Discover Financial Services - Quarter Report: 2023 September (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 FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

36-2517428

(I.R.S. Employer Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DFS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 20, 2023, there were 250,057,955 shares of the registrant's Common Stock, par value $0.01 per share, outstanding.

DISCOVER FINANCIAL SERVICES

Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023

TABLE OF CONTENTS


Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	76
Item 4.	Controls and Procedures	77
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	80
Item 6.	Exhibits	86

Except as otherwise indicated or unless the context otherwise requires, "Discover Financial Services," "Discover," "DFS," "we," "us," "our," and "the Company" refer to Discover Financial Services and its subsidiaries. See Glossary of Acronyms, located after Part I — Item 4, for terms and abbreviations used throughout the quarterly report.

We own or have rights to use the trademarks, trade names and service marks that we use in conjunction with the operation of our business, including, but not limited to Discover®, PULSE®, Cashback Bonus®, Discover Cashback Checking®, Discover it®, Freeze it®, College Covered® and Diners Club International®. All other trademarks, trade names and service marks included in this quarterly report on Form 10-Q are the property of their respective owners.

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

DISCOVER FINANCIAL SERVICES

Condensed Consolidated Statements of Financial Condition (unaudited)

(dollars in millions, except for share amounts)


	September 30, 2023		December 31, 2022

Assets
Cash and cash equivalents	$	9,194	$	8,856
Restricted cash	39		41

Investment securities (includes available-for-sale securities of $13,079 and $11,987 reported at fair value with associated amortized cost of $13,447 and $12,167 at September 30, 2023 and December 31, 2022, respectively)	13,336		12,208
Loan receivables
Loan receivables	122,676		112,120
Allowance for credit losses	(8,665)		(7,374)
Net loan receivables	114,011		104,746
Premises and equipment, net	1,084		1,003
Goodwill	255		255

Other assets	5,513		4,597
Total assets	$	143,432	$	131,706
Liabilities and Stockholders' Equity
Liabilities
Deposits
Interest-bearing deposit accounts	$	102,638	$	90,151
Non-interest bearing deposit accounts	1,381		1,485
Total deposits	104,019		91,636

Long-term borrowings	19,467		20,108
Accrued expenses and other liabilities	5,710		5,618
Total liabilities	129,196		117,362
Commitments, contingencies and guarantees (Notes 9, 12 and 13)
Stockholders' Equity
Common stock, par value $0.01 per share; 2,000,000,000 shares authorized; 570,780,616 and 569,689,007 shares issued at September 30, 2023 and December 31, 2022, respectively	6		6
Preferred stock, par value $0.01 per share; 200,000,000 shares authorized; 10,700 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1,056		1,056
Additional paid-in capital	4,520		4,468
Retained earnings	30,236		28,207
Accumulated other comprehensive loss	(573)		(339)
Treasury stock, at cost; 320,724,371 and 302,305,216 shares at September 30, 2023 and December 31, 2022, respectively	(21,009)		(19,054)
Total stockholders' equity	14,236		14,344
Total liabilities and stockholders' equity	$	143,432	$	131,706

The table below presents the carrying amounts of certain assets and liabilities of Discover Financial Services' consolidated variable interest entities ("VIEs"), which are included in the condensed consolidated statements of financial condition above. The assets in the table below include those assets that can only be used to settle obligations of the consolidated VIEs. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts for which creditors have recourse to the general credit of Discover Financial Services.


	September 30, 2023		December 31, 2022
Assets
Restricted cash	$	39	$	41
Loan receivables	$	24,946	$	25,937
Allowance for credit losses allocated to securitized loan receivables	$	(1,129)	$	(1,152)
Other assets	$	4	$	3
Liabilities
Long-term borrowings	$	10,889	$	10,259
Accrued expenses and other liabilities	$	17	$	14

See Notes to the Condensed Consolidated Financial Statements.

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DISCOVER FINANCIAL SERVICES

Condensed Consolidated Statements of Income (unaudited)

(dollars in millions, except for share amounts)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Interest income
Credit card loans	$	3,726	$	2,783	$	10,513	$	7,475
Other loans	653		476		1,823		1,343
Investment securities	120		35		327		104
Other interest income	111		63		314		86
Total interest income	4,610		3,357		12,977		9,008
Interest expense
Deposits	1,061		345		2,722		658
Short-term borrowings	2		1		2		2
Long-term borrowings	225		168		622		416
Total interest expense	1,288		514		3,346		1,076
Net interest income	3,322		2,843		9,631		7,932
Provision for credit losses	1,702		773		4,109		1,476
Net interest income after provision for credit losses	1,620		2,070		5,522		6,456
Other income
Discount and interchange revenue, net	377		335		1,077		1,023
Protection products revenue	42		42		129		128
Loan fee income	194		168		546		450
Transaction processing revenue	82		65		221		183
Gains (losses) on equity investments	6		(4)		(11)		(208)
Other income	21		19		71		64
Total other income	722		625		2,033		1,640
Other expense
Employee compensation and benefits	575		551		1,788		1,566
Marketing and business development	283		276		792		722
Information processing and communications	149		124		438		370
Professional fees	281		241		729		607
Premises and equipment	22		22		64		70
Other expense	144		154		430		386
Total other expense	1,454		1,368		4,241		3,721
Income before income taxes	888		1,327		3,314		4,375
Income tax expense	205		314		762		1,026
Net income	$	683	$	1,013	$	2,552	$	3,349
Net income allocated to common stockholders	$	647	$	975	$	2,473	$	3,267
Basic earnings per common share	$	2.59	$	3.57	$	9.70	$	11.70
Diluted earnings per common share	$	2.59	$	3.56	$	9.69	$	11.69

See Notes to the Condensed Consolidated Financial Statements.

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DISCOVER FINANCIAL SERVICES

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(dollars in millions)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	683	$	1,013	$	2,552	$	3,349
Other comprehensive loss, net of tax
Unrealized losses on available-for-sale investment securities, net of tax	(83)		(100)		(142)		(262)
Unrealized (losses) gains on cash flow hedges, net of tax	(20)		(2)		(92)		3

Other comprehensive loss	(103)		(102)		(234)		(259)
Comprehensive income	$	580	$	911	$	2,318	$	3,090

See Notes to the Condensed Consolidated Financial Statements.

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DISCOVER FINANCIAL SERVICES

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)

(dollars in millions, shares in thousands)


							Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount
For the Three Months Ended September 30, 2022
Balance at June 30, 2022	11	$	1,056	569,564	$	6	$	4,417	$	26,531	$	(251)	$	(18,240)	$	13,519
Net income	—	—		—	—		—		1,013		—		—		1,013
Other comprehensive loss	—	—		—	—		—		—		(102)		—		(102)
Purchases of treasury stock	—	—		—	—		—		—		—		(212)		(212)
Common stock issued under employee benefit plans	—	—		31	—		2		—		—		—		2
Common stock issued and stock-based compensation expense	—	—		42	—		25		—		—		—		25

Dividends — common stock ($0.60 per share)	—	—		—	—		—		(166)		—		—		(166)
Dividends — Series C preferred stock ($2,750 per share)	—	—		—	—		—		(15)		—		—		(15)
Dividends — Series D preferred stock ($3,062.50 per share)	—	—		—	—		—		(16)		—		—		(16)
Balance at September 30, 2022	11	$	1,056	569,637	$	6	$	4,444	$	27,347	$	(353)	$	(18,452)	$	14,048

For the Three Months Ended September 30, 2023
Balance at June 30, 2023	11	$	1,056	570,628	$	6	$	4,508	$	29,761	$	(470)	$	(21,005)	$	13,856

Net income	—	—		—	—		—		683		—		—		683
Other comprehensive loss	—	—		—	—		—		—		(103)		—		(103)
Purchases of treasury stock	—	—		—	—		—		—		—		(4)		(4)
Common stock issued under employee benefit plans	—	—		32	—		3		—		—		—		3
Common stock issued and stock-based compensation expense	—	—		121	—		9		—		—		—		9

Dividends — common stock ($0.70 per share)	—	—		—	—		—		(177)		—		—		(177)
Dividends — Series C preferred stock ($2,750 per share)	—	—		—	—		—		(15)		—		—		(15)
Dividends — Series D preferred stock ($3,062.50 per share)	—	—		—	—		—		(16)		—		—		(16)
Balance at September 30, 2023	11	$	1,056	570,781	$	6	$	4,520	$	30,236	$	(573)	$	(21,009)	$	14,236

See Notes to the Condensed Consolidated Financial Statements.

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							Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount
For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	11	$	1,056	568,831	$	6	$	4,369	$	24,538	$	(94)	$	(16,695)	$	13,180
Net income	—	—		—	—		—		3,349		—		—		3,349
Other comprehensive loss	—	—		—	—		—		—		(259)		—		(259)
Purchases of treasury stock	—	—		—	—		—		—		—		(1,757)		(1,757)
Common stock issued under employee benefit plans	—	—		80	—		7		—		—		—		7
Common stock issued and stock-based compensation expense	—	—		726	—		68		—		—		—		68

Dividends — common stock ($1.70 per share)	—	—		—	—		—		(478)		—		—		(478)
Dividends — Series C preferred stock ($5,500 per share)	—	—		—	—		—		(31)		—		—		(31)
Dividends — Series D preferred stock ($6,125 per share)	—	—		—	—		—		(31)		—		—		(31)
Balance at September 30, 2022	11	$	1,056	569,637	$	6	$	4,444	$	27,347	$	(353)	$	(18,452)	$	14,048

For the Nine Months Ended September 30, 2023
Balance at December 31, 2022	11	$	1,056	569,689	$	6	$	4,468	$	28,207	$	(339)	$	(19,054)	$	14,344
Cumulative effect of ASU No. 2022-02 adoption	—	—		—	—		—		52		—		—		52
Net income	—	—		—	—		—		2,552		—		—		2,552
Other comprehensive loss	—	—		—	—		—		—		(234)		—		(234)
Purchases of treasury stock	—	—		—	—		—		—		—		(1,955)		(1,955)
Common stock issued under employee benefit plans	—	—		90	—		9		—		—		—		9
Common stock issued and stock-based compensation expense	—	—		1,002	—		43		—		—		—		43

Dividends — common stock ($2.00 per share)	—	—		—	—		—		(513)		—		—		(513)
Dividends — Series C preferred stock ($5,500 per share)	—	—		—	—		—		(31)		—		—		(31)
Dividends — Series D preferred stock ($6,125 per share)	—	—		—	—		—		(31)		—		—		(31)
Balance at September 30, 2023	11	$	1,056	570,781	$	6	$	4,520	$	30,236	$	(573)	$	(21,009)	$	14,236

See Notes to the Condensed Consolidated Financial Statements.

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DISCOVER FINANCIAL SERVICES

Condensed Consolidated Statements of Cash Flows (unaudited)

(dollars in millions)


	For the Nine Months Ended September 30,
	2023		2022
Cash flows provided by operating activities
Net income	$	2,552	$	3,349
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	4,109		1,476
Deferred income taxes	(470)		(317)
Depreciation and amortization	354		424
Amortization of deferred revenues	(335)		(261)
Net losses on investments and other assets	40		246
Other, net	63		73
Changes in assets and liabilities:
Increase in other assets	(436)		(350)
(Decrease) increase in accrued expenses and other liabilities	(190)		325
Net cash provided by operating activities	5,687		4,965

Cash flows provided by (used for) investing activities


Maturities of available-for-sale investment securities	1,431		1,677
Purchases of available-for-sale investment securities	(2,627)		(2,001)
Maturities of held-to-maturity investment securities	12		26
Purchases of held-to-maturity investment securities	(49)		(40)
Net change in principal on loans originated for investment	(13,145)		(12,297)


Proceeds from the sale of other investments	4		325
Purchases of other investments	(60)		(135)

Purchases of premises and equipment	(235)		(178)
Net cash used for investing activities	(14,669)		(12,623)

Cash flows provided by (used for) financing activities
Net change in short-term borrowings	—		(1,750)
Net change in deposits	12,348		10,482
Proceeds from issuance of securitized debt	2,232		4,626
Maturities and repayment of securitized debt	(1,489)		(2,566)
Proceeds from issuance of other long-term borrowings	523		—
Maturities and repayments of other long-term borrowings	(1,808)		(322)
Proceeds from issuance of common stock	9		7
Purchases of treasury stock	(1,937)		(1,757)

Dividends paid on common and preferred stock	(560)		(524)
Net cash provided by financing activities	9,318		8,196
Net increase in cash, cash equivalents and restricted cash	336		538
Cash, cash equivalents and restricted cash, at the beginning of the period	8,897		11,332
Cash, cash equivalents and restricted cash, at the end of the period	$	9,233	$	11,870

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	9,194	$	10,004
Restricted cash	39		1,866
Cash, cash equivalents and restricted cash, at the end of the period	$	9,233	$	11,870

See Notes to the Condensed Consolidated Financial Statements.

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Notes to the Condensed Consolidated Financial Statements

(unaudited)

1. Background and Basis of Presentation

Description of Business

Discover Financial Services ("DFS" or the "Company") is a digital banking and payment services company. The Company is a bank holding company under the Bank Holding Company Act of 1956 and a financial holding company under the Gramm-Leach-Bliley Act. Therefore, the Company is subject to oversight, regulation and examination by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Company provides digital banking products and services and payment services through its subsidiaries. The Company offers its customers credit card loans, private student loans, personal loans, home loans and deposit products. The Company also operates the Discover Network, the PULSE network ("PULSE") and Diners Club International ("Diners Club"), collectively known as the Discover Global Network. The Discover Network processes transactions for Discover-branded credit and debit cards and provides payment transaction processing and settlement services. PULSE operates an electronic funds transfer network, providing financial institutions issuing debit cards on the PULSE network with access to ATMs domestically and internationally, as well as merchant acceptance throughout the United States of America ("U.S.") for debit card transactions. Diners Club is a global payments network of licensees, which are generally financial institutions, that issue Diners Club branded credit and charge cards and/or provide card acceptance services.

The Company manages its business activities in two segments, Digital Banking and Payment Services, based on the products and services provided. See Note 16: Segment Disclosures for a detailed description of each segment's operations and the allocation conventions used in business segment reporting.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for the fair presentation of results for the interim period. All such adjustments are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and related disclosures. These estimates are based on information available as of the date of the condensed consolidated financial statements. The Company believes that the estimates used in the preparation of the condensed consolidated financial statements are reasonable. Actual results could differ from these estimates. These interim condensed consolidated financial statements should be read in conjunction with the Company's 2022 audited consolidated financial statements filed with the Company's annual report on Form 10-K for the year ended December 31, 2022.

Immaterial Restatement of Prior Period Financial Statements

As reported in the second quarter of 2023, beginning in 2007, the Company incorrectly classified certain credit card accounts into its highest merchant and merchant acquirer pricing tier. The Company determined the revenue impact of the incorrect card product classification was immaterial to the consolidated financial statements for all impacted prior periods. For comparative purposes, the Company has made these corrections to the consolidated financial statements for the prior periods presented in this Form 10-Q. Additionally, prior period amounts in the applicable notes to the consolidated financial statements have been corrected. The impacts of the misclassification and subsequent corrections are contained entirely within the Digital Banking segment. See Note 18: Immaterial Restatement of Prior Period Financial Statements for additional information and quantification of the prior period restatement impacts.

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Recently Issued Accounting Pronouncement (Not Yet Adopted)

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The ASU expands the use of the proportional amortization method of accounting for tax credit investments. Currently, the method is limited to Low Income Housing Tax Credit investments. Under the amended guidance, use of proportional amortization will be available to any qualifying tax credit investments, including but not limited to investments in New Markets Tax Credit and Renewable Energy Tax Credit programs. The amendments in the ASU are to be applied on a retrospective or modified retrospective basis. The ASU is effective for the Company on January 1, 2024. Management does not expect the amendments to have a material impact on the Company’s consolidated financial statements.

2. Investments

The Company's investment securities consist of the following (dollars in millions):


	September 30, 2023		December 31, 2022




U.S. Treasury(1) and U.S. GSE(2) securities	$	12,606	$	11,423
Residential mortgage-backed securities - Agency(3)	730		785
Total investment securities	$	13,336	$	12,208

(1)Includes $285 million and $97 million of U.S. Treasury securities pledged as swap collateral as of September 30, 2023 and December 31, 2022, respectively.

(2)Consists of a security issued by the Federal Home Loan Bank.

(3)Consists of securities issued by Fannie Mae, Freddie Mac, or Ginnie Mae.

The amortized cost, gross unrealized gains and losses and fair value of available-for-sale and held-to-maturity investment securities are as follows (dollars in millions):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At September 30, 2023
Available-for-Sale Investment Securities(1)
U.S. Treasury and U.S. GSE securities	$	12,942	$	—	$	(336)	$	12,606
Residential mortgage-backed securities - Agency	505		—		(32)		473
Total available-for-sale investment securities	$	13,447	$	—	$	(368)	$	13,079
Held-to-Maturity Investment Securities(2)
Residential mortgage-backed securities - Agency(3)	$	257	$	—	$	(31)	$	226
Total held-to-maturity investment securities	$	257	$	—	$	(31)	$	226

At December 31, 2022
Available-for-Sale Investment Securities(1)
U.S. Treasury and U.S. GSE securities	$	11,580	$	21	$	(178)	$	11,423
Residential mortgage-backed securities - Agency	587		—		(23)		564
Total available-for-sale investment securities	$	12,167	$	21	$	(201)	$	11,987
Held-to-Maturity Investment Securities(2)
Residential mortgage-backed securities - Agency(3)	$	221	$	—	$	(22)	$	199
Total held-to-maturity investment securities	$	221	$	—	$	(22)	$	199

(1)Available-for-sale investment securities are reported at fair value.

(2)Held-to-maturity investment securities are reported at amortized cost.

(3)Amounts represent residential mortgage-backed securities ("RMBS") that were classified as held-to-maturity as they were entered into as a part of the Company's community reinvestment initiatives.

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The Company invests in U.S. Treasury obligations and securities issued by government agencies and government-sponsored enterprises of the U.S. ("U.S. GSEs"), which have long histories with no credit losses and are explicitly or implicitly guaranteed by the U.S. federal government. Therefore, management has concluded that there is no expectation of non-payment on its investment securities and does not record an allowance for credit losses on these investments. In addition, the Company does not have the intent to sell any available-for-sale securities in an unrealized loss position and does not believe it is more likely than not that it will be required to sell any such security before recovery of its amortized cost basis.

The following table provides information about available-for-sale investment securities with aggregate gross unrealized losses and the length of time that individual investment securities have been in a continuous unrealized loss position (dollars in millions):


	Number of Securities in a Loss Position	Less than 12 months				More than 12 months
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
At September 30, 2023
Available-for-Sale Investment Securities
U.S. Treasury and U.S. GSE securities	203	$	8,314	$	(205)	$	4,292	$	(131)
Residential mortgage-backed securities - Agency	31	$	—	$	—	$	473	$	(32)

At December 31, 2022
Available-for-Sale Investment Securities
U.S. Treasury and U.S. GSE securities	123	$	9,060	$	(175)	$	106	$	(3)
Residential mortgage-backed securities - Agency	34	$	559	$	(22)	$	5	$	(1)

There were no proceeds from sales or recognized gains or losses on available-for-sale securities during the three and nine months ended September 30, 2023 and 2022. See Note 8: Accumulated Other Comprehensive Income for unrealized gains and losses on available-for-sale securities during the three and nine months ended September 30, 2023 and 2022.

Maturities of available-for-sale debt securities and held-to-maturity debt securities are provided in the following table (dollars in millions):


At September 30, 2023	One Year or Less		After One Year Through Five Years		After Five Years Through Ten Years		After Ten Years		Total
Available-for-Sale Investment Securities — Amortized Cost
U.S. Treasury and U.S. GSE securities	$	1,874	$	10,747	$	321	$	—	$	12,942
Residential mortgage-backed securities - Agency(1)	1		76		33		395		505
Total available-for-sale investment securities	$	1,875	$	10,823	$	354	$	395	$	13,447
Held-to-Maturity Investment Securities — Amortized Cost
Residential mortgage-backed securities - Agency(1)	$	—	$	—	$	—	$	257	$	257
Total held-to-maturity investment securities	$	—	$	—	$	—	$	257	$	257
Available-for-Sale Investment Securities — Fair Values
U.S. Treasury and U.S. GSE securities	$	1,842	$	10,449	$	315	$	—	$	12,606
Residential mortgage-backed securities - Agency(1)	1		72		31		369		473
Total available-for-sale investment securities	$	1,843	$	10,521	$	346	$	369	$	13,079
Held-to-Maturity Investment Securities — Fair Values
Residential mortgage-backed securities - Agency(1)	$	—	$	—	$	—	$	226	$	226
Total held-to-maturity investment securities	$	—	$	—	$	—	$	226	$	226

(1)Maturities of RMBS are reflective of the contractual maturities of the investment.

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Other Investments

As a part of the Company's community reinvestment initiatives, the Company has made equity investments in certain limited partnerships and limited liability companies that finance the construction and rehabilitation of affordable rental housing and stimulate economic development in low- to moderate-income communities. These investments are accounted for using the equity method of accounting and are recorded within other assets. The related commitment for future investments is recorded in accrued expenses and other liabilities within the condensed consolidated statements of financial condition. The portion of each investment's operating results allocable to the Company reduces the carrying value of the investments and is recorded in other expense within the condensed consolidated statements of income. The Company further reduces the carrying value of the investments by recognizing any amounts that are in excess of future net tax benefits in other expense. The Company earns a return primarily through tax credits allocated to the affordable housing projects and the community revitalization projects. The Company does not consolidate these investments as the Company does not have a controlling financial interest in the investee entities. As of September 30, 2023 and December 31, 2022, the Company had outstanding investments in these entities of $426 million and $416 million, respectively, and related contingent liabilities for unconditional and legally binding delayed equity contributions of $126 million and $111 million, respectively. Of the above outstanding equity investments, the Company had $395 million and $375 million of investments related to affordable housing projects as of September 30, 2023 and December 31, 2022, respectively, which had $120 million and $100 million of related contingent liabilities for unconditional and legally binding delayed equity contributions, respectively.

The Company holds non-controlling equity positions in several payment services entities and third-party venture capital funds which invest in such entities. Most of the direct investments in such entities are not subject to equity method accounting because the Company does not have significant influence over the investee. The Company's investments in third-party venture capital funds represent limited partnership interests and are accounted for under the equity method. The common or preferred equity securities that the Company holds typically do not have readily determinable fair values. As a result, these investments are carried at cost minus impairment, if any. As of September 30, 2023 and December 31, 2022, the carrying value of these investments, which are recorded within other assets on the Company's condensed consolidated statements of financial condition, was $34 million and $39 million, respectively.

The Company also holds non-controlling equity positions in payment services entities that have publicly traded stock and therefore have readily determinable fair values. As a result, these investments are carried at fair value based on the quoted share prices. As of September 30, 2023 and December 31, 2022, the carrying value of these investments, which are recorded within other assets on the Company's condensed consolidated statements of financial condition, was $39 million and $41 million, respectively. During the three and nine months ended September 30, 2023, the Company recognized a $6 million net gain and an $11 million net loss, respectively, on the condensed consolidated statements of income related to these investments. The Company recognized net losses of $5 million and $212 million during the three and nine months ended September 30, 2022, respectively.

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3. Loan Receivables

The Company has two loan portfolio segments: credit card loans and other loans.

The Company's classes of receivables within the two portfolio segments are depicted in the following table (dollars in millions):


	September 30, 2023		December 31, 2022
Credit card loans(1)(2)	$	97,389	$	90,113
Other loans(3)
Private student loans(4)	10,448		10,308
Personal loans	9,559		7,998
Other loans	5,280		3,701
Total other loans	25,287		22,007
Total loan receivables	122,676		112,120
Allowance for credit losses	(8,665)		(7,374)
Net loan receivables	$	114,011	$	104,746

(1)Amounts include carrying values of $13.9 billion and $13.5 billion underlying investors' interest in trust debt at September 30, 2023 and December 31, 2022, respectively, and $10.9 billion and $12.2 billion in seller's interest at September 30, 2023 and December 31, 2022, respectively. See Note 4: Credit Card and Private Student Loan Securitization Activities for additional information.

(2)Unbilled accrued interest receivable on credit card loans, which is presented as part of other assets in the Company's condensed consolidated statements of financial condition, was $663 million and $611 million at September 30, 2023 and December 31, 2022, respectively.

(3)Accrued interest receivable on private student, personal and other loans, which is presented as part of other assets in the Company's condensed consolidated statements of financial condition, was $573 million, $62 million and $18 million, respectively, at September 30, 2023 and $468 million, $49 million and $11 million, respectively, at December 31, 2022.

(4)Private student loans in repayment were $5.8 billion and $6.0 billion at September 30, 2023 and December 31, 2022, respectively.

Credit Quality Indicators

As part of credit risk management activities, on an ongoing basis, the Company reviews information related to the performance of a customer's account with the Company and information from credit bureaus, such as FICO or other credit scores, relating to the customer's broader credit performance. The Company actively monitors key credit quality indicators, including FICO scores and delinquency status, for credit card, private student and personal loans. These indicators are important to understand the overall credit performance of the Company's customers and their ability to repay.

FICO scores are generally obtained at the origination of the account and are refreshed monthly or quarterly thereafter to assist in predicting customer behavior. Historically, the Company has noted that accounts with FICO scores below 660 have larger delinquencies and credit losses than those with higher credit scores.

