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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

September 3, 2024

 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

Amit Pande

Robert Arzonetti

Christian Windsor

Re:  

Capital One Financial Corporation

Amendment No. 2 to Registration Statement on Form S-4

Filed July 26, 2024

File No. 333-278812

 Dear Messrs. Henderson, Pande, Arzonetti and Windsor:

On behalf of our client, Capital One Financial Corporation (“Capital One”), we are providing the responses set forth below 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
August 6, 2024, with respect to the above-referenced Amendment No. 2 to the Registration Statement on Form S-4 (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 1 through 4 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.

 For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each
case by the response. Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

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

 U.S. Securities and Exchange Commission

September 3, 2024

  Page
 2

 Amendment No. 2 to Registration Statement on Form S-4

 Recent Developments

 Discover
Card Misclassification, page 17

1.
 Please provide a more detailed explanation of the card product misclassification matter, including the
cause, when it was first identified in the organization, how it was identified, and who identified it. Describe the significant terms of the contractual arrangements to which the card product misclassification matter relates, including the rights
and obligations of the parties. Specifically address circumstances when there is a breach, default, or billing dispute under the contract.

Response: Capital One respectfully acknowledges the Staff’s comment and respectfully advises the Staff that Discover has
provided its response in Annex A hereto.

2.
 Tell us when you first determined that your financial statements contained errors related to the card
product misclassification matter. Describe each error in further detail and the relevant accounting literature considered.

Response: Capital One respectfully acknowledges the Staff’s comment and respectfully advises the Staff that Discover has
provided its response in Annex A hereto.

3.
 Please tell us what control deficiencies were identified in connection with the card product
misclassification matter and explain whether the deficiencies related to the design or operating effectiveness of the controls. Additionally, please explain:

•

 how you assessed the severity of each control deficiency and describe the factors that affected the magnitude
of the misstatement that might result from the control deficiencies, including (i) the total monetary amount of the transactions exposed to the deficiency and (ii) the volume of activity in the class of transactions exposed to the
deficiency; and

•

 your plans to remediate the identified control deficiencies and the status of the remediation efforts.

 Response: Capital One respectfully acknowledges the Staff’s comment and respectfully advises the
Staff that Discover has provided its response in Annex A hereto.

4.
 We note your assertion that the card product misclassification relates to revenue recognized under ASC 606.
Provide a more fulsome explanation of the errors that existed in your application of ASC 606 and, by reference to the steps within ASC 606, how you quantified the ASC 606 error corrections. Include in your response, but do not limit it to the points
below. To the extent that there are different types of contracts or customers to which the ASC 606 errors relate, tailor your response to address those differences. Include specific citation to ASC 606 as necessary to explain your error correction.

•

 Identify for which of the five steps within ASC 606 your initial accounting was in error.

•

 Clarify and describe the unit of account within Step 1 of ASC 606 (e.g., a single contract, combined
contracts, etc.) to which the errors relate, describe each of the performance obligations within that contract, and identify the specific performance obligation(s) to which the errors relate.

•

 For the contracts identified in Step 1 of ASC 606 to which the error relates, explain how in both your initial
and corrected accounting you determined transaction price and allocated it to the performance obligations within the contract, explicitly identifying the differences between your initial and corrected accounting.

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

 U.S. Securities and Exchange Commission

September 3, 2024

  Page
 3

 Response: Capital One respectfully acknowledges the Staff’s comment and
respectfully advises the Staff that Discover has provided its response in Annex A hereto.

 * * * * * *

If you have any questions, please do not hesitate to contact me at (212) 403-1367, or my partner
Matthew M. Guest at (212) 403-1341.

Very truly yours,

/s/ Brandon C. Price

Brandon C. Price

cc:
 Matthew W. Cooper, General Counsel and Corporate Secretary, Capital One Financial Corporation

 Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

 CONFIDENTIAL TREATMENT
REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83)

 ANNEX A

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
“[***]”.

 September 3, 2024

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Michael Henderson

 
 Amit Pande

 
 Robert Arzonetti

 
 Christian Windsor

Re:
 Capital One Financial Corporation

 
 Amendment No. 2 to Registration Statement on Form S-4

 
 Filed July 26, 2024

 
 File No. 333-278812

Dear Messrs. Henderson, Pande, Arzonetti and Windsor:

 Discover
Financial Services (“Discover,” “our”), is pleased to provide this response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the
U.S. Securities and Exchange Commission set forth in its letter, dated August 6, 2024 with respect to the above-referenced Amendment No. 2 to the Registration Statement on Form S-4 (the
“Registration Statement”).

 For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed
in each case by our response.

 Amendment No. 2 to Registration Statement on Form S-4

Recent Developments

 Discover Card
Misclassification, page 17

1.
 Please provide a more detailed explanation of the card product misclassification matter, including the
cause, when it was first identified in the organization, how it was identified, and who identified it. Describe the significant terms of the contractual arrangements to which the card product misclassification matter relates, including the rights
and obligations of the parties. Specifically address circumstances when there is a breach, default, or billing dispute under the contract.

 CONFIDENTIAL TREATMENT
REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83)

 Response:

Introductory Overview

 Credit Card Transactions in
General

 The typical entities involved in a credit card transaction are: (1) the consumer, who elects to pay for a purchase with a credit card;
(2) the consumer’s issuing bank, which issues the credit card to the consumer and maintains the cardholder relationship; (3) the network, which facilitates the credit card transaction by communicating financial information from the
consumer’s issuing bank to the applicable acquirer and vice-versa; (4) the acquirer, which maintains the merchant relationship and acts as an intermediary between merchants and the network; and (5) the merchant, which agrees to accept
credit cards from consumers as payment for purchases and contracts with an acquirer to process those transactions. In some instances, merchants contract directly with the network to accept particular credit cards and there is no acquirer. These are
generally large merchants.

