Allowance for Credit Losses and Reserve for Unfunded
Lending Commitments" for additional information.
Significant Accounting Policies Prior to our Adoption of the CECL Standard
Loans Held for Investment - Estimate of Incurred Loan and Lease Losses
In periods prior to 2020, the allowance represented management's current
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 reflected credit losses we believed had been incurred and would
eventually be recognized over time through charge-offs.
Management performed a quarterly analysis of our loan portfolio to determine if
impairment had occurred and to assess the adequacy of the allowance based on
historical and current trends as well as other factors affecting credit losses.
We applied 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 consisted of three
components that were 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 experienced significant
decreases in expected cash flows subsequent to acquisition. Each of our
allowance components was supplemented by an amount that represented management's
qualitative judgment of the imprecision and risks inherent in the processes and
assumptions used in establishing the allowance.
The component of the allowance related to credit card and consumer banking loans
that we collectively evaluated for impairment was based on a statistical
calculation. The component of the allowance for commercial banking loans that we
collectively evaluated for impairment was based on our historical loss
experience for loans with similar risk characteristics and consideration of the
current credit quality of the portfolio. The asset-specific component of the
allowance includes 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. We generally measured 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. In addition to the allowance, we also estimated
probable losses related to contractually binding unfunded lending commitments.
Loans Acquired - Credit Impaired
For PCI loans, we aggregated 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, decreases in expected cash flows resulting from
credit deterioration subsequent to acquisition generally resulted 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. See "Note 3-Loans" for additional
information.
We recorded charge-offs on PCI loans only if actual losses exceed estimated
credit losses incorporated into the fair value recorded at acquisition. Further,
PCI loans are not classified as delinquent or nonperforming.
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
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 are reviewed for impairment
if there is any indicator of impairment.
Litigation
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 $5.4 billion and $4.7 billion as of December 31, 2020 and 2019,
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 generally recognized in interest income over the contractual
lives of the securities using the effective interest method. However, premiums
for certain callable investment securities are amortized to the earliest call
date.
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. 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 in 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 charged off.
Interchange Income
Interchange income generally 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 set by MasterCard and Visa and can vary based
on cardholder purchase volumes, among other factors. We recognize interchange
income upon settlement. 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 reductions of revenue, marketing expenses or other operating
expenses. Our credit card partnership agreements may also provide for profit or
revenue sharing payments which are presented as a reduction of the related
revenue line item(s) when owed to the partner.
When a partner agrees to share a portion of the credit losses associated with
the partnership, we evaluate the contractual provisions for the loss share
payments as well as applicable accounting guidance to determine whether to
present the sharing of losses on a gross or net basis in our consolidated
financial statements. 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 credit losses attributable to these
portfolios is also reduced by the expected reimbursements from these partners
for loss sharing amounts. See "Note 4-Allowance for Credit 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 credit losses is not reduced by the expected loss share
reimbursements, but rather an indemnification asset is recorded. Our
consolidated net income is the same regardless of how revenue and loss sharing
arrangements are reported.
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 $1.1 billion, $1.0 billion and $1.3 billion in December 31, 2020,
2019 and 2018, respectively, for amounts earned by the partner pursuant to 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 Credit Losses
and Reserve for Unfunded Lending Commitments."
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CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation
We are authorized to issue stock-based compensation to employees and directors
in various forms, primarily as restricted stock units ("RSUs"), 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.
For RSUs and performance share units, 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. 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. 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 non-forfeitable dividends, which 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
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
outstanding during the period. Common stock equivalents include warrants, stock
options, restricted stock awards and units, and performance share awards and
units. Common stock equivalents are calculated based upon the treasury stock
method using an average market price of common shares 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, 2020
              Standard                                     Guidance                            Adoption Timing and Financial
                                                                                                     Statement Impacts
Cloud Computing                            Aligns the requirements for capitalizing        We adopted this guidance in the first
ASU No. 2018-15,                           implementation costs incurred in a              quarter of 2020 using the prospective
Intangibles-Goodwill and                   hosting arrangement that is a service           method of adoption.
Other-Internal-Use Software                contract with the requirements for              Our adoption of this standard did not
(Subtopic 350-40): Customer's              capitalizing implementation costs               have a material impact on our

Accounting for Implementation Costs incurred to develop or obtain

                consolidated financial statements.
Incurred in a Cloud Computing              internal-use software (and 

hosting


Arrangement That Is a Service              arrangements that include an 

internal-use


Contract                                   software license).
Issued August 2018
Goodwill Impairment Test                   Historical guidance for goodwill                We adopted this guidance in the first
Simplification                             impairment testing prescribed 

that the quarter of 2020 using the prospective ASU No. 2017-04,

                           company must compare each reporting             method of adoption.
Intangibles-Goodwill and Other             unit's carrying value to its 

fair value. Our adoption of this standard did not (Topic 350): Simplifying the Test If the carrying value exceeds fair value, have a material impact on our for Goodwill Impairment

                    an entity performs the second step, which       consolidated financial statements.
Issued January 2017                        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 and then records an
                                           impairment. This ASU eliminates the
                                           second step.
                                           Under the new guidance, an 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.
Current Expected Credit Loss               Requires use of the current expected            We adopted this guidance in the first
("CECL")                                   credit loss model that is based on              quarter of 2020, using the modified
ASU No. 2016-13, Financial                 expected losses (net of expected                retrospective method of adoption.
Instruments-Credit Losses (Topic           recoveries), rather than 

incurred losses, 326): Measurement of Credit Losses to determine our allowance for credit

           Upon adoption, we recorded an
on Financial Instruments                   losses on financial assets measured at          increase to our reserves for credit
Issued June 2016                           amortized cost, certain net investments         losses of $2.9 billion, an increase
                                           in leases and certain off-balance sheet         to our deferred tax assets of $694
                                           arrangements.                                   million, and a decrease to our
                                                                                           retained earnings of $2.2 billion.
                                           Replaces current accounting for purchased
                                           credit-impaired ("PCI") and impaired            Additionally, we made a prospective
                                           loans.                                          change to present our finance charge
                                                                                           and fee reserve as a component of our
                                           Amends the other-than-temporary                 allowance for credit losses instead
                                           impairment model for available for sale         of as an offset to our loans held for
                                           debt securities. The new guidance               investment. This balance sheet
                                           requires that credit losses be recorded         reclassification increased our
                                           through an allowance approach, rather           allowance for credit losses by $462
                                           than through permanent write-downs for          million as of January 1, 2020, with a
                                           credit losses and subsequent accretion of       corresponding increase to our loans
                                           positive changes through interest income        held for investment.
                                           over time.
Reference Rate Reform                      The amendments in this ASU provide              This ASU is effective from March 12,
                                           optional expedients and 

exceptions for 2020 through December 31, 2022 with ASU No. 2020-04, Reference Rate

            applying generally accepted accounting          early adoption as of January 1, 2020
Reform (Topic 848): Facilitation of        principles (GAAP) to contracts, hedging         permitted.
the Effect of Reference Rate Reform        relationships, and other transactions
on Financial Reporting                     affected by reference rate reform if            We adopted certain provisions related
                                           certain criteria are met.                       to derivative contract modifications
Issued March 2020                                                                          and hedge accounting in this guidance
                                                                                           in the fourth quarter of 2020, using
                                                                                           the prospective method of adoption.

                                                                                           The early adoption of the expedients
                                                                                           in the guidance eased the
                                                                                           administrative burden of accounting
                                                                                           for London Interbank Offering Rate
                                                                                           ("LIBOR") related contract
                                                                                           modifications. Our adoption of this
                                                                                           standard did not have a material
                                                                                           impact on our consolidated financial
                                                                                           statements.



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2-INVESTMENT SECURITIES




Our investment securities portfolio consists of the following: U.S.
government-sponsored enterprise or agency ("Agency") and non-agency residential
mortgage-backed securities ("RMBS"), Agency commercial mortgage-backed
securities ("CMBS"), U.S. Treasury securities 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 Agency and U.S. Treasury securities
represented 96% of our total investment securities portfolio as of both December
31, 2020 and 2019.
In the first quarter of 2020, we adopted the CECL standard which resulted in an
increase of the amortized cost basis and related allowance for credit losses of
PCD securities classified as available for sale. The allowance for credit losses
for these PCD securities is limited to the amount by which the amortized cost
basis of the security exceeds its fair value. This limitation resulted in an
increase of $11 million to our retained earnings with a corresponding decrease
in AOCI at adoption. Our disclosures below reflect these adoption changes. Prior
period presentation was not reclassified to conform to the current period
presentation. See "Note 1-Summary of Significant Accounting Policies" for
additional information.
The table below presents the amortized cost, gross unrealized gains and losses,
and fair value of securities available for sale as of December 31, 2020 and
2019. Accrued interest receivable of $230 million as of December 31, 2020 is not
included in the below table.
Table 2.1: Investment Securities Available for Sale
                                                                                         December 31, 2020
                                                                        Allowance              Gross                Gross
                                                    Amortized           for Credit           Unrealized           Unrealized             Fair
(Dollars in millions)                                  Cost               Losses               Gains                Losses              Value
Investment securities available for sale:
U.S. Treasury securities                           $   9,302          $         0          $        16          $         0          $   9,318
RMBS:
Agency                                                73,248                    0                2,326                 (108)            75,466
Non-agency                                             1,035                   (1)                 204                   (1)             1,237
Total RMBS                                            74,283                   (1)               2,530                 (109)            76,703
Agency CMBS                                           11,298                    0                  448                  (11)            11,735
Other securities(1)                                    2,686                    0                    3                    0              2,689

Total investment securities available for $ 97,569 $


   (1)         $     2,997          $      (120)         $ 100,445
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

__________


(1)Includes $1.8 billion and $117 million of asset-backed securities ("ABS") as
of December 31, 2020, and 2019, respectively. The remaining amount is primarily
comprised of supranational bonds and foreign government bonds.
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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 the gross unrealized losses and fair value of our
securities available for sale aggregated by major security type and the length
of time that individual securities have been in a continuous unrealized loss
position as of December 31, 2020 and 2019. The amounts as of December 31, 2020
only include securities available for sale without an allowance for credit
losses.
Table 2.2: Securities in a Gross Unrealized Loss Position
                                                                                                December 31, 2020
                                                     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 without an allowance for credit
losses:
U.S. Treasury securities                     $          0          $        0          $          0          $        0          $         0          $         0
RMBS:
Agency                                              7,424                 (57)                1,791                 (51)               9,215                 (108)
Non-agency                                             12                   0                     0                   0                   12                    0
Total RMBS                                          7,436                 (57)                1,791                 (51)               9,227                 (108)
Agency CMBS                                         1,545                  (7)                  267                  (4)               1,812                  (11)
Other securities(1)                                   114                   0                     1                   0                  115            

0


Total investment securities available
for sale in a gross unrealized loss
position without an allowance for
credit losses(2)                             $      9,095          $      (64)         $      2,059          $      (55)         $    11,154          $      (119)



                                                                                                      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(1)                                    126                        0                   106                        0                  232                    0
Total investment securities available
for sale in a gross unrealized loss
position                                      $     15,882              $      (120)         $     12,252              $      (212)         $    28,134          $      (332)


__________
(1)  Includes primarily other asset-backed securities, foreign government bonds,
and supranational bonds.
(2)  Consists of approximately 320 securities in gross unrealized loss positions
as of December 31, 2020.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   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,
2020. 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, 2020
                                                                         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                         $         202          $      9,116          $          0          $           0          $   9,318
RMBS(1):
Agency                                                       0                    65                 1,175                 74,226             75,466
Non-agency                                                   0                     0                     0                  1,237              1,237
Total RMBS                                                   0                    65                 1,175                 75,463             76,703
Agency CMBS(1)                                              90                 2,896                 5,645                  3,104             11,735
Other securities                                           340                 2,073                   276                      0              2,689
Total securities available for sale              $         632          $   

14,150 $ 7,096 $ 78,567 $ 100,445 Amortized cost of securities available for sale

                                             $         628          $   

14,091 $ 6,860 $ 75,990 $ 97,569 Weighted-average yield for securities

                     1.43  %               0.74  %               1.76  %                2.20  %            1.96  %
available for sale


__________
(1)As of December 31, 2020, the weighted-average expected maturities of RMBS and
Agency CMBS are 4.0 years and 5.6 years, respectively.
Net Securities Gains or Losses and Proceeds from Sales
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,
2020, 2019 and 2018. We did not sell any investment securities that were
classified as held to maturity in those periods where we had securities in that
classification.
Table 2.4: Realized Gains and Losses on Securities
                                         Year Ended December 31,
(Dollars in millions)                2020           2019         2018
Realized gains (losses):
Gross realized gains             $    25          $    44      $    13
Gross realized losses                  0              (18)         (21)
Net realized gains (losses)      $    25          $    26      $    (8)