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The following table provides the distribution of the amortized cost basis (excluding accrued interest receivable presented in other assets) by the most recent FICO scores available for the Company's customers for credit card, private student and personal loan receivables (dollars in millions):


	Credit Risk Profile by FICO Score
	September 30, 2023								December 31, 2022
	660 and Above				Less than 660 or No Score				660 and Above				Less than 660 or No Score
	$		%		$		%		$		%		$		%
Credit card loans	$	78,585	81	%	$	18,804	19	%	$	73,827	82	%	$	16,286	18	%
Private student loans by origination year(1)(2)
2023	$	833	93	%	$	58	7	%
2022	1,528		95	%	78		5	%	$	1,172	94	%	$	77	6	%
2021	1,511		95	%	82		5	%	1,668		95	%	81		5	%
2020	1,213		95	%	69		5	%	1,365		95	%	65		5	%
2019	1,069		94	%	71		6	%	1,221		95	%	67		5	%
Prior	3,674		93	%	262		7	%	4,306		94	%	286		6	%
Total private student loans	$	9,828	94	%	$	620	6	%	$	9,732	94	%	$	576	6	%
Personal loans by origination year
2023	$	4,172	99	%	$	50	1	%
2022	2,988		95	%	172		5	%	$	4,270	98	%	$	77	2	%
2021	1,242		93	%	95		7	%	1,958		96	%	91		4	%
2020	437		93	%	32		7	%	790		95	%	40		5	%
2019	219		90	%	25		10	%	444		92	%	38		8	%
Prior	104		82	%	23		18	%	249		86	%	41		14	%
Total personal loans	$	9,162	96	%	$	397	4	%	$	7,711	96	%	$	287	4	%

(1)A majority of private student loan originations occur in the third quarter and disbursements can span multiple calendar years.

(2)FICO score represents the higher credit score of the cosigner or borrower.

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Delinquencies are an indicator of credit quality at a point in time. A loan balance is considered delinquent when contractual payments on the loan become 30 days past due.

The amortized cost basis (excluding accrued interest receivable presented in other assets) of delinquent loans in the Company's loan portfolio is shown below for credit card, private student and personal loan receivables (dollars in millions):


	September 30, 2023						December 31, 2022
	30-89 Days Delinquent		90 or More Days Delinquent		Total Past Due		30-89 Days Delinquent		90 or More Days Delinquent		Total Past Due
Credit card loans	$	1,797	$	1,527	$	3,324	$	1,250	$	1,028	$	2,278
Private student loans by origination year(1)
2023	$	—	$	—	$	—
2022	8		1		9		$	—	$	—	$	—
2021	20		5		25		6		1		7
2020	23		6		29		14		3		17
2019	28		8		36		19		5		24
Prior	129		45		174		128		36		164
Total private student loans	$	208	$	65	$	273	$	167	$	45	$	212
Personal loans by origination year
2023	$	13	$	3	$	16
2022	40		14		54		$	12	$	3	$	15
2021	20		7		27		15		6		21
2020	7		2		9		8		2		10
2019	5		2		7		6		2		8
Prior	4		2		6		6		3		9
Total personal loans	$	89	$	30	$	119	$	47	$	16	$	63

(1)Private student loans may include a deferment period, during which borrowers are not required to make payments while enrolled in school at least half time as determined by the school. During a deferment period, these loans do not advance into delinquency.

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Allowance for Credit Losses

The following tables provide changes in the Company's allowance for credit losses (dollars in millions):


	For the Three Months Ended September 30, 2023
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at June 30, 2023	$	6,525	$	849	$	622	$	68	$	8,064
Additions
Provision for credit losses(1)	1,518		52		93		8		1,671
Deductions
Charge-offs	(1,171)		(40)		(76)		—		(1,287)
Recoveries	198		5		14		—		217
Net charge-offs	(973)		(35)		(62)		—		(1,070)

Balance at September 30, 2023	$	7,070	$	866	$	653	$	76	$	8,665

	For the Three Months Ended September 30, 2022
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at June 30, 2022	$	5,307	$	832	$	572	$	46	$	6,757
Additions
Provision for credit losses(1)	649		20		69		5		743
Deductions
Charge-offs	(592)		(29)		(38)		—		(659)
Recoveries	197		6		17		—		220
Net charge-offs	(395)		(23)		(21)		—		(439)

Balance at September 30, 2022	$	5,561	$	829	$	620	$	51	$	7,061

	For the Nine Months Ended September 30, 2023
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at December 31, 2022	$	5,883	$	839	$	595	$	57	$	7,374
Cumulative effect of ASU No. 2022-02 adoption(2)	(66)		—		(2)		—		(68)
Balance at January 1, 2023	5,817		839		593		57		7,306
Additions
Provision for credit losses(1)	3,752		121		211		19		4,103
Deductions
Charge-offs	(3,101)		(111)		(194)		—		(3,406)
Recoveries	602		17		43		—		662
Net charge-offs	(2,499)		(94)		(151)		—		(2,744)

Balance at September 30, 2023	$	7,070	$	866	$	653	$	76	$	8,665

	For the Nine Months Ended September 30, 2022
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at December 31, 2021	$	5,273	$	843	$	662	$	44	$	6,822
Additions
Provision for credit losses(1)	1,395		54		19		7		1,475
Deductions
Charge-offs	(1,720)		(86)		(115)		—		(1,921)
Recoveries	613		18		54		—		685
Net charge-offs	(1,107)		(68)		(61)		—		(1,236)

Balance at September 30, 2022	$	5,561	$	829	$	620	$	51	$	7,061

(1)Excludes a $31 million and $30 million adjustment of the liability for expected credit losses on unfunded commitments for the three months ended September 30, 2023 and 2022, respectively, and $6 million and $1 million for the nine months ended September 30, 2023 and 2022, respectively, as the liability is recorded in accrued expenses and other liabilities in the Company's condensed consolidated statements of financial condition.

(2)Represents the adjustment to the allowance for credit losses as a result of the adoption of ASU No. 2022-02 on January 1, 2023, which eliminated the requirement to apply discounted cash flow measurements for certain troubled debt restructurings.

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The allowance for credit losses was approximately $8.7 billion at September 30, 2023, which reflects a $601 million build over June 30, 2023, and a $1.3 billion build from December 31, 2022. The build in the allowance for credit losses for the three and nine months ended September 30, 2023 was primarily driven by loan growth, increasing delinquencies, and macroeconomic variables impacting household cash flows.

The allowance estimation process begins with a loss forecast that uses certain macroeconomic variables and multiple macroeconomic scenarios among its inputs. In estimating the allowance at September 30, 2023, the Company used a macroeconomic forecast that projected the following weighted average amounts: (i) unemployment rate ending 2023 at 3.8% and peaking at 4.2% in the fourth quarter of 2024 and (ii) 2.02% growth rate in real gross domestic product in 2023.

In estimating expected credit losses, the Company considered the uncertainties associated with borrower behavior and payment trends, as well as recent and expected macroeconomic conditions, such as high consumer price inflation and the fiscal and monetary policy responses to that inflation. The Federal Reserve raised its federal funds rate target range substantially during 2022 and the first three quarters of 2023 in an effort to slow economic growth and reduce inflation. Although real GDP growth and labor market conditions have exceeded most economists’ expectations this year, restrictive monetary policy, as manifested in relatively high interest rates, typically precedes weaker consumer credit conditions caused by rising unemployment as economic growth slows. Credit performance in the Company's lending portfolios has evolved in line with its expectations this year, but may weaken if the economy fails to avert a recession in response to tighter credit conditions or other factors. The Company assessed the prospects for various macroeconomic outcomes in setting its allowance for credit losses.

The forecast period the Company deemed to be reasonable and supportable was 18 months for all periods presented. The 18 months reasonable and supportable forecast period was deemed appropriate given the current economic conditions. For all periods presented, the Company determined that a reversion period of 12 months was appropriate for the same reason. The Company applied a weighted reversion method to provide a more reasonable transition to historical losses for all loan products for all periods presented.

The net charge-offs for credit card loans, private student loans and personal loans increased for the three and nine months ended September 30, 2023, when compared to the same periods in 2022, primarily due to portfolio seasoning.

Net charge-offs of principal are recorded against the allowance for credit losses, as shown in the preceding table. Information regarding net charge-offs of interest and fee revenues on credit card and other loans is as follows (dollars in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Interest and fees accrued subsequently charged-off, net of recoveries (recorded as a reduction of interest income)	$	176	$	74	$	460	$	209
Fees accrued subsequently charged-off, net of recoveries (recorded as a reduction to other income)	$	47	$	24	$	134	$	68

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Gross principal charge-offs of the Company's loan portfolio are presented in the table below, on a year-to-date basis, for credit card, private student and personal loan receivables (dollars in millions):



	For the Nine Months Ended September 30, 2023
Credit card loans	$	3,101
Private student loans by origination year
2023	$	—
2022	2
2021	11
2020	15
2019	17
Prior	66
Total private student loans	$	111
Personal loans by origination year
2023	$	5
2022	74
2021	58
2020	26
2019	19
Prior	12
Total personal loans	$	194

Delinquent and Non-Accruing Loans

The amortized cost basis (excluding accrued interest receivable presented in other assets) of delinquent and non-accruing loans in the Company's loan portfolio is shown below for each class of loan receivables (dollars in millions):(1)


	30-89 Days Delinquent		90 or More Days Delinquent		Total Past Due		90 or More Days Delinquent and Accruing		Total Non-accruing(2)
At September 30, 2023
Credit card loans	$	1,797	$	1,527	$	3,324	$	1,460	$	226
Other loans
Private student loans	208		65		273		66		8
Personal loans	89		30		119		29		7
Other loans	25		15		40		4		27
Total other loans	322		110		432		99		42
Total loan receivables	$	2,119	$	1,637	$	3,756	$	1,559	$	268

At December 31, 2022
Credit card loans	$	1,250	$	1,028	$	2,278	$	1,003	$	176
Other loans
Private student loans	167		45		212		45		8
Personal loans	47		16		63		16		7
Other loans	13		12		25		1		23
Total other loans	227		73		300		62		38
Total loan receivables	$	1,477	$	1,101	$	2,578	$	1,065	$	214

(1)The payment status of both modified and unmodified loans is included in this table.

(2)The Company estimates that the gross interest income that would have been recorded under the original terms of non-accruing credit card loans was $11 million and $6 million for the three months ended September 30, 2023 and 2022, respectively, and $29 million and $17 million for the nine months ended September 30, 2023 and 2022, respectively. The Company does not separately track the amount of gross interest income that would have been recorded under the original terms of loans. Instead, the Company estimated this amount based on customers' current balances and most recent interest rates.

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Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company has internal loan modification programs that provide relief to credit card, private student and personal loan borrowers who are experiencing financial hardship. The internal loan modification programs include both temporary and permanent programs, which vary by product. External loan modification programs, through third party consumer credit counseling agencies, are also available for credit card and personal loans. Those programs feature interest rate reductions, payment delays, term extensions, or a combination thereof.

For credit card customers, the Company offers both temporary and permanent hardship programs. The temporary hardship programs consist of an interest rate reduction lasting for a period no longer than 12 months. Charging privileges on these accounts are generally suspended while in the program. However, if the customer meets certain criteria, charging privileges may be reinstated following completion of the program.

The permanent modification program involves closing the account, changing the structure of the loan to a fixed payment loan with a maturity no longer than 72 months and reducing the interest rate on the loan. The permanent modification program does not typically provide for the forgiveness of unpaid principal, but may allow for the reversal of certain unpaid interest or fee assessments. The Company also makes permanent loan modifications for customers who request financial assistance through external sources, such as a consumer credit counseling agency program. These loans typically receive a reduced interest rate, typically continue to be subject to the original minimum payment terms and do not normally include waiver of unpaid principal, interest or fees.

To assist private student loan borrowers who are experiencing temporary financial difficulties but are willing to resume making payments, the Company may offer a payment delay (in the form of hardship forbearance or a temporary payment reduction), or a temporary interest rate reduction. Typically programs are offered up to six consecutive months at one time with a lifetime usage cap, most commonly, of 12 months.

For personal loan customers, the Company offers various payment programs, including temporary and permanent programs, in certain situations. The temporary programs normally consist of reducing the minimum payment for no longer than 12 months and, in certain circumstances, the interest rate on the loan is reduced. The permanent programs involve extending the loan term and, in certain circumstances, reducing the interest rate on the loan. The total term of the loan, including modification, may not exceed nine years. The Company also allows permanent loan modifications for customers who request financial assistance through external sources, similar to the credit card customers discussed above. Payments are modified based on the new terms agreed upon with the credit counseling agency.

In addition to the programs described above, the Company will in certain cases accept partial payment in full satisfaction of the outstanding receivable. This is a form of principal forgiveness also known as a settlement. The difference between the loan balance and the amount received in settlement is recorded as a charge-off.

The Company monitors borrower performance after using payment programs or forbearance. The Company believes the programs are useful in assisting customers experiencing financial difficulties and allowing them to make timely payments. In addition to helping customers with their credit needs, these programs are designed to maximize collections and ultimately the Company’s profitability. The Company plans to continue to use payment programs to provide relief to customers experiencing financial difficulties.

ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, became effective for the Company on January 1, 2023. The new guidance eliminated Subtopic 310-40, Troubled Debt Restructurings, and implemented enhanced disclosure requirements regarding loan modifications to borrowers experiencing financial difficulty. The new disclosures are required to be applied on a prospective basis. There will be no comparative disclosures to prior periods until such time as both periods disclosed are subject to the new guidance.

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The following table provides the period-end amortized cost basis, by modification category, of loans to borrowers experiencing financial difficulty that entered a modification program during the period (dollars in millions). Some of the loans presented in the table below may no longer be enrolled in a program at period-end:


	For the Three Months Ended September 30,			For the Nine Months Ended September 30,(1)
	2023				2023
Credit card loans(2)(3)
Interest rate reduction	$	685			$	1,712
Total credit card loans(4)	$	685			$	1,712
% of total class of financing receivables	0.70		%		1.76		%

Private student loans(2)
Payment delay(5)	$	12			$	32
Interest rate reduction and payment delay(5)	28				74
Total private student loans(4)	$	40			$	106
% of total class of financing receivables	0.38		%		1.01		%

Personal loans(2)
Payment delay(5)	$	4			$	8
Term extension(6)	9				24
Interest rate reduction and payment delay(5)	21				48
Interest rate reduction and term extension(6)	9				22
Total personal loans(4)	$	43			$	102
% of total class of financing receivables	0.45		%		1.07		%

(1) The current quarter-to-date enrollment figures, when aggregated with previously disclosed quarter-to-date amounts, will not equal the year-to-date amounts in this table because all year-to-date enrollments are presented using the current period-end amortized cost basis.

(2) Accrued interest receivable (including unbilled accrued interest receivable for credit card loans) on modified loans to borrowers experiencing financial difficulty, which is presented as part of other assets in the Company's condensed consolidated statements of financial condition, was immaterial at September 30, 2023.

(3) Accounts that entered a credit card loan modification program include $120 million and $302 million that were converted from revolving line-of-credit arrangements to term loans during the three and nine months ended September 30, 2023, respectively.

(4) For settlements, the amortized cost basis is zero at period-end and therefore there is no amount reported for principal forgiveness in the table above. See financial effects table below for principal forgiveness to borrowers experiencing financial difficulty.

(5) The Company defines a payment delay as a temporary reduction in payments below the original contractually required payment amounts (e.g., interest only payments). The Company's credit card loan modification programs do not result in an other than insignificant delay in payment.

(6) The Company defines term extensions as only those modifications for which the maturity date is extended beyond the original contractual maturity date by virtue of a change in terms other than a payment delay as defined above. Modifications to credit card loans are not considered term extensions because credit card loans do not have a fixed repayment term.

The only non-cancellable commitments the Company has to lend additional funds to borrowers experiencing financial difficulty relate to certain private student loans. As of September 30, 2023, the amount of such commitments associated with loans modified during the periods presented was immaterial.

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The following table provides information on the financial effects of loan modifications to borrowers experiencing financial difficulty, by modification type, made during the period (dollars in millions):


	For the Three Months Ended September 30,			For the Nine Months Ended September 30,
	2023				2023
Credit card loans
Weighted-average interest rate reduction	13.84		%		13.68		%
Principal forgiven	$	35			$	81
Interest and fees forgiven(1)	$	30			$	77

Private student loans
Weighted-average interest rate reduction	8.94		%		8.77		%
Payment delay duration (in months)(2)	6 to 12				6 to 12
Principal forgiven	$	—			$	—

Personal loans
Weighted-average interest rate reduction	12.30		%		12.01		%
Weighted-average term extension (in months)	38				38
Payment delay duration (in months)(2)	6 to 12				6 to 12
Principal forgiven	$	—			$	—

(1) Represents the amount of interest and fees forgiven resulting from accounts entering into a credit card loan modification program and pre-charge off settlements. Interest and fees forgiven are reversed against the respective line items in the consolidated statements of income.

(2) For private student loan payment delays, the Company offers up to six consecutive months of delay and most commonly limits assistance to a life of loan maximum of 12 months. For personal loan payment delays, the Company limits this assistance to a life of loan maximum of 12 months.

Loan receivables that have been modified are subject to the same requirements for the accrual of expected credit loss over their expected remaining lives as for unmodified loans. The allowance for credit losses incorporates modeling of historical loss data and thereby captures the higher risk associated with modified loans to borrowers experiencing financial difficulty based on their account attributes.

The following table presents the payment status and period-end amortized cost basis, by class of loan receivable, of loans that were modified on or after January 1, 2023 to borrowers experiencing financial difficulty (dollars in millions):(1)


	Current		30-89 Days Delinquent		90 or More Days Delinquent
At September 30, 2023
Credit card loans	$	1,399	$	190	$	123
Private student loans	92		11		2
Personal loans	81		13		8
Total	$	1,572	$	214	$	133

(1) This table includes any loan that entered a modification program during the period without regard to whether it remained in a modification program as of the reporting date.

The following table presents the defaulted amount and period-end amortized cost basis, by modification category, of loans that defaulted during the period and were modified on or after January 1, 2023 through the end of the reporting period to borrowers experiencing financial difficulty (dollars in millions):




















	For the Three Months Ended September 30, 2023				For the Nine Months Ended September 30, 2023
	Defaulted Amount(1)		Period-end Amortized Cost Basis		Defaulted Amount(1)		Period-end Amortized Cost Basis
Credit card loans
Interest rate reduction	$	120	$	96	$	203	$	124
Total credit card loans	$	120	$	96	$	203	$	124

(1)For purposes of this disclosure, a loan is considered to be defaulted when it is 60 days or more delinquent at month end and has advanced two stages of delinquency subsequent to modification. Loans that entered a modification program in any stage of delinquency but did not experience a further payment default are included in the payment status table above but are not counted as defaulted for purposes of this disclosure.

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The defaulted amounts and period-end amortized cost basis of private student loans and personal loans modified on or after January 1, 2023 to borrowers experiencing financial difficulty which subsequently defaulted were immaterial for the three and nine months ended September 30, 2023.

Troubled Debt Restructurings (Prior to 2023)

Prior to the adoption of ASU 2022-02, the Company considered a modified loan in which a concession had been granted to the borrower to be a TDR based generally on the cumulative length of the concession period and credit quality of the borrower. Due to differences between the legacy TDR requirements and current loan modification disclosure requirements, information presented in the disclosures below is not directly comparable to the disclosures under the current guidance.

To evaluate the primary financial effects that resulted from credit card loans entering into a TDR program during the three and nine months ended September 30, 2022, the Company quantified the amount by which interest and fees were reduced during the periods. During the three and nine months ended September 30, 2022, the Company forgave approximately $7 million and $20 million of interest and fees resulting from accounts entering into a credit card loan TDR program.

The following table provides information on loans that entered a TDR program during the period (dollars in millions):


	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
	Number of Accounts	Balances		Number of Accounts	Balances
Accounts that entered a TDR program during the period
Credit card loans(1)	63,803	$	414	167,655	$	1,071
Private student loans	1,863	$	36	5,141	$	96
Personal loans	1,799	$	25	4,561	$	62

(1)Accounts that entered a credit card TDR program include $80 million and $225 million that were converted from revolving line-of-credit arrangements to term loans during the three and nine months ended September 30, 2022, respectively.

The following table presents the carrying value of loans that experienced a default during the period that had been modified in a TDR during the 15 months preceding the end of each period (dollars in millions):


	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
	Number of Accounts	Aggregated Outstanding Balances Upon Default		Number of Accounts	Aggregated Outstanding Balances Upon Default
TDRs that subsequently defaulted
Credit card loans(1)(2)	7,784	$	38	18,022	$	89
Private student loans(3)	391	$	7	658	$	12
Personal loans(2)	606	$	9	1,142	$	16

(1)For credit card loans that default from a temporary loan modification program, accounts revert back to the pre-modification terms and charging privileges remain suspended in most cases.

(2)For credit card loans and personal loans, a customer defaults from a loan modification program after either two consecutive missed payments or at charge-off, depending on the program. The outstanding balance upon default is generally the loan balance at the end of the month prior to default.

(3)For student loans, a customer defaults from a loan modification after they are 60 or more days delinquent. The outstanding balance upon default is generally the loan balance at the end of the month prior to default.

Of the account balances that defaulted as shown above for the three months ended September 30, 2022, approximately 60%, and for the nine months ended September 30, 2022, approximately 62%, of the total balances were charged off at the end of the month in which they defaulted from a TDR program. For the three and nine months ended September 30, 2022, for accounts that had defaulted from a TDR program and had not been subsequently charged off, the balances were included in the allowance for credit loss analysis.

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4. Credit Card and Private Student Loan Securitization Activities

The Company's securitizations are accounted for as secured borrowings and the related trusts are treated as consolidated subsidiaries of the Company. For a description of the Company's principles of consolidation with respect to VIEs, see Note 1: Background and Basis of Presentation to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2022.

Credit Card Securitization Activities

The Company accesses the term asset securitization market through Discover Card Master Trust I ("DCMT") and Discover Card Execution Note Trust ("DCENT"). Credit card loan receivables are transferred into DCMT and beneficial interests in DCMT are transferred into DCENT. DCENT issues debt securities to investors that are reported primarily in long-term borrowings.

The DCENT debt structure consists of four classes of securities (DiscoverSeries Class A, B, C and D notes), with the most senior class generally receiving a triple-A rating. To issue senior, higher-rated classes of notes, it is necessary to obtain the appropriate amount of credit enhancement, generally through the issuance of junior, lower-rated or more highly subordinated classes of notes. Wholly-owned subsidiaries of Discover Bank hold the subordinated classes of notes. The Company is exposed to credit risk associated with trust receivables as of the balance sheet date through the retention of these subordinated interests. The estimate of expected credit losses on trust receivables is included in the allowance for credit losses estimate.

The Company's retained interests in the trust's assets, consisting of investments in DCENT notes held by subsidiaries of Discover Bank, constitute intercompany positions that are eliminated in the preparation of the Company's condensed consolidated statements of financial condition.

Upon transfer of credit card loan receivables to the trust, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the trust's creditors. Further, the transferred credit card loan receivables are owned by the trust and are not available to the Company's third-party creditors. The trusts have ownership of cash balances, the amounts of which are reported in restricted cash within the Company's condensed consolidated statements of financial condition. Except for the seller's interest in trust receivables, the Company's interests in trust assets are generally subordinate to the interests of third-party investors in trust debt and, as such, may not be realized by the Company if needed to absorb deficiencies in cash flows that are allocated to those investors. Apart from the restricted assets related to securitization activities, the investors and the securitization trusts have no recourse to the Company's other assets or the Company's general credit for a shortage in cash flows.

The carrying values of these restricted assets, which are presented on the Company's condensed consolidated statements of financial condition as relating to securitization activities, are shown in the following table (dollars in millions):


	September 30, 2023		December 31, 2022
Restricted cash	$	31	$	33

Investors' interests held by third-party investors	10,975		10,200
Investors' interests held by wholly-owned subsidiaries of Discover Bank	2,918		3,341
Seller's interest	10,898		12,220
Loan receivables(1)	24,791		25,761
Allowance for credit losses allocated to securitized loan receivables(1)	(1,129)		(1,152)
Net loan receivables	23,662		24,609
Other assets	3		2
Carrying value of assets of consolidated variable interest entities	$	23,696	$	24,644

(1)The Company maintains its allowance for credit losses at an amount equal to lifetime expected credit losses associated with all loan receivables, which includes all loan receivables in the trusts. Therefore, the credit risk associated with the transferred receivables is fully reflected on the Company's statements of financial condition in accordance with GAAP.

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The debt securities issued by the consolidated trusts are subject to credit, payment and interest rate risks on the transferred credit card loan receivables. To protect investors in the securities, there are certain features or triggering events that will cause an early amortization of the debt securities, including triggers related to the impact of the performance of the trust receivables on the availability and adequacy of cash flows to meet contractual requirements. As of September 30, 2023, no economic or other early amortization events have occurred.

The Company continues to own and service the accounts that generate the loan receivables held by the trusts. Discover Bank receives servicing fees from the trusts based on a percentage of the monthly investor principal balance outstanding. Although the fee income to Discover Bank offsets the fee expense to the trusts and thus is eliminated in consolidation, failure to service the transferred loan receivables in accordance with contractual requirements could lead to a termination of the servicing rights and the loss of future servicing income, net of related expenses.

Private Student Loan Securitization Activities

The Company's private student loan trust receivables reported in loan receivables and the related debt issued by the trust reported in long-term borrowings were immaterial as of September 30, 2023 and December 31, 2022. The amounts are included, together with amounts related to the Company's credit card securitizations, in the supplemental information about assets and liabilities of consolidated variable interest entities, which is presented with the Company's condensed consolidated statements of financial condition.

