Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers (as defined below), the Discover Student Loan Sale (as defined below), and the related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.

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 (i) Merger Sub merged with and into Discover, with Discover as the surviving entity in the merger (the “merger”); (ii) immediately following the merger, Discover, as the surviving entity, merged with and into Capital One, with Capital One as the surviving entity in the second-step merger (the “second step merger” and together with the merger, the “mergers”); and (iii) immediately following the second step merger, Discover Bank (“Discover Bank”), a Delaware-chartered bank and wholly owned subsidiary of Discover, merged with and into Capital One’s wholly owned national bank subsidiary, Capital One, National Association (“CONA”), with CONA as the surviving entity in the merger. The mergers were completed on May 18, 2025.

In accordance with the merger agreement, at the effective time of the merger (the “effective time”), each share of common stock, par value $0.01 per share, of Discover (“Discover common stock”) outstanding immediately prior to the effective time other than certain shares held by Capital One or Discover, was converted into the right to receive 1.0192 shares (the “exchange ratio”) of common stock, par value $0.01 per share, of Capital One (“Capital One common stock”). Holders of Discover common stock received cash in lieu of fractional shares of Capital One common stock.

In accordance with the merger agreement, at the effective time of the second step merger (the “second effective time”), (i) each share of Fixed-to-Floating Rate Non-Cumulative Perpetual preferred stock, Series C, par value $0.01 per share, of Discover (“Discover Series C preferred stock”) and (ii) each share of 6.125% Fixed-Rate Reset Non-Cumulative Perpetual preferred stock, Series D, par value $0.01 per share, of Discover (“Discover Series D preferred stock” and collectively with the Discover Series C preferred stock, the “Discover preferred stock”), outstanding immediately prior to the second effective time was converted into the right to receive one share of an applicable newly issued series of preferred stock of Capital One having terms that are not materially less favorable than the Discover Series C preferred stock or Discover Series D preferred stock, as applicable (“new Capital One preferred stock”).

In accordance with the merger agreement, at the effective time, (i) each outstanding Discover restricted stock unit award was converted into a corresponding award with respect to Capital One common stock, with the number of shares underlying such award adjusted based on the exchange ratio, and (ii) each outstanding Discover performance stock unit award was converted into a cash-based award, with the number of shares underlying such award determined based on the greater of target and actual performance for awards for which more than one year of the performance period has elapsed, and target performance for awards for which one year or less of the performance period has elapsed, with the per share cash amount determined using the product of the exchange ratio and the average of the closing sale prices of Capital One common stock for the five trading days ending on the day preceding the closing date of the mergers. Each such converted Capital One award will otherwise continue to be subject to the same terms and conditions as applied to the corresponding Discover equity award.

On July 17, 2024, Discover Bank entered into a purchase agreement with Santiago Holdings, LP (“Santiago Holdings”), an Ontario limited partnership and an affiliate of each of Carlyle and KKR, pursuant to which Discover Bank agreed to sell its private student loan portfolio to Santiago Holdings (the “Discover Student Loan Sale”), with Firstmark Services, a division of Nelnet Inc., assuming responsibility for servicing the portfolio upon the sale. The cash purchase consideration payable to Discover Bank in the transaction reflects the principal balance of the private

 

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student loan portfolio and a premium, plus any outstanding accrued and unpaid interest at each applicable student loan sale closing. The Discover Student Loan Sale was completed in multiple closings with the last occurring in the fourth quarter of 2024. A one-time gain of $450 million from the Discover Student Loan Sale was reflected in Discover’s historical financial statements for the year ended December 31, 2024.

The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2025 and the year ended December 31, 2024 combine the historical results of Capital One and Discover, giving effect to the mergers (including the issuance of shares of Capital One common stock and new Capital One preferred stock in the mergers) and the Discover Student Loan Sale, excluding the one-time gain resulting from the Discover Student Loan Sale, as if those transactions had occurred on January 1, 2024, the first day of Capital One’s fiscal year 2024. The unaudited pro forma condensed combined balance sheet as of March 31, 2025 combines the historical consolidated balance sheets of Capital One and Discover as of March 31, 2025, giving effect to the mergers (including the issuance of shares of Capital One common stock and new Capital One preferred stock in the mergers) as if the mergers had occurred on March 31, 2025.

