Основная статистика
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Discover Financial Services
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| May 29, 2025 |
15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 333-205280, 333-225830 and 333-257242 DISCOVER FINANCIAL SERVICES (E |
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| May 29, 2025 |
15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 333-205280, 333-225830 and 333-257242 DISCOVER FINANCIAL SERVICES (E |
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| May 29, 2025 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33378 DISCOVER FINANCIAL SERVICES (Exact name of registrant as sp |
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| May 29, 2025 |
15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers: 333-205280, 333-225830 and 333-257242 DISCOVER FINANCIAL SERVICES (E |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 S-8 POS As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 19, 2025 |
EX-10.1 Exhibit 10.1 [Discover Letterhead] [Date] [Name] [Address] Dear [Name]: This letter agreement (this “Agreement”) confirms the understanding between you and Discover Financial Services (the “Company”) regarding certain payments and benefits that you may become entitled to receive in connection with the closing (the “Closing”) of the transactions contemplated by that certain Agreement and Pl |
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| May 19, 2025 |
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): May 19, 2025 (May 18, 2025) DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Other Ju |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 POSASR As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 S-8 POS As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 19, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 30, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 S-8 POS As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 19, 2025 |
As filed with the Securities and Exchange Commission on May 19, 2025 S-8 POS As filed with the Securities and Exchange Commission on May 19, 2025 Registration No. |
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| May 14, 2025 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Apr 30, Mar 31, Feb 28, Jan 31, Dec 31, Nov 30, Oct 31, Sep 30, Aug 31, Jul 31, Jun 30, May 31, 2025 2025 2025 2025 2024 2024 2024 2024 2024 2024 2024 2024 Ending Loans $ 99.5 $ 99.0 $ 99.2 $ 100.6 $ 102.8 $ 101.3 $ 100.7 $ 100. |
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| May 14, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 14, 2025 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 i |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINA |
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| April 30, 2025 |
Exhibit 10.2 Private and Confidential [•], 2025 [Name] [Address] [Name], Reference is made to (1) the Agreement and Plan of Merger, dated as of February 19, 2024 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Discover Financial Services (the “Company”), Capital One Financial Corporation (“Capital One”) and Vega Mer |
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| April 23, 2025 |
©2025 DISCOVER FINANCIAL SERVICES Exhibit 99.3 1Q25 Financial Results April 23, 2025 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, s |
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| April 23, 2025 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Mar 31, 2025 vs. Mar 31, 2024 EARNINGS SUMMARY Interest Income $4,801 $4,989 $5,112 $4,971 $4,948 ($147) (3 %) Interest Expense 1,243 1,359 1,457 1,447 1,461 (218) (15 %) Net Interest Income 3,558 3,630 3,655 |
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| April 23, 2025 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS FIRST QUARTER 2025 NET INCOME OF $1.1 BILLION OR $4.25 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND FOR COMMON STOCK First Quarter 2025 Results 2025 2024 YOY Change Total loans, end of period (in billions) $117.4 $126.6 (7%) Total revenue net of interest expense (in millions) $4,251 $4,160 2% Total net charge-off rate 4.99% 4.92% |
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| April 23, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 23, 2025 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 |
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| April 18, 2025 |
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 16, 2025 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 |
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| April 18, 2025 |
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 18, 2025 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 |
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| April 18, 2025 |
Exhibit 99.2 UNITED STATES OFAMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. In the Matter of DISCOVER FINANCIAL SERVICES Riverwoods, Illinois Docket Nos. 25-004-B-HC 25-004-B-DEO 25-004-CMP-HC 25-004-CMP-DEO DFS SERVICES LLC Riverwoods, Illinois Order to Cease and Desist and Order of Assessment of a Civil Money Penalty Issued Upon Consent Pursuant to the Feder |
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| April 18, 2025 |
Exhibit 99.1 FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. ) In the Matter of ) ) AMENDED AND RESTATED CONSENT ) ORDER, ORDER FOR RESTITUTION, DISCOVER BANK ) AND ORDER TO PAY GREENWOOD, DELAWARE ) ) FDIC-23-0014b (INSURED STATE NONMEMBER BANK) ) FDIC-24-0103b ) FDIC-24-0102k ) The Federal Deposit Insurance Corporation (FDIC) is the appropriate Federal banking agency for Discover Bank, Gr |
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| April 18, 2025 |
Capital One Receives Final Regulatory Approvals for Acquisition of Discover Exhibit 99.1 Media Relations Investor Relations Sie Soheili Danielle Dietz [email protected] [email protected] Matthew Towson Erin Stieber [email protected] [email protected] FOR IMMEDIATE RELEASE: April 18, 2025 Capital One Receives Final Regulatory Approvals for Acquisition of Discover MCLEAN, VA, and RIVERWOODS, IL, April 18, 2025 — Capital One Financi |
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| March 28, 2025 |
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): March 27, 2025 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 |
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| March 28, 2025 |
Exhibit 10.1 [Discover Letterhead] March 27, 2025 J. Michael Shepherd, Address on file with Discover Re: Terms of Continued Employment – Interim Chief Executive Officer and Interim President Dear Michael: On behalf of the Board of Directors (the “Board”) of Discover Financial Services (“Discover”), we are pleased to confirm the terms of your continued service as Interim Chief Executive Officer an |
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| March 14, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 14, 2025 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 |
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| March 14, 2025 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Feb 28, Jan 31, Dec 31, Nov 30, Oct 31, Sep 30, Aug 31, Jul 31, Jun 30, May 31, Apr 30, Mar 31, 2025 2025 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 Ending Loans $ 99.2 $ 100.6 $ 102.8 $ 101.3 $ 100.7 $ 100.5 $ 100.6 $ 10 |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOV |
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| February 20, 2025 |
Exhibit 21 DISCOVER FINANCIAL SERVICES SUBSIDIARIES Subsidiary Jurisdiction of Incorporation or Formation DFS Corporate Services LLC Delaware DFS International Inc. |
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| February 20, 2025 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes our common stock, par value $0.01 per share, of Discover Financial Services, which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934. In this summary, the terms “we” and “our” refer to Discover Fina |
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| February 20, 2025 |