5. Deposits

The Company obtains deposits from consumers directly or through affinity relationships ("direct-to-consumer deposits"). Additionally, the Company obtains deposits through third-party securities brokerage firms that offer the Company's deposits to their customers ("brokered deposits"). Direct-to-consumer deposit products include savings accounts, certificates of deposit, money market accounts, IRA savings accounts, IRA certificates of deposit and checking accounts. Brokered deposit products include certificates of deposit and sweep accounts.

Customer deposits held with Discover Bank are currently insured for up to $250,000 per account holder through the Federal Deposit Insurance Corporation (“FDIC”). At September 30, 2023 and December 31, 2022, the Company had approximately $5.9 billion and $8.9 billion of uninsured deposits, respectively. The decrease in uninsured deposits reported was primarily driven by leveraging technological capabilities, beginning in the first quarter of 2023, enabling improved application of deposit account ownership attributes in deriving this amount. The amounts of uninsured deposits above were estimated based on the same methodologies and assumptions used for Discover Bank’s regulatory reporting at each respective balance sheet date.

The following table summarizes certificates of deposits maturing over the remainder of this year, over each of the next four years and thereafter (dollars in millions):


	At September 30, 2023
2023	$	5,274
2024	17,743
2025	7,070
2026	3,626
2027	4,258
Thereafter	2,777
Total	$	40,748

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6. Long-Term Borrowings

Long-term borrowings consist of borrowings having original maturities of one year or more. The following table provides a summary of the Company's long-term borrowings and weighted-average interest rates on outstanding balances (dollars in millions):


	September 30, 2023					December 31, 2022
	Maturity	Interest Rate	Weighted-Average Interest Rate	Outstanding Amount		Outstanding Amount
Securitized Debt
Fixed-rate asset-backed securities(1)	2024-2026	0.58% - 5.03%	3.17%	$	9,895	$	8,401
Floating-rate asset-backed securities(2)	2024	6.05%	6.05%	925		1,774
Total Discover Card Master Trust I and Discover Card Execution Note Trust				10,820		10,175

Floating-rate asset-backed security(3)(4)	2031	9.50%	9.50%	69		84
Total private student loan securitization trust				69		84
Total long-term borrowings - owed to securitization investors				10,889		10,259

Discover Financial Services (Parent Company)
Fixed-rate senior notes	2024-2032	3.75% - 6.70%	4.68%	3,335		3,333
Fixed-rate retail notes	2023-2031	3.00% - 4.40%	3.80%	147		154

Discover Bank
Fixed-rate senior bank notes(1)	2024-2030	2.45% - 4.65%	3.53%	3,548		5,348
Fixed-rate subordinated bank notes	2028	5.97%	5.97%	500		489
Fixed-rate Federal Home Loan Bank advances	2030	4.77% - 4.82%	4.82%	523		—
Floating-rate Federal Home Loan Bank advance(5)	2023	5.54%	5.54%	525		525
Total long-term borrowings				$	19,467	$	20,108

(1)The Company uses interest rate swaps to hedge portions of these long-term borrowings against changes in fair value attributable to changes in the applicable benchmark interest rates. The use of these interest rate swaps impacts the carrying value of the debt. See Note 15: Derivatives and Hedging Activities.

(2)DCENT floating-rate asset-backed securities include issuances with the following interest rate terms: 1-month Term SOFR + 0.11448% Tenor Spread Adjustment + 60 basis points as of September 30, 2023.

(3)The private student loan securitization trust floating-rate asset-backed security includes an issuance with the following interest rate term: Prime rate + 100 basis points as of September 30, 2023.

(4)Repayment of this debt is dependent upon the timing of principal and interest payments on the underlying private student loans. The date shown represents the final maturity date.

(5)The floating-rate Federal Home Loan Bank (“FHLB”) advance includes the following interest rate term: SOFR + 23 basis points as of September 30, 2023.

The following table summarizes long-term borrowings maturing over the remainder of this year, over each of the next four years and thereafter (dollars in millions):


	September 30, 2023
2023	$	532
2024	3,727
2025	6,086
2026	4,854
2027	1,000
Thereafter	3,268
Total	$	19,467

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As a member of the FHLB of Chicago, the Company has access to both short- and long-term advance structures with maturities ranging from overnight to 30 years. As of September 30, 2023, the Company had total committed borrowing capacity of $3.3 billion based on the amount and type of assets pledged, of which the outstanding balance was comprised of $1.0 billion in long-term advances. As of December 31, 2022, the Company had total committed borrowing capacity of $2.2 billion based on the amount and type of assets pledged, of which the outstanding balance was comprised solely of a $525 million long-term advance. These advances are presented as short- or long-term borrowings on the condensed consolidated statements of financial condition as appropriate.

Additionally, the Company has access to committed borrowing capacity through private securitizations to support the funding of its credit card loan receivables. As of September 30, 2023 and December 31, 2022, the total commitment of secured credit facilities through private providers was $3.5 billion, none of which was drawn. Access to the unused portions of the secured credit facilities is subject to the terms of the agreements with each of the providers. The secured credit facilities have various expirations in 2025. Borrowings outstanding under each facility bear interest at a margin above the Term Secured Overnight Financing Rate ("SOFR") or the asset-backed commercial paper costs of each provider. The terms of each agreement provide for a commitment fee to be paid on the unused capacity and include various affirmative and negative covenants, including performance metrics and legal requirements similar to those required to issue any term securitization transaction.

7. Preferred Stock

The table below presents a summary of the Company's non-cumulative perpetual preferred stock that is outstanding at September 30, 2023 (dollars in millions, except per depositary share amounts):


Series	Description	Initial Issuance Date	Liquidation Preference and Redemption Price per Depositary Share(1)		Per Annum Dividend Rate in effect at September 30, 2023		Total Depositary Shares Authorized, Issued and Outstanding		Carrying Value
							September 30, 2023	December 31, 2022	September 30, 2023		December 31, 2022
C(2)(3)(4)	Fixed-to-Floating Rate	10/31/2017	$	1,000	5.500	%	570,000	570,000	$	563	$	563
D(2)(5)(6)	Fixed-Rate Reset	6/22/2020	$	1,000	6.125	%	500,000	500,000	493		493
Total Preferred Stock							1,070,000	1,070,000	$	1,056	$	1,056

(1)Redeemable at the redemption price plus declared and unpaid dividends.

(2)Issued as depositary shares, each representing 1/100th interest in a share of the corresponding series of preferred stock. Each preferred share has a par value of $0.01.

(3)Redeemable at the Company’s option, subject to regulatory approval, either (i) in whole or in part on any dividend payment date on or after October 30, 2027, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the certificate of designations for the Series C preferred stock).

(4)Any dividends declared are payable semi-annually in arrears at a rate of 5.500% per annum until October 30, 2027. Thereafter, dividends declared will be payable quarterly in arrears at a floating rate equal to 3-month Term SOFR plus a spread of 3.338% per annum.

(5)Redeemable at the Company’s option, subject to regulatory approval, either (i) in whole or in part during the three-month period prior to, and including, each reset date (as defined in the certificate of designations for the Series D preferred stock) or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the certificate of designations for the Series D Preferred Stock).

(6)Any dividends declared are payable semi-annually in arrears at a rate of 6.125% per annum until September 23, 2025, after which the dividend rate will reset every 5 years to a fixed annual rate equal to the 5-year Treasury plus a spread of 5.783%.

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8. Accumulated Other Comprehensive Income

Changes in each component of accumulated other comprehensive income ("AOCI") were as follows (dollars in millions):


	Unrealized (Losses) Gains on Available-for-Sale Investment Securities, Net of Tax		Losses on Cash Flow Hedges, Net of Tax		Losses on Pension Plan, Net of Tax		AOCI
For the Three Months Ended September 30, 2023
Balance at June 30, 2023	$	(195)	$	(86)	$	(189)	$	(470)
Net change	(83)		(20)		—		(103)
Balance at September 30, 2023	$	(278)	$	(106)	$	(189)	$	(573)

For the Three Months Ended September 30, 2022
Balance at June 30, 2022	$	(48)	$	(4)	$	(199)	$	(251)
Net change	(100)		(2)		—		(102)
Balance at September 30, 2022	$	(148)	$	(6)	$	(199)	$	(353)

For the Nine Months Ended September 30, 2023
Balance at December 31, 2022	$	(136)	$	(14)	$	(189)	$	(339)
Net change	(142)		(92)		—		(234)
Balance at September 30, 2023	$	(278)	$	(106)	$	(189)	$	(573)

For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	$	114	$	(9)	$	(199)	$	(94)
Net change	(262)		3		—		(259)
Balance at September 30, 2022	$	(148)	$	(6)	$	(199)	$	(353)

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The following table presents each component of other comprehensive income ("OCI") before reclassifications and amounts reclassified from AOCI for each component of OCI before- and after-tax (dollars in millions):


	Before Tax		Tax Benefit (Expense)		Net of Tax
For the Three Months Ended September 30, 2023
Available-for-Sale Investment Securities
Net unrealized holding losses arising during the period	$	(111)	$	28	$	(83)

Net change	$	(111)	$	28	$	(83)
Cash Flow Hedges
Net unrealized losses arising during the period	$	(55)	$	13	$	(42)
Amounts reclassified from AOCI	29		(7)		22
Net change	$	(26)	$	6	$	(20)




For the Three Months Ended September 30, 2022
Available-for-Sale Investment Securities
Net unrealized holding losses arising during the period	$	(133)	$	33	$	(100)

Net change	$	(133)	$	33	$	(100)
Cash Flow Hedges
Net unrealized losses arising during the period	$	(4)	$	1	$	(3)
Amounts reclassified from AOCI	2		(1)		1
Net change	$	(2)	$	—	$	(2)




For the Nine Months Ended September 30, 2023
Available-for-Sale Investment Securities
Net unrealized holding losses arising during the period	$	(188)	$	46	$	(142)

Net change	$	(188)	$	46	$	(142)
Cash Flow Hedges
Net unrealized losses arising during the period	$	(172)	$	42	$	(130)
Amounts reclassified from AOCI	50		(12)		38
Net change	$	(122)	$	30	$	(92)




For the Nine Months Ended September 30, 2022
Available-for-Sale Investment Securities
Net unrealized holding losses arising during the period	$	(346)	$	84	$	(262)

Net change	$	(346)	$	84	$	(262)
Cash Flow Hedges
Net unrealized losses arising during the period	$	(2)	$	—	$	(2)
Amounts reclassified from AOCI	4		1		5
Net change	$	2	$	1	$	3

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9. Income Taxes

The following table presents the calculation of the Company's effective income tax rate (dollars in millions):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Income before income taxes	$	888		$	1,327		$	3,314		$	4,375
Income tax expense	$	205		$	314		$	762		$	1,026
Effective income tax rate	23.1		%	23.7		%	23.0		%	23.5		%

The Company is subject to examination by the Internal Revenue Service and tax authorities in various state, local and foreign tax jurisdictions. The Company's federal income tax filings are open to examinations for the tax years ended December 31, 2019 and forward. The Company regularly assesses the likelihood of additional assessments or settlements in each of the taxing jurisdictions. At this time, the potential change in unrecognized tax benefits is expected to be immaterial over the next 12 months. The Company believes that its reserves are sufficient to cover any tax, penalties and interest that would result from such examinations.

10. Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS") (dollars and shares in millions, except per share amounts):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator
Net income	$	683	$	1,013	$	2,552	$	3,349
Preferred stock dividends	(31)		(31)		(62)		(62)
Net income available to common stockholders	652		982		2,490		3,287
Income allocated to participating securities	(5)		(7)		(17)		(20)
Net income allocated to common stockholders	$	647	$	975	$	2,473	$	3,267
Denominator
Weighted-average shares of common stock outstanding	250		273		255		279
Effect of dilutive common stock equivalents	—		1		—		—
Weighted-average shares of common stock outstanding and common stock equivalents	250		274		255		279

Basic earnings per common share	$	2.59	$	3.57	$	9.70	$	11.70
Diluted earnings per common share	$	2.59	$	3.56	$	9.69	$	11.69

Anti-dilutive securities were not material and had no impact on the computation of diluted EPS for the three or nine months ended September 30, 2023 and 2022.

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11. Capital Adequacy

DFS is subject to the capital adequacy guidelines of the Federal Reserve. Discover Bank, the Company's banking subsidiary, is subject to various regulatory capital requirements as administered by the FDIC. Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could limit the Company's business activities and have a direct material effect on the financial condition and operating results of DFS and Discover Bank. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, DFS and Discover Bank must meet specific risk-based capital requirements and leverage ratios that involve quantitative measures of assets, liabilities and certain off-balance sheet items, as calculated under regulatory guidelines. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

DFS and Discover Bank are subject to regulatory and capital rules issued by the Federal Reserve and FDIC, respectively, under the Basel Committee's December 2010 framework ("Basel III rules"). Under the Basel III rules, DFS and Discover Bank are classified as "standardized approach" entities. Standardized approach entities are defined as U.S. banking organizations with consolidated total assets over $50 billion but not exceeding $250 billion and consolidated total on-balance sheet foreign exposure less than $10 billion.

In accordance with the final rule on the impact of current expected credit losses ("CECL") on regulatory capital, the Company has elected to phase in the impact over three years beginning in 2022. Accordingly, the Company's Common Equity Tier 1 ("CET1") capital ratios are higher than they otherwise would have been. The Company's CET1 capital ratios will continue to be favorably impacted by this election over the phase-in period, which ends December 31, 2024.

As of September 30, 2023 and December 31, 2022, DFS and Discover Bank met all Basel III minimum capital ratio requirements to which they were subject. DFS and Discover Bank also met the requirements to be considered "well-capitalized" under Regulation Y and prompt corrective action rules, respectively. There have been no conditions or events that management believes have changed DFS' or Discover Bank's category. To be categorized as "well-capitalized", DFS and Discover Bank must maintain minimum capital ratios outlined in the table below.

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The following table shows the actual capital amounts and ratios of DFS and Discover Bank and comparisons of each to the regulatory minimum and "well-capitalized" requirements (dollars in millions):


	Actual				Minimum Capital Requirements			Capital Requirements To Be Classified as Well-Capitalized
	Amount		Ratio(1)		Amount		Ratio	Amount(2)		Ratio(2)
September 30, 2023
Total capital (to risk-weighted assets)
Discover Financial Services	$	17,667	14.1	%	$	10,040	≥8.0%	$	12,550	≥10.0%
Discover Bank	$	16,691	13.5	%	$	9,912	≥8.0%	$	12,390	≥10.0%
Tier 1 capital (to risk-weighted assets)
Discover Financial Services	$	15,627	12.5	%	$	7,530	≥6.0%	$	7,530	≥6.0%
Discover Bank	$	13,821	11.2	%	$	7,434	≥6.0%	$	9,912	≥8.0%
Tier 1 capital (to average assets)
Discover Financial Services	$	15,627	11.0	%	$	5,678	≥4.0%	N/A		N/A
Discover Bank	$	13,821	9.9	%	$	5,596	≥4.0%	$	6,995	≥5.0%
Common Equity Tier 1 (to risk-weighted assets)
Discover Financial Services	$	14,572	11.6	%	$	5,647	≥4.5%	N/A		N/A
Discover Bank	$	13,821	11.2	%	$	5,575	≥4.5%	$	8,053	≥6.5%

December 31, 2022
Total capital (to risk-weighted assets)
Discover Financial Services(3)	$	18,004	15.8	%	$	9,139	≥8.0%	$	11,424	≥10.0%
Discover Bank	$	16,579	14.7	%	$	9,015	≥8.0%	$	11,268	≥10.0%
Tier 1 capital (to risk-weighted assets)
Discover Financial Services(3)	$	16,039	14.0	%	$	6,854	≥6.0%	$	6,854	≥6.0%
Discover Bank	$	13,683	12.1	%	$	6,761	≥6.0%	$	9,015	≥8.0%
Tier 1 capital (to average assets)
Discover Financial Services(3)	$	16,039	12.5	%	$	5,147	≥4.0%	N/A		N/A
Discover Bank	$	13,683	10.8	%	$	5,086	≥4.0%	$	6,357	≥5.0%
Common Equity Tier 1 (to risk-weighted assets)
Discover Financial Services(3)	$	14,983	13.1	%	$	5,141	≥4.5%	N/A		N/A
Discover Bank	$	13,683	12.1	%	$	5,071	≥4.5%	$	7,324	≥6.5%

(1)Capital ratios are calculated based on the Basel III standardized approach rules, subject to applicable transition provisions, including CECL transition provisions.

(2)The Basel III rules do not establish well-capitalized thresholds for these measures for bank holding companies. Existing well-capitalized thresholds established in the Federal Reserve's Regulation Y have been included where available.

(3)Capital amounts and ratios have been updated to reflect the impact of the restatement described in Note 18: Immaterial Restatement of Prior Period Financial Statements.

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12. Commitments, Contingencies and Guarantees

In the normal course of business, the Company enters into a number of off-balance sheet commitments, transactions and obligations under guarantee arrangements that expose the Company to varying degrees of risk. The Company's commitments, contingencies and guarantee relationships are described below.

Commitments

Unused Credit Arrangements

At September 30, 2023, the Company had unused credit arrangements for loans of approximately $231.8 billion. Such arrangements arise primarily from agreements with customers for unused lines of credit on certain credit cards and certain other loan products, provided there is no violation of conditions in the related agreements. These arrangements, substantially all of which the Company can terminate at any time and which do not necessarily represent future cash requirements, are periodically reviewed based on account usage, customer creditworthiness, loan qualification and the cost of capital. As the Company’s credit card loans are unconditionally cancellable, no liability for expected credit losses is required for unused lines of credit. For all other loans, the Company records a liability for expected credit losses for unfunded commitments, which is presented as part of accrued expenses and other liabilities in the consolidated statements of financial condition.

Contingencies

See Note 13: Litigation and Regulatory Matters for a description of potential liability arising from pending litigation or regulatory proceedings involving the Company.

Guarantees

The Company has obligations under certain guarantee arrangements, including contracts, indemnification agreements and representations and warranties, which contingently require the Company to make payments to the guaranteed party based on changes in an underlying asset, liability or equity security of a guaranteed party, rate or index. Also included as guarantees are contracts that contingently require the Company to make payments to a guaranteed party based on another entity's failure to perform under an agreement. The Company's use of guarantees is disclosed below by type of guarantee.

Securitizations Representations and Warranties

As part of the Company's financing activities, the Company provides representations and warranties that certain assets pledged as collateral in secured borrowing arrangements conform to specified guidelines. Due diligence is performed by the Company, which is intended to ensure that asset guideline qualifications are met. If the assets pledged as collateral do not meet certain conforming guidelines, the Company may be required to replace, repurchase or sell such assets. In its credit card securitization activities, the Company would replace nonconforming receivables through the allocation of excess seller's interest or from additional transfers from the unrestricted pool of receivables. If the Company could not add enough receivables to satisfy the requirement, an early amortization (or repayment) of investors' interests would be triggered. In its student loan securitizations, the Company would generally repurchase the loans from the trust at the outstanding principal amount plus interest.

The maximum potential amount of future payments the Company could be required to make would be equal to the current outstanding balances of third-party investor interests in credit card asset-backed securities and the principal amount of any private student loan secured borrowings, plus any unpaid interest for the corresponding secured borrowings. The Company has recorded substantially all of the maximum potential amount of future payments in long-term borrowings on the Company's condensed consolidated statements of financial condition. The Company has not recorded any incremental contingent liability associated with its secured borrowing representations and warranties. Management believes that the probability of having to replace, repurchase or sell assets pledged as collateral under secured borrowing arrangements, including an early amortization event, is low.

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Counterparty Settlement Guarantees

Diners Club and DFS Services LLC (on behalf of PULSE) have various counterparty exposures, which are listed below:

•Merchant Guarantee. Diners Club has entered into contractual relationships with certain international merchants, which generally include travel-related businesses, for the benefit of all Diners Club licensees. The licensees hold the primary liability to settle the transactions of their customers with these merchants. However, Diners Club retains a counterparty exposure if a licensee fails to meet its financial payment obligation to one of these merchants.

•ATM Guarantee. PULSE entered into contractual relationships with certain international ATM acquirers in which DFS Services LLC retains counterparty exposure if an issuer fails to fulfill its settlement obligation.

•Global Network Alliance Guarantee. Discover Network, Diners Club and PULSE have entered into contractual relationships with certain international payment networks in which DFS Services LLC retains the counterparty exposure if a network fails to fulfill its settlement obligation.

The maximum potential amount of future payments related to such contingent obligations is dependent upon the transaction volume processed between the time a potential counterparty defaults on its settlement and the time at which the Company disables the settlement of any further transactions for the defaulting party. The Company has some contractual remedies to offset these counterparty settlement exposures (such as letters of credit or pledged deposits), however, there is no limitation on the maximum amount the Company may be liable to pay.

The actual amount of the potential exposure cannot be quantified as the Company cannot determine whether particular counterparties will fail to meet their settlement obligations. In the event all licensees and/or issuers were to become unable to settle their transactions, the Company estimates its maximum potential counterparty exposures to these settlement guarantees would be approximately $90 million as of September 30, 2023.

The Company believes that the estimated amounts of maximum potential future payments are not representative of the Company's actual potential loss exposure given Diners Club's and PULSE's insignificant historical losses from these counterparty exposures. As of September 30, 2023, the Company had not recorded any contingent liability in the condensed consolidated financial statements for these counterparty exposures and management believes that the probability of any payments under these arrangements is low.

Discover Network Merchant Chargeback Guarantees

The Company operates the Discover Network, issues payment cards and permits third parties to issue payment cards. The Company is contingently liable for certain transactions processed on the Discover Network in the event of a dispute between the payment card customer and a merchant. The contingent liability arises if the disputed transaction involves a merchant or merchant acquirer with whom the Discover Network has a direct relationship. If a dispute is resolved in the customer's favor, the Discover Network will credit or refund the disputed amount to the Discover Network card issuer, who in turn credits its customer's account. The Discover Network will then charge back the disputed amount of the payment card transaction to the merchant or merchant acquirer, where permitted by the applicable agreement, to seek recovery of amounts already paid to the merchant for payment card transactions. If the Discover Network is unable to collect the amount subject to dispute from the merchant or merchant acquirer (e.g., in the event of merchant default or dissolution or after expiration of the time period for chargebacks in the applicable agreement), the Discover Network will bear the loss for the amount credited or refunded to the customer. In most instances, a loss by the Discover Network is unlikely to arise in connection with payments on card transactions because most products or services are delivered when purchased and credits are issued by merchants on returned items in a timely fashion, thus minimizing the likelihood of cardholder disputes with respect to amounts paid by the Discover Network. However, where the product or service is not scheduled to be provided to the customer until a later date following the purchase, the likelihood of a contingent payment obligation by the Discover Network increases. Losses related to merchant chargebacks were not material for the three and nine months ended September 30, 2023 and 2022.

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The maximum potential amount of obligations of the Discover Network arising from such contingent obligations is estimated to be the portion of the total Discover Network transaction volume processed to date for which timely and valid disputes may be raised under applicable law and relevant issuer and customer agreements. There is no limitation on the maximum amount the Company may be liable to pay to issuers. However, the Company believes that such amount is not representative of the Company's actual potential loss exposure based on the Company's historical experience. The actual amount of the potential exposure cannot be quantified as the Company cannot determine whether the current or cumulative transaction volumes may include or result in disputed transactions.

The following table summarizes certain information regarding merchant chargeback guarantees (dollars in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Aggregate sales transaction volume(1)	$	65,490	$	66,766	$	192,173	$	189,505

(1)Represents transactions processed on the Discover Network for which a potential liability exists that, in aggregate, can differ from credit card sales volume.

The Company did not record any contingent liability in the condensed consolidated financial statements for merchant chargeback guarantees as of September 30, 2023 and December 31, 2022. The Company mitigates the risk of potential loss exposure by withholding settlement from merchants, obtaining third-party guarantees, or obtaining escrow deposits or letters of credit from certain merchant acquirers or merchants that are considered a higher risk due to various factors such as time delays in the delivery of products or services. As of September 30, 2023 and December 31, 2022, the Company had escrow deposits and settlement withholdings of $10 million and $11 million, respectively, which are recorded in interest-bearing deposit accounts and accrued expenses and other liabilities on the Company's condensed consolidated statements of financial condition.

13. Litigation and Regulatory Matters

In the normal course of business, from time to time, the Company has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with its activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. The litigation process is not predictable and can lead to unexpected results. The Company contests liability and/or the amount of damages as appropriate in each pending matter.

The Company has historically offered its customers an arbitration clause in its customer agreements. The arbitration clause allows the Company and its customers to quickly and economically resolve disputes. Additionally, the arbitration clause has in some instances limited the costs of, and the Company's exposure to, litigation. Future legal and regulatory challenges and prohibitions may cause the Company to discontinue its offering and use of such clauses. From time to time, the Company is involved in legal actions challenging its arbitration clause. Bills may be periodically introduced in Congress to directly or indirectly prohibit the use of pre-dispute arbitration clauses.

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding the Company's business including, among other matters, consumer regulatory, accounting, tax and other operational matters. The investigations and proceedings may result in significant adverse judgments, settlements, fines, penalties, injunctions, decreases in regulatory ratings, customer restitution or other relief. These outcomes could materially impact the Company's condensed consolidated financial statements, increase its cost of operations, or limit the Company's ability to execute its business strategies and engage in certain business activities. Certain subsidiaries of the Company are subject to consent orders with the Consumer Financial Protection Bureau ("CFPB") and FDIC, as described below. Pursuant to powers granted under federal banking laws, regulatory agencies have broad and sweeping discretion and may assess civil money penalties, require changes to certain business practices or require customer restitution at any time.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for legal and regulatory matters when those matters present loss contingencies that are both probable and estimable. Litigation and regulatory settlement-related expenses were immaterial for the three and nine months ended September 30, 2023 and 2022.

