ﾃﾞｨｽｶﾊﾞｰﾌｧｲﾅﾝｼｬﾙｻｰﾋﾞｼｽﾞの適時開示・決算・その他

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): December 23, 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 December 23, 2024, Discover Financial Services (the “Company”) filed an amended annual report on Form 10-K/A for the year ended December 31, 2023, which included restated audited financial statements as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023 that were previously included in the Company’s annual report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 23, 2024. The Company also filed amended quarterly reports on Form 10-Q/A to restate its unaudited condensed consolidated financial statements previously included in its quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024 previously filed with the SEC on May 1, 2024 and July 31, 2024, respectively (collectively, with the Form 10-K/A, the "Amended Reports"), and its quarterly report on Form 10-Q for the quarterly period ended September 30, 2024. Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated financial data supplement presenting certain financial data and periods in order to reflect the restatements to the financial statements included in the Amended Reports along with the related restatement impacts. The adjusted results for the quarter ended and nine months ended September 30, 2024 reflect amendments arising after the earnings release on October 16, 2024, but prior to the filing of the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2024.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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
99.1						Updated Financial Data Supplement of the Company
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: December 23, 2024

By:

/s/ Efie Vainikos

Name: Efie Vainikos

Title: Assistant Secretary

EX-99.1 2 dfsex991_updatedfinancials.htm EX-99.1 Document


DISCOVER FINANCIAL SERVICES																	Exhibit 99.1
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	As Restated														As Adjusted 1
	Quarter Ended								Twelve Months Ended		Quarter Ended						Nine Months Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024		Sep 30, 2024
EARNINGS SUMMARY
Discount/Interchange Revenue	$1,030		$1,141		$1,147		$1,142		$4,460		$1,024		$1,153		$1,142		$3,319
Discount and Interchange Revenue, net	314		353		360		354		1,381		321		437		363		1,121
Total Non-Interest Income	594		684		705		712		2,695		673		1,014		798		2,485
Revenue Net of Interest Expense	$3,726		$3,861		$4,027		$4,180		$15,794		$4,160		$4,538		$4,453		$13,151

Other Expense	$124		$162		$254		$263		$803		$148		$336		$277		$761
Total Operating Expense	$1,383		$1,404		$1,564		$1,788		$6,139		$1,544		$1,738		$1,788		$5,070

Income/ (Loss) Before Income Taxes	$1,241		$1,152		$761		$483		$3,637		$1,119		$2,061		$1,192		$4,372
Tax Expense	286		263		175		117		841		268		538		322		1,128
Net Income/ (Loss)	$955		$889		$586		$366		$2,796		$851		$1,523		$870		$3,244

Net Income/ (Loss) Allocated to Common Stockholders	$918		$883		$550		$364		$2,715		$813		$1,515		$834		$3,162

Operating Efficiency	37.1	%	36.4%		38.9	%	42.8%		38.9%		37.1	%	38.3%		40.1	%	38.6%
ROE	28	%	26%		17	%	10%		20%		24	%	40%		21	%	28%
Payout Ratio	149	%	98%		31	%	40%		94%		22	%	12%		19	%	16%

PER SHARE STATISTICS
Basic EPS	$3.50		$3.49		$2.21		$1.45		$10.71		$3.25		$6.04		$3.32		$12.61
Diluted EPS	$3.50		$3.49		$2.21		$1.45		$10.70		$3.25		$6.03		$3.32		$12.61
Book Value per share	$53.00		$53.54		$54.65		$56.92		$56.92		$58.54		$63.76		$68.11		$68.11

SEGMENT RESULTS
Digital Banking
Non-Interest Income	$506		$569		$575		$595		$2,245		$541		$691		$669		$1,901
Revenue Net of Interest Expense	3,638		3,746		3,897		4,063		15,344		4,028		4,215		4,324		12,567

Total Operating Expense	1,342		1,359		1,519		1,725		5,945		1,494		1,692		1,743		4,929
Income/ (Loss) Before Income Taxes	$1,194		$1,082		$676		$429		$3,381		$1,037		$1,784		$1,108		$3,929

Pretax Return on Loan Receivables	4.32	%	3.77	%	2.23	%	1.35	%	2.86	%	3.28	%	5.65	%	3.45	%	4.12	%

1 Incremental information arising after the earnings release on October 16, 2024 for the period ended September 30, 2024, but prior to the filing of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, has increased the estimate for probable penalties related to the card product misclassification by $90 million. This charge is included in the results for the quarter ended September 30, 2024, as well as the nine month period ended on the same date.


