8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2008

 DISCOVER FINANCIAL SERVICES

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33378

Delaware	36-2517428
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

2500 Lake Cook Road, Riverwoods, Illinois 60015

(Address of principal executive offices, including zip code)

(224) 405-0900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On December 18, 2008, Discover Financial Services (the “Company”) released financial information with respect to the quarter and year ended November 30, 2008. A copy of the press release containing this information is attached hereto as Exhibit 99.1 and incorporated herein by reference. In addition, a copy of the Company's Financial Data Supplement for the quarter and year ended November 30, 2008 is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly stated by specific reference in such filing.

Item 9.01.            Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of the Company dated December 18, 2008 containing financial information for the quarter and year ended November 30, 2008
99.2	Financial Data Supplement of the Company for the quarter and year ended November 30, 2008

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: December 18, 2008	By:	/s/ Christopher Greene
		Name:  Christopher Greene
		Title:  Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated December 18, 2008 containing financial information for the quarter and year ended November 30, 2008
99.2	Financial Data Supplement of the Company for the quarter and year ended November 30, 2008

EX-99.1

Exhibit 99.1

DISCOVER FINANCIAL SERVICES REPORTS FOURTH QUARTER RESULTS:

NET INCOME OF $432 MILLION AND EARNINGS PER SHARE OF $0.89

Riverwoods, IL, Dec. 18, 2008 - - Discover Financial Services (NYSE: DFS) today reported results for the quarter and year ended November 30, 2008 as follows:

	Continuing  Operations		Discontinued Operations	Net Income
	Earnings	Diluted EPS	Earnings	Earnings	Diluted EPS
	(millions)		(millions)	(millions)
4Q08	$444	$0.92	($12)	$432	$0.89
4Q07	$210	$0.44	($266)	($56)	($0.12)
2008	$1,063	$2.20	($135)	$928	$1.92
2007	$964	$2.01	($375)	$589	$1.23

Full year income from continuing operations was $1.1 billion, up 10% from last year.  Fourth quarter income from continuing operations was $444 million, up from $210 million in the fourth quarter of 2007.  Income from continuing operations includes antitrust litigation settlement proceeds of approximately $535 million (after-tax) in the fourth quarter of 2008.  Discontinued operations relates to the sale of the Goldfish business.

Fourth Quarter Highlights

·        The company grew managed loans 6% from last year to $51 billion; Discover Card sales declined 2% to $22 billion.

·        The fourth-quarter managed net charge-off rate was 5.48% and the managed over 30 days delinquency rate was 4.56%.

·        The company added reserves in excess of charge-offs of $415 million.

·        Owned loans grew $3.5 billion from the third quarter, including $2.6 billion due to maturing securitizations retained on the balance sheet.

·        Total deposits grew 15% to $29 billion, including $6 billion of direct-to-consumer deposit balances.

·        Third-Party Payments segment volume grew 39% to $34 billion, including $7 billion of Diners Club International volume.

“Our results and financial position reflect our conservative orientation toward growth, credit risk and capital management as we position Discover to weather the economic downturn,” said David Nelms, chief executive officer of Discover Financial Services.  “As part of our capital management, we are seeking to participate in the Treasury’s Capital Purchase Program which will further support our consumer lending operations.”

1

Settlement of Antitrust Litigation

On October 27, 2008 Discover reached a $2.75 billion settlement of its antitrust lawsuit with Visa and MasterCard.  Discover received an $863 million payment in November 2008, and expects to receive the remaining proceeds in equal $472 million installments over the four quarters of 2009.  The proceeds will be reflected as revenue in Discover’s U.S. Card segment in the period earned.

At the time of the spin-off of the company, Morgan Stanley and Discover entered into an agreement governing the manner in which the antitrust case was to be pursued and settled and how proceeds of the litigation were to be shared.  The company has notified Morgan Stanley that it breached the agreement and the amount of the dividend to Morgan Stanley, if any, is a matter of dispute.

Liquidity and Capital

The company continues to maintain liquidity and capital positions that it believes are appropriate for the current environment.  Cash liquidity was $9.4 billion and tangible equity was $5.5 billion, or 11.0% of net managed receivables, at November 30, 2008. The company applied to the U.S. Treasury to participate in the Capital Purchase Program and to the Federal Reserve to become a bank holding company.

Segment Results (Managed Basis):

U.S. Card

Managed loans grew to $51 billion, up 6% from last year and 1% from last quarter as decreased consumer spending and balance transfer activity were offset by lower cardmember payments and growth in installment loans.  Sales volume decreased 2% versus fourth quarter of 2007, and increased 2% on a full year basis.

Credit performance of the Card portfolio was consistent with Discover’s expectation as charge-offs rose, reflecting the deteriorating economic environment.  The managed over 30 days delinquency rate of 4.56% was up 71 basis points from the third quarter of 2008, and 98 basis points from last year.  The managed net charge-off rate increased to 5.48% for the fourth quarter of 2008, up 28 and 163 basis points, respectively, from last quarter and last year.  The full year net charge-off rate was 5.01% up 118 basis points from last year.  Based on current trends within the portfolio and in the economic environment, the company believes that the managed net charge-off rate in the first quarter of 2009 will exceed 6%.

