Part I FINANCIAL INFORMATION Financial Statements Q1 2025 financial statements report net income of $1.1 billion and diluted EPS of $4.25, with total assets at $147.9 billion Condensed Consolidated Statements of Financial Condition (Balance Sheet) | (dollars in millions) | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | $147,914 | $147,640 | | Net loan receivables | $109,295 | $112,795 | | Total deposits | $108,220 | $107,009 | | Long-term borrowings | $14,538 | $16,253 | | Total Liabilities | $128,951 | $129,714 | | Total Stockholders' Equity | $18,963 | $17,926 | Condensed Consolidated Statements of Income | (dollars in millions) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net interest income | $3,558 | $3,487 | | Provision for credit losses | $1,244 | $1,497 | | Total other income | $693 | $673 | | Total other expense | $1,563 | $1,544 | | Net income | $1,104 | $851 | | Diluted EPS | $4.25 | $3.25 | Condensed Consolidated Statements of Cash Flows | (dollars in millions) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,132 | $1,843 | | Net cash provided by investing activities | $3,006 | $358 | | Net cash (used for) provided by financing activities | ($802) | $514 | | Net increase in cash, cash equivalents and restricted cash | $4,336 | $2,715 | Note 1: Background and Basis of Presentation Discover, a digital banking and payment company, is proceeding with a $35.3 billion merger with Capital One, expected to close by May 2025 - On February 19, 2024, Discover entered into a merger agreement with Capital One Financial Corporation in an all-stock transaction valued at $35.3 billion28 - The merger with Capital One received all required regulatory approvals as of April 18, 2025, and is expected to close on or around May 18, 202529 - The company completed the sale of its private student loan portfolio during the fourth quarter of 202427 Note 3: Loan Receivables Total loan receivables decreased to $117.4 billion, with a $215 million allowance release due to improved credit quality and seasonal declines Loan Receivables Composition (in millions) | Loan Type | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Credit card loans | $99,027 | $102,786 | | Personal loans | $10,096 | $10,314 | | Home loans | $8,223 | $7,963 | | Total loan receivables | $117,403 | $121,118 | | Allowance for credit losses | ($8,108) | ($8,323) | | Net loan receivables | $109,295 | $112,795 | Allowance for Credit Losses Roll-Forward (Q1 2025, in millions) | Description | Amount | | :--- | :--- | | Balance at Dec 31, 2024 | $8,323 | | Provision for credit losses | $1,244 | | Net charge-offs | ($1,459) | | Balance at Mar 31, 2025 | $8,108 | - The $215 million release in the allowance for credit losses was primarily driven by a seasonal decline in receivables and improved credit quality in the credit card portfolio, partially offset by changes in macroeconomic forecasts52 Delinquency Rates (30+ Days Past Due) | Loan Type | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Credit card loans | 3.66% | 3.84% | | Personal loans | 1.68% | 1.69% | | Home loans | 1.22% | 1.23% | Note 11: Capital Adequacy DFS and Discover Bank met all Basel III capital requirements as of March 31, 2025, with DFS reporting a 14.7% CET1 ratio Capital Ratios as of March 31, 2025 | Ratio | Entity | Actual | Minimum Requirement | Well-Capitalized Requirement | | :--- | :--- | :--- | :--- | :--- | | CET1 Capital Ratio | DFS | 14.7% | ≥4.5% | N/A | | | Discover Bank | 11.9% | ≥4.5% | ≥6.5% | | Total Capital Ratio | DFS | 17.1% | ≥8.0% | ≥10.0% | | | Discover Bank | 14.1% | ≥8.0% | ≥10.0% | | Tier 1 Leverage Ratio | DFS | 12.8% | ≥4.0% | N/A | | | Discover Bank | 9.7% | ≥4.0% | ≥5.0% | - The company's three-year phase-in for the regulatory capital impact of the Current Expected Credit Losses (CECL) methodology ended on December 31, 2024105 Note 13: Litigation and Regulatory Matters The company addresses a $1.246 billion card product misclassification liability, with $250 million in regulatory penalties and ongoing SEC investigation - The counterparty restitution liability for the card product misclassification was $1.246 billion as of March 31, 2025135136 - In April 2025, the FDIC and Federal Reserve assessed combined civil money penalties of $250 million related to the card product misclassification, fully accrued as of September 30, 2024136 - The company is cooperating with an SEC investigation into the card product misclassification matter and believes additional losses are probable but cannot be reasonably estimated at this time137 - The estimated range of reasonably possible losses for all legal and regulatory proceedings, in excess of accrued amounts, is up to $60 million as of March 31, 2025128 Note 16: Segment Disclosures The Digital Banking segment reported $1.35 billion in Q1 2025 pre-tax income, while Payment Services generated $91 million Segment Income Before Income Taxes (in millions) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Digital Banking | $1,353 | $1,037 | | Payment Services | $91 | $82 | | Total | $1,444 | $1,119 | - The Digital Banking segment includes Discover-branded credit cards, personal loans, home loans, and deposit products170 - The Payment Services segment includes the PULSE network, Diners Club, and the Network Partners business170 Note 18: Subsequent Events Subsequent events include $250 million in regulatory penalties assessed in April 2025 and the Capital One merger receiving final regulatory approval - On April 16, 2025, the FDIC assessed a $150 million penalty, and on April 18, 2025, the Federal Reserve assessed a $100 million penalty, both fully accrued as of September 30, 2024175 - On April 18, 2025, the Federal Reserve