DFS on NYSE

Discover Financial

Logo: Discover Financial Services, Public domain, via Wikimedia Commons5

American financial company

Discover Financial Services, Inc. was an American bank holding company that offered consumer banking products and owned Discover Card, Pulse, and Diners Club International. In May 2025, the company was acquired by Capital One.3 Its revenue was $12.9 billion in 2022.1 Its shares trade on NYSE under the symbol DFS.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1960Founded1

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  • TickerDFS on NYSE1
  • Industryfinancial services1
  • HeadquartersWilmington1
  • Websitewww.discover.com
  • Legal formDelaware corporation1
  • Incorporated inDE6
  • Business address2500 Lake Cook Road, Riverwoods, Il 600156
  • Filer categoryLarge accelerated filer6
  • LEIZ1YLO2USPORE63VVUL204
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 5549144

Discover Financial Services, Inc. was an American bank holding company that offered consumer banking products and owned Discover Card, Pulse, and Diners Club International. In May 2025, the company was acquired by Capital One.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

162.1%Net margin9
44.1%Revenue growth, 20249
25.3%Return on equity9
$8.2BFree cash flow9

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Income tax25¢$1.5B
  • Profit75¢$4.5B

Out of $2.8B in revenue.9

Where each dollar of operating cash went, fiscal 2024

  • Capital spending3¢$268.0M
  • Share buybacks1¢$83.0M
  • Kept or used elsewhere96¢$8.1B

Out of $8.4B of cash from operations.9

Financial statements

Revenue9$2.8B in 2024+55% since 2022
0$1.0B$2.0B$3.0B2022: $1.8B$1.8B20222023: $1.9B$1.9B2023+8%2024: $2.8B$2.8B2024+44%
Net income101112139$4.5B in 2024+65% since 2018
0$2.0B$4.0B$6.0B2018: $2.7B$2.7B20182019: $3.0B$3.0B2019+8%2020: $1.1B$1.1B2020−62%2021: $5.4B$5.4B2021+379%2022: $4.3B$4.3B2022−20%2023: $2.8B$2.8B2023−35%2024: $4.5B$4.5B2024+62%
Fiscal year2018201920202021202220232024
Revenue$1.8B9$1.9B9$2.8B9
Interest$2.1B10$2.5B11$1.9B16$1.1B13$1.9B13$4.7B13
Income before tax$7.0B13$5.6B9$3.6B9$6.1B9
Income tax$855.0M10$878.0M11$294.0M16$1.6B13$1.3B9$841.0M9$1.5B9
Net income$2.7B10$3.0B11$1.1B12$5.4B13$4.3B9$2.8B9$4.5B9
Earnings per share$7.8110$9.0911$3.6016$17.6413$15.259$10.719$17.729
Earnings per share (diluted)$7.7910$9.0811$3.6016$17.6313$15.239$10.709$17.729
Shares (weighted, basic)300.0M shares13277.0M shares9254.0M shares9251.0M shares9
Shares (weighted, diluted)300.0M shares13278.0M shares9254.0M shares9251.0M shares9

Compare Discover Financial with another company

Corporate structure

Discover Financial sits at the top of its group. 21 entities, 6 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Discover Financial