2

Fourth Quarter

Pretax income was $646 million in the fourth quarter of 2008, including other income of $863 million related to proceeds from the antitrust settlement.  Pretax income was $321 million for the fourth quarter of 2007.

Managed net interest income increased $162 million, or 18%, an improvement of 79 basis points over fourth quarter of 2007.  Higher net interest income benefited from lower cost of funds, growth in loan balances and accretion of balance transfer fees previously included in loan fee revenue, partially offset by higher interest charge-offs.

Provision for loan losses increased $521 million, or 89%, due to higher net charge-offs and an increase in loan loss reserves in excess of charge-offs in the quarter.  The reserve increase in excess of charge-offs of $415 million resulted from a higher reserve rate as well as higher on-balance sheet loans due to maturing securitizations.

Other income increased $630 million, reflecting the antitrust settlement partially offset by a reduction in the fair value of the interest-only strip receivable.  The decline in the fair value of the interest-only strip receivable was due to no securitization gains in the fourth quarter as the company did not enter into new securitization transactions, along with higher anticipated charge-offs in the current environment.

Expenses decreased $54 million, or 9%, primarily attributable to lower compensation and marketing expense partially offset by increased professional fees.  Compensation expense included a $39 million one-time benefit due to curtailment of the company’s pension plan.  Marketing declined due to lower account acquisition and balance transfer volume as well as lower advertising costs.

Full Year

Pretax income was $1.6 billion in 2008, including other income of $863 million related to the antitrust settlement.  Pretax income was $1.5 billion for 2007.

Managed net interest income increased $551 million, or 15%, an improvement of 79 basis points over 2007, reflecting an increase in interest income and a decrease in interest expense.  Interest income benefited from growth in loan balances and the transfer of balance transfer fees to interest income, partially offset by higher interest charge-offs and lower investment income.  Interest expense decreased reflecting a lower cost of funds, partially offset by higher borrowings to fund higher loan balances.

Provision for loan losses increased $1.2 billion, or 66%, due to higher net charge-offs and an increase in loan loss reserves in excess of charge-offs during the year.  The reserve increase in excess of charge-offs of $615 million resulted from a higher reserve rate as well as higher on-balance sheet loans due to maturing securitizations.

3

Other income increased $673 million reflecting the antitrust settlement and higher discount and interchange revenue, partially offset by a write-down of the interest-only strip receivable and the transfer of balance transfer fees to interest income.  Discount and interchange revenue benefited from growth in sales volume.

Expenses decreased $79 million, or 3%, primarily attributable to the pension curtailment benefit; lower account acquisition and promotional marketing activity; and a decrease in costs related to litigation.

Third-Party Payments

Fourth Quarter

The Third-Party Payments segment transaction volume was $34 billion, up 39% from last year, reflecting the addition of Diners Club International volume of $7 billion, as well as increased volumes on the PULSE and Discover networks.

Pretax income of $21 million was up $13 million from the fourth quarter of 2007.  Diners Club International contributed $4 million to the segment’s pretax income.  Revenue increased $24 million due to increased volumes and fee revenues, as well as a $15 million contribution from Diners Club International.  Expenses increased $11 million due to the inclusion of Diners Club International.

Full Year

The Third-Party Payments segment transaction volume was a record $125 billion, up 36% from last year, reflecting the addition of Diners Club International volume of $13 billion, as well as increased volumes on the PULSE and Discover networks.

Pretax income of $81 million was up $44 million from 2007 including $11 million related to Diners Club International, which was acquired in June 2008.  Revenue increased $61 million due to increased volumes and fee revenues as well as a $28 million contribution from Diners Club International.  Expenses increased $17 million due to the inclusion of Diners Club International.

Discontinued Operations

Discontinued operations represent the company’s Goldfish business in the United Kingdom, which was sold to Barclays Bank PLC on March 31, 2008. In the fourth quarter of 2008, the company recognized a loss from discontinued operations, net of tax, of $12 million versus a loss of $266 million in the fourth quarter of 2007.  The fourth quarter of 2007 included an impairment charge to write down goodwill and intangibles to fair value of $279 million, after-tax.

4

Dividend Declaration/Stock Repurchase Program

The company’s board declared a cash dividend of $.06 per share, payable on Jan. 22, 2009, to stockholders of record at the close of business on Jan. 2, 2009.  No stock repurchases were conducted under the stock repurchase program during the fourth quarter.

Conference Call and Webcast Information

The company will host a conference call to discuss its fourth quarter results on Thursday, Dec. 18, 2008, at 10 a.m. Central time.  Interested parties can listen to the conference call via a live audio webcast at http://investorrelations.discoverfinancial.com.

