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0001393612FALSE00013936122024-04-172024-04-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
Form 8-K  
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 2024
  
DISCOVER FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-33378
 
Delaware   36-2517428
(State or other jurisdiction
of incorporation)
  (IRS Employer
Identification No.)
2500 Lake Cook Road, Riverwoods, Illinois 60015
(Address of principal executive offices, including zip code)
(224) 405-0900
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share DFS New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.     Results of Operations and Financial Condition.
 
On April 17, 2024, Discover Financial Services (the “Company”) released financial information with respect to the quarter ended March 31, 2024. Copies of the press release, financial data supplement and financial results presentation containing this information are attached hereto as exhibits and incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.









Item 9.01.     Financial Statements and Exhibits.
  
(d) Exhibits  
Exhibit No.   Description
  Press Release of the Company dated April 17, 2024 containing financial information for the quarter ended March 31, 2024
Financial Data Supplement of the Company for the quarter and the Three Months Ended March 31, 2024
Financial Results Presentation of the Company for the quarter ended March 31, 2024
104 Cover Page Interactive Data File — the cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101)






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DISCOVER FINANCIAL SERVICES
Dated: April 17, 2024 By:
/s/ Hope D. Mehlman
Name: Hope D. Mehlman
Title: Executive Vice President, Chief Legal Officer, General Counsel and Secretary


EX-99.1 2 dfs-earningsreleasex1q24ex.htm EX-99.1 Document
                                              Exhibit 99.1
    
image2.jpg
DISCOVER FINANCIAL SERVICES REPORTS FIRST QUARTER 2024 NET INCOME OF $308 MILLION
OR $1.10 PER DILUTED SHARE

BOARD OF DIRECTORS DECLARES QUARTERLY COMMON STOCK DIVIDEND OF $0.70 PER SHARE

First Quarter 2024 Results
2024
2023(1)
YOY Change
Total loans, end of period (in billions) $126.6 $112.7 12%
Total revenue net of interest expense (in millions) $4,210 $3,742 13%
Total net charge-off rate 4.92% 2.72% 220 bps
Net income/(loss) (in millions) $308 $968 (68%)
Diluted EPS $1.10 $3.55 (69%)
Note(s)
1. The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023

Riverwoods, IL, April 17, 2024 - Discover Financial Services (NYSE: DFS) today reported net income of $308 million or $1.10 per diluted share for the first quarter of 2024, as compared to a net income of $968 million or $3.55 per diluted share for the first quarter of 2023.

“Our first quarter results showed good loan growth, net interest margin expansion, and stabilizing delinquencies, while expenses were elevated due to our action to advance the resolution of our card misclassification issue,” said Michael Shepherd, Discover’s Interim CEO and President. “These results underscore the continued strength of our underlying operating model and our focus on enhancing our risk management and compliance foundation. We look forward to our merger with Capital One, which will create a leading banking and payments organization, grounded on commitment to an outstanding customer experience and the communities we serve."

Segment Results

Digital Banking

Digital Banking pretax income of $322 million for the quarter was $888 million lower than the prior year period reflecting an increase to our card misclassification remediation reserve, higher provision for credit losses and higher operating expenses, partially offset by increased revenue net of interest expense.

Total loans ended the quarter at $126.6 billion, up 12% year-over-year, and down 1% sequentially. Credit card loans ended the quarter at $99.5 billion, up 11% year-over-year. Personal loans increased $1.7 billion, or 21%, and private student loans were flat. The organic student loan portfolio, which excludes purchased loans, increased $123 million, or 1% year-over-year.

Net interest income for the quarter increased $355 million, or 11%, driven by higher average receivables partially offset by net interest margin compression. Net interest margin was 11.03%, down 31 basis points versus the prior year. Card yield was 15.79%, up 73 basis points from the prior year primarily driven by higher prime rate and lower payment rates, partially offset by higher interest charge-offs. Interest expense as a percent of total loans increased 120 basis points from the prior year period, primarily driven by higher funding costs.

Non-interest income increased $69 million, or 13%, from the prior year period reflecting higher discount / interchange revenue from an improved volume mix and lower rewards cost, and higher loan fee income.




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The total net charge-off rate of 4.92% was 220 basis points higher versus the prior year period reflecting continued seasoning of recent vintages with higher delinquency trends. The credit card net charge-off rate was 5.66%, up 256 basis points from the prior year period and up 98 basis points from the prior quarter. The 30+ day delinquency rate for credit card loans was 3.83%, up 107 basis points year-over-year and down 4 basis points from the prior quarter. The student loan net charge-off rate was 1.58%, up 54 basis points from the prior year and up 6 basis points from the prior quarter. Personal loans net charge-off rate of 4.02% was up 208 basis points from the prior year and up 63 basis points from the prior quarter.

Provision for credit losses of $1.5 billion increased $395 million from the prior year quarter driven by an $806 million increase in net-charge offs partially offset by a $410 million lower reserve build.

Total operating expenses were up $917 million year-over-year, or 68%. Other expense was up due to a $799 million increase to the card misclassification remediation reserve. Professional fees were up due to investments in compliance and risk management and higher recovery fees. Employee compensation increased from higher technology resources and severance expense while information processing increased due to technology investments.

Payment Services

Payment Services pretax income of $82 million was up $35 million year-over-year primarily driven by increased PULSE revenue and first quarter 2023 net losses on equity investments.

Payment Services volume was $100.3 billion, up 18% from the prior year period. PULSE dollar volume was up 21% primarily driven by increased debit transaction volume. Diners Club volume was up 11% year-over-year reflecting continued strength across most regions. Network Partners volume increased 4% from the prior year primarily reflecting higher AribaPay volume.

Dividend Declaration

The Board of Directors of Discover Financial Services declared a quarterly cash dividend of $0.70 per share of common stock payable on June 6, 2024, to holders of record at the close of business on May 23, 2024.

Conference Call and Webcast Information

The company will host a conference call to discuss its fourth quarter results on Thursday, April 18, 2024, at 7:00 a.m. Central Time. Interested parties can listen to the conference call via a live audio webcast at https://investorrelations.discover.com.

About Discover

Discover Financial Services (NYSE: DFS) is a digital banking and payment services company with one of the most recognized brands in U.S. financial services. Since its inception in 1986, the company has become one of the largest card issuers in the United States. The company issues the Discover® card, America's cash rewards pioneer, and offers private student loans, personal loans, home loans, checking and savings accounts and certificates of deposit through its banking business. It operates the Discover Global Network® comprised of Discover Network, with millions of merchants and cash access locations; PULSE®, one of the nation's leading ATM/debit networks; and Diners Club International®, a global payments network with acceptance around the world. For more information, visit www.discover.com/company.

Contacts
Investors:                Media:
Eric Wasserstrom, 224-405-4555        Matthew Towson, 224-405-5649
investorrelations@discover.com        matthewtowson@discover.com



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A financial summary follows. Financial, statistical, and business related information, as well as information regarding business and segment trends, is included in the financial supplement filed as Exhibit 99.2 to the company's Current Report on Form 8-K filed today with the Securities and Exchange Commission (“SEC”). Both the earnings release and the financial supplement are available online at the SEC's website (http://www.sec.gov) and the company's website (https://investorrelations.discover.com).

