An inability If we fail to realize the full extent of the anticipated benefits of the Transaction, as well as any delays encountered in the integration process, or if those benefits take longer to realize than expected, it could have an adverse effect on our revenues, levels business, financial condition and results of expenses and operating results following the completion of the Transaction. operations.
We may rely on quantitative models and, in some cases, the use of AI. We also rely on our ability to manage and aggregate data in an accurate and timely manner, to assess and manage our various risk exposures, to create estimates and forecasts, and to manage compliance with regulatory capital requirements. In particular, we use models and AI in certain processes such as and may expand our use of AI in additional processes in the future. Some examples may include determining the pricing of various products, identifying potentially fraudulent transactions, grading loans and loans, extending credit, measuring market and interest rate and other market risks, predicting deposit levels or loan losses, assessing capital adequacy, calculating managerial and regulatory capital levels, estimating the value of financial instruments and balance sheet items, software development, personalizing customer experiences and other operational functions. Development We continue to invest in building new capabilities that use new AI technologies, such as generative AI, and implementation of some we expect our use of these models, such as the models for credit loss accounting under CECL, require us technologies to make difficult, subjective and complex judgments. Our risk reporting and management, including business decisions based on information incorporating models and the use of AI, depend on the effectiveness of our models and AI and our policies, programs, processes and practices governing how data, models and AI, as applicable, are acquired, validated, stored, protected, processed and analyzed. Any issues with the quality or effectiveness of our data aggregation and validation procedures, as well as the quality and integrity of data inputs, formulas or algorithms, could result in inaccurate forecasts, ineffective risk management practices or inaccurate risk reporting. In addition, models and AI based on historical data sets might not be accurate predictors of future outcomes and their ability to appropriately predict future outcomes may degrade increase over time due to limited historical patterns, extreme or unanticipated market time.
For additional risks related to the Transaction, see “Risks Relating to the Acquisition Transaction and Integration of Discover” and the section entitled “Risk Factors” included in our joint proxy statement/prospectus included in the registration statement declared effective by the SEC on January 6, 2025. Discover.”
We may use models and AI in processes such as determining the pricing of various products, identifying potentially fraudulent transactions, grading loans and extending credit, measuring interest rate and other market risks, predicting deposit levels or loan losses, assessing capital adequacy, calculating managerial and regulatory capital levels, estimating the value of financial instruments and balance sheet items, and other operational functions. Development The development and implementation of some of these models, such as the models for credit loss accounting under CECL, require us to make difficult, subjective and complex judgments. Our risk reporting and risk management, including our business decisions that are based on information incorporating gathered through models and the use of AI, depend on the effectiveness of our models and AI and AI. They also depend on our policies, programs, processes and practices governing how data, models and AI, as applicable, AI are acquired, validated, stored, protected, processed and analyzed. Any analyzed, including our data aggregation and validation procedures, and any issues with the quality or effectiveness of our data aggregation and validation procedures, as well as the quality and integrity of data inputs, formulas or algorithms, foregoing could result in inaccurate forecasts, ineffective risk management practices or inaccurate risk reporting. In addition, models and AI based on historical data sets might not be accurate predictors of future outcomes and their ability to appropriately predict future outcomes may degrade over time due to limited historical patterns, extreme or unanticipated market have negative consequences.
Legislative and regulatory bodies in a number of countries have sought, or are currently seeking, to reduce interchange fees through legislation, competition-related regulatory proceedings, voluntary agreements, central bank regulation and/or litigation. In the United States, interchange reimbursement rates for credit card transactions are set by credit card networks such as MasterCard and Visa. In the United States, the Federal Reserve’s Regulation II (Debit Card Interchange Fees and Routing) places limits on the interchange fees that issuers may charge, and requires additional routing requirements for, debit cards issued on four-party networks, such as the remaining debit cards issued by the Bank on networks operated by third parties. On other than the Global Payment Network. In October 25, 2023, the Federal Reserve released a notice of proposed rulemaking to revise Regulation II to further reduce the cap on interchange fees that debit card issuers covered by Regulation II can receive for covered debit card transactions. In August 2025, a North Dakota district court ruled that the Federal Reserve exceeded its statutory authority when it originally promulgated Regulation II in 2011. As a result, the court vacated Regulation II, although the court stayed the vacatur order to allow time for the resolution of an appeal and allowed the Federal Reserve’s 2023 proposed rule to go into effect if it becomes finalized. Conversely, a district court in Kentucky ruled that the Federal Reserve acted in accordance with its statutory authority when it promulgated Regulation II and upheld the regulation. Any changes to Regulation II and the debit interchange regulatory scheme, including as a result of the ultimate resolution of these district court decisions, which remains unknown, may result in lower debit card interchange fees for cards issued on four-party networks. Such lower fees could, in turn, result in market pressures that reduce the discount rate charged for debit cards issued by the Bank on the Global Payment Network. For more information on these rules, Regulation II and the Federal Reserve’s 2023 proposed rule, please see “Item “Part I—Item 1. Business—Supervision and Regulation.” At the state level, Illinois passed a law prohibiting interchange State legislatures and regulatory agencies may also seek to enact legislation and regulation to limit fees on state taxes and gratuities, which would go into effect July 2025, though it is being challenged in the courts. or discount rates charged by networks.