About Discover Financial Services

Discover Financial Services (NYSE: DFS) is a leading credit card issuer and electronic payment services company with one of the most recognized brands in U.S. financial services. The company operates the Discover Card, America's cash rewards pioneer. Since its inception in 1986, the company has become one of the largest card issuers in the United States. Its payments businesses consist of the Discover Network, with millions of merchant and cash access locations; PULSE, one of the nation's leading ATM/debit networks; and Diners Club International, a global payments network with acceptance in 185 countries and territories. For more information, visit www.discoverfinancial.com.

Contacts:

Investors:

Craig Streem, 224-405-3575

craigstreem@discover.com

Media:

Leslie Sutton, 224-405-3965

lesliesutton@discover.com

A financial summary follows. Financial, statistical, and business related information, as well as information regarding business and segment trends, is included in the Financial Supplement. Both the earnings release and the Financial Supplement are available online in the Investor Relations section at www.discoverfinancial.com.

Financial information presented on a managed basis assumes that loans that have been securitized were not sold and presents financial information regarding these loans in a manner similar to the presentation of financial information regarding loans that have not been sold. Management believes it is useful for investors to consider the credit performance of the entire managed loan portfolio to understand the quality of loan originations and the related credit risks inherent in the owned portfolio and retained interests in securitization.  For more information, and a detailed reconciliation, please refer to the schedule titled “Reconciliation of GAAP to Managed Data” attached to this press release.

5

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Discover Financial Services' 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 press release, 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 actions and initiatives of current and potential competitors; our ability to manage credit risks and securitize our receivables at acceptable rates and under sale accounting treatment; changes in economic variables, such as the number and size of personal bankruptcy filings, the rate of unemployment and the levels of consumer confidence and consumer debt; the level and volatility of equity prices, commodity prices and interest rates, currency values, investments, other market fluctuations and other market indices; the availability and cost of funding and capital; access to U.S. debt and deposit markets; losses in our investment portfolio; the ability to increase or sustain Discover Card usage or attract new cardmembers and introduce new products or services; our ability to attract new merchants and maintain relationships with current merchants; our ability to successfully integrate the Diners Club International network and maintain relationships with network participants; material security breaches of key systems; unforeseen and catastrophic events; our reputation; the potential effects of technological changes; the effect of political, economic and market conditions and geopolitical events; unanticipated developments relating to lawsuits, investigations or similar matters; the impact of current, pending and future legislation, regulation and regulatory and legal actions, including the Federal Reserve Board’s proposed amendments limiting certain credit card practices; our ability to attract and retain employees; the ability to protect our intellectual property; the impact of any potential future acquisitions; investor sentiment; and the restrictions on our operations resulting from indebtedness incurred related to our spin-off in 2007.

Additional factors that could cause Discover Financial Services' results to differ materially from those described in the forward-looking statements can be found under “Part I. Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the year ended November 30, 2007 and “Part II. Other Information – Item 1A. Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2008, filed with the SEC and available at the SEC's internet site (http://www.sec.gov).