Total proceeds from sales        $   812          $ 4,780      $ 6,399


Securities Pledged and Received
We pledged investment securities totaling $16.5 billion and $14.0 billion as of
December 31, 2020 and 2019, 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, 2020 and 2019, related
to our derivative transactions.
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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.
In the first quarter of 2020, we adopted the CECL standard. Accordingly, our
disclosures below reflect these adoption changes. Prior period presentation was
not modified to conform to the current period presentation. See "Note 1-Summary
of Significant Accounting Policies" for additional information. Amounts as of
December 31, 2020 include the impacts of COVID-19 customer assistance programs
where applicable.
Accrued interest receivable of $1.2 billion as of December 31, 2020 is not
included in the tables in this note. The table below presents the composition
and aging analysis of our loans held for investment portfolio as of December 31,
2020 and 2019. The delinquency aging includes all past due loans, both
performing and nonperforming.
Table 3.1: Loan Portfolio Composition and Aging Analysis
                                                                                     December 31, 2020
                                                                                      Delinquent Loans
                                                                                                                     Total
                                                                30-59            60-89             > 90           Delinquent            Total
(Dollars in millions)                        Current             Days             Days             Days              Loans              Loans
Credit Card:
Domestic credit card                       $  96,116          $   755          $   464          $ 1,169          $    2,388          $  98,504
International card businesses                  8,218               90               58               86                 234              8,452
Total credit card                            104,334              845              522            1,255               2,622            106,956
Consumer Banking:
Auto                                          62,381            2,252              907              222               3,381             65,762
Retail banking                                 3,064               28               19               15                  62              3,126
Total consumer banking                        65,445            2,280              926              237               3,443             68,888
Commercial Banking:
Commercial and multifamily real               30,340              136               22              183                 341             30,681
estate
Commercial and industrial                     44,941               69               15               74                 158             45,099
Total commercial banking                      75,281              205               37              257                 499             75,780
Total loans(1)                             $ 245,060          $ 3,330          $ 1,485          $ 1,749          $    6,564          $ 251,624
% of Total loans                                97.4  %           1.3  %           0.6  %           0.7  %              2.6  %           100.0  %


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                      December 31, 2019
                                                                                      Delinquent Loans
                                                                                                              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 businesses           9,277              133               84              136                 353              0              9,630
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 multifamily             30,157               43               20                4                  67             21             30,245
real estate
Commercial and industrial              44,009               75               26              143                 244             10             44,263
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  %


__________
(1)Loans include unamortized premiums and discounts, and unamortized deferred
fees and costs totaling $1.1 billion as of both December 31, 2020 and 2019.
The following table presents our loans held for investment that are 90 days or
more past due that continue to accrue interest and loans that are classified as
nonperforming as of December 31, 2020 and 2019. We also present nonperforming
loans without an allowance as of December 31, 2020. Nonperforming loans
generally include loans that have been placed on nonaccrual status.
Table 3.2: 90+ Day Delinquent Loans Accruing Interest and Nonperforming Loans
                                                              December 31, 2020                                         December 31, 2019
                                                                                      Nonperforming
                                       > 90 Days and         Nonperforming          Loans Without an           > 90 Days and         Nonperforming
(Dollars in millions)                    Accruing              Loans(1)                 Allowance                Accruing                Loans
Credit Card:
Domestic credit card                  $    1,169                        N/A       $            0              $     2,277                       N/A
International card businesses                 82            $         21                       0                      130           $         25
Total credit card                          1,251                      21                       0                    2,407                     25
Consumer Banking:
Auto                                           0                     294                       0                        0                    487
Retail banking                                 0                      30                       0                        0                     23
Total consumer banking                         0                     324                       0                        0                    510
Commercial Banking:
Commercial and multifamily real               51                     200                     184                        0                     38
estate
Commercial and industrial                      0                     450                     265                        0                    410
Total commercial banking                      51                     650                     449                        0                    448
Total                                 $    1,302            $        995          $          449              $     2,407           $        983
% of Total loans held for                    0.5    %                0.4  %                  0.2      %               0.9   %                0.4  %
investment


__________

(1)We recognized interest income for loans classified as nonperforming of $39 million for the year ended December 31, 2020.


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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.
The table below presents our credit card portfolio by delinquency status as of
December 31, 2020.
Table 3.3: Credit Card Delinquency Status
                                                                                     December 31, 2020
                                                                                         Revolving Loans
(Dollars in millions)                                          Revolving Loans          Converted to Term            Total
Credit Card:
Domestic credit card:
Current                                                      $         95,629          $            487          $   96,116
30-59 days                                                                734                        21                 755
60-89 days                                                                451                        13                 464
Greater than 90 days                                                    1,155                        14               1,169
Total domestic credit card                                             97,969                       535              98,504

International card businesses:
Current                                                                 8,152                        66               8,218
30-59 days                                                                 79                        11                  90
60-89 days                                                                 47                        11                  58
Greater than 90 days                                                       76                        10                  86
Total international card businesses                                     8,354                        98               8,452
Total credit card                                            $        106,323          $            633          $  106,956


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
The table below presents our consumer banking portfolio of loans held for
investment by credit quality indicator as of December 31, 2020 and 2019. We
present our auto loan portfolio by FICO scores at origination and our retail
banking loan portfolio by delinquency status, which includes all past due loans,
both performing and nonperforming.
Table 3.4: Consumer Banking Portfolio by Credit Quality Indicator
                                                                                                                        December 31, 2020
                                                                                    Term Loans by Vintage Year
                                                                                                                                                                                             Revolving
                                                                                                                                                                                               Loans
                                                                                                                                                 Total Term                                 Converted to                         December 31,
(Dollars in millions)                     2020              2019              2018              2017             2016            Prior             Loans            Revolving Loans             Term              Total              2019

Auto-At origination FICO
scores:(1)
Greater than 660                       $ 13,352          $  8,091          $  4,675          $ 2,810          $ 1,168          $   203          $  30,299          $             0          $       0          $ 30,299          $   28,773
621-660                                   5,781             3,631             2,003            1,172              488              109             13,184                        0                  0            13,184              11,924
620 or below                              9,550             6,298             3,317            1,985              886              243             22,279                        0                  0            22,279              19,665
Total auto                               28,683            18,020             9,995            5,967            2,542              555             65,762                        0                  0            65,762              60,362

Retail banking-Delinquency
status:
Current                                   1,041               233               206              222              167              537              2,406                      651                  7             3,064               2,658
30-59 days                                    0                 0                 7                1                2                2                 12                       15                  1                28                  24
60-89 days                                    0                 0                 1                0                5                4                 10                        8                  1                19                   8
Greater than 90 days                          0                 0                 0                1                1                4                  6                        9                  0                15                  11
Total retail banking(2)                   1,041               233               214              224              175              547              2,434                      683                  9             3,126         

2,701


Total consumer banking                 $ 29,724          $ 18,253          $ 10,209          $ 6,191          $ 2,717          $ 1,102          $  68,196          $           683          $       9          $ 68,888          $   63,063


__________
(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.
(2)Includes Paycheck Protection Program ("PPP") loans of $919 million as of
December 31, 2020.
Commercial Banking
The key credit quality indicator for our commercial loan portfolios is our
internal risk ratings. 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.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•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 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 credit 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 our commercial banking portfolio of loans held for
investment by internal risk ratings as of December 31, 2020 and 2019. The
internal risk rating status includes all past due loans, both performing and
nonperforming.
Table 3.5: Commercial Banking Portfolio by Internal Risk Ratings
                                                                                                                   December 31, 2020
                                                                                Term Loans by Vintage Year
                                                                                                                                            Total Term         Revolving          Revolving Loans
(Dollars in millions)                 2020              2019              2018             2017             2016            Prior             Loans              Loans           Converted to Term           Total
Internal risk rating:(1)
Commercial and multifamily
real estate
Noncriticized                      $  3,791          $  4,932          $ 3,232          $ 1,437          $ 1,649          $ 4,904          $  19,945          $   7,114          $             0          $ 27,059
Criticized performing                   320               446              515              355              391            1,258              3,285                112                       25             3,422
Criticized nonperforming                  0                11               30                6                3              150                200                  0                        0               200
Total commercial and
multifamily real estate               4,111             5,389            3,777            1,798            2,043            6,312             23,430              7,226                       25            30,681
Commercial and industrial
Noncriticized                         9,761             7,890            4,043            2,717            1,832            3,034             29,277             11,548                       80            40,905
Criticized performing                   316               794              521              252              106              215              2,204              1,498                       42             3,744
Criticized nonperforming                 74               108               25               51                9                0                267                183                        0               450
Total commercial and                 10,151             8,792            4,589            3,020            1,947            3,249             31,748             13,229                      122            45,099
industrial
Total commercial banking(2)        $ 14,262          $ 14,181          $ 8,366          $ 4,818          $ 3,990          $ 9,561          $  55,178          $  20,455          $           147          $ 75,780



                                                                                    December 31, 2019
                                          Commercial and                                                                                                   Total
                                         Multifamily Real                                  Commercial and                                              

Commercial


(Dollars in millions)                         Estate                 % of Total              Industrial              % of Total                           Banking               % of 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  %


__________

(1)Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by bank regulatory authorities. (2)Includes PPP loans of $238 million as of December 31, 2020.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revolving Loans Converted to Term Loans
For the year ended December 31, 2020, we converted $602 million of revolving
loans to term loans, primarily in our domestic credit card and commercial
banking loan portfolios.
Troubled Debt Restructurings
Additional guidance issued by the Federal Banking Agencies and contained in the
Coronavirus Aid, Relief, and Economic Security Act provides banking
organizations with TDR relief for modifications of current borrowers impacted by
the COVID-19 pandemic. In adherence with the guidance, we assessed all loan
modifications introduced to current borrowers in response to the COVID-19
pandemic through December 31, 2020, that would have been designated as TDRs
under our existing policies, and followed guidance that any such eligible loan
modifications made on a temporary and good faith basis are not considered TDRs.
We consider the impact of all loan modifications, including those offered via
our COVID-19 programs, when estimating the credit quality of our loan portfolio
and establishing allowance levels. For our Commercial Banking customers,
enrollment in a customer assistance program is also considered in the assignment
of an internal risk rating.
Total recorded TDRs were $2.1 billion and $1.7 billion as of December 31, 2020
and 2019, respectively. TDRs classified as performing in our credit card and
consumer banking loan portfolios totaled $1.3 billion and $1.1 billion as of
December 31, 2020 and 2019, respectively. TDRs classified as performing in our
commercial banking loan portfolio totaled $442 million and $224 million as of
December 31, 2020 and 2019, respectively. Commitments to lend additional funds
on loans modified in TDRs totaled $173 million and $178 million as of December
31, 2020 and 2019, 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, amortized cost amounts and financial
effects of loans modified in TDRs during the years ended December 31, 2020, 2019
and 2018.
Table 3.6: Troubled Debt Restructurings


                                                                                                                                          Year Ended December 31, 2020
                                                                                          Reduced Interest Rate                                      Term Extension                                    Balance Reduction
                                                      Total Loans                                               Average Rate               % of TDR                Average Term                % of TDR               Gross Balance
(Dollars in millions)                                 Modified(1)              % of TDR Activity(2)               Reduction               Activity(2)           Extension (Months)            Activity(2)               Reduction
Credit Card:
Domestic credit card                               $          243                                100  %                15.94  %                      0  %                         0                      0  %       $            0
International card businesses                                 168                                100                   27.38                         0                            0                      0                       0
Total credit card                                             411                                100                   20.61                         0                            0                      0                       0
Consumer Banking:
Auto                                                          536                                 11                    5.68                        95                            3                      0                       1
Retail banking                                                  5                                 11                   10.86                        20                            8                      0                       0
Total consumer banking                                        541                                 11                    5.73                        94                            3                      0                       1
Commercial Banking:
Commercial and multifamily real estate                         98                                  0                    0.00                        86                            5                      0                       0
Commercial and industrial                                     439                                  4                    0.14                        52                           21                      4                       7

Total commercial banking                                      537                                  3                    0.14                        58                           17                      3                       7
Total                                              $        1,489                                 33                   18.06                        55                            8                      1          $            8



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                                                 Year Ended December 31, 2019
                                                                       Reduced Interest Rate                           Term Extension                              Balance Reduction
                                                                                                                                    Average Term                % of                   Gross
                                          Total Loans             % of TDR            Average Rate              % of 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 Term                % of                   Gross
                                          Total Loans             % of TDR            Average Rate              % of 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 businesses                     184                  100                  26.96                        0                      0                        0                  0
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