Following the completion of the mergers, the Company sold approximately $10 billion of acquired debt securities (classified as Securities available for sale on the unaudited pro forma condensed combined balance sheet) in an effort to optimize liquidity and funding risk management objectives. The unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed income statements presented here within have not been adjusted to reflect any such completed or contemplated dispositions.

The historical consolidated financial statements of Capital One and Discover have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are necessary to account for the mergers (including the issuance of shares of Capital One common stock and new Capital One preferred stock in the mergers) and the Discover Student Loan Sale, excluding the one-time impact of the Discover Student Loan Sale, in accordance with U.S. GAAP. Certain reclassifications have also been made to conform the historical financial statement presentation of Discover to that of Capital One. The unaudited pro forma adjustments are based upon available information and certain assumptions that Capital One believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings due to operating efficiencies, or any other business changes or synergies that may result from the mergers or the Discover Student Loan Sale.

The following unaudited pro forma condensed combined financial information should be read in conjunction with:

 

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the accompanying notes to the unaudited pro forma condensed combined financial information;

 

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the separate historical unaudited consolidated financial statements of Capital One as of and for the three months ended March 31, 2025, and the related notes, included in Capital One’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025;

 

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the separate historical unaudited consolidated financial statements of Discover as of and for the three months ended March 31, 2025, and the related notes, included in Discover’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025;

 

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the separate historical audited consolidated financial statements of Capital One as of and for the fiscal year ended December 31, 2024, and the related notes, included in Capital One’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and

 

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the separate historical audited consolidated financial statements of Discover as of and for the fiscal year ended December 31, 2024, and the related notes, included in Discover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

 

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Accounting for the Mergers

The mergers are being accounted for as a business combination using the acquisition method with Capital One as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805 (“ASC 805”), Business Combinations. Under this method of accounting, the aggregate purchase consideration will be allocated to Discover’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the mergers. The process of valuing the net assets of Discover immediately prior to the mergers, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the purchase consideration and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the allocation of the purchase consideration and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision until a final determination of fair value of the assets acquired and liabilities assumed is performed. For more information, see “Note 1—Basis of Presentation”.

Generally, and unless indicated otherwise, financial data included in the unaudited pro forma condensed combined financial information is presented in millions of U.S. Dollars and has been prepared on the basis of U.S. GAAP and Capital One’s accounting policies.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the mergers (including the issuance of shares of Capital One common stock and new Capital One preferred stock in the mergers) and the Discover Student Loan Sale had been completed on the dates set forth above, nor is it indicative of the future results or financial position of Capital One following the mergers and the Discover Student Loan Sale. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. To the extent information was publicly available, such preliminary fair value estimates were corroborated against readily available information, inclusive of fair value marks disclosed on comparable portfolios of financial assets and liabilities. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2025

($ in millions)

 

		Capital One Historical				Discover Reclassed (Note 2)				Mergers Transaction Accounting Adjustments				Note 5				Pro Forma Combined
Assets:
Cash and cash equivalents
Cash and due from banks		$	4,108			$	851			$	(80	)			(a	)		$	4,879
Interest-bearing deposits and other short-term investments			44,465				15,100				—								59,565
Total cash and cash equivalents			48,573				15,951				(80	)							64,444
Restricted cash for securitization investors			392				970				—								1,362
Securities available for sale			84,362				15,417				(20	)			(b	)			99,759
Loans held for investment:
Unsecuritized loans held for investment			295,939				89,753				(1,235	)			(c	)			384,457
Loans held in consolidated trusts			27,659				27,650				446				(d	)			55,755
Total loans held for investment			323,598				117,403				(789	)							440,212
Allowance for credit losses			(15,899	)			(8,108	)			—				(e	)			(24,007	)
Net loans held for investment			307,699				109,295				(789	)							416,205
Loans held for sale			686				—				—								686
Premises and equipment, net			4,579				1,080				—								5,659
Interest receivable			2,599				970				—								3,569
Goodwill			15,070				255				19,597				(f	)			34,922
Other assets			29,644				3,976				8,074				(g	)			41,694
Total assets		$	493,604			$	147,914			$	26,782							$	668,300
Liabilities:
Interest payable		$	646			$	302			$	—							$	948
Deposits:
Non-interest-bearing deposits			26,500				1,600				—								28,100
Interest-bearing deposits			340,964				106,620				202				(h	)			447,786
Total deposits			367,464				108,220				202								475,886
Securitized debt obligations			11,716				7,237				(14	)			(i	)			18,939
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase			573				—				—								573
Senior and subordinated notes			29,459				6,778				141				(j	)			36,378
Other borrowings			25				523				—								548
Total other debt			30,057				7,301				141								37,499
Other liabilities			20,179				5,891				(19	)			(k	)			26,051
Total liabilities			430,062				128,951				310								559,323
Stockholders’ equity:
Preferred stock			—				—				—				(l	)			—
Common stock			7				6				(3	)			(l	)			10
Additional paid-in capital, net			36,693				5,734				21,294				(l	)			63,721
Retained earnings			65,616				34,478				(40,685	)			(l	)			59,409
Accumulated other comprehensive loss			(7,529	)			(152	)			152				(l	)			(7,529	)
Treasury stock, at cost			(31,245	)			(21,103	)			45,714				(l	)			(6,634	)
Total stockholders’ equity			63,542				18,963				26,472								108,977
Total liabilities and stockholders’ equity		$	493,604			$	147,914			$	26,782							$	668,300