6 

Discover Financial Services
GAAP Basis
(unaudited, dollars in thousands, except per
share statistics)	Quarter Ended
	Nov 30, 2008			Aug 31, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	736,006		$	681,692		$	659,676
Interest Expense		329,672			305,643			350,917
Net Interest Income		406,334			376,049			308,759
Other Income  1		1,568,901			875,121			952,500
Revenue Net of Interest Expense		1,975,235			1,251,170			1,261,259
Provision for Loan Losses		714,176			364,838			296,186
Employee Compensation and Benefits		187,306			222,426			208,910
Marketing and Business Development		119,382			137,928			155,976
Information Processing & Communications		81,543			76,675			85,034
Professional Fees		111,645			82,775			94,380
Premises and Equipment		20,676			20,274			19,348
Other Expense		73,530			72,469			73,083
Total Other Expense		594,082			612,547			636,731
Income (Loss) Before Income Taxes  1		666,977			273,785			328,342
Tax Expense		223,336			94,885			118,368
Income From Continuing Operations  1		443,641			178,900			209,974
Discontinued Operations, Net of Tax  2		(11,306	)		1,153			(266,458	)
Net Income (Loss)  1, 2	$	432,335		$	180,053		$	(56,484	)
Effective Tax Rate From Continuing Operations		33.5	%		34.7	%		36.1	%
Balance Sheet Statistics  3
Total Assets	$	39,892,382		$	37,283,548		$	33,449,702
Total Equity	$	5,924,044		$	6,000,393		$	5,599,422
Total Tangible Equity	$	5,465,304		$	5,539,274		$	5,284,232
Tangible Equity/Total Owned Assets		13.7	%		14.9	%		15.8	%
ROE  1, 2		29	%		12	%		(4	%)
ROE from Continuing Operations  1		30	%		12	%		15	%
Allowance for Loan Loss (period end)	$	1,374,585		$	959,769		$	759,925
Change in Loan Loss Reserves	$	414,816		$	112,994		$	130,467
Reserve Rate		5.45	%		4.41	%		3.65	%
Interest-only Strip Receivable (period end)	$	300,120		$	408,649		$	400,313
Net Revaluation of Retained Interests	$	(116,335	)	$	(33,513	)	$	37,475
Per Share Statistics
Basic EPS  1, 2	$	0.90		$	0.38		$	(0.12	)
Basic EPS from Continuing Operations 1	$	0.92		$	0.38		$	0.44
Diluted EPS  1, 2	$	0.89		$	0.37		$	(0.12	)
Diluted EPS from Continuing Operations  1	$	0.92		$	0.37		$	0.44
Stock Price (period end)	$	10.23		$	16.45		$	17.37
Book Value	$	12.34		$	12.51		$	11.72
Ending Shares Outstanding (000's)		479,987			479,764			477,688
Weighted Average Shares Outstanding (000's)		479,931			479,618			477,567
Weighted Average Shares Outstanding (fully diluted) (000's)		484,558			484,128			477,567
Loan Receivables  3
Total Loans - Owned	$	25,216,611		$	21,767,483		$	20,831,117
Average Total Loans - Owned	$	22,945,494		$	21,053,804		$	19,405,775
Interest Yield		11.36	%		11.41	%		10.51	%
Net Principal Charge-off Rate		5.25	%		4.76	%		3.43	%
Delinquency Rate (over 30 days)		4.35	%		3.58	%		3.26	%
Delinquency Rate (over 90 days)		2.06	%		1.73	%		1.51	%
Transactions Processed on Networks (000's)
Discover Network		377,356			388,504			378,438
PULSE Network		644,045			713,791			611,518
Total		1,021,401			1,102,295			989,956
Volume
PULSE Network	$	25,033,235		$	28,364,575		$	23,035,361
Third-Party Issuers		1,538,013			1,711,617			1,458,959
Diners Club International  4		7,467,235			5,227,795			-
Total Third-Party Payments		34,038,483			35,303,987			24,494,320
Discover Network - Proprietary 5		22,875,272			25,117,321			23,482,095
Total	$	56,913,755		$	60,421,308		$	47,976,415

1 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

2 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

3 Based on Continuing Operations except equity and ROE.  Equity is based on company's equity.

4 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

5 Gross proprietary sales volume on the Discover Network.

Discover Financial Services
Managed Basis 1
(unaudited, dollars in thousands)
	Quarter Ended
	Nov 30, 2008			Aug 31, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	1,682,267		$	1,638,250		$	1,667,418
Interest Expense		602,450			534,887			750,638
Net Interest Income		1,079,817			1,103,363			916,780
Other Income  2		1,287,213			536,997			633,014
Revenue Net of Interest Expense		2,367,030			1,640,360			1,549,794
Provision for Loan Losses		1,105,971			754,028			584,721
Employee Compensation and Benefits		187,306			222,426			208,910
Marketing and Business Development		119,382			137,928			155,976
Information Processing & Communications		81,543			76,675			85,034
Professional Fees		111,645			82,775			94,380
Premises and Equipment		20,676			20,274			19,348
Other Expense		73,530			72,469			73,083
Total Other Expense		594,082			612,547			636,731
Income (Loss) Before Income Taxes  2		666,977			273,785			328,342
Tax Expense		223,336			94,885			118,368
Income From Continuing Operations  2		443,641			178,900			209,974
Discontinued Operations, Net of Tax  2, 3		(11,306	)		1,153			(266,458	)
Net Income (Loss)  2, 3	$	432,335		$	180,053		$	(56,484	)
Balance Sheet Statistics 4
Total Assets	$	65,620,476		$	65,632,825		$	60,591,475
Total Equity  5	$	5,924,044		$	6,000,393		$	5,599,422
Total Tangible Equity  5	$	5,465,304		$	5,539,274		$	5,284,232
Tangible Equity/Net Managed Receivables		11.0	%		11.2	%		11.1	%
Tangible Equity/Total Managed Assets		8.3	%		8.4	%		8.7	%
Net Yield on Loan Receivables		8.56	%		8.95	%		7.76	%
Return on Loan Receivables 2		3.52	%		1.45	%		1.78	%
Loan Receivables 4
Total Loans - Managed	$	51,095,278		$	50,427,305		$	48,180,436
Average Total Loans - Managed	$	50,707,090		$	49,019,083		$	47,381,471
Managed Interest Yield		12.65	%		12.67	%		12.84	%
Managed Net Principal Charge-off Rate		5.48	%		5.20	%		3.85	%
Managed Delinquency Rate (over 30 days)		4.56	%		3.85	%		3.58	%
Managed Delinquency Rate (over 90 days)		2.17	%		1.88	%		1.67	%
Credit Card Volume	$	25,318,553		$	28,611,680		$	26,159,776
Credit Card Sales Volume	$	22,025,264		$	24,601,611		$	22,588,639
Segment - Income Before Income Taxes
U.S. Card	$	646,427		$	245,241		$	320,751
Third-Party Payments		20,550			28,544			7,591
Total	$	666,977		$	273,785		$	328,342

