The call in brief
Read the Q2 2025 earnings summary ↗In the second quarter of 2025, Capital One completed its acquisition of Discover on May 18, folding Discover's businesses into its segments and reporting a GAAP net loss of $4.3 billion (-$8.58 per share) driven by the $8.8 billion initial CECL allowance build for non-PCD Discover loans and purchase accounting impacts; on an adjusted basis, net income was $2.8 billion and diluted EPS was $5.48. Net interest margin jumped 69 basis points sequentially to 7.62% (about 40 basis points from the partial quarter of Discover), pre-provision earnings rose 34% (40% adjusted), and the CET1 ratio increased to 14%, leaving excess capital above the combined company's long-term need. Legacy credit continued to improve, with the legacy domestic card charge-off rate at 5.50% (down 55 basis points year-over-year) and auto losses at 1.25% (down 56 basis points), while Discover's growth stayed muted from prior originations pullbacks. Management said integration was off to a great start with $2.5 billion of synergies on track, flagged integration costs somewhat higher than the announced $2.8 billion, and reaffirmed that combined earnings power out of integration is similar to the deal-model estimate as it prepared to move debit and a portion of credit onto the Discover network.
- Completed the acquisition of Discover on May 18 and mobilized on integration, which management said is going well and off to a great start, with provisional purchase accounting completed and Discover's businesses incorporated into reported segments.
- Adjusted results were strong: net income of $2.8 billion and adjusted diluted EPS of $5.48, with pre-provision earnings up 34% sequentially (40% net of adjustments) on the partial-quarter impact of Discover plus strong legacy results.
- Net interest margin rose 69 basis points sequentially to 7.62%, with the partial quarter of Discover adding about 40 basis points and lower legacy funding costs and mix shift adding nearly 30 basis points.
- Legacy credit kept improving, with the legacy domestic card charge-off rate at 5.50% (down 55 basis points year-over-year) and the auto charge-off rate at 1.25% (down 56 basis points year-over-year).
- The CET1 ratio rose about 40 basis points to 14%, leaving the company operating with excess capital above the combined company's long-term need.
- Auto originations were up 28% year-over-year, driven by market growth and Capital One's strong position to pursue resilient growth.
- Reported a GAAP net loss of $4.3 billion, or $8.58 per diluted common share, driven by the $8.8 billion initial (CECL 'double-count') allowance build for non-PCD Discover loans plus purchase accounting impacts.
- Purchase accounting created ongoing drags: fair value mark amortization decreased net interest income by $85 million and intangible amortization increased non-interest expense by $255 million in the quarter.
- Integration costs were expected to come in somewhat higher than the previously announced $2.8 billion as the company gained more granularity across the many elements of the deal.
- Excluding the Discover build, provision for credit losses rose $294 million sequentially to $2.7 billion, more than driven by $324 million of higher net charge-offs from the partial quarter of the Discover portfolio.
- Discover's loan and purchase volume growth remained muted due to its originations pullbacks in recent years.
Management Commentary
Read the Q2 2025 summary ↗Thanks very much, Josh, and welcome, everybody. Just a few opening remarks. To access the live webcast of this call, please go to the Investor section of Capital One's website, capitalone.com. A copy of the earnings presentation, press release, and financial supplement can also be found on the Investor section of Capital One's website by selecting Financials, then Quarterly Earnings Releases. With me tonight are Mr. Richard Fairbank, Capital One's Chairman and Chief Executive Officer, and Mr. Andrew Young, Capital One's Chief Financial Officer. Rich and Andrew are going to walk you through the presentation summarizing our second quarter results for 2025. Please note that this presentation may contain forward-looking statements, information regarding Capital One's financial performance, and any forward-looking statements contained in today's discussion and the materials speak only as of the particular date or dates indicated in the materials.
Capital One does not undertake any obligation to update or revise any of this information, whether as a result of new information, future events, or otherwise. Numerous factors could cause our actual results to differ materially from those described in forward-looking statements. For more information on these factors, please see the section titled Forward-looking Information in the earnings release presentation and the Risk Factors section of our annual and quarterly reports accessible at Capital One's website and filed with the SEC. With that, I'll turn the call over to Mr. Fairbank. Rich?