DISCOVER FINANCIAL SERVICES
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	As Restated												As Adjusted 1
	Quarter Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024
BALANCE SHEET SUMMARY
Assets
Other Assets	$4,610		$4,975		$5,696		$5,858		$6,083		$5,973		$5,371
Total Assets	$133,290		$138,235		$143,615		$151,713		$152,707		$150,888		$151,615

Liabilities & Stockholders' Equity
Accrued Expenses and Other Liabilities	$5,789		$5,590		$6,464		$7,216		$7,132		$7,387		$6,477
Total Liabilities	119,692		124,853		129,950		137,478		138,037		134,878		134,506
Total Equity	13,598		13,382		13,665		14,235		14,670		16,010		17,109
Total Liabilities and Stockholders' Equity	$133,290		$138,235		$143,615		$151,713		$152,707		$150,888		$151,615

BALANCE SHEET STATISTICS
Total Common Equity	$12,542		$12,326		$12,609		$13,179		$13,614		$14,954		$16,053
Total Common Equity/Total Assets	9.4	%	8.9	%	8.8	%	8.7	%	8.9	%	9.9	%	10.6	%
Total Common Equity/Net Loans	11.9	%	11.2	%	11.1	%	11.1	%	11.6	%	12.5	%	13.5	%

Tangible Assets	$133,035		$137,980		$143,360		$151,458		$152,452		$150,633		$151,360
Tangible Common Equity	$12,287		$12,071		$12,354		$12,924		$13,359		$14,699		$15,798
Tangible Common Equity/Tangible Assets	9.2	%	8.7	%	8.6	%	8.5	%	8.8	%	9.8	%	10.4	%
Tangible Common Equity/Net Loans	11.7	%	11.0	%	10.8	%	10.8	%	11.4	%	12.3	%	13.3	%
Tangible Common Equity per share	$47.89		$48.29		$49.41		$51.67		$53.31		$58.53		$62.89

REGULATORY CAPITAL RATIOS
Total Risk Based Capital Ratio	14.3	%	13.8	%	13.6	%	13.2	%	13.3	%	14.2	%	14.9	%
Tier 1 Risk Based Capital Ratio	12.5	%	12.1	%	12.0	%	11.6	%	11.7	%	12.6	%	13.4	%
Tier 1 Leverage Ratio	11.1	%	10.8	%	10.6	%	10.3	%	10.1	%	11.1	%	11.4	%
Common Equity Tier 1 Capital Ratio	11.6	%	11.2	%	11.1	%	10.8	%	10.9	%	11.8	%	12.5	%

1 Incremental information arising after the earnings release on October 16, 2024 for the period ended September 30, 2024, but prior to the filing of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, has increased the estimate for probable penalties related to the card product misclassification by $90 million. This charge is included in the results for the quarter ended September 30, 2024.


DISCOVER FINANCIAL SERVICES
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	Restatement Impacts														Adjustments 1
	Quarter Ended								Twelve Months Ended		Quarter Ended						Nine Months Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024		Sep 30, 2024
EARNINGS SUMMARY
Discount/Interchange Revenue	($16)		($17)		($17)		($16)		($66)		($50)		$—		$—		($50)
Discount and Interchange Revenue, net	(16)		(17)		(17)		(16)		(66)		(50)		—		—		(50)
Total Non-Interest Income	(16)		(17)		(17)		(16)		(66)		(50)		—		—		(50)
Revenue Net of Interest Expense	($16)		($17)		($17)		($16)		($66)		($50)		$—		$—		($50)

Other Expense	$—		$—		$110		$13		$123		($765)		$9		$96		($660)
Total Operating Expense	$—		$—		$110		$13		$123		($765)		$9		$96		($660)

Income/ (Loss) Before Income Taxes	($16)		($17)		($127)		($29)		($189)		$715		($9)		($96)		$610
Tax Expense	(3)		(5)		(30)		(7)		(45)		172		(2)		(1)		169
Net Income/ (Loss)	($13)		($12)		($97)		($22)		($144)		$543		($7)		($95)		$441

Net Income/ (Loss) Allocated to Common Stockholders	($13)		($12)		($97)		($22)		($144)		$539		($6)		($94)		$439

Operating Efficiency	20	bps	20	bps	290	bps	50	bps	100	bps	(1,780)	bps	20	bps	210	bps	(480)	bps
ROE	100	bps	—	bps	(200)	bps	(100)	bps	(100)	bps	1,600	bps	—	bps	(200)	bps	400	bps
Payout Ratio	200	bps	100	bps	500	bps	300	bps	500	bps	(4,400)	bps	—	bps	200	bps	(300)	bps

PER SHARE STATISTICS
Basic EPS	($0.05)		($0.05)		($0.38)		($0.09)		($0.56)		$2.15		($0.02)		($0.37)		$1.75
Diluted EPS	($0.05)		($0.05)		($0.38)		($0.09)		($0.56)		$2.15		($0.03)		($0.37)		$1.76
Book Value per share	($1.79)		($1.90)		($2.28)		($2.37)		($2.37)		($0.20)		($0.23)		($0.60)		($0.60)