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Three Months Ended March 31, 2025

($ in millions, except per share data)

 

		Capital One Historical				Discover Reclassed (Note 2)				Mergers Transaction Accounting Adjustments				Note 6				Pro Forma Combined
Interest income:
Loans, including loans held for sale		$	10,157			$	4,485			$	66				(a	)		$	14,708
Investment securities			770				143				—								913
Other			491				173				—								664
Total interest income			11,418				4,801				66								16,285
Interest expense:
Deposits			2,715				1,058				(17	)			(b	)			3,756
Securitized debt obligations			176				—				1				(c	)			177
Senior and subordinated notes			505				185				(12	)			(d	)			678
Other borrowings			9				—				—								9
Total interest expense			3,405				1,243				(28	)							4,620
Net interest income			8,013				3,558				94								11,665
Provision for credit losses			2,369				1,244				—				(e	)			3,613
Net interest income after provision for credit losses			5,644				2,314				94								8,052
Non-interest income:
Interchange fees, net			1,223				334				—								1,557
Service charges and other customer-related fees			509				335				—								844
Net securities gains (losses)			—				—				—								—
Other			255				24				—								279
Total non-interest income			1,987				693				—								2,680
Non-interest expense:
Salaries and associate benefits			2,546				735				—								3,281
Occupancy and equipment			615				24				—								639
Marketing			1,202				246				—								1,448
Professional services			437				289				—				(f	)			726
Communications and data processing			399				180				—								579
Amortization of intangibles			16				—				547				(g	)			563
Other			687				89				—								776
Total non-interest expense			5,902				1,563				547								8,012
Income from continuing operations before income taxes			1,729				1,444				(453	)							2,720
Income tax provision			325				340				(109	)			(h	)			556
Net income			1,404				1,104				(344	)							2,164
Dividends and undistributed earnings allocated to participating securities			(22	)			(4	)			—								(26	)
Preferred stock dividends			(57	)			(31	)			—								(88	)
Net income (loss) available to common stockholders		$	1,325			$	1,069			$	(344	)						$	2,050
Earnings:
Basic earnings per share		$	3.46												(i	)		$	3.21
Diluted earnings per share		$	3.45												(i	)		$	3.20
Weighted average common shares outstanding:
Basic			383.1												(i	)			639.6
Diluted			384.0												(i	)			640.5

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Year Ended December 31, 2024

($ in millions, except per share data)

 