  • Capital World Investors Filed SCHEDULE 13G/A on Discover Financial, latest Aug 13, 2025 (3 filings since Feb 13, 2023)
  • BlackRock Filed SCHEDULE 13G/A on Discover Financial, latest Apr 24, 2025 (5 filings since Feb 3, 2022)
  • VANGUARD GROUP INC Filed SC 13G/A on Discover Financial, latest Feb 13, 2024 (3 filings since Feb 9, 2022)
  • Capital International Investors Filed SC 13G/A on Discover Financial, latest Feb 13, 2023 (2 filings since Feb 11, 2022)
  • FMR LLC Filed SC 13G/A on Discover Financial, latest Feb 9, 2022
  • Discover Financial Riverwoods, Illinois, United States
    • Marqeta Stake · Oakland, California, United States
    • DFS Corporate Services LLC Subsidiary · Delaware, United States
    • DFS International Inc. Subsidiary · Delaware, United States
    • DFS Services LLC Subsidiary · Delaware, United States
    • Diners Club International Ltd. Subsidiary · New York, United States
    • Diners Club Services Private Limited Subsidiary · India
    • Diners Club Taiwan Ltd. Subsidiary · Taiwan
    • Discover Bank Subsidiary · Delaware, United States
    • Discover Financial Services (Canada), Inc. Subsidiary · British Columbia, Canada
    • Discover Financial Services (Hong Kong) Limited Subsidiary · Hong Kong
    • Discover Funding LLC Subsidiary · Delaware, United States
    • Discover Global Employment Company Private Limited Subsidiary · Singapore
    • Discover Home Loans, Inc. Subsidiary · Delaware, United States
    • Discover Products Inc. Subsidiary · Utah, United States
    • Discover Properties LLC Subsidiary · Delaware, United States
    • Discover Services Corporation Subsidiary · Delaware, United States
    • Discover Ventures Inc. Subsidiary · Delaware, United States
    • GTC Insurance Agency, Inc. Subsidiary · Delaware, United States
    • PULSE Network LLC Subsidiary · Delaware, United States
    • The Student Loan Corporation Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Discover Financial reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$09 Dec 31, 2024$013 Dec 31, 2023
Property and equipment, before depreciation$2.5B9 Dec 31, 2024$3.1B9 Dec 31, 2023−17.9%
Property and equipment, net$1.1B9 Dec 31, 2024$1.1B9 Dec 31, 2023−1.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.5B9 Dec 31, 2024$11.7B9 Dec 31, 2023−27.5%
Debt securities available for sale$14.4B9 Dec 31, 2024$13.4B9 Dec 31, 2023+7.1%
Debt securities held to maturity$271.0M9 Dec 31, 2024$253.0M9 Dec 31, 2023+7.1%
Deposits held (banks)$107.0B9 Dec 31, 2024$108.9B9 Dec 31, 2023−1.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$255.0M9 Dec 31, 2024$255.0M9 Dec 31, 20230%

Properties, in its own words

Our principal properties are located in the U.S. and include our corporate headquarters, our call centers and a processing center. Our corporate headquarters is used by both our Digital Banking and Payment Services segments and the call centers and processing center largely support our Digital Banking segment. We also have various offices located outside the U.S. that primarily support our Payment Services segment.

We have optimized our physical space to ensure they are fit for purpose and as a result, our call centers are being utilized to a reasonable capacity. We believe our facilities that support both our Digital Banking and Payment Services segments are suitable and adequate to meet our current and projected needs.

Item 2 of the 10-K filed Feb 20, 2025.20

The story

In 1981, Sears, Roebuck and Company purchased Dean Witter Reynolds, a brokerage firm, and Coldwell Banker, a real estate franchise, as an attempt to add financial services to its portfolio of customer services. In 1985, Sears also acquired the Greenwood Trust Company. These companies operated under a Sears subsidiary called Dean Witter Financial Services Group, Inc. The plan to create a one-stop financial-services center in Sears stores was not as successful as Sears had hoped. Its credit card operations accounted for a loss of $22 million in the fourth quarter of 1986, and a loss of $25.8 million in the first quarter of 1987.

In 1985, the company acquired The Greenwood Trust Company, founded in 1911 in Greenwood, Delaware. It was renamed Discover Bank in August 2000.

In March 1993, Sears completed the corporate spin-off of its financial services branch as a public company called Dean Witter, Discover & Co.

In 1995, Discover Card Services, Inc. changed its name to NOVUS Services, Inc. to distinguish its network functions from the Discover Card.

In 1995, the discovercard.com website was launched.

In 1997, the company merged with Morgan Stanley to become Morgan Stanley Dean Witter, Discover & Co.

In October 1998, the company rebranded itself "Discover Financial Services, Inc." The NOVUS logo was retired, replaced by the Discover Network logo.