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There may be an exposure to loss in excess of any amounts accrued. The Company believes the estimate of the aggregate range of reasonably possible losses (meaning the likelihood of losses is more than remote but less than likely), in excess of the amounts that the Company has accrued for legal and regulatory proceedings, is up to $230 million as of September 30, 2023. This estimated range of reasonably possible losses is based on currently available information for those proceedings in which the Company is involved and considers the Company's best estimate of such losses for those matters for which an estimate can be made. It does not represent the Company's maximum potential loss exposure. Various aspects of the legal proceedings underlying the estimated range will change from time to time and actual results may vary significantly from the estimate.

The Company's estimated range noted above involves significant judgment, given the varying stages of the proceedings, the existence of numerous yet to be resolved issues, the breadth of the claims (often spanning multiple years and, in some cases, a wide range of business activities), unspecified damages and/or the novelty of the legal issues presented. The outcome of pending matters could adversely affect the Company's reputation and be material to the Company's condensed consolidated financial condition, operating results and cash flows for a particular future period, depending on, among other things, the level of the Company's income for such period.

In July 2015, the Company announced that its subsidiaries, Discover Bank, The Student Loan Corporation and Discover Products Inc. (the "Discover Subsidiaries"), agreed to a consent order with the CFPB with respect to certain private student loan servicing practices (the “2015 Order”). The 2015 Order expired in July 2020. In December 2020, the Discover Subsidiaries agreed to a consent order (the “2020 Order”) with the CFPB resolving the agency’s investigation into Discover Bank’s compliance with the 2015 Order. In connection with the 2020 Order, Discover is required to implement a redress and compliance plan and must pay at least $10 million in consumer redress to consumers who may have been harmed and has paid a $25 million civil money penalty to the CFPB.

On September 25, 2023, following the consent of the Board of Directors of Discover Bank, the FDIC issued a consent order (“consent order”) to Discover Bank. The consent order addresses shortcomings in Discover Bank’s compliance management system for consumer protection laws and related matters. As part of the consent order, Discover Bank has agreed to improve its consumer compliance management system and enhance related corporate governance and enterprise risk management practices, and increase the level of Board oversight over such matters. Discover Bank has been taking significant steps to strengthen the organization’s compliance management system and address the other issues identified in the consent order. Management and the Board are committed to ensuring that all of the requirements of the consent order are met. The consent order does not contain any monetary penalties or fines.

On March 8, 2016, a class-action lawsuit was filed against the Company, other credit card networks, other issuing banks and EMVCo in the U.S. District Court for the Northern District of California (B&R Supermarket, Inc., d/b/a Milam's Market, et al. v. Visa, Inc. et al.) alleging a conspiracy by defendants to shift fraud liability to merchants with the migration to the EMV security standard and chip technology. The plaintiffs assert joint and several liability among the defendants and seek unspecified damages, including treble damages, attorneys' fees, costs and injunctive relief. The Company filed its motion to compel arbitration, motion for summary judgment, and Daubert challenges on November 30, 2022, and awaits rulings. The Company is not in a position at this time to assess the likely outcome or its exposure, if any, with respect to this matter. However, the Company will seek to defend itself vigorously against all claims asserted by the plaintiffs.

Card Product Misclassification

As reported in the second quarter of 2023, beginning in 2007, the Company incorrectly classified certain credit card accounts into its highest merchant and merchant acquirer pricing tier. The misclassification affected pricing for certain merchants and merchant acquirers, but not for cardholders. In the second quarter of 2023, the Company recorded a liability of $365 million within accrued expenses and other liabilities to provide refunds to merchants and merchant acquirers as a result of the card product misclassification. As of September 30, 2023, the balance of the liability was $376 million, reflecting an additional $11 million for the estimated effect of the current price tiering on discount and interchange assessments for the third quarter. As of September 30, 2023, no disbursements had been made against this liability as the Company continues to develop its plan to provide refunds to merchants and merchant acquirers and engage in ongoing discussions about such plans with its regulators.

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Management is taking actions to correct the card product misclassification going forward and to prepare a program to compensate affected merchants and merchant acquirers. It is not possible to know with certainty the final amount of potential refunds at this time given differences in individual merchant agreements, changes in network terms and availability of historical data. Regulators may require refunds or other remediation that may result in other charges or an amount different than the Company’s current estimate.

The Company remains in discussions with its regulators regarding this matter. The Company expects these discussions will likely result in enforcement actions, which may include, among other remedies, monetary penalties, the amount of which cannot be estimated at this time.

In addition, the Company and its subsidiaries have been named as defendants in various lawsuits, including putative class actions on behalf of affected merchants, a putative class action on behalf of shareholders and shareholder derivative actions. The Company also is cooperating with an SEC investigation into the card product misclassification matter.

14. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement, provides a three-level hierarchy for classifying the inputs to valuation techniques used to measure fair value of financial instruments based on whether the inputs are observable or unobservable. It also requires certain disclosures about those measurements. The three-level valuation hierarchy is as follows:

•Level 1: Fair values determined by Level 1 inputs are defined as those that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2: Fair values determined by Level 2 inputs are those that utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active or inactive markets, quoted prices for the identical assets in an inactive market and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The Company evaluates factors such as the frequency of transactions, the size of the bid-ask spread and the significance of adjustments made when considering transactions involving similar assets or liabilities to assess the relevance of those observed prices. If relevant and observable prices are available, the fair values of the related assets or liabilities would be classified as Level 2.

•Level 3: Fair values determined by Level 3 inputs are those based on unobservable inputs and include situations where there is little, if any, market activity for the asset or liability being valued. In instances where the inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy in which the measurements are classified is based on the lowest level input that is significant to the fair value measurement in its entirety. Accordingly, the Company may utilize both observable and unobservable inputs in determining the fair values of financial instruments classified within the Level 3 category.

The Company evaluates the classification of each fair value measurement within the hierarchy at least quarterly.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and involves consideration of factors specific to the asset or liability. Furthermore, certain techniques used to measure fair value involve some degree of judgment and, as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are as follows (dollars in millions):


	Quoted Price in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Balance at September 30, 2023
Assets
Fair value - OCI
U.S. Treasury and U.S. GSE securities	$	12,598	$	8	$	—	$	12,606
Residential mortgage-backed securities - Agency	—		473		—		473
Available-for-sale investment securities	$	12,598	$	481	$	—	$	13,079

Derivative financial instruments - cash flow hedges(1)	$	—	$	9	$	—	$	9

Fair value - Net income
Marketable equity securities	$	39	$	—	$	—	$	39
Derivative financial instruments - fair value hedges(1)	$	—	$	5	$	—	$	5


Liabilities
Fair value - OCI
Derivative financial instruments - cash flow hedges(1)	$	—	$	1	$	—	$	1





Balance at December 31, 2022
Assets
Fair value - OCI
U.S. Treasury and U.S. GSE securities	$	11,416	$	7	$	—	$	11,423
Residential mortgage-backed securities - Agency	—		564		—		564
Available-for-sale investment securities	$	11,416	$	571	$	—	$	11,987

Derivative financial instruments - cash flow hedges(1)	$	—	$	1	$	—	$	1

Fair value - Net income


Marketable equity securities	$	41	$	—	$	—	$	41

Liabilities
Fair value - OCI
Derivative financial instruments - cash flow hedges(1)	$	—	$	3	$	—	$	3

Fair value - Net income
Derivative financial instruments - fair value hedges(1)	$	—	$	2	$	—	$	2

(1)Derivative instrument carrying values in an asset or liability position are presented as part of other assets or accrued expenses and other liabilities, respectively, in the Company's condensed consolidated statements of financial condition.

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Available-for-Sale Investment Securities

Investment securities classified as available-for-sale consist of U.S. Treasury and U.S. GSE securities and RMBS. The fair value estimates of investment securities classified as Level 1, consisting of U.S. Treasury securities, are determined based on quoted market prices for the same securities. The fair value estimates of U.S. GSE securities and RMBS are classified as Level 2 and are valued by maximizing the use of relevant observable inputs, including quoted prices for similar securities, benchmark yield curves and market-corroborated inputs.

The Company validates the fair value estimates provided by pricing services primarily by comparing to valuations obtained through other pricing sources. The Company evaluates pricing variances among different pricing sources to ensure that the valuations utilized are reasonable. The Company also corroborates the reasonableness of the fair value estimates with analysis of trends of significant inputs, such as market interest rate curves. The Company further performs due diligence in understanding the procedures and techniques performed by the pricing services to derive fair value estimates.

At September 30, 2023, amounts reported in RMBS reflect U.S. government agency and U.S. GSE obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac with an aggregate par value of $505 million, a weighted-average coupon of 4.08% and a weighted-average remaining maturity of four years.

Marketable Equity Securities

The Company holds non-controlling equity positions in payment service entities that have actively traded stock and therefore have readily determinable fair values. The Company classifies these equity securities as Level 1, the fair value estimates of which are determined based on quoted share prices for the same securities.

Derivative Financial Instruments

The Company's derivative financial instruments consist of interest rate swaps and foreign exchange forward contracts. These instruments are classified as Level 2 as their fair values are estimated using proprietary pricing models, containing certain assumptions based on readily observable market-based inputs, including interest rate curves, option volatility and foreign currency forward and spot rates. In determining fair values, the pricing models use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity and the observable market-based inputs. The fair values of the interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments are based on an expectation of future interest rates derived from the observable market interest rate curves. The Company considers collateral and master netting agreements that mitigate credit exposure to counterparties in determining the counterparty credit risk valuation adjustment. The fair values of the currency instruments are valued by comparing the contracted forward exchange rate pertaining to the specific contract maturities to the current market exchange rate.

The Company validates the fair value estimates of interest rate swaps primarily through comparison to the fair value estimates computed by the counterparties to each of the derivative transactions. The Company evaluates pricing variances among different pricing sources to ensure that the valuations utilized are reasonable. The Company also corroborates the reasonableness of the fair value estimates with analysis of trends of significant inputs, such as market interest rate curves. The Company performs due diligence in understanding the impact of any changes to the valuation techniques performed by proprietary pricing models before implementation, working closely with the third-party valuation service and reviewing the service's control objectives at least annually. The Company corroborates the fair value of foreign exchange forward contracts through independent calculation of the fair value estimates.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company also has assets that, under certain conditions, are subject to measurement at fair value on a non-recurring basis. These assets include those associated with acquired businesses, including goodwill. For these assets, measurement at fair value in periods subsequent to the initial recognition of the assets may be applicable whenever one is tested for impairment. No impairments were recognized related to these assets during the three and nine months ended September 30, 2023 and 2022.

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Financial Instruments Measured at Other Than Fair Value

The following tables disclose the estimated fair value of the Company's financial assets and financial liabilities that are not required to be carried at fair value (dollars in millions):


Balance at September 30, 2023	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Carrying Value
Assets
Amortized cost
Residential mortgage-backed securities - Agency	$	—	$	226	$	—	$	226	$	257
Held-to-maturity investment securities	$	—	$	226	$	—	$	226	$	257

Net loan receivables	$	—	$	—	$	121,102	$	121,102	$	114,011

Carrying value approximates fair value(1)
Cash and cash equivalents	$	9,194	$	—	$	—	$	9,194	$	9,194
Restricted cash	$	39	$	—	$	—	$	39	$	39

Accrued interest receivables(2)	$	—	$	1,396	$	—	$	1,396	$	1,396

Liabilities
Amortized cost
Time deposits(3)	$	—	$	40,490	$	—	$	40,490	$	40,748


Long-term borrowings - owed to securitization investors	$	—	$	10,607	$	69	$	10,676	$	10,889
Other long-term borrowings	—		8,010		—		8,010		8,578
Long-term borrowings	$	—	$	18,617	$	69	$	18,686	$	19,467

Carrying value approximates fair value(1)
Accrued interest payables(2)	$	—	$	357	$	—	$	357	$	357


Balance at December 31, 2022
Assets
Amortized cost
Residential mortgage-backed securities - Agency	$	—	$	199	$	—	$	199	$	221
Held-to-maturity investment securities	$	—	$	199	$	—	$	199	$	221

Net loan receivables	$	—	$	—	$	110,796	$	110,796	$	104,746

Carrying value approximates fair value(1)
Cash and cash equivalents	$	8,856	$	—	$	—	$	8,856	$	8,856
Restricted cash	$	41	$	—	$	—	$	41	$	41

Accrued interest receivables(2)	$	—	$	1,211	$	—	$	1,211	$	1,211

Liabilities
Amortized cost
Time deposits(3)	$	—	$	32,710	$	—	$	32,710	$	33,070


Long-term borrowings - owed to securitization investors	$	—	$	9,862	$	84	$	9,946	$	10,259
Other long-term borrowings	—		9,468		—		9,468		9,849
Long-term borrowings	$	—	$	19,330	$	84	$	19,414	$	20,108

Carrying value approximates fair value(1)
Accrued interest payables(2)	$	—	$	308	$	—	$	308	$	308

(1)The carrying values of these assets and liabilities approximate fair value due to their short-term nature.

(2)Accrued interest receivable and payable carrying values are presented as part of other assets and accrued expenses and other liabilities, respectively, in the Company's condensed consolidated statements of financial condition.

(3)Excludes deposits without contractually defined maturities for all periods presented.

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15. Derivatives and Hedging Activities

The Company uses derivatives to manage its exposure to various financial risks. The Company does not enter into derivatives for trading or speculative purposes. Certain derivatives used to manage the Company's exposure to foreign currency are not designated as hedges and do not qualify for hedge accounting.

Derivatives may give rise to counterparty credit risk, which generally is mitigated through collateral arrangements as described under the sub-heading "— Collateral Requirements and Credit-Risk Related Contingency Features." The Company enters into derivative transactions with established dealers that meet minimum credit criteria established by the Company. All counterparties must be pre-approved before engaging in any transaction with the Company. The Company regularly monitors counterparties to ensure compliance with the Company's risk policies and limits. In determining the counterparty credit risk valuation adjustment for the fair values of derivatives, if any, the Company considers collateral and legally enforceable master netting agreements that mitigate credit exposure to related counterparties.

All derivatives are recorded in other assets at their gross positive fair values and in accrued expenses and other liabilities at their gross negative fair values. See Note 14: Fair Value Measurements for a description of the valuation methodologies used for derivatives. Cash collateral amounts associated with derivative positions that are cleared through an exchange are legally characterized as settlement of the derivative positions. Such collateral amounts are reflected as offsets to the associated derivatives balances recorded in other assets or in accrued expenses and other liabilities. Other cash collateral posted and held balances are recorded in other assets and deposits, respectively, in the condensed consolidated statements of financial condition. Collateral amounts recorded in the condensed consolidated statements of financial condition are based on the net collateral posted or held position for each applicable legal entity's master netting arrangement with each counterparty.

Derivatives Designated as Hedges

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows arising from changes in interest rates, or other types of forecasted transactions, are considered cash flow hedges. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Cash Flow Hedges

The Company uses interest rate swaps to manage its exposure to variability in cash flows related to changes in interest rates on interest-earning assets and funding instruments. These interest rate swaps qualify for hedge accounting in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). At September 30, 2023 and December 31, 2022, the Company's outstanding cash flow hedges primarily relate to interest receipts from credit card receivables and had an initial maximum period of four years and three years, respectively.

The change in the fair value of derivatives designated as cash flow hedges is recorded in OCI and is subsequently reclassified into earnings in the period that the hedged forecasted cash flows affect earnings. Amounts reported in AOCI related to derivatives at September 30, 2023, will be reclassified to interest income and interest expense as interest receipts and payments are accrued on the Company's then outstanding credit card receivables and certain floating-rate debt, respectively. During the next 12 months, the Company estimates it will reclassify $113 million into pretax earnings related to its cash flow hedges.

Fair Value Hedges

The Company is exposed to changes in the fair value of its fixed-rate debt obligations due to changes in interest rates. The Company uses interest rate swaps to manage its exposure to changes in the fair value of certain fixed-rate long-term borrowings, including securitized debt and bank notes, attributable to changes in the respective benchmark rates. These interest rate swaps qualify as fair value hedges in accordance with ASC 815. Changes in the fair values of both (i) the derivatives and (ii) the hedged long-term borrowings attributable to the interest-rate risk being hedged are recorded in interest expense. The changes generally provide substantial offset to one another, with any difference recognized in interest expense.

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Derivatives Not Designated as Hedges

Foreign Exchange Forward Contracts

The Company has foreign exchange forward contracts that are economic hedges and are not designated as accounting hedges. The Company enters into foreign exchange forward contracts to manage foreign currency risk. Changes in the fair value of these contracts are recorded in other income on the condensed consolidated statements of income.

Derivatives Cleared Through an Exchange

Cash variation margin payments on derivatives cleared through an exchange are legally considered settlement payments and are accounted for with corresponding derivative positions as one unit of account and not presented separately as collateral. With settlement payments on derivative positions cleared through this exchange reflected as offsets to the associated derivative asset and liability balances, the fair values of derivative instruments and collateral balances shown are generally reduced.

Derivatives Activity

The following table summarizes the fair value (including accrued interest) and outstanding notional amounts of derivative instruments and related collateral balances (dollars in millions):


	September 30, 2023							December 31, 2022
	Notional Amount		Number of Outstanding Derivative Contracts	Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as hedges
Interest rate swaps—cash flow hedge	$	8,900	15	$	9	$	1	$	5,000	$	1	$	3
Interest rate swaps—fair value hedge	$	6,750	8	5		—		$	4,425	—		2
Derivatives not designated as hedges
Foreign exchange forward contracts(1)	$	25	7	—		—		$	25	—		—

Total gross derivative assets/liabilities(2)				14		1				1		5
Less: collateral held/posted(3)				—		(1)				—		(5)
Total net derivative assets/liabilities				$	14	$	—			$	1	$	—

(1)The foreign exchange forward contracts have notional amounts of EUR 6 million, GBP 6 million, SGD 1 million, INR 788 million and AUD 2 million as of September 30, 2023 and December 31, 2022.

(2)In addition to the derivatives disclosed in the table, the Company enters into forward contracts to purchase when-issued mortgage-backed securities as part of its community reinvestment initiatives. At September 30, 2023, the Company had no outstanding contracts. At December 31, 2022, the Company had one outstanding contract with a total notional amount of $48 million and an immaterial fair value.

(3)Collateral amounts, which consist of cash and investment securities, are limited to the related derivative asset/liability balance and do not include excess collateral received/pledged.

The following amounts were recorded on the statements of financial condition related to cumulative basis adjustments for fair value hedges (dollars in millions):


	September 30, 2023				December 31, 2022
	Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedging Adjustment (Decreasing) the Carrying Amount of Hedged Liabilities(1)		Carrying Amount of Hedged Liabilities		Cumulative Amount of Fair Value Hedging Adjustment (Decreasing) the Carrying Amount of Hedged Liabilities(1)
Long-term borrowings	$	6,595	$	(127)	$	4,386	$	(3)

(1)The balance includes $14 million and $28 million of cumulative hedging adjustments related to discontinued hedging relationships as of September 30, 2023 and December 31, 2022, respectively.

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The following table summarizes the impact of the derivative instruments on income and indicates where within the condensed consolidated financial statements such impact is reported (dollars in millions):


	Location and Amount of (Losses) Gains Recognized on the Condensed Consolidated Statements of Income
	Interest Expense
	Long-Term Borrowings		Interest Income (Credit Card)		Other Income
For the Three Months Ended September 30, 2023
Total amounts of income and expense line items presented in the condensed consolidated statements of income, where the effects of fair value or cash flow hedges are recorded	$	(225)	$	3,726	$	21

The effects of cash flow and fair value hedging
Gains (losses) on fair value hedging relationships
Amounts reclassified from OCI into earnings	$	2	$	(31)	$	—

Gains (losses) on fair value hedging relationships
Gains on hedged items	$	24	$	—	$	—
Losses on interest rate swaps	(53)		—		—
Total losses on fair value hedging relationships	$	(29)	$	—	$	—




For the Three Months Ended September 30, 2022
Total amounts of income and expense line items presented in the condensed consolidated statements of income, where the effects of fair value or cash flow hedges are recorded	$	(168)	$	2,783	$	19

The effects of cash flow and fair value hedging
Losses on cash flow hedging relationships
Amounts reclassified from OCI into earnings	$	(1)	$	(1)	$	—

Gains (losses) on fair value hedging relationships
Gains on hedged items	$	3	$	—	$	—
Losses on interest rate swaps	(11)		—		—
Total losses on fair value hedging relationships	$	(8)	$	—	$	—

The effects of derivatives not designated in hedging relationships
Gains on derivatives not designated as hedges	$	—	$	—	$	1

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	Location and Amount of (Losses) Gains Recognized on the Condensed Consolidated Statements of Income
	Interest Expense		Interest Income (Credit Card)
	Long-Term Borrowings				Other Income
For the Nine Months Ended September 30, 2023
Total amounts of income and expense line items presented in the condensed consolidated statements of income, where the effects of fair value or cash flow hedges are recorded	$	(622)	$	10,513	$	71

The effects of cash flow and fair value hedging
Gains (losses) on cash flow hedging relationships
Amounts reclassified from OCI into earnings	$	6	$	(56)	$	—

Gains (losses) on fair value hedging relationships
Gains on hedged items	$	111	$	—	$	—
Losses on interest rate swaps	(181)		—		—
Total losses on fair value hedging relationships	$	(70)	$	—	$	—




For the Nine Months Ended September 30, 2022
Total amounts of income and expense line items presented in the condensed consolidated statements of income, where the effects of fair value or cash flow hedges are recorded	$	(416)	$	7,475	$	64

The effects of cash flow and fair value hedging
Losses on cash flow hedging relationships
Amounts reclassified from OCI into earnings	$	(3)	$	(1)	$	—

Gains (losses) on fair value hedging relationships
Gains on hedged items	$	72	$	—	$	—
Losses on interest rate swaps	(61)		—		—
Total gains on fair value hedging relationships	$	11	$	—	$	—

The effects of derivatives not designated in hedging relationships
Gains on derivatives not designated as hedges	$	—	$	—	$	2

For the impact of the derivative instruments on OCI, see Note 8: Accumulated Other Comprehensive Income.

Collateral Requirements and Credit-Risk Related Contingency Features

The Company has master netting arrangements and minimum collateral posting thresholds with its counterparties for its fair value and cash flow hedge interest rate swaps and foreign exchange forward contracts. The Company has not sought a legal opinion in relation to the enforceability of its master netting arrangements and, as such, does not report any of these positions on a net basis. Collateral is required by either the Company or its subsidiaries or the counterparty depending on the net fair value position of the derivatives held with that counterparty. These collateral receivable or payable amounts are generally not offset against the fair value of these derivatives but are recorded separately in other assets or deposits. Most of the Company's cash collateral amounts relate to positions cleared through an exchange and are reflected as offsets to the associated derivatives balances recorded in other assets and accrued expenses and other liabilities.

The Company also has agreements with certain of its derivative counterparties that contain a provision under which the Company could be declared in default on any of its derivative obligations if the Company defaults on any of its indebtedness, including default where the lender has not accelerated repayment of the indebtedness.

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16. Segment Disclosures

The Company manages its business activities in two segments: Digital Banking and Payment Services.

•Digital Banking: The Digital Banking segment includes Discover-branded credit cards issued to individuals on the Discover Network and other consumer products and services, including private student loans, personal loans, home loans and other consumer lending and deposit products. The majority of Digital Banking revenues relate to interest income earned on the segment's loan products. Additionally, the Company's credit card products generate substantially all revenues related to discount and interchange, protection products and loan fee income.

•Payment Services: The Payment Services segment includes PULSE, an automated teller machine, debit and electronic funds transfer network; Diners Club, a global payments network; and the Company's Network Partners business, which provides payment transaction processing and settlement services on the Discover Network. The majority of Payment Services revenues relate to transaction processing revenue from PULSE and royalty and licensee revenue from Diners Club.

The business segment reporting provided to and used by the Company's chief operating decision-maker is prepared using the following principles and allocation conventions:

•The Company aggregates operating segments when determining reportable segments.

•Corporate overhead is not allocated between segments; all corporate overhead is included in the Digital Banking segment.

•Through its operation of the Discover Network, the Digital Banking segment incurs fixed marketing, servicing and infrastructure costs that are not specifically allocated among the segments, except for an allocation of direct and incremental costs driven by the Company's Payment Services segment.

•The Company's assets are not allocated among the operating segments in the information reviewed by the Company's chief operating decision-maker.

•The revenues of each segment are derived from external sources. The segments do not earn revenue from intercompany sources.

•Income taxes are not specifically allocated between the operating segments in the information reviewed by the Company's chief operating decision maker.

