dfs-20240417
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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDFSNew 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
104Cover 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, 2024By:
/s/ Hope D. Mehlman
Name: Hope D. Mehlman
Title: Executive Vice President, Chief Legal Officer, General Counsel and Secretary


Document
                                              Exhibit 99.1
    
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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$112.712%
Total revenue net of interest expense (in millions)$4,210$3,74213%
Total net charge-off rate4.92%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 ServicesCapital One Financial Corporation
2500 Lake Cook Road1680 Capital One Drive
Riverwoods, IL 60015McLean, VA 22102
Attention: Investor RelationsAttention: 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.

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 Expense1,461 1,400 1,288 1,113 945 516 55 %
Net Interest Income3,487 3,468 3,322 3,177 3,132 355 11 %
Discount/Interchange Revenue1,074 1,158 1,164 1,158 1,046 28 %
Rewards Cost703 788 787 788 716 (13)(2 %)
Discount and Interchange Revenue, net371 370 377 370 330 41 12 %
Protection Products Revenue42 43 42 44 43 (1)(2 %)
Loan Fee Income200 217 194 186 166 34 20 %
Transaction Processing Revenue87 82 82 72 67 20 30 %
Gains (Losses) on Equity Investments— (18)18 100 %
Other Income23 14 21 28 22 %
Total Non-Interest Income723 728 722 701 610 113 19 %
Revenue Net of Interest Expense4,210 4,196 4,044 3,878 3,742 468 13 %
Provision for Credit Losses1,497 1,909 1,702 1,305 1,102 395 36 %
Employee Compensation and Benefits671 646 575 588 625 46 %
Marketing and Business Development250 372 283 268 241 %
Information Processing & Communications163 170 149 150 139 24 17 %
Professional Fees292 312 281 216 232 60 26 %
Premises and Equipment20 25 22 20 22 (2)(9 %)
Other Expense913 250 144 162 124 789 NM
Total Operating Expense2,309 1,775 1,454 1,404 1,383 926 67 %
Income/ (Loss) Before Income Taxes404 512 888 1,169 1,257 (853)(68 %)
Tax Expense96 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 Rate23.7 %24.0 %23.1 %23.0 %23.0 %
Net Interest Margin11.03 %10.98 %10.95 %11.06 %11.34 %(31)bps
Operating Efficiency54.9 %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 Ratio66 %37 %26 %97 %147 %
Ending Common Shares Outstanding251 250 250 250 257 (6)(2 %)
Weighted Average Common Shares Outstanding250 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, 2024Dec 31, 2023Sep 30, 2023Jun 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 Receivables126,555 128,409 122,676 117,906 112,674 13,881 12 %
Allowance for Credit Losses(9,258)(9,283)(8,665)(8,064)(7,691)(1,567)(20 %)
Net Loan Receivables117,297 119,126 114,011 109,842 104,983 12,314 12 %
Premises and Equipment, net1,107 1,091 1,084 1,053 1,031 76 %
Goodwill and Intangible Assets, net255 255 255 255 255 — — %
Other Assets6,065 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
25,92124,151 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 Deposits23,097 24,898 22,763 21,641 20,386 2,711 13 %
Deposits110,430 108,931 104,019 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 %
Borrowings20,475 21,331 19,467 20,276 18,163 2,312 13 %
Accrued Expenses and Other Liabilities7,064 6,432 5,710 4,963 5,178 1,886 36 %
Total Liabilities137,969 136,694 129,196 124,226 119,081 18,888 16 %
Total Equity14,720 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 Securitizations3,500 2,750 3,500 3,500 3,500 — — %
Federal Home Loan Bank Borrowing Capacity3,087 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, 2024Dec 31, 2023Sep 30, 2023Jun 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 Assets8.9 %9.1 %9.2 %9.3 %9.8 %
Total Common Equity/Net Loans11.6 %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, 2024Dec 31, 2023Sep 30, 2023Jun 30, 2023
Mar 31, 20231
  
