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Business Combination and Discontinued Operations (Tables)
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Preferred Stock The following table summarizes the terms of the preferred stock issued as part of the Transaction.
Table 2.1: Summary of Preferred Stock Terms
Redeemable by Issuer BeginningPer Annum Dividend RateDividend FrequencyLiquidation Preference per ShareTotal Shares Issued
SeriesDescriptionIssuance Date
Series OFixed-to-Floating Rate Non-CumulativeMay 18,
2025
October 30, 2027
5.500% through 10/29/2027; resets 10/30/2027 and every quarter thereafter at three-month term SOFR + 3.338%
Semi-Annually through 10/30/2027;Quarterly thereafter100,000 5,700 
Series P(1)
6.125% Fixed- Rate Reset
Non-Cumulative
May 18,
2025
June 23, 2025
6.125% through 9/22/2025; resets 9/23/2025 and every subsequent 5 year anniversary at 5-Year Treasury Rate +5.783%
Semi-Annually100,000 5,000 
________
(1)Series P was fully redeemed on June 30, 2025. See “Item 2. MD&A—Capital Management” for additional information.
The following table summarizes our preferred stock outstanding as of September 30, 2025 and December 31, 2024.
Table 10.1: Preferred Stock Outstanding(1)
Redeemable by Issuer BeginningPer Annum Dividend RateDividend FrequencyLiquidation Preference per ShareTotal Shares Outstanding
as of September 30, 2025
Carrying Value
(in millions)
SeriesDescriptionIssuance DateSeptember 30, 2025December 31, 2024
Series I5.000%
Non-Cumulative
September 11,
2019
December 1, 20245.000%Quarterly$1,000 1,500,000 $1,462 $1,462 
Series J4.800%
Non-Cumulative
January 31,
 2020
June 1, 20254.800Quarterly1,000 1,250,000 1,209 1,209 
Series K4.625%
Non-Cumulative
September 17,
2020
December 1, 20254.625Quarterly1,000 125,000 122 122 
Series L4.375%
Non-Cumulative
May 4,
2021
September 1, 20264.375Quarterly1,000 675,000 652 652 
Series M3.950% Fixed Rate Reset
Non-Cumulative
June 10,
2021
September 1, 2026
3.950% through 8/31/2026; resets 9/1/2026 and every subsequent 5 year anniversary at 5-Year Treasury Rate +3.157%
Quarterly1,000 1,000,000 988 988 
Series N4.250%
Non-Cumulative
July 29,
2021
September 1, 20264.250%Quarterly1,000 425,000 412 412 
Series O
Fixed-to-Floating Rate Non-Cumulative
May 18,
2025
October 30, 2027
5.500% through 10/29/2027; resets 10/30/2027 and every quarter thereafter at three-month term SOFR + 3.338%
Semi-Annually through 10/30/2027;Quarterly thereafter
100,000 5,700 562 
N/A
Total$5,407 $4,845 
__________
(1)For Series I, J, K, L, and N, ownership is held in the form of depositary shares, each representing a 1/40th interest in a share of non-cumulative perpetual preferred stock. For Series O, ownership is held in the form of depositary shares, each representing a 1/100th interest in a share of non-cumulative perpetual preferred stock.
Business Combination
Table 2.2: Preliminary Allocation of Purchase Consideration
(in millions, except share and per share data)Fair Value
Purchase consideration:
Shares of Discover common stock issued and outstanding immediately prior to the acquisition
251,679,740
Exchange ratio1.0192
Number of shares of Capital One treasury stock reissued in the acquisition before fractional shares adjustment
256,511,991
 Less: Number of fractional shares
(14,778)
Number of shares of Capital One treasury stock reissued in the acquisition256,497,213
Price per share of Capital One common stock
$197.22 
Fair value of consideration for outstanding common stock50,586 
Fair value of consideration for preferred stock
1,068
Fair value of consideration related to stock-based compensation awards
136
Cash in lieu of fractional shares
3
Fair value of purchase consideration$51,793 
Allocation of purchase consideration to net assets acquired:
Preliminary fair value of assets acquired:
Cash and cash equivalents and Restricted cash for securitization investors(1)
$16,467 
Securities available for sale
14,108
Net loans held for investment (see Table 2.3)
108,609
Premises and equipment956
Interest receivable926
Intangible assets (see Table 2.4)
17,610
Other assets(2)
1,448
Assets of discontinued operations(3)
7,981
Preliminary fair value of liabilities assumed:
Interest payable347
Non-interest-bearing deposits1,710
Interest-bearing deposits (see Table 2.5)
105,208
Securitized debt obligations5,827
Senior and subordinated notes6,917
Other borrowings538
Deferred tax liability(4)
3,455
Other liabilities(5)
6,088
Preliminary fair value of net assets acquired$38,015 
Preliminary Goodwill$13,778 
________
(1)Includes $1.0 billion restricted cash primarily related to securitization investors.