		Capital One Historical				Discover Reclassed (Note 2)				Discover Student Loan Sale Transaction Accounting Adjustments				Note 4				Adjusted Discover Reclassed				Mergers Transaction Accounting Adjustments				Note 6				Pro Forma Combined
Interest income:
Loans, including loans held for sale		$	40,894			$	18,838			$	(800	)			(a	)		$	18,038			$	265				(a	)		$	59,197
Investment securities			2,873				521				—								521				—								3,394
Other			2,267				661				—								661				—								2,928
Total interest income			46,034				20,020				(800	)							19,220				265								65,519
Interest expense:
Deposits			11,493				4,772				—								4,772				(67	)			(b	)			16,198
Securitized debt obligations			958				—				—								—				5				(c	)			963
Senior and subordinated notes			2,333				933				—								933				(47	)			(d	)			3,219
Other borrowings			42				19				—								19				—								61
Total interest expense			14,826				5,724				—								5,724				(109	)							20,441
Net interest income			31,208				14,296				(800	)							13,496				374								45,078
Provision for credit losses			11,716				4,911				(53	)			(b	)			4,858				8,108				(e	)			24,682
Net interest income after provision for credit losses			19,492				9,385				(747	)							8,638				(7,734	)							20,396
Non-interest income:
Interchange fees, net			4,882				1,520				—								1,520				—								6,402
Service charges and other customer-related fees			1,976				1,333				—								1,333				—								3,309
Net securities gains (losses)			(35	)			—				—								—				—								(35	)
Other			1,081				761				—								761				—								1,842
Total non-interest income			7,904				3,614				—								3,614				—								11,518
Non-interest expense:
Salaries and associate benefits			9,398				2,824				—								2,824				—								12,222
Occupancy and equipment			2,366				93				—								93				—								2,459
Marketing			4,562				1,070				—								1,070				—								5,632
Professional services			1,610				1,274				—								1,274				80				(f	)			2,964
Communications and data processing			1,462				735				—								735				—								2,197
Amortization of intangibles			77				—				—								—				2,546				(g	)			2,623
Other			2,011				929				—								929				—								2,940
Total non-interest expense			21,486				6,925				—								6,925				2,626								31,037
Income from continuing operations before income taxes			5,910				6,074				(747	)							5,327				(10,360	)							877
Income tax provision			1,163				1,539				(181	)			(c	)			1,358				(2,507	)			(h	)			14
Income from continuing operations, net of tax			4,747				4,535				(566	)							3,969				(7,853	)							863
Dividends and undistributed earnings allocated to participating securities			(77	)			(27	)			—								(27	)			—								(104	)
Preferred stock dividends			(228	)			(62	)			—								(62	)			—								(290	)
Net income (loss) from continuing operations available to common stockholders		$	4,442			$	4,446			$	(566	)						$	3,880			$	(7,853	)						$	469
Earnings:
Basic earnings from continuing operations per share		$	11.60																								(i	)		$	0.73
Diluted earnings from continuing operations per share		$	11.58																								(i	)		$	0.73
Weighted average common shares outstanding:
Basic			382.7																								(i	)			639.2
Diluted			383.6																								(i	)			640.1

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X.

As discussed in Note 2, certain reclassifications were made to align Discover’s historical financial statement presentation with that of Capital One. Capital One is currently in the process of evaluating Discover’s accounting policies with the information currently available and has determined that no significant adjustments are necessary to conform Discover’s financial statements to the accounting policies used by Capital One. Therefore, the only changes noted herein are those related to presentation. As a result of this ongoing review and as more information becomes available, additional differences could be identified between the accounting policies of the two companies until finalized.

The unaudited pro forma condensed combined financial information relating to the mergers was prepared using the acquisition method of accounting in accordance with ASC 805, with Capital One as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of Capital One and Discover. Under ASC 805, assets acquired and liabilities assumed in a business combination are generally recognized and measured at their fair values as of the acquisition date, while transaction costs associated with the business combination incurred by Capital One are expensed as incurred. The excess of purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is recognized as goodwill. The unaudited pro forma condensed combined financial information also reflects the removal of the Discover student loans portfolio and related activity consistent with the terms of the Discover Student Loan Sale.

The allocation of the aggregate purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. As of May 22, 2025, Capital One has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of Discover’s assets acquired or liabilities assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Discover assets acquired and liabilities assumed are presented at their respective carrying amounts and should therefore be treated as preliminary. A final determination of the fair value of Discover’s assets and liabilities will be based on Discover’s actual assets and liabilities as of the closing date of the mergers. The allocation of the aggregate purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the mergers could differ materially from the preliminary estimate of the values of assets acquired and liabilities assumed. The final valuation will be based on the actual assets acquired, including net tangible and intangible assets of Discover existing at the acquisition date, and liabilities assumed.