Total Risk Based Capital Ratio13.3 %13.7 %14.1 %14.3 %14.7 %  
Tier 1 Risk Based Capital Ratio11.7 %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, 2024Dec 31, 2023Sep 30, 2023Jun 30, 2023Mar 31, 2023Mar 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 Cash558 104 238 75 588 (30)(5 %)
Credit Card Loans100,310 99,610 95,796 91,825 89,460 10,850 12 %
Private Student Loans10,577 10,369 10,274 10,343 10,546 31 — %
Personal Loans10,004 9,754 9,368 8,744 8,155 1,849 23 %
Other Loans6,235 5,654 4,942 4,347 3,888 2,347 60 %
Total Loans127,126 125,387 120,380 115,259 112,049 15,077 13 %
Total Interest Earning Assets153,346 147,939 141,828 136,585 132,216 21,130 16 %
Allowance for Credit Losses(9,279)(8,668)(8,063)(7,691)(7,307)(1,972)(27 %)
Other Assets7,709 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 Deposits23,792 23,271 21,336 20,457 19,267 4,525 23 %
Total Interest-bearing Deposits108,629 104,533 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 Liabilities129,541 124,806 119,640 114,676 110,257 19,284 17 %
Other Liabilities & Stockholders' Equity21,198 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 Securities4.51 %4.36 %4.19 %4.08 %3.89 %62 bps
Restricted Cash7.03 %16.71 %10.65 %10.27 %4.05 %298 bps
Credit Card Loans15.79 %15.63 %15.43 %15.14 %15.06 %73 bps
Private Student Loans10.04 %10.16 %10.11 %9.87 %9.68 %36 bps
Personal Loans13.40 %13.20 %12.94 %12.72 %12.35 %105 bps
Other Loans7.39 %7.14 %6.95 %6.81 %6.64 %75 bps
Total Loans14.71 %14.61 %14.44 %14.17 %14.06 %65 bps
Total Interest Earning Assets12.98 %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 Deposits4.75 %4.64 %4.43 %4.15 %3.87 %88 bps
Total Interest-bearing Deposits4.48 %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 Liabilities4.54 %4.45 %4.27 %3.89 %3.48 %106 bps
Net Interest Margin11.03 %10.98 %10.95 %11.06 %11.34 %(31)bps
Net Yield on Interest-earning Assets9.15 %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 Yield14.71 %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 Rate7.32 %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 Yield15.79 %15.63 %15.43 %15.14 %15.06 %73 bps
Gross Principal Charge-off Rate6.61 %5.50 %4.85 %4.59 %3.99 %262 bps
Net Principal Charge-off Rate5.66 %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 Rate7.58 %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 Rate1.39 %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, 2024Dec 31, 2023Sep 30, 2023Jun 30, 2023Mar 31, 2023Mar 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 Loans430 458 485 518 553 (123)(22 %)
Total Private Student Loans$10,480 $10,352 $10,448 $10,241 $10,480 $— — %
Interest Yield10.04 %10.16 %10.11 %9.87 %9.68 %36 bps
Net Principal Charge-off Rate1.58 %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 Rate8.29 %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 Yield13.40 %13.20 %12.94 %12.72 %12.35 %105 bps
Net Principal Charge-off Rate4.02 %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 Rate7.48 %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, 2024Dec 31, 2023Sep 30, 2023Jun 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 Expense1,461 1,400 1,288 1,113 945 516 55 %
Net Interest Income3,487 3,468 3,322 3,177 3,132 355 11 %
Non-Interest Income591 611 592 586 522 69 13 %
Revenue Net of Interest Expense4,078 4,079 3,914 3,763 3,654 424 12 %
Provision for Credit Losses1,497 1,909 1,702 1,305 1,102 395 36 %
Total Operating Expense2,259 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 Margin11.03 %10.98 %10.95 %11.06 %11.34 %(31)bps
Pretax Return on Loan Receivables1.02 %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 Expense132 117 130 115 88 44 50 %
Provision for Credit Losses— — — — — — NM
Total Operating Expense50 63 45 45 41 22 %
Income/ (Loss) Before Income Taxes$82 $54 $85 $70 $47 $35 NM
TRANSACTIONS PROCESSED ON NETWORKS
Discover Network883 974 964 940 850 33 %
PULSE Network2,312 2,308 2,011 1,761 1,625 687 42 %
Total3,195 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 Partners11,070 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 Services100,324 98,398 91,768 89,313 85,107 15,217 18 %
Discover Network - Proprietary51,764 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, 2024Dec 31, 2023Sep 30, 2023Jun 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

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