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

3 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

4 Based on Continuing Operations.  Equity is based on company's equity.

5 Balance on a GAAP and Managed basis is the same.

Discover Financial Services
U.S. Card Segment
Managed Basis1
(unaudited, dollars in thousands)
	Quarter Ended
	Nov 30, 2008			Aug 31, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	1,680,925		$	1,637,588		$	1,666,768
Interest Expense		602,386			534,870			750,638
Net Interest Income		1,078,539			1,102,718			916,130
Other Income 2		1,234,100			482,311			603,709
Revenue Net of Interest Expense		2,312,639			1,585,029			1,519,839
Provision for Loan Losses		1,105,971			754,028			584,721
Total Other Expense		560,241			585,760			614,367
Income (Loss) Before Income Taxes  2	$	646,427		$	245,241		$	320,751
Net Yield on Loan Receivables		8.55	%		8.95	%		7.76	%
Pretax Return on Loan Receivables  2		5.13	%		1.99	%		2.72	%
Loan Receivables
Total Loans	$	51,095,278		$	50,427,305		$	48,180,436
Average Total Loans	$	50,707,090		$	49,019,083		$	47,381,471
Managed Interest Yield		12.65	%		12.67	%		12.84	%
Managed Net Principal Charge-off Rate		5.48	%		5.20	%		3.85	%
Managed Delinquency Rate (over 30 days)		4.56	%		3.85	%		3.58	%
Managed Delinquency Rate (over 90 days)		2.17	%		1.88	%		1.67	%
Credit Card Loans
Credit Card Loans - Managed	$	49,692,974		$	49,348,507		$	47,929,242
Average Credit Card Loans - Managed	$	49,420,412		$	48,168,124		$	47,251,899
Managed Interest Yield		12.72	%		12.70	%		12.85	%
Managed Net Principal Charge-off Rate		5.59	%		5.28	%		3.85	%
Managed Delinquency Rate (over 30 days)		4.66	%		3.92	%		3.59	%
Managed Delinquency Rate (over 90 days)		2.22	%		1.92	%		1.68	%
Total Credit Card Volume	$	25,318,553		$	28,611,680		$	26,159,776
Sales Volume	$	22,025,264		$	24,601,611		$	22,588,639

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax related to the antitrust settlement.

Discover Financial Services
Third-Party Payments Segment
(unaudited, dollars in thousands)
	Quarter Ended
	Nov 30, 2008		Aug 31, 2008		Nov 30, 2007
Earnings Summary
Interest Income	$	1,342	$	662	$	650
Interest Expense		64		17		-
Net Interest Income		1,278		645		650
Other Income		53,113		54,686		29,305
Revenue Net of Interest Expense		54,391		55,331		29,955
Provision for Loan Losses		-		-		-
Total Other Expense		33,841		26,787		22,364
Income (Loss) Before Income Taxes	$	20,550	$	28,544	$	7,591
Volume
PULSE Network	$	25,033,235	$	28,364,575	$	23,035,361
Third-Party Issuers		1,538,013		1,711,617		1,458,959
Diners Club International 1		7,467,235		5,227,795		-
Total Third-Party Payments	$	34,038,483	$	35,303,987	$	24,494,320
Transactions Processed on PULSE Network (000's)		644,045		713,791		611,518

1 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Quarter Ended
	Nov 30, 2008			Aug 31, 2008			Nov 30, 2007
Interest Income
GAAP Basis	$	736,006		$	681,692		$	659,676
Securitization Adjustments 1		946,261			956,558			1,007,742
Managed Basis	$	1,682,267		$	1,638,250		$	1,667,418
Interest Expense
GAAP Basis	$	329,672		$	305,643		$	350,917
Securitization Adjustments		272,778			229,244			399,721
Managed Basis	$	602,450		$	534,887		$	750,638
Net Interest Income
GAAP Basis	$	406,334		$	376,049		$	308,759
Securitization Adjustments		673,483			727,314			608,021
Managed Basis	$	1,079,817		$	1,103,363		$	916,780
Other Income
GAAP Basis	$	1,568,901		$	875,121		$	952,500
Securitization Adjustments		(281,688	)		(338,124	)		(319,486	)
Managed Basis	$	1,287,213		$	536,997		$	633,014
Revenue Net of Interest Expense
GAAP Basis	$	1,975,235		$	1,251,170		$	1,261,259
Securitization Adjustments		391,795			389,190			288,535
Managed Basis	$	2,367,030		$	1,640,360		$	1,549,794
Provision for Loan Losses
GAAP Basis	$	714,176		$	364,838		$	296,186
Securitization Adjustments		391,795			389,190			288,535
Managed Basis	$	1,105,971		$	754,028		$	584,721
Total Assets
GAAP Basis	$	39,892,382		$	37,283,548		$	33,449,702
Securitization Adjustments		25,728,094			28,349,277			27,141,773
Managed Basis	$	65,620,476		$	65,632,825		$	60,591,475
Tangible Equity/Total Assets
GAAP Basis		13.7	%		14.9	%		15.8	%
Securitization Adjustments		21.2	%		19.5	%		19.5	%
Managed Basis		8.3	%		8.4	%		8.7	%
Loan Receivables
Total Loans
GAAP Basis	$	25,216,611		$	21,767,483		$	20,831,117
Securitization Adjustments		25,878,667			28,659,822			27,349,319
Managed Basis	$	51,095,278		$	50,427,305		$	48,180,436
Average Total Loans
GAAP Basis	$	22,945,494		$	21,053,804		$	19,405,775
Securitization Adjustments		27,761,596			27,965,279			27,975,696
Managed Basis	$	50,707,090		$	49,019,083		$	47,381,471

