探索金融服务 2023年度报告

FORM 10-K/A(Amendment No.1)(Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the year ended December 31, 2023☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission 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: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐ Yes☐No☐ Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Smaller Reporting Company☐Non-accelerated Filer☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation of the effectiveness of its internal control overfinancial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐The aggregate market value of the common equity held by non-affiliates of the registrant on the last business day of the registrant’smost recently completed second fiscal quarter was approximately $29,097,770,033. As of December 13, 2024, there were 251,226,920 shares of the registrant’s Common Stock, par value $0.01 per share,outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its annual stockholders’ meeting held on May 09, 2024 are incorporated byreference in Part III of this Form 10-K/A. EXPLANATORY NOTE Discover Financial Services (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this“Form 10-K/A”) to amend and restate its audited financial statements and related footnote information asof December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023,previously included in its Annual Report on Form 10-K filed with the Securities and ExchangeCommission (the “SEC”) on February 23, 2024 (the “Original Report”). This Form 10-K/A, also includesrestated quarterly financial information pertaining to the Company’s previously issued (i) unauditedcondensed consolidated statements of financial condition as of March 31, 2023, June 30, 2023, andSeptember 30, 2023, (ii) unaudited condensed consolidated statements of income, including the relatedstatements of comprehensive income, for the three months ended March 31, 2023 and 2022, three andsix months ended June 30, 2023 and 2022, and three and nine months ended September 30, 2023 and2022, (iii) unaudited condensed consolidated statements of cash flows for the three months ended March31, 2023 and 2022, six months ended June 30, 2023 and 2022, and nine months ended September 30,2023 and 2022, (iv) unaudited condensed consolidated statements of changes in stockholders' equity forthe three months en