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which speak to our expected business and financial performance, among other matters, contain words such as "believe," "expect," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "forecast," and similar expressions. Such statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. These forward-looking statements speak only as of the date of this press release and there is no undertaking to update or revise them as more information becomes available. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: changes in economic variables, such as the availability of consumer credit, the housing market, energy costs, the number and size of personal bankruptcy filings, the rate of unemployment, the levels of consumer confidence and consumer debt and investor sentiment; the impact of current, pending and future legislation, regulation, supervisory guidance and regulatory and legal actions, including, but not limited to, those related to accounting guidance, tax reform, financial regulatory reform, consumer financial services practices, anti-corruption and funding, capital and liquidity; risks related to the proposed merger with Capital One Financial Corporation (“Capital One”) including, among others, (i) failure to complete the merger with Capital One or unexpected delays related to the merger or the inability of the parties to obtain regulatory approvals or satisfy other closing conditions required to complete the merger, (ii) regulatory approvals resulting in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction, (iii) diversion of management’s attention from ongoing business operations and opportunities, (iv) cost and revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (v) the integration of each party’s management, personnel and operations will not be successfully achieved or may be materially delayed or will be more costly or difficult than expected, (vi) deposit attrition, customer or employee loss and/or revenue loss as a result of the announcement of the proposed merger, (vii) expenses related to the proposed merger being greater than expected, and (viii) shareholder litigation that could prevent or delay the closing of the proposed merger or otherwise negatively impact our business and operations; the actions and initiatives of current and potential competitors; our ability to manage our expenses; our ability to successfully achieve card acceptance across our networks and maintain relationships with network participants and merchants; our ability to sustain our card and personal loan growth; our ability to complete the proposed sale of the Discover Financial Services’ (“Discover”) Student Loan portfolio; our ability to increase or sustain Discover card usage or attract new customers; difficulty obtaining regulatory approval for, financing, closing, transitioning, integrating or managing the expenses of acquisitions of or investments in new businesses, products or technologies; our ability to manage our credit risk, market risk, liquidity risk, operational risk, compliance and legal risk and strategic risk; the availability and cost of funding and capital; access to deposit, securitization, equity, debt and credit markets; the impact of rating agency actions; the level and volatility of equity prices, commodity prices and interest rates, currency values, investments, other market fluctuations and other market indices; losses in our investment portfolio; limits on our ability to pay dividends and repurchase our common stock; limits on our ability to receive payments from our subsidiaries; fraudulent activities or material security breaches of our or others' key systems; our ability to remain organizationally effective; our ability to maintain relationships with merchants; the effect of political, economic and market conditions, geopolitical events, climate change, pandemics and unforeseen or catastrophic events; our ability to introduce new products and services; our ability to manage our relationships with third-party vendors, as well as those with which we have no direct relationship such as our employees' internet service providers; our ability to maintain current technology and integrate new and acquired systems and technology; our ability to collect amounts for disputed transactions from merchants and merchant acquirers; our ability to attract and retain employees; our ability to protect our reputation and our intellectual property; our ability to comply with regulatory requirements; and new lawsuits, investigations or similar matters or unanticipated developments related to current matters. We routinely evaluate and may pursue acquisitions of, investments in or divestitures from businesses, products, technologies, loan portfolios or deposits, which may involve payment in cash or our debt or equity securities.

Additional factors that could cause the company's results to differ materially from those described in the forward-looking statements can be found under “Risk Factors,” “Business - Competition,” “Business - Supervision and Regulation” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company's Annual Report on Form 10-K for the year ended December 31, 2023, which is filed with the SEC and available at the SEC's internet site (http://www.sec.gov) and subsequent reports on Forms 8-K and 10-Q, including the company's Current Report on Form 8-K filed today with the SEC.



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Important Information About the Transaction and Where to Find It

Capital One intends to file a registration statement on Form S-4 with the SEC to register the shares of Capital One’s common stock that will be issued to Discover stockholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of Capital One and Discover that also constitutes a prospectus of Capital One. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of Discover and Capital One in connection with the proposed transaction. 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 SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Discover or Capital One through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Discover or Capital One at:

Discover Financial Services Capital One Financial Corporation
2500 Lake Cook Road 1680 Capital One Drive
Riverwoods, IL 60015 McLean, VA 22102
Attention: Investor Relations Attention: Investor Relations
investorrelations@discover.com
(224) 405-4555
investorrelations@capitalone.com
(703) 720-1000

Before making any voting or investment decision, investors and security holders of Discover and Capital One are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.


Participants in Solicitation

Discover, 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 Discover and Capital One in connection with the transaction. Information regarding the directors and executive officers of Discover and Capital One and other persons who may be deemed participants in the solicitation of the stockholders of Discover or of Capital One in connection with the transaction will be included in the joint proxy statement/prospectus related to the proposed transaction, which will be filed by Capital One with the SEC. Information about the directors and executive officers of Discover and their ownership of Discover common stock can also be found in Discover’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 Discover’s proxy statement supplement, as filed with the SEC on April 2, 2024, and other documents subsequently filed by Discover 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 proposed transaction filed with the SEC when they become available.

EX-99.2 3 dfs20240331ex992.htm EX-99.2 Document

DISCOVER FINANCIAL SERVICES Exhibit 99.2
EARNINGS SUMMARY
(unaudited, in millions, except per share statistics)
  Quarter Ended
  Mar 31,
2024
Dec 31,
2023
Sep 30,
2023
Jun 30,
2023
Mar 31,
20231
Mar 31, 2024 vs. Mar 31, 2023
EARNINGS SUMMARY              
Interest Income $4,948  $4,868  $4,610  $4,290  $4,077  $871  21  %
Interest Expense 1,461  1,400  1,288  1,113  945  516  55  %
Net Interest Income 3,487  3,468  3,322  3,177  3,132  355  11  %
Discount/Interchange Revenue 1,074  1,158  1,164  1,158  1,046  28  %
Rewards Cost 703  788  787  788  716  (13) (2  %)
Discount and Interchange Revenue, net 371  370  377  370  330  41  12  %
Protection Products Revenue 42  43  42  44  43  (1) (2  %)
Loan Fee Income 200  217  194  186  166  34  20  %
Transaction Processing Revenue 87  82  82  72  67  20  30  %
Gains (Losses) on Equity Investments —  (18) 18  100  %
Other Income 23  14  21  28  22  %
Total Non-Interest Income 723  728  722  701  610  113  19  %
Revenue Net of Interest Expense 4,210  4,196  4,044  3,878  3,742  468  13  %
Provision for Credit Losses 1,497  1,909  1,702  1,305  1,102  395  36  %
Employee Compensation and Benefits 671  646  575  588  625  46  %
Marketing and Business Development 250  372  283  268  241  %
Information Processing & Communications 163  170  149  150  139  24  17  %
Professional Fees 292  312  281  216  232  60  26  %
Premises and Equipment 20  25  22  20  22  (2) (9  %)
Other Expense 913  250  144  162  124  789  NM
Total Operating Expense 2,309  1,775  1,454  1,404  1,383  926  67  %
Income/ (Loss) Before Income Taxes 404  512  888  1,169  1,257  (853) (68  %)
Tax Expense 96  124  205  268  289  (193) (67  %)
Net Income/ (Loss) $308  $388  $683  $901  $968  ($660) (68  %)
Net Income/ (Loss) Allocated to Common Stockholders $274  $386  $647  $895  $931  ($657) (71  %)
Effective Tax Rate 23.7  % 24.0  % 23.1  % 23.0  % 23.0  %
Net Interest Margin 11.03  % 10.98  % 10.95  % 11.06  % 11.34  % (31) bps
Operating Efficiency 54.9  % 42.3  % 36.0  % 36.2  % 36.9  % 1,800  bps
ROE % 11  % 19  % 26  % 27  %
ROCE % 11  % 20  % 28  % 28  %
Capital Returned to Common Stockholders $180  $144  $169  $864  $1,365  ($1,185) (87  %)
Payout Ratio 66  % 37  % 26  % 97  % 147  %
Ending Common Shares Outstanding 251  250  250  250  257  (6) (2  %)
Weighted Average Common Shares Outstanding 250  250  250  253  262  (12) (5  %)
Weighted Average Common Shares Outstanding (fully diluted) 250  250  250  253  262  (12) (5  %)
PER SHARE STATISTICS              
Basic EPS $1.10  $1.54  $2.59  $3.54  $3.55  ($2.45) (69  %)
Diluted EPS $1.10  $1.54  $2.59  $3.54  $3.55  ($2.45) (69  %)
Common Dividends Declared Per Share $0.70  $0.70  $0.70  $0.70  $0.60  $0.10  17  %
Common Stock Price (period end) $131.09  $112.40  $86.63  $116.85  $98.84  $32.25  33  %
Book Value per share $58.74  $59.29  $56.93  $55.44  $54.79  $3.95  %
1 The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023.
  Note: See Glossary of Financial Terms for definitions of financial terms



