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Business Combination and Discontinued Operations (Tables)
12 Months Ended
Dec. 31, 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 7. MD&A—Capital Management” for additional information.
The following table summarizes our preferred stock outstanding as of December 31, 2025 and 2024.
Table 11.1: Preferred Stock Outstanding(1)
Redeemable by Issuer BeginningPer Annum Dividend RateDividend FrequencyLiquidation Preference per ShareTotal Shares Outstanding
as of December 31, 2025
Carrying Value
(in millions)
SeriesDescriptionIssuance DateDecember 31, 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, 20254.800%Quarterly1,000 1,250,000 1,209 1,209 
Series K4.625%
Non-Cumulative
September 17,
2020
December 1, 20254.625%Quarterly1,000 125,000 122 122 
Series L4.375%
Non-Cumulative
May 4,
2021
September 1, 20264.375%Quarterly1,000 675,000 652 652 
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: 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 acquisition251,679,740
Exchange ratio1.0192
Number of shares of Capital One treasury stock reissued in the acquisition before fractional shares adjustment256,511,991
 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 stock1,068
Fair value of consideration related to stock-based compensation awards136
Cash in lieu of fractional shares3
Fair value of purchase consideration$51,793 
Allocation of purchase consideration to net assets acquired (1):
Fair value of assets acquired:
Cash and cash equivalents and Restricted cash for securitization investors(2)
$16,467 
Securities available for sale14,108
Net loans held for investment (see Table 2.3)108,609
Premises and equipment956
Interest receivable926
Intangible assets (see Table 2.4)17,670
Other assets(3)
1,448
Assets of discontinued operations(4)
8,398
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(5)
3,572
Other liabilities(6)
6,094
Fair value of net assets acquired
$38,369 
Goodwill
$13,424 
________
(1)Pursuant to the guidance in Topic 805, fair value estimates related to assets acquired and liabilities assumed in a business combination are subject to adjustment for up to one year after the Closing Date as additional information becomes available (the “Measurement Period”). The Company has completed its purchase consideration allocation and the fair values of assets acquired and liabilities assumed are considered final. The amounts presented in Table 2.2 reflect Measurement Period adjustments made during the third and fourth quarters of 2025, which primarily included a $540 million decrease in the fair value of intangible assets and a $109 million decrease in the fair value of premises and equipment as well as a $416 million increase in the fair value of assets of discontinued operations and a $182 million increase in goodwill.
(2)Includes $1.0 billion restricted cash primarily related to securitization investors.
(3)Includes tax credit and other investments, non-loan receivables, derivative assets, and other short-term assets.
(4)Includes $8.4 billion of home loans classified as discontinued operations.
(5)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 December 31, 2025.
(6)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 19—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 investmentAllowance for credit losses Net loans held for investment
Non-PCD loans$101,614 $1,069 $102,683 $0 $102,683 
PCD loans6,894(538)6,356(2,870)3,486
Recoveries on acquired Discover loans that are fully charged off
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.
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 MethodologyFair Value
Purchased credit card relationships 11Accelerated$10,100 
Network and financial partner relationships11Straight-line1,500
Core deposit10Accelerated1,100
Intangible assets with definite lives12,700
Discover NetworkN/AN/A - Indefinite useful life2,700
Brand/Trade namesN/AN/A - Indefinite useful life2,270
Intangible assets with indefinite lives4,970
Total intangible assets$17,670 
________
(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
Year Ended December 31,
(Dollars in millions)20252024
Net interest income(1)
$48,908 $45,475 
Non-interest income11,515 10,946 
Income from continuing operations, net of tax(2)
10,243 1,688 
________
(1)Combined pro forma net interest income for the year ended December 31, 2024 was adjusted to remove $800 million 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 for the year ended December 31, 2025 as if it had been recognized consistent with a Closing Date of January 1, 2024.