__________
(1)Represents the amortized cost 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.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent Defaults of Completed TDR Modifications
The following table presents the type, number and amortized cost 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.
Table 3.7: TDRs-Subsequent Defaults
                                                                                        Year Ended December 31,
                                                                  2020                         2019                                          2018
                                                                                                                                                                            Number of
(Dollars in millions)                                                           Number of Contracts          Amount           Number of Contracts          Amount           Contracts           Amount
Credit Card:
Domestic credit card                                                                  32,639                $   69                  47,086                $   99             61,070            $  126
International card businesses                                                         58,363                    87                  69,470                   110             61,014               106
Total credit card                                                                     91,002                   156                 116,556                   209            122,084               232
Consumer Banking:
Auto                                                                                   5,877                    77                   5,575                    70              6,980                79
Home loan                                                                                  0                     0                       0                     0                  3                 1
Retail banking                                                                            10                     1                      24                     2                 26                 2
Total consumer banking                                                                 5,887                    78                   5,599                    72              7,009                82
Commercial Banking:
Commercial and multifamily real estate                                                     1                    50                       0                     0                  1                 3
Commercial and industrial                                                                 15                   130                       1                    25                 26               120

Total commercial banking                                                                  16                   180                       1                    25                 27               123
Total                                                                                 96,905                $  414                 122,156                $  306            129,120            $  437


Loans Pledged
We pledged loan collateral of $14.1 billion and $14.6 billion to secure the
majority of our FHLB borrowing capacity of $19.6 billion and $18.7 billion as of
December 31, 2020 and 2019, respectively. We also pledged loan collateral of
$25.5 billion and $6.7 billion to secure our Federal Reserve Discount Window
borrowing capacity of $20.0 billion and $5.3 billion as of December 31, 2020 and
2019, respectively. In addition to loans pledged, we have securitized a portion
of our credit card and auto loan portfolios. See "Note 5-Variable Interest
Entities and Securitizations" for additional information.
Loans Held for Sale
Our total loans held for sale was $2.7 billion and $400 million as of December
31, 2020 and 2019, respectively. We originated for sale $10.0 billion,
$9.0 billion and $8.7 billion of commercial multifamily real estate loans in
2020, 2019 and 2018, respectively. We retained servicing rights upon the sale of
these loans.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4-ALLOWANCE FOR CREDIT LOSSES AND RESERVE FOR UNFUNDED LENDING COMMITMENTS




In the first quarter of 2020, we adopted the CECL standard. Accordingly, our
disclosures below reflect these adoption changes. Prior period presentation was
not modified to conform to the current period presentation. See "Note 1-Summary
of Significant Accounting Policies" for additional information.
Our allowance for credit losses represents management's current estimate of
expected credit losses over the contractual terms of our loans held for
investment as of each balance sheet date. Expected recoveries of amounts
previously charged off or expected to be charged off are recognized within the
allowance. When developing an estimate of expected credit losses, we use both
quantitative and qualitative methods in considering all available information
relevant to assessing collectability. This may include internal information,
external information or a combination of both relating to past events, current
conditions, and reasonable and supportable forecasts. Management will consider
and may qualitatively adjust for conditions, changes and trends in loan
portfolios that may not be captured in modeled results. These adjustments are
referred to as qualitative factors and represent management's judgment of the
imprecision and risks inherent in the processes and assumptions used in
establishing the allowance for credit losses. Significant judgment is applied in
our estimation of lifetime credit losses.
For credit card loans, accrued interest is charged off simultaneously with the
charge off of other components of amortized cost as a reduction of revenue.
Total net revenue was reduced by $1.1 billion in 2020 for finance charges and
fees charged-off as uncollectible and by $1.4 billion and $1.3 billion in 2019
and 2018, respectively, for the estimated uncollectible amount of billed finance
charges and fees and related losses.
We have unfunded lending commitments in our Commercial Banking business that are
not unconditionally cancellable by us and for which we estimate expected credit
losses in establishing a reserve. This reserve is measured using the same
measurement objectives as the allowance for loans held for investment. We build
or release the reserve for unfunded lending commitments through 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.
Allowance for Credit Losses and Reserve for Unfunded Lending Commitments
Activity
The table below summarizes changes in the allowance for credit losses and
reserve for unfunded lending commitments by portfolio segment for the years
ended December 31, 2020, 2019 and 2018. The allowance balance as of December 31,
2020 reflects the cumulative effects from adoption of the CECL standard and the
change to include finance charge and fee reserve in the allowance for credit
losses. The reserve for unfunded lending commitments balance as of December 31,
2020 also reflects the cumulative effects from adoption of the CECL standard,
including the component of loss sharing agreements with the government-sponsored
enterprises ("GSEs") on multifamily commercial real estate loans that are within
the scope of the CECL standard. Our allowance for credit losses increased by
$8.4 billion to $15.6 billion as of December 31, 2020 from 2019, primarily
driven by the allowance builds in the first and second quarters of 2020 from
expectations of economic worsening as a result of the COVID-19 pandemic as well
as the adoption of the CECL standard in the first quarter of 2020.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table 4.1: Allowance for Credit 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, 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 lease             4,984               841                  82                (49)           5,858

losses


Allowance build (release) for loan and               (85)             (140)                 26                (55)            (254)
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 unfunded             0                (3)                  1                  0               (2)
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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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                       Consumer           Commercial
(Dollars in millions)                                            Credit 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 losses                    (157)               (10)                  138                     (29)
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 commitments                      0                  1                    12                      13
Balance as of December 31, 2019                                           0                  5                   130                     135

Combined allowance and reserve as of December 31, 2019 $ 5,395

          $   1,043          $        905                $  7,343
Allowance for credit losses:
Balance as of December 31, 2019                                $      5,395          $   1,038          $        775                $  7,208
Cumulative effects from adoption of the CECL standard                 2,241                502                   102                   2,845
Finance charge and fee reserve reclassification(4)                      462                  0                     0                     462
Balance as of January 1, 2020                                         8,098              1,540                   877                  10,515
Charge-offs                                                          (5,749)            (1,534)                 (394)                 (7,677)
Recoveries(2)                                                         1,479                956                    17                   2,452
Net charge-offs                                                      (4,270)              (578)                 (377)                 (5,225)
Provision for credit losses                                           7,327              1,753                 1,158                  10,238
Allowance build for credit losses(5)                                  3,057              1,175                   781                   5,013
Other changes(3)                                                         36                  0                     0                      36
Balance as of December 31, 2020                                      11,191              2,715                 1,658                  15,564
Reserve for unfunded lending commitments:
Balance as of December 31, 2019                                           0                  5                   130                     135
Cumulative effects from adoption of the CECL standard                     0                 (5)                   42                      37
Balance as of January 1, 2020                                             0                  0                   172                     172
Provision for losses on unfunded lending commitments                      0                  0                    23                      23
Balance as of December 31, 2020                                           0                  0                   195                     195

Combined allowance and reserve as of December 31, 2020 $ 11,191

          $   2,715          $      1,853                $ 15,759


__________


(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 are 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.
(4)Concurrent with our adoption of the CECL standard in the first quarter of
2020, we reclassified our finance charge and fee reserve to our allowance for
credit losses, with a corresponding increase to credit card loans held for
investment.
(5)Includes an allowance release of $327 million for a partnership credit card
loan portfolio transferred to held for sale in the third quarter of 2020.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 are netted against our allowance for
credit losses. Our methodology for estimating reimbursements is consistent with
the methodology we use to estimate the allowance for credit losses on our credit
card loan receivables. These expected reimbursements result in reductions to net
charge-offs and the 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, 2020, 2019 and 2018. Beginning
in 2019, amounts below include the impacts of our loss sharing arrangement on
the acquired Walmart portfolio.
Table 4.2: Summary of Credit Card Partnership Loss Sharing Arrangements Impacts
                                                                             Year Ended December 31,
(Dollars in millions)                                                2020                2019              2018
Estimated reimbursements from partners, beginning of           $    2,166             $    379          $    380
period(1)
Amounts due from partners which reduced net charge-offs              (959)                (600)             (382)
Amounts estimated to be charged to partners which                     952                1,383               381
reduced provision for credit losses
Estimated reimbursements from partners, end of period          $    2,159   

$ 1,162 $ 379

__________

(1)Includes effects from adoption of the CECL standard in the first quarter of 2020.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   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
is related to our securitization transactions in which we transfer assets to
securitization trusts. We primarily securitize 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 credit losses, which we report on our consolidated
balance sheets under restricted cash for securitization investors, loans held in
consolidated trusts and allowance for credit 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, 2020 and 2019. We separately present
information for consolidated and unconsolidated VIEs.
Table 5.1: Carrying Amount of Consolidated and Unconsolidated VIEs
                                                                                                            December 31, 2020
                                                                             Consolidated                                           Unconsolidated
                                                                   Carrying              Carrying                                                              Maximum
                                                                    Amount               Amount of           Carrying Amount       Carrying Amount of        Exposure to
(Dollars in millions)                                             of Assets             Liabilities             of Assets             Liabilities               Loss
Securitization-Related VIEs:
Credit card loan securitizations(1)                             $    22,066          $       10,338          $          0          $             0          $        0
Auto loan securitizations                                             2,360                   2,055                     0                        0                   0
Home loan securitizations                                                 0                       0                    55                        0                 305
Total securitization-related VIEs                                    24,426                  12,393                    55                        0                 305
Other VIEs:(2)
Affordable housing entities                                             242                      17                 4,602                    1,240      

4,602


Entities that provide capital to low-income and rural                 1,951                      26                     0                        0                   0
communities
Other                                                                     0                       0                   436                        0                 436
Total other VIEs                                                      2,193                      43                 5,038                    1,240               5,038
Total VIEs                                                      $    26,619          $       12,436          $      5,093          $         1,240          $    5,343


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                                            December 31, 2019
                                                                             Consolidated                                           Unconsolidated
                                                                   Carrying              Carrying                                                              Maximum
                                                                    Amount               Amount of           Carrying Amount       Carrying 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 low-income and rural                 1,889                      69                     0                        0                   0
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


__________
(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 $596 million of liabilities as of December 31, 2020,
and $2.3 billion of assets and $741 million of liabilities as of December 31,
2019.
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 GSEs who may, in turn, securitize them. We
retain the related MSRs and service the transferred loans pursuant to the
guidelines set forth by the GSEs. As an investor, we hold primarily RMBS, CMBS,
and ABS 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. 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. Our maximum exposure to
loss as a result of our involvement with these VIEs is the carrying value of the
MSRs and investment securities on our consolidated balance sheets as well as our
contractual obligations under loss sharing arrangements. 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. 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, 2020 and 2019. Table 5.2: Continuing Involvement in Securitization-Related VIEs (Dollars in millions)

                            Credit Card        Auto    

Mortgages


December 31, 2020:
Securities held by third-party investors        $     10,361      $ 2,053      $      790
Receivables in the trust                              23,683        2,243   

793


Cash balance of spread or reserve accounts                 0           10              15
Retained interests                                         Yes          Yes             Yes
Servicing retained                                         Yes          Yes              No
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


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.
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
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 year ended December 31, 2020 and 2019, we recognized amortization of $556
million and $554 million, respectively, and tax credits of $607 million and $610
million, respectively, associated with these investments within income tax
provision or benefit. The carrying value of our equity investments in these
qualified affordable housing projects was $4.5 billion and $4.4 billion as of
December 31, 2020 and 2019, 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, 2020 and 2019, and is largely expected to be paid from 2021 to
2023.
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 as of both December 31,
2020 and 2019. 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 $11.0 billion and
$10.9 billion as of December 31, 2020 and 2019, 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
consolidate 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 $2.0 billion and $1.9 billion as of
December 31, 2020 and 2019, 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
We hold variable interests in other VIEs, including companies that promote
renewable energy sources and other equity method investments. We were not
required to consolidate these VIEs because we do not have the power to direct
the activities that most significantly impact their economic performance. Our
maximum exposure to these VIEs is limited to the investments on our consolidated
balance sheets of $436 million and $502 million as of December 31, 2020 and
2019, 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, 2020 and 2019. 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, 2020
                                                         Carrying                                                       Weighted Average Remaining
                                                        Amount of             Accumulated          Net Carrying                Amortization

(Dollars in millions)                                     Assets             Amortization             Amount                      Period
Goodwill                                              $    14,653                        N/A       $   14,653                                    N/A
Intangible assets:
Purchased credit card relationship ("PCCR")                   148          $         (138)                 10
intangibles                                                                                                                                6.2 years

Other(1)                                                      248                    (168)                 80                              7.3 years
Total intangible assets                                       396                    (306)                 90                              7.1 years
Total goodwill and intangible assets                  $    15,049          $         (306)         $   14,743
Commercial MSRs(2)                                    $       542          $         (175)         $      367

                                                                                            December 31, 2019
                                                         Carrying                                                       Weighted Average Remaining
                                                        Amount of             Accumulated          Net Carrying                Amortization
(Dollars in millions)                                     Assets             Amortization             Amount                      Period
Goodwill                                              $    14,653                        N/A       $   14,653                                    N/A
Intangible assets:
PCCR intangibles                                            1,932          $       (1,864)                 68                              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