SEGMENT RESULTS
Digital Banking
Non-Interest Income	($16)		($17)		($17)		($16)		($66)		($50)		$—		$—		($50)
Revenue Net of Interest Expense	(16)		(17)		(17)		(16)		(66)		(50)		—		—		(50)

Total Operating Expense	—		—		110		13		123		(765)		9		96		(660)
Income/ (Loss) Before Income Taxes	($16)		($17)		($127)		($29)		($189)		$715		($9)		($96)		$610

Pretax Return on Loan Receivables	(6)	bps	(5)	bps	(42)	bps	(10)	bps	(16)	bps	226	bps	(3)	bps	(30)	bps	64	bps

1 Incremental information arising after the earnings release on October 16, 2024 for the period ended September 30, 2024, but prior to the filing of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, has increased the estimate for probable penalties related to the card product misclassification by $90 million. This charge is included in the results for the quarter ended September 30, 2024, as well as the nine month period ended on the same date.


DISCOVER FINANCIAL SERVICES
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	Restatement Impacts											Adjustments 1
	Quarter Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024
BALANCE SHEET SUMMARY
Assets
Other Assets	$149		$153		$183		$191		$18		$21		$22
Total Assets	$149		$153		$183		$191		$18		$21		$22

Liabilities & Stockholders' Equity
Accrued Expenses and Other Liabilities	$611		$627		$754		$784		$68		$78		$173
Total Liabilities	611		627		754		784		68		78		173
Total Equity	(462)		(474)		(571)		(593)		(50)		(57)		(151)
Total Liabilities and Stockholders' Equity	$149		$153		$183		$191		$18		$21		$22

BALANCE SHEET STATISTICS
Total Common Equity	($462)		($474)		($571)		($593)		($50)		($57)		($151)
Total Common Equity/Total Assets	(40)	bps	(40)	bps	(40)	bps	(40)	bps	—	bps	—	bps	(10)	bps
Total Common Equity/Net Loans	(50)	bps	(50)	bps	(50)	bps	(50)	bps	—	bps	(10)	bps	(20)	bps

Tangible Assets	$149		$153		$183		$191		$18		$21		$22
Tangible Common Equity	($462)		($474)		($571)		($593)		($50)		($57)		($151)
Tangible Common Equity/Tangible Assets	(40)	bps	(40)	bps	(40)	bps	(40)	bps	—	bps	—	bps	(10)	bps
Tangible Common Equity/Net Loans	(40)	bps	(40)	bps	(50)	bps	(50)	bps	—	bps	(10)	bps	(20)	bps
Tangible Common Equity per share	($1.79)		($1.90)		($2.28)		($2.37)		($0.20)		($0.23)		($0.60)

REGULATORY CAPITAL RATIOS
Total Risk Based Capital Ratio	(40)	bps	(50)	bps	(50)	bps	(50)	bps	—	bps	(10)	bps	(10)	bps
Tier 1 Risk Based Capital Ratio	(50)	bps	(40)	bps	(50)	bps	(50)	bps	—	bps	(10)	bps	(10)	bps
Tier 1 Leverage Ratio	(30)	bps	(30)	bps	(40)	bps	(40)	bps	—	bps	—	bps	(10)	bps
Common Equity Tier 1 Capital Ratio	(50)	bps	(50)	bps	(50)	bps	(50)	bps	—	bps	(10)	bps	(20)	bps

1 Incremental information arising after the earnings release on October 16, 2024 for the period ended September 30, 2024, but prior to the filing of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2024, has increased the estimate for probable penalties related to the card product misclassification by $90 million. This charge is included in the results for the quarter ended September 30, 2024.


DISCOVER FINANCIAL SERVICES
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	As Previously Reported
	Quarter Ended								Twelve Months Ended		Quarter Ended						Nine Months Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024		Sep 30, 2024
EARNINGS SUMMARY
Discount/Interchange Revenue	$1,046		$1,158		$1,164		$1,158		$4,526		$1,074		$1,153		$1,142		$3,369
Discount and Interchange Revenue, net	330		370		377		370		1,447		371		437		363		1,171
Total Non-Interest Income	610		701		722		728		2,761		723		1,014		798		2,535
Revenue Net of Interest Expense	$3,742		$3,878		$4,044		$4,196		$15,860		$4,210		$4,538		$4,453		$13,201

Other Expense	$124		$162		$144		$250		$680		$913		$327		$181		$1,421
Total Operating Expense	$1,383		$1,404		$1,454		$1,775		$6,016		$2,309		$1,729		$1,692		$5,730