Thanks, Jeff, and good evening to everyone on tonight's call. I want to begin tonight by welcoming our colleagues at Discover to the Capital One journey. As you know, we completed our acquisition of Discover on May 18, and we're fully mobilized and hard at work on integration, which is going well. It's still early days, but we very much like what we've seen so far. We share key cultural attributes with Discover, including a deep, shared commitment to customers. We're as excited as ever by the expanding set of opportunities to grow and create value as a combined company. From our founding days, we've been on a quest to build a great financial institution, an integrated banking and global payments platform that's positioned at the forefront of the opportunities that will come as technology and data transform financial services. Discover enhances and accelerates our progress on this quest.
I'll share additional thoughts on the hard work, investments, and compelling opportunities we see going forward at the conclusion of tonight's call. For now, I'll turn the call over to Andrew to discuss the balance sheet and purchase accounting impacts of the deal, as well as our financial performance in the second quarter. Andrew.
Thanks, Rich, and good afternoon, everyone. I will start on slide three of tonight's presentation. As Rich just discussed, we closed the acquisition of Discover on May 18. We have now completed provisional purchase accounting and incorporated Discover's business lines into our reported segments, with Discover's domestic card and personal loans now included in our credit card segment. Discover's deposits and network businesses are in our consumer segment. As part of the acquisition, we acquired $98.3 billion of domestic card loans with a net fair value discount of $220 million. We also acquired $9.9 billion of personal loans with a net fair value discount of $114 million. We acquired $106.7 billion of deposits with a net fair value discount of $30 million. The amortization of these net fair value marks decreased net interest income by $85 million in the quarter.
The full loan and deposit amortization schedule is included on slide 17 of the appendix. We also acquired $7.9 billion of home loans, which have been marked as held for sale and are now included in discontinued operations. The net credit mark on the Discover loan portfolio increased the allowance on the balance sheet by $8.4 billion, with $8.8 billion of provision expense for non-PCD loans flowing through the P&L. I will discuss the allowance in greater detail in a moment. There were multiple amortizing intangibles created as a result of the acquisition. We recognized a core deposit intangible of $1 billion, a purchased credit card relationships intangible of $10.3 billion, and network and financial partner relationships intangibles of $1.5 billion. The amortization of these intangibles increased non-interest expense by $255 million in the second quarter. We have included a full intangible amortization schedule on slide 18 in the appendix.
We also recognized two intangibles with indefinite lives: a network intangible of $3.1 billion and brand and trade name intangibles of $2.3 billion. Finally, we recorded goodwill of $13.2 billion. Including the impact of purchase accounting and the allowance build, the partial quarter impact of the legacy Discover businesses contributed $2 billion of revenue and a $6.4 billion net loss to the results from continuing operations. I'll also note that as we bring the two companies together, there are financial reporting presentation realignments and business changes that impact the reporting geography of revenue, marketing, and operating expense recognition. In total, these moves increased the operating efficiency by roughly 30 basis points and the total efficiency by roughly 15 basis points in the second quarter.
Looking ahead, we expect the run rate impact of these changes to result in a roughly 90 basis point increase to the operating efficiency ratio and a roughly 50 basis point increase to the total efficiency ratio, all else equal. There is no impact from the reclassifications to the timing of recognition in either the second quarter or in future quarters, so the net impact to the bottom line is negligible. Turning to slide four, I'll cover the second quarter financial highlights for the combined company. Our results for the quarter were significantly impacted by the completion of the Discover acquisition. On a GAAP basis, we had a net loss of $4.3 billion, or a loss of $8.58 per diluted common share. Included in the results for the quarter were multiple adjusting items related to Discover, as well as a small addition to our legal reserves.