__________

(1)Primarily consists of intangibles for sponsorship, customer and merchant relationships, partnership, trade name and other contract intangibles. (2)Commercial MSRs are accounted for under the amortization method on our consolidated balance sheets. We recorded $69 million and $70 million of amortization expense for the years ended December 31, 2020 and 2019, respectively.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill


There were no changes in the carrying amount of goodwill by each of our business
segments for the year ended December 31, 2020, and the following table presents
such changes for the years ended December 31, 2019 and 2018.We did not recognize
any goodwill impairment during 2020, 2019 or 2018.
Table 6.2: Goodwill by Business Segments
                                                            Credit          Consumer           Commercial
(Dollars in millions)                                        Card            Banking             Banking              Total
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



Balance as of December 31, 2020                           $ 5,088          

$ 4,645 $ 4,920 $ 14,653

__________


(1)Represents foreign currency translation adjustments and measurement period
adjustments on prior period acquisitions.
The goodwill impairment test is performed as of October 1 of each year. An
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.
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. Capital is allocated based on each reporting unit's specific regulatory
capital requirements, economic capital requirements, and underlying risks.
Consolidated stockholder's equity in excess of the sum of all reporting unit's
capital requirements that is not identified for future capital needs, such as
dividends, share buybacks, or other strategic initiatives, is allocated to the
reporting units and Other category and assumed distributed to equity holders in
future periods. Our discounted cash flow analysis requires management to make
judgments about future loan and deposit growth, revenue growth, credit losses,
and capital rates. The reasonableness of our fair value calculation is assessed
by reference to a market-based approach using comparable market multiples and
recent market transactions where available.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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, 2020, 2019 and 2018 and the estimated future amortization expense for
intangible assets as of December 31, 2020:
Table 6.3: Amortization Expense
                                                                

Amortization


(Dollars in millions)                                              Expense
Actual for the year ended December 31,
2018                                                           $         174
2019                                                                     112
2020                                                                      60
Estimated future amounts for the year ending December 31,
2021                                                                      20
2022                                                                      16
2023                                                                      13
2024                                                                      10
2025                                                                       9
Thereafter                                                                14
Total estimated future amounts                                 $          82


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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, 2020
and 2019.
Table 7.1 Components of Premises and Equipment
                                                                         December 31,       December 31,
(Dollars in millions)                                                        2020               2019
Land                                                                     $     366          $     382
Buildings and improvements                                                   3,742              3,903
Furniture and equipment                                                      1,973              2,218
Computer software                                                            2,144              1,996
In progress                                                                    768                689
Total premises and equipment, gross                                          8,993              9,188
Less: Accumulated depreciation and amortization                             (4,706)            (4,810)
Total premises and equipment, net                                        $  

4,287 $ 4,378




Depreciation and amortization expense was $809 million, $741 million and
$728 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Leases
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, 2020.
Table 7.2 Operating Lease Portfolio
   (Dollars in millions)                         December 31, 2020      December 31, 2019
   Right-of-use assets                          $          1,316       $          1,433
   Lease liabilities                                       1,688                  1,756
   Weighted-average remaining lease term                  8.7 years              8.9 years
   Weighted-average discount rate                            3.1  %                 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


                                                                                    Year Ended December 31,
(Dollars in millions)                                                                2020                2019
Operating lease cost                                                           $         315          $    316
Variable lease cost                                                                       43                39

Total lease cost                                                                         358               355
Sublease income                                                                          (26)              (26)
Net lease cost                                                             

$ 332 $ 329 Cash paid for amounts included in the measurement of lease liabilities

                                                                    $         325          $    328
Right-of-use assets obtained in exchange for lease liabilities                           180               112

Right-of-use assets recognized upon adoption of new lease standard

                0             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, 2020.
Table 7.4 Maturities of Operating Leases and Reconciliation to Lease Liabilities
              (Dollars in millions)                   December 31, 2020
              2021                                   $              296
              2022                                                  272
              2023                                                  250
              2024                                                  216
              2025                                                  180
              Thereafter                                            721
              Total undiscounted lease payments                   1,935
              Less: Imputed interest                               (247)
              Total lease liabilities                $            1,688


As of December 31, 2020, we had approximately $69 million and $75 million of
right-of-use assets and lease liabilities, respectively, for finance leases with
a weighted-average remaining lease term of 4.4 years. 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 $24 million and
$27 million of total finance lease expense for the years ended December 31, 2020
and 2019, respectively.

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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 and
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,
2020 and 2019. 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)                                                              2020                2019

Deposits:


Non-interest-bearing deposits                                                  $   31,142          $   23,488
Interest-bearing deposits(1)                                                      274,300             239,209
Total deposits                                                                 $  305,442          $  262,697
Short-term borrowings:
Federal funds purchased and securities loaned or sold under agreements         $      668          $      314
to repurchase
FHLB advances                                                                           0               7,000
Total short-term borrowings                                                    $      668          $    7,314



                                                                                                                                                      December 31,
                                                                                       December 31, 2020                                                  2019
                                                                                                        Weighted-Average             Carrying           Carrying
(Dollars in millions)                           Maturity Dates        Stated Interest Rates              Interest Rate                Value               Value
Long-term debt:
Securitized debt obligations                         2021-2026                  0.51% - 3.01%                        1.87  %       $  12,414          $   17,808
Senior and subordinated notes:
Fixed unsecured senior debt(2)                       2021-2029                    0.80 - 4.75                        3.24             21,045           

23,302


Floating unsecured senior debt                       2021-2023                    0.64 - 1.36                        0.97              1,609           

2,695


Total unsecured senior debt                                                                                          3.08             22,654            

25,997


Fixed unsecured subordinated debt                    2023-2026                    3.38 - 4.20                        3.78              4,728           

4,475


Total senior and subordinated notes                                                                                                   27,382              30,472
Other long-term borrowings:

Finance lease liabilities                            2021-2031                    0.68 - 9.91                        3.78                 75                 103
Total other long-term borrowings                                                                                                          75                 103
Total long-term debt                                                                                                               $  39,871          $   48,383
Total short-term borrowings and long-term debt                                                                                     $  40,539          $   55,697


__________
(1)Includes $4.2 billion and $6.5 billion of time deposits in denominations in
excess of the $250,000 federal insurance limit as of December 31, 2020 and 2019,
respectively.
(2)Includes $1.6 billion and $1.4 billion of EUR-denominated unsecured notes as
of December 31, 2020 and 2019, respectively.
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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 with contractual maturities, securitized debt obligations and other
debt by remaining contractual maturity as of December 31, 2020.
Table 8.2: Maturity Profile of Borrowings
(Dollars in millions)                         2021              2022              2023             2024             2025            Thereafter         

Total


Interest-bearing time deposits             $ 21,381          $  6,447          $ 2,212          $ 2,196          $   385          $       126          $ 32,747
Securitized debt obligations                  2,331             5,635            1,087            1,569              289                1,503            12,414
Federal funds purchased and
securities loaned or sold under
agreements to repurchase                        668                 0                0                0                0                    0           

668


Senior and subordinated notes                 3,878             2,488            6,032            4,661            3,488                6,835            27,382
Other borrowings                                 20                20               18                5                3                    9                75
Total                                      $ 28,278          $ 14,590          $ 9,349          $ 8,431          $ 4,165          $     8,473          $ 73,286


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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. We primarily use interest rate and foreign
currency derivatives to hedge, but 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 interest rate, commodity, foreign currency derivatives and other
contracts as an 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
derivative contracts with counterparties to economically hedge substantially all
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 in 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 in 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 OTC markets. We
also execute interest rate and commodity futures in the exchange-traded
derivative markets. Our OTC derivatives consist of both trades cleared through
central counterparty clearinghouses ("CCPs") and uncleared bilateral contracts.
The Chicago Mercantile Exchange ("CME") and the LCH Group ("LCH") are our CCPs
in our centrally cleared contracts. 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 and will vary over time as market variables
change. 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
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, 2020 and 2019, 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, 2020                                              December 31, 2019

                                             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                         $       47,349          $     9          $         10          $       57,587          $    11          $         55
Cash flow hedges                                  82,150              748                     1                  96,900              321                    29
Total interest rate contracts                    129,499              757                    11                 154,487              332                    84
Foreign exchange contracts:
Fair value hedges                                  1,527              164                     0                   1,402                0                     6
Cash flow hedges                                   4,582                0                   161                   6,103                0                   113
Net investment hedges                              3,116                0                   196                   2,829                0                   102
Total foreign exchange contracts                   9,225              164                   357                  10,334                0                

221


Total derivatives designated as                  138,724              921                   368                 164,821              332                   305
accounting hedges
Derivatives not designated as
accounting hedges:
Customer accommodation:
Interest rate contracts                           68,459            1,429                   198                  62,268              552                   117
Commodity contracts                               16,871              935                   820                  15,492              758                   694
Foreign exchange and other                         4,677               58                    70                   4,674               39                    42
contracts
Total customer accommodation                      90,007            2,422                 1,088                  82,434            1,349                   853
Other interest rate exposures(2)                   1,770               71                    56                   6,729               48                    30
Other contracts                                    1,826                1                     6                   1,562                0                     9
Total derivatives not designated as               93,603            2,494                 1,150                  90,725            1,397                   892
accounting hedges
Total derivatives                         $      232,327          $ 3,415          $      1,518          $      255,546          $ 1,729          $      1,197
Less: netting adjustment(3)                                        (1,148)                 (739)                                    (633)                 (523)
Total derivative assets/liabilities                               $ 2,267          $        779                                  $ 1,096          $        674


__________
(1)Does not reflect $31 million and $12 million recognized as a net valuation
allowance on derivative assets and liabilities for non-performance risk as of
December 31, 2020 and 2019, respectively. Non-performance risk is included in
derivative assets and liabilities, which are part of other assets and other
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, 2020 and 2019. Table 9.2: Hedged Items in Fair Value Hedging Relationships


                                                                                               December 31, 2020                                                                                  December 31, 2019
                                                                                             Cumulative Amount of Basis Adjustments Included in the                                             Cumulative Amount of Basis Adjustments Included in the
                                                                                                                 Carrying Amount                                                                                   Carrying Amount
                                                                Carrying Amount                      Total                    Discontinued-Hedging               Carrying Amount                                                

Discontinued-Hedging
(Dollars in millions)                                        Assets/(Liabilities)             Assets/(Liabilities)               Relationships                 Assets/(Liabilities)          Total Assets/(Liabilities)              Relationships
Line item on our consolidated balance sheets in
which the hedged item is included:
Investment securities available for sale(1)(2)            $                  9,797          $                 590          $                   200          $                10,825          $                   300          $                     52
Interest-bearing deposits                                                  (11,312)                          (213)                               0                          (14,310)                             (12)                                0
Securitized debt obligations                                                (7,609)                          (171)                              20                           (9,403)                              44                                64
Senior and subordinated notes                                              (21,927)                        (1,282)                            (666)                         (27,777)                            (458)                              324


__________
(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. In the second
quarter of 2020, we terminated all last of layer hedging relationships with
cumulative basis adjustments related to these discontinued hedging relationships
totaling $200 million as of December 31, 2020. As of December 31, 2019, the
amortized cost basis of this portfolio was $5.9 billion, the amount of the
designated hedged items was $3.1 billion, and the cumulative basis adjustment
associated with these hedges was $75 million.
(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 master 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.
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, 2020 and 2019.
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.

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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 9.3: Offsetting of Financial Assets and Financial Liabilities



                                                                                                                                      Securities
                                                                Gross Amounts Offset in the Balance                                 Collateral Held
                                                                               Sheet                                                 Under Master
                                               Gross              Financial           Cash Collateral         Net Amounts as            Netting
(Dollars in millions)                         Amounts            Instruments              Received              Recognized            Agreements            Net Exposure
As of December 31, 2020
Derivative assets(1)                        $  3,415          $         (383)         $        (765)         $       2,267          $          0          $       2,267
As of December 31, 2019
Derivative assets(1)                           1,729                    (347)                  (286)                 1,096                     0                  1,096



                                                                                                                                       Securities
                                                                 Gross Amounts Offset in the Balance                                   Collateral
                                                                                Sheet                                                 Pledged Under
                                                Gross              Financial           Cash Collateral         Net Amounts as        Master 

Netting


(Dollars in millions)                          Amounts            Instruments              Pledged               Recognized            Agreements            Net Exposure
As of December 31, 2020
Derivative liabilities(1)                    $  1,518          $         (383)         $        (356)         $         779          $          0          $         779
Repurchase agreements(2)                          668                       0                      0                    668                  (668)                     0
As of December 31, 2019
Derivative liabilities(1)                       1,197                    (347)                  (176)                   674                     0                    674
Repurchase agreements(2)                          314                       0                      0                    314                  (314)                     0


__________
(1)We received cash collateral from derivative counterparties totaling $862
million and $347 million as of December 31, 2020 and 2019 , respectively. We
also received securities from derivative counterparties with a fair value of
approximately $1 million as of both December 31, 2020 and 2019, which we have
the ability to re-pledge. We posted $1.5 billion and $954 million of cash
collateral as of December 31, 2020 and 2019, respectively.
(2)Under our customer repurchase agreements, which mature the next business day,
we pledged collateral with a fair value of $682 million and $320 million as of
December 31, 2020 and 2019 , respectively, primarily consisting of agency RMBS
securities.