Exhibit 10.57 Discover Financial Services 2023 Omnibus Incentive Plan 2025 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| February 20, 2025 |
Exhibit 10.58 Discover Financial Services 2023 Omnibus Incentive Plan 2025 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| February 20, 2025 |
Exhibit 10.61 [DISCOVER LETTERHEAD] December 11, 2024 Discover Financial Services (the “Company”) is considering paying or settling some of your 2025 compensation early. The early payment and settlement are designed to reduce potential adverse tax consequences that you may experience as a result of the acquisition by Capital One Financial Corporation (“Capital One”). You are not required to agree |
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| February 20, 2025 |
Severance Plan Summary Plan Description Exhibit 10.59 Severance Plan Summary Plan Description 2024 The Discover Financial Services Welfare Benefits Plan (Plan) includes a variety of welfare benefits, including the plan of Discover Financial Services and its domestic affiliates (Discover), regarding severance pay and pay in lieu of notice of termination (Severance Plan). The Plan is a “welfare plan” within the meaning of Section 3(1) of |
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| February 20, 2025 |
Exhibit 10.60 [DISCOVER LETTERHEAD] Private and Confidential [●], 2024 [Name] [Address] [Name], Reference is made to (1) the Agreement and Plan of Merger, dated as of February 19, 2024 (the “Merger Agreement”), by and among Discover Financial Services (the “Company”), Capital One Financial Corporation (“Capital One”) and Vega Merger Sub, Inc. and (2) the Discover Financial Services Change in Contr |
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| February 20, 2025 |
Summary of Employment Terms of John B. Owen Exhibit 10.40 Summary of Employment Terms of John B. Owen On August 13, 2023, the Board of Directors (the “Board”) of Discover Financial Services (the “Company”) appointed John B. Owen as Interim Chief Executive Officer and Interim President of the Company and Interim President of Discover Bank, effective August 14, 2023. In connection therewith, the following compensation arrangements were approv |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINANCIAL SERVIC |
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| February 20, 2025 |
DISCOVER FINANCIAL SERVICES INSIDER TRADING POLICY Exhibit 19 DISCOVER FINANCIAL SERVICES INSIDER TRADING POLICY Policy The purpose of this Insider Trading Policy (this “Policy”) is to guard against the misuse and improper disclosure of material nonpublic Information (“MNPI”) and to avoid the appearance of impropriety that may arise in connection with the personal trading by the Board of Directors (“Directors”) of Discover Financial Services (“DFS”) and employees (for the avoidance of doubt, all references herein to “employees” shall include officers) of DFS and its subsidiaries (collectively referred to as the “Company”). |
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| February 20, 2025 |
Summary of Cash Award for J. Michael Shepherd Exhibit 10.62 Summary of Cash Award for J. Michael Shepherd On December 23, 2024, the Compensation and Human Capital Committee of the Boards of Directors of Discover Financial Services (the “Company”) and Discover Bank (the “Bank”) approved a one-time cash award of $1,500,000 to J. Michael Shepherd, Interim Chief Executive Officer and President of the Company and Interim President of the Bank, to |
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| February 20, 2025 |
Exhibit 10.28 DISCOVER FINANCIAL SERVICES DIRECTORS’ COMPENSATION PLAN Amended and Restated Effective December 12, 2024 Section 1. Purpose Discover Financial Services, a Delaware corporation (the “Company”), hereby adopts the Discover Financial Services Directors’ Compensation Plan (the “Plan”). The purpose of the Plan is to set forth the annual compensation for non-employee directors and to promo |
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| February 18, 2025 |
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): February 18, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Other Jurisdiction |
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| February 18, 2025 |
Capital One and Discover Stockholders Approve Capital One’s Proposed Acquisition of Discover Exhibit 99.1 Media Relations Investor Relations Sie Soheili Danielle Dietz [email protected] [email protected] Matthew Towson Erin Stieber [email protected] [email protected] FOR IMMEDIATE RELEASE: February 18, 2025 Capital One and Discover Stockholders Approve Capital One’s Proposed Acquisition of Discover MCLEAN, VA, FEBRUARY 18, 2025 — Capital One Fina |
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| February 14, 2025 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Jan 31, Dec 31, Nov 30, Oct 31, Sep 30, Aug 31, Jul 31, Jun 30, May 31, Apr 30, Mar 31, Feb 29, 2025 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 Ending Loans $ 100.6 $ 102.8 $ 101.3 $ 100.7 $ 100.5 $ 100.6 $ 100.5 $ 1 |
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| February 14, 2025 |
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): February 14, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| February 10, 2025 |
425 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): February 10, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Other Jurisdic |
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| February 10, 2025 |
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): February 10, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Other Jurisdiction |
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| February 10, 2025 |
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 February 10, 2025 Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdiction of incorporation) |
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| January 28, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| January 24, 2025 |
425 1 d918322d425.htm 425 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 January 24, 2025 Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisd |
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| January 23, 2025 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q4 2024 Capital One Financial Corpo |
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| January 22, 2025 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Dec 31, 2024 vs. Dec 31, 2023 Dec 31, 2024 Dec 31, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $4,989 $5,112 $4,971 $4,948 $4,868 $121 2 % $20,020 $17,845 $2,175 12 % Interest Expen |
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| January 22, 2025 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2024 Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Dec 31, 2024 vs. Dec 31, 2023 Dec 31, 2024 Dec 31, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $4,989 $5,112 $4,971 $4,948 $4,868 $121 2 % $20,020 $17,845 $2,175 12 % Interest Expen |
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| January 22, 2025 |
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): January 22, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| January 22, 2025 |
EX-99.3 4 a4q24earningspresentatio.htm EX-99.3 ©2025 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2024 & 4Q24 Financial Results January 22, 2025 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 |
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| January 22, 2025 |
©2025 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2024 & 4Q24 Financial Results January 22, 2025 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 fin |
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| January 22, 2025 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS FOURTH QUARTER 2024 NET INCOME OF $1.3 BILLION OR $5.11 PER DILUTED SHARE AND FULL YEAR NET INCOME OF $4.5 BILLION OR $17.72 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Fourh Quarter 2024 Results 2024 2023 YOY Change Total loans, end of period (in billions) $121.1 $12 |