The unaudited pro forma condensed combined balance sheet as of March 31, 2025, is presented as if Capital One’s acquisition of Discover had occurred on March 31, 2025 and combines the historical balance sheet of Capital One as of March 31, 2025, with the historical balance sheet of Discover as of March 31, 2025. The unaudited pro forma condensed combined statements of income for the three months ended March 31, and the year ended December 31, 2024 have been prepared as if the mergers and the Discover Student Loan Sale, excluding the one-time impact of the Discover Student Loan Sale, had occurred on January 1, 2024 and combines Capital One’s historical statements of income for the three months ended March 31, 2025 and the year ended December 31, 2024 with Discover’s historical statements of income for the three months ended March 31, 2025 and the year ended December 31, 2024, as adjusted for the Discover Student Loan Sale.

As noted previously, the unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the mergers or the Discover Student Loan Sale or any acquisition and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Capital One believes are reasonable under the circumstances. There are no material transactions between Capital One and Discover during the period presented. Accordingly, no adjustments are necessary to eliminate any such transactions.

 

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Note 2 – Conforming Accounting Policies and Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, Capital One performed a preliminary analysis of Discover’s financial information to identify differences in accounting policies as compared to those of Capital One and differences in financial statement presentation as compared to the presentation of Capital One. With the information currently available, Capital One is not aware of any differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. However, certain reclassification adjustments have been made to conform Discover’s historical financial statement presentation to Capital One’s historical financial statement presentation. As more information becomes available, Capital One will finalize the review of accounting policies and financial statement presentation, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

 

A.

The following items represent certain reclassification adjustments to conform Discover’s Historical Consolidated Balance Sheet presentation to Capital One’s Historical Consolidated Balance Sheet presentation, which have no impact on net assets and are summarized below (in millions):

 

Capital One Historical Consolidated Balance Sheet Line Items		Discover Historical Consolidated Balance Sheet Line Items		Discover As of March 31, 2025				Reclassification				Note 2A				Discover Reclassed As of March 31, 2025
Assets:
Cash and cash equivalents:
Cash and due from banks				$	—			$	851				(i)			$	851
Interest-bearing deposits and other short-term investments					—				15,100				(i), (iv)				15,100
		Cash and cash equivalents			11,865				(11,865	)			(i)				—
Total cash and cash equivalents					11,865				4,086								15,951
Restricted cash for securitization investors		Restricted cash			970				—								970
Securities available for sale		Investment securities			14,775				642				(iv)				15,417
Loans held for investment:
Unsecuritized loans held for investment					—				89,753				(ii)				89,753
Loans held in consolidated trusts					—				27,650				(ii)				27,650
		Loan receivables			117,403				(117,403	)			(ii)				—
Total loans held for investment					117,403				—								117,403
Allowance for credit losses		Allowance for credit losses			(8,108	)			—								(8,108	)
Net loans held for investment					109,295				—								109,295
Loans held for sale		Loans held-for-sale			—				—								—
Premises and equipment, net		Premises and equipment, net			1,080				—								1,080
Interest receivable					—				970				(iii)				970
Goodwill		Goodwill			255				—								255
Other assets		Other assets			4,946				(970	)			(iii)				3,976
		Other short-term investments			4,728				(4,728	)			(iv)				—
Total assets				$	147,914			$	—							$	147,914
Liabilities:
Interest payable				$	—			$	302				(v)			$	302
Deposits:
Non-interest-bearing deposits		Non-interest-bearing deposit accounts			1,600				—								1,600
Interest-bearing deposits		Interest-bearing deposit accounts			106,620				—								106,620
Total deposits					108,220				—								108,220
Securitized debt obligations					—				7,237				(vii)				7,237
Other debt:
Federal funds purchased and securities loaned or sold under agreements to repurchase					—				—								—
Senior and subordinated notes		Long-term borrowings			14,538				(7,760	)			(vi), (vii)				6,778
Other borrowings					—				523				(vi)				523
Total other debt					14,538				(7,237	)							7,301
Other liabilities		Accrued expenses and other liabilities			6,193				(302	)			(v)				5,891
Total liabilities					128,951				—								128,951

 

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Stockholders’ equity:
Preferred stock		Preferred Stock			1,056				(1,056	)			(viii	)			—
Common stock		Common Stock			6				—								6
Additional paid-in capital, net		Additional paid-in capital			4,678				1,056				(viii	)			5,734
Retained earnings		Retained earnings			34,478				—								34,478
Accumulated other comprehensive loss		Accumulated other comprehensive loss			(152	)			—								(152	)
Treasury stock, at cost		Treasury stock, at cost			(21,103	)			—								(21,103	)
Total stockholders’ equity					18,963				—								18,963
Total liabilities and stockholders’ equity				$	147,914			$	—							$	147,914

 

i.