(2)Includes tax credit and other investments, non-loan receivables, derivative assets, and other short-term assets.
(3)Includes $7.9 billion of home loans classified as discontinued operations.
(4)The Transaction generated a net deferred tax liability. On a consolidated basis, this net deferred tax liability is included in Other assets on the Consolidated Balance Sheet as we have a total net deferred tax asset as of September 30, 2025.
(5)Includes rewards liabilities, associate compensation and benefit related liabilities, derivative liabilities, and other accrued expenses. Also includes the liability related to the Card Product Misclassification matter as of the Closing Date. For additional information, refer to “Note 14—Commitments, Contingencies, Guarantees and Others.”
Investment Holdings, Other than Securities
The following table includes the fair value and unpaid principal balance of the acquired loans held for investment:
Table 2.3: Acquired Loans Held for Investment
(Dollars in millions)Unpaid Principal Balance
Premium/(Discount)(1)
Loans held for investment
Allowance for credit losses
Net loans held for investment
Non-PCD loans
$101,614 $1,069 $102,683 $0 $102,683 
PCD loans
6,894(538)6,356(2,870)3,486
Recoveries on acquired Discover loans that are fully charged off(2)
N/A (865)(865)3,305 2,440 
Total
$108,508 $(334)$108,174 $435 $108,609 
________
(1)The premium of $1.1 billion for Non-PCD loans and non-credit discount of $1.4 billion for PCD loans will be amortized over the period of expected cash flows of the applicable loans.
(2)Charge-offs exclude $19.4 billion of acquired PCD loans that are fully charged-off, with the expected recoveries of $3.3 billion included as a benefit to the allowance for credit losses.
Schedule of Finite-Lived Intangible Assets
The following table summarizes the fair value of the intangible assets acquired:
Table 2.4: Fair Value of Acquired Intangible Assets
(Dollars in millions)
Useful Life (1)
Amortization Methodology
Fair Value
Purchased credit card relationships
11Accelerated$10,100 
Network and financial partner relationships
11Straight-line1,500
Core deposit
10Accelerated1,040
Intangible assets with definite lives
12,640
Discover Network
N/AN/A - Indefinite useful life2,700
Brand/Trade names
N/AN/A - Indefinite useful life2,270
Intangible assets with indefinite lives4,970
Total intangible assets$17,610 
________
(1)Weighted-average amortization period for acquired amortizing intangible assets is 11 years.
Deposit Liabilities, Type
The following table summarizes the fair value of the interest-bearing deposits acquired:
Table 2.5: Fair Value of Acquired Interest-bearing Deposits
(Dollars in millions)Fair Value
Time deposits$39,630 
Other interest-bearing deposits65,578
Total interest-bearing deposits$105,208 
Schedule of Operating Income
Table 2.6: Selected Unaudited Pro Forma Results
Combined Pro Forma Results
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Net interest income(1)
$12,580 $11,738 $36,335 $33,583 
Non-interest income2,955 2,564 8,397 7,827 
Income from continuing operations, net of tax(2)
3,363 2,123 8,369 (361)
________
(1)Combined pro forma net interest income for the three months and nine months ended September 30, 2024 was adjusted to remove $244 million and $764 million, respectively, of interest income from the sold Discover student loan portfolio.
(2)Combined pro forma income from continuing operations, net of tax, was adjusted to reflect the $8.8 billion increase to the provision for credit losses for the Discover non-PCD loan portfolio recognized in the nine months ended September 30, 2025 as if it had been recognized consistent with a Closing Date of January 1, 2024.