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CORRESP
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CORRESP

 [LETTERHEAD OF WACHTELL,
LIPTON, ROSEN & KATZ]

 June 14, 2024

FOR CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 (RULE 83)

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS OF THIS LETTER. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN
NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Michael Henderson

Marc Thomas

 Robert Arzonetti

 Christian Windsor

Re:
 Capital One Financial Corporation

 
 Registration Statement on Form S-4

 
 Filed April 19, 2024

 
 File No. 333-278812

Dear Messrs. Henderson, Thomas, Arzonetti and Windsor:

On behalf of our client, Capital One Financial Corporation (“Capital One”), we are providing Capital One’s responses to
the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated May 16,
2024 with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”).

Capital One is concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which includes revisions made in response to the comments received from the Staff as well as certain additional changes to update the disclosure contained in Amendment No. 1. We are separately furnishing to
the Staff courtesy copies of Amendment No. 1 marked to show the changes to the Registration Statement.

 Pursuant to 17 C.F.R. §
200.83 (“Rule 83”), confidential treatment is being requested with respect to the portions of the responses to Staff comments 5 and 6 that have been redacted from the version of this letter filed via the SEC’s EDGAR system and
marked by bracketed asterisks (“[***]”). An unredacted version of this letter is being provided to the SEC under separate cover along with the request for confidential treatment under Rule 83. A separate letter is also being filed with the
Office of Freedom of Information and Privacy Act in connection with the confidential treatment request pursuant to Rule 83.

 U.S. Securities and Exchange Commission

June 14, 2024

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 2

 For the Staff’s convenience, the text of the Staff’s comments is set forth below in
bold, followed in each case by Capital One’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1. All references to page numbers in Capital One’s responses are to the pages of
Amendment No. 1.

 General

1.
 Please provide us supplementally with copies of any written materials that either Centerview or PJT Partners
provided the Capital One and Discover boards, respectively, in connection with their fairness opinions.

Response: Capital One respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the final
confidential presentation prepared by Centerview in connection with the delivery of its fairness opinion to the Capital One board of directors and the final confidential presentation prepared by PJT Partners in connection with the delivery of its
fairness opinion to the Discover board of directors are being provided directly to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange
Act of 1934, as amended (“Rule 12b-4”) and Rule 418 under the Securities Act of 1933, as amended (“Rule 418”). Such materials are not, and will not be, filed with or deemed to
be part of the Registration Statement or any joint proxy statement/prospectus of either Capital One or Discover, including any amendments to the foregoing. By separate letters, requests for confidential treatment of these materials pursuant to the
provisions of Rule 83 of the Rules of Practice of the Securities and Exchange Commission (17 C.F.R. §200.83) have been made.

 Q: What will
Discover stockholders receive in the mergers, page 4

2.
 Please disclose here the aggregate number and the aggregate value of the Capital One ordinary shares that
Discover shareholders will receive pursuant to the merger agreement. Provide similar disclosure in the Summary.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 5 and 17 of Amendment
No. 1.

 Prospectus Summary, page 15

3.
 Please revise your disclosure in this section to include a summary describing the combined company and, in
an appropriate section of your prospectus, a more detailed discussion of combined company, including for example:

•

 the management of the combined company;

•

 the combined company’s market share of the credit card issuer business; and

•

 reasonably likely changes to the regulatory framework.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 21 through 23 and 102 through
104 of Amendment No. 1.

 U.S. Securities and Exchange Commission

June 14, 2024

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4.
 We note that you disclose on page 60 that the ability to acquire and grow Discover’s payment network to
be competitive with the largest competitors was one of the key factors considered by Capital One’s board in approving the merger. We note that in investor presentations, including the presentation on February 20, that Capital One’s
leadership has highlighted the importance of the Discover network to the success of the transaction and the combined company’s future plans. Revise this section to address, in some detail, the competitive landscape among the major payment
networks, both before and after the merger. In particular, if either of the merger partners is currently dependent on a potential competitor, please briefly explain that dependency.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 22 and 103 of Amendment
No. 1.

