SecProbe.io

December 17, 2014

Via E -mail
Richard D. Fairbank
Chair, Chief Executive  Officer  and President
Capital One Financial Corporation
1680 Capital One Drive
McClean , VA 22102

Re: Capital One Financial Corporation
 Form 10-K for Fi scal Year Ended December 31, 201 3
Filed February 27, 2014
File No. 001-13300

Dear Mr. Fairbank :

We have reviewed your filing s 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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Management’s Discussion and Analysis  of Financial Condition and Results of Operations , page
44

Market Risk Profile, page 111

1. Please address the following regarding your stress -based risk simulation of foreign
exchange rates:
 Please revise to more clearly describe the “stress -based simulation” of foreign
exchange rates that is the basis for your analysis.
 Clearly explain the extent to which your analysis considers correlations between the
respective changes in various currencies to which you are exposed, and disclose any
limitations in the ability of the risk measure presented to convey correlation risk.

Richard D. Fairbank
Capital One Financial Corporation
December  17, 2014
Page 2

  As part of your expa nded disclosure, tell us and consider identifying the primary
currencies to which you are exposed as well as the typical types of derivatives used to
manage this exposure.
 It appears that you computed your earnings exposure to changes in foreign exchange
rates net of your derivative activity that is used to manage your overall exposure.  Tell
us impact of your use of derivatives on this measure, and consider revising your
future filings to disclose this stress -based simulation analysis with and without th e
effect of the derivatives used to manage your overall exposure to foreign exchange
rates.
 We note that in your 2012 Form 10 -K you addressed the risk at both December 31,
2012 and 2011, your 2013 Form 10 -K only addresses the risk as of December 31,
2013 .  Please revise your future filings to provide a comparative analysis pursuant to
Item 305(a)(3).
 Your disclosure on page 51 of Form 10 -Q for the period ended September 30, 2014
continues on to say that “As of September  30, 2014, (y)our pre -tax earnings , AOCI
and capital ratios exposures to volatility of foreign exchange rates was minimal. ”
Please tell us and revise your future  filings to clarify whether your conclusion that
your exposure is minimal  is gross or net of your derivative management activiti es.

Notes to Consolidated Financial Statements, page 137

Note 1 – Summary of Significant Accounting Policies, page 137

Investment Securities, page 139

2. Your disclosure appears to indicate that you accrete  the nonaccretable difference into
interest income over the life of the security .  Please revise your disclosure to more clearly
describe your methodology , or tell us how you determined the policy as described
complies with ASC 310 -30-35-2.

Note 4 – Loans, page 165

Table 4.12: Acquired Lo ans Accounted for Based on Expected Cash Flows, page 186

3. You disclose in table 4.12 that your acquired loans have a contractual balance of $30.6
billion, which exceeds the carrying value of $28.6 billion by approximately $2.0 billion at
December 31, 2013.   However, table 4.13 indicates that you have an accretable yield of
approximately $6.4 billion at December 31, 2013.  Please respond to the following:
 With a view toward explaining the difference between the $2 .0 billion noted above
and the accretable yield  of $6.4 billion in Table 4.13, please provide us with a
rollforward of your contractual balance and carrying value for 2011, 2012, and 2013.
 Tell us how your contractual balance is calculated.  In your response, explain whether
this measurement conforms  to the definition of outstanding balance as defined at ASC
310-30-50-3.

Richard D. Fairbank
Capital One Financial Corporation
December  17, 2014
Page 3

  Revise future filings to present the outstanding balance of your acquired loans
pursuant to ASC 310 -30-50-2 or confirm that your disclosure of the carrying value
accurately represents  the outstanding balance as defined here.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable E xchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, ple ase provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jim Dunn , Staff Accountant,  at (202) 551 -3724 or Kevin W. Vaughn  at
(202) 551 -3494 if you have questions.

Sincerely,

        /s/ Kevin W. Vaughn

Kevin W. Vaughn
Accounting Branch Chief