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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2020, 2019 and 2018.
Table 9.4: Effects of Fair Value and Cash Flow Hedge Accounting


                                                                                                           Year Ended December 31, 2020
                                                                                                                                                                                         Non-Interest
                                                                                                   Net Interest Income                                                                      Income
                                                                    Loans,
                                            Investment          Including Loans                            Interest-bearing           Securitized Debt            Senior and
(Dollars in millions)                       Securities           Held for Sale           Other                 Deposits                 Obligations           Subordinated Notes             Other

Total amounts presented in our consolidated statements of income $ 1,877 $ 24,074 $ 82 $

           (2,165)         $          (232)         $          (679)         $        1,325
Fair value hedging relationships:
Interest rate and foreign exchange
contracts:
Interest recognized on derivatives        $        (76)         $          0          $       0          $              108          $           125          $           225          $            0
Gains (losses) recognized on
derivatives                                       (306)                    0                  0                         204                      176                      950                     126
Gains (losses) recognized on hedged
items(1)                                           290                     0                  0                        (203)                    (212)                    (904)                   (125)
Excluded component of fair value
hedges(2)                                            0                     0                  0                           0                        0                       (3)                      0
Net income (expense) recognized on
fair value hedges                         $        (92)         $          0          $       0          $              109          $            89          $           268          $            1
Cash flow hedging relationships:(3)
Interest rate contracts:
Realized gains reclassified from
AOCI into net income                      $         25          $        541          $       0          $                0          $             0          $             0          $            0
Foreign exchange contracts:
Realized gains reclassified from
AOCI into net income(4)                              0                     0                 10                           0                        0                        0                      (1)
Net income recognized on cash flow
hedges                                    $         25          $        541          $      10          $                0          $             0          $             0          $           (1)




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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                              Year Ended December 31, 2019
                                                                                                                                                                                        Non-Interest
                                                                                                   Net Interest Income                                                                     Income
                                                                    Loans,
                                            Investment          Including Loans                           Interest-bearing           Securitized Debt            Senior and
(Dollars in millions)                       Securities           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
                                                                                                                                                                                        Non-Interest
                                                                                                   Net Interest Income                                                                     Income
                                                                    Loans,
                                            Investment          Including Loans                           Interest-bearing           Securitized Debt            Senior and
(Dollars in millions)                       Securities           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 $12 million, $171 million and $75 million
for the years ended December 31, 2020, 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 $57 million and $341 million for the years ended
December 31, 2020 and 2019, respectively, and a gain of $191 million for the
year ended December 31, 2018, 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.
In the next 12 months, we expect to reclassify to earnings net after-tax gains
of $652 million recorded in AOCI as of December 31, 2020. 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, 2020. 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.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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,
2020, 2019 and 2018. 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)                                                     2020               2019               2018
Gains (losses) recognized in other non-interest
income:
Customer accommodation:
Interest rate contracts                                               $      15          $      48          $      25
Commodity contracts                                                          32                 17                 16
Foreign exchange and other contracts                                          8                 13                  7
Total customer accommodation                                                 55                 78                 48
Other interest rate exposures                                                (8)               (16)                33
Other contracts                                                              (4)               (10)               (21)
Total                                                                 $      43          $      52          $      60









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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, 2020 and 2019.
Table 10.1: Preferred Stock Outstanding(1)

                                                                                                                                                                                                                                    Carrying Value
                                                                                                                                                                    Liquidation            Total Shares Outstanding                  (in millions)
                                                                                   Redeemable by Issuer        Per Annum Dividend            Dividend              Preference per                   as of                  December 31,        December 31,
     Series                   Description                  Issuance Date                Beginning                     Rate                   Frequency                 Share                  December 31, 2020                2020                2019
                                6.000%
Series B(2)                 Non-Cumulative                August 20, 2012           September 1, 2017                6.000%                  Quarterly           $         1,000                                   0       $        0          $      853

                                                                                                                                           Semi-Annually
                                                                                                                 5.550% through               through
                                                                                                                   5/31/2020;               5/31/2020;
                        Fixed-to-Floating Rate                                                                 3-mo. LIBOR + 380             Quarterly
Series E                    Non-Cumulative                 May 14, 2015                June 1, 2020              bps thereafter             thereafter                     1,000                 1,000,000                        988                 988
                                6.200%
Series F(3)                 Non-Cumulative                August 24, 2015            December 1, 2020                6.200                   Quarterly                     1,000                                   0                0                 484
                                5.200%
Series G                    Non-Cumulative                 July 29, 2016             December 1, 2021                5.200                   Quarterly                     1,000                   600,000                        583                 583
                                6.000%
Series H                    Non-Cumulative               November 29, 2016           December 1, 2021                6.000                   Quarterly                     1,000                   500,000                        483                 483
                                5.000%
Series I                    Non-Cumulative              September 11, 2019           December 1, 2024                5.000                   Quarterly                     1,000                 1,500,000                      1,462               1,462
                                4.800%
Series J                    Non-Cumulative               January 31, 2020              June 1, 2025                  4.800                   Quarterly                     1,000                 1,250,000                      1,209                   0
                                4.625%
Series K                    Non-Cumulative              September 17, 2020           December 1, 2025                4.625                   Quarterly                     1,000                   125,000                        122                   0
Total                                                                                                                                                                                                                      $    4,847          $    4,853


__________
(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 March 2, 2020, we redeemed all outstanding shares of our preferred stock
Series B.
(3)On December 1, 2020, we redeemed all outstanding shares of our preferred
stock Series F.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Income
AOCI 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 the CECL
standard and the changes in AOCI by component for the years ended December 31,
2020, 2019 and 2018.
Table 10.2: AOCI


                                                    Securities                                          Foreign Currency
                                                   Available for                Hedging                    Translation              Securities Held
(Dollars in millions)                                  Sale                Relationships(1)              Adjustments(2)               to Maturity            Other           Total
AOCI as of December 31, 2017                     $           17          $             (281)         $               (138)         $         (524)         $    0          $  (926)
Cumulative effects from adoption of new                       3                         (63)                            0                    (113)            (28)            (201)
accounting standards
Transfer of securities held to maturity to                 (325)                          0                             0                     407               0               82
available for sale(3)
Other comprehensive income (loss) before                   (293)                         38                           (39)                      0              (8)            (302)

reclassifications


Amounts reclassified from AOCI into                         159                        (112)                            0                      40              (3)              84

earnings


Other comprehensive income (loss), net of                  (459)                        (74)                          (39)                    447             (11)            (136)
tax
AOCI as of December 31, 2018                               (439)                       (418)                         (177)                   (190)            (39)          (1,263)
Other comprehensive income before                           670                         414                            70                       0              17            1,171

reclassifications


Amounts reclassified from AOCI into                         (20)                        358                             0                      26              (4)             360

earnings


Other comprehensive income, net of tax                      650                         772                            70                      26              13            1,531
Transfer of securities held to maturity to                     724                           0                             0                     164               0              888
available for sale, net of tax(4)
AOCI as of December 31, 2019                                935                         354                          (107)                      0             (26)           1,156
Cumulative effects from the adoption of                      (8)                          0                             0                       0               0               (8)
the CECL standard
Other comprehensive income before                         1,278                       1,401                            76                       0               5            2,760

reclassifications


Amounts reclassified from AOCI into                         (19)                       (393)                            0                       0              (2)            (414)

earnings


Other comprehensive income, net of tax                    1,259                       1,008                            76                       0               3            2,346

AOCI as of December 31, 2020                     $        2,186          $            1,362          $                (31)         $            0          $  (23)         $ 3,494


__________
(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 $65 million, loss of $49 million and
gain of $150 million for the years ended December 31, 2020, 2019 and 2018
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, 2020,
2019 and 2018.
Table 10.3: Reclassifications from AOCI
(Dollars in millions)                                                                                       Year Ended December 31,
        AOCI Components                        Affected Income Statement Line Item                                2020             2019             2018

Securities available for sale:


                                      Non-interest income                                                      $    25          $    26          $  (209)
                                      Income tax provision                                                           6                6              (50)
                                      Net income                                                                    19               20             (159)
Hedging relationships:
Interest rate contracts:              Interest income                                                              566             (171)             (91)
Foreign exchange contracts:           Interest income                                                               10               44               47
                                      Interest expense                                                              (3)              (2)               0
                                      Non-interest income                                                          (57)            (341)             191
                                      Income from continuing operations before income taxes                        516             (470)             147
                                      Income tax provision                                                         123             (112)              35
                                      Net income                                                                   393             (358)             112

Securities held to maturity:(1)


                                      Interest income                                                                0              (35)             (53)
                                      Income tax provision                                                           0               (9)             (13)
                                      Net income                                                                     0              (26)             (40)
Other:
                                      Non-interest income and non-interest expense                                   2                5                4
                                      Income tax provision                                                           0                1                1
                                      Net income                                                                     2                4                3
Total reclassifications                                                                                        $   414          $  (360)         $   (84)


__________

(1)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, 2020, 2019 and 2018. Table 10.4: Other Comprehensive Income (Loss)




                                                                                                           Year Ended December 31,
                                                               2020                                                  2019                                                 2018
                                            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 (loss) on            $ 1,659          $      400          $ 1,259          $   855          $      205          $   650          $ (605)         $     (146)         $ (459)
securities available for sale
Net unrealized gains (loss) on              1,329                 321            1,008               1,016                 244              772          (98)                (24)            (74)
hedging relationships
Foreign currency translation                   56                 (20)              76                  54              (16)                 70            9                  48             (39)

adjustments(1)


Net changes in securities held to               0                   0                0                  36                  10               26             588                 141             447
maturity
Other                                           4                   1                3               17                   4               13             (15)                 (4)            (11)

Other comprehensive income (loss) $ 3,048 $ 702


   $ 2,346          $ 1,978          $      447          $ 1,531          $ (121)         $       15          $ (136)


__________

(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 ("OCC") and Federal Deposit Insurance Corporation (collectively,
the "Federal Banking Agencies"), including rules of the Federal Reserve and the
OCC "Basel III Capital Rules" to implement certain capital liquidity
requirements published by the Basel Committee on Banking Supervision, along with
certain Dodd-Frank Act and other provisions. 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.
In July 2019, the Federal Banking Agencies finalized certain changes to the
Basel III Capital Rules for institutions not subject to the Basel III Advanced
Approaches ("Capital Simplification Rule"). These changes, effective January 1,
2020, generally raised the threshold above which a covered institution such as
the Company must deduct certain assets from its common equity Tier 1 capital,
including certain deferred tax assets, mortgage servicing assets, and
investments in unconsolidated financial institutions.
In October 2019, the Federal Banking Agencies amended the Basel III Capital
Rules to provide for tailored application of certain capital requirements across
different categories of banking institutions ("Tailoring Rules"). As a 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 and have the option of
excluding certain elements of AOCI from our regulatory capital. Effective in the
first quarter of 2020, we excluded certain elements of AOCI from our regulatory
capital as permitted by the Tailoring Rules. The Tailoring Rules and Capital
Simplification Rule have, taken together, decreased our capital requirements.
As part of their response to the COVID-19 pandemic, the Federal Banking Agencies
adopted the 2020 CECL Transition Rule which provides banking institutions an
optional five-year transition period to phase in the impact of the CECL standard
on their regulatory capital.
Pursuant to the 2020 CECL Transition Rule, a banking institution may elect to
delay the estimated impact of adopting CECL on its regulatory capital through
December 31, 2021 and then phase in the estimated cumulative impact from January
1, 2022 through December 31, 2024. For the "day 2" ongoing impact of CECL during
the initial two years, the Federal Banking Agencies use a uniform "scaling
factor" of 25% as an approximation of the increase in the allowance under the
CECL standard compared to the prior incurred loss methodology. Accordingly, from
January 1, 2020 through December 31, 2021, electing banking institutions are
permitted to add back to their regulatory capital an amount equal to the sum of
the after-tax "day 1" CECL adoption impact and 25% of the increase in the
allowance since the adoption of the CECL standard. Beginning January 1, 2022
through December 31, 2024, the after-tax "day 1" CECL adoption impact and the
cumulative "day 2" ongoing impact will be phased in to regulatory capital at 25%
per year. The following table summarizes the capital impact delay and phase in
period on our regulatory capital from years 2020 to 2025.
                                            Capital Impact Delayed                                                           Phase In Period
                                        2020                     2021                      2022                      2023                      2024                      2025
"Day 1" CECL adoption                   Capital impact delayed to 2022
impact                                                                                 25% Phased In             50% Phased In             75% Phased In            Fully Phased In
Cumulative "day 2" ongoing         25% scaling factor as an approximation of
impact                               the increase in allowance under CECL