In December 1998, the company introduced Discover Platinum, a premium card featuring new ways to increase rewards, low balance transfer and annual percentage rates, no annual fee, and expanded credit lines.

Read the full text

In 2002, Discover launched the industry's first keychain credit card.

In October 2004, the Supreme Court of the United States upheld a ruling in Discover's favor that challenged exclusionary policies of Visa and MasterCard, stating that Mastercard and Visa were violating antitrust regulations with anticompetitive practices. Before this ruling, Visa and MasterCard would not allow banks to issue a Discover or American Express card if they issued a card by Visa or MasterCard. Within days of the court ruling, Discover filed a lawsuit in federal court seeking damages from Visa and MasterCard. In October 2008, DFS was awarded $2.75 billion in damages, the third largest settlement at the time in U.S. history. Shortly after the Supreme Court ruling, Discover struck its first deal to have its cards issued by another financial institution, GE Consumer Finance, which began to issue credit cards for retailer Walmart and its wholesale warehouse stores, Sam's Club. Transactions were processed on the Discover Network. Sam's Club exclusively accepted Discover for many years; since November 2006, it has also accepted MasterCard for purchases.

In April 2014, Walmart ended its relationship with Discover. Walmart began converting all Discover-branded cards to Mastercard beginning in June 2014.

In January 2005, Discover Financial Services acquired Pulse, an interbank electronic funds transfer payments network, for $311 million. The acquisition enabled the company to offer debit cards.

HSBC issued Discover-branded credit cards processed through the Discover Network since its acquisition of card issuer Metris in late 2005. Metris had originally signed an agreement with Discover in September 2005, three months prior to the HSBC acquisition.

In 2006, Discover Network united with Visa, MasterCard, American Express, and JCB to form the Payment Card Industry (PCI) Security Standards Council, which helps to manage account security throughout the transaction process.

In July 2006, DFS and First Data announced that First Data would offer Discover Network card services to small- and mid-sized merchants.

In June 2007, Morgan Stanley completed the corporate spin-off of Discover.

In July 2008, Discover Financial acquired the Diners Club International network from Citigroup for $165 million.

Following the 2008 financial crisis, Discover received about $1.2 billion in bailout funds under the Troubled Asset Relief Program (TARP). In 2010, the company repaid the funds.

In 2010, Discover and Softcard announced a strategic partnership to build a mobile payment network that utilizes mobile phones to make point-of-sale purchases.

In September 2010, Discover acquired Citigroup-owned Student Loan Corporation. The deal was finalized in December 2010, renamed Discover Student Loans, and expanded DFS's market presence and origination capabilities in private student loans. In 2014, DFS launched Rewards for Good Grades, rewarding college and graduate students who get at least a 3.0 GPA (or equivalent) a one-time cash reward equal to 1% of the loan amount on each new Discover student loan. In 2015, DFS introduced an interactive tool called FAFSA Assistant to help students and their families get ready to complete the FAFSA. The tool provides individualized tips and guidance based on personal situations.

In June 2012, LendingTree completed the sale of substantially all of the operating assets of its Home Loan Center business to a wholly owned subsidiary of Discover Financial for $45.9 million, including payments made prior to the closing which were applied to the closing price.

In June 2012, Discover began originating mortgages with its launch of Discover Home Loans, offering prime variable- and fixed-rate conventional and FHA home mortgage loans.

In 2013, Discover's Home Loans business started offering home equity loans.

In September 2012, Discover was ordered to pay over $200 million in fines and customer reimbursements to settle accusations by U.S. federal regulators that it had engaged in deceptive telemarketing tactics.

In 2012, Discover announced a five year, $10 million commitment called Pathway to Financial Success to help bring financial education curriculum to public high schools in the US.

