---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-265265"
form_type: "8-K"
ticker: null
cik: "0001393612"
company_name: "Discover Financial Services"
filed_at: "2024-11-25T23:59:59+00:00"
generated_at: "2026-05-29T18:46:07.633246+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Discover restates 2022-2024 financials after SEC challenge on card pricing error; NYSE listing at risk

## Summary
- Audit committee concludes prior financial statements should no longer be relied upon; will restate using Alternative Approach with ~$1,047M cumulative revenue error.
- Restatement reallocates $600M from Q1 2024 expense to prior periods; $124M interest moved to late 2023; $60M incremental overcharges identified.
- As of Dec 31, 2023: assets +$190M, liabilities +$783M, retained earnings -$593M. 2023 pre-tax income reduced ~$190M to $3,636M.
- For 9M ended Sep 30, 2024: pre-tax income +$700M to $4,462M vs. previously reported Q3 2024 figures.
- NYSE notice for late 10-Q filing; company expects restated financials before year-end, followed by Capital One merger proxy statements.

## SEC filing metadata
- accession: 0001193125-24-265265
- form_type: 8-K
- cik: 0001393612
- company_name: Discover Financial Services
- filed_at: 2024-11-25T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.01, 4.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1393612/000119312524265265/0001193125-24-265265-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1393612/000119312524265265/d875437d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-265265
- JSON: https://secwatch.observer/filing/0001193125-24-265265.json
- Plain text: https://secwatch.observer/filing/0001193125-24-265265.txt

## Key facts
- Auditor Changes
  Discover Financial Services reported that prior financial statements should not be relied upon.
  - Action: non reliance
  source text: On November 25, 2024, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), acting on the recommendation of management, and after discussion with Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, concluded that (i) the Company’s audited financial statements as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023 and (ii) the Company’s unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q previously filed with the SEC for the fiscal quarters ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 (collectively, the “Prior Periods”), should no longer be relied upon and should be restated
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393612/000119312524265265/0001193125-24-265265-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.