implementing regulations could have a material adverse effect on Discover Bank’s business, results of operations and financial condition.
Securities and Exchange Commission
In August 2014, the SEC adopted revised rules for asset-backed securities offerings (“SEC Regulation AB II”) that substantially changed the disclosure, reporting and offering process for public offerings of asset-backed securities, including those offered under Discover Bank’s credit card securitization program. In its adopting release for SEC Regulation AB II, the SEC has indicated it may revisit certain proposals not reflected in the final rules, such as grouped data for credit card securitizations, in the future.
On August 31, 2011, the SEC issued an advance notice of proposed rulemaking relating to the exemptions the master trust and note issuance trust rely on to avoid registration as investment companies. At this time, we cannot predict what form the related proposed and final rules will take, or whether such rules would materially impact Discover Bank’s securitization program.
On October 21, 2014, the FDIC adopted regulations that would mandate a minimum five percent risk retention requirement for securitizations that are issued after December 24, 2016, the date which is two years after the regulations were published in the Federal Register. The SEC, the Federal Reserve and certain other banking regulators have also approved the risk retention regulations (“Regulation RR”). See “The Originator and Sponsor—Credit Risk Retention” in this prospectus for information on how Discover Bank complies with these risk retention requirements.
Also, Congress may move to further regulate holding companies that own depository institutions, such as Discover Bank, which could result in additional complexity and expense. Furthermore, various federal and state agencies and standard-setting bodies may, from time to time, enact new or amend existing accounting rules or standards that could impact the master trust’s performance or Discover Bank’s capital or capital requirements. See
“— FDIC Rule Regarding Securitizations.”
(7) Threats to Data Security
The direct banking and network operations of Discover Financial Services and its subsidiaries, including Discover Bank (collectively, “DFS”), rely heavily on the secure processing, storage and transmission of confidential information about Discover Bank, the master trust, the note issuance trust, Discover Bank’s customers and third parties with which Discover Bank does business. Information security risks for financial institutions have increased and continue to increase in part because of the proliferation of new technologies, the use of the internet, mobile and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, activists, hackers, terrorist organizations, nation state actors and other external parties. Those parties may also attempt to fraudulently induce employees, customers or other users of DFS’s systems to disclose sensitive information in order to gain access to DFS’s data or that of DFS’s customers.
DFS’s technologies, systems, networks and software, and those of other financial institutions, have been, and are likely to continue to be, the target of increasingly frequent cyber-attacks, malicious code, computer viruses, denial of service attacks, phishing and social engineering, other remote access attacks, and physical attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure.
Despite DFS’s efforts to ensure the integrity of its systems through its information security and business continuity programs, it may not be able to anticipate or to implement effective preventive measures against all known and unknown security threats or breaches or events of these types, especially because the techniques used change frequently and are becoming increasingly more sophisticated or are not recognized until launched, and because:
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