In 2013, Discover and PayPal partnered to enable merchants to accept PayPal through their existing relationship with Discover. The same year, Discover Cashback Checking was introduced. The checking account product paid customers ten cents for every debit card purchase, online bill payment, and check written. Additionally, the Discover it card was announced. The card rewards cardmembers with 5% cash back in rotating categories each quarter, such as at gas stations or restaurants. Discover also introduced Discover Home Equity Loans. Discover also became the first major credit card issuer to provide free access to FICO Credit Scores based on TransUnion data directly to its cardmembers on their monthly statements. Additional information provided with their FICO Credit Scores were educational content to help them better understand their scores.

In 2021, Discover Bank originated 14,148 mortgages worth $1.3 billion.

In May 2025, Capital One acquired Discover Financial in an all-stock deal worth $35.3 billion, making it the largest credit card issuer in the U.S.

From Wikipedia’s article on Discover Financial, shared under CC BY-SA 4.0.7

Leadership

Who has led Discover Financial, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (59)

Products and brands

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries

Subsidiaries (Exhibit 21)

  • DFS Corporate Services LLC Delaware8
  • DFS International Inc. Delaware8
  • DFS Services LLC Delaware8
  • Diners Club Services Private Limited India8
  • Diners Club Taiwan Ltd. Taiwan8
  • Discover Financial Services (Canada), Inc. British Columbia8
  • Discover Financial Services (Hong Kong) Limited Hong Kong8
  • Discover Funding LLC Delaware8
  • Discover Global Employment Company Private Limited Singapore8
  • Discover Home Loans, Inc. Delaware8
  • Discover Products Inc. Utah8
  • Discover Properties LLC Delaware8
  • Discover Services Corporation Delaware8
  • Discover Ventures Inc. Delaware8
  • GTC Insurance Agency, Inc. Delaware8
  • PULSE Network LLC Delaware8
  • The Student Loan Corporation Delaware8

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. May 19, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights83
  2. May 14, 20258-K Regulation FD disclosure84
  3. Apr 23, 20258-K Results of operations85
  4. Apr 18, 20258-K Other events86
  5. Apr 18, 20258-K Other events87
  6. Mar 28, 20258-K Executive or director change88
  7. Mar 14, 20258-K Regulation FD disclosure89
  8. Feb 18, 20258-K Shareholder vote; Regulation FD disclosure90
  9. Feb 14, 20258-K Regulation FD disclosure91
  10. Feb 10, 20258-K Other events92
  11. Jan 22, 20258-K Results of operations93
  12. Dec 27, 20248-K Executive or director change94
  13. Apr 3, 2024New chief executive Michael Shepherd becomes CEO21
  14. Aug 16, 2023New chief executive John B. Owen becomes CEO22
  15. Nov 8, 2018New chief executive Roger C. Hochschild becomes CEO23
  16. Jun 1, 2007New chief executive David W. Nelms becomes CEO24
  17. 1960Founded Founded1

Calendar

When it reported results

  1. Apr 23, 2025Reported quarterly or annual results85
  2. Jan 22, 2025Reported quarterly or annual results93
  3. Dec 23, 2024Reported quarterly or annual results95
  4. Oct 16, 2024Reported quarterly or annual results96
  5. Jul 17, 2024Reported quarterly or annual results97
  6. Jul 17, 2024Reported quarterly or annual results98
  7. Apr 17, 2024Reported quarterly or annual results99
  8. Jan 17, 2024Reported quarterly or annual results100

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

370 filings to the SEC since October 2021: 6 annual reports, 13 quarterly reports, 76 major events, 197 insider forms, 14 large holders, 64 other. The latest 20:

  1. Aug 13, 2025SCHEDULE 13G/A EDGAR
  2. May 29, 202515-15D EDGAR
  3. May 29, 202515-15D EDGAR
  4. May 29, 202515-15D EDGAR
  5. May 29, 202515-12G EDGAR
  6. May 19, 2025S-8 POS EDGAR
  7. May 19, 2025S-8 POS EDGAR
  8. May 19, 2025S-8 POS EDGAR
  9. May 19, 2025S-8 POS EDGAR
  10. May 19, 2025S-8 POS EDGAR
  11. May 19, 2025POSASR EDGAR
  12. May 19, 20258-K EDGAR
  13. May 19, 20254 EDGAR
  14. May 19, 20254 EDGAR
  15. May 19, 20254 EDGAR
  16. May 19, 20254 EDGAR
  17. May 19, 20254 EDGAR
  18. May 19, 20254 EDGAR
  19. May 19, 20254 EDGAR
  20. May 19, 20254 EDGAR