DISCOVER FINANCIAL SERVICES
BALANCE SHEET SUMMARY
(unaudited, in millions)
  Quarter Ended    
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023
Mar 31, 20231
Mar 31, 2024 vs. Mar 31, 2023
BALANCE SHEET SUMMARY              
Assets              
Cash and Investment Securities $27,965  $25,383  $22,569  $22,110  $22,411  $5,554  25  %
Total Loan Receivables 126,555  128,409  122,676  117,906  112,674  13,881  12  %
Allowance for Credit Losses (9,258) (9,283) (8,665) (8,064) (7,691) (1,567) (20  %)
Net Loan Receivables 117,297  119,126  114,011  109,842  104,983  12,314  12  %
Premises and Equipment, net 1,107  1,091  1,084  1,053  1,031  76  %
Goodwill and Intangible Assets, net 255  255  255  255  255  —  —  %
Other Assets 6,065  5,667  5,513  4,822  4,461  1,604  36  %
Total Assets $152,689  $151,522  $143,432  $138,082  $133,141  $19,548  15  %
Liabilities & Stockholders' Equity              
           Certificates of Deposits 2
25,921 24,151  21,755  21,020  18,965  6,956  37  %
           Savings, Money Market, and Other Deposits 2, 3
61,412  59,882  59,501  56,326  56,389  5,023  %
Total Direct to Consumer Deposits 2, 3
87,333  84,033  81,256  77,346  75,354  11,979  16  %
Brokered Deposits and Other Deposits 23,097  24,898  22,763  21,641  20,386  2,711  13  %
Deposits 110,430  108,931  104,019  98,987  95,740  14,690  15  %
   Securitized Borrowings 4
10,933  11,743  10,889  11,216  9,095  1,838  20  %
   Other Borrowings 4
9,542  9,588  8,578  9,060  9,068  474  %
Borrowings 20,475  21,331  19,467  20,276  18,163  2,312  13  %
Accrued Expenses and Other Liabilities 7,064  6,432  5,710  4,963  5,178  1,886  36  %
Total Liabilities 137,969  136,694  129,196  124,226  119,081  18,888  16  %
Total Equity 14,720  14,828  14,236  13,856  14,060  660  %
Total Liabilities and Stockholders' Equity $152,689  $151,522  $143,432  $138,082  $133,141  $19,548  15  %
LIQUIDITY              
Liquidity Portfolio $25,739  $23,254  $21,186  $20,895  $21,450  $4,289  20  %
Private Asset-backed Securitizations 3,500  2,750  3,500  3,500  3,500  —  —  %
Federal Home Loan Bank Borrowing Capacity 3,087  2,551  2,202  2,372  2,056  1,031  50  %
Federal Reserve Discount Window  5
41,710  41,199  48,658  45,936  43,780  (2,070) (5  %)
Undrawn Credit Facilities 5
48,297  46,500  54,360  51,808  49,336  (1,039) (2  %)
Total Liquidity $74,036 $69,754 $75,546 $72,703 $70,786 $3,250 %
1 The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023.
2 Includes Affinity relationships
3 Savings, Money Market, and Other Deposits and reflects both interest-bearing and non-interest bearing direct to consumer deposits
4 Includes short-term and long-term borrowings
5 Excludes investments pledged to the Federal Reserve, which is included within the liquidity portfolio
Note: See Glossary of Financial Terms for definitions of financial terms



DISCOVER FINANCIAL SERVICES
BALANCE SHEET STATISTICS
(unaudited, in millions)
  Quarter Ended    
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023
Mar 31, 20231
Mar 31, 2024 vs. Mar 31, 2023
BALANCE SHEET STATISTICS              
Total Common Equity $13,664  $13,772  $13,180  $12,800  $13,004  $660  %
Total Common Equity/Total Assets 8.9  % 9.1  % 9.2  % 9.3  % 9.8  %
Total Common Equity/Net Loans 11.6  % 11.6  % 11.6  % 11.7  % 12.4  %
Tangible Assets $152,434  $151,267  $143,177  $137,827  $132,886  $19,548  15  %
Tangible Common Equity 2
$13,409  $13,517  $12,925  $12,545  $12,749  $660  %
Tangible Common Equity/Tangible Assets 2
8.8  % 8.9  % 9.0  % 9.1  % 9.6  %
Tangible Common Equity/Net Loans 2
11.4  % 11.3  % 11.3  % 11.4  % 12.1  %
Tangible Common Equity per share  2
$53.51  $54.04  $51.69  $50.19  $49.68  $3.83  %
Basel III
Quarter Ended
REGULATORY CAPITAL RATIOS 3
Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023
Mar 31, 20231
   
Total Risk Based Capital Ratio 13.3  % 13.7  % 14.1  % 14.3  % 14.7  %    
Tier 1 Risk Based Capital Ratio 11.7  % 12.1  % 12.5  % 12.5  % 13.0  %    
Tier 1 Leverage Ratio 10.1  % 10.7  % 11.0  % 11.1  % 11.4  %    
Common Equity Tier 1 Capital Ratio 10.9  % 11.3  % 11.6  % 11.7  % 12.1  %
1 The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023.
2 Tangible Common Equity ("TCE") is a non-GAAP measure. The Company believes TCE is a more meaningful measure to investors of the net asset value of the Company. For corresponding reconciliation of TCE to a GAAP financial measure see Reconciliation of GAAP to non-GAAP Data schedule
3 Based on the final rule published September 30, 2020. Capital ratios reflect delay in the recognition of the impact of CECL reserves on regulatory capital for two years in accordance with the final rule
  Note: See Glossary of Financial Terms for definitions of financial terms