To reclassify Discover’s Cash and cash equivalents balance into the two component line items presented by Capital One (Cash and due from banks and Interest-bearing deposits and other short-term investments).

 

ii.

To reclassify Discover’s Loan portfolio balance into the two component line items presented by Capital One (Unsecuritized loans held for investment and Loans held in consolidated trusts).

 

iii.

To reclassify $970 million of accrued interest receivable included within Other assets to Interest receivable.

 

iv.

To reclassify $4,728 million of Other short-term investments to Interest-bearing deposits and other short-term investments and Securities available for sale.

 

v.

To reclassify $302 million of accrued interest payable included within Other liabilities to Interest payable.

 

vi.

To reclassify $523 million of Federal Home Loan Bank advances included within Senior and subordinated notes to Other borrowings.

 

vii.

To reclassify $7,237 million of Long-term borrowings to Securitized debt obligations.

 

viii.

To reclassify $1,056 million of the excess Preferred stock over par, $0.01 per share, to Additional paid-in capital, net.

 

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B.

The following items represent certain reclassification adjustments to conform Discover’s Historical Consolidated Statement of Income presentation for the three months ended March 31, 2025 to Capital One’s Historical Consolidated Statement of Income presentation for the three months ended March 31, 2025, which have no impact on Net income and are summarized below (in millions):

 

Capital One Historical Consolidated Statement of Income Line Items		Discover Historical Consolidated Statement of Income Line Items		Discover Three Months Ended March 31, 2025				Reclassification				Note 2B				Discover Reclassed Three Months Ended March 31, 2025
Interest income:		Interest income
Loans, including loans held for sale		Credit card loans		$	3,979			$	506				(i)			$	4,485
		Other loans, including loans held-for-sale			506				(506	)			(i)				—
Investment securities		Investment securities			143				—								143
Other		Other interest income			173				—								173
Total interest income		Total interest income			4,801				—								4,801
Interest expense:		Interest expense
Deposits		Deposits			1,058				—								1,058
Securitized debt obligations					—				—								—
Senior and subordinated notes		Long-term borrowings			185				—								185
Other borrowings		Short-term borrowings			—				—								—
Total interest expense					1,243				—								1,243
Net interest income		Net interest income			3,558				—								3,558
Provision for credit losses		Provision for credit losses			1,244				—								1,244
Net interest income after provision for credit losses		Net interest income after provision for credit losses			2,314				—								2,314
Non-interest income:		Other income
Interchange fees, net		Discount and interchange revenue, net			334				—								334
Service charges and other customer-related fees					—				335				(ii)				335
		Protection products revenue			42				(42	)			(ii)				—
		Loan fee income			204				(204	)			(ii)				—
		Transaction processing revenue			89				(89	)			(ii)				—
Net securities gains (losses)					—				—								—
Other		Other income			24				—				(iii)				24
		(Losses) gains on equity investments			—				—				(iii)				—
Total non-interest income		Total other income			693				—								693
Non-interest expense:		Other expense
Salaries and associate benefits		Employee compensation and benefits			735				—								735
Occupancy and equipment		Premises and equipment			24				—								24
Marketing		Marketing and business development			246				—								246
Professional services		Professional fees			289				—								289
Communications and data processing		Information processing and communications			180				—								180
Amortization of intangibles					—				—								—
Other		Other expense			89				—								89
Total non-interest expense		Total other expense			1,563				—								1,563
Income from continuing operations before income taxes		Income before income taxes			1,444				—								1,444
Income tax provision		Income tax expense			340				—								340
Income from continuing operations, net of tax		Net income			1,104				—								1,104
Dividends and undistributed earnings allocated to participating securities		Income allocated to participating securities			(4	)			—								(4	)
Preferred stock dividends		Preferred stock dividends			(31	)			—								(31	)
Net income from continuing operations available to common stockholders		Net income allocated to common stockholders		$	1,069			$	—							$	1,069

 

10