SecProbe.io

December 28, 2010
 Mr. Richard D. Fairbank Chairman, Chief Executive Officer, and President Capital One Financial Corporation 1680 Capital One Drive McLean, Virginia 22102
Re: Capital One Financial Corporation
Form 10-K for Fiscal Year Ended December 31, 2009 Filed February 26, 2010 Forms 10-Q for Fiscal Quarters Ended March 31, 2010, June 30, 2010, and September 30, 2010
  File No. 001-13300

Dear Mr. Fairbank:
 We have reviewed your supplemental respons e to our comment letter dated June 24, 2010
and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2009

 Loan Modifications and Restructurings, page 59

 1. We note your response to comment three from our letter dated June 24, 2010.  Please revise
your future filings to quantif y the types of concessions made distinguishing between each
loan product for your TDRs. While you have assert ed that you will comply with our original
comment, these were not provi ded in your Form 10-Q for the period ended September 30,
2010.

Mr. Richard D. Fairbank
Capital One Financial Corporation December 28, 2010 Page 2   Form 10-Q for Fiscal Quarter Ended September 30, 2010

 Note 13. Commitments, Contingencies and Guarantees, page 108

 2. We note from your response to comment 12 of our letter dated June 24, 2010 and the
disclosures in the Changes in Representati on and Warranty Reserves beginning on page 111
that your representation and warranty repurch ase reserves have increased from $238 million
as of December 31, 2009 to $836 million as of September 30, 2010. Footnote 3 to the
Changes in Representation and Warranty Reserves  table on page 111 states that the increases
to this reserve during the first and sec ond quarters of 2010 were due primarily to
counterparty activity and your ability to ex tend the timeframe over which you estimate your
repurchase liability in most cases to the full life of the mortgage loans sold for which you
believe that repurchases are probable. Please tell  us and consider revising your future filings
to address the following:

• Separately quantify the amount of the incr eases to your representation and warranty
reserve distinguishing between increases in counterparty activity and your ability to
extend the repurchase liability over the life of the loan.
• Compare and contrast your previous met hodology specifically concerning the periods
over which you determine your repurchase re serves to your revised methodology which
provides for a liability determined over the full  life of the loan.  Please also provide us
with an understanding as to what event(s) tr anspired that resulted in this change in
addition to how your previous methodology included all appropriate periods.
• Please provide us with a detailed analys is and timeline of events supporting the
significant increase in the provision for re purchase losses during the first and second
quarters of 2010 and the resulting repurchase liability.
• Similarly, please tell us the reasons for the significant decrease in the provision for
repurchase losses during the three months ended September 30, 2010 ($16 million) as compared to the first and second quarter s of 2010 taking into consideration your
disclosure on page 110 that open repurchase  requests have con tinued to increase ($1.6
billion as of September 30, 2010) along with increased realized lo sses and any increasing
inherent losses.
• Tell us whether there are the same financia l guaranty bond insurers/mortgage insurers in
both the “Active Insured” and “Inactive Insured”  Securitizations.  If so, please tell us why
you believe the insurer has not made any claims  to date with respect to Inactive Insured
Securitizations and whether they have provide d you with an indicat ion that claims may
be coming in the future as they co ntinue to work through the documents.

3. We note your response to comment 12 of our letter dated June 24, 2010 and the enhanced
disclosures included within th is footnote with respect to various litigation matters and
Potential Mortgage Representation & Warranty Li abilities. As it rela tes to both your U.S.
Bank Litigation and the DBSP Lawsuit discussed on page 114, please tell us and consider the
need to provide a sufficient level of granul arity and transparency that encompasses

Mr. Richard D. Fairbank
Capital One Financial Corporation December 28, 2010 Page 3

management’s considerations and thought proce sses in the determination of the reserves in
future filings. For example, please tell us:

• Whether you reviewed 100% of the loans co ntained within the litigation on a loan-by-
loan basis to develop your reserve.  If not, please tell us in more detail how you
performed your loan-by-loan approach;
• The types of success rates used in developing the reserve; and
• How the loss rates were developed.
  4. We note your disclosure on page 111 that due to  the uncertainties and lack of predictive
measures to guide the range of litigation outcomes or the number of future claims that might arise, you do not believe a “meaningful range” of reasonably possible loss in excess of the
aggregate repurchase reserve can be determin ed as of September 30, 2010.  We note that
“meaningful” is not the defined threshold for di sclosure outlined in ASC 450-20 and that this
analysis may be subject to si gnificant interpretation.  We be lieve that where a range of
reasonably possible loss is estimable, and the t op of the range is in excess of the amount
accrued , which appears to be the case given the addition of significant probable incurred
losses each period relating to loans sold in hi storical periods, the ra nge should be disclosed
pursuant to ASC 450-20-50-3.  Please  tell us and revise your disclosure in future filings to
provide the range of reasonably possibly lo sses for all counterparties for which this
disclosure is possible.  These disclosure s should be updated quarterly as additional
information is obtained.
5. Please tell us and revise future filings, as  applicable, whether you have declined to
repurchase loans from representations and warranties provided in connection with your
Active Insured Securitizations.  If you have, please further tell  us and revise your future
filings to clarify how denied cl aims are ultimately resolved.  In your respon se, address any
appeals process and provide some quantificati on around the amount of initially denied claims
that are either rescinded or ul timately repurchased or made whole.  For example, tell us the
types of information you would typically provi de in rejecting the original request for
repurchase, how long the counterpa rty has to review and appeal  your original rejection, and
the typical results in any app eal of your original  rejection.  Please tell us whether any
changes in the original rejection conclusion are built into your “success rates.” Please also
tell us how your original rejection impacts th e timing and amount of th e repurchase reserve,
such as whether the reserve is immediately re duced after your original  rejection, or whether
the repurchase  reserve is adjusted after any appeals pr ocess by the counterparty is complete.

6. We note your disclosures on pages 112-115 regard ing the various litiga tion claims that you
are subject to, and your disclosu re in many instances that, gi ven the various uncertainties,
you cannot provide a “meaningful ” range of reasonably possibl e losses.  We note that
“meaningful” is not the defined threshold for di sclosure outlined in ASC 450-20 and that this
analysis may be subject to si gnificant interpretation.  Please pr ovide further clarity in your
statements in many of your li tigation matters that a “meaningful” range cannot be provided.
Please clarify how you define this term for purpos es of your disclosure threshold.  In this

Mr. Richard D. Fairbank
Capital One Financial Corporation December 28, 2010 Page 4
 regard, the staff notes that simply because  a range of losses may be large, does not
necessarily mean that the range is not required  or “meaningful” to investors.  Please see
Examples 1 and 3 in ASC Topic 450-20-55.

You may contact John Spitz, St aff Accountant, at (202) 551-3484, or me at (202) 551-
3423 with any other questions.
Sincerely,
   Amit Pande
Accounting Branch Chief