 Recent Developments, page 16

5.
 We note that Discover has increased its liability, relating to the card product misclassification, to
$1.2 billion as of March 31, 2024, which included recognizing an additional charge to other expense for the three months ended March 31, 2024. We also note disclosure, included in Footnote 26 of Discover’s Form 10-K for the year ended December 31, 2023, summarizing the prior period impacts for the amount recognized through December 31, 2023. Please provide us with a materiality analysis summarizing the impact of
the card product misclassification to Discover’s prior period reported information based on the updated estimated liability of $1.2 billion as of March 31, 2024. Include a detailed quantitative and qualitative discussion of factors
considered by impacted reporting period, including the current period.

 Response: Rule 83 Confidential
Treatment Request by Discover #1

 Capital One respectfully acknowledges the Staff’s comment. [***]

6.
 In regards to classification of the incremental charge to other expense, please revise your disclosures to
provide additional clarity to the description, characterization and nature of the charges in the statement of income. To the extent that there are multiple components (e.g., legal, regulatory, merchant liability, other, etc.) included within the
total amount, provide additional disclosure disaggregating and quantifying those components.

Response: Rule 83 Confidential Treatment Request by Discover #2

Capital One respectfully acknowledges the Staff’s comment. [***]

Risk Factors, page 30

7.
 We note the reference on page 17 to the “card misclassification reserve.” We also note
Discover’s disclosure beginning on page 28 of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 discussing the impact of remediation efforts of the merchant card product
misclassification, including an additional $799 million in total reserved expenses. Please revise to add a risk factor that provides a summary of the material ongoing litigation and investigation related to the misclassification matter and how
it might impact the combined company if the merger is approved. Discuss any factors that could materially impact the total amount necessary to resolve legal and regulatory liabilities, as well as factors that might make the ultimate amount difficult
to estimate.

 U.S. Securities and Exchange Commission

June 14, 2024

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 Response: In response to the Staff’s comment, Capital One has revised the
disclosure on pages 36 and 37 of Amendment No. 1.

8.
 We note that the merger of Capital One and Discover will create a merged entity with approximately
$645.9 billion in assets that is approaching the $700 billion threshold for a Category II bank under Section 165(d) of the Dodd-Frank Act. We note that possible changes to regulatory requirements as a larger bank are referenced among
other forward-looking statements on pages 27 and 28. Please revise the first full risk factor on page 32 or where appropriate to clarify the impact becoming a Category II bank would have on the surviving entity including the regulatory implications,
heightened capital requirements, etc.

 Response: In response to the Staff’s comment, Capital One
has revised the disclosure on page 35 of Amendment No. 1.

9.
 We note that Discover’s ongoing remediation of the misclassification issue was one of the factors that
Capital One’s board considered. We also note that the issue, and related FDIC consent orders, appear to have the potential to impact the combined company after the completion of the merger. Add a risk factor that discusses the ongoing
remediation and compliance efforts by Discover and the extent to which Capital One may have ongoing governance and performance obligations and may be exposed to potential liability after the merger.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 37 and 38 of Amendment
No. 1.

10.
 We note that one of the synergies that the combined companies expect to accrue is the expansion of the use
of the PULSE network for Capital One debit cards. We also note that currently Discover is not subject to interchange fee limitations that apply to debit card transaction fees for other financial institutions. Please add a risk factor that clarifies
the extent to which the combined companies’ ability to realize the expected synergies could be impacted by any limitation of the current interchange fee exception.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on page 33 of Amendment No. 1.

 Integrating Discover’s business into Capital One may be more difficult, page 31

11.
 Given the significance of payment networks in facilitating transactions and the potential operational
synergies of leveraging Discover’s network, please revise this risk factor to clarify any factors that might hinder Capital One’s post-merger flexibility in migrating its debit and credit cards to Discover’s payment network, including
any existing contractual agreements, regulatory provisions or compliance obligations. In addition, please discuss the extent to which you would remain dependent on a competitor’s payment network during such migration.