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| January 22, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 22, 2025 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| January 22, 2025 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS FOURTH QUARTER 2024 NET INCOME OF $1.3 BILLION OR $5.11 PER DILUTED SHARE AND FULL YEAR NET INCOME OF $4.5 BILLION OR $17.72 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Fourh Quarter 2024 Results 2024 2023 YOY Change Total loans, end of period (in billions) $121.1 $12 |
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| January 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| December 27, 2024 |
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 |
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| December 23, 2024 |
Amendment No. 5 to Discover Financial Services Employee Stock Purchase Plan Exhibit 10.1 Amendment No. 5 to Discover Financial Services Employee Stock Purchase Plan The Discover Financial Services Employee Stock Purchase Plan, as heretofore amended (the “Plan”), is hereby amended in the following respects, effective August 1, 2024: 1.Section 2 of the Plan is hereby amended to clarify the classes of individuals who are excluded from participating in the Plan by substitutin |
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| December 23, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| December 23, 2024 |
Exhibit 10.2 EXECUTION COPY – FOR SETTLEMENT PURPOSES ONLY VIA E-MAIL September 1, 2024 Hope Mehlman [address on file] Dear Hope: This letter (the “Agreement”) sets forth the terms of the agreement between you and Discover Financial Services (“Discover”) relating to your continued employment by Discover in light of the pending acquisition of Discover by Capital One Financial Corporation (the “Merg |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001- |
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| December 23, 2024 |
EXECUTION COPY – SECOND RELEASE / AMENDMENT Exhibit 10.3 EXECUTION COPY – SECOND RELEASE / AMENDMENT VIA EMAIL November 26, 2024 Hope Mehlman [address on file] Dear Hope: Amendment to Agreement Between Hope Mehlman and Discover Financial Services, dated September 5, 2024 (the “September 5th Agreement) The parties hereby agree that paragraph 1 of the September 5th Agreement is hereby amended to provide that Ms. Mehlman’s last day of employme |
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| December 23, 2024 |
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 |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOV |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER |
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| December 19, 2024 |
Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| December 19, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation and Discover Financial Services issued the followi |
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| December 17, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation and Discover Financial Services issued the followi |
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| December 13, 2024 |
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 11, 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 |
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| December 13, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Nov 30, Oct 31, Sep 30, Aug 31, Jul 31, Jun 30, May 31, Apr 30, Mar 31, Feb 29, Jan 31, Dec 31, 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 2023 Ending Loans $ 101.3 $ 100.7 $ 100.5 $ 100.6 $ 100.5 $ 100.1 $ 99.8 $ 99 |
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| December 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 13, 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 |
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| November 27, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83) CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” |
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| November 27, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83) CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” |
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| November 25, 2024 |
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): November 25, 2024 (November 19, 2024) DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State o |
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| November 25, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES RECEIVES NYSE NOTICE REGARDING FILING OF FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2024 AND ANNOUNCES DECISION TO RESTATE CERTAIN PRIOR PERIOD FINANCIAL STATEMENTS RIVERWOODS, IL, Nov. 25, 2024 – Discover Financial Services (NYSE: DFS) (the “Company”) today announced, as required under the New York Stock Exchange (the “NYSE”) Listed Company Manua |
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| November 25, 2024 |
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): November 25, 2024 (November 19, 2024) DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State o |
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| November 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Oct 31, Sep 30, Aug 31, Jul 31, Jun 30, May 31, Apr 30, Mar 31, Feb 29, Jan 31, Dec 31, Nov 30, 2024 2024 2024 2024 2024 2024 2024 2024 2024 2024 2023 2023 Ending Loans $ 100.7 $ 100.5 $ 100.6 $ 100.5 $ 100.1 $ 99.8 $ 99.7 $ 99. |
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| November 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 14, 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 |
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| November 13, 2024 |
Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-33378 CUSIP: 254709108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 1 |
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| November 12, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) Capital One Financial Corporation will run the following radio sponsorships, website |
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| October 25, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q3 2024 Capital One Financial Corpo |
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| October 24, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83) CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” |
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| October 24, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY DISCOVER FINANCIAL SERVICES PURSUANT TO 17 C.F.R. § 200.83 (RULE 83) CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” |
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| October 16, 2024 |
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 3Q24 Financial Results October 16, 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, |
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| October 16, 2024 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Nine Months Ended Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Sep 30, 2024 vs. Sep 30, 2023 Sep 30, 2024 Sep 30, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $5,112 $4,971 $4,948 $4,868 $4,610 $502 11 % $15,031 $12,977 $2,054 16 % Interest Expens |
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| October 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 16, 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 |
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| October 16, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS THIRD QUARTER 2024 NET INCOME OF $965 MILLION OR $3.69 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND FOR COMMON STOCK Third Quarter 2024 Results 2024(1) 2023 YOY Change Total loans, end of period (in billions) $127.0 $122.7 4% Total revenue net of interest expense (in millions) $4,453 $4,044 10% Total net charge-off rate 4.86% 3.5 |