We adopted the CECL standard (for accounting purposes) as of January 1, 2020,
and made the 2020 CECL Transition Election (for regulatory capital purposes) in
the first quarter of 2020. Therefore, the applicable amounts presented in this
Report reflect such election.
Under the Basel III Capital Rules, 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 at least 3.0%.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For additional information about the capital adequacy guidelines we are subject
to, see "Part I -Item 1. Business-Supervision and Regulation."
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,
2020 and 2019.
Table 11.1: Capital Ratios Under Basel III(1)
                                                                           December 31, 2020                                                                             December 31, 2019
                                                                                           Minimum                                                                                       Minimum
                                                                       Capital             Capital                 Well-                                             Capital             Capital                 Well-
(Dollars in millions)                      Capital Amount               Ratio              Adequacy             Capitalized              Capital Amount               Ratio              Adequacy             Capitalized
Capital One Financial Corp:
Common equity Tier 1 capital(2)         $      40,736                     13.7  %               4.5  %                      N/A       $      38,162                     12.2  %               4.5  %                      N/A
Tier 1 capital(3)                              45,583                     15.3                  6.0                      6.0  %              43,015                     13.7                  6.0                      6.0  %
Total capital(4)                               52,788                     17.7                  8.0                     10.0                 50,348                     16.1                  8.0                     10.0
Tier 1 leverage(5)                             45,583                     11.2                  4.0                         N/A              43,015                     11.7                  4.0                         N/A
Supplementary leverage(6)                      45,583                     10.7                  3.0                         N/A              43,015                      9.9                  3.0                         N/A
COBNA:
Common equity Tier 1 capital(2)                19,924                     21.5                  4.5                      6.5                 17,883                     16.1                  4.5                      6.5
Tier 1 capital(3)                              19,924                     21.5                  6.0                      8.0                 17,883                     16.1                  6.0                      8.0
Total capital(4)                               21,708                     23.4                  8.0                     10.0                 20,109                     18.1                  8.0                     10.0
Tier 1 leverage(5)                             19,924                     18.3                  4.0                      5.0                 17,883                     14.8                  4.0                      5.0
Supplementary leverage(6)                      19,924                     14.7                  3.0                         N/A              17,883                     12.1                  3.0                         N/A
CONA:
Common equity Tier 1 capital(2)                26,671                     12.4                  4.5                      6.5                 28,445                     13.4                  4.5                      6.5
Tier 1 capital(3)                              26,671                     12.4                  6.0                      8.0                 28,445                     13.4                  6.0                      8.0
Total capital(4)                               29,369                     13.7                  8.0                     10.0                 30,852                     14.5                  8.0                     10.0
Tier 1 leverage(5)                             26,671                      7.6                  4.0                      5.0                 28,445                      9.2                  4.0                      5.0
Supplementary leverage(6)                      26,671                      6.9                  3.0                         N/A              28,445                      8.2                  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, 2020 and 2019.
Regulatory restrictions exist that limit the ability of the Banks to transfer
funds to our BHC. As of December 31, 2020, funds available for dividend payments
from COBNA and CONA were $4.0 billion and $1.8 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 reserve requirement the Federal Reserve requires depository institutions to
maintain against specified deposit liabilities was $1.7 billion for us as of
December 31, 2019, before being reduced to zero for all depository institutions
in March 2020.
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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 application of the "two-class" method as described in
"Note 1-Summary of Significant Accounting Policies."
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)                             2020             2019             2018
Income from continuing operations, net of tax                                    $ 2,717          $ 5,533          $ 6,025
Income (loss) from discontinued operations, net of tax                                (3)              13              (10)
Net income                                                                         2,714            5,546            6,015
Dividends and undistributed earnings allocated to                                    (20)             (41)             (40)
participating securities
Preferred stock dividends                                                           (280)            (282)            (265)
Issuance cost for redeemed preferred stock                                           (39)             (31)               0
Net income available to common stockholders                                 

$ 2,375 $ 5,192 $ 5,710



Total weighted-average basic common shares outstanding                             457.8            467.6            479.9
Effect of dilutive securities:
Stock options                                                                        0.6              1.3              1.6
Other contingently issuable shares                                                   0.5              1.0              1.1
Warrants(1)                                                                          0.0              0.0              0.5
Total effect of dilutive securities                                                  1.1              2.3              3.2
Total weighted-average diluted common shares outstanding                           458.9            469.9            483.1
Basic earnings per common share:
Net income from continuing operations                                            $  5.20          $ 11.07          $ 11.92
Income (loss) from discontinued operations                                         (0.01)            0.03            (0.02)
Net income per basic common share                                                $  5.19          $ 11.10          $ 11.90
Diluted earnings per common share:(2)
Net income from continuing operations                                            $  5.19          $ 11.02          $ 11.84
Income (loss) from discontinued operations                                         (0.01)            0.03            (0.02)
Net income per diluted common share                                         

$ 5.18 $ 11.05 $ 11.82

__________


(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 awards of 6
thousand and options of 523 thousand with an exercise price ranging from $63.73
to $86.34, 69 thousand shares related to options with an exercise price of
$86.34 and 56 thousand shares related to options with an exercise price of
$86.34 for the years ended December 31, 2020, 2019 and 2018, 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, 2020, 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 7 million shares remain available for future issuance
as of December 31, 2020. 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 2020, 2019 and
2018 resulted in cash payments to associates of $12 million, $15 million and $39
million, respectively. There was no unrecognized compensation cost for unvested
cash-settled units as of December 31, 2020.
Total stock-based compensation expense recognized during 2020, 2019 and 2018 was
$203 million, $239 million and $170 million, respectively. The total income tax
benefit for stock-based compensation recognized during 2020, 2019 and 2018 was
$43 million, $50 million and $34 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. Related to the Purchase Plan, we recognized compensation expense
of $30 million, $25 million and $23 million for 2020, 2019 and 2018,
respectively. 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 2020 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, 2020                                     3,670          $           84.74              1,775          $           89.95
Granted(2)                                                         1,800                      92.04                988                     100.04
Vested                                                            (1,472)                     89.39               (855)                     88.19
Forfeited                                                           (165)                     90.98               (147)                     93.76
Unvested as of December 31, 2020                                   3,833          $           86.14              1,761          $           96.15


_________


(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 $83.29 and $100.73 in
2019 and 2018, respectively. The weighted-average grant date fair value of PSUs
was $78.18 and $100.65 in 2019 and 2018, respectively.
The total fair value of RSUs that vested during 2020, 2019 and 2018 was $140
million, $122 million and $139 million, respectively. The total fair value of
PSUs that vested was $82 million in both 2020 and 2019 and $92 million in 2018.
As of December 31, 2020, the unrecognized compensation expense related to
unvested RSUs is $166 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 $34 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 2020 activity for stock options and
the balance of stock options exercisable as of December 31, 2020.
Table 13.2: Summary of Stock Options Activity
                                                                                                   Weighted-
                                                                              Weighted-             Average
                                                          Shares               Average             Remaining             Aggregate
(Shares in thousands, and intrinsic value in            Subject to            Exercise            Contractual            Intrinsic
millions)                                                Options                Price                 Term                 Value
Outstanding as of January 1, 2020                         3,185             $    55.54
Granted                                                       0                   0.00
Exercised                                                (1,392)                 44.76
Forfeited                                                     0                   0.00
Expired                                                       0                   0.00
Outstanding and Exercisable as of December 31,            1,793             $    63.91                3.27 years       $       63

2020




There were no stock options granted in 2020, 2019 and 2018. The total intrinsic
value of stock options exercised during 2020, 2019 and 2018 was $65 million, $10
million and $94 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 $350 million, $316 million and $291 million to these
plans during the years ended December 31, 2020, 2019 and 2018, 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)                                              2020                2019                  2020                  2019
Change in benefit obligation:
Accumulated benefit obligation as of January 1,              $     165               $ 157          $       27                   $  29
Service cost                                                         1                   1                   0                       0
Interest cost                                                        5                   6                   1                          1
Benefits paid                                                      (11)                (13)                 (2)                     (2)
Actuarial loss (gain)                                               18                  14                  (5)                     (1)
Accumulated benefit obligation as of December 31,            $     178               $ 165          $       21                   $  27
Change in plan assets:
Fair value of plan assets as of January 1,                   $     254               $ 218          $        6                   $   6
Actual return on plan assets                                        30                  48                   1                       1
Employer contributions                                               1                   1                   1                       1
Benefits paid                                                      (11)                (13)                 (2)                     (2)
Fair value of plan assets as of December 31,                 $     274               $ 254          $        6                   $   6
Over (under) funded status as of December 31,                $      96               $  89          $      (15)                  $ (21)



                                                                     Defined Pension                        Other Postretirement
                                                                         Benefits                                 Benefits
(Dollars in millions)                                              2020                2019                  2020                  2019
Balance sheet presentation as of December 31,
Other assets                                                 $     108               $ 100          $        0                   $   0
Other liabilities                                                  (12)                (11)                (15)                    (21)
Net amount recognized as of December 31,                     $      96               $  89          $      (15)                  $ (21)



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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 $8 million, $10 million and $12 million in
2020, 2019 and 2018, respectively. We recognized a pre-tax gain of $4 million
and $18 million in other comprehensive income for our defined benefit pension
plans and other postretirement benefit plan in 2020 and 2019, 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 $40
million and $41 million for our defined benefit pension plans as of December 31,
2020 and 2019, respectively, and net actuarial gain of $6 million and $4 million
for our other postretirement benefit plan as of December 31, 2020 and 2019,
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 daily basis.
As of December 31, 2020 and 2019, our plan assets totaled $280 million and $260
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,
2020 and 2019. 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, 2020, the benefits expected to be paid in the next ten years
totaled $110 million for our defined pension benefit plans and $14 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.
The following table presents significant components of the provision for income
taxes attributable to continuing operations for the years ended December 31,
2020, 2019 and 2018.
Table 15.1: Significant Components of the Provision for Income Taxes
Attributable to Continuing Operations
                                                     Year Ended December 

31,


(Dollars in millions)                            2020          2019         

2018


Current income tax provision:
Federal taxes                                 $   1,676      $ 1,207      $   210
State taxes                                         370          301          234
International taxes                                  67          129          135
Total current provision                       $   2,113      $ 1,637      $   579
Deferred income tax provision (benefit):
Federal taxes                                 $  (1,357)     $  (222)     $   620
State taxes                                        (266)         (45)         115
International taxes                                  (4)         (29)         (21)
Total deferred provision (benefit)               (1,627)        (296)         714
Total income tax provision                    $     486      $ 1,341      $ 1,293


The international income tax provision is related to pre-tax earnings from
foreign operations of approximately $293 million, $215 million and $382 million
in 2020, 2019 and 2018, respectively.
Total income tax provision does not reflect the tax effects of items that are
included in AOCI, which include tax provisions of $702 million, $727 million and
$15 million in 2020, 2019 and 2018, respectively. 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, 2020, 2019 and 2018. Table 15.2: Effective Income Tax Rate


                                                                                          Year Ended December 31,
                                                                                2020                2019               2018
Income tax at U.S. federal statutory tax rate                                     21.0  %            21.0  %            21.0  %
State taxes, net of federal benefit                                                3.5                3.1                3.2
Non-deductible expenses                                                            3.2                1.6                2.2
Affordable housing, new markets and other tax credits                            (11.4)              (5.2)              (4.0)
Tax-exempt interest and other nontaxable income                                   (1.7)              (0.8)              (0.7)
IRS method changes                                                                 0.0                0.0               (3.9)
Changes in valuation allowance                                                     2.3               (0.3)               0.3
Other, net                                                                        (1.7)               0.1               (0.4)
Effective income tax rate                                                         15.2  %            19.5  %            17.7  %


The following table presents significant components of our deferred tax assets
and liabilities as of December 31, 2020 and 2019. The valuation allowance below
represents the adjustment of our foreign tax credit carryforward, 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
                                                                             December 31,        December 31,
(Dollars in millions)                                                            2020                2019
Deferred tax assets:
Allowance for credit losses                                                  $    3,649          $    1,729
Rewards programs                                                                    711                 579
Lease liabilities                                                                   396                 407
Net operating loss and tax credit carryforwards                                     314                 284
Compensation and employee benefits                                                  306                 301
Partnership investments                                                             237                 202
Unearned income                                                                     117                  95
Goodwill and intangibles                                                            116                 161

Fixed assets and leases                                                              42                   0
Other assets                                                                        143                 142
Subtotal                                                                          6,031               3,900
Valuation allowance                                                                (296)               (223)
Total deferred tax assets                                                         5,735               3,677
Deferred tax liabilities:
Security and loan valuations(1)                                                     805                 234
Original issue discount                                                             481                 600
Net unrealized gains on derivatives                                                 387                  93
Right-of-use assets                                                                 342                 393
Partnership investments                                                             142                 147
Mortgage servicing rights                                                            73                  55
Loan fees and expenses                                                               36                 100
Fixed assets and leases                                                               0                 189
Other liabilities                                                                   143                 146
Total deferred tax liabilities                                                    2,409               1,957
Net deferred tax assets                                                      $    3,326          $    1,720


_________

(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.


