Item 8.01 Other Events.
As previously announced, on February 19, 2024, Capital One Financial Corporation, a Delaware Corporation (Capital One or the
Company), entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Capital One, Discover Financial Services, a Delaware corporation (Discover) and Vega Merger Sub, Inc., a Delaware corporation
and a direct, wholly owned subsidiary of the Company (Merger Sub), pursuant to which (a) Merger Sub will merge with and into Discover, with Discover as the surviving entity in the merger (the Merger);
(b) immediately following the Merger, Discover will merge with and into Capital One, with Capital One as the surviving entity in the second-step merger (the Second Step Merger); and (c) immediately following the Second Step
Merger, Discover Bank, a Delaware-chartered and wholly owned subsidiary of Discover, will merge with and into Capital One, National Association, Capital Ones wholly owned national bank subsidiary (CONA), with CONA as the surviving
entity in the bank merger (collectively with the Merger and the Second Step Merger, the Transaction). The Merger Agreement was unanimously approved by the Boards of Directors of each of Capital One and Discover.
Capital One is filing: (i) as Exhibit 99.1 to this Current Report on Form 8-K (this Report),
Discovers audited consolidated financial statements as of December 31, 2023 and 2022, and for each of the fiscal years ended December 31, 2023, 2022 and 2021; (ii) as Exhibit 99.2 to this Report, the unaudited pro forma condensed
combined financial statements of Capital One and Discover, consisting of the unaudited pro forma condensed combined consolidated statement of income of Capital One and Discover for the twelve months ended December 31, 2023, giving effect to the
Transaction as if it had occurred on January 1, 2023, and the unaudited pro forma condensed combined consolidated balance sheet of Capital One and Discover as of December 31, 2023, giving effect to the Transaction as if it had occurred on
December 31, 2023; and (iii) as Exhibit 23.1 to this Report, the consent of Deloitte & Touche LLP, the independent registered public accounting firm of Discover.
All the pro forma financial statements and other pro forma information included in this Report has been prepared on the basis of certain assumptions and
estimates and is subject to other uncertainties and does not purport to reflect what Capital Ones actual results of operations or financial condition or this pro forma information would have been had the Transaction been consummated on the
dates assumed for purposes of such pro forma financial statements and information or to be indicative of Capital Ones financial condition, results of operations or metrics as of or for any future date or period.
This Report does not modify or update the consolidated financial statements of Capital One included in Capital Ones Annual Report on Form 10-K for the year ended December 31, 2023. This Report supplements and supersedes financial information that Capital One has previously disclosed in connection with the Transaction. The information referenced
in item (i) above was previously disclosed by Discover in its Annual Report on Form 10-K for the year ended December 31, 2023.
Forward Looking Statements
Information in this
communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the
benefits of the Transaction between Capital One Financial Corporation (Capital One) and Discover Financial Services (Discover), including future financial and operating results (including the anticipated impact of the
Transaction on Capital Ones and Discovers respective earnings and tangible book value), statements related to the expected timing of the completion of the Transaction, the combined companys plans, objectives, expectations and
intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as may, will, should, targets, scheduled, plans,
intends, goal, anticipates, expects, believes, forecasts, outlook, estimates, potential, or continue or negatives of such terms
or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Capital One or Discover to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue
synergies from the Transaction
1