We rely on quantitative models and in some cases the use of AI, as well as our ability to manage and aggregate data in an accurate and timely manner, to assess and manage our various risk exposures, create estimates and forecasts, and manage compliance with regulatory capital requirements. We continue to invest in building new capabilities that employ new AI technologies such as generative AI, and we expect our use of these technologies to increase over time. However, there are significant risks involved in utilizing models and AI and no assurance can be provided that our use will enhance our business or produce only intended or beneficial results. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete or misleading output, unexpected results, errors or inadequacies, any of which may not be easily detectable. AI may subject us to new or heightened legal, regulatory, ethical, ethical or other challenges; challenges, and a negative public opinion of AI could impair impede the acceptance of AI solutions. Accordingly, if If the models or AI solutions that we or a third party create and use or use, the data inputs, formulas, or algorithms on which such models or AI solutions rely – or if the content, analyses or recommendations that the models or AI solutions assist in producing in our products and services, are, or produce are (or are perceived to be be) deficient, inaccurate, biased, unethical or controversial, controversial – we could incur operational inefficiencies, competitive harm, legal liability, or brand or reputational harm, or harm. We could also incur other adverse impacts on our business businesses and financial results. We also may incur liability through the violation of be liable if we were to violate applicable laws and regulations, third-party intellectual property, privacy or other rights, or contracts we have. Further, the use of models and AI solutions within products or services that we use or that are used by our third-party service providers may pose similar risks, and we have limited ability to control the manner in which we third-party products are a party. developed or maintained or the manner in which third-party services are provided.
In addition, following The Company, including Discover’s business acquired in the Transaction, we may be subject to increased scrutiny by, and/or may require additional regulatory requirements of, compliance with, governmental authorities in connection with the Transaction as a result of the Transaction or an increase in the size, scope and complexity of our the combined company’s business operations, which may have an adverse effect on our business, operations financial condition and results of operations. Also, if the Company were to become a Category II institution due to an increase in size or stock price. cross-jurisdictional activity, it would become subject to certain additional or enhanced regulatory requirements. See “We may not be able to maintain adequate capital or liquidity levels or may become subject to revised capital or liquidity requirements, which could have a negative impact on our financial results and our ability to return capital to our stockholders.” for additional information.
confidential information or infringement, a misappropriation or other violations of our intellectual property rights and a resulting loss of competitive advantage. In certain situations, we may be compelled to engage in intellectual property-related litigation to enforce our intellectual property rights, which may incur significant expense and may be perceived negatively by customers or industry partners, thus potentially resulting in reputational harm and may adversely impact our business, financial position and results of operations. In addition, our competitors or other third parties may obtain patents for innovations that are used in our industry or allege that our operations, marketing, trademarks, systems, processes, or technologies infringe, misappropriate or violate their intellectual property rights. Given the complex, rapidly changing and competitive technological and business environments in which we operate, if our competitors or other third parties are successful in obtaining such patents or prevail in intellectual property-related litigation or demands against us, we could lose significant revenues, incur significant license, royalty, technology development or other expenses, or pay significant damages. Furthermore, given intellectual property ownership and license rights surrounding AI, such as generative AI, are currently not fully addressed by courts or regulators, any output created by us using AI may not be subject to copyright or other intellectual property protection, which may adversely affect our intellectual property or other proprietary rights in, or ability to commercialize or use, any such output, and our use or adoption of AI may result in exposure to claims by third parties.