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our gross federal net operating loss carryforwards were $36 million and $31
million as of December 31, 2020 and 2019, respectively. These operating loss
carryforwards were attributable to acquisitions and will expire from 2028 to
2037, though $26 million has no 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 $250 million and $237 million as of
December 31, 2020 and 2019, respectively, and they will expire from 2021 to
2040. Our foreign tax credit carryforward was $56 million and $40 million as of
December 31, 2020 and 2019, respectively. This carryforward will begin expiring
in 2028.
Our valuation allowance increased by $73 million to $296 million as of December
31, 2020 compared to $223 million as of December 31, 2019. Of the total
increase, $56 million is due to the determination that our foreign tax credit
carryforwards will not be fully realized prior to expiration. The remaining
increase relates to current year increments for state net operating loss and
interest carryforwards.
We recognize accrued interest and penalties related to income taxes as a
component of income tax expense. We recognized $16 million, $4 million and $6
million of such expense in 2020, 2019 and 2018, respectively.
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, 2018                                 $          86          $         29          $         115
Additions for tax positions related to the current year                  28                     0                     28
Additions for tax positions related to prior years                      402                    25                    427
Reductions for tax positions related to prior years due                 (76)                  (19)                   (95)
to IRS and other settlements
Balance as of December 31, 2018                                         440                    35                    475
Additions for tax positions related to the current year                  23                    17                     40
Additions for tax positions related to prior years                       12                     4                     16
Reductions for tax positions related to prior years due                 (44)                  (25)                   (69)
to IRS and other settlements
Balance as of December 31, 2019                                         431                    31                    462
Additions for tax positions related to the current year                  33                     0                     33
Additions for tax positions related to prior years                        3                    21                     24
Reductions for tax positions related to prior years due                 (16)                   (6)                   (22)
to IRS and other settlements
Balance as of December 31, 2020                               $         451          $         46          $         497
Portion of balance at December 31, 2020 that, if
recognized, would impact the effective income tax rate        $         153 

$ 35 $ 188




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 2020, we continued to participate in the IRS
Compliance Assurance Process ("CAP") for our 2018, 2019 and 2020 federal income
tax return years, and have been accepted into CAP for 2021. During 2020, the IRS
review of our 2017 federal income tax return was completed, with one issue
remaining open. This issue is now pending at the IRS Independent Office of
Appeals, with a resolution expected during 2021. The IRS review of our 2018 and
2019 federal income tax returns is also substantially completed and these years
are also expected to be closed in 2021. We expect that the IRS review of our
2020 federal income tax return will be substantially completed prior to its
filing in 2021.
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.
As of December 31, 2020, the company has approximately $1.6 billion of
unremitted earnings of subsidiaries operating outside the U.S. that upon
repatriation would have no additional U.S. income taxes. In accordance with the
guidance for accounting 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 have made distributions and expect to make
distributions in the future.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020, 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:
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 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
We measure the fair value of our U.S. Treasury securities using quoted prices in
active markets. For the majority of securities in other investment categories,
we utilize multiple vendor pricing services to obtain fair value measurements.
We use a waterfall of pricing vendors determined using our annual assessment of
pricing service performance. 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 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,
foreign currency and commodity risk exposures. When quoted market prices are
available and used to value our exchange-traded derivatives, we classify them as
Level 1. However, the majority of our derivatives do not have readily available
quoted market prices. Therefore, we value most of our derivatives using
vendor-based models. We primarily rely on market observable inputs for these
models, including, for example, 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. We
consider the impact of credit risk valuation adjustments 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
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2020 and 2019.
Table 16.1: Assets and Liabilities Measured at Fair Value on a Recurring Basis
                                                                                               December 31, 2020
                                                                  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                            $      9,318                 $      0          $      0                         -          $   9,318
RMBS                                                           0                   76,375               328                         -             76,703
CMBS                                                           0                   11,624               111                         -             11,735
Other securities                                             142                    2,547                 0                         -              2,689
Total securities available for sale                        9,460                   90,546               439                         -            100,445
Loans held for sale                                            0                      596                 0                         -                596
Other assets:
Derivative assets(2)                                         268                    3,006               141          $         (1,148)             2,267
Other(3)                                                     430                      552                55                         -              1,037
Total assets                                        $     10,158                 $ 94,700          $    635          $         (1,148)         $ 104,345
Liabilities:
Other liabilities:
Derivative liabilities(2)                           $        271                 $  1,137          $    110          $           (739)         $     779
Total liabilities                                   $        271                 $  1,137          $    110          $           (739)         $     779


                                                                                              December 31, 2019
                                                                  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                            $     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


__________
(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 $31 million and $12 million recognized as a net valuation
allowance on derivative assets and liabilities for non-performance risk as of
December 31, 2020 and 2019, respectively. Non-performance risk is included in
derivative assets and liabilities, which are part of other assets and other
liabilities on the consolidated balance sheets, and is offset through
non-interest income in the consolidated statements of income.
(3)As of December 31, 2020 and 2019, other includes retained interests in
securitizations of $55 million and $66 million, deferred compensation plan
assets of $414 million and $343 million, and equity securities of $568 million
(including unrealized gains of $535 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, 2020, 2019 and
2018. 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, 2020

                                                           Total Gains (Losses) (Realized/Unrealized)                                                                                                                                                        Net Unrealized Gains
                                                                                                                                                                                                                                                             (Losses) Included in
                                                                                                                                                                                                                                                             Net Income Related to
                                                                                                                                                                                                                                                                  Assets and
                                     Balance,                   Included                                                                                                                       Transfers           Transfers                                      Liabilities
                                    January 1,                   in Net                                                                                                                          Into               Out of           Balance, December         Still Held as of
(Dollars in millions)                  2020                    Income(1)                 Included in OCI          Purchases           Sales          Issuances           Settlements            Level 3             Level 3              31, 2020            December 31, 2020(1)
Securities available for
sale:(2)(4)
RMBS                               $      433          $         22                     $           (19)         $       0          $    0          $       0          $        (72)         $      206          $     (242)         $          328          $               16
CMBS                                       13                    (3)                                 (9)                 0               0                  0                   (32)                371                (229)                    111                           0

Total securities available
for sale                                  446                    19                                 (28)                 0               0                  0                  (104)                577                (471)                    439                          16
Other assets:

Retained interests in
securitizations                            66                   (11)                                  0                  0               0                  0                     0                   0                   0                      55                         (11)
Net derivative assets
(liabilities)(3)                           26                    10                                   0                  0               0                 43                   (37)                  0                 (11)                     31                          10



                                                                                                                                 Fair Value

Measurements Using Significant Unobservable Inputs (Level 3)


                                                                                                                                                      Year Ended December 31, 2019
                                                                                                                                                                                                                                                                         Net Unrealized Gains
                                                                               Total Gains (Losses)                                                                                                                                                                      (Losses) Included in
                                                                               (Realized/Unrealized)                                                                                                                                                                    Net Income Related to
                                             Balance,                    Included                                                                                                                        Transfers           Transfers                                  Assets and Liabilities
                                            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



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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, 2018


                                                                           Total Gains (Losses)                                                                                                                                                                 Net Unrealized Gains
                                                                          (Realized/Unrealized)                                                                                                                                                                 (Losses) Included in
                                                                                                                                                                                                                                                                Net Income Related to
                                                                                                                                                                                                                                                                     Assets and
                                            Balance,                   Included                                                                                                                  Transfers           Transfers                                       Liabilities
                                           January 1,                   in Net                  Included in                                                                                        Into               Out of           Balance, December          Still Held as of
(Dollars in millions)                         2018                    Income(1)                     OCI             Purchases           Sales          Issuances           Settlements            Level 3             Level 3               31, 2018            December 31, 2018(1)
Securities available for sale:(2)
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)


__________
(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, 2020 were $21
million. 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. Net unrealized losses included in other comprehensive income related to
Level 3 securities available for sale still held as of December 31, 2018 were
$17 million.
(3)Includes derivative assets and liabilities of $141 million and $110 million,
respectively, as of December 31, 2020, $77 million and $51 million,
respectively, as of December 31, 2019 and $38 million and $48 million,
respectively, as of December 31, 2018.
(4)The fair value of RMBS as of January 1, 2020 includes a cumulative adjustment
of $4 million from the adoption of the CECL standard.
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
                                           December 31,                 Valuation                             Unobservable                                                 Weighted
(Dollars in millions)                          2020                     Techniques                               Inputs                              Range                Average(1)
Securities available for sale:
RMBS                                     $         328          Discounted cash flows            Yield                                         2-12%                   3%
                                                                (vendor pricing)                 Voluntary prepayment rate                     8-15%                   10%
                                                                                                 Default rate                                  0-11%                   2%
                                                                                                 Loss severity                                 30-100%                 73%
CMBS                                               111          Discounted cash flows            Yield                                         1-3%                    2%
                                                                (vendor pricing)
Other assets:
Retained interests in                               55          Discounted cash flows            Life of receivables (months)                  37-52
securitizations(2)                                                                               Voluntary prepayment rate                     3-13%
                                                                                                 Discount rate                                 2-12%                   N/A
                                                                                                 Default rate                                  3-3%
                                                                                                 Loss severity                                 55-70%
Net derivative assets                               31          Discounted cash flows            Swap rates                                    1%                      1%
(liabilities)


                                                                           

Quantitative Information about Level 3 Fair Value Measurements


                                          Fair Value at                Significant                            Significant
                                           December 31,                 Valuation                            Unobservable                                                Weighted
(Dollars in millions)                          2019                    Techniques                               Inputs                             Range                Average(1)
Securities available for sale:
RMBS                                     $         429          Discounted cash flows           Yield                                         2-18%                  5%
                                                                (vendor pricing)                Voluntary prepayment rate                     0-18%                  10%
                                                                                                Default rate                                  1-6%                   2%
                                                                                                Loss severity                                 30-95%                 67%
CMBS                                                13          Discounted cash flows           Yield                                         2-3%                   2%
                                                                (vendor pricing)
Other assets:
Retained interests in                               66          Discounted cash flows           Life of receivables (months)                  35-51
securitizations(2)                                                                              Voluntary prepayment rate                     4-14%
                                                                                                Discount rate                                 3-10%                  N/A
                                                                                                Default rate                                  2-3%
                                                                                                Loss severity                                 74-88%
Net derivative assets                               26          Discounted cash flows           Swap rates                                    2%                     2%
(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 the 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, 2020 and 2019,
and for which a nonrecurring fair value measurement was recorded during the year
then ended.
Table 16.4: Nonrecurring Fair Value Measurements
                                                      December 31, 2020
                                          Estimated Fair Value Hierarchy
(Dollars in millions)                  Level 2                             Level 3       Total
Loans held for investment      $          0                               $    305      $ 305

Other assets(1)                           0                                    175        175
Total                          $          0                               $    480      $ 480


                                                      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


__________
(1)As of December 31, 2020, other assets included equity investments accounted
for under the measurement alternative of $25 million, repossessed assets of $42
million and long-lived assets held for sale of $108 million. 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.
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 89%, with a weighted average of 14%, and
from 0% to 50%, with a weighted average of 6%, as of December 31, 2020 and 2019,
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, 2020 and 2019.
Table 16.5: Nonrecurring Fair Value Measurements Included in Earnings
                                     Total Gains (Losses)
                                    Year Ended December 31,
(Dollars in millions)                  2020               2019
Loans held for investment      $      198               $ (268)

Other assets(1)                       (85)                 (76)
Total                          $      113               $ (344)


__________
(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.
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, 2020 and 2019.
Table 16.6: Fair Value of Financial Instruments
                                                                                             December 31, 2020
                                                          Carrying           Estimated                    Estimated Fair Value Hierarchy
(Dollars in millions)                                       Value            Fair Value             Level 1             Level 2           Level 3
Financial assets:
Cash and cash equivalents                                $ 40,509          

$ 40,509 $ 4,708 $ 35,801 $ 0 Restricted cash for securitization investors

                  262                  262                   262                 0                 0