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| October 16, 2024 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Nine Months Ended Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Sep 30, 2024 vs. Sep 30, 2023 Sep 30, 2024 Sep 30, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $5,112 $4,971 $4,948 $4,868 $4,610 $502 11 % $15,031 $12,977 $2,054 16 % Interest Expens |
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| October 16, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS THIRD QUARTER 2024 NET INCOME OF $965 MILLION OR $3.69 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND FOR COMMON STOCK Third Quarter 2024 Results 2024(1) 2023 YOY Change Total loans, end of period (in billions) $127.0 $122.7 4% Total revenue net of interest expense (in millions) $4,453 $4,044 10% Total net charge-off rate 4.86% 3.5 |
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| October 16, 2024 |
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 3Q24 Financial Results October 16, 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, |
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| October 16, 2024 |
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): October 16, 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 |
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| October 4, 2024 |
CORRESP October 4, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Michael Henderson Marc Thomas Re: Discover Financial Services Form 10-K for the Year Ended December 31, 2023 File No. 001-33378 Dear Messrs. Henderson and Thomas: Discover Financial Services (the “Company”) respectfully informs the Staff (the |
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| September 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 13, 2024 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdictio |
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| September 13, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials posted to the website www.capitalonediscover.c |
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| September 13, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Aug 31, Jul 31, Jun 30, May 31, Apr 30, Mar 31, Feb 29, Jan 31, Dec 31, Nov 30, Oct 31, Sep 30, 2024 2024 2024 2024 2024 2024 2024 2024 2023 2023 2023 2023 Ending Loans $ 100.6 $ 100.5 $ 100.1 $ 99.8 $ 99.7 $ 99.5 $ 99.9 $ 101.0 |
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| September 6, 2024 |
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): August 30, 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 o |
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| August 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 14, 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 o |
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| August 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Jul 31, 2024 Jun 30, 2024 May 31, 2024 Apr 30, 2024 Mar 31, 2024 Feb 29, 2024 Jan 31, 2024 Dec 31, 2023 Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Ending Loans $ 100.5 $ 100.1 $ 99.8 $ 99.7 $ 99.5 $ 99.9 $ 101.0 $ 102.3 |
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| July 31, 2024 |
Exhibit 10.2 [•] Dear [•]: Following the recent announcement of the merger between Discover Financial Services (the “Company”) and Capital One Financial Corporation (“Capital One”), we are establishing a Merger Retention Program for a select group of employees. You have been identified as an employee eligible to participate in the Merger Retention Program. According to the terms and conditions des |
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| July 31, 2024 |
Exhibit 10.1 DISCOVER FINANCIAL SERVICES CHANGE IN CONTROL SEVERANCE POLICY Amended and Restated May 3, 2024 TABLE OF CONTENTS Page 1. Purpose............................................................................................................... 1 2. Effective Date.................................................................................................… 1 3. Definitions............ |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINAN |
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| July 24, 2024 |
425 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 July 24, 2024 Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdiction of incorporation) |
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| July 24, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 333-278812) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q2 2024 Capital One Financial Corpo |
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| July 18, 2024 |
425 Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| July 17, 2024 |
PURCHASE AGREEMENT by and between DISCOVER BANK SANTIAGO HOLDINGS, LP Dated as of July 17, 2024 EX-10.1 Exhibit 10.1 PURCHASE AGREEMENT by and between DISCOVER BANK and SANTIAGO HOLDINGS, LP Dated as of July 17, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 ARTICLE II PURCHASE AND SALE Section 2.1 Purchase and Sale of Purchased Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 21 Section 2.4 Retained Liabilities 22 Section 2. |
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| July 17, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS SECOND QUARTER 2024 NET INCOME OF $1.5 BILLION OR $6.06 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Second Quarter 2024 Results 2024(1) (2) 2023 YOY Change Total loans, end of period (in billions) $127.6 $117.9 8% Total revenue net of interest expense (in millions) $4 |
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| July 17, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS SECOND QUARTER 2024 NET INCOME OF $1.5 BILLION OR $6.06 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Second Quarter 2024 Results 2024(1) (2) 2023 YOY Change Total loans, end of period (in billions) $127.6 $117.9 8% Total revenue net of interest expense (in millions) $4 |
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| July 17, 2024 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Six Months Ended Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Jun 30, 2024 vs. Jun 30, 2023 Jun 30, 2024 Jun 30, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $4,971 $4,948 $4,868 $4,610 $4,290 $681 16 % $9,919 $8,367 $1,552 19 % Interest Expense 1 |
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| July 17, 2024 |
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): July 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 |
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| July 17, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 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 |
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| July 17, 2024 |
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2Q24 Financial Results July 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, st |
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| July 17, 2024 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY (unaudited, in millions, except per share statistics) Quarter Ended Six Months Ended Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Jun 30, 2024 vs. Jun 30, 2023 Jun 30, 2024 Jun 30, 2023 2024 vs. 2023 EARNINGS SUMMARY Interest Income $4,971 $4,948 $4,868 $4,610 $4,290 $681 16 % $9,919 $8,367 $1,552 19 % Interest Expense 1 |
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| July 17, 2024 |
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): July 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 |
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| July 17, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services (Commission File No.: 001-33378) Date: July 17, 2024 The following press release was issued by Capital One on July 17, 2024. Media Re |
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| July 17, 2024 |
DISCOVER FINANCIAL SERVICES ANNOUNCES AGREEMENT TO SELL PRIVATE STUDENT LOAN PORTFOLIO EX-99.1 Exhibit 99.1 DISCOVER FINANCIAL SERVICES ANNOUNCES AGREEMENT TO SELL PRIVATE STUDENT LOAN PORTFOLIO Riverwoods, IL, July 17, 2024 – Discover Financial Services (NYSE: DFS) announced today that Discover Bank (“Discover”) has entered into an agreement to sell its private student loan portfolio to one or more strategic partnerships comprised of investment vehicles and accounts managed by Carl |