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Quarter Ended
	Nov 30, 2008	Aug 31, 2008	Nov 30, 2007

Interest Yield
GAAP Basis		11.36	%		11.41	%		10.51	%
Securitization Adjustments		13.71	%		13.61	%		14.45	%
Managed Basis		12.65	%		12.67	%		12.84	%
Net Principal Charge-off Rate
GAAP Basis		5.25	%		4.76	%		3.43	%
Securitization Adjustments		5.68	%		5.54	%		4.14	%
Managed Basis		5.48	%		5.20	%		3.85	%
Delinquency Rate (over 30 days)
GAAP Basis		4.35	%		3.58	%		3.26	%
Securitization Adjustments		4.77	%		4.06	%		3.82	%
Managed Basis		4.56	%		3.85	%		3.58	%
Delinquency Rate (over 90 days)
GAAP Basis		2.06	%		1.73	%		1.51	%
Securitization Adjustments		2.27	%		2.00	%		1.79	%
Managed Basis		2.17	%		1.88	%		1.67	%
Credit Card Loans
Credit Card Loans
GAAP Basis	$	23,814,307		$	20,688,685		$	20,579,923
Securitization Adjustments		25,878,667			28,659,822			27,349,319
Managed Basis	$	49,692,974		$	49,348,507		$	47,929,242
Average Credit Card Loans
GAAP Basis	$	21,658,816		$	20,202,845		$	19,276,203
Securitization Adjustments		27,761,596			27,965,279			27,975,696
Managed Basis	$	49,420,412		$	48,168,124		$	47,251,899
Interest Yield
GAAP Basis		11.45	%		11.45	%		10.53	%
Securitization Adjustments		13.71	%		13.61	%		14.45	%
Managed Basis		12.72	%		12.70	%		12.85	%
Net Principal Charge-off Rate
GAAP Basis		5.47	%		4.92	%		3.44	%
Securitization Adjustments		5.68	%		5.54	%		4.14	%
Managed Basis		5.59	%		5.28	%		3.85	%
Delinquency Rate (over 30 days)
GAAP Basis		4.55	%		3.72	%		3.28	%
Securitization Adjustments		4.77	%		4.06	%		3.82	%
Managed Basis		4.66	%		3.92	%		3.59	%
Delinquency Rate (over 90 days)
GAAP Basis		2.16	%		1.81	%		1.53	%
Securitization Adjustments		2.27	%		2.00	%		1.79	%
Managed Basis		2.22	%		1.92	%		1.68	%

1 Securitization Adjustments present the effect of loan securitization by recharacterizing as securitization income the portions of the following items that relate to the securitized loans: interest income, interest expense, provision for loan losses, discount and interchange revenue and loan fee revenues.

 Securitization income is reported in other income.