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The following table presents segment data (dollars in millions):


	Digital Banking		Payment Services		Total
For the Three Months Ended September 30, 2023
Interest income
Credit card loans	$	3,726	$	—	$	3,726
Private student loans	261		—		261
Personal loans	305		—		305
Other loans	87		—		87
Other interest income	231		—		231
Total interest income	4,610		—		4,610
Interest expense	1,288		—		1,288
Net interest income	3,322		—		3,322
Provision for credit losses	1,702		—		1,702
Other income	592		130		722
Other expense	1,409		45		1,454
Income before income taxes	$	803	$	85	$	888

For the Three Months Ended September 30, 2022
Interest income
Credit card loans	$	2,783	$	—	$	2,783
Private student loans	211		—		211
Personal loans	221		—		221
Other loans	44		—		44
Other interest income	98		—		98
Total interest income	3,357		—		3,357
Interest expense	514		—		514
Net interest income	2,843		—		2,843
Provision for credit losses	773		—		773
Other income	530		95		625
Other expense	1,326		42		1,368
Income before income taxes	$	1,274	$	53	$	1,327

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	Digital Banking		Payment Services		Total
For the Nine Months Ended September 30, 2023
Interest income
Credit card loans	$	10,513	$	—	$	10,513
Private student loans	768		—		768
Personal loans	831		—		831
Other loans	224		—		224
Other interest income	641		—		641
Total interest income	12,977		—		12,977
Interest expense	3,346		—		3,346
Net interest income	9,631		—		9,631
Provision for credit losses	4,109		—		4,109
Other income	1,700		333		2,033
Other expense	4,110		131		4,241
Income before income taxes	$	3,112	$	202	$	3,314

For the Nine Months Ended September 30, 2022
Interest income
Credit card loans	$	7,475	$	—	$	7,475
Private student loans	597		—		597
Personal loans	633		—		633
Other loans	113		—		113
Other interest income	190		—		190
Total interest income	9,008		—		9,008
Interest expense	1,076		—		1,076
Net interest income	7,932		—		7,932
Provision for credit losses	1,476		—		1,476
Other income	1,551		89		1,640
Other expense	3,604		117		3,721
Income (loss) before income taxes	$	4,403	$	(28)	$	4,375

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17. Revenue from Contracts with Customers

ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), generally applies to the sales of any good or service for which no other specific accounting guidance is provided. ASC 606 defines a principles-based model under which revenue from a contract is allocated to the distinct performance obligations within the contract and recognized in income as each performance obligation is satisfied. The Company's revenue that is subject to this model includes discount and interchange, protection products fees, transaction processing revenue and certain amounts classified as other income.

The following table presents revenue from contracts with customers disaggregated by business segment and reconciles revenue from contracts with customers to total other income (dollars in millions):


	Digital Banking		Payment Services		Total
For the Three Months Ended September 30, 2023
Other income subject to ASC 606
Discount and interchange revenue, net(1)	$	354	$	23	$	377
Protection products revenue	42		—		42
Transaction processing revenue	—		82		82
Other income	2		19		21
Total other income subject to ASC 606(2)	398		124		522
Other income not subject to ASC 606
Loan fee income	194		—		194
Gains on equity investments	—		6		6
Total other income not subject to ASC 606	194		6		200
Total other income by operating segment	$	592	$	130	$	722

For the Three Months Ended September 30, 2022
Other income subject to ASC 606
Discount and interchange revenue, net(1)	$	316	$	19	$	335
Protection products revenue	42		—		42
Transaction processing revenue	—		65		65
Other income	3		16		19
Total other income subject to ASC 606(2)	361		100		461
Other income not subject to ASC 606
Loan fee income	168		—		168
Gains (losses) on equity investments	1		(5)		(4)
Total other income (loss) not subject to ASC 606	169		(5)		164
Total other income by operating segment	$	530	$	95	$	625

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	Digital Banking		Payment Services		Total
For the Nine Months Ended September 30, 2023
Other income subject to ASC 606
Discount and interchange revenue, net(1)	$	1,013	$	64	$	1,077
Protection products revenue	129		—		129
Transaction processing revenue	—		221		221
Other income	12		59		71
Total other income subject to ASC 606(2)	1,154		344		1,498
Other income not subject to ASC 606
Loan fee income	546		—		546
Gains (losses) on equity investments	—		(11)		(11)
Total other income (loss) not subject to ASC 606	546		(11)		535
Total other income by operating segment	$	1,700	$	333	$	2,033

For the Nine Months Ended September 30, 2022
Other income subject to ASC 606
Discount and interchange revenue, net(1)	$	962	$	61	$	1,023
Protection products revenue	128		—		128
Transaction processing revenue	—		183		183
Other income	9		55		64
Total other income subject to ASC 606(2)	1,099		299		1,398
Other income not subject to ASC 606
Loan fee income	450		—		450
Gains (losses) on equity investments	2		(210)		(208)
Total other income (loss) not subject to ASC 606	452		(210)		242
Total other income (loss) by operating segment	$	1,551	$	89	$	1,640

(1)Net of rewards, including Cashback Bonus rewards, of $787 million and $811 million for the three months ended September 30, 2023 and 2022, respectively, and $2.3 billion and $2.2 billion for the nine months ended September 30, 2023 and 2022. respectively.

(2)Excludes $3 million and $13 million of deposit product fees that are reported within net interest income for the three and nine months ended September 30, 2023, respectively. Deposit product fees were immaterial for the three and nine months ended September 30, 2022.

For a detailed description of the Company's significant revenue recognition accounting policies, see Note 2: Summary of Significant Accounting Policies to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2022.

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18. Immaterial Restatement of Prior Period Financial Statements

As reported in the second quarter of 2023, beginning in 2007, the Company incorrectly classified certain credit card accounts into its highest merchant and merchant acquirer pricing tier. The card product classification impacts the pricing and charging of discount and interchange revenue, which is recorded within discount and interchange revenue, net, on the consolidated statements of income. The Company determined the revenue impact of the incorrect card product classification was immaterial to the consolidated financial statements for all impacted prior periods. For comparative purposes, the Company has made these immaterial corrections to the recognition of discount and interchange revenue, as well as the related impacts to assets, liabilities and retained earnings in the prior periods presented in this Form 10-Q. Assets were impacted by adjustments to deferred tax assets, and liabilities were impacted by an adjustment to the liability for estimated refunds to merchants and merchant acquirers.

The prior period impacts to the Company's consolidated statement of financial condition were as shown below (dollars in millions):


	December 31, 2022
		As Previously Reported		Restatement Impacts		As Restated
Assets
Other assets		$	4,519	$	78	$	4,597
Total assets		$	131,628	$	78	$	131,706

Liabilities and Stockholders' Equity
Liabilities
Accrued expenses and other liabilities		$	5,294	$	324	$	5,618
Total liabilities		$	117,038	$	324	$	117,362

Stockholders' Equity
Retained earnings		$	28,453	$	(246)	$	28,207
Total stockholders' equity		$	14,590	$	(246)	$	14,344
Total liabilities and stockholders' equity		$	131,628	$	78	$	131,706

The prior period impacts to the Company's consolidated statements of income and the related impacts to the consolidated statements of comprehensive income were as shown below (dollars in millions):


	For the Three Months Ended September 30, 2022						For the Nine Months Ended September 30, 2022
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Other income
Discount and interchange revenue, net	$	346	$	(11)	$	335	$	1,056	$	(33)	$	1,023
Total other income	$	636	$	(11)	$	625	$	1,673	$	(33)	$	1,640

Other expense
Other expense	$	174	$	(20)	$	154	$	406	$	(20)	$	386
Total other expense	$	1,388	$	(20)	$	1,368	$	3,741	$	(20)	$	3,721

Income before income taxes	$	1,318	$	9	$	1,327	$	4,388	$	(13)	$	4,375
Income tax expense	$	312	$	2	$	314	$	1,029	$	(3)	$	1,026
Net income	$	1,006	$	7	$	1,013	$	3,359	$	(10)	$	3,349
Net income allocated to common stockholders	$	967	$	8	$	975	$	3,277	$	(10)	$	3,267
Basic earnings per common share	$	3.54	$	0.03	$	3.57	$	11.74	$	(0.04)	$	11.70
Diluted earnings per common share	$	3.54	$	0.02	$	3.56	$	11.73	$	(0.04)	$	11.69

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The prior period impacts to the Company's consolidated statements of changes in stockholders' equity were as shown below (dollars in millions):


	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Three Months Ended September 30, 2022
Balance at June 30, 2022	$	26,776	$	13,764
Net income	$	1,006	$	1,006
Balance at September 30, 2022	$	27,585	$	14,286

Restatement Impacts
For the Three Months Ended September 30, 2022
Balance at June 30, 2022	$	(245)	$	(245)
Net income	$	7	$	7
Balance at September 30, 2022	$	(238)	$	(238)

As Restated
For the Three Months Ended September 30, 2022
Balance at June 30, 2022	$	26,531	$	13,519
Net income	$	1,013	$	1,013
Balance at September 30, 2022	$	27,347	$	14,048

	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	$	24,766	$	13,408
Net income	$	3,359	$	3,359
Balance at September 30, 2022	$	27,585	$	14,286

Restatement Impacts
For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	$	(228)	$	(228)
Net income	$	(10)	$	(10)
Balance at September 30, 2022	$	(238)	$	(238)

As Restated
For the Nine Months Ended September 30, 2022
Balance at December 31, 2021	$	24,538	$	13,180
Net income	$	3,349	$	3,349
Balance at September 30, 2022	$	27,347	$	14,048

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The prior period impacts to the Company's consolidated statements of cash flows were as follows (dollars in millions):


	For the Nine Months Ended September 30, 2022
		As Previously Reported		Restatement Impacts		As Restated
Cash flows provided by operating activities
Net income		$	3,359	$	(10)	$	3,349
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		$	(314)	$	(3)	$	(317)
Changes in assets and liabilities:

Increase in accrued expenses and liabilities		$	312	$	13	$	325
Net cash provided by operating activities		$	4,965	$	—	$	4,965

19. Subsequent Events

The Company has evaluated events and transactions that have occurred subsequent to September 30, 2023, and determined that there were no subsequent events that would require recognition or disclosure in the condensed consolidated financial statements.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report. This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which speak to our expected business and financial performance, among other matters, contain words such as "believe," "expect," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "forecast," and similar expressions. Such statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. These forward-looking statements speak only as of the date of this quarterly report and there is no undertaking to update or revise them as more information becomes available.

The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: changes in economic variables, such as the availability of consumer credit, the housing market, energy costs, the number and size of personal bankruptcy filings, the rate of unemployment, the levels of consumer confidence and consumer debt and investor sentiment; the impact of current, pending and future legislation, regulation, supervisory guidance and regulatory and legal actions, including, but not limited to, those related to accounting guidance, tax reform, financial regulatory reform, consumer financial services practices, anti-corruption and funding, capital and liquidity; the actions and initiatives of current and potential competitors; our ability to manage our expenses; our ability to successfully achieve card acceptance across our networks and maintain relationships with network participants and merchants; our ability to sustain and grow our private student loan, personal loan and home loan products; difficulty obtaining regulatory approval for, financing, closing, transitioning, integrating or managing the expenses of acquisitions of or investments in new businesses, products or technologies; our ability to manage our credit risk, market risk, liquidity risk, operational risk, legal and compliance risk and strategic risk; the availability and cost of funding and capital; access to deposit, securitization, equity, debt and credit markets; the impact of rating agency actions; the level and volatility of equity prices, commodity prices and interest rates, currency values, investments, other market fluctuations and other market indices; losses in our investment portfolio; limits on our ability to pay dividends and repurchase our common stock; limits on our ability to receive payments from our subsidiaries; fraudulent activities or material security breaches of our or others' key systems; our ability to remain organizationally effective; our ability to increase or sustain Discover card usage or attract new customers; our ability to maintain relationships with merchants; the effect of political, economic and market conditions, geopolitical events, climate change, pandemics and unforeseen or catastrophic events; our ability to introduce new products and services; our ability to manage our relationships with third-party vendors, as well as those with which we have no direct relationship such as our employees' internet service providers; our ability to maintain current technology and integrate new and acquired systems and technology; our ability to collect amounts for disputed transactions from merchants and merchant acquirers; our ability to attract and retain employees; our ability to protect our reputation and our intellectual property; our ability to comply with regulatory requirements; and new lawsuits, investigations or similar matters or unanticipated developments related to current matters. We routinely evaluate and may pursue acquisitions of or investments in businesses, products, technologies, loan portfolios or deposits, which may involve payment in cash or our debt or equity securities.

Additional factors that could cause our results to differ materially from those described below can be found in this section of this quarterly report and in "Risk Factors," "Business," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year ended December 31, 2022, which is filed with the Securities and Exchange Commission ("SEC") and available at the SEC's internet site (https://www.sec.gov).

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Introduction and Overview

Discover Financial Services ("DFS") is a digital banking and payment services company. We provide digital banking products and services and payment services through our subsidiaries. We offer our customers credit card loans, private student loans, personal loans, home loans and deposit products. We also operate the Discover Network, the PULSE network ("PULSE") and Diners Club International ("Diners Club"), collectively known as the Discover Global Network. The Discover Network processes transactions for Discover-branded credit and debit cards and provides payment transaction processing and settlement services. PULSE operates an electronic funds transfer network, providing financial institutions issuing debit cards on the PULSE network with access to ATMs domestically and internationally and merchant acceptance throughout the United States of America ("U.S.") for debit card transactions. Diners Club is a global payments network of licensees, which are generally financial institutions, that issue Diners Club branded credit and charge cards and/or provide card acceptance services.

Our primary revenues consist of interest income earned on loan receivables and fees earned from customers, financial institutions, merchants and issuers. The primary expenses required to operate our business include funding costs (interest expense), credit loss provisions, customer rewards and expenses incurred to grow, manage and service our loan receivables and networks. Our business activities are funded primarily through consumer deposits, securitization of loan receivables and the issuance of unsecured debt.

Quarter Highlights

The highlights below compare results as of and for the three months ended September 30, 2023, against results for the same period in the prior year.

•Net income was $683 million, or $2.59 per diluted share, compared to net income of $1.0 billion, or $3.56 per diluted share, in the prior year.

•Total loans grew $17.8 billion, or 17%, to $122.7 billion.

•Credit card loans grew $13.8 billion, or 16%, to $97.4 billion.

•The net charge-off rate for credit card loans increased 211 basis points to 4.03% and the delinquency rate for credit card loans over 30 days past due increased 130 basis points to 3.41%.

•Direct-to-consumer deposits grew $15.0 billion, or 23%, to $81.2 billion.

•Payment Services transaction volume for the segment was $91.8 billion, up 9%.

Outlook

The outlook below provides our current expectations for our financial results based on market conditions, the regulatory and legal environment and our business strategies.

•We expect continued loan growth driven by moderation in the payment rate, recent account growth and our current expectation of sales trends.

•Based on the current interest rate environment, net interest margin is expected to be relatively flat in comparison to 2022.

•We expect the total net charge-off rate to increase, in comparison to the prior year, driven by the seasoning of recent vintages with higher delinquencies.

•Total expenses are expected to increase, driven by investments in acquisition and brand, compliance and risk management capabilities, technology and analytics. We remain committed to managing expenses while continuing to make investments in profitable long-term growth.

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Regulatory Environment and Developments

Banking

Capital Standards and Stress Testing

As a bank holding company, DFS is subject to mandatory supervisory stress tests every other year and is required to submit annual capital plans to the Federal Reserve based on forward-looking internal analysis of income and capital levels under baseline and stressful conditions. DFS is also subject to capital buffer requirements, including the Stress Capital Buffer ("SCB"), which requires maintaining regulatory capital levels above a threshold based on the results of supervisory stress tests after accounting for planned dividend payments.

In January 2021, the Federal Reserve finalized regulatory amendments that made targeted changes to the capital planning, regulatory reporting and SCB requirements for firms subject to Category IV standards, including DFS, to be consistent with the Federal Reserve’s regulatory tailoring framework. The final rules generally align to instructions the Federal Reserve previously provided to Category IV firms regarding their respective capital plan submissions. The amended rules also provide Category IV firms with the option to submit to supervisory stress tests during off years if they wish for the Federal Reserve to reset the stress test portion of their SCB requirement. The Federal Reserve also revised the scope of application of its existing regulatory guidance for capital planning to align with the tailoring framework. However, the timing and substance of any additional changes to existing guidance or new guidance are uncertain. Moreover, following the failure of two domestic banks during March 2023, members of Congress, the President of the United States and various bank regulatory authorities have made public statements indicating a desire for additional prudential regulation for Category IV firms like DFS.

In July 2023, the Federal Reserve, the Office of the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC") issued a proposal to amend the risk-based capital framework, which includes replacing the current "advanced approach" with a new expanded risk-based approach. In addition, the proposal introduces new standardized approaches for credit risk, operational risk and credit valuation adjustment risk, and would significantly revise risk-based capital requirements for all banking institutions with assets of $100 billion or more, including DFS. If adopted, the new requirements would be effective July 1, 2025 with a three-year transition period.

In August 2023, the Federal Reserve, the FDIC and the OCC (the “Agencies”) issued a proposal that would require banking institutions in Categories II through IV of the tailoring framework, including DFS, and their insured depository institution subsidiaries with $100 billion or more in assets such as Discover Bank, to have minimum levels of outstanding long-term debt. Under the proposed rule, a covered banking institution would be required to have a minimum outstanding amount of eligible long-term debt that is at least 6% of the institution’s total risk-weighted assets, 2.5% of its total leverage exposure (if it is required to maintain a minimum supplementary leverage ratio) and 3.5% of its average total consolidated assets, whichever is greater. If adopted, banking institutions would have three years to comply with the new requirements, though the Agencies would retain the authority to accelerate or extend the transition period.

While we cannot currently predict the timing or substance of the finalization of these proposals or other regulatory changes, if any such change were adopted, it could present changes to some or all of the regulatory tailoring currently applicable to DFS, otherwise tighten the prudential regulatory requirements that would apply to DFS and increase our expenses.

In June 2022, the Federal Reserve released results of the 2022 Comprehensive Capital Analysis and Review ("CCAR") exercise. Our capital levels demonstrated resiliency under stress, staying well above regulatory minimums. Based on these results, in August 2022, our new SCB was set at 2.5%, the lowest possible requirement. This new SCB was effective October 1, 2022, through September 30, 2023. In accordance with the capital plan rule amendments, we elected not to participate in the 2023 supervisory stress tests. Nevertheless, on April 5, 2023, we submitted to the Federal Reserve a capital plan based on a forward-looking internal assessment of income and capital under baseline and stressful conditions. On July 27, 2023, the Federal Reserve disclosed that our SCB was unchanged at 2.5%, effective beginning October 1, 2023 through September 30, 2024.

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London Interbank Offered Rate Transition

In March 2021, the United Kingdom's Financial Conduct Authority ("FCA") announced that it would no longer encourage or compel banks to continue to contribute quotes and maintain the London Interbank Offered Rate ("LIBOR") after December 31, 2021, and the most commonly used U.S. dollar ("USD") LIBOR settings ceased to be published on a representative basis in July 2023.

On December 16, 2022, the Federal Reserve adopted a final rule, which became effective on February 27, 2023, implementing the Adjustable Interest Rate (LIBOR) Act ("LIBOR Act"), which provides a statutory framework to replace LIBOR with a benchmark rate based on the Secured Overnight Financing Rate ("SOFR") for contracts governed by U.S. law that do not have fallback provisions or that have fallback provisions resulting in a replacement rate based on LIBOR.

In connection with the transition, $1.8 billion of our LIBOR-based capital markets securities transitioned to the corresponding tenor for Chicago Mercantile Exchange ("CME") Term SOFR Reference Rate plus the applicable tenor spread adjustment in a manner consistent with the LIBOR Act and the regulation implementing the LIBOR Act. Additionally, approximately $500 million of Discover Bank's subordinated notes not covered under the LIBOR Act reset in August 2023 consistent with their fallback provisions.

As of September 30, 2023, LIBOR-indexed variable-rate loans comprised approximately 33% of our private student loan portfolio and approximately 3% of our aggregate loan portfolio. These outstanding private student loans converted to a SOFR index in October 2023. As of November 2021, we no longer originate new variable-rate student loans indexed to LIBOR. Instead, new originations of such loans are indexed solely to 3-month term SOFR, as published by the CME.

For additional information regarding the replacement of LIBOR and other benchmark rates, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Environment and Developments — Banking — London Interbank Offered Rate" in our annual report on Form 10-K for the year ended December 31, 2022.

Consumer Financial Services

The CFPB regulates consumer financial products and services and examines certain providers of consumer financial products and services, including Discover. The CFPB's authority includes rulemaking, supervisory and enforcement powers with respect to federal consumer protection laws; preventing "unfair, deceptive or abusive acts or practices" ("UDAAP") and ensuring that consumers have access to fair and transparent financial products and services. Historically, the CFPB's policy priorities focused on several financial products of the type we offer (e.g., credit cards and other consumer lending products). In addition, the CFPB is required by statute to undertake certain actions including its biennial review of the consumer credit card market.

The CFPB’s priorities have continued to focus on, among other things, increased enforcement of existing consumer protection laws, with a particular focus on fees charged to consumers, UDAAP, fair lending, student lending and servicing, debt collection and credit reporting. Additionally, detection of repeat offenders, such as companies that violate a formal court or agency order, has also become a priority for the CFPB. Director Chopra, in March 2022, identified, as repeat offenders, several companies that have had multiple enforcement actions, including Discover. The CFPB has recently taken action against financial institutions for violating prior enforcement actions. In December 2020, certain of our subsidiaries entered into a consent order with the CFPB regarding identified private student loan servicing practices. See Note 13: Litigation and Regulatory Matters to our condensed consolidated financial statements for more information.

On February 1, 2023, the CFPB proposed a rule to alter Regulation Z’s late fee standards that includes caps on fees for late payments, which could result in increased cardholder delinquencies and credit losses.

Enhanced regulatory requirements, potential supervisory findings, or enforcement actions and ratings could negatively impact our ability to implement certain consumer-focused enhancements to product features and functionality and business strategies, limit or change our business practices, limit our consumer product offerings, cause us to invest more management time and resources in compliance efforts or limit our ability to obtain related required regulatory approvals. The additional expense, time and resources needed to comply with ongoing or new regulatory requirements may adversely impact the cost of and access to credit for consumers and results of business operations.

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Data Security and Privacy

Policymakers at the federal and state levels remain focused on enhancing data security and data breach incident response requirements. Furthermore, regulations and legislation at various levels of government continue to be proposed and enacted to augment consumer data privacy standards and require companies to assess and/or disclose cybersecurity metrics, risks, opportunities, policies and practice. At the federal level, Discover is subject to the Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations and guidance, which regulate Discover's use and disclosure of our consumers' nonpublic personal information ("NPI"). At the state level, the California Consumer Privacy Act ("CCPA"), which became effective in 2020, created a broad set of privacy rights and remedies. The California Privacy Rights Act ("CPRA"), which became effective on January 1, 2023, amends the CCPA, enhancing consumer privacy protections and creating a new California Privacy Protection Agency ("CPPA"). A California court recently issued an order delaying enforcement of the CPRA regulations from July 1, 2023, until March 29, 2024, although the CPPA may still decide to enforce the provisions of the CCPA, as amended. By the end of 2023, thirteen U.S. states will have passed comprehensive privacy laws, with five of those laws effective in California, Colorado, Connecticut, Utah and Virginia. These laws exempt either NPI or financial institutions subject to the GLBA from their scope, so the impact of these state privacy laws on several Discover businesses is limited. We continue to evaluate the impact of the CCPA, as well as other federal and state laws, on our businesses and other providers of consumer financial services, including laws regulating the capture and use of consumer biometrics. For more information on the impact to Discover of data security and privacy laws on regulation, see "Supervision and Regulation" and "Risk Factors" to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2022.

Environmental, Social and Governance Matters

Environmental, social and governance ("ESG") issues, including climate change, human capital and governance practices, are a significant area of focus by U.S. federal, state and international lawmakers and regulatory agencies, as well as shareholders and other stakeholders. In recent months, there have been substantial legislative and regulatory developments on such issues, including proposed, issued or implemented legislation and rulemakings that would require companies to assess and/or disclose climate and other ESG metrics, risks, opportunities, policies and practice. For example, in March 2022, the Securities and Exchange Commission proposed climate-related disclosure requirements. The potential impact to us of these legislative and regulatory developments is uncertain at this time, although we expect that the emerging legal and regulatory requirements on ESG issues will result in additional compliance and reporting costs to us.

We continue to monitor and assess the potential impact of these legislative and regulatory developments.

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Segments

We manage our business activities in two segments, Digital Banking and Payment Services, based on the products and services provided. For a detailed description of the operations of each segment, as well as the allocation conventions used in our business segment reporting, see Note 16: Segment Disclosures to our condensed consolidated financial statements.

The following table presents segment data (dollars in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Digital Banking
Interest income
Credit card loans	$	3,726	$	2,783	$	10,513	$	7,475
Private student loans	261		211		768		597
Personal loans	305		221		831		633
Other loans	87		44		224		113
Other interest income	231		98		641		190
Total interest income	4,610		3,357		12,977		9,008
Interest expense	1,288		514		3,346		1,076
Net interest income	3,322		2,843		9,631		7,932
Provision for credit losses	1,702		773		4,109		1,476
Other income	592		530		1,700		1,551
Other expense	1,409		1,326		4,110		3,604
Income before income taxes	803		1,274		3,112		4,403
Payment Services


Other income (loss)	130		95		333		89
Other expense	45		42		131		117
Income (loss) before income taxes	85		53		202		(28)
Total income before income taxes	$	888	$	1,327	$	3,314	$	4,375

The following table presents information on transaction volume (dollars in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Network Transaction Volume
PULSE Network	$	72,146	$	63,437	$	206,422	$	186,265
Network Partners	9,899		11,894		30,935		34,109
Diners Club(1)	9,723		8,793		28,831		24,350
Total Payment Services	91,768		84,124		266,188		244,724
Discover Network — Proprietary(2)	57,228		56,633		166,153		160,600
Total Network Transaction Volume	$	148,996	$	140,757	$	432,341	$	405,324
Transactions Processed on Networks
Discover Network	$	964	$	924	$	2,754	$	2,671
PULSE Network	2,011		1,611		5,397		4,534
Total Transaction Processed on Networks	$	2,975	$	2,535	$	8,151	$	7,205
Credit Card Volume
Discover Card Volume(3)	$	58,965	$	58,561	$	171,868	$	165,324
Discover Card Sales Volume(4)	$	54,952	$	54,793	$	160,769	$	154,982

(1)Diners Club volume is derived from data provided by licensees for Diners Club branded cards issued outside North America and is subject to subsequent revision or amendment.

(2)Represents gross Discover card sales volume on the Discover Network.