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| July 17, 2024 |
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2Q24 Financial Results July 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, st |
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| July 3, 2024 |
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): July 1, 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 i |
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| June 20, 2024 |
Statement of Eligibility of Trustee on Form T-1 for U.S. Bank Trust Company, National Association Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check If An Application to Determine Eligibility of A Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| June 20, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on June 20, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. |
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| June 20, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Discover Financial Services (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title (1)(2) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R |
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| June 14, 2024 |
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): June 14, 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 |
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| June 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) May 31, 2024 Apr 30, 2024 Mar 31, 2024 Feb 29, 2024 Jan 31, 2024 Dec 31, 2023 Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 Ending Loans $ 99.8 $ 99.7 $ 99.5 $ 99.9 $ 101.0 $ 102.3 $ 100.9 $ 98.7 |
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| May 24, 2024 |
Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| May 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Apr 30, 2024 Mar 31, 2024 Feb 29, 2024 Jan 31, 2024 Dec 31, 2023 Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Ending Loans $ 99.7 $ 99.5 $ 99.9 $ 101.0 $ 102.3 $ 100.9 $ 98.7 $ 97.4 |
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| May 14, 2024 |
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): May 14, 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 i |
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| May 10, 2024 |
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): May 9, 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 in |
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| May 2, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials presented at Capital One’s Annual Stockholder |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINA |
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| May 1, 2024 |
Exhibit 10.2 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| May 1, 2024 |
Exhibit 10.1 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| May 1, 2024 |
Exhibit 10.3 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| May 1, 2024 |
Exhibit 10.6 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| April 26, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from the Q1 2024 Capital One Financial Corpor |
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| April 26, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following are copies of materials posted to the website www.capitalonediscover.c |
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| April 22, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| April 22, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is an editorial published in the Chicago Tribune on April 22, 2024. Da |
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| April 17, 2024 |
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, |
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| April 17, 2024 |
©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, s |
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| April 17, 2024 |
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 |
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| April 17, 2024 |
©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, s |
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| April 17, 2024 |
Exhibit 99.1 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-of |
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| April 17, 2024 |
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, |
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| April 17, 2024 |
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 |
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| April 17, 2024 |
Exhibit 99.1 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-of |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| March 27, 2024 |
EX-10.2 Exhibit 10.2 [Discover Letterhead] March 27, 2024 J. Michael Shepherd, Address on file with Discover Re: Terms of Employment – Interim Chief Executive Officer and Interim President Dear Michael: On behalf of the Board of Directors (the “Board”) of Discover Financial Services (“Discover”), we are pleased to confirm the terms of your service as Interim Chief Executive Officer and President. |
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| March 27, 2024 |
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): March 26, 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 |
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| March 27, 2024 |
EX-10.1 Exhibit 10.1 March 27, 2024 Michael G. Rhodes, at the address on file with Discover Financial Services. Dear Michael, This letter agreement (this “Agreement”), dated as of March 27, 2024 (the “Effective Date”) sets forth the terms we have agreed regarding your transition from Discover Financial Services (the “Company”), including your service through April 12, 2024 (the “Separation Date”) |
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| March 21, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is an editorial published in the Delaware News Journal on March 21, 20 |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| March 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Feb 29, 2024 Jan 31, 2024 Dec 31, 2023 Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Ending Loans $ 99.9 $ 101.0 $ 102.3 $ 100.9 $ 98.7 $ 97.4 $ 96.9 $ 95.6 |
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| March 14, 2024 |
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): March 14, 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 |
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| March 11, 2024 |
425 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 March 11, 2024 Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdiction of incorporation) |
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| March 6, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following transcript is an excerpt from Capital One Financial Corporation’s Pres |
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| February 27, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a transcript from Capital One Financial Corporation’s Presentation |
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| February 27, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a letter sent from Capital One Financial Corporation’s Chief Execut |
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| February 23, 2024 |
Amendment No. 11 to the Discover Financial Services Directors’ Compensation Plan Exhibit 10.43 Amendment No. 11 to the Discover Financial Services Directors’ Compensation Plan The Discover Financial Services Directors’ Compensation Plan (the “Plan”) is hereby amended in the following respects: 1.Effective January 1, 2024, amend Section 5(a)(ii) by replacing “$170,000” therein with “$190,000.” 2.Delete Section 7(b) in its entirety and replace said subsection with the following: |