 U.S. Securities and Exchange Commission

June 14, 2024

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 Response: In response to the Staff’s comment, Capital One has revised the
disclosure on page 34 of Amendment No. 1.

 Regulatory approvals may not be received, may take longer, page 32

12.
 Please revise this risk factor to include a detailed discussion of the potential risks and uncertainties
associated with obtaining regulatory approval, including any impact of recent regulatory actions. As nonexclusive examples, we note the recent extension of the public comment period by the Federal Reserve and the Office of the Comptroller of the
Currency in advance of scheduled hearings on the merger.

 Response: In response to the Staff’s
comment, Capital One has revised the disclosure on page 36 of Amendment No. 1.

 The shares of Capital One common stock to be received by
Discover, page 37

13.
 This risk factor does not discuss any particular risks to Discover shareholders due to the differences in
the shareholder rights that they currently enjoy and those of Capital One shareholders. To the extent that there are particular differences that either party believes creates a risk, revise this risk factor to highlight the differences and their
possible impact on Discover shareholders.

 Response: In response to the Staff’s comment, Capital
One has revised the disclosure on page 42 of Amendment No. 1.

 Background of the Mergers, page 54

14.
 Please revise and expand your background discussion to provide more detailed disclosure regarding key
negotiation considerations and how they changed over time. As a nonexclusive example, we note that after Capital One determined not to pursue the transaction with Discover, Mr. Crawford subsequently called Mr. Maheras indicating that
Capital One would be interested in resuming discussions. However, it is unclear why Capital One decided to resume negotiations. The Background also states that Mr. Crawford presented a proposal for a fixed exchange ratio of 1.0192, and
Mr. Maheras indicated that “he would further discuss Capital One’s updated proposed terms and the prospect of resuming discussions toward a potential transaction with the Discover board of directors.” Other than the exchange
ratio, you do not identify which other proposed terms were discussed or which party proposed such terms. Similarly, you indicate that, between February 13, 2024 and February 18, 2024, the parties continued their due diligence meetings and
negotiation of the terms of the potential transaction; however, you do not identify proposed terms discussed or how they evolved to be part of the final proposed transaction. As another non-exclusive example,
you refer to “additional inquiries” and “actionable inquiries” on page 55 but do not describe them or explain why they were not pursued.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 60 through 64 of Amendment
No. 1.

 U.S. Securities and Exchange Commission

June 14, 2024

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15.
 We note that in the November 22, 2023 meeting, the Discover director subgroup selected Morgan Stanley
and PJT Partners to provide financial advice. However, it is not clear what, if any, further service that Morgan Stanley provided in the rest of the narrative. Please clarify whether Morgan Stanley withdrew, or provided any advice to the Discover
board or director subgroup, including any participation in the meetings that considered and approved the merger agreement.

Response: In response to the Staff’s comment, Capital One has revised the disclosure on pages 61 and 64 of Amendment
No. 1.

 Capital One’s Reasons for the Mergers, page 60

16.
 We note that one of the potential risks the Capital One board evaluated in its decision to recommend the
merger with Discover was that “...Discover’s regulatory and compliance issues, including potential complications and costs relating to Discover’s publicly disclosed card product misclassification issue, are more difficult or more
expensive to resolve than currently expected.” We further note that Discover disclosed on page 28 of its Form 10-Q that it is in discussion with regulators and the SEC regarding the credit card
misclassification. Discover also disclosed that it has been named as a defendant in several lawsuits and believes additional material losses from these actions are probable. However, Discover also states on the same page that it is unable to make a
reasonable estimate of such losses. Please revise your disclosure to state whether the Capital One board considered the fact that Discover is unable to make a reasonable estimate of such losses in arriving at its recommendation.

 Response: In response to the Staff’s comment, Capital One