The 370 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 0 buys and 10 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 26, 2024Greene JohnEVP, Chief Financial OfficerSale35,191$106.51$3.7MForm 4
Mar 3, 2023Eichfeld Robert AndrewEVP - Chief HR & Admin OfficerSale13,477$114.18$1.5MForm 4
Feb 2, 2023Minetti CarlosEVP, Pres. - Consumer BankingSale7,000$118.00$826.0KForm 4
Feb 1, 2023Minetti CarlosEVP, Pres. - Consumer BankingSale7,000$115.65$809.5KForm 4
Dec 7, 2022Moskow Michael HDirectorSale1,291$105.10$135.7KForm 4
Feb 15, 2022Kolsky ShifraSVP, Controller & CAOSale800$127.00$101.6KForm 4
Feb 15, 2022Greene JohnEVP, Chief Financial OfficerSale4,443$127.95$568.5KForm 4
Feb 9, 2022Capozzi Daniel PeterEVP, Pres - Consumer BankingSale8,649$124.59$1.1MForm 4
Oct 26, 2021Glassman Cynthia ADirectorSale3,200$123.93$396.6KForm 4
Oct 25, 2021Minetti CarlosEVP, Pres. - Consumer BankingSale22,000$123.68$2.7MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

Discover Financial has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Members of Congress who traded it

24 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 7, 2025Jefferson ShreveRepublican, HousePartial sale$15,001 - $50,000Report
Apr 7, 2025Julie JohnsonDemocratic, HouseSale$1,001 - $15,000Report
Sep 4, 2024John JamesRepublican, HouseSale$1,001 - $15,000Report
Aug 6, 2024Scott FranklinRepublican, HouseSale$50,001 - $100,000Report
Aug 1, 2024Scott FranklinRepublican, HouseSale$1,001 - $15,000Report
Jul 18, 2024John JamesRepublican, HouseBuy$1,001 - $15,000Report
Sep 11, 2023Scott FranklinRepublican, HouseSale$15,001 - $50,000Report
Jun 15, 2023Pete SessionsRepublican, HouseSale$15,001 - $50,000Report
Nov 30, 2022Susie LeeDemocratic, HouseSale$1,001 - $15,000Report
Aug 3, 2022Kathy Manning, HouseSale$1,001 - $15,000Report
Jul 20, 2022Kathy Manning, HouseBuy$1,001 - $15,000Report
Jan 12, 2021Susie LeeDemocratic, HouseBuy$1,001 - $15,000Report
Sep 28, 2020Susie LeeDemocratic, HouseBuy$1,001 - $15,000Report
Apr 14, 2020Kelly Loeffler, SenateSale$15,001 - $50,000Report
Apr 14, 2020Kelly Loeffler, SenateSale$50,001 - $100,000Report
Apr 7, 2020Kelly Loeffler, SenateBuy$100,001 - $250,000Report
Apr 7, 2020Kelly Loeffler, SenateBuy$100,001 - $250,000Report
Apr 2, 2020Dean Phillips, HouseBuy$1,001 - $15,000Report
Feb 20, 2020Mikie Sherrill, HouseSale$1,001 - $15,000Report
Feb 5, 2020Kelly Loeffler, SenateSale$1,001 - $15,000Report
Feb 5, 2020Kelly Loeffler, SenatePartial sale$1,001 - $15,000Report
Jan 21, 2020Kelly Loeffler, SenateBuy$250,001 - $500,000Report
Jan 17, 2020Kelly Loeffler, SenateBuy$250,001 - $500,000Report
Jan 5, 2017Thomas R. SuozziDemocratic, HouseSale$1,001 - $15,000Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Discover Financial is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDiscover Financial Services2
  • CIK0001393612
  • Employer ID (EIN)36-251742820
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company20
  • Incorporated inDelaware20
  • Fiscal year endsDecember 312
  • Industry code (SIC)6141 Personal Credit Institutions2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address2500 Lake Cook Road, Riverwoods, IL 600152
  • Phone224-405-09002
  • Shares outstanding251,653,378 as of Apr 25, 202515
  • Public float$32.8B as of Jun 30, 202420
  • AuditorDeloitte & Touche LLP, Chicago, Illinois PCAOB ID 34; it also attests to the company’s internal control over financial reporting20
  • On EDGAR sinceMar 23, 20072
  • Filings2,326 in all: 4 (1,317), 8-K (401), 424B2 (150), 3 (61), 10-Q (54), 425 (44), SC 13G/A (41), UPLOAD (32)2
    All 45 form types