and the OCC approved the pending merger with Capital One176 Management's Discussion and Analysis (MD&A) MD&A highlights a 30% net income increase to $1.1 billion, driven by lower credit loss provisions, improved loan quality, and strong liquidity Q1 2025 vs Q1 2024 Performance Summary | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Income | $1.1B | $851M | +30% | | Diluted EPS | $4.25 | $3.25 | +31% | | Provision for Credit Losses | $1.24B | $1.50B | -17% | | Net Interest Income | $3.56B | $3.49B | +2% | - The increase in net income was primarily driven by a lower provision for credit losses and decreased interest expense, partially offset by lower interest income from a smaller average loan portfolio214217 - The company has paused share repurchases through the completion of the merger with Capital One, in accordance with the merger agreement289306 Regulatory Environment and Developments The company navigates evolving regulatory changes, including Basel III and long-term debt requirements, with capital plan adjustments due to the Capital One merger - Proposed amendments to Basel III rules could significantly revise risk-based capital requirements for banks with assets over $100 billion, including DFS186 - A separate proposal would require DFS to maintain minimum levels of outstanding long-term debt187 - Due to the pending merger with Capital One, the company resubmitted its capital plan and must receive prior approval from the Federal Reserve for capital distributions190282 Critical Accounting Estimates Allowance for credit losses is a critical estimate, with sensitivity analysis showing a $487 million increase under the most adverse economic scenario - The allowance for credit losses is a critical accounting estimate due to the significant judgment involved, particularly in selecting macroeconomic forecasts207209 - The Q1 2025 allowance was based on a macroeconomic forecast projecting a weighted average unemployment rate peaking at 4.88% in Q2 2026 and real GDP growth of 1.69% in 2025230 - Sensitivity analysis indicates that using the most adverse economic scenario would increase the allowance for credit losses by approximately $487 million211 Loan Quality Loan quality improved in Q1 2025, with credit card net charge-off rates decreasing to 5.47% and delinquency rates falling to 3.66% Net Charge-off Rates (Annualized) | Loan Type | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Credit card loans | 5.47% | 5.66% | | Personal loans | 4.21% | 4.02% | Delinquency Rates (30+ Days) | Loan Type | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Credit card loans | 3.66% | 3.84% | | Personal loans | 1.68% | 1.69% | - The provision for credit losses decreased to $1.24 billion in Q1 2025 from $1.53 billion in Q1 2024 (excluding unfunded commitments adjustment), driven by improved credit quality in the credit card portfolio228233 Liquidity and Capital Resources The company maintains strong liquidity with $84.6 billion in total sources and a 14.7% CET1 ratio, pausing share repurchases due to the merger Liquidity Sources (in billions) | Source | March 31, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Liquidity portfolio (Cash, Investments) | $30.2 | $27.3 | | Private asset-backed securitizations (undrawn) | $3.5 | $3.5 | | FHLB of Chicago (undrawn) | $4.9 | $4.7 | | Federal Reserve discount window (undrawn) | $46.0 | $46.5 | | Total Liquidity Sources | $84.6 | $82.0 | - Primary funding sources include $92.4 billion in direct-to-consumer deposits and $15.8 billion in brokered deposits243 - The Board of Directors declared a quarterly cash dividend of $0.70 per common share, but Discover common stockholders are expected to receive the Capital One dividend instead due to the expected merger closing date286 - Share repurchases have been paused through the completion of the merger with Capital One289 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk, with a 100 basis point rate increase estimated to raise net interest income by $52 million Estimated 12-Month Impact on Net Interest Income from a Parallel Rate Shift | Basis Point Change | At March 31, 2025 ($M) | At Dec 31, 2024 ($M) | | :--- | :--- | :--- | | +100 | $52 | $52 | | -100 | ($50) | ($25) | - The company's primary market risk exposure is from changes in interest rates, which affect net interest income291 - The company uses interest rate swaps to manage the repricing characteristics of its assets and liabilities293 Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period300 - No material changes to internal control over financial reporting occurred during the quarter301 Part II OTHER INFORMATION Legal Proceedings Legal proceedings are detailed in Note 13 of the condensed consolidated financial statements - For a description of legal proceedings, see Note 13: Litigation and Regulatory Matters to the condensed consolidated financial statements304 Risk Factors No material changes to risk factors were reported from the prior Annual Report on Form 10-K - No material changes to risk factors were reported for the period305 Unregistered Sales of Equity Securities and Use of Proceeds Share repurchases are paused due to the Capital One merger, with 144,509 shares withheld for employee tax obligations - Share repurchases have been paused through the completion of the merger with Capital One306 Employee Transactions (Q1 2025) | Description | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Employee transactions (tax withholding) | 144,509 | $200.78 | Other Information No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or executive officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter312
Discover Financial Services(DFS) - 2025 Q1 - Quarterly Report