DISCOVER FINANCIAL SERVICES
AVERAGE BALANCE SHEET
(unaudited, in millions)
  Quarter Ended    
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Mar 31, 2024 vs. Mar 31, 2023
AVERAGE BALANCES              
Assets              
Cash and Investment Securities $25,662  $22,448  $21,210  $21,251  $19,579  $6,083  31  %
Restricted Cash 558  104  238  75  588  (30) (5  %)
Credit Card Loans 100,310  99,610  95,796  91,825  89,460  10,850  12  %
Private Student Loans 10,577  10,369  10,274  10,343  10,546  31  —  %
Personal Loans 10,004  9,754  9,368  8,744  8,155  1,849  23  %
Other Loans 6,235  5,654  4,942  4,347  3,888  2,347  60  %
Total Loans 127,126  125,387  120,380  115,259  112,049  15,077  13  %
Total Interest Earning Assets 153,346  147,939  141,828  136,585  132,216  21,130  16  %
Allowance for Credit Losses (9,279) (8,668) (8,063) (7,691) (7,307) (1,972) (27  %)
Other Assets 7,709  7,462  7,116  6,668  6,494  1,215  19  %
Total Assets $151,776  $146,733  $140,881  $135,562  $131,403  $20,373  16  %
Liabilities and Stockholders' Equity              
Non-Interest-bearing Direct to Consumer Deposits 1
$1,037  $987  $961  $985  $1,023  $14  %
                       Certificates of Deposits 1
25,625  22,496  21,473  20,159  17,565  8,060  46  %
                       Savings, Money Market, and Other Deposits 1
59,212  58,766  56,797  54,776  54,386  4,826  %
Interest-bearing Direct to Consumer Deposits 1
84,837  81,262  78,270  74,935  71,951  12,886  18  %
Brokered Deposits and Other Deposits 23,792  23,271  21,336  20,457  19,267  4,525  23  %
Total Interest-bearing Deposits 108,629  104,533  99,606  95,392  91,218  17,411  19  %
Securitized Borrowings 2
11,340  11,045  11,161  10,214  9,667  1,673  17  %
Other Borrowings 2
9,572  9,228  8,873  9,070  9,372  200  %
Total Interest-bearing Liabilities 129,541  124,806  119,640  114,676  110,257  19,284  17  %
Other Liabilities & Stockholders' Equity 21,198  20,940  20,280  19,901  20,123  1,075  %
Total Liabilities and Stockholders' Equity $151,776  $146,733  $140,881  $135,562  $131,403  $20,373  16  %
AVERAGE YIELD              
Assets              
Cash and Investment Securities 4.51  % 4.36  % 4.19  % 4.08  % 3.89  % 62  bps
Restricted Cash 7.03  % 16.71  % 10.65  % 10.27  % 4.05  % 298  bps
Credit Card Loans 15.79  % 15.63  % 15.43  % 15.14  % 15.06  % 73  bps
Private Student Loans 10.04  % 10.16  % 10.11  % 9.87  % 9.68  % 36  bps
Personal Loans 13.40  % 13.20  % 12.94  % 12.72  % 12.35  % 105  bps
Other Loans 7.39  % 7.14  % 6.95  % 6.81  % 6.64  % 75  bps
Total Loans 14.71  % 14.61  % 14.44  % 14.17  % 14.06  % 65  bps
Total Interest Earning Assets 12.98  % 13.05  % 12.90  % 12.60  % 12.51  % 47  bps
AVERAGE RATES
Liabilities and Stockholders' Equity              
                       Certificates of Deposits 1
4.53  % 4.24  % 3.84  % 3.35  % 2.65  % 188  bps
                       Savings, Money Market, and Other Deposits 1
4.35  % 4.39  % 4.30  % 3.84  % 3.41  % 94  bps
Interest-bearing Direct to Consumer Deposits 1
4.41  % 4.35  % 4.18  % 3.71  % 3.23  % 118  bps
Brokered Deposits and Other Deposits 4.75  % 4.64  % 4.43  % 4.15  % 3.87  % 88  bps
Total Interest-bearing Deposits 4.48  % 4.41  % 4.23  % 3.80  % 3.36  % 112  bps
Securitized Borrowings 2
4.71  % 4.68  % 4.60  % 4.24  % 3.67  % 104  bps
Other Borrowings 2
4.94  % 4.55  % 4.32  % 4.43  % 4.40  % 54  bps
Total Interest-bearing Liabilities 4.54  % 4.45  % 4.27  % 3.89  % 3.48  % 106  bps
Net Interest Margin 11.03  % 10.98  % 10.95  % 11.06  % 11.34  % (31) bps
Net Yield on Interest-earning Assets 9.15  % 9.30  % 9.29  % 9.33  % 9.61  % (46) bps
1 Includes Affinity relationships
2 Includes short-term and long-term borrowings
Note: See Glossary of Financial Terms for definitions of financial terms



DISCOVER FINANCIAL SERVICES
LOAN STATISTICS
(unaudited, in millions)
  Quarter Ended    
  Mar 31,
2024
Dec 31,
2023
Sep 30,
2023
Jun 30,
2023
Mar 31,
2023
Mar 31, 2024 vs. Mar 31, 2023
TOTAL LOAN RECEIVABLES              
Ending Loans 1
$126,555  $128,409  $122,676  $117,906  $112,674  $13,881  12  %
Average Loans 1
$127,126  $125,387  $120,380  $115,259  $112,049  $15,077  13  %
Interest Yield 14.71  % 14.61  % 14.44  % 14.17  % 14.06  % 65  bps
Gross Principal Charge-off Rate 5.74  % 4.82  % 4.24  % 4.01  % 3.50  % 224  bps
Net Principal Charge-off Rate 4.92  % 4.11  % 3.52  % 3.22  % 2.72  % 220  bps
Delinquency Rate (30 or more days) 3.38  % 3.45  % 3.06  % 2.57  % 2.48  % 90  bps
Delinquency Rate (90 or more days) 1.64  % 1.59  % 1.34  % 1.16  % 1.14  % 50  bps
Gross Principal Charge-off Dollars $1,812  $1,521  $1,287  $1,153  $966  $846  88  %
Net Principal Charge-off Dollars $1,556  $1,298  $1,070  $924  $750  $806  107  %
Net Interest and Fee Charge-off Dollars $348  $279  $223  $202  $169  $179  106  %
Loans Delinquent 30 or more days $4,282  $4,427  $3,756  $3,027  $2,791  $1,491  53  %
Loans Delinquent 90 or more days $2,079  $2,045  $1,637  $1,361  $1,290  $789  61  %
Allowance for Credit Losses (period end) $9,258  $9,283  $8,665  $8,064  $7,691  $1,567  20  %
Reserve Change Build/ (Release) 2
($25) $618  $601  $373  $385  ($410)
Reserve Rate 7.32  % 7.23  % 7.06  % 6.84  % 6.83  % 49  bps
CREDIT CARD LOANS              
Ending Loans $99,475  $102,259  $97,389  $93,955  $89,755  $9,720  11  %
Average Loans $100,310  $99,610  $95,796  $91,825  $89,460  $10,850  12  %
Interest Yield 15.79  % 15.63  % 15.43  % 15.14  % 15.06  % 73  bps
Gross Principal Charge-off Rate 6.61  % 5.50  % 4.85  % 4.59  % 3.99  % 262  bps
Net Principal Charge-off Rate 5.66  % 4.68  % 4.03  % 3.68  % 3.10  % 256  bps
Delinquency Rate (30 or more days) 3.83  % 3.87  % 3.41  % 2.86  % 2.76  % 107  bps
Delinquency Rate (90 or more days) 1.95  % 1.87  % 1.57  % 1.35  % 1.34  % 61  bps
Gross Principal Charge-off Dollars $1,649  $1,380  $1,171  $1,051  $879  $770  88  %
Net Principal Charge-off Dollars $1,411  $1,175  $973  $842  $684  $727  106  %
Loans Delinquent 30 or more days $3,810  $3,955  $3,324  $2,689  $2,477  $1,333  54  %
Loans Delinquent 90 or more days $1,941  $1,917  $1,527  $1,269  $1,204  $737  61  %
Allowance for Credit Losses (period end) $7,541  $7,619  $7,070  $6,525  $6,135  $1,406  23  %
Reserve Change Build/ (Release) 2
($78) $549  $545  $390  $318  ($396)
Reserve Rate 7.58  % 7.45  % 7.26  % 6.94  % 6.84  % 74  bps
Total Discover Card Volume $53,239  $60,917  $58,965  $58,774  $54,129  ($890) (2  %)
Discover Card Sales Volume $50,137  $57,145  $54,952  $55,229  $50,588  ($451) (1  %)
Rewards Rate 1.39  % 1.37  % 1.42  % 1.42  % 1.41  % (2) bps
1 Total Loans includes Home Equity and other loans
2 Excludes any build/release of the liability for expected credit losses on unfunded commitments as the offset is recorded in accrued expenses and other liabilities in the Company's condensed consolidated statements of financial condition
  Note: See Glossary of Financial Terms for definitions of financial terms



