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October 11, 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 comments.
Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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.
Recent Developments
Discover Card Misclassification, page 17
1. As it relates to Discover management s incorrect classification of
Consumer cards as
Commercial cards, and as we relayed in a telephone conference with
Discover s
management on October 2, 2024, we have considered the information
conveyed in
both your letter dated September 3, 2024 and during a conference call
with Discover s
management on September 17, 2024. Based on that information, we object
to the
Company s methodology for the correction of errors in the application
of ASC 605,
Revenue Recognition, as well as ASC 606, Revenue from Contracts with
Customers.
Please provide to us a revised analysis that reassesses the methodology
it has
employed to correct the revenue errors under ASC 250 related to the
incorrect
classification of Consumer cards as Commercial cards, including how you
propose to
correct your historical financial statements. The reassessment should
contemplate the
Consumer rates and tiers in effect during the respective periods and the
historical
October 11, 2024
Page 2
classification of properly classified Consumer cards in those respective
periods.
2. Explain whether any additional analysis is required under other relevant
GAAP and
provide us with a supporting analysis with specific citation to relevant
accounting
guidance. For example, this analysis should explain whether any
additional liabilities
were required to be recognized, the type of liability that results from
the revenue
correction (e.g., refund liability, financial liability, contingent
liability, etc.) as well as
the appropriateness of disclosures previously provided. This analysis
should also
address whether and how your subsequent accounting after the second
quarter of 2023
will be revised as a result of your reevaluation.
3. Provide a comprehensive materiality analysis, addressing both accounting
and
disclosure.
4. We acknowledge the October 4, 2024 letter provided by Discover Financial
Services,
in connection with our review of their December 31, 2023 Form 10-K, in
which
Discover s management confirms that they will also consider our
objection noted
above in responding to the comments in our letter dated September 20,
2024 related to
internal control over financial reporting.
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