(3)Represents Discover card activity related to sales net of returns, balance transfers, cash advances and other activity.

(4)Represents Discover card activity related to sales net of returns.

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Digital Banking

Our Digital Banking segment reported pretax income of $803 million and $3.1 billion, respectively, for the three and nine months ended September 30, 2023, as compared to $1.3 billion and $4.4 billion, respectively, for the three and nine months ended September 30, 2022.

Net interest income increased for the three and nine months ended September 30, 2023, as compared to the same periods in 2022, primarily driven by a higher yield on loans and a higher average level of loan receivables, partially offset by higher funding costs. Interest income increased for the three and nine months ended September 30, 2023, as compared to the same periods in 2022, primarily due to higher market rates and a higher average level of loan receivables. Interest expense increased for the three and nine months ended September 30, 2023, as compared to the same periods in 2022, primarily due to higher funding costs driven by higher market rates and a larger funding base.

For the three and nine months ended September 30, 2023, the provision for credit losses increased as compared to the same periods in 2022, primarily driven by loan growth, increasing delinquencies, and macroeconomic variables impacting household cash flows. For a detailed discussion on provision for credit losses, see "— Loan Quality — Provision and Allowance for Credit Losses."

Total other income for the Digital Banking segment increased for the three months ended September 30, 2023, as compared to the same periods in 2022, primarily due to increases in net discount and interchange revenue and loan fee income. The increase in net discount and interchange revenue was primarily driven by lower rewards due to lower promotional rewards. Loan fee income increased primarily due to a higher volume of late payments. Total other income increased for the nine months ended September 30, 2023, as compared to the same period in 2022, primarily due to increases in loan fee income and net discount and interchange revenue. Loan fee income increased primarily due to a higher volume of late payments. The increase in net discount and interchange revenue was partially offset by an increase in rewards, both of which were driven by higher sales volume.

Total other expense increased for the three months ended September 30, 2023, as compared to the same period in 2022, primarily due to increases in professional fees, information processing and communications and employee compensation and benefits. Professional fees increased primarily due to increased consulting supporting consumer compliance initiatives. The increase in information processing and communications was driven primarily from investments in technology. The increase in employee compensation and benefits was driven primarily by higher headcount.

Total other expense increased for the nine months ended September 30, 2023, as compared to the same period in 2022, primarily due to increases in employee compensation and benefits, professional fees, marketing and business development and information processing and communications. The increase in employee compensation and benefits was driven primarily by higher headcount. Professional fees increased primarily due to increased consulting supporting consumer compliance initiatives. The marketing and business development increase was due primarily from growth investments in consumer banking products. The increase in information processing and communications was driven primarily from software write-downs and investments in technology.

Discover card sales volume was $55.0 billion and $160.8 billion, respectively, for the three and nine months ended September 30, 2023, which was an increase of 0.3% and 3.7%, respectively, as compared to the same periods in 2022. Volume was relatively flat for the three months ended September 30, 2023. For the nine months ended September 30, 2023, the volume growth was primarily driven by higher consumer spending.

Payment Services

Our Payment Services segment reported pretax income of $85 million and $202 million, respectively, for the three and nine months ended September 30, 2023, as compared to pretax income of $53 million and a pretax loss of $28 million, respectively, for the same periods in 2022. The increase in segment pretax income for the three months ended September 30, 2023, was driven primarily from an increase in transaction processing revenue in the current period and losses on equity investments in the prior period. Transaction processing revenue increased primarily from higher volume. The losses on equity investments in the prior period were the result of larger mark-to-market adjustments for equity investments measured at fair value.

The increase in segment pretax income for the nine months ended September 30, 2023, was primarily due to losses on equity investments in the prior period, which were the result of larger mark-to-market adjustments for equity investments measured at fair value.

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Critical Accounting Estimates

In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP"), management must make judgments and use estimates and assumptions about the effects of matters that are uncertain. For estimates that involve a high degree of judgment and subjectivity, it is possible that different estimates could reasonably be derived for the same period. For estimates that are particularly sensitive to changes in economic or market conditions, significant changes to the estimated amount from period to period are also possible. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts in our consolidated financial statements, the resulting changes could have a material effect on our consolidated results of operations and, in certain cases, could have a material effect on our consolidated financial condition. Management has identified the estimates related to our allowance for credit losses as a critical accounting estimate.

Allowance for Credit Losses

The allowance for credit losses was $8.7 billion at September 30, 2023, which reflects a $601 million build from the amount of the allowance for credit losses at June 30, 2023. The allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of our financial assets measured at amortized cost. Changes in the allowance for credit losses, and in the related provision for credit losses, can materially affect net income.

In estimating the expected credit losses, we use a combination of statistical models and qualitative analysis. There is a significant amount of judgment applied in selecting inputs and analyzing the results produced to estimate the allowance for credit losses. For more information on these judgments and our accounting policies and methodologies used to determine the allowance for credit losses, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Loan Quality," Note 4: Loan Receivables and Note 2: Summary of Significant Accounting Policies to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2022.

One of the key assumptions requiring significant judgment in estimating the current expected credit losses ("CECL") on a quarterly basis is the determination of the macroeconomic forecasts used in the loss forecast models. For the reasonable and supportable loss forecast period, we consider forecasts of multiple economic scenarios that generally include a base scenario with one or more optimistic (upside) or pessimistic (downside) scenarios. These scenarios comprise a variety of macroeconomic variables, including annualized gross domestic product growth and unemployment rate. The scenarios that are chosen each quarter and the amount of weighting given to each scenario depend on a variety of factors including recent economic events, leading economic indicators, views of internal and third-party economists and industry trends. Assumptions about the macroeconomic environment are inherently uncertain and, as a result, actual changes in the allowance for credit losses may be different from the simulated scenario presented below.

To demonstrate the sensitivity of the estimated credit losses to the macroeconomic scenarios, we measured the impact of altering the weighting of macroeconomic scenarios used in our loss forecast. Our allowance for credit losses would increase by approximately $587 million at September 30, 2023 if we applied 100% weight to the most adverse scenario in our sensitivity analysis to reflect continued inflationary pressures, including persistent supply-chain disruptions and the influence of geopolitical events, as well as high interest rates and reduced credit availability.

The sensitivity disclosed above is hypothetical. It is difficult to estimate how potential changes in any one factor or input, such as the weighting of macroeconomic forecasts, might affect the overall allowance for credit losses because we consider a variety of factors and inputs in estimating the allowance for credit losses. The macroeconomic scenarios used are constructed with interrelated projections of multiple economic variables and loss estimates are produced that consider the historical correlation of those economic variables with credit losses. The inputs in the macroeconomic scenarios may not change at the same rate and may not be consistent across all geographies or product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor or input may offset deterioration in others. As a result, the sensitivity analysis above does not necessarily reflect the nature and extent of future changes in the allowance for credit losses. It is intended to provide insights into the impact of different judgments about the economy on our modeled loss estimates for the loan portfolio and does not imply any expectation of future losses. Furthermore, the hypothetical increase in our allowance for credit losses for loans does not incorporate the impact of management judgment for qualitative factors applied in the current allowance for credit losses, which may have a positive or negative effect on our actual financial condition and results of operations.

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The overall economic environment directly impacts the macroeconomic variables that are used in the loss forecast models. If management used different assumptions about the economic environment in estimating expected credit losses, the impact to the allowance for credit losses could have a material effect on our consolidated financial condition and results of operations. In addition, if we experience significant instability in the economic environment, the uncertainty around the credit loss forecasts may increase, both due to the uncertainty of the economic forecasts and the challenges our models may have in incorporating them.

Earnings Summary

The following table outlines changes in our condensed consolidated statements of income (dollars in millions):


	For the Three Months Ended September 30,				2023 vs. 2022 Increase (Decrease)				For the Nine Months Ended September 30,				2023 vs. 2022 Increase (Decrease)
	2023		2022		$		%		2023		2022		$		%
Interest income	$	4,610	$	3,357	$	1,253	37	%	$	12,977	$	9,008	$	3,969	44	%
Interest expense	1,288		514		774		151	%	3,346		1,076		2,270		211	%
Net interest income	3,322		2,843		479		17	%	9,631		7,932		1,699		21	%
Provision for credit losses	1,702		773		929		120	%	4,109		1,476		2,633		178	%
Net interest income after provision for credit losses	1,620		2,070		(450)		(22)	%	5,522		6,456		(934)		(14)	%
Other income	722		625		97		16	%	2,033		1,640		393		24	%
Other expense	1,454		1,368		86		6	%	4,241		3,721		520		14	%
Income before income taxes	888		1,327		(439)		(33)	%	3,314		4,375		(1,061)		(24)	%
Income tax expense	205		314		(109)		(35)	%	762		1,026		(264)		(26)	%
Net income	$	683	$	1,013	$	(330)	(33)	%	$	2,552	$	3,349	$	(797)	(24)	%
Net income allocated to common stockholders	$	647	$	975	$	(328)	(34)	%	$	2,473	$	3,267	$	(794)	(24)	%

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Net Interest Income

The tables that follow this section have been provided to supplement the discussion below and provide further analysis of net interest income, net interest margin and the impact of rate and volume changes on net interest income. Net interest income represents the difference between interest income earned on our interest-earning assets and the interest expense incurred to finance those assets. We analyze net interest income in total by calculating net interest margin (net interest income as a percentage of average total loan receivables) and net yield on interest-earning assets (net interest income as a percentage of average total interest-earning assets). We also separately consider the impact of the level of loan receivables and the related interest yield and the impact of the cost of funds related to each of our funding sources, along with the income generated by our liquidity portfolio, on net interest income.

Our interest-earning assets consist of: (i) cash and cash equivalents primarily related to amounts on deposit with the Federal Reserve Bank of Philadelphia, (ii) restricted cash, (iii) other short-term investments, (iv) investment securities and (v) loan receivables. Our interest-bearing liabilities consist primarily of deposits, both direct-to-consumer and brokered, and long-term borrowings, including amounts owed to securitization investors. The following factors influence net interest income:

•The level and composition of loan receivables, including the proportion of credit card loans to other loans, as well as the proportion of loan receivables bearing interest at promotional rates as compared to standard rates;

•The credit performance of our loans, particularly with regard to charge-offs of finance charges, which reduce interest income;

•The terms of long-term borrowings and certificates of deposit upon initial offering, including maturity and interest rate;

•The interest rates necessary to attract and maintain direct-to-consumer deposits;

•The level and composition of other interest-earning assets, including our liquidity portfolio, and interest-bearing liabilities;

•Changes in the interest rate environment, including the levels of interest rates and the relationships among interest rate indices, such as the prime rate, the federal funds rate, the interest rate on reserve balances, LIBOR and SOFR; and

•The effectiveness of interest rate swaps in our interest rate risk management program.

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Average Balance Sheet Analysis

(dollars in millions)


	For the Three Months Ended September 30,
	2023						2022
	Average Balance		Yield/Rate		Interest		Average Balance		Yield/Rate		Interest
Assets
Interest-earning assets
Cash and cash equivalents	$	7,711	5.36	%	$	104	$	10,057	2.29	%	$	58
Restricted cash	238		10.65	%	7		853		2.25	%	5

Investment securities	13,499		3.51	%	120		6,000		2.32	%	35
Loan receivables(1)
Credit card loans(2)(3)	95,796		15.43	%	3,726		81,445		13.56	%	2,783
Private student loans	10,274		10.11	%	261		10,132		8.26	%	211
Personal loans	9,368		12.94	%	305		7,408		11.83	%	221
Other	4,942		6.95	%	87		3,050		5.70	%	44
Total loan receivables	120,380		14.44	%	4,379		102,035		12.67	%	3,259
Total interest-earning assets	141,828		12.90	%	4,610		118,945		11.20	%	3,357
Allowance for credit losses	(8,063)						(6,758)
Other assets	7,116						5,923
Total assets(4)	$	140,881					$	118,110
Liabilities and Stockholders' Equity
Interest-bearing liabilities
Interest-bearing deposits
Time deposits	$	39,795	4.09	%	410		$	25,279	1.97	%	125
Money market deposits	8,067		4.41	%	90		8,432		1.92	%	41
Other interest-bearing savings deposits	51,744		4.31	%	561		44,372		1.60	%	179
Total interest-bearing deposits	99,606		4.23	%	1,061		78,083		1.76	%	345
Borrowings
Short-term borrowings	171		5.32	%	2		98		1.62	%	1
Securitized borrowings(5)(6)(7)	11,161		4.60	%	129		10,246		2.79	%	72
Other long-term borrowings(6)(7)(8)	8,702		4.32	%	96		9,087		4.20	%	96
Total borrowings	20,034		4.49	%	227		19,431		3.45	%	169
Total interest-bearing liabilities	119,640		4.27	%	1,288		97,514		2.09	%	514
Other liabilities and stockholders' equity(9)	21,241						20,596
Total liabilities and stockholders' equity	$	140,881					$	118,110
Net interest income					$	3,322					$	2,843
Net interest margin(10)			10.95	%					11.05	%
Net yield on interest-earning assets(11)			9.29	%					9.48	%
Interest rate spread(12)			8.63	%					9.11	%

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	For the Nine Months Ended September 30,
	2023						2022
	Average Balance		Yield/Rate		Interest		Average Balance		Yield/Rate		Interest
Assets
Interest-earning assets
Cash and cash equivalents	$	7,907	5.06	%	$	299	$	9,074	1.20	%	$	81
Restricted cash	299		6.76	%	15		556		1.19	%	5

Investment securities	12,779		3.42	%	327		6,094		2.28	%	104
Loan receivables(1)
Credit card loans(2)(3)	92,383		15.21	%	10,513		76,832		13.01	%	7,475
Private student loans	10,387		9.88	%	768		10,225		7.81	%	597
Personal loans	8,760		12.69	%	831		7,101		11.92	%	633
Other	4,396		6.82	%	224		2,697		5.60	%	113
Total loan receivables	115,926		14.23	%	12,336		96,855		12.17	%	8,818
Total interest-earning assets	136,911		12.67	%	12,977		112,579		10.70	%	9,008
Allowance for credit losses	(7,690)						(6,740)
Other assets	6,762						6,014
Total assets(4)	$	135,983					$	111,853
Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits
Time deposits	$	36,828	3.68	%	1,014		$	21,772	1.73	%	281
Money market deposits	8,370		4.08	%	255		8,322		1.14	%	71
Other interest-bearing savings deposits	50,238		3.87	%	1,453		43,476		0.94	%	306
Total interest-bearing deposits	95,436		3.81	%	2,722		73,570		1.20	%	658
Borrowings
Short-term borrowings	58		5.32	%	2		300		0.69	%	2
Securitized borrowings(5)(6)(7)	10,353		4.20	%	325		8,758		2.06	%	135
Other long-term borrowings(6)(7)(8)	9,045		4.39	%	297		9,233		4.07	%	281
Total borrowings	19,456		4.29	%	624		18,291		3.05	%	418
Total interest-bearing liabilities	114,892		3.89	%	3,346		91,861		1.57	%	1,076
Other liabilities and stockholders’ equity(9)	21,091						19,992
Total liabilities and stockholders’ equity	$	135,983					$	111,853
Net interest income					$	9,631					$	7,932
Net interest margin(10)			11.11	%					10.95	%
Net yield on interest-earning assets(11)			9.40	%					9.42	%
Interest rate spread(12)			8.78	%					9.13	%

(1)Average balances of loan receivables and yield calculations include non-accruing loans. If the non-accruing loan balances were excluded, there would not be a material impact on the amounts reported above.

(2)Interest income on credit card loans includes $121 million and $99 million of amortization of balance transfer fees for the three months ended September 30, 2023 and 2022, respectively, and $335 million and $261 million for the nine months ended September 30, 2023 and 2022, respectively.

(3)Includes the impact of interest rate swap agreements used to change a portion of floating-rate assets to fixed-rate assets for the three and nine months ended September 30, 2023 and 2022.

(4)The return on average assets, based on net income, was 0.48% and 0.85% for the three months ended September 30, 2023 and 2022, respectively, and 1.88% and 3.00% for the nine months ended September 30, 2023 and 2022, respectively.

(5)Includes the impact of one terminated derivative formerly designated as a cash flow hedge for the three and nine months ended September 30, 2023 and 2022.

(6)Includes the impact of interest rate swap agreements used to change a portion of fixed-rate funding to floating-rate funding for the three and nine months ended September 30, 2023 and 2022.

(7)Includes the impact of terminated derivatives formerly designated as fair value hedges for the three and nine months ended September 30, 2023 and 2022.

(8)Includes the impact of interest rate swap agreements used to change a portion of floating-rate funding to fixed-rate funding for the three and nine months ended September 30, 2023 and 2022.

(9)The return on average stockholders' equity, based on net income, was 19% and 29% for the three months ended September 30, 2023 and 2022, respectively, and 24% and 33% for the nine months ended September 30, 2023 and 2022, respectively.

(10)Net interest margin represents net interest income as a percentage of average total loan receivables.

(11)Net yield on interest-earning assets represents net interest income as a percentage of average total interest-earning assets.

(12)Interest rate spread represents the difference between the rate on total interest-earning assets and the rate on total interest-bearing liabilities.

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Loan Quality

Loan receivables consist of the following (dollars in millions):


	September 30, 2023		December 31, 2022
Credit card loans	$	97,389	$	90,113
Other loans
Private student loans	10,448		10,308
Personal loans	9,559		7,998
Other loans	5,280		3,701
Total other loans	25,287		22,007
Total loan receivables	122,676		112,120
Allowance for credit losses	(8,665)		(7,374)
Net loan receivables	$	114,011	$	104,746

Provision and Allowance for Credit Losses

Provision for credit losses is the expense related to maintaining the allowance for credit losses at an appropriate level to absorb the estimate of credit losses anticipated over the remaining expected life of loan receivables at each period end date. In deriving the estimate of expected credit losses, we consider the collectability of principal, interest and fees associated with our loan receivables. We also consider expected recoveries of amounts that were either previously charged-off or are expected to be charged-off. Establishing the estimate for expected credit losses requires significant management judgment. The factors that influence the provision for credit losses include:

•Increases or decreases in outstanding loan balances, including:

•Changes in consumer spending, payment and credit utilization behaviors;

•The level of new account and loan originations and loan maturities; and

•Changes in the overall mix of accounts and products within the portfolio;

•The credit quality of the loan portfolio, which reflects our credit granting practices and the effectiveness of collection efforts, among other factors;

•The impact of general economic conditions on the consumer, including national and regional conditions, unemployment levels, bankruptcy trends and interest rate movements;

•The level and direction of historical losses; and

•Regulatory changes or new regulatory guidance.

Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Allowance for Credit Losses" and Note 3: Loan Receivables to our condensed consolidated financial statements for more details on how we estimate the allowance for credit losses.

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The following tables provide changes in our allowance for credit losses (dollars in millions):


	For the Three Months Ended September 30, 2023
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at June 30, 2023	$	6,525	$	849	$	622	$	68	$	8,064
Additions
Provision for credit losses(1)	1,518		52		93		8		1,671
Deductions
Charge-offs	(1,171)		(40)		(76)		—		(1,287)
Recoveries	198		5		14		—		217
Net charge-offs	(973)		(35)		(62)		—		(1,070)

Balance at September 30, 2023	$	7,070	$	866	$	653	$	76	$	8,665

	For the Three Months Ended September 30, 2022
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at June 30, 2022	$	5,307	$	832	$	572	$	46	$	6,757
Additions
Provision for credit losses(1)	649		20		69		5		743
Deductions
Charge-offs	(592)		(29)		(38)		—		(659)
Recoveries	197		6		17		—		220
Net charge-offs	(395)		(23)		(21)		—		(439)

Balance at September 30, 2022	$	5,561	$	829	$	620	$	51	$	7,061

	For the Nine Months Ended September 30, 2023
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at December 31, 2022	$	5,883	$	839	$	595	$	57	$	7,374
Cumulative effect of ASU No. 2022-02 adoption(2)	(66)		—		(2)		—		(68)
Balance at January 1, 2023	5,817		839		593		57		7,306
Additions
Provision for credit losses(1)	3,752		121		211		19		4,103
Deductions
Charge-offs	(3,101)		(111)		(194)		—		(3,406)
Recoveries	602		17		43		—		662
Net charge-offs	(2,499)		(94)		(151)		—		(2,744)

Balance at September 30, 2023	$	7,070	$	866	$	653	$	76	$	8,665

	For the Nine Months Ended September 30, 2022
	Credit Card Loans		Private Student Loans		Personal Loans		Other Loans		Total Loans
Balance at December 31, 2021	$	5,273	$	843	$	662	$	44	$	6,822
Additions
Provision for credit losses(1)	1,395		54		19		7		1,475
Deductions
Charge-offs	(1,720)		(86)		(115)		—		(1,921)
Recoveries	613		18		54		—		685
Net charge-offs	(1,107)		(68)		(61)		—		(1,236)

Balance at September 30, 2022	$	5,561	$	829	$	620	$	51	$	7,061

(1)Excludes a $31 million and $30 million adjustment of the liability for expected credit losses on unfunded commitments for the three months ended September 30, 2023 and 2022, respectively, and $6 million and $1 million for the nine months ended September 30, 2023 and 2022, respectively, as the liability is recorded in accrued expenses and other liabilities in our condensed consolidated statements of financial condition.

(2)Represents the adjustment to the allowance for credit losses as a result of the adoption of ASU No. 2022-02 on January 1, 2023.

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The allowance estimation process begins with a loss forecast that uses certain macroeconomic variables and multiple macroeconomic scenarios among its inputs. In estimating the allowance at September 30, 2023, we used a macroeconomic forecast that projected the following weighted average amounts: (i) unemployment rate ending 2023 at 3.8% and peaking at 4.2% in the fourth quarter of 2024 and (ii) 2.02% growth rate in real gross domestic product in 2023.

In estimating expected credit losses, we considered the uncertainties associated with borrower behavior and payment trends, as well as recent and expected macroeconomic conditions, such as high consumer price inflation and the fiscal and monetary policy responses to that inflation. The Federal Reserve raised its federal funds rate target range substantially during 2022 and the first three quarters of 2023 in an effort to slow economic growth and reduce inflation. Although real GDP growth and labor market conditions have exceeded most economists’ expectations this year, restrictive monetary policy, as manifested in relatively high interest rates, typically precedes weaker consumer credit conditions caused by rising unemployment as economic growth slows. Credit performance in our lending portfolios has evolved in line with our expectations this year, but may weaken if the economy fails to avert a recession in response to tighter credit conditions or other factors. We assessed the prospects for various macroeconomic outcomes in setting our allowance for credit losses.

The forecast period we deemed to be reasonable and supportable was 18 months for all periods presented. The 18 months reasonable and supportable forecast period was deemed appropriate given the current economic conditions. For all periods presented, we determined that a reversion period of 12 months was appropriate for the same reason. We applied a weighted reversion method to provide a more reasonable transition to historical losses for all loan products for all periods presented.

The provision for credit losses is the amount of expense realized after considering the level of net charge-offs in the period and the required amount of allowance for credit losses at the balance sheet date. For the three and nine months ended September 30, 2023, the provision for credit losses increased by $928 million and $2.6 billion compared to the same periods in 2022, primarily driven by loan growth, increasing delinquencies, and macroeconomic variables impacting household cash flows.

Net Charge-offs

Our net charge-offs include the principal amount of losses charged off less principal recoveries and exclude charged-off and recovered interest and fees and fraud losses. Charged-off and recovered interest and fees are recorded in interest income and loan fee income, respectively, which is effectively a reclassification of the provision for credit losses, while fraud losses are recorded in other expense.

The following table presents amounts and rates of net charge-offs of key loan products (dollars in millions):


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2023				2022				2023				2022
	$		%		$		%		$		%		$		%
Credit card loans	$	973	4.03	%	$	395	1.92	%	$	2,499	3.62	%	$	1,107	1.93	%
Private student loans	$	35	1.32	%	$	23	0.91	%	$	94	1.21	%	$	68	0.89	%
Personal loans	$	62	2.63	%	$	21	1.14	%	$	151	2.30	%	$	61	1.16	%

The net charge-offs and net charge-off rate for credit card loans, private student loans and personal loans increased for the three and nine months ended September 30, 2023, when compared to the same periods in 2022, primarily due to portfolio seasoning.

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Delinquencies

Delinquencies are an indicator of credit quality at a point in time. A loan balance is considered delinquent when contractual payments on the loan become 30 days past due.

The following table presents the amounts and delinquency rates of key loan products that are 30 and 90 days or more delinquent, and loan receivables that are not accruing interest regardless of delinquency (dollars in millions):


	September 30, 2023				December 31, 2022
	$		%		$		%
Loans 30 or more days delinquent
Credit card loans	$	3,324	3.41	%	$	2,278	2.53	%
Private student loans	$	273	2.62	%	$	212	2.05	%
Personal loans	$	119	1.24	%	$	63	0.80	%

Total loan receivables	$	3,756	3.06	%	$	2,578	2.30	%

Loans 90 or more days delinquent
Credit card loans	$	1,527	1.57	%	$	1,028	1.14	%
Private student loans	$	65	0.63	%	$	45	0.43	%
Personal loans	$	30	0.32	%	$	16	0.21	%

Total loan receivables	$	1,637	1.34	%	$	1,101	0.98	%

Loans not accruing interest	$	268	0.22	%	$	214	0.19	%

The 30-day and 90-day delinquency rates for credit card loans, private student loans and personal loans at September 30, 2023, increased compared to December 31, 2022, primarily driven by portfolio seasoning.

Modified and Restructured Loans

For information regarding modified and restructured loans, see Note 3: Loan Receivables to our condensed consolidated financial statements.