Income/ (Loss) Before Income Taxes	$1,257		$1,169		$888		$512		$3,826		$404		$2,070		$1,288		$3,762
Tax Expense	289		268		205		124		886		96		540		323		959
Net Income/ (Loss)	$968		$901		$683		$388		$2,940		$308		$1,530		$965		$2,803

Net Income/ (Loss) Allocated to Common Stockholders	$931		$895		$647		$386		$2,859		$274		$1,521		$928		$2,723

Operating Efficiency	36.9	%	36.2%		36.0	%	42.3%		37.9	%	54.9%		38.1	%	38.0%		43.4	%
ROE	27	%	26%		19	%	11%		21	%	8%		40	%	23%		24	%
Payout Ratio	147	%	97%		26	%	37%		89	%	66%		12	%	17%		19	%

PER SHARE STATISTICS
Basic EPS	$3.55		$3.54		$2.59		$1.54		$11.27		$1.10		$6.06		$3.69		$10.86
Diluted EPS	$3.55		$3.54		$2.59		$1.54		$11.26		$1.10		$6.06		$3.69		$10.85
Book Value per share	$54.79		$55.44		$56.93		$59.29		$59.29		$58.74		$63.99		$68.71		$68.71

SEGMENT RESULTS
Digital Banking
Non-Interest Income	$522		$586		$592		$611		$2,311		$591		$691		$669		$1,951
Revenue Net of Interest Expense	3,654		3,763		3,914		4,079		15,410		4,078		4,215		4,324		12,617

Total Operating Expense	1,342		1,359		1,409		1,712		5,822		2,259		1,683		1,647		5,589
Income/ (Loss) Before Income Taxes	$1,210		$1,099		$803		$458		$3,570		$322		$1,793		$1,204		$3,319

Pretax Return on Loan Receivables	4.38	%	3.82	%	2.65	%	1.45	%	3.02	%	1.02	%	5.68	%	3.75	%	3.48	%


DISCOVER FINANCIAL SERVICES
RECONCILIATION OF PRIOR PERIOD RESTATED FINANCIAL RESULTS
(unaudited, in millions, except per share statistics)
	As Previously Reported
	Quarter Ended
	Mar 31, 2023		Jun 30, 2023		Sep 30, 2023		Dec 31, 2023		Mar 31, 2024		Jun 30, 2024		Sep 30, 2024
BALANCE SHEET SUMMARY
Assets
Other Assets	$4,461		$4,822		$5,513		$5,667		$6,065		$5,952		$5,349
Total Assets	$133,141		$138,082		$143,432		$151,522		$152,689		$150,867		$151,593

Liabilities & Stockholders' Equity
Accrued Expenses and Other Liabilities	$5,178		$4,963		$5,710		$6,432		$7,064		$7,309		$6,304
Total Liabilities	119,081		124,226		129,196		136,694		137,969		134,800		134,333
Total Equity	14,060		13,856		14,236		14,828		14,720		16,067		17,260
Total Liabilities and Stockholders' Equity	$133,141		$138,082		$143,432		$151,522		$152,689		$150,867		$151,593

BALANCE SHEET STATISTICS
Total Common Equity	$13,004		$12,800		$13,180		$13,772		$13,664		$15,011		$16,204
Total Common Equity/Total Assets	9.8	%	9.3	%	9.2	%	9.1	%	8.9	%	9.9	%	10.7	%
Total Common Equity/Net Loans	12.4	%	11.7	%	11.6	%	11.6	%	11.6	%	12.6	%	13.7	%

Tangible Assets	$132,886		$137,827		$143,177		$151,267		$152,434		$150,612		$151,338
Tangible Common Equity	$12,749		$12,545		$12,925		$13,517		$13,409		$14,756		$15,949
Tangible Common Equity/Tangible Assets	9.6	%	9.1	%	9.0	%	8.9	%	8.8	%	9.8	%	10.5	%
Tangible Common Equity/Net Loans	12.1	%	11.4	%	11.3	%	11.3	%	11.4	%	12.4	%	13.5	%
Tangible Common Equity per share	$49.68		$50.19		$51.69		$54.04		$53.51		$58.76		$63.49

REGULATORY CAPITAL RATIOS
Total Risk Based Capital Ratio	14.7	%	14.3	%	14.1	%	13.7	%	13.3	%	14.3	%	15.0	%
Tier 1 Risk Based Capital Ratio	13.0	%	12.5	%	12.5	%	12.1	%	11.7	%	12.7	%	13.5	%
Tier 1 Leverage Ratio	11.4	%	11.1	%	11.0	%	10.7	%	10.1	%	11.1	%	11.5	%
Common Equity Tier 1 Capital Ratio	12.1	%	11.7	%	11.6	%	11.3	%	10.9	%	11.9	%	12.7	%