DISCOVER FINANCIAL SERVICES
LOAN STATISTICS
(unaudited, in millions)
  Quarter Ended    
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Mar 31, 2024 vs. Mar 31, 2023
PRIVATE STUDENT LOANS              
Organic Student Loans $10,050  $9,894  $9,963  $9,723  $9,927  $123  %
Purchased Student Loans 430  458  485  518  553  (123) (22  %)
Total Private Student Loans $10,480  $10,352  $10,448  $10,241  $10,480  $—  —  %
Interest Yield 10.04  % 10.16  % 10.11  % 9.87  % 9.68  % 36  bps
Net Principal Charge-off Rate 1.58  % 1.52  % 1.32  % 1.25  % 1.04  % 54  bps
Delinquency Rate (30 or more days) 2.59  % 2.62  % 2.62  % 2.13  % 2.02  % 57  bps
Reserve Rate 8.29  % 8.29  % 8.29  % 8.29  % 8.32  % (3) bps
PERSONAL LOANS              
Ending Loans $10,107  $9,852  $9,559  $9,106  $8,374  $1,733  21  %
Interest Yield 13.40  % 13.20  % 12.94  % 12.72  % 12.35  % 105  bps
Net Principal Charge-off Rate 4.02  % 3.39  % 2.63  % 2.28  % 1.94  % 208  bps
Delinquency Rate (30 or more days) 1.46  % 1.45  % 1.24  % 1.00  % 0.91  % 55  bps
Reserve Rate 7.48  % 7.33  % 6.83  % 6.83  % 7.43  % bps
Note: See Glossary of Financial Terms for definitions of financial terms




DISCOVER FINANCIAL SERVICES
SEGMENT RESULTS AND VOLUME STATISTICS
(unaudited, in millions)
  Quarter Ended    
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023
Mar 31, 20231
Mar 31, 2024 vs. Mar 31, 2023
DIGITAL BANKING              
Interest Income $4,948  $4,868  $4,610  $4,290  $4,077  $871  21  %
Interest Expense 1,461  1,400  1,288  1,113  945  516  55  %
Net Interest Income 3,487  3,468  3,322  3,177  3,132  355  11  %
Non-Interest Income 591  611  592  586  522  69  13  %
Revenue Net of Interest Expense 4,078  4,079  3,914  3,763  3,654  424  12  %
Provision for Credit Losses 1,497  1,909  1,702  1,305  1,102  395  36  %
Total Operating Expense 2,259  1,712  1,409  1,359  1,342  917  68  %
Income/ (Loss) Before Income Taxes $322  $458  $803  $1,099  $1,210  ($888) (73  %)
Net Interest Margin 11.03  % 10.98  % 10.95  % 11.06  % 11.34  % (31) bps
Pretax Return on Loan Receivables 1.02  % 1.45  % 2.65  % 3.82  % 4.38  % (336) bps
Allowance for Credit Losses (period end) $9,258  $9,283  $8,665  $8,064  $7,691  $1,567  20  %
Reserve Change Build/ (Release) ($25) $618  $601  $373  $385  ($410)
PAYMENT SERVICES              
Interest Income $—  $—  $—  $—  $—  $—  NM
Interest Expense —  —  —  —  —  —  NM
Net Interest Income —  —  —  —  —  —  NM
Non-Interest Income (Loss) 132  117  130  115  88  44  50  %
Revenue Net of Interest Expense 132  117  130  115  88  44  50  %
Provision for Credit Losses —  —  —  —  —  —  NM
Total Operating Expense 50  63  45  45  41  22  %
Income/ (Loss) Before Income Taxes $82  $54  $85  $70  $47  $35  NM
TRANSACTIONS PROCESSED ON NETWORKS
Discover Network 883  974  964  940  850  33  %
PULSE Network 2,312  2,308  2,011  1,761  1,625  687  42  %
Total 3,195  3,282  2,975  2,701  2,475  720  29  %
NETWORK VOLUME
PULSE Network $79,073  $79,194  $72,146  $69,008  $65,268  $13,805  21  %
Network Partners 11,070  8,736  9,899  10,408  10,628  442  %
Diners Club International 2
10,181  10,468  9,723  9,897  9,211  970  11  %
Total Payment Services 100,324  98,398  91,768  89,313  85,107  15,217  18  %
Discover Network - Proprietary 51,764  58,419  57,228  57,099  51,826  (62) —  %
Total $152,088  $156,817  $148,996  $146,412  $136,933  $15,155  11  %
1 The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023.
2 Volume is derived from data provided by licencees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment
Note: See Glossary of Financial Terms for definitions of financial terms



DISCOVER FINANCIAL SERVICES - GLOSSARY OF FINANCIAL TERMS
Balance Sheet & Regulatory Capital Terms
Liquidity Portfolio represents cash and cash equivalents (excluding cash-in-process) and other investments
Regulatory Capital Ratios are preliminary
Total Risk Based Capital Ratio represents total capital divided by risk-weighted assets
Tier 1 Capital Ratio represents tier 1 capital divided by risk-weighted assets
Tier 1 Leverage Ratio represents tier 1 capital divided by average total assets
Common Equity Tier 1 Capital Ratio represents common equity tier 1 capital divided by risk weighted assets
Tangible Assets represents total assets less goodwill and intangibles
Tangible Common Equity ("TCE"), a non-GAAP financial measure, represents total common equity less goodwill and intangibles. The Company believes TCE is a meaningful measure to investors of the net asset value of the Company. For corresponding reconciliation of TCE to a GAAP financial measure, see Reconciliation of GAAP to Non-GAAP Data
Tangible Common Equity/Net Loans, a non-GAAP measure, represents TCE divided by total loans less the allowance for credit losses (period end)
Tangible Common Equity per Share, a non-GAAP measure, represents TCE divided by ending common shares outstanding
Tangible Common Equity/Tangible Assets, a non-GAAP measure, represents TCE divided by total assets less goodwill and intangibles
Undrawn Credit Facilities represents asset-backed conduit funding facilities and Federal Reserve discount window (excluding investments pledged to the Federal Reserve, which are included within the liquidity investment portfolio)
Credit Related Terms
Delinquency Rate (30 or more days) represents loans delinquent thirty days or more divided by ending loans (total or respective product loans, as appropriate)
Delinquency Rate (90 or more days) represents loans delinquent ninety days or more divided by ending loans (total or respective product loans, as appropriate)
Gross Principal Charge-off Rate represents gross principal charge-off dollars (annualized) divided by average loans for the reporting period (total or respective product loans, as appropriate)
Net Principal Charge-off Rate represents net principal charge-off dollars (annualized) divided by average loans for the reporting period (total or respective product loans, as appropriate)
Reserve Rate represents the allowance for credit losses divided by total loans (total or respective product loans, as appropriate)
Earnings and Shareholder Return Terms
Book Value per share represents total equity divided by ending common shares outstanding
Capital Returned to Common Stockholders represents common stock dividends declared and treasury share repurchases, excluding common stock issued under employee benefit plans and stock based compensation
Earnings Per Share represents net income allocated to common stockholders divided by the weighted average common shares outstanding
Interest Yield represents interest income on loan receivables (annualized) divided by average loans for the reporting period (total or respective product loans, as appropriate)
Net Income Allocated to Common Stockholders represents net income less preferred stock dividends and income allocated to participating securities
Net Interest Margin represents net interest income (annualized) divided by average total loans for the period
Net Yield on Interest Earning Assets represents net interest income (annualized) divided by average total interest earning assets for the period
Operating Efficiency represents total operating expense divided by revenue net of interest expense
Pretax Return on Loan Receivables represents income before income taxes (annualized) divided by total average loans for the period
Payout Ratio represents capital returned to common stockholders divided by net income allocated to common stockholders
Return on Common Equity represents net income available for common stockholders (annualized) divided by average total common equity for the reporting period
Return on Equity represents net income (annualized) divided by average total equity for the reporting period
Rewards Rate represents Credit Card rewards cost divided by Discover Card sales volume
Volume Terms
Discover Card Sales Volume represents Discover card activity related to sales net of returns
Discover Card Volume represents Discover card activity related to sales net of returns, balance transfers, cash advances and other activity
Discover Network Proprietary Volume represents gross Discover Card sales volume on the Discover Network