Net of these adjusting items, net income in the quarter was $2.8 billion, and diluted earnings per share was $5.48. There was also one notable item in the quarter. A law change in the state of California increased our effective tax rate, but also created a one-time $128 million tax benefit as a result of truing up our deferred tax asset. Revenue in the second quarter increased $2.5 billion, or 25%, compared to the first quarter. Adjusted revenue increased 26%, or $2.6 billion. Non-interest expense increased 18%, or 14% net of adjustments. Pre-provision earnings in the second quarter were up 34% relative to the first quarter. Net of adjustments, pre-provision earnings increased by 40%. The increase in pre-provision earnings was largely driven by the partial quarter impact of Discover, while also benefiting from strong legacy Capital One results.
On a GAAP basis, our provision for credit losses was $11.4 billion in the quarter. Excluding the $8.8 billion initial allowance build for Discover, provision for credit losses was $2.7 billion, an increase of $294 million compared to the prior quarter. The increase was more than driven by $324 million in higher net charge-offs. A decline in charge-offs at legacy Capital One was more than entirely offset by the addition of the partial quarter of the Discover portfolio. Turning to slide five, I'll now cover the allowance in greater detail. We built $7.9 billion of allowance in the quarter, bringing the allowance balance to $23.9 billion.
The primary drivers of the change in allowance related to the Discover acquisition, which included an $8.8 billion expense for non-PCD loans and a $2.9 billion initial allowance for PCD loans, offset by a $3.3 billion benefit from the expected recoveries of acquired Discover loans that are fully charged off. Excluding these Discover impacts, the allowance balance declined by approximately $400 million. Our total portfolio coverage ratio increased 52 basis points to 5.43%, driven largely by the mix shift of our portfolio. I'll cover the drivers of the changes in allowance and coverage ratio by segment on slide six. In our credit card segment, we built approximately $8 billion of allowance in the quarter. Roughly $760 million of the build is driven by the acquisition of Discover's personal loan portfolio, with the remaining $7.2 billion build in the domestic card business. The domestic card build was driven by two factors.
First, we released approximately $400 million of allowance in the legacy Capital One portfolio. This legacy card release was driven by continued favorable credit performance in the quarter, partially offset by a modestly worse economic outlook. Second, we built $7.6 billion of allowance for the Discover domestic card loans added in the quarter. The combination of incorporating an updated economic outlook, aligning allowance methodologies, and reserving for growth in the portfolio led to a roughly $400 million increase in the allowance for Discover's card loans relative to the equivalent balance as a standalone company at the end of Q1. The consolidated domestic card coverage ratio now stands at 7.62%. The allowance balance in our consumer banking segment was largely flat at $1.9 billion. Observed credit favorability and the impact of stable auction prices was largely offset by growth in the auto business.
The ending coverage ratio of 2.29% was down eight basis points from the prior quarter. Finally, the commercial banking allowance balance of $1.5 billion and coverage ratio of 1.74% are largely flat to the prior quarter. Turning to page seven, I'll now discuss liquidity. Total liquidity reserves ended the second quarter at $144 billion, up roughly $13 billion relative to last quarter. Our cash position sits at $59.1 billion, up $10.5 billion from the prior quarter. The increase in cash was primarily driven by proceeds from the sale of a portion of Discover's securities, as well as the addition of acquired cash from Discover. Our preliminary average liquidity coverage ratio increased slightly during the second quarter to 157%. Our average NSFR remained roughly flat at 136%. Turning to page eight, I'll cover our net interest margin.
Our second quarter net interest margin was 7.62%, 69 basis points higher than the prior quarter. The partial quarter impact of adding Discover increased NIM by roughly 40 basis points. This 40 basis point increase includes the roughly offsetting effects of a six basis point drag from the fair value marks and a six basis point tailwind from changing Discover's historical practice to now include late fees in interest income. The remaining nearly 30 basis point improvement in NIM was driven by legacy Capital One, which had lower rate paid on deposits, a liability mix shift towards deposits, and one additional day in the quarter. Looking ahead, we expect the full quarter benefit from the Discover acquisition to drive an additional 40 basis point increase to NIM, all else equal. Turning to slide nine, I will end by discussing our capital position.