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| February 23, 2024 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes our common stock, par value $0.01 per share, of Discover Financial Services, which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934. In this summary, the terms “we” and “our” refer to Discover Fina |
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| February 23, 2024 |
Exhibit 10.44 DISCOVER FINANCIAL SERVICES DIRECTORS' VOLUNTARY NONQUALIFIED DEFERRED COMPENSATION PLAN (Effective April 10, 2008) Discover Financial Services (the "Company") hereby establishes this Directors' Voluntary Nonqualified Deferred Compensation Plan (the "Plan") to assist the Company in attracting and retaining persons of competence and stature to serve as Directors by giving those Direct |
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| February 23, 2024 |
Exhibit 10.62 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| February 23, 2024 |
DISCOVER FINANCIAL SERVICES COMPENSATION RECOUPMENT POLICY Exhibit 97 DISCOVER FINANCIAL SERVICES COMPENSATION RECOUPMENT POLICY This Discover Financial Services Compensation Recoupment Policy (the “Policy”) has been adopted by the Compensation and Leadership Development Committee of the Board of Directors (the “Board”) of Discover Financial Services (the “Company”) on October 25, 2023 provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U. |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINANCIAL SERVIC |
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| February 23, 2024 |
Exhibit 21 DISCOVER FINANCIAL SERVICES SUBSIDIARIES Subsidiary Jurisdiction of Incorporation or Formation DFS Corporate Services LLC Delaware DFS International Inc. |
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| February 23, 2024 |
Exhibit 10.61 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Performance Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Performance Stock Units (“PSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incenti |
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| February 23, 2024 |
Exhibit 4.4 DISCOVER FINANCIAL SERVICES and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Second Supplemental Indenture Dated as of November 2, 2023 to Senior Indenture Dated as of June 12, 2007 Table of Contents Page ARTICLE I AMENDMENTS Section 1.1 Applicability......................................................................................... 1 Section 1.2 Amendments of Sectio |
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| February 23, 2024 |
Exhibit 10.60 Discover Financial Services 2023 Omnibus Incentive Plan 2024 Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term incentive |
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| February 22, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DISCOVER FINANCIAL SERVICES, CAPITAL ONE FINANCIAL CORPORATION AND VEGA MERGER SUB, INC. Dated as of February 19, 2024 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Discover Common Stock 2 1.6 Capital One Stock 3 1.7 Merger Sub Common Stock 3 1.8 Discover |
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| February 22, 2024 |
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 February 22, 2024 (February 19, 2024) Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdictio |
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| February 22, 2024 |
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): February 19, 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 |
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| February 22, 2024 |
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): February 19, 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 |
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| February 20, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a transcript of the conference call held by Capital One Financial C |
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| February 20, 2024 |
Filed by: Discover Financial Services 425 Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
Investor Presentation February 20, 2024 #ᴅʟᴘMICRODOT [{'title': 'Data Security Classification', 'text': 'Internal'}]END Exhibit 99. |
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| February 20, 2024 |
Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
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): February 19, 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 |
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| February 20, 2024 |
Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
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 February 20, 2024 (February 19, 2024) Date of Report (Date of earliest event reported) CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-13300 54-1719854 (State or other jurisdictio |
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| February 20, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
EX-99.1 Exhibit 99.1 Media Release Investor Relations Danielle Dietz [email protected] Jeff Norris [email protected] Eric Wasserstrom [email protected] Media Relations Sie Soheili [email protected] Carlisle Campbell [email protected] Matthew Towson [email protected] Capital One to Acquire Discover Under the terms of the agreement, Di |
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| February 20, 2024 |
Filed by: Discover Financial Services Filed by: Discover Financial Services Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Discover Financial Services Commission File No. |
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| February 20, 2024 |
Filed by Capital One Financial Corporation (Commission File No.: 001-13300) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended Subject Company: Discover Financial Services (Commission File No.: 001-33378) The following is a transcript of a video message to Capital One employees and posted |
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| February 14, 2024 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Jan 31, 2024 Dec 31, 2023 Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Ending Loans $ 101.0 $ 102.3 $ 100.9 $ 98.7 $ 97.4 $ 96.9 $ 95.6 $ 94.0 |
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| February 14, 2024 |
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): February 14, 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 |
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| February 13, 2024 |
DFS / Discover Financial Services / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0768-discoverfinancialserv.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Discover Financial Services Title of Class of Securities: Common Stock CUSIP Number: 254709108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b |
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| February 9, 2024 |
DFS / Discover Financial Services / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Discover Financial Services (Name of Issuer) Common Stock (Title of Class of Securities) 254709108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 1, 2024 |
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): February 1, 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 |
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| January 29, 2024 |
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): January 25, 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 |
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| January 17, 2024 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS FOURTH QUARTER 2023 NET INCOME OF $388 MILLION OR $1.54 PER DILUTED SHARE AND FULL YEAR NET INCOME OF $2.9 BILLION OR $11.26 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Fourth Quarter 2023 Results 2023 2022(1) YOY Change Total loans, end of period (in billions) $128.4 |
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| January 17, 2024 |
©2024 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2023 & 4Q23 Financial Results January 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 fin |
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| January 17, 2024 |