DISCOVER FINANCIAL SERVICES
RECONCILIATION OF GAAP TO NON-GAAP DATA
(unaudited, in millions)
  Quarter Ended
  Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023
Mar 31, 20231
GAAP Total Common Equity $13,664  $13,772  $13,180  $12,800  $13,004 
Less: Goodwill (255) (255) (255) (255) (255)
Less: Intangibles —  —  —  —  — 
Tangible Common Equity 2
$13,409  $13,517  $12,925  $12,545  $12,749 
GAAP Book Value Per Share $58.74  $59.29  $56.93  $55.44  $54.79 
Less: Goodwill (1.02) (1.03) (1.02) (1.03) (1.00)
Less: Intangibles —  —  —  —  — 
   Less: Preferred Stock (4.21) (4.22) (4.22) (4.22) (4.11)
Tangible Common Equity Per Share $53.51  $54.04  $51.69  $50.19  $49.68 
1 The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company's Financial Data Supplement on Form 8-K for the second quarter 2023.
2 Tangible Common Equity ("TCE"), a non-GAAP financial measure, represents common equity less goodwill and intangibles. A reconciliation of TCE to common equity, a GAAP financial measure, is shown above. Other financial services companies may also use TCE and definitions may vary, so users of this information are advised to exercise caution in comparing TCE of different companies. TCE is included because management believes that common equity excluding goodwill and intangibles is a more meaningful measure to investors of the true net asset value of the Company
Note: See Glossary of Financial Terms for definitions of financial terms

EX-99.3 4 a1q24earningspresentatio.htm EX-99.3 a1q24earningspresentatio
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 1Q24 Financial Results April 17, 2024


 
The following slides are part of a presentation by Discover Financial Services (the "Company") in connection with reporting quarterly financial results and are intended to be viewed as part of that presentation. No representation is made that the information in these slides is complete. For additional financial, statistical, and business related information, as well as information regarding business and segment trends, see the earnings release and financial supplement included as exhibits to the Company’s Current Report on Form 8-K filed today and available on the Company’s website (www.discover.com) and the SEC’s website (www.sec.gov). Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which speak to our expected business and financial performance, among other matters, contain words such as "believe," "expect," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "forecast," and similar expressions. Such statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. These forward-looking statements speak only as of the date of this press release and there is no undertaking to update or revise them as more information becomes available. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: changes in economic variables, such as the availability of consumer credit, the housing market, energy costs, the number and size of personal bankruptcy filings, the rate of unemployment, the levels of consumer confidence and consumer debt and investor sentiment; the impact of current, pending and future legislation, regulation, supervisory guidance and regulatory and legal actions, including, but not limited to, those related to accounting guidance, tax reform, financial regulatory reform, consumer financial services practices, anti-corruption and funding, capital and liquidity; risks related to the proposed merger with Capital One Financial Corporation (“Capital One”) including, among others, (i) failure to complete the merger with Capital One or unexpected delays related to the merger or the inability of the parties to obtain regulatory approvals or satisfy other closing conditions required to complete the merger, (ii) regulatory approvals resulting in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction, (iii) diversion of management’s attention from ongoing business operations and opportunities, (iv) cost and revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (v) the integration of each party’s management, personnel and operations will not be successfully achieved or may be materially delayed or will be more costly or difficult than expected, (vi) deposit attrition, customer or employee loss and/or revenue loss as a result of the announcement of the proposed merger, (vii) expenses related to the proposed merger being greater than expected, and (viii) shareholder litigation that could prevent or delay the closing of the proposed merger or otherwise negatively impact our business and operations; the actions and initiatives of current and potential competitors; our ability to manage our expenses; our ability to successfully achieve card acceptance across our networks and maintain relationships with network participants and merchants; our ability to sustain our card and personal loan growth; our ability to complete the proposed sale of the Discover Financial Services’ (“Discover”) Student Loan portfolio; our ability to increase or sustain Discover card usage or attract new customers; difficulty obtaining regulatory approval for, financing, closing, transitioning, integrating or managing the expenses of acquisitions of or investments in new businesses, products or technologies; our ability to manage our credit risk, market risk, liquidity risk, operational risk, compliance and legal risk and strategic risk; the availability and cost of funding and capital; access to deposit, securitization, equity, debt and credit markets; the impact of rating agency actions; the level and volatility of equity prices, commodity prices and interest rates, currency values, investments, other market fluctuations and other market indices; losses in our investment portfolio; limits on our ability to pay dividends and repurchase our common stock; limits on our ability to receive payments from our subsidiaries; fraudulent activities or material security breaches of our or others' key systems; our ability to remain organizationally effective; our ability to maintain relationships with merchants; the effect of political, economic and market conditions, geopolitical events, climate change, pandemics and unforeseen or catastrophic events; our ability to introduce new products and services; our ability to manage our relationships with third-party vendors, as well as those with which we have no direct relationship such as our employees' internet service providers; our ability to maintain current technology and integrate new and acquired systems and technology; our ability to collect amounts for disputed transactions from merchants and merchant acquirers; our ability to attract and retain employees; our ability to protect our reputation and our intellectual property; our ability to comply with regulatory requirements; and new lawsuits, investigations or similar matters or unanticipated developments related to current matters. We routinely evaluate and may pursue acquisitions of, investments in or divestitures from businesses, products, technologies, loan portfolios or deposits, which may involve payment in cash or our debt or equity securities. Additional factors that could cause the company's results to differ materially from those described in the forward-looking statements can be found under “Risk Factors,” “Business - Competition,” “Business - Supervision and Regulation” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company's Annual Report on Form 10-K for the year ended December 31, 2023, which is filed with the SEC and available at the SEC's internet site (http://www.sec.gov) and subsequent reports on Forms 8-K and 10-Q, including the company's Current Report on Form 8-K filed today with the SEC. Notice 2


