8-K/AExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K/A Report, Exhibit Filing (May 22, 2025)

Filed May 22, 2025For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corp. (COF) has filed an 8-K/A amendment to its previous filing, primarily to include significant financial information related to the acquisition of Discover Financial Services. This amendment furnishes the audited consolidated financial statements of Discover for the years ending December 31, 2024, 2023, and 2022, as well as unaudited financial statements for the quarterly period ended March 31, 2025. These disclosures are crucial for investors to understand the financial health and performance of the acquired entity, which will be integrated into Capital One's operations. Furthermore, the filing includes unaudited pro forma condensed combined financial statements. These pro forma statements present Capital One's financial position as of March 31, 2025, and its income statements for the three months ended March 31, 2025, and the full year ended December 31, 2024, as if the Discover acquisition had been completed earlier. This forward-looking financial data allows investors to better assess the potential combined financial impact and synergies of the transaction on Capital One's future performance.

Key Highlights

  • 1Capital One has formally filed amended financial statements and pro forma data related to its acquisition of Discover Financial Services.
  • 2Audited Discover financial statements for the years 2024, 2023, and 2022 are now publicly available as part of this filing.
  • 3Unaudited Discover financial statements for the first quarter of 2025 (ended March 31, 2025) have been provided.
  • 4Pro forma combined balance sheet for Capital One as of March 31, 2025, reflects the acquisition's impact.
  • 5Pro forma combined income statements for Capital One for Q1 2025 and full year 2024 are included, illustrating the transaction's potential effects.
  • 6The filing incorporates the consent of Deloitte & Touche LLP regarding Discover's financial statements.
  • 7This amendment provides essential data for investors to evaluate the financial implications of the Discover acquisition.

Frequently Asked Questions

The primary purpose of this 8-K/A filing is to provide investors with the necessary financial statements of Discover Financial Services, both audited historical statements and unaudited interim statements, and pro forma combined financial statements of Capital One, reflecting the anticipated impact of the Discover acquisition. This allows for a more comprehensive understanding of the transaction's financial implications.

The filing includes the audited consolidated financial statements of Discover for the fiscal years ended December 31, 2024, 2023, and 2022. It also includes the unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2025.

Pro forma financial statements are hypothetical statements that show how the combined entity might have performed if the acquisition of Discover had occurred at an earlier date. This filing includes a pro forma combined balance sheet as of March 31, 2025, and pro forma combined income statements for Q1 2025 and FY 2024, helping investors assess the potential financial position and performance of the merged company.

This filing provides critical data for investors to perform due diligence and assess the financial impact and potential value creation from Capital One's acquisition of Discover. By reviewing the historical financials of Discover and the pro forma combined statements, investors can gain a clearer picture of the combined entity's financial health, scale, and potential future profitability.