    4/A (31), CORRESP (28), 424B5 (20), 10-K (18), DEF 14A (17), SC 13G (12), FWP (11), 11-K (9), ARS (8), DEFA14A (7), S-3ASR (7), S-8 (6), S-8 POS (6), 10-12B/A (4), 15-15D (4), 10-K/A (3), 424B3 (3), EFFECT (3), S-4 (3), SCHEDULE 13G/A (3), 10-Q/A (2), 25-NSE (2), 8-K/A (2), CERTNYS (2), NO ACT (2), S-4/A (2), 10-12B (1), 144 (1), 15-12G (1), 3/A (1), 305B2 (1), 8-A12B (1), DEFM14A (1), NT 10-Q (1), NT 11-K (1), POSASR (1), PRE 14A (1)

  • Latest filingsAnnual report (10-K) Feb 20, 2025
    Quarterly report (10-Q) Apr 30, 2025
    Proxy statement (DEF 14A) Mar 15, 2024
    Latest 8-K (8-K) May 19, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareDFSNew York Stock Exchange

From the cover page of the 10-K filed Feb 20, 2025 (Section 12(b) of the Exchange Act).20

Risk factors and legal proceedings

The risks Discover Financial names in Item 1A of its 10-K filed Feb 20, 2025: 45 risks under these headings, as written.20