Our Common Equity Tier 1 capital ratio ended the quarter at 14%, approximately 40 basis points higher than the prior quarter. The impact of the equity issuance for the acquisition was partially offset by the additional goodwill and intangible assets, the increase in risk-weighted assets, the net loss in the quarter, dividends, and $150 million of share repurchases. During the quarter, the Federal Reserve released the results of their stress test. Our preliminary stress capital buffer requirement is 4.5%, resulting in a CET1 need of 9%. The new SCB becomes effective on October 1. Now that we've closed the Discover transaction, we are working through our internal modeling of the combined company's capital need and look forward to sharing an update once our work is complete. With that, I will turn the call back over to Rich.
Thanks, Andrew. Slide 11 shows second quarter results in our credit card business.
Credit card segment results are largely a function of our domestic card results and trends, which are shown on slide 12. The Discover acquisition was the dominant driver of second quarter domestic card results, including the impact of a partial quarter of combined operations, a combined quarter-end balance sheet, and purchase accounting effects. Looking through the Discover impacts, the combined domestic card business delivered another quarter of top-line growth, strong margins, and improving credit. Year-over-year purchase volume growth for the quarter was 22%, which includes $26.5 billion of Discover purchase volume. Excluding Discover, year-over-year purchase volume growth was about 6%. Ending loan balances increased 72%, largely as a result of adding $99.7 billion of Discover card loans. Excluding Discover, ending loans grew about 4% year-over-year. Revenue was up 33% from the second quarter of 2024, driven largely by adding the partial quarter of Discover revenue.
Excluding Discover, year-over-year revenue growth was about 8%, driven by underlying growth in purchase volume and loans. Revenue margin for the quarter was 17.3%, including a 121 basis point impact from the partial quarter of combined operations and amortization of the purchase accounting fair value mark. Excluding these Discover impacts, revenue margin would have been 18.5%. The domestic card net charge-off rate was 5.25%, down 80 basis points from the prior year quarter. The 30+ delinquency rate was 3.60%, down 54 basis points from the prior year. These metrics were impacted by the addition of Discover, which has historically had lower losses and delinquencies than Capital One. The delinquency metric was also impacted by aligning methodologies between Discover and Capital One.
Capital One's legacy domestic card portfolio would have had a net charge-off rate of 5.50%, down 55 basis points year-over-year, and a 30+ delinquency rate of 3.92%, down 22 basis points from the prior year. Capital One's card delinquencies have been improving on a seasonally adjusted basis since October of last year, and our losses have been improving since January of 2025. Discover's card credit metrics peaked about a quarter later but are now improving steadily following a similar path to what we observe on the legacy Capital One portfolio. Domestic card non-interest expense was up 42% compared to the second quarter of 2024. Operating expense and marketing both increased year-over-year. Total company marketing expense in the quarter was $1.35 billion, up 26% year-over-year. Our choices in domestic card are the biggest driver of total company marketing. We continue to see compelling growth opportunities in our domestic card business.
Our marketing continues to deliver strong new account growth across the domestic card business and build an enduring franchise with heavy spenders at the top of the market. Compared to the second quarter of 2024, domestic card marketing in the quarter included the addition of Discover marketing, higher direct response marketing, higher media spend, and increased investment in premium benefits and differentiated customer experiences. As always, all of our marketing and origination choices are informed by our continuous monitoring of portfolio trends, market conditions, and consumer and competitor behaviors. Slide 13 shows second quarter results in our consumer banking business. Global payment network transaction volume from the May 18th close of the Discover acquisition through quarter-end was about $74 billion. Auto originations were up 28% from the prior year quarter, driven by overall market growth and our strong position to pursue resilient growth in the current marketplace.
Consumer banking ending loan balances increased $5.6 billion, or about 7% year-over-year. Average loans were up 6%. Compared to the year-ago quarter, ending consumer deposits grew at 36%, and average consumer deposits were up about 21%, driven largely by the addition of Discover deposits. Looking through the Discover impact, our digital-first national consumer banking business continues to grow and gain traction, powered by our technology transformation and our compelling no-fees, no-minimums, and no-overdraft-fees customer value proposition. Consumer banking revenue for the quarter was up about 16% year-over-year, driven predominantly by the partial quarter of Discover as well as growth in auto loans.