Other Income

The following table presents the components of other income (dollars in millions):


	For the Three Months Ended September 30,				2023 vs 2022 Increase				For the Nine Months Ended September 30,				2023 vs. 2022 Increase
	2023		2022		$		%		2023		2022		$		%
Discount and interchange revenue, net(1)	$	377	$	335	$	42	13	%	$	1,077	$	1,023	$	54	5	%
Protection products revenue	42		42		—		—	%	129		128		1		1	%
Loan fee income	194		168		26		15	%	546		450		96		21	%
Transaction processing revenue	82		65		17		26	%	221		183		38		21	%
Gains (losses) on equity investments	6		(4)		10		(250)	%	(11)		(208)		197		(95)	%
Other income	21		19		2		11	%	71		64		7		11	%
Total other income	$	722	$	625	$	97	16	%	$	2,033	$	1,640	$	393	24	%

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Total other income increased for the three months ended September 30, 2023, as compared to the same period in 2022, primarily due to increases in net discount and interchange revenue and loan fee income. The increase in net discount and interchange revenue was primarily driven by lower rewards due to lower promotional rewards. Loan fee income increased primarily due to a higher volume of late payments.

Total other income increased for the nine months ended September 30, 2023, as compared to the same period in 2022, primarily due to smaller losses on equity investments and increases in loan fee income and net discount and interchange revenue. The smaller losses on equity investments were the result of smaller mark-to-market adjustments for equity investments measured at fair value. Loan fee income increased primarily due to a higher volume of late payments. The increase in net discount and interchange revenue was partially offset by an increase in rewards, both of which were driven by higher sales volume.

Other Expense

The following table represents the components of other expense (dollars in millions):


	For the Three Months Ended September 30,				2023 vs. 2022 Increase (Decrease)				For the Nine Months Ended September 30,				2023 vs. 2022 Increase (Decrease)
	2023		2022		$		%		2023		2022		$		%
Employee compensation and benefits	$	575	$	551	$	24	4	%	$	1,788	$	1,566	$	222	14	%
Marketing and business development	283		276		7		3	%	792		722		70		10	%
Information processing and communications	149		124		25		20	%	438		370		68		18	%
Professional fees	281		241		40		17	%	729		607		122		20	%
Premises and equipment	22		22		—		—	%	64		70		(6)		(9)	%
Other expense	144		154		(10)		(6)	%	430		386		44		11	%
Total other expense	$	1,454	$	1,368	$	86	6	%	$	4,241	$	3,721	$	520	14	%

Income Tax Expense

The following table presents the calculation of the effective income tax rate (dollars in millions):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Income before income taxes	$	888		$	1,327		$	3,314		$	4,375
Income tax expense	$	205		$	314		$	762		$	1,026
Effective income tax rate	23.1		%	23.7		%	23.0		%	23.5		%

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Liquidity and Capital Resources

Funding and Liquidity

We seek to maintain stable, diversified and cost-effective funding sources and a strong liquidity profile to fund our business and repay or refinance our maturing obligations under normal operating conditions and periods of economic or financial stress. In managing our liquidity risk, we seek to maintain a prudent liability maturity profile and ready access to an ample store of primary and contingency liquidity sources. Our primary funding sources include direct-to-consumer and brokered deposits, public term asset-backed securitizations and other short-term and long-term borrowings. Our primary liquidity sources include a portfolio composed of highly liquid, unencumbered assets, including cash and cash equivalents and investment securities, as well as secured borrowing capacity through private term asset-backed securitizations and Federal Home Loan Bank ("FHLB") advances. In addition, we have unused borrowing capacity at the Federal Reserve discount window, which provides another source of contingency liquidity.

Funding Sources

Deposits

We obtain deposits from consumers directly or through affinity relationships ("direct-to-consumer deposits"). Additionally, we obtain deposits through third-party securities brokerage firms that offer our deposits to their customers ("brokered deposits"). Direct-to-consumer deposit products include savings accounts, certificates of deposit, money market accounts, IRA savings accounts, IRA certificates of deposit and checking accounts. We gather these deposits from retail customers of our bank, many of whom have more than one Discover product. These deposits originate from a large and diverse customer base, and therefore, the majority of these deposit account balances are insured according to the FDIC's insurance limits. Our cost of insuring these deposits is likely to rise as the FDIC recently stated it plans, as required by law, to charge banks a special assessment to cover the cost of losses to the Deposit Insurance Fund incurred after the failure of two domestic banks in March 2023. Brokered deposit products include certificates of deposit and sweep accounts. In accordance with the FDIC final rule on revisions to its brokered deposits regulation, we no longer categorize certain retail deposit products such as affinity deposits and deposits generated through certain sweep deposit relationships as brokered for regulatory reporting purposes. At September 30, 2023, we had $81.2 billion of direct-to-consumer deposits and $22.8 billion of brokered deposits, of which there are $82.7 billion of deposit balances due in less than one year and $21.3 billion of deposit balances due in one year or thereafter.

Credit Card Securitization Financing

We securitize credit card receivables as a source of funding. We access the asset-backed securitization market using the Discover Card Master Trust I ("DCMT") and the Discover Card Execution Note Trust ("DCENT"). In connection with our securitization transactions, credit card receivables are transferred to DCMT. DCMT has issued a certificate representing the beneficial interest in its credit card receivables to DCENT. We issue DCENT DiscoverSeries notes in public and private transactions, which are collateralized by the beneficial interest certificate held by DCENT. From time to time, we may add credit card receivables to DCMT to create sufficient funding capacity for future securitizations while managing seller's interest. We retain significant exposure to the performance of the securitized credit card receivables through holding the seller's interest and subordinated classes of DCENT DiscoverSeries notes. At September 30, 2023, we had $11.0 billion of outstanding public asset-backed securities and $2.9 billion of outstanding subordinated asset-backed securities that had been issued to our wholly-owned subsidiaries.

The securitization structures include certain features designed to protect investors. The primary feature relates to the availability and adequacy of cash flows in the securitized pool of receivables to meet contractual requirements, the insufficiency of which triggers early repayment of the securities. We refer to this as "economic early amortization," which is based on excess spread levels. Excess spread is the amount by which income received with respect to the securitized credit card receivables during a collection period including interest collections, fees and interchange, exceeds the fees and expenses of DCENT during such collection period, including interest expense, servicing fees and charged-off receivables. In the event of an economic early amortization, which would occur if the excess spread fell below 0% on a three-month rolling average basis, we would be required to repay all outstanding securitized borrowings using available collections received with respect to the securitized credit card receivables. For the three months ended September 30, 2023, the DiscoverSeries three-month rolling average excess spread was 14.42%. The period of ultimate repayment would be determined by the amount and timing of collections received.

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Through our wholly-owned indirect subsidiary, Discover Funding LLC, we are required to maintain an interest in a contractual minimum level of receivables in DCMT in excess of the face value of outstanding investors' interests. This minimum interest is referred to as the minimum seller's interest. The required minimum seller's interest in the pool of trust receivables is approximately 7% in excess of the total investors' interests, which includes interests held by third parties as well as those interests held by us. If the level of receivables in DCMT were to fall below the required minimum, we would be required to add receivables from the unrestricted pool of receivables, which would increase the amount of credit card receivables restricted for securitization investors. A decline in the amount of the excess seller's interest could occur if balance repayments and charge-offs exceeded new lending on the securitized accounts or as a result of changes in total outstanding investors' interests. Seller's interest exhibits seasonality as higher receivable balance repayments tend to occur in the first calendar year quarter. If we could not add enough receivables to satisfy the minimum seller's interest requirement, an early amortization (or repayment) of investors' interests would be triggered.

An early amortization event would impair our liquidity and may require us to utilize our available non-securitization-related contingent liquidity or rely on alternative funding sources, which may or may not be available at the time. We have several strategies we can deploy to prevent an early amortization event. For instance, we could add receivables to DCMT, which would reduce our available borrowing capacity at the Federal Reserve discount window. As of September 30, 2023, there were $24.8 billion of credit card receivables in the trust and no accounts were added to those restricted for securitization investors for the three and nine months ended September 30, 2023. Alternatively, we could employ structured discounting, which was used effectively in 2009 to bolster excess spread and mitigate early amortization risk.

The following table summarizes expected contractual maturities of the investors' interests in credit card securitizations, excluding those that have been issued to our wholly-owned subsidiaries (dollars in millions):


At September 30, 2023	Total		Less Than One Year		One Year and Thereafter
Scheduled maturities of borrowings - owed to credit card securitization investors	$	10,820	$	2,475	$	8,345

The "AAA(sf)" and "Aaa(sf)" ratings of the DCENT DiscoverSeries Class A Notes issued to date have been based, in part, on an FDIC rule, which created a safe harbor that provides that the FDIC, as conservator or receiver, will not use its power to disaffirm or repudiate contracts, seek to reclaim or recover assets transferred in connection with a securitization, or recharacterize assets transferred in connection with a securitization as assets of the insured depository institution, provided such transfer satisfies the conditions for sale accounting treatment under previous GAAP. Although the implementation of Financial Accounting Standards Board Accounting Standards Codification Topic 860, Transfers and Servicing, no longer qualified certain transfers of assets for sale accounting treatment, the FDIC approved a final rule that preserved the safe-harbor treatment applicable to revolving trusts and master trusts, including DCMT, so long as those trusts would have satisfied the original FDIC safe harbor if evaluated under GAAP pertaining to transfers of financial assets in effect prior to December 2009. However, other legislative and regulatory developments may impact our ability or desire to issue asset-backed securities in the future.

Federal Home Loan Bank Advances

Discover Bank is a member bank of the FHLB of Chicago, one of 11 FHLBs that, along with the Office of Finance, compose the FHLB System. The FHLBs are government-sponsored enterprises of the U.S. ("U.S. GSEs") chartered to improve the availability of funds to support home ownership. As such, senior debt obligations of the FHLBs feature the same credit ratings as U.S. Treasury securities and are considered high-quality liquid assets for bank regulatory purposes. Consequently, the FHLBs benefit from consistent capital market access during nearly all macroeconomic and financial market conditions and low funding costs, which they pass on to their member banks when they borrow advances. Thus, we consider FHLB advances a stable and reliable funding source for Discover Bank for short-term contingency liquidity and long-term asset-liability management.

As a member of the FHLB of Chicago, Discover Bank has access to short- and long-term advance structures with maturities ranging from overnight to 30 years. At September 30, 2023, we had total committed borrowing capacity of $3.3 billion based on the amount and type of assets pledged, of which $1.0 billion of long-term advances were outstanding with the FHLB of Chicago. Under certain stressed conditions, we could pledge our liquidity portfolio securities and borrow against them at a modest reduction to their value.

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Other Long-Term Borrowings—Corporate and Bank Debt

The following table provides a summary of Discover Financial Services (Parent Company) and Discover Bank outstanding fixed-rate debt (dollars in millions):


At September 30, 2023	Principal Amount Outstanding
Discover Financial Services (Parent Company) fixed-rate senior notes, maturing 2024-2032	$	3,350
Discover Financial Services (Parent Company) fixed-rate retail notes, maturing 2023-2031	$	148
Discover Bank fixed-rate senior bank notes, maturing 2024-2030	$	3,550
Discover Bank fixed-rate subordinated bank notes, maturing 2028	$	500

At September 30, 2023, $657 million of interest on our fixed-rate debt is due in less than one year and $1.5 billion of interest is due in one year and thereafter. See Note 6: Long-Term Borrowings to our condensed consolidated financial statements for more information on the maturities of our long-term borrowings.

Short-Term Borrowings

As part of our regular funding strategy, we may, from time to time, borrow short-term funds in the federal funds market or the repurchase ("repo") market through repurchase agreements. Federal funds are short-term, unsecured loans between banks or other financial entities with a Federal Reserve account. Funds borrowed in the repo market are short-term, collateralized loans, usually secured with highly rated investment securities such as U.S. Treasury bills or notes, or mortgage bonds or debentures issued by government agencies or U.S. GSEs. At September 30, 2023, there were no outstanding balances in the federal funds market or under repurchase agreements.

Additional Funding Sources

Private Asset-Backed Securitizations

We have access to committed borrowing capacity through privately placed asset-backed securitizations. While we may utilize funding from these private securitizations from time to time for normal business operations, their committed nature also makes them a reliable contingency funding source. Therefore, we reserve some undrawn capacity, informed by our liquidity stress test results, for any contingency funding needs. At September 30, 2023, we had a total committed capacity of $3.5 billion, none of which was drawn. We seek to ensure the stability and reliability of these securitizations by staggering their maturity dates, renewing them well ahead of their scheduled maturity dates and periodically drawing them for operational tests and seasonal funding needs.

Federal Reserve

Discover Bank has access to the Federal Reserve Bank of Philadelphia's discount window. As of September 30, 2023, Discover Bank had $48.7 billion of available borrowing capacity through the discount window based on the amount and type of assets pledged, primarily consumer loans. We also have access to, and have tested our ability to borrow from, the Federal Reserve's Bank Term Funding Program ("BTFP"), which offers loans up to one year in length collateralized by U.S. Treasuries, U.S. agency securities and U.S. agency mortgage-backed securities. As of September 30, 2023, we have no borrowings outstanding under the discount window or the BTFP and reserve this capacity as a source of contingency liquidity.

Funding Uses

Our primary uses of funds include the extensions of loans and credit to customers, primarily through Discover Bank; the maintenance of sufficient working capital for routine operations; the service of our debt and capital obligations, including interest, principal and dividend payments; and the purchase of investment securities for our liquidity portfolio.

In addition to originating consumer loans to new customers, we also extend credit to existing customers, which primarily arises from agreements for unused lines of credit on certain credit cards and certain other loan products, provided there is no violation of conditions established in the related agreement. At September 30, 2023, our unused credit arrangements were approximately $231.8 billion. These arrangements, substantially all of which we can terminate at any time and which do not necessarily represent future cash requirements, are periodically reviewed based on account usage, customer creditworthiness, loan qualification and the cost of capital.

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In the normal course of business, we enter into various contracts for goods and services, such as consulting, outsourcing, data, sponsorships, software licenses, telecommunications and global merchant acceptance, among other things. These contracts are legally binding and specify all significant terms, including any applicable fixed future cash payments.

As of September 30, 2023, we have debt obligations, common stock and preferred stock outstanding, for which we incur servicing costs. Refer to “— Funding Sources” and “— Capital” for more information related to our debt obligations and capital service, respectively, and the timing of expected payments.

We assess funding uses and liquidity needs under stressed and normal operating conditions, considering primary uses of funding, such as on-balance sheet loans and contingency uses of funding, such as the need to post additional collateral for derivatives positions. To anticipate funding needs under stress, we conduct liquidity stress tests to assess the impact of idiosyncratic, systemic and hybrid (i.e., idiosyncratic and systemic) scenarios with varying levels of liquidity risk reflecting a range of stress severity. If we determine we have excess cash and cash equivalents above what is required for daily operations, we may invest in highly liquid, unencumbered assets that we expect to be able to convert to cash quickly and with little loss of value using the repo market or other secured borrowing or outright sales.

Guarantees

Guarantees are contracts or indemnification agreements that may require us to make payments to a guaranteed party based on changes in an underlying asset, liability, or equity security of a guaranteed party, rate or index. Also included in guarantees are contracts that may require the guarantor to make payments to a guaranteed party based on another entity’s failure to perform under an agreement. Our guarantees relate to transactions processed on the Discover Network and certain transactions processed by PULSE and Diners Club. In the ordinary course of business, we guarantee payment on behalf of subsidiaries relating to contractual obligations with external parties. The activities of the subsidiaries covered by any such guarantees are included in our consolidated financial statements. See Note 12: Commitments, Contingencies and Guarantees to our consolidated financial statements for further discussion regarding our guarantees.

Credit Ratings

Our borrowing costs and capacity in certain funding markets, including those for securitizations and unsecured senior and subordinated debt, may be affected by the credit ratings of DFS, Discover Bank and the securitization trusts. Downgrades in these credit ratings could result in higher interest expense on our unsecured debt and asset securitizations, as well as higher credit enhancement requirements for both our public and private asset securitizations. In addition to increased funding costs, deterioration in our credit ratings could reduce our borrowing capacity in the unsecured debt and asset securitization capital markets.

During the third quarter of 2023, Moody's affirmed our credit ratings, but changed the rating outlook on our senior unsecured debt from "stable" to "negative" following our disclosure of the card product misclassification and the reaching of a consent order with the FDIC on matters related to our compliance management system. The table below reflects our current credit ratings and outlooks:

Moody’s Investors Service

Standard & Poor's

Fitch
Ratings

Discover Financial Services

Senior unsecured debt

Baa2

BBB-

BBB+

Outlook for Discover Financial Services senior unsecured debt

Negative

Stable

Discover Bank

Senior unsecured debt

Baa1

BBB

BBB+

Outlook for Discover Bank senior unsecured debt

Negative

Stable

Subordinated debt

Baa1

BBB-

BBB

Discover Card Execution Note Trust (DCENT)

Class A(1)

Aaa(sf)

AAA(sf)

(1)An "sf" in the rating denotes rating agency identification for structured finance product ratings.

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A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. A credit rating outlook reflects an agency's opinion regarding the likely rating direction over the medium term, often a period of about a year, and indicates the agency's belief that the issuer's credit profile is consistent with its current rating level at that point in time.

Liquidity

We seek to ensure that we have adequate liquidity to sustain business operations, fund asset growth and satisfy debt obligations under stressed and normal operating conditions. In addition to the funding sources discussed in the previous section, we also maintain highly liquid, unencumbered assets in our liquidity portfolio that we expect to be able to convert to cash quickly and with little loss of value using either the repo market or other secured borrowing or outright sales.

We maintain a liquidity risk and funding management policy, which outlines the overall framework and general principles we follow in managing liquidity risk across our business. The Board of Directors approves the policy and the Asset and Liability Management Committee (the "ALCO") is responsible for its implementation. Additionally, we maintain a liquidity management framework document that outlines the general strategies, objectives and principles we utilize to manage our liquidity position and the various liquidity risks inherent in our business model. We seek to balance the trade-offs between maintaining too much liquidity, which may be costly, with having too little liquidity, which could cause financial distress. The ALCO, chaired by our Treasurer, has cross-functional membership and manages liquidity risk centrally. The ALCO monitors the liquidity risk profiles of DFS and Discover Bank and oversees any actions Corporate Treasury may take to ensure that we maintain ready access to our funding sources and sufficient liquidity to meet current and projected needs. In addition, the ALCO and our Board of Directors regularly review our compliance with our liquidity limits at DFS and Discover Bank, which are established in accordance with the liquidity risk appetite set by our Board of Directors.

We employ a variety of metrics to monitor and manage liquidity. We utilize early warning indicators ("EWIs") to detect emerging liquidity stress events and a reporting and escalation process designed to be consistent with regulatory guidance. The EWIs include both idiosyncratic and systemic measures and are monitored daily and reported to the ALCO regularly. A warning from one or more of these indicators triggers prompt review and decision-making by our senior management team and, in certain instances, may lead to the convening of a senior-level response team and activation of our contingency funding plan.

In addition, we conduct liquidity stress tests regularly and ensure contingency funding is in place to address potential liquidity shortfalls. We evaluate a range of stress scenarios that are designed to follow regulatory requirements, including idiosyncratic, systemic and a combination of such events that could impact funding sources and our ability to meet liquidity needs. These scenarios measure the projected liquidity position at DFS and Discover Bank across a range of periods by comparing estimated contingency funding needs to available contingency liquidity.

Our primary contingency liquidity sources include our liquidity portfolio securities, which we could sell, repo or borrow against, and private securitizations with unused borrowing capacity. In addition, we could borrow FHLB advances by pledging securities to the FHLB of Chicago. Moreover, we have unused borrowing capacity with the Federal Reserve discount window and BTFP, which provide additional sources of contingency liquidity. We seek to maintain sufficient liquidity to satisfy all maturing obligations and fund business operations for at least 12 months in a severe stress environment. In such an environment, we may also take actions to curtail the size of our balance sheet, which would reduce the need for funding and liquidity.

At September 30, 2023, our liquidity portfolio was composed of highly liquid, unencumbered assets, including cash and cash equivalents and investment securities. Cash and cash equivalents were primarily deposits with the Federal Reserve. Investment securities primarily included debt obligations of the U.S. Treasury and U.S. GSEs and residential mortgage-backed securities issued by U.S. government agencies or U.S. GSEs. These investments, nearly all of which are classified as available-for-sale, are considered highly liquid and we expect to have the ability to raise cash by selling them, utilizing repurchase agreements or pledging certain of these investments to access secured funding. The size and composition of our liquidity portfolio may fluctuate based on the size of our balance sheet as well as operational requirements, market conditions and interest rate risk management objectives.

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At September 30, 2023, our liquidity portfolio and undrawn credit facilities were $75.5 billion, which was $8.3 billion higher than the balance at December 31, 2022. Our liquidity portfolio and undrawn credit facilities grew primarily as a result of the additional borrowing capacity with the Federal Reserve. During the three and nine months ended September 30, 2023, the average balance of our liquidity portfolio was $20.9 billion and $20.6 billion, respectively. Our liquidity portfolio and undrawn facilities consist of the following (dollars in millions):


	September 30, 2023		December 31, 2022
Liquidity portfolio
Cash and cash equivalents(1)	$	7,917	$	7,585

Investment securities(2)	13,269		12,213
Total liquidity portfolio	21,186		19,798
Private asset-backed securitizations(3)	3,500		3,500
Federal Home Loan Bank of Chicago	2,202		1,712
Primary liquidity sources	26,888		25,010
Federal Reserve discount window(3)	48,658		42,268
Total liquidity portfolio and undrawn credit facilities	$	75,546	$	67,278

(1)Cash in the process of settlement and restricted cash are excluded from cash and cash equivalents for liquidity purposes.

(2)Excludes $285 million and $97 million of U.S. Treasury securities that have been pledged as swap collateral in lieu of cash as of September 30, 2023 and December 31, 2022, respectively.

(3)See "— Additional Funding Sources" for additional information.

Bank Holding Company Liquidity

The primary uses of funds at the unconsolidated DFS level include debt service obligations (interest payments and return of principal) and capital service and management activities, including dividend payments on capital instruments and the periodic repurchase of shares of our common stock. Our primary sources of funds at the bank holding company level include the proceeds from the issuance of unsecured debt and capital securities, as well as dividends from our subsidiaries, notably Discover Bank. Under periods of idiosyncratic or systemic stress, the bank holding company could lose or experience impaired access to the capital markets. In addition, our regulators have the discretion to restrict dividend payments from Discover Bank to the bank holding company.

We utilize a measure referred to as Number of Months of Pre-Funding to determine the length of time DFS can meet upcoming funding obligations, including common and preferred stock dividend payments and debt service obligations using existing cash resources. In managing this metric, we structure our debt maturity schedule to manage prudently the amount of debt maturing within a short period. See Note 6: Long-Term Borrowings to our condensed consolidated financial statements for further information regarding our debt.

Capital

Our primary sources of capital are the earnings generated by our businesses and the proceeds from issuances of capital securities. We seek to manage capital to a level and composition sufficient to support our businesses' growth, account for their risks, and meet regulatory requirements, rating agency targets and debt investor expectations. Within these constraints, we are focused on deploying capital in a manner that provides attractive returns to our stockholders. The level, composition and utilization of capital are influenced by changes in the economic environment, strategic initiatives and legislative and regulatory developments.

Under regulatory capital requirements adopted by the Federal Reserve and the FDIC, DFS, along with Discover Bank, must maintain minimum capital levels. Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could limit our business activities and have a direct material effect on our financial condition and operating results. We must meet specific capital requirements that involve quantitative measures of assets, liabilities and certain off-balance sheet items, as calculated under regulatory guidance and regulations. Current or future legislative or regulatory reforms, such as those related to the adoption of the CECL accounting model or those related to the proposed revisions to the Basel Committee's December 2010 framework ("Basel III rules"), may require us to hold more capital and/or adversely impact our capital level. We consider the potential impacts of these reforms in managing our capital position.

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DFS and Discover Bank are subject to regulatory capital rules issued by the Federal Reserve and the FDIC, respectively, under the Basel III rules. Under these rules, DFS and Discover Bank are classified as "standardized approach" entities as they are U.S. banking organizations with consolidated total assets over $50 billion but not exceeding $250 billion and consolidated total on-balance sheet foreign exposures less than $10 billion. The Basel III rules require DFS and Discover Bank to maintain minimum risk-based capital and leverage ratios and define what constitutes capital for purposes of calculating those ratios.

In accordance with the final rule on the impact of CECL on regulatory capital, we have elected to phase in the impact over three years, beginning in 2022. By electing this option, our Common Equity Tier 1 ("CET1") capital ratios are higher than they otherwise would have been. The phase-in of the CECL accounting model decreased CET1 by $1.1 billion as of January 1, 2023. For additional information regarding the risk-based capital and leverage ratios, see Note 11: Capital Adequacy to our condensed consolidated financial statements.

On March 4, 2020, the Federal Reserve announced the SCB final rule, which imposes limitations on DFS' capital distributions if we do not maintain our risk-based capital ratios above stated regulatory minimum ratios based on the results of supervisory stress tests. Under this rule, DFS is required to assess whether our planned capital actions are consistent with the effective capital distribution limitations that will apply on a pro-forma basis throughout the planning horizon.