 When a merchant contracts directly with a network (i.e., there is not an acquirer between the merchant and the network), the
merchant generally is charged a transaction processing fee, referred to as merchant discount rate (“MDR”) or simply “merchant discount,” which ordinarily includes both variable and fixed elements. When a merchant contracts with
an acquirer, the merchant pays the fees that the acquirer charges for each transaction, a component of which generally is interchange that the network assesses. MDR typically will vary based on card product type (Consumer, Commercial, etc.), the
type of transaction (in-person vs. online), industry of merchant, and other factors.

 Discover’s Credit
Card Business

 The credit card business of Discover Financial Services (“DFS” or “Discover”) is conducted through two wholly-owned
subsidiaries: DFS Services LLC (“Discover Network”) and Discover Bank.

 Discover Bank issues Discover-branded credit cards to consumers. As an
issuer, Discover Bank is responsible for assigning individual Discover credit cards to the merchant discount and interchange “tiers” using the criteria set by Discover Network in its Credit Operating Regulations (“COR”), which
are the Discover Network Operating Regulations that apply to issuing banks.

 Discover Network is a system to route and settle transactions between
counterparties. Discover Network publishes and distributes Merchant Operating Regulations (“MOR”), Acquirer Operating Regulations (“AOR”), fee guides and manuals (“Fee Manuals”), technical specifications, and other
documents (collectively, “Program Documents”) that govern the relationships between Discover Network, merchants, and acquirers. The COR, MOR, and AOR, among other things, describe and define the different tiers that can be assigned to
credit cards issued on the Discover Network, which currently include different Commercial products (i.e., Business, Corporate) and different Consumer products (i.e., Core, Rewards, Premium, and Premium Plus). The Fee Manuals describe the MDRs and
interchange fees that direct merchants and acquirers pay when using the Discover Network for credit card transactions. Card pricing tier definitions do not differ between the respective pricing guidance for direct merchants and merchant acquirers.

 [***]

 Discover Network contracts directly with certain
merchants (“direct merchants”) and with acquirers. Direct merchants generally are large merchants; Discover Network contracts with direct merchants through a merchant services agreement, the MOR, and the other Program Documents. Acquirers
have relationships with both Discover Network and their merchant and payment intermediary clients; acquirers contract with DFS to submit transactions to Discover Network on behalf of their merchant and payment intermediary clients. Merchants who
contract (directly or through payment intermediaries) with acquirers, rather than directly with Discover Network, are referred to as third-party acquired merchants (“TPA merchants”).

 CONFIDENTIAL TREATMENT
REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83)

 Direct merchants receive the dollar value of their Discover Network transactions directly from Discover Network,
less the MDR. TPA merchants, on the other hand, receive the dollar value of their Discover Network transactions from their acquirer, less fees charged and determined by the acquirer (a component of which generally is interchange).1 [***]

 MDR and interchange income is collected as part of the settlement of card payment transactions
with merchants or acquirers, which generally occurs daily. The amount of fees assessed on each transaction is computed systematically based on the pricing tier associated with the cardholder, the type of transaction (e.g., retail, supermarket,
automated fuel dispenser, etc.) and conditions of the transaction (e.g., card-not-present, e-commerce, etc.) among other factors.

 Direct merchants receive monthly statements from Discover Network. TPA merchants [***] receive statements from the merchant acquirers with whom they have
a contractual relationship. Merchant acquirers receive statements from Discover Network daily through an online portal. Examples of billing statements for a merchant acquirer and a direct merchant are provided in Appendices A and B, respectively.

 [***] If Discover Network revises its card product definitions, it is obligated to provide notice to direct merchants and acquirers. Notification is made
through monthly bulletins and network releases. [***]

 As previously noted, Discover Bank, as the card issuer, is responsible for assigning credit cards
to merchant discount and interchange tiers. Discover Bank has flexibility within the rules imposed by Discover Network to place such cards into the tiers it deems appropriate based on the regulations and definitions.

When disagreements arise with respect to pricing, they are addressed pursuant to the MORs and AORs, each of which contains a Resolution of Disagreements
provision.

 [***]

 The Misclassification does not apply to
any product offered by Discover Bank or any affiliates other than credit cards.

 [***]

2.
 Tell us when you first determined that your financial statements contained errors related to the card
product misclassification matter. Describe each error in further detail and the relevant accounting literature considered.

Response: The response to Question 1 above provides the background and describes the root cause of the Misclassification.

[***]

 Concluding that an Accounting Error Had Occurred

 Discover considered the definition of an accounting error, which is “an error in recognition, measurement, presentation, or disclosure in
financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles (“GAAP”), or oversight or misuse of facts that existed at the time the financial statements were prepared. A
change from an accounting principle that is not generally accepted to one that is generally accepted is a correction of an error.” [***]

1
 The two basic forms of arrangement under which Discover Network is connected to merchants are through direct
merchant arrangements and TPA arrangements; however, there are other variations that exist, such as where a service provider serves as an intermediary between a merchant acquirer and end merchants.

 CONFIDENTIAL TREATMENT
REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83)

 Having determined that an accounting error had occurred, Disc