Discover Financial Services
GAAP Basis
(unaudited, dollars in thousands, except per
share statistics)	Year Ended
	Nov 30, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	2,692,563		$	2,584,402
Interest Expense		1,288,004			1,223,270
Net Interest Income		1,404,559			1,361,132
Other Income  1		4,264,458			3,376,682
Revenue Net of Interest Expense		5,669,017			4,737,814
Provision for Loan Losses		1,595,615			733,887
Employee Compensation and Benefits		845,392			850,065
Marketing and Business Development		530,901			576,263
Information Processing & Communications		315,943			330,053
Professional Fees		349,484			361,409
Premises and Equipment		80,394			79,442
Other Expense		293,683			280,982
Total Other Expense		2,415,797			2,478,214
Income (Loss) Before Income Taxes  1		1,657,605			1,525,713
Tax Expense		594,692			561,514
Income From Continuing Operations  1		1,062,913			964,199
Discontinued Operations, Net of Tax  2, 3		(135,163	)		(375,569	)
Net Income (Loss)  1, 2, 3	$	927,750		$	588,630
Effective Tax Rate From Continuing Operations		35.9	%		36.8	%
Balance Sheet Statistics  4
Total Assets	$	39,892,382		$	33,449,702
Total Equity	$	5,924,044		$	5,599,422
Total Tangible Equity	$	5,465,304		$	5,284,232
Tangible Equity/Total Owned Assets		13.7	%		15.8	%
ROE  1, 2, 3		16	%		10	%
ROE from Continuing Operations  1		18	%		17	%
Allowance for Loan Loss (period end)	$	1,374,585		$	759,925
Change in Loan Loss Reserves	$	614,660		$	56,009
Reserve Rate		5.45	%		3.65	%
Interest-only Strip Receivable (period end)	$	300,120		$	400,313
Net Revaluation of Retained Interests	$	(119,324	)	$	51,346
Per Share Statistics
Basic EPS  1, 2, 3	$	1.94		$	1.23
Basic EPS from Continuing Operations 1	$	2.22		$	2.02
Diluted EPS  1, 2, 3	$	1.92		$	1.23
Diluted EPS from Continuing Operations  1	$	2.20		$	2.01
Stock Price (period end)	$	10.23		$	17.37
Book Value	$	12.34		$	11.72
Ending Shares Outstanding (000's)		479,987			477,688
Weighted Average Shares Outstanding (000's)		479,335			477,328
Weighted Average Shares Outstanding (fully diluted) (000's)		483,470			478,879
Loan Receivables  4
Total Loans - Owned	$	25,216,611		$	20,831,117
Average Total Loans - Owned	$	21,348,493		$	19,947,784
Interest Yield		10.89	%		10.73	%
Net Principal Charge-off Rate		4.59	%		3.40	%
Delinquency Rate (over 30 days)		4.35	%		3.26	%
Delinquency Rate (over 90 days)		2.06	%		1.51	%
Transactions Processed on Networks (000's)
Discover Network		1,515,368			1,486,366
PULSE Network		2,682,312			2,285,061
Total		4,197,680			3,771,427
Volume
PULSE Network	$	106,012,108		$	86,236,408
Third-Party Issuers		6,398,579			5,480,105
Diners Club International  5		12,695,030			-
Total Third-Party Payments		125,105,717			91,716,513
Discover Network - Proprietary 6		95,688,443			93,794,500
Total	$	220,794,160		$	185,511,013

1 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

2 The quarter ended May 31, 2008 includes income from discontinued operations, net of tax of $32.6 million consisting of a $21 million gain related to disposition of the Goldfish business and income of $12 million related to the Goldfish business operations.  The quarter ended February 29, 2008 includes a loss from discontinued operations, net of tax of $158 million consisting of a $172 million loss related to reflecting the Goldfish business as held for sale and income of $14 million related to the Goldfish business operations.

3 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

4 Based on Continuing Operations except equity and ROE.  Equity is based on company's equity.

5 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

6 Gross proprietary sales volume on the Discover Network.

Discover Financial Services
Managed Basis 1
(unaudited, dollars in thousands)
	Year Ended
	Nov 30, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	6,545,829		$	6,378,674
Interest Expense		2,356,919			2,741,128
Net Interest Income		4,188,910			3,637,546
Other Income  2		2,953,096			2,219,776
Revenue Net of Interest Expense		7,142,006			5,857,322
Provision for Loan Losses		3,068,604			1,853,395
Employee Compensation and Benefits		845,392			850,065
Marketing and Business Development		530,901			576,263
Information Processing & Communications		315,943			330,053
Professional Fees		349,484			361,409
Premises and Equipment		80,394			79,442
Other Expense		293,683			280,982
Total Other Expense		2,415,797			2,478,214
Income (Loss) Before Income Taxes  2		1,657,605			1,525,713
Tax Expense		594,692			561,514
Income From Continuing Operations  2		1,062,913			964,199
Discontinued Operations, Net of Tax  2, 3, 4		(135,163	)		(375,569	)
Net Income (Loss)  2, 3, 4	$	927,750		$	588,630
Balance Sheet Statistics 5
Total Assets	$	65,620,476		$	60,591,475
Total Equity  6	$	5,924,044		$	5,599,422
Total Tangible Equity  6	$	5,465,304		$	5,284,232
Tangible Equity/Net Managed Receivables		11.0	%		11.1	%
Tangible Equity/Total Managed Assets		8.3	%		8.7	%
Net Yield on Loan Receivables		8.55	%		7.75	%
Return on Loan Receivables 2		2.17	%		2.06	%
Loan Receivables 5
Total Loans - Managed	$	51,095,278		$	48,180,436
Average Total Loans - Managed	$	49,011,148		$	46,913,474
Managed Interest Yield		12.61	%		12.65	%
Managed Net Principal Charge-off Rate		5.01	%		3.83	%
Managed Delinquency Rate (over 30 days)		4.56	%		3.58	%
Managed Delinquency Rate (over 90 days)		2.17	%		1.67	%
Credit Card Volume	$	105,734,055		$	106,620,818
Credit Card Sales Volume	$	92,239,779		$	90,262,556
Segment - Income Before Income Taxes
U.S. Card	$	1,576,194		$	1,488,753
Third-Party Payments		81,411			36,960
Total	$	1,657,605		$	1,525,713

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

3 The quarter ended May 31, 2008 includes income from discontinued operations, net of tax of $32.6 million consisting of a $21 million gain related to disposition of the Goldfish business and income of $12 million related to the Goldfish business operations.  The quarter ended February 29, 2008 includes a loss from discontinued operations, net of tax of $158 million consisting of a $172 million loss related to reflecting the Goldfish business as held for sale and income of $14 million related to the Goldfish business operations.

