Name of each exchange on whichregistered Trading symbol(s) New York Stock Exchange Common Stock, par value $0.01 pershare Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsof "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Large AcceleratedFiler Accelerated Filer Non-accelerated Filer Smaller Reporting Company Emerging GrowthCompanyIf 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 providedpursuant 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 theExchange Act).Yes☐No☐ As of December 13, 2024, there were 251,226,920 shares of the registrant's Common Stock, parvalue $0.01 per share, outstanding. DISCOVER FINANCIAL SERVICESQuarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 TABLE OF CONTENTS Part IFINANCIAL INFORMATIONItem 1.Financial Statements1Item 2.Management's Discussion and Analysis of Financial Condition and Results ofOperations48Item 3.Quantitative and Qualitative Disclosures about Market Risk73Item 4.Controls and Procedures74Part IIOTHER INFORMATIONItem 1.Legal Proceedings77Item 1A.Risk Factors77Item 2.Unregistered Sales of Equity Securities and Use of Proceeds77Item 3.Defaults Upon Senior Securities77Item 4.Mine Safety Disclosures77Item 5.Other Information77Item 6.Exhibits78 Except as otherwise indicated or unless the context otherwise requires, "Discover FinancialServices," "Discover," "DFS," "we," "us," "our," and "the Company" refer to Discover Financial Servicesand its subsidiaries. See Glossary of Acronyms, located after Part I — Item 4, for terms and abbreviationsused throughout the quarterly report. We own or have rights to use the trademarks, trade names and service marks that we use inconjunction with the operation of our business, including, but not limited to Discover®, PULSE®, CashbackBonus®, Discover Cashback Checking®, Discover it®, Freeze it®, College Covered®and Diners ClubInternational®. All other trademarks, trade names and service marks included in this quarterly report onForm 10-Q are the property of their respective owners. Table of Contents Part I.FINANCIAL INFORMATIONItem 1.Financial Statements Table of Contents DISCOVER FINANCIAL SERVICESCondensed Consolidated Statements of Financial Condition (unaudited)(dollars in millions) The table below presents the carrying amounts of certain assets and liabilities of Discover FinancialServices' consolidated variable interest entities ("VIEs"), which are included in the condensedconsolidated statements of financial condition above. The assets in the table below include those assetsthat can only be used to settle obligations of the consolidated VIEs. The liabilities in the table belowinclude third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminatein consolidation. The liabilities also exclude amounts for which creditors have recourse to the generalcredit of Discover Financial Services. Table of Contents DISCOVER FINANCIAL SERVICESCondensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)(dollars in millions, shares in thousands) Table of Contents 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 servicescompany. The Company is a bank holding company under the Bank Holding Company Act of 1956 and afinancial holding company under the Gramm-Leach-Bliley Act. Therefore, the Company is subject tooversight, 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 servicesthrough its subsidiaries. The Company offers its customers credit card loans, personal loans, home loansand deposit products. The Company also operates the Di