Net loans held for investment                             236,060              244,701                     0                 0           244,701
Loans held for sale                                         2,114                2,214                     0             2,214                 0
Interest receivable                                         1,471                1,471                     0             1,471                 0
Other investments(1)                                        1,341                1,341                     0             1,341                 0
Financial liabilities:
Deposits with defined maturities                           32,746               33,111                     0            33,111                 0
Securitized debt obligations                               12,414               12,584                     0            12,584                 0
Senior and subordinated notes                              27,382               28,282                     0            28,282                 0
Federal funds purchased and securities loaned or              668                  668                     0               668                 0

sold under agreements to repurchase



Interest payable                                              352                  352                     0               352                 0


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                                   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               314                  314                      0              314                 0
under agreements to repurchase
Other borrowings(2)                                               7,000                7,001                      0            7,001                 0
Interest payable                                                    439                  439                      0              439                 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 or managed as a part
of 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, 2020, 2019 and 2018, selected balance sheet data as of December 31,
2020, 2019 and 2018, and a reconciliation of our total business segment results
to our reported consolidated income from continuing operations, loans held for
investment and deposits.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 17.1: Segment Results and Reconciliation

Year Ended December 31, 2020


                                                                       Consumer           Commercial
(Dollars in millions)                            Credit Card           Banking            Banking(1)            Other(1)          Consolidated Total
Net interest income (loss)                     $     13,776          $   7,238          $      2,048          $    (149)         $           22,913
Non-interest income                                   3,823                466                   923                398                       5,610
Total net revenue(2)                                 17,599              7,704                 2,971                249                      28,523
Provision for credit losses                           7,327              1,753                 1,181                  3                      10,264
Non-interest expense                                  8,491              4,159                 1,706                700                      15,056
Income (loss) from continuing operations              1,781              1,792                    84               (454)                      3,203
before income taxes
Income tax provision (benefit)                          420                425                    19               (378)                        486
Income (loss) from continuing                  $      1,361          $   1,367          $         65          $     (76)         $            2,717
operations, net of tax
Loans held for investment                      $    106,956          $  68,888          $     75,780          $       0          $          251,624
Deposits                                                  0            249,815                39,590             16,037                     305,442


                                                                           

Year Ended December 31, 2019


                                                                       Consumer           Commercial
(Dollars in millions)                            Credit Card           Banking            Banking(1)            Other(1)          Consolidated 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              4,086              2,346                   809               (367)                      6,874
before income taxes
Income tax provision (benefit)                          959                547                   188               (353)                      1,341
Income (loss) from continuing                  $      3,127          $   1,799          $        621          $     (14)         $            5,533
operations, net of tax
Loans held for investment                      $    128,236          $  63,065          $     74,508          $       0          $          265,809
Deposits                                                  0            213,099                32,134             17,464                     262,697


                                                                                       Year Ended December 31, 2018
                                                                       Consumer             Commercial
(Dollars in millions)                            Credit Card           Banking            Banking(1)(3)            Other(1)(3)          Consolidated 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              4,161              2,347                    1,051                  (241)                      

7,318


before income taxes
Income tax provision (benefit)                          970                547                      245                  (469)                      

1,293

Income from continuing operations, net $ 3,191 $ 1,800 $

           806          $        228          $            

6,025


of tax
Loans held for investment                      $    116,361          $  59,205          $        70,333          $          0          $          245,899
Deposits                                                  0            198,607                   29,480                21,677                     249,764


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________


(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% for all periods presented) and state taxes where applicable, with
offsetting reductions to the Other category.
(2)Total net revenue was reduced by $1.1 billion for the year ended December 31,
2020, for finance charges and fees charged off as uncollectible.
(3)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.
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, 2020, 2019 and 2018.
Table 17.2: Revenue from Contracts with Customers and Reconciliation to Segment
Results


                                                                                          Year Ended December 31, 2020
                                                                            Consumer             Commercial
(Dollars in millions)                                Credit Card            Banking              Banking(1)            Other(1)           Consolidated Total
Contract revenue:
Interchange fees, net(2)                           $      2,747          $       209          $          63          $      (2)         $             3,017
Service charges and other customer-related                    0                  188                    175                 (1)                         362
fees
Other                                                       315                   39                      4                  0                          358
Total contract revenue                                    3,062                  436                    242                 (3)                       3,737
Revenue from other sources                                  761                   30                    681                401                        1,873
Total non-interest income                          $      3,823          $       466          $         923          $     398          $             5,610



                                                                                          Year Ended December 31, 2019
                                                                            Consumer             Commercial
(Dollars in millions)                                Credit Card            Banking              Banking(1)            Other(1)           Consolidated Total
Contract revenue:
Interchange fees, net(2)                           $      2,925          $       205          $          55          $      (6)         $             3,179
Service charges and other customer-related                    0                  298                    120                 (1)                         417
fees
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



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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                          Year Ended December 31, 2018
                                                                            Consumer             Commercial
(Dollars in millions)                                Credit Card            Banking              Banking(1)            Other(1)           Consolidated Total
Contract revenue:
Interchange fees, net(2)                           $      2,609          $       185          $          33          $      (4)         $             2,823
Service charges and other customer-related                    0                  367                    123                 (1)                         489
fees
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% for all periods presented) and state taxes where applicable, with
offsetting reductions to the Other category.
(2)Interchange fees are presented net of customer reward expenses of $4.9
billion for the years ended December 31, 2020 and 2019 and $4.4 billion for the
year ended December 31, 2018.
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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, 2020 and 2019. 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,
(Dollars in millions)                                      2020                2019             December 31, 2020              2019
Credit card lines                                      $  349,594          $  363,446                           N/A                  N/A
Other loan commitments(1)                                  35,836              36,454          $        144               $       110
Standby letters of credit and commercial letters            1,302               1,574                    32                        27
of credit(2)
Total unfunded lending commitments                     $  386,732          $  401,474          $        176               $       137


__________


(1)Includes $1.8 billion and $1.6 billion of advised lines of credit as of
December 31, 2020 and 2019, respectively.
(2)These financial guarantees have expiration dates ranging from 2021 to 2023 as
of December 31, 2020.
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. Beginning January
1, 2020, we elected the fair value option on new loss sharing agreements.
Unrealized gains and losses are recorded in other non-interest income in our
consolidated statements of income. For those loss sharing agreements entered
into as of and prior to December 31, 2019, we amortize the liability recorded at
inception into non-interest income as we are released from risk of payment under
the loss sharing agreement and record our estimate of expected credit losses
each period in provision for credit losses in our consolidated statements of
income. The liability recognized on our consolidated balance sheets for these
loss sharing agreements was $97 million and $75 million as of December 31, 2020
and 2019, respectively.
See "Note 4-Allowance for Credit 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.
COEP has now materially completed the handling of PPI complaints that were
received prior to the deadline set by the FCA. Escalations to the FOS (by
customers or their representatives) may still take place until the first quarter
of 2021. Throughout this time, the FCA will continue to supervise firms that
handle PPI complaints and the supporting processes, people and systems.
Our U.K. PPI reserve declined to an immaterial amount as of December 31, 2020
from $188 million as of December 31, 2019.
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, 2020 are approximately $200
million. 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 class have not been resolved,
but the settlement of $5.5 billion for the monetary damages class 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 a number
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
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
settlements for its member banks, and any settlements related to
MasterCard-allocated losses have either already been paid or are reflected in
our reserves.
Anti-Money Laundering
In October 2018, we paid a civil monetary penalty of $100 million to resolve the
monetary component of a July 2015 OCC consent order relating to our anti-money
laundering ("AML") program. The OCC lifted the AML consent order in November
2019.
In June 2019, the Department of Justice and the New York District Attorney's
Office closed their investigations into certain former check cashing clients of
the Commercial Banking business and our AML program. In January 2021, the
Financial Crimes Enforcement Network ("FinCEN") of the U.S. Department of
Treasury assessed a civil monetary penalty of $390 million to conclude its
investigation into AML compliance regarding certain former check cashing
clients. We paid $290 million from existing reserves to satisfy the assessment,
after receiving a credit for the related $100 million civil monetary penalty we
paid to the OCC in October 2018. The resolution with FinCEN concludes the last
government inquiry relating to the former check cashing line of business we
exited in 2014.
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.
Consumer class actions. We were named as a defendant in approximately 73
putative consumer class action cases (61 in U.S. federal courts and 12 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. The U.S. consumer class actions have been
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, where the remaining 29 consumer class actions are currently
pending. In the third quarter of 2020, the MDL court denied in part and granted
in part Capital One's motion to dismiss and permitted pretrial discovery to
continue.
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 regulators,
relevant Canadian 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.
In August 2020, we entered into consent orders with the Federal Reserve and the
OCC resulting from regulatory reviews of the Cybersecurity Incident and relating
to ongoing enhancements of our cybersecurity and operational risk management
processes. We paid an $80 million penalty to the U.S. Treasury as part of the
OCC agreement. The Federal Reserve agreement did not contain a monetary penalty.
Taxi Medallion Finance Investigations
Beginning in 2019, we have received subpoenas from the New York Attorney
General's office and from the U.S. Attorney's Office for the Southern District
of New York, Civil and Criminal Divisions, 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 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.
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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        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)                                                          2020              2019             2018
Interest income                                                            $     186          $   442          $   313
Interest expense                                                                 510              798              720
Dividends from subsidiaries                                                    3,003            3,276            2,750
Non-interest income (loss)                                                      (127)             (21)              19
Non-interest expense                                                              33               60               29

Income before income taxes and equity in undistributed earnings of

    2,519            2,839            2,333

subsidiaries


Income tax benefit                                                               (93)            (138)            (128)
Equity in undistributed earnings of subsidiaries                                 102            2,569            3,554
Net income                                                                     2,714            5,546            6,015
Other comprehensive income (loss), net of tax                                  2,346            1,531             (136)
Comprehensive income                                                       $   5,060          $ 7,077          $ 5,879


Table 19.2: Parent Company Balance Sheets
(Dollars in millions)                            December 31, 2020       December 31, 2019
Assets:
Cash and cash equivalents                       $           12,976      $           13,050
Investments in subsidiaries                                 62,066                  61,626
Loans to subsidiaries                                        5,924                   3,905
Securities available for sale                                  622                     738
Other assets                                                 1,473                   1,017
Total assets                                    $           83,061      $           80,336

Liabilities:
Senior and subordinated notes                   $           22,037      $           22,080

Accrued expenses and other liabilities                         820                     245
Total liabilities                                           22,857                  22,325
Total stockholders' equity                                  60,204                  58,011
Total liabilities and stockholders' equity      $           83,061      $           80,336


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                       CAPITAL ONE FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table 19.3: Parent Company Statements of Cash Flows


                                                                                       Year Ended December 31,
(Dollars in millions)                                                         2020              2019              2018
Operating activities:
Net income                                                                 $  2,714          $  5,546          $  6,015
Adjustments to reconcile net income to net cash from operating
activities:
Equity in undistributed earnings of subsidiaries                               (102)           (2,569)           (3,554)
Other operating activities                                                    1,217               216               (35)
Net cash from operating activities                                            3,829             3,193             2,426
Investing activities:
Changes in investments in subsidiaries                                         (217)              704              (577)

Proceeds from paydowns and maturities of securities available for sale

                                                                            117               111               140
Changes in loans to subsidiaries                                             (2,019)           (1,302)           (2,055)
Net cash from investing activities                                           (2,119)             (487)           (2,492)
Financing activities:
Borrowings:
Changes in borrowings from subsidiaries                                           0                 0                38
Issuance of senior and subordinated notes                                     1,991             2,646             5,227
Maturities and paydowns of senior and subordinated notes                     (2,900)             (750)                0
Common stock:
Net proceeds from issuances                                                     241               199               175
Dividends paid                                                                 (460)             (753)             (773)
Preferred stock:
Net proceeds from issuances                                                   1,330             1,462                 0
Dividends paid                                                                 (280)             (282)             (265)
Redemptions                                                                  (1,375)           (1,000)                0
Purchases of treasury stock                                                    (393)           (1,481)           (2,284)
Proceeds from share-based payment activities                                     62                17                38
Net cash from financing activities                                           (1,784)               58             2,156
Changes in cash and cash equivalents                                            (74)            2,764             2,090
Cash and cash equivalents, beginning of the period                           13,050            10,286             8,196
Cash and cash equivalents, end of the period                               $ 12,976          $ 13,050          $ 10,286
Supplemental information:
Non-cash impact from the dissolution of wholly-owned subsidiary
Decrease in investment in subsidiaries                                     $      0          $  1,508          $      0
Decrease in borrowings from subsidiaries                                          0             1,671                 0



                       212    Capital One Financial Corporation (COF)

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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.

                       213    Capital One Financial Corporation (COF)

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