SecProbe.io

September 20, 2024
Richard D. Fairbank
Chief Executive Officer
Capital One Financial Corporation
1680 Capital One Drive
McLean, Virginia 22102
Re:Capital One Financial Corporation
Amendment No. 2 to Registration Statement on Form S-4
Response dated September 3, 2024
File No. 333-278812
Dear Richard D. Fairbank:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Response Dated September 3, 2024
Amendment No. 2 to Registration Statement on Form S-4
Recent Developments
Discover Card Misclassification, page 17
We note the response to prior comment 3 discussing the control deficiencies identified in
connection with Discover’s card product misclassification matter. Please respond to the
following:
The response indicates that Discover management determined that there was a
“design deficiency in internal controls over financial reporting in that Discover did
not have a control to review that cards issued by Discover Bank were appropriately
tiered in compliance with the Program Documents.” Please clarify if only a single
design deficiency was identified, and if the deficiency relates to all cards issued and
the tiering of such cards. If so, please provide additional information to support
Discover's conclusion or otherwise explain in further detail all the control deficiencies •1.

September 20, 2024
Page 2
identified.
•The evaluation of the control deficiency does not discuss (i) the potential magnitude
of the error, as it appears Discover's analysis is primarily focused on the actual size of
the errors identified and (ii) the consideration of qualitative factors in evaluating the
severity of the control deficiency. Please provide us with an analysis that considers
these components.
•The response indicates that there are other mitigating factors and compensating
controls that could identify and prevent a material misstatement in the merchant
discount and interchange revenue line item. Please provide a detailed response
describing these controls including the level of precision at which they operate.
•Please tell us whether Discover's Independent Registered Public Accounting Firm
evaluated the assessment of the severity of the control deficiency and if so, explain
whether they agree with the assessment and conclusions reached.
•Please provide us with a detailed analysis as to how Discover evaluated whether a
deficiency exists within the entity level control components of the Committee of
Sponsoring Organization of the Treadway Commission (COSO) Internal Control –
Integrated Framework (2013) such as risk assessment, monitoring, etc.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Henderson at 202-551-3364 or Marc Thomas at 202-551-3452 if
you have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brandon C. Price