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): January 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 |
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| January 17, 2024 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY 1 (unaudited, in millions, except per share statistics) Quarter Ended Twelve Months Ended Dec 31, 2023 Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Dec 31, 2022 Dec 31, 2023 vs. Dec 31, 2022 Dec 31, 2023 Dec 31, 2022 2023 vs. 2022 EARNINGS SUMMARY Interest Income $4,868 $4,610 $4,290 $4,077 $3,856 $1,012 26 % $17,845 $12,864 $4,981 39 % Interest |
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| January 12, 2024 |
January 12, 2024 Jee Yeon Ahn Office of Finance Division of Corporation Finance U. |
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| December 13, 2023 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Nov 30, 2023 Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Jan 31, 2023 Dec 31, 2022 Ending Loans $ 100.9 $ 98.7 $ 97.4 $ 96.9 $ 95.6 $ 94.0 $ 92.9 $ 91.3 $ |
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| December 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 13, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| December 11, 2023 |
Exhibit 10.1 December 7, 2023 Michael Rhodes at the address on file with Discover Financial Services. Re: Terms of Employment – Chief Executive Officer Dear Michael: On behalf of the Board of Directors (the “Board”) of Discover Financial Services (“Discover”), we are pleased to confirm the terms of your joining Discover as Chief Executive Officer: 1. Effective Date. Your employment will commence o |
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| December 11, 2023 |
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 7, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Other Jurisdiction |
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| December 11, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Discover Financial Services Appoints Michael G. Rhodes Chief Executive Officer and President Rhodes Brings More than 25 Years of Consumer Banking, Financial, and Technology Leadership to the Role Riverwoods, IL, December 11, 2023 – Discover Financial Services (NYSE: DFS) today announced that the Company’s Board of Directors (the “Board”) has appointed Michael G. |
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| November 29, 2023 |
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): November 29, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| November 29, 2023 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES TO EXPLORE SALE OF DISCOVER STUDENT LOANS PORTFOLIO Company to Pursue Transfer of Servicing to Third-Party Provider and Plans to Cease Student Loan Originations February 1, 2024 Riverwoods, IL, Nov. 29, 2023 – Discover Financial Services (NYSE: DFS) today announced that the Company’s Board of Directors (the “Board”) has authorized Discover management to exp |
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| November 14, 2023 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Oct 31, 2023 Sep 30, 2023 Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Jan 31, 2023 Dec 31, 2022 Nov 30, 2022 Ending Loans $ 98.7 $ 97.4 $ 96.9 $ 95.6 $ 94.0 $ 92.9 $ 91.3 $ 89.8 $ 8 |
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| November 14, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 14, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| November 2, 2023 |
Form of 7.964% Fixed-to-Floating Rate Senior Note due 2034 Exhibit 4.1 DISCOVER FINANCIAL SERVICES 7.964% FIXED-TO-FLOATING RATE SENIOR NOTE REGISTERED No. Fixed-[ ] $[ ] CUSIP: 254709 AT5 ISIN: US254709AT53 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGI |
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| November 2, 2023 |
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): November 2, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| November 2, 2023 |
Exhibit 1.1 Execution Version $1,000,000,000 Discover Financial Services 7.964% Fixed-to-Floating Rate Senior Notes due 2034 Underwriting Agreement October 30, 2023 Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto Barclays Capital Inc. 745 Seventh Avenue New York, New York 1 |
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| November 2, 2023 |
Exhibit 4.2 Execution Version DISCOVER FINANCIAL SERVICES and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Second Supplemental Indenture Dated as of November 2, 2023 to Senior Indenture Dated as of June 12, 2007 Table of Contents Page ARTICLE I AMENDMENTS Section 1.1 Applicability 1 Section 1.2 Amendments of Section 1.01 2 Section 1.3 Amendments of Section 2.03 3 Section 1.4 Amendment |
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| October 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Discover Financial Services (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 7. |
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| October 31, 2023 |
$1,000,000,000 7.964% Fixed-to-Floating Rate Senior Notes due November 2, 2034 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257242 PROSPECTUS SUPPLEMENT (To Prospectus dated June 21, 2021) $1,000,000,000 7.964% Fixed-to-Floating Rate Senior Notes due November 2, 2034 We are offering $1,000,000,000 aggregate principal amount of 7.964% Fixed-to-Floating Rate Senior Notes due November 2, 2034 (the “Senior Notes”). The Senior Notes will mature on Novem |
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| October 30, 2023 |
Subject to Completion, dated October 30, 2023 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257242 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not perm |
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| October 30, 2023 |
TERM SHEET Dated October 30, 2023 7.964% Fixed-to-Floating Rate Senior Notes due 2034 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257242 TERM SHEET Dated October 30, 2023 $1,000,000,000 7.964% Fixed-to-Floating Rate Senior Notes due 2034 This term sheet relates only to the securities described below and supplements and should be read together with the preliminary prospectus supplement, dated October 30, 2023 (including the documents incorporated b |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER |
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| October 26, 2023 |
Exhibit 3.1 As amended and restated on October 26, 2023 AMENDED AND RESTATED BYLAWS OF DISCOVER FINANCIAL SERVICES (hereinafter called the “Corporation”) ARTICLE 1. OFFICES AND RECORDS Section 1.01.Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle. Section 1.02.Other Offices. The Corporation may have s |
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| October 18, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 18, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| October 18, 2023 |
©2023 DISCOVER FINANCIAL SERVICES Exhibit 99.3 3Q23 Financial Results October 18, 2023 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, |
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| October 18, 2023 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS THIRD QUARTER 2023 NET INCOME OF $683 MILLION OR $2.59 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND FOR COMMON STOCK Third Quarter 2023 Results 2023 2022(1) YOY Change Total loans, end of period (in billions) $122.7 $104.9 17% Total revenue net of interest expense (in millions) $4,044 $3,468 17% Total net charge-off rate 3.52% 1. |
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| October 18, 2023 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY 1 (unaudited, in millions, except per share statistics) Quarter Ended Nine Months Ended Sep 30, 2023 Jun 30, 2023 Mar 31, 2023 Dec 31, 2022 Sep 30, 2022 Sep 30, 2023 vs. Sep 30, 2022 Sep 30, 2023 Sep 30, 2022 2023 vs. 2022 EARNINGS SUMMARY Interest Income $4,610 $4,290 $4,077 $3,856 $3,357 $1,253 37 % $12,977 $9,008 $3,969 44 % Interest Exp |
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| September 29, 2023 |
