UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 8.01. Other Events.
As previously announced in July 2022, Discover Financial Services (the “Company”) suspended its share repurchase program because of an investigation relating to its student loan servicing practices and related compliance matters conducted under the oversight of a board-appointed independent special committee. The investigation has been completed, and the Company has determined that it will resume repurchases under its existing share repurchase program authorizing up to $4.2 billion of share repurchases through June 30, 2023.
The Company continues to communicate with the supervisory staff of its regulators regarding the internal investigation, and it may be subject to reviews, investigations, proceedings, or other actions in connection with its student loan servicing practices and related compliance matters.
Forward-Looking Statements
This 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,” and similar expressions. Such statements are based upon the current beliefs and expectations of the company’s 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 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: the company’s ability to manage its credit risk, market risk, liquidity risk, operational risk, compliance and legal 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 the company’s investment portfolio; limits on the company’s ability to pay dividends and repurchase its common stock; and limits on the company’s ability to receive payments from its subsidiaries.
Additional factors that could cause the company’s results to differ materially from those described in the forward-looking statements can be found under “Risk Factors,” “Business - Competition,” “Business - Supervision and Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the year ended December 31, 2021, which is filed with the SEC and available at the SEC’s internet site (http:// www.sec.gov) and subsequent reports on Forms 8-K and 10-Q.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DISCOVER FINANCIAL SERVICES | ||||||
| Dated: November 16, 2022 | By: | /s/ Philip J. Castrogiovanni | ||||
| Name: | Philip J. Castrogiovanni | |||||
| Title: | Vice President, Secretary and Deputy General Counsel | |||||