Non-interest expense was up about 37% compared to the second quarter of 2024, driven largely by the partial quarter of Discover as well as increased auto originations, the legal reserve addition that Andrew mentioned, higher marketing to drive growth in our national consumer banking business, and continued technology investments. The auto charge-off rate for the quarter was 1.25%, down 56 basis points year-over-year, largely as the result of our choice to tighten credit and pull back in 2022. Auto charge-offs are improving on a seasonally adjusted basis. The 30+ delinquency rate was 4.84%, down 83 basis points year-over-year. Slide 14 shows second quarter results for our commercial banking business. Compared to the linked quarter, both ending and average loan balances were up 1%. Ending deposits were down about 2% from the linked quarter. Average deposits were down 4%. We continue to manage down selected, less attractive commercial deposit balances.
Second quarter revenue was up 6% from the linked quarter, and non-interest expense was up by about 1%. The commercial banking annualized net charge-off rate for the second quarter increased 22 basis points from the sequential quarter to 0.33%. The commercial criticized performing loan rate was 5.89%, down 52 basis points compared to the linked quarter. The criticized non-performing loan rate was down 10 basis points to 1.30%. As we close this presentation and before we open it up for Q&A, I want to pull up and reflect not just on the quarter but also on where we are. In the second quarter, bringing on Discover for a partial quarter and the related purchase accounting impacts dominated our reported results. Looking through these effects, our adjusted earnings, top-line growth, credit results, and capital generation continued to be strong.
We completed the Discover acquisition on May 18th, and we continue to be very excited about the opportunity. Here are some early financial observations. They are, of course, still subject to change, but we wanted to share our thoughts with you. Let me start with integration costs. Our integration budget covers a wide array of expenses, including deal costs, moving Discover onto our tech stack, integrating their products and experiences, making additional investments in risk management and compliance, and integrating the talent and taking care of the associates along the way. The integration is off to a great start, but as we have gotten more granularity on each of these efforts, we expect our integration costs will be somewhat higher than our previously announced $2.8 billion. Let me turn now to synergies.
We are on track to deliver the $2.5 billion in total net synergies we discussed on the April earnings call. There are significant cost savings and also significant real revenue synergies, and we have line of sight to achieving them. I also want to savor this moment and where we are. We are on the cusp of even greater opportunities down the road. These opportunities come both from this deal and also from Capital One's transformation to be at the frontier of a rapidly changing marketplace. These opportunities are exciting, but they will require significant investment to bring them home. Let me start with the opportunities with Discover. The revenue synergies we have already identified come from moving our debit business and a portion of our credit business onto the Discover Network.
To move more volume and capitalize on the tremendous scale benefits of the network, we need to achieve greater international acceptance and then build a global network brand. This will enable moving bigger spenders onto the Discover Network. These additional moves require sustained investment for a number of years, and we will begin to undertake these investments first in acceptance, and then when we get the network to critical mass, we will invest in the network brand. There are only two banks in the world with their own network, and we are one of them. We are moving to capitalize on this rare and valuable opportunity. With all the discussion of Discover, we can lose sight of the very important place legacy Capital One is in. We are in the 13th year of an all-in technology transformation.
While most companies have invested in transforming technology at the top of the tech stack, in other words, leading with customer-facing applications, we have taken the much harder but ultimately necessary journey. We have been rebuilding the company from the bottom of the tech stack up, essentially building a modern technology company that does banking. As we move up the tech stack, the opportunities are accelerating. We are also the beneficiary of decades of investment in our data and analytics capabilities and the building of a well-known national brand. Together with our leading technology capabilities, they are the enablers of our many opportunities. Take our retail bank. The universal playbook in banking is to build a national bank through acquisitions. However, we are doing it organically on the shoulders of our modern tech stack, our full-service digital banking offerings, our thin physical distribution of showroom branches, and our national brand.
Thank you, Rich. Now I will start the Q&A session. Remember, as a courtesy to other investors and analysts who may wish to ask a question, please limit yourself to one question plus a single follow-up. If you have follow-up questions after the Q&A session, the investor relations team will be available. Josh, please start the Q&A session.
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