If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company anticipates that, when filed, the Form 10-Q will likely reflect re-allocations (the “Reallocations”) to prior periods of approximately $600 million of the charge to other expense recorded in the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 in respect of expected disbursements for counterparty restitution in connection with the card product
misclassification matter. Because the Reallocations would reverse a charge to other expense recorded for the three months ended March 31, 2024, this would result in an increase in pre-tax income by the same amount in the three months ended
March 31, 2024 and the nine months ended September 30, 2024.
As noted above, the Reallocations remain under review by the Company’s
accounting staff and its independent registered public accounting firm and may differ once reported in the Form 10-Q. The potential impact of the Reallocations on the Company’s previously filed historical
financial statements is still being assessed and the Company and its independent registered accounting firm have not made any determinations as of the date of this filing with respect to whether the Reallocations will also involve any potential
revisions or restatements of the Company’s previously filed historical financial statements. The Company does not expect any revisions to its previously filed historical financial statements other than to properly reflect the Reallocations.
Cautionary Note Regarding Forward Looking Statements:
This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future events or results to differ materially
from management’s current expectations include the risk that the filing of the Form 10-Q and/or revisions or restatements to the Company’s previously filed historical financial statements and/or the
declaration of effectiveness of the Registration Statement will take longer than expected or that the amount of the Reallocations will differ based on further review by the Company’s accounting staff and its independent registered accounting
firm. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.
Important Information About the Merger and Where to Find It
Capital One has filed the Registration Statement with the SEC to register the shares of Capital One’s common stock that will be issued to the
Company’s stockholders in connection with the Merger. The Registration Statement includes a preliminary joint proxy statement of Capital One and the Company that also constitutes a preliminary prospectus of Capital One. The definitive joint
proxy statement/prospectus will be sent to the stockholders of each of the Company and Capital One in connection with the Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN
THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Company or Capital One through the website maintained
by the SEC at http://www.sec.gov or by contacting the investor relations department of the Company or Capital One at:
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Discover Financial Services |
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Capital One Financial Corporation |
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2500 Lake Cook Road |
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1680 Capital One Drive |
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Riverwoods, IL 60015 |
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McLean, VA 22102 |
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Attention: Investor Relations |
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Attention: Investor Relations |
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investorrelations@discover.com |
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investorrelations@capitalone.com |
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(224) 405-4555 |
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(703) 720-1000 |
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Before making any voting or investment decision, investors and security holders of the Company and Capital One are urged to
read carefully the entire Registration Statement and joint proxy statement/prospectus, including any amendments thereto, because they contain important information about the Merger. Free copies of these documents may be obtained as described above.
Participants in Solicitation
The Company,
Capital One and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of the Company and Capital One in connection with the Merger. Information regarding the
directors and executive officers of the Company and Capital One and other persons who may be deemed participants in the solicitation of the stockholders of the Company or of Capital One in connection with the Merger will be included in the joint
proxy statement/prospectus related to the Merger, which will be filed by Capital One with the SEC. Information about the directors and executive officers of the Company and their ownership of the Company common stock can also be found in the
Company’s definitive proxy statement in connection with its 2024 annual meeting of stockholders, as filed with the SEC on March 15, 2024, as supplemented by the Company’s proxy statement supplement, as filed with the SEC on April 2, 2024,
and other documents subsequently filed by the Company with the SEC. Information about the directors and executive officers of Capital One and their ownership of Capital One common stock can also be found in Capital One’s definitive proxy
statement in connection with its 2024 annual meeting of stockholders, as filed with the SEC on March 20, 2024, and other documents subsequently filed by Capital One with the SEC. Additional information regarding the interests of such participants
will be included in the joint proxy statement/prospectus and other relevant documents regarding the Merger filed with the SEC when they become available.