 
Important Information About the Transaction and Where to Find It Capital One intends to file a registration statement on Form S-4 with the SEC to register the shares of Capital One’s common stock that will be issued to Discover stockholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of Capital One and Discover that also constitutes a prospectus of Capital One. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of Discover and Capital One in connection with the proposed transaction. 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 SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Discover or Capital One through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Discover or Capital One at: Discover Financial Services Capital One Financial Corporation 2500 Lake Cook Road 1680 Capital One Drive Riverwoods, IL 60015 McLean, VA 22102 Attention: Investor Relations Attention: Investor Relations investorrelations@discover.com investorrelations@capitalone.com (224) 405-4555 (703) 720-1000 Before making any voting or investment decision, investors and security holders of Discover and Capital One are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above. Participants in Solicitation Discover, 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 Discover and Capital One in connection with the transaction. Information regarding the directors and executive officers of Discover and Capital One and other persons who may be deemed participants in the solicitation of the stockholders of Discover or of Capital One in connection with the transaction will be included in the joint proxy statement/prospectus related to the proposed transaction, which will be filed by Capital One with the SEC. Information about the directors and executive officers of Discover and their ownership of Discover common stock can also be found in Discover’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 Discover’s proxy statement supplement, as filed with the SEC on April 2, 2024, and other documents subsequently filed by Discover 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 proposed transaction filed with the SEC when they become available. Notice 3


 
1Q24 Highlights 4 • 1Q24 net income of $308MM; diluted EPS of $1.10; and return on equity of 8% • Core financial performance remains strong ◦ Double digit revenue expansion YOY reflecting resilient loan growth and net interest margin trends ◦ Strong consumer deposit growth ◦ Credit metrics consistent with our outlook; delinquency formation improving • Continued to progress key initiatives ◦ Advanced compliance and risk management capabilities ◦ Increased the card misclassification remediation reserve to accelerate resolution ◦ Remained on track to execute a sale of the student loan portfolio in the second half of the year • Entered a definitive agreement to merge with Capital One ◦ Strategic logic, operating scale and combined economics are compelling ◦ Combines two organizations with similar commitments to provide a leading customer experience ◦ Enables the Discover network to be more competitive Note(s) Merger with Capital One remains subject to numerous conditions including shareholder and regulatory approval


 
• Revenue net of interest expense was $4.2Bn, up 13%, from higher net interest income, net discount / interchange revenue and loan fees • Provision for credit losses increased by $395MM reflecting an $806MM increase in net charge-offs partially offset by a $410MM lower credit reserve build • Expenses increased $926MM, or 67%, primarily driven by a $799MM increase to the card misclassification remediation reserve, investments in compliance and risk management, and higher employee compensation 1Q24 Summary Financial Results Key Points 5 $968 $355 $113 $(395) $(926) $193 $308 1Q23 Net Income Net Interest Income Non- Interest Income Provision for Credit Losses Operating Expense Income Tax/ Capital Action 1Q24 Net Income Year-Over-Year Net Income & EPS ($MM, except EPS) 1Q24 $ 3,487 $ 723 $ 1,497 $ 2,309 $ 96 1Q23 $ 3,132 $ 610 $ 1,102 $ 1,383 $ 289 B/(W) $ 355 $ 113 $ (395) $ (926) $ 193 EPS $ 3.55 $ 1.04 $ 0.33 $ (1.16) $ (2.72) $ 0.06 $ 1.10 (1) Note(s) 1. The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company’s Financial Data Supplement on Form 8-K for the second quarter 2023


 
• NIM on loans was 11.03%, up 5bps QOQ as favorable loan yields were partially offset by higher net funding costs • Total loan yield was up 10bps QOQ due to a lower promotional balance mix and payment rate moderation • The net funding rate increased by 5bps QOQ, reflecting higher consumer deposit pricing • Average consumer deposits were up 4% QOQ and up 18% YOY 1Q24 Net Interest Income Drivers 6 Key Points Note(s) 1. Includes checking and reflects both interest-bearing and non-interest bearing consumer deposits 2. Net Funding Rate reflects interest expense, net of interest income from other interest-earning assets, as a percentage of average receivables 11.34% 11.06% 10.95% 10.98% 11.03% 1Q23 2Q23 3Q23 4Q23 1Q24 NIM on Loans Loan Growth ($Bn) Funding Mix (%), Average Balance $89.8 $94.0 $97.4 $102.3 $99.5 $9.9 $9.7 $10.0 $9.9 $10.1$8.4 $9.1 $9.6 $9.9 $10.1$4.6 $5.1 $5.8 $6.4 $6.9 Card +11% YOY Organic Student +1% YOY Personal +21% YOY Other + 50% YOY 1Q23 2Q23 3Q23 4Q23 1Q24 66% 66% 66% 65% 66% 17% 18% 18% 18% 18% 9% 9% 9% 9% 9% 8% 7% 7% 8% 7% DTC and Affinity Deposits Brokered & Other Deposits Securitized Borrowing Unsecured Borrowing 1Q23 2Q23 3Q23 4Q23 1Q24 Total Loan Yield 14.06% 14.17% 14.44% 14.61% 14.71% Net Funding Rate (2) 2.72% 3.11% 3.49% 3.63% 3.68% (1)


 
Note(s) 1. The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company’s Financial Data Supplement on Form 8-K for the second quarter 2023 2. Rewards rate represents credit card rewards cost divided by Discover Card sales volume • Net interest income increased due to higher loan receivables partially offset by margin compression • Net discount / interchange revenue was up 12% driven by a favorable volume mix and lower rewards cost • Transaction processing revenue was up 30% from higher debit volume • The rewards rate was 1.39%, down 2bps YOY driven by lower Cashback Match and change in the 5% category 1Q24 Restaurants & Drug Store 1Q23 Grocery, Drug Store & Streaming 1Q24 Revenue 7 Key Points Inc / (Dec) ($MM) 1Q24 1Q23 $ % Net Interest Income 3,487 3,132 355 11% Net Discount/Interchange Revenue 371 330 41 12% Protection Products Revenue 42 43 (1) (2%) Loan Fee Income 200 166 34 20% Transaction Processing Revenue 87 67 20 30% Gain/(Loss) on Equity Investment 0 (18) 18 100% Other Income 23 22 1 5% Total Non-Interest Income 723 610 113 19% Revenue Net of Interest Expense $4,210 $3,742 $468 13% Change 1Q24 1Q23 QOQ YOY Discover Card Sales Volume ($MM) $50,137 $50,588 (12) % (1%) Rewards Rate (2) 1.39 % 1.41 % 2bps (2)bps $3,742 $355 $41 $(1) $34 $20 $18 $1 $4,210 1Q23 Rev Net of Int Exp Net Interest Income Net Discount/ Interchange Protection Products Loan Fee Income Transaction Processing Gain/(Loss) on Equity Investments Other Income 1Q24 Rev Net of Int Exp Year-Over-Year Revenue ($MM) (1) (1)


 
Note(s) 1. Defined as reported total operating expense divided by revenue net of interest expense 2. The comparative prior quarter ended March 31, 2023 has been restated as disclosed in the Company’s Financial Data Supplement on Form 8-K for the second quarter 2023 • Employee compensation increased due to higher business technology resources and severance • Professional fees were up driven by continued investment in compliance and risk management initiatives and higher recovery fees • Information processing increased due to technology investments • Other expense was up due to a $799MM increase to the card misclassification remediation reserve 1Q24 Operating Expense Inc / (Dec) ($MM) 1Q24 1Q23 $ % Employee Compensation and Benefits $671 $625 46 7% Marketing and Business Development 250 241 9 4% Information Processing & Communications 163 139 24 17% Professional Fees 292 232 60 26% Premises and Equipment 20 22 (2) (9%) Other Expense 913 124 789 636% Total Operating Expense $2,309 $1,383 $926 67% Operating Efficiency(1)(2) 54.9 % 36.9 % 1,800 bps 8 Key Points Year-Over-Year Expense ($MM) $1,383 $46 $9 $24 $60 $787 $2,309 1Q23 Expense Employee Comp Marketing Info Processing Professional Fees All Other 1Q24 Expense