The SCB requirement is institution-specific and is calculated as the greater of (i) 2.5% and (ii) the sum of (a) the difference between DFS' actual CET1 ratio at the beginning of the forecast and the projected minimum CET1 ratio based on the Federal Reserve's models in its nine-quarter Severely Adverse stress scenario, plus (b) the sum of the dollar amount of DFS' planned common stock dividend distributions for each of the fourth through seventh quarters of its nine-quarter capital planning horizon, expressed as a percentage of risk-weighted assets. For Category IV firms, including DFS, the Federal Reserve calculates each firm's SCB biennially in even-numbered calendar years, and did so in 2022. Based on the results of the 2022 CCAR exercise released by the Federal Reserve, our new SCB was set at 2.5%, the lowest possible requirement, effective October 1, 2022, through September 30, 2023. In odd-numbered years, each firm subject to Category IV standards that did not opt-in to such year's supervisory stress tests as part of the Federal Reserve's CCAR process receives an adjusted SCB requirement that is updated to reflect its planned common stock dividends per the firm's annual capital plan. On July 27, 2023, the Federal Reserve disclosed SCB requirements to firms subject to Category IV standards that did not opt-in to this year's stress test. Our SCB remains unchanged at 2.5%, effective beginning October 1, 2023 through September 30, 2024. See "— Regulatory Environment and Developments — Banking — Capital Standards and Stress Testing" for additional information.

At September 30, 2023, DFS and Discover Bank met the requirements for "well-capitalized" status under the Federal Reserve's Regulation Y and the prompt corrective action rules and corresponding FDIC requirements, respectively, exceeding the regulatory minimums to which they were subject under the applicable rules.

Basel III rules also require disclosures relating to market discipline. This series of disclosures is commonly referred to as "Pillar 3." The objective is to increase the transparency of capital requirements for banking organizations. We are required to make prescribed regulatory disclosures quarterly regarding our capital structure, capital adequacy, risk exposures and risk-weighted assets. We make the Pillar 3 disclosures publicly available on our website in a report called "Basel III Regulatory Capital Disclosures."

We disclose tangible common equity, which represents common equity less goodwill and intangibles. Management believes that common stockholders' equity excluding goodwill and intangibles is meaningful to investors as a measure of our true net asset value. At September 30, 2023, tangible common equity is considered to be a non-GAAP financial measure as it is not formally defined by GAAP or codified in the federal banking regulations. Other financial services companies may also disclose this measure and definitions may vary. We advise users of this information to exercise caution in comparing this measure among different companies.

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The following table reconciles total common stockholders' equity (a GAAP financial measure) to tangible common equity (dollars in millions):


	September 30, 2023		December 31, 2022
Total common stockholders' equity(1)	$	13,180	$	13,288
Less: goodwill	(255)		(255)

Tangible common equity	$	12,925	$	13,033

(1)Total common stockholders' equity is calculated as total stockholders' equity less preferred stock.

Our Board of Directors declared the following common stock dividends during 2023 and 2022:

Declaration Date

Record Date

Payment Date

Dividend per Share

2023

October 16, 2023

November 22, 2023

December 07, 2023

0.70

July 17, 2023

August 24, 2023

September 07, 2023

0.70

April 17, 2023

May 25, 2023

June 08, 2023

0.70

January 17, 2023

February 23, 2023

March 09, 2023

0.60

Total common stock dividends

2.70

2022

October 18, 2022

November 23, 2022

December 08, 2022

0.60

July 20, 2022

August 25, 2022

September 08, 2022

0.60

April 27, 2022

May 26, 2022

June 09, 2022

0.60

January 18, 2022

February 17, 2022

March 03, 2022

0.50

Total common stock dividends

2.30

Our Board of Directors declared the following Series C preferred stock dividends during 2023 and 2022:


Declaration Date	Record Date	Payment Date	Dividend per Depositary Share
2023
July 17, 2023	October 13, 2023	October 30, 2023	$	27.50
January 17, 2023	April 14, 2023	May 01, 2023	27.50
Total Series C preferred stock dividends			$	55.00

2022
July 20, 2022	October 14, 2022	October 31, 2022	$	27.50
January 18, 2022	April 15, 2022	May 02, 2022	27.50
Total Series C preferred stock dividends			$	55.00

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Our Board of Directors declared the following Series D preferred stock dividends during 2023 and 2022:


Declaration Date	Record Date	Payment Date	Dividend per Depositary Share
2023
July 17, 2023	September 08, 2023	September 25, 2023	$	30.625
January 17, 2023	March 08, 2023	March 23, 2023	30.625
Total Series D preferred stock dividends			$	61.250

2022
July 20, 2022	September 08, 2022	September 23, 2022	$	30.625
January 18, 2022	March 08, 2022	March 23, 2022	30.625
Total Series D preferred stock dividends			$	61.250

Our Board of Directors approved a new share repurchase program in April 2023. The new program authorized up to $2.7 billion of share repurchases through June 30, 2024, and replaced the prior $4.2 billion share repurchase program. If and when we repurchase our shares under the program, we may use various methods, including open market purchases, privately negotiated transactions or other purchases, including block trades, accelerated share repurchase transactions, or any combination of such methods. During the three months ended September 30, 2023, we did not repurchase any shares. During the nine months ended September 30, 2023, we repurchased approximately 18.1 million shares for approximately $1.9 billion.

The amount and size of any future dividends and share repurchases will depend on our results of operations, financial condition, capital levels, cash requirements, future prospects, regulatory review and other factors. As reported in the second quarter of 2023, we have decided to pause share repurchases while an internal review of compliance, risk management and corporate governance is ongoing. See Note 13: Litigation and Regulatory Matters for additional information on the card product misclassification. The declaration and payment of future dividends and the amount thereof are subject to the discretion of our Board of Directors. Holders of our shares of common stock are subject to the prior dividend rights of holders of our preferred stock or the depositary shares representing such preferred stock outstanding. No dividend may be declared or paid or set aside for payment on our common stock if full dividends have not been declared and paid on all outstanding shares of preferred stock in any dividend period. In addition, as noted above, banking laws and regulations and our banking regulators may limit our ability to pay dividends and make share repurchases, including limitations on the extent our banking subsidiary (Discover Bank) can provide funds to us through dividends, loans or otherwise. Further, current or future regulatory reforms, such as those that propose to alter the Basel III standards, may require us to hold more capital or could adversely impact our capital level. As a result, there can be no assurance that we will declare and pay any dividends or repurchase any shares of our common stock in the future.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, correlations or other market factors will result in losses for an investment position or portfolio. We are exposed to market risk primarily from changes in interest rates.

Interest Rate Risk

We borrow money from various depositors and institutions to provide loans to our customers and invest in other assets and our business. These loans to customers and other assets earn interest, which we use to pay interest on the money borrowed. Our net interest income and, therefore, earnings will be reduced if the interest rate earned on assets increases at a slower pace than the interest rate paid on our borrowings. Changes in interest rates and our competitors' responses to those changes may influence customer payment rates, loan balances or deposit account activity. As a result, we may incur higher funding costs that could decrease our earnings.

Our interest rate risk management policies are designed to measure and manage the potential volatility of earnings that may arise from changes in interest rates by having a portfolio that reflects our mix of variable- and fixed-rate assets and liabilities. To the extent that the repricing characteristics of the assets and liabilities in a particular portfolio are not sufficiently matched, we may utilize interest rate derivative contracts, such as swap agreements, to achieve our objectives. Interest rate swap agreements effectively convert the underlying asset or liability from fixed- to floating-rate or from floating- to fixed-rate. See Note 15: Derivatives and Hedging Activities to our condensed consolidated financial statements for information on our derivatives activity.

We use an interest rate sensitivity simulation to assess our interest rate risk exposure. For purposes of presenting the possible earnings effect of a hypothetical, adverse change in interest rates over the 12 months from our reporting date, we assume that all interest-rate-sensitive assets and liabilities are subject to a hypothetical, immediate 100 basis point change in interest rates relative to market consensus expectations as of the beginning of the period. The sensitivity simulation includes the hypothetical assumption that all relevant types of interest rates would change instantaneously, simultaneously and to the same degree.

Our interest-rate-sensitive assets include our variable-rate loan receivables and certain assets in our liquidity portfolio. We have limitations on our ability to mitigate interest rate risk by adjusting rates on existing balances. Further, competitive actions may limit our ability to increase the rates that we charge to customers for new loans. At September 30, 2023, the majority of our credit card and private student loans charge variable rates. Fixed-rate assets that will mature or otherwise contractually reset to a market-based indexed rate or other fixed-rate prior to the end of the 12-month measurement period are considered to be rate sensitive. The latter category includes certain revolving credit card loans that may be offered at below-market rates for an introductory period, such as balance transfers and special promotional programs, after which the loans will contractually reprice in accordance with our normal market-based pricing structure. For assets with a fixed interest rate that contractually will, or is assumed to, reset to a market-based indexed rate or other fixed rate during the next 12 months, earnings sensitivity is measured from the expected repricing date. In addition, for all interest rate sensitive assets, earnings sensitivity is calculated net of expected credit losses. For purposes of this analysis, expected credit losses are assumed to remain unchanged relative to our baseline expectations over the analysis horizon.

Interest-rate-sensitive liabilities are assumed to be those for which the stated interest rate is not contractually fixed for the next 12 months. Thus, liabilities that vary with changes in a market-based index, such as the federal funds rate or SOFR, which will reset before the end of the next 12 months, or liabilities that have fixed rates at the fiscal period end but will mature and are assumed to be replaced with a market-based indexed rate prior to the end of the next 12 months, are also considered to be rate sensitive. For these fixed-rate liabilities, earnings sensitivity is measured from the expected maturity date.

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Net interest income sensitivity simulations require assumptions regarding market conditions, consumer behavior and the growth and composition of our balance sheet. The degree by which our deposit rates change when benchmark interest rates change, our deposit “beta,” is one of the most significant of these assumptions. Assumptions about deposit beta and other matters are inherently uncertain and, as a result, actual earnings may differ from the simulated earnings presented below. Our actual earnings depend on multiple factors including, but not limited to, the direction and timing of changes in interest rates, the movement of short-term interest rates relative to long-term rates, balance sheet composition, competitor actions affecting pricing decisions in our loans and deposits, the mix of promotional balances in our card portfolio, the level of interest charge-offs and recoveries, the influence of loan repayment rates on revolving balances and strategic actions undertaken by our management.

We have taken actions to bring our net interest income sensitivity closer to neutral as the Federal Reserve has slowed its pace of monetary policy tightening and the outlook for near-term U.S. economic growth may be weakening. The following table shows the impacts to net interest income over the following 12-month period that we estimate would result from an immediate and parallel change in interest rates affecting all interest rate sensitive assets and liabilities (dollars in millions):


	At September 30, 2023				At December 31, 2022
Basis point change	$		%		$		%
+100	$	116	0.86	%	$	183	1.40	%
-100	$	(113)	(0.83)	%	$	(190)	(1.45)	%

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Glossary of Acronyms

•ALCO: Asset and Liability Management Committee

•AOCI: Accumulated Other Comprehensive Income (Loss)

•ARRC: Alternative Reference Rates Committee

•ASC: Accounting Standards Codification

•ASU: Accounting Standards Update

•BTFP: Bank Term Funding Program

•CCAR: Comprehensive Capital Analysis and Review

•CCPA: California Consumer Privacy Act

•CECL: Current Expected Credit Loss

•CET1: Common Equity Tier 1

•CFPB: Consumer Financial Protection Bureau

•CME: Chicago Mercantile Exchange

•CPPA: California Privacy Protection Agency

•CPRA: California Privacy Rights Act

•DCENT: Discover Card Execution Note Trust

•DCMT: Discover Card Master Trust I

•DFS: Discover Financial Services

•EPS: Earnings Per Share

•ESG: Environmental, Social and Governance

•EWI: Early Warning Indicator

•FASB: Financial Accounting Standards Board

•FCA: UK Financial Conduct Authority

•FDIC: Federal Deposit Insurance Corporation

•FHLB: Federal Home Loan Bank

•GAAP: Accounting Principles Generally Accepted in the United States

•GLBA: Gramm-Leach-Bliley Act

•LIBOR: London Interbank Offered Rate

•NPI: Nonpublic Personal Information

•OCC: Office of the Comptroller of the Currency

•OCI: Other Comprehensive Income (Loss)

•RMBS: Residential Mortgage-Backed Securities

•SCB: Stress Capital Buffer

•SEC: Securities and Exchange Commission

•SOFR: Secured Overnight Financing Rate

•TDR: Troubled Debt Restructuring

•UDAAP: Unfair, Deceptive or Abusive Acts or Practices

•U.S.: United States of America

•USD: United States Dollar

•U.S. GSE: Government-sponsored Enterprise of the U.S.

•VIE: Variable Interest Entity

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 13: Litigation and Regulatory Matters to our condensed consolidated financial statements for a description of legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth information regarding purchases of our common stock related to our share repurchase program and employee transactions made by us or on our behalf during the most recent quarter.


Period	Total Number of Shares Purchased	Average Price Paid Per Share(3)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program(1)(4)	Maximum Dollar Value of Shares that may yet be purchased under the Plans or Programs(1)(4)
July 1 - 31, 2023
Repurchase program(1)(4)	—	$	—	—	$	2,225,091,655
Employee transactions(2)	2,009	$	118.11	N/A	N/A
August 1 - 31, 2023
Repurchase program(1)(4)	—	$	—	—	$	2,225,091,655
Employee transactions(2)	36,754	$	104.49	N/A	N/A
September 1 - 30, 2023
Repurchase program(1)(4)	—	$	—	—	$	2,225,091,655
Employee transactions(2)	1,666	$	90.31	N/A	N/A

Total
Repurchase program(1)(4)	—	$	—	—	$	2,225,091,655
Employee transactions(2)	40,429	$	104.59	N/A	N/A

(1)In April 2023, our Board of Directors approved a new share repurchase program authorizing the purchase of up to $2.7 billion of our outstanding shares of common stock through June 30, 2024. This share repurchase authorization replaced our prior $4.2 billion share repurchase program.

(2)Reflects shares withheld (under the terms of grants under employee stock compensation plans) to offset tax withholding obligations that occur upon the delivery of outstanding shares underlying restricted stock units or upon the exercise of stock options.

(3)Average price paid per share excludes any excise tax.

(4)Share repurchases were suspended because of an ongoing internal review of compliance, risk management and corporate governance. See "— Liquidity and Capital Resources — Capital" for additional information.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

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Item 5. Other Information

Insider Trading Arrangements

During the period covered by this report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Amended and Restated Company Bylaws

On October 26, 2023, the Company's Board of Directors (the "Board") approved and adopted, effective immediately, amended and restated bylaws of the Company (the "Amended and Restated Bylaws") to: (i) revise provisions regarding adjournment and lists of stockholders entitled to vote at stockholder meetings in light of recent amendments to the Delaware General Corporation Law (the “DGCL”); (ii) update the Company’s bylaws in connection with the SEC rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to certify to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than five business days prior to the applicable stockholder meeting; (iii) clarify certain representations and agreements that must be completed by proposing stockholders and proposed nominees, as applicable, in connection with a stockholder nomination; (iv) require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white; (v) shortened the period for which a proxy may validly be used from three years to eleven months; (vi) clarify that the power of the Board and the meeting chair to determine and address deficient nominations or proposals; and (vii) make certain other clarifications and administrative, technical or conforming revisions.

The preceding summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated herein by reference.

Immaterial Restatement of Prior Period Financial Statements

The following tables reflect the impacts of the card product misclassification and subsequent restatements of certain prior period amounts reported on the Company's consolidated financial statements. See Note 18 Immaterial Restatement of Prior Period Financial Statements to the Company's condensed consolidated financial statements for more information on the card product misclassification.

The prior period impacts to the Company's consolidated statements of financial condition were as follows (dollars in millions):


	December 31, 2021
	As Previously Reported		Restatement Impacts		As Restated
Assets
Other assets	$	3,906	$	72	$	3,978
Total assets	$	110,242	$	72	$	110,314

Liabilities and Stockholders' Equity
Liabilities
Accrued expenses and other liabilities	$	4,214	$	300	$	4,514
Total liabilities	$	96,834	$	300	$	97,134

Stockholders' Equity
Retained earnings	$	24,766	$	(228)	$	24,538
Total stockholders' equity	$	13,408	$	(228)	$	13,180
Total liabilities and stockholders' equity	$	110,242	$	72	$	110,314

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The prior period impacts to the Company's consolidated statements of income and the related impacts to the consolidated statements of comprehensive income were as follows (dollars in millions):


	For the Three Months Ended March 31, 2022						For the Year Ended December 31, 2022
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Other income
Discount and interchange revenue, net	$	320	$	(11)	$	309	$	1,424	$	(44)	$	1,380
Total other income	$	423	$	(11)	$	412	$	2,338	$	(44)	$	2,294

Other expense
Other expense	$	112	$	—	$	112	$	560	$	(20)	$	540
Total other expense	$	1,130	$	—	$	1,130	$	5,236	$	(20)	$	5,216

Income before income taxes	$	1,618	$	(11)	$	1,607	$	5,742	$	(24)	$	5,718
Income tax expense	$	376	$	(3)	$	373	$	1,350	$	(6)	$	1,344
Net income	$	1,242	$	(8)	$	1,234	$	4,392	$	(18)	$	4,374
Net income allocated to common stockholders	$	1,205	$	(8)	$	1,197	$	4,304	$	(18)	$	4,286
Basic earnings per common share	$	4.23	$	(0.03)	$	4.20	$	15.52	$	(0.07)	$	15.45
Diluted earnings per common share	$	4.22	$	(0.02)	$	4.20	$	15.50	$	(0.06)	$	15.44


	For the Year Ended December 31, 2021						For the Year Ended December 31, 2020
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Other income
Discount and interchange revenue, net	$	1,224	$	(36)	$	1,188	$	933	$	(21)	$	912
Total other income	$	2,570	$	(36)	$	2,534	$	1,858	$	(21)	$	1,837





Income before income taxes	$	7,064	$	(36)	$	7,028	$	1,435	$	(21)	$	1,414
Income tax expense	$	1,615	$	(9)	$	1,606	$	294	$	(5)	$	289
Net income	$	5,449	$	(27)	$	5,422	$	1,141	$	(16)	$	1,125
Net income allocated to common stockholders	$	5,351	$	(28)	$	5,323	$	1,104	$	(16)	$	1,088
Basic earnings per common share	$	17.85	$	(0.10)	$	17.75	$	3.60	$	(0.05)	$	3.55
Diluted earnings per common share	$	17.83	$	(0.09)	$	17.74	$	3.60	$	(0.06)	$	3.54

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The prior period impacts to the Company's consolidated statements of changes in stockholders' equity were as follows (dollars in millions):


	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Year Ended December 31, 2020
Balance at December 31, 2019	$	21,290	$	11,859
Net income	$	1,141	$	1,141
Balance at December 31, 2020	$	19,955	$	10,884

Restatement Impacts
For the Year Ended December 31, 2020
Balance at December 31, 2019	$	(185)	$	(185)
Net income	$	(16)	$	(16)
Balance at December 31, 2020	$	(201)	$	(201)

As Restated
For the Year Ended December 31, 2020
Balance at December 31, 2019	$	21,105	$	11,674
Net income	$	1,125	$	1,125
Balance at December 31, 2020	$	19,754	$	10,683

	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Year Ended December 31, 2021
Balance at December 31, 2020	$	19,955	$	10,884
Net income	$	5,449	$	5,449
Balance at December 31, 2021	$	24,766	$	13,408

Restatement Impacts
For the Year Ended December 31, 2021
Balance at December 31, 2020	$	(201)	$	(201)
Net income	$	(27)	$	(27)
Balance at December 31, 2021	$	(228)	$	(228)

As Restated
For the Year Ended December 31, 2021
Balance at December 31, 2020	$	19,754	$	10,683
Net income	$	5,422	$	5,422
Balance at December 31, 2021	$	24,538	$	13,180

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	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Twelve Months Ended December 31, 2022
Balance at December 31, 2021	$	24,766	$	13,408
Net income	$	4,392	$	4,392
Balance at December 31, 2022	$	28,453	$	14,590

Restatement Impacts
For the Twelve Months Ended December 31, 2022
Balance at December 31, 2021	$	(228)	$	(228)
Net income	$	(18)	$	(18)
Balance at December 31, 2022	$	(246)	$	(246)

As Restated
For the Twelve Months Ended December 31, 2022
Balance at December 31, 2021	$	24,538	$	13,180
Net income	$	4,374	$	4,374
Balance at December 31, 2022	$	28,207	$	14,344

	Retained Earnings		Total Stockholders' Equity
As Previously Reported
For the Three Months Ended March 31, 2022
Balance at December 31, 2021	$	24,766	$	13,408
Net income	$	1,242	$	1,242
Balance at March 31, 2022	$	25,833	$	13,433

Restatement Impacts
For the Three Months Ended March 31, 2022
Balance at December 31, 2021	$	(228)	$	(228)
Net income	$	(8)	$	(8)
Balance at March 31, 2022	$	(236)	$	(236)

As Restated
For the Three Months Ended March 31, 2022
Balance at December 31, 2021	$	24,538	$	13,180
Net income	$	1,234	$	1,234
Balance at March 31, 2022	$	25,597	$	13,197

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The prior period impacts to the Company's consolidated statements of cash flows were as follows (dollars in millions):


	For the Three Months Ended March 31, 2022						For the Year Ended December 31, 2022
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Cash flows provided by operating activities
Net income	$	1,242	$	(9)	$	1,233	$	4,392	$	(18)	$	4,374
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	$	(10)	$	(2)	$	(12)	$	(427)	$	(6)	$	(433)
Changes in assets and liabilities:

Increase in accrued expenses and liabilities	$	219	$	11	$	230	$	1,080	$	24	$	1,104
Net cash provided by operating activities	$	1,734	$	—	$	1,734	$	7,140	$	—	$	7,140


	For the Year Ended December 31, 2021						For the Year Ended December 31, 2020
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Cash flows provided by operating activities
Net income	$	5,449	$	(27)	$	5,422	$	1,141	$	(16)	$	1,125
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes	$	327	$	(9)	$	318	$	(672)	$	(5)	$	(677)
Changes in assets and liabilities:

Increase in accrued expenses and liabilities	$	410	$	36	$	446	$	136	$	21	$	157
Net cash provided by operating activities	$	6,019	$	—	$	6,019	$	6,196	$	—	$	6,196

The following tables reflect the impacts of the card product misclassification and subsequent restatements of certain prior period amounts reported on the Parent Company's financial statements.

The prior period impacts to the Parent Company's condensed statement of financial condition were as follows (dollars in millions):


	December 31, 2022						December 31, 2021
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Assets
Investments in non-bank subsidiaries	$	886	$	(246)	$	640	$	1,209	$	(228)	$	981
Total assets	$	18,553	$	(246)	$	18,307	$	17,740	$	(228)	$	17,512

Liabilities and Stockholders’ Equity
Stockholders' equity	$	14,590	$	(246)	$	14,344	$	13,408	$	(228)	$	13,180
Total liabilities and stockholders' equity	$	18,553	$	(246)	$	18,307	$	17,740	$	(228)	$	17,512

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The prior period impacts to the Parent Company's condensed statements of income and the related impacts to the condensed statements of comprehensive income were as follows (dollars in millions):


	For the Year Ended December 31, 2022						For the Year Ended December 31, 2021
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Equity in undistributed net income of subsidiaries	$	(224)	$	(18)	$	(242)	$	2,350	$	(27)	$	2,323
Net income	$	4,392	$	(18)	$	4,374	$	5,449	$	(27)	$	5,422
Comprehensive income	$	4,147	$	(18)	$	4,129	$	5,310	$	(27)	$	5,283


	For the Year Ended December 31, 2020
	As Previously Reported		Restatement Impacts		As Restated
Equity in undistributed net income of subsidiaries	$	501	$	(16)	$	485
Net income	$	1,141	$	(16)	$	1,125
Comprehensive income	$	1,305	$	(16)	$	1,289

The prior period impacts to the Parent Company's condensed statements of cash flows were as follows (dollars in millions):


	For the Year Ended December 31, 2022						For the Year Ended December 31, 2021
	As Previously Reported		Restatement Impacts		As Restated		As Previously Reported		Restatement Impacts		As Restated
Cash flows provided by operating activities
Net income	$	4,392	$	(18)	$	4,374	$	5,449	$	(27)	$	5,422
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries	$	224	$	18	$	242	$	(2,350)	$	27	$	(2,323)
Net cash provided by operating activities	$	4,425	$	—	$	4,425	$	3,169	$	—	$	3,169


	For the Year Ended December 31, 2020
	As Previously Reported		Restatement Impacts		As Restated
Cash flows provided by operating activities
Net income	$	1,141	$	(16)	$	1,125
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries	$	(501)	$	16	$	(485)
Net cash provided by operating activities	$	730	$	—	$	730

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Item 6. Exhibits

See "Exhibit Index" for documents filed herewith and incorporated herein by reference.

Exhibit Index


Exhibit Number						Description



3.1						Amended and Restated Bylaws of Discover Financial Services, as amended and restated on October 26, 2023.














10.1						Transition Letter, dated as of August 13, 2023, between Discover Financial Services and Roger C. Hochschild (filed as Exhibit 10.1 to Discover Financial Services’ Current Report on Form 8-K filed on August 14, 2023, and incorporated herein by reference thereto).







31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

101						Interactive Data File — the following financial statements from Discover Financial Services Quarterly Report on Form 10-Q formatted in inline XBRL: (1) Condensed Consolidated Statements of Financial Condition, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Comprehensive Income, (4) Condensed Consolidated Statements of Changes in Stockholders' Equity, (5) Condensed Consolidated Statements of Cash Flows and (6) Notes to the Condensed Consolidated Financial Statements.

104						Cover Page Interactive Data File — the cover page from Discover Financial Services Quarterly Report on Form 10-Q formatted in inline XBRL and contained in Exhibit 101.

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Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Discover Financial Services (Registrant)

			By:						/s/ JOHN T. GREENE
									John T. Greene Executive Vice President, Chief Financial Officer

Date: October 26, 2023