  • Merger Related Risks
  • Failure to complete the merger with Capital One could negatively affect our stock price and our future business and financial results.
  • We will be subject to business uncertainties and contractual restrictions while the merger with Capital One is pending.
  • Shareholder litigation could prevent or delay the closing of our pending merger with Capital One or otherwise negatively affect our business and operations.
  • We have incurred and are expected to incur substantial costs related to the merger.
  • Because the market price of Capital One common stock may fluctuate, our stockholders cannot be certain of the precise value of the merger consideration they may receive in our pending merger with Capital One.
  • Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the proposed merger with Capital One.
  • The Merger Agreement between us and Capital One may be terminated in accordance with its terms and the merger may not be completed.
  • Combining us and Capital One may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits of the merger.
  • The combined company may be unable to retain our and/or Capital One personnel successfully after the merger is completed.
  • Current Economic and Regulatory Environment
  • Economic conditions could have a material adverse effect on our business, results of operations and financial condition.
The other 35 risks
  • Financial regulatory developments have had an impact and will continue to significantly impact the environment for the financial services industry, which could adversely impact our business, results of operations and financial condition.
  • Strategic Business Risk
  • We face competition in the credit card market from other consumer financial services providers and we may not be able to compete effectively, which could result in fewer customers and lower account balances and could materially adversely affect our financial condition, cash flows and results of operations.
  • We incur considerable costs in competing with other consumer financial services providers and many of our competitors have greater financial resources than we do, which may place us at a competitive disadvantage and negatively affect our financial results.
  • The inability to compete against other operators of payment networks and alternative payment providers could result in reduced transaction volume, limited merchant acceptance of our cards, limited issuance of cards on our networks by third parties and materially reduced earnings from our payment services business.
  • If we are unsuccessful in maintaining a strong base of network licensees and achieving meaningful global card acceptance, we may be unable to achieve long-term success in our international network business.
  • Acquisitions, strategic investments or divestitures may not be successful and could disrupt our business, harm our financial condition or reduce our earnings.
  • Credit, Market and Liquidity Risk
  • The failure to successfully manage credit risk, which may result in high delinquency and charge-off rates, could materially adversely affect our business, profitability and financial condition.
  • Adverse market conditions or an inability to effectively manage our liquidity risk could negatively impact our ability to meet our liquidity and funding needs, which could materially adversely impact our business, results of operations and overall financial condition.
  • An inability to accept or maintain deposits in the future could materially adversely affect our liquidity position and our ability to fund our business.
  • If we are unable to securitize our credit card receivables, it may have a material adverse effect on our liquidity, cost of funds and overall financial condition.
  • The occurrence of events that result in the early amortization of our existing credit card securitization transactions or an inability to delay the accumulation of principal collections for our existing credit card securitization transactions would materially adversely affect our liquidity.
  • A downgrade in the credit ratings of our or our subsidiaries’ securities could materially adversely affect our liquidity, results of operations and financial condition.
  • We may not be successful in managing the investments in our liquidity investment portfolio and investment performance may deteriorate due to market fluctuations, which would adversely affect our business and financial condition.
  • Changes in the level of interest rates could materially adversely affect our earnings.
  • Operational and Other Risk
  • Our risk management framework and models for managing risks may not be effective in mitigating our risk of loss.
  • If the security of our systems, or the systems of third parties we rely upon, is compromised, our business could be disrupted and we may be subject to significant financial exposure, liability and damage to our reputation.
  • If we cannot remain organizationally effective, we will be unable to address the opportunities and challenges presented by our strategy and the increasingly dynamic and competitive economic and regulatory environment.
  • We may be unable to increase or sustain Discover credit card usage, which could impair growth in, or lead to diminishing, average balances and total revenue.
  • A reduction in the number of large merchants that accept cards on the Discover Network or PULSE network or in the rates they pay could materially adversely affect our business, financial condition, results of operations and cash flows.
  • Our business, financial condition and results of operations may be adversely affected by merchants’ increasing focus on the fees charged by credit card and debit card networks.
  • Political, economic or other instability in a country or geographic region, or other unforeseen or catastrophic events, could adversely affect our business activities and reduce our revenue.
  • Fraudulent activity associated with our products or our networks could cause our brands to suffer reputational damage, the use of our products to decrease and our fraud losses to be materially adversely affected.
  • The financial services and payment services industries are rapidly evolving and we may be unsuccessful in introducing new products or services on a large scale in response to these changes.
  • Failure to manage our relationships with third-party service providers could result in our revenue or results of operations being materially adversely affected.
  • If our key technology platforms become obsolete, or if we experience disruptions, including difficulties in our ability to process transactions, our revenue or results of operations could be materially adversely affected.
  • If we are unable to recruit, retain and motivate key officers and employees to drive our business, our business could be materially adversely affected.
  • Merchant defaults may adversely affect our business, financial condition, cash flows and results of operations.
  • Damage to our reputation could negatively affect our business and brand.
  • We may be unsuccessful in protecting or defending our brands or other intellectual property, or third parties may allege that we are infringing their intellectual property rights.
  • Laws, regulations and supervisory guidance and practices, or the application thereof, may adversely affect our business, financial condition and results of operations.
  • Current and proposed laws and regulations addressing consumer privacy and data use and security could affect the competitiveness of our products and increase our costs.
  • Litigation and regulatory actions could subject us to significant fines, penalties and/or requirements resulting in increased expenses, oversight and reputation risk.
  • We may be limited in our ability to pay dividends on and repurchase our stock.
  • We are a holding company and depend on payments from our subsidiaries.
  • Special Note Regarding Forward-Looking Statements

Legal proceedings

For a description of legal proceedings, see Note 19: Litigation and Regulatory Matters to our consolidated financial statements.

The opening of Item 3, Legal Proceedings.20

Sources

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