Exhibit 99.1 FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. ) In the Matter of ) ) CONSENT ORDER DISCOVER BANK ) GREENWOOD, DELAWARE ) ) ) (INSURED STATE NONMEMBER BANK) ) FDIC-23-0014b ) ) The Federal Deposit Insurance Corporation (FDIC) is the appropriate Federal banking agency for Discover Bank, Greenwood, Delaware (Bank), under section 3(q) of the Federal Deposit Insurance Act (Act), |
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| September 29, 2023 |
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): September 25, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdictio |
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| September 11, 2023 |
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): September 11, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdictio |
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| September 11, 2023 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Aug 31, 2023 Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Jan 31, 2023 Dec 31, 2022 Nov 30, 2022 Oct 31, 2022 Sep 30, 2022 Ending Loans $ 96.9 $ 95.6 $ 94.0 $ 92.9 $ 91.3 $ 89.8 $ 89.6 $ 90.0 $ 9 |
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| September 5, 2023 |
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): September 5, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction |
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| September 5, 2023 |
EX-99.1 Exhibit 99.1 DISCOVER FINANCIAL SERVICES AND DISCOVER BANK APPOINT KATHY “MOE” LONOWSKI TO THEIR BOARDS OF DIRECTORS RIVERWOODS, IL, Sept. 5, 2023— Discover Financial Services (NYSE: DFS) today announced that Kathy “Moe” Lonowski has been appointed to the Boards of Directors of Discover Financial Services and its subsidiary, Discover Bank, effective immediately. She will serve on the Board |
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| August 14, 2023 |
EX-99.1 Exhibit 99.1 DISCOVER FINANCIAL SERVICES ANNOUNCES LEADERSHIP TRANSITION Roger Hochschild Steps Down as Chief Executive Officer and President John Owen Appointed Interim CEO and President RIVERWOODS, Ill., August 14, 2023 – Discover Financial Services (NYSE: DFS) today announced that the Discover Board of Directors and Roger Hochschild have agreed that Hochschild will step down as Chief Ex |
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| August 14, 2023 |
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): August 14, 2023 DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or other jurisdiction o |
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| August 14, 2023 |
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): August 14, 2023 (August 13, 2023) DISCOVER FINANCIAL SERVICES (Exact name of registrant as specified in its charter) Commission File Number: 001-33378 Delaware 36-2517428 (State or Ot |
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| August 14, 2023 |
DISCOVER FINANCIAL SERVICES NAMES J. MICHAEL SHEPHERD TO ITS BOARD OF DIRECTORS EX-99.2 Exhibit 99.2 DISCOVER FINANCIAL SERVICES NAMES J. MICHAEL SHEPHERD TO ITS BOARD OF DIRECTORS RIVERWOODS, Ill., August 14, 2023 – Discover Financial Services (DFS) announced today that J. Michael Shepherd will join the Company’s Board of Directors, effective immediately, and will serve on the Board’s Risk Oversight Committee. Shepherd brings a unique set of skills developed over his disting |
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| August 14, 2023 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) Jul 31, 2023 Jun 30, 2023 May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Jan 31, 2023 Dec 31, 2022 Nov 30, 2022 Oct 31, 2022 Sep 30, 2022 Aug 31, 2022 Ending Loans $ 95.6 $ 94.0 $ 92.9 $ 91.3 $ 89.8 $ 89.6 $ 90.0 $ 90.1 $ 8 |
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| August 14, 2023 |
EX-10.1 Exhibit 10.1 August 13, 2023 Roger C. Hochschild, at the address on file with Discover Financial Services. Dear Roger, This letter agreement (this “Agreement”) sets forth the terms we have agreed regarding your transition from Discover Financial Services (the “Company”), including your service as an Advisor to the Chair of the Company’s Board of Directors (the “Board”) through December 31, |
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| July 28, 2023 |
Discover Financial Services Severance Plan Summary Plan Description Exhibit 10.3 Discover Financial Services Severance Plan Summary Plan Description 2019 The Discover Financial Services Welfare Benefits Plan (Plan) includes a variety of welfare benefits, including the plan of Discover Financial Services and its domestic affiliates (Discover), regarding severance pay and pay in lieu of notice of termination (Severance Plan). The Plan is a “welfare plan” within the |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33378 DISCOVER FINAN |
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| July 28, 2023 |
Exhibit 10.2 Discover Financial Services 2023 Omnibus Incentive Plan 2023 Special Award Certificate for Restricted Stock Units This Award Certificate describes the terms and conditions under which you are being granted an Award of Restricted Stock Units (“RSUs”) under the Discover Financial Services 2023 Omnibus Incentive Plan (the “Plan”), which constitutes part of your discretionary long-term in |
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| July 19, 2023 |
DISCOVER FINANCIAL SERVICES Exhibit 99.2 EARNINGS SUMMARY 1 (unaudited, in millions, except per share statistics) Quarter Ended Six Months Ended Jun 30, 2023 Mar 31, 2023 Dec 31, 2022 Sep 30, 2022 Jun 30, 2022 Jun 30, 2023 vs. Jun 30, 2022 Jun 30, 2023 Jun 30, 2022 2023 vs. 2022 EARNINGS SUMMARY Interest Income $4,290 $4,077 $3,856 $3,357 $2,915 $1,375 47 % $8,367 $5,651 $2,716 48 % Interest Expen |
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| July 19, 2023 |
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): July 19, 2023 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 |
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| July 19, 2023 |
Exhibit 99.1 DISCOVER FINANCIAL SERVICES REPORTS SECOND QUARTER 2023 NET INCOME OF $901 MILLION OR $3.54 PER DILUTED SHARE BOARD OF DIRECTORS DECLARES SEMI-ANNUAL DIVIDEND FOR PREFERRED STOCK AND QUARTERLY DIVIDEND FOR COMMON STOCK Second Quarter 2023 Results 2023 2022(1) YOY Change Total loans, end of period (in billions) $117.9 $99.3 19% Total revenue net of interest expense (in millions) $3,878 |
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| July 19, 2023 |
a2q23earningspresentatio ©2023 DISCOVER FINANCIAL SERVICES Exhibit 99.3 2Q23 Financial Results July 19, 2023 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 |
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| June 13, 2023 |
Exhibit 99.1 Discover Financial Services Monthly Credit Card Charge-off and Delinquency Statistics As of and for each of the twenty-four months ended (dollars in billions) May 31, 2023 Apr 30, 2023 Mar 31, 2023 Feb 28, 2023 Jan 31, 2023 Dec 31, 2022 Nov 30, 2022 Oct 31, 2022 Sep 30, 2022 Aug 31, 2022 Jul 31, 2022 Jun 30, 2022 Ending Loans $ 92.9 $ 91.3 $ 89.8 $ 89.6 $ 90.0 $ 90.1 $ 87.9 $ 85.4 $ 8 |
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| June 13, 2023 |
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): June 13, 2023 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 |
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| June 1, 2023 |
DISCOVER FINANCIAL SERVICES NAMES DANIELA O’LEARY-GILL TO ITS BOARD OF DIRECTORS EX-99.1 Exhibit 99.1 DISCOVER FINANCIAL SERVICES NAMES DANIELA O’LEARY-GILL TO ITS BOARD OF DIRECTORS RIVERWOODS, IL, June 1, 2023— Discover Financial Services (DFS) announced today that Daniela O’Leary-Gill will join the company’s Board of Directors, effective as of June 14, 2023. O’Leary-Gill previously served as a director on the Discover Bank Board where she served on the Audit & Risk Committe |
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| June 1, 2023 |
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): May 27, 2023 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 i |
