United States securities and exchange commission logo
October 28, 2021
John T. Greene
Executive Vice President, Chief Financial Officer
Discover Financial Services
2500 Lake Cook Road
Riverwoods, Illinois 60015
Re: Discover Financial
Services
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed February 17,
2021
File No. 001-33378
Dear Mr. Greene:
We have reviewed your October 6, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 23, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 1A. Risk Factors, page 25
1. We reissue in part
comment 1. We note your response to this comment. Tell us about
other potential
litigation risks to which you could be exposed other than operational loss
or disruption due to
the increasing frequency of natural disasters and other extreme
weather events.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 50
2. We reissue in part
comment 2. Please tell us whether you have identified any
pending climate
change-related legislation, regulations, and international accords that
could have a material
effect on your business, financial condition, and results of
John T. Greene
Discover Financial Services
October 28, 2021
Page 2
operations. Please also tell us your process for identifying such
developments and how
you assessed potential materiality. In addition, explain how you
considered providing
disclosure addressing the difficulties involved in assessing the
timing and effect of
pending climate-related laws, regulations or guidance.
3. We reissue in part comment 3. Tell us what consideration you gave to
providing the type
of climate-related disclosure in your SEC filings as provided in your
Corporate
Responsibility Report.
4. We reissue in part comment 4. Please tell us how you considered
providing a discussion
of the significant physical effects of climate change on your
operations and results, such
as effects on the severity of weather. As part of your response,
address the potential for
indirect weather-related impacts that have affected or may affect your
third-party vendors
or third-party service providers.
5. We reissue in part comment 5. Your response indicates in part, "We
recognize that a
material increase in the incidence of severe weather events or trends
could potentially
have a material adverse impact on our business operations, customers
and/or heighten
regulatory expectations around managing such risks." Please tell us
about the transition
risks identified as part of your risk management activities and
explain why you
concluded that disclosure was not necessary. Consistent with our prior
comment, include
information about specific transition risks beyond those related to an
increase in the
incidence of severe weather events, such as policy and regulatory
changes, market trends,
credit risks, and technological changes.
6. Your response to comment 6 states that you have not incurred material
compliance costs
related to climate change. Describe the nature of the compliance costs
you have incurred
and provide us with quantitative information supporting your statement
that the related
amounts were not material.
You may contact Todd Schiffman at 202-551-3491 or Erin Purnell at
202-551-3454 if
you have questions regarding these comments.
FirstName LastNameJohn T. Greene Sincerely,
Comapany NameDiscover Financial Services
Division of
Corporation Finance
October 28, 2021 Page 2 Office of Finance
FirstName LastName