 
• Higher credit card net charge-off rate driven by seasoning of recent vintages with higher delinquency trends; 30-day delinquency rate declined sequentially • Student loan net charge-off and delinquency rates relatively stable • Personal loan net charge-offs increased from credit normalization 1Q24 Key Credit Metrics 9 Key PointsChange 1Q23 4Q23 1Q24 QOQ YOY Credit Card Loans Ending Loan Balance ($MM) $89,755 $102,259 $99,475 (3)% 11% Net Principal Charge-off Rate 3.10% 4.68% 5.66% 98 bps 256 bps 30-Day Delinquency Rate 2.76% 3.87% 3.83% (4) bps 107 bps Private Student Loans Ending Loan Balance ($MM) $10,480 $10,352 $10,480 1% —% Net Principal Charge-off Rate 1.04% 1.52% 1.58% 6 bps 54 bps 30-Day Delinquency Rate 2.02% 2.62% 2.59% (3) bps 57 bps Personal Loans Ending Loan Balance ($MM) $8,374 $9,852 $10,107 3% 21% Net Principal Charge-off Rate 1.94% 3.39% 4.02% 63 bps 208 bps 30-Day Delinquency Rate 0.91% 1.45% 1.46% 1 bps 55 bps Total Loans Ending Loan Balance ($MM) $112,674 $128,409 $126,555 (1)% 12% Net Principal Charge-off Rate 2.72% 4.11% 4.92% 81 bps 220 bps 30-Day Delinquency Rate 2.48% 3.45% 3.38% (7) bps 90 bps


 
10 ($MM) Credit Card Student Loans Personal Loans Other Total Loans Balance at December 31, 2023 $7,619 $858 $722 $84 $9,283 Reserve rate 7.45% 8.29% 7.33% N/A 7.23% Provision for credit losses 1,333 53 134 11 1,531 Net Charge-offs 1,411 42 100 3 1,556 Balance at March 31, 2024 $7,541 $869 $756 $92 $9,258 Reserve rate 7.58% 8.29% 7.48% N/A 7.32% Total Loan Reserve Rate 6.83% 6.84% 7.06% 7.23% 7.32% 1Q23 2Q23 3Q23 4Q23 1Q24 Allowance for Credit Losses


 
$1.8 $0.3 $2.3 $2.4 $1.9 $— $0.44 $0.44 $0.50 $0.60 $0.70 $0.70 2019 2020 2021 2022 2023 1Q24 11 Capital Return(3)Capital Position Common Equity Tier 1 (CET1) Capital Ratio (%) Note(s) 1. Capital for years ended 2022 and prior have been restated for comparative purposes and considers the impacts of the immaterial corrections to the financial statements; years 2019-2021 reflect a best estimate 2. Based on the final rule published September 30, 2020. Capital ratios reflect delay in the recognition of the impact of CECL reserves on regulatory capital for two years in accordance with the final rule 3. Quarterly dividend per share figures for 2019 through 2023 represent year-end levels 11.0% 12.9% 14.5% 13.1% 11.3% 10.9% 2019 2020 2021 2022 2023 1Q24 • The Common Equity Tier 1 ratio of 10.9%; impacts from the expense increase and CECL phase-in were offset by lower receivables and core earnings generation • Declared quarterly cash dividend of $0.70 per share of common stock • Share repurchases have been suspended through merger closing and common dividends will not exceed $0.70 per share Key Points Capital Position & Capital Return Trends Share Repurchases ($Bn) Quarterly Dividend per Share (1) (2) Suspended through closing


 
12 2024 Perspective Previous Current Loan Growth • Expect loans to be relatively flat • Up low single digits Net Interest Margin • Expect NIM of 10.5-10.8% depending on rate outlook • Expect NIM of 10.7-11.0% depending on rate outlook Operating Expense • Anticipate total operating expense to be up mid-single digits subject to risk and compliance matters • Anticipate total operating expense to be up mid- single digits excluding card misclassification and merger related costs Net Charge-offs • Expect full year average net charge-off rate of 4.9-5.3% • Expect full year average net charge-off rate of 4.9-5.2% Capital Management • Pausing our share repurchase program • Share repurchases suspended through merger closing; dividend not to exceed $0.70 per share Note(s) 2024 Perspective does not incorporate the impacts of a potential student loan sale


 
Appendix


 
1Q24 Asset Yield & Liabilities Rate 1Q24 4Q23 1Q23 Interest-Earning Assets ($Bn) Avg Bal Yield Avg Bal Yield Avg Bal Yield Total Loans $127.1 14.71 % $125.4 14.61 % $112.0 14.06 % Other Interest-Earning Assets 26.2 4.57 % 22.5 4.41 % 20.2 3.87 % Total Interest-Earning Assets $153.3 12.98 % $147.9 13.05 % $132.2 12.51 % 1Q24 4Q23 1Q23 Interest-Bearing Liabilities ($Bn) Avg Bal Rate Avg Bal Rate Avg Bal Rate Direct to Consumer Deposits (1) (2) $84.8 4.41 % $81.3 4.35 % $72.0 3.23 % Brokered Deposits and Other 23.8 4.75 % 23.3 4.64 % 19.3 3.87 % Interest Bearing-Deposits 108.6 4.48 % 104.5 4.41 % 91.2 3.36 % Borrowings 20.9 4.82 % 20.3 4.62 % 19.1 4.03 % Total Interest-Bearing Liabilities $129.5 4.54 % $124.8 4.45 % $110.3 3.48 % 14 Note(s) 1. Includes Affinity relationships 2. Excludes checking which is a non-interest bearing deposit product


 
Total Company Loans Credit Card Loans Private Student Loans Personal Loans 1.37 1.61 1.80 1.71 2.13 2.72 3.22 3.52 4.11 4.92 1.55 1.64 1.63 1.94 2.30 2.48 2.57 3.06 3.45 3.38 NCO rate (%) 30+ day DQ rate (%) 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 1.50 1.84 2.01 1.92 2.37 3.10 3.68 4.03 4.68 5.66 1.66 1.77 1.76 2.11 2.53 2.76 2.86 3.41 3.87 3.83 NCO rate (%) 30+ day DQ rate (%) 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 1.21 1.12 1.21 1.14 1.49 1.94 2.28 2.63 3.39 4.02 0.69 0.69 0.63 0.69 0.80 0.91 1.00 1.24 1.45 1.46 NCO rate (%) 30+ day DQ rate (%) 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 0.80 0.69 1.08 0.91 1.33 1.04 1.25 1.32 1.52 1.58 1.55 1.62 1.66 1.94 2.05 2.02 2.13 2.62 2.62 2.59 NCO rate (%) 30+ day DQ rate (%) 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 Credit Performance Trends 15


 
YOY YOY YOY YOY 1Q24 Payments Volume ($Bn) Discover Network • Discover Network volume was flat reflecting a modest slowdown in Discover card sales volume • PULSE volume was up 21% driven by an increase in debit transaction volume • Diners volume was up 11% reflecting strength across most regions • Network Partners was up 4% YOY driven by higher AribaPay volume Key Points $51.8 $57.1 $57.2 $58.4 $51.8 1Q23 2Q23 3Q23 4Q23 1Q24 $65.3 $69.0 $72.1 $79.2 $79.1 1Q23 2Q23 3Q23 4Q23 1Q24 $9.2 $9.9 $9.7 $10.5 $10.2 1Q23 2Q23 3Q23 4Q23 1Q24 $10.6 $10.4 $9.9 $8.7 $11.1 1Q23 2Q23 3Q23 4Q23 1Q24 Diners (1) PULSE Network Partners 0% 21% 11% 4% Note(s) 1. Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment Total Network Volume up 11% YOY 16