4 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

5 Based on Continuing Operations.  Equity is based on company's equity.

6 Balance on a GAAP and Managed basis is the same.

Discover Financial Services
U.S. Card Segment
Managed Basis1
(unaudited, dollars in thousands)
	Year Ended
	Nov 30, 2008			Nov 30, 2007
Earnings Summary
Interest Income	$	6,542,664		$	6,376,298
Interest Expense		2,356,836			2,741,109
Net Interest Income		4,185,828			3,635,189
Other Income 2		2,773,896			2,101,076
Revenue Net of Interest Expense		6,959,724			5,736,265
Provision for Loan Losses		3,068,604			1,853,395
Total Other Expense		2,314,926			2,394,117
Income (Loss) Before Income Taxes  2	$	1,576,194		$	1,488,753
Net Yield on Loan Receivables		8.54	%		7.75	%
Pretax Return on Loan Receivables  2		3.22	%		3.17	%
Loan Receivables
Total Loans	$	51,095,278		$	48,180,436
Average Total Loans	$	49,011,148		$	46,913,474
Managed Interest Yield		12.61	%		12.65	%
Managed Net Principal Charge-off Rate		5.01	%		3.83	%
Managed Delinquency Rate (over 30 days)		4.56	%		3.58	%
Managed Delinquency Rate (over 90 days)		2.17	%		1.67	%
Credit Card Loans
Credit Card Loans - Managed	$	49,692,974		$	47,929,242
Average Credit Card Loans - Managed	$	48,229,519		$	46,811,570
Managed Interest Yield		12.65	%		12.66	%
Managed Net Principal Charge-off Rate		5.07	%		3.84	%
Managed Delinquency Rate (over 30 days)		4.66	%		3.59	%
Managed Delinquency Rate (over 90 days)		2.22	%		1.68	%
Total Credit Card Volume	$	105,734,055		$	106,620,818
Sales Volume	$	92,239,779		$	90,262,556

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax related to the antitrust settlement.

Discover Financial Services
Third-Party Payments Segment
(unaudited, dollars in thousands)
	Year Ended
	Nov 30, 2008		Nov 30, 2007
Earnings Summary
Interest Income	$	3,165	$	2,376
Interest Expense		83		19
Net Interest Income		3,082		2,357
Other Income		179,200		118,700
Revenue Net of Interest Expense		182,282		121,057
Provision for Loan Losses		-		-
Total Other Expense		100,871		84,097
Income (Loss) Before Income Taxes	$	81,411	$	36,960
Volume
PULSE Network	$	106,012,108	$	86,236,408
Third-Party Issuers		6,398,579		5,480,105
Diners Club International 1		12,695,030		-
Total Third-Party Payments	$	125,105,717	$	91,716,513
Transactions Processed on PULSE Network (000's)		2,682,312		2,285,061

1 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Year Ended
	Nov 30, 2008			Nov 30, 2007
Interest Income
GAAP Basis	$	2,692,563		$	2,584,402
Securitization Adjustments 1		3,853,266			3,794,272
Managed Basis	$	6,545,829		$	6,378,674
Interest Expense
GAAP Basis	$	1,288,004		$	1,223,270
Securitization Adjustments		1,068,915			1,517,858
Managed Basis	$	2,356,919		$	2,741,128
Net Interest Income
GAAP Basis	$	1,404,559		$	1,361,132
Securitization Adjustments		2,784,351			2,276,414
Managed Basis	$	4,188,910		$	3,637,546
Other Income
GAAP Basis	$	4,264,458		$	3,376,682
Securitization Adjustments		(1,311,362	)		(1,156,906	)
Managed Basis	$	2,953,096		$	2,219,776
Revenue Net of Interest Expense
GAAP Basis	$	5,669,017		$	4,737,814
Securitization Adjustments		1,472,989			1,119,508
Managed Basis	$	7,142,006		$	5,857,322
Provision for Loan Losses
GAAP Basis	$	1,595,615		$	733,887
Securitization Adjustments		1,472,989			1,119,508
Managed Basis	$	3,068,604		$	1,853,395
Total Assets
GAAP Basis	$	39,892,382		$	33,449,702
Securitization Adjustments		25,728,094			27,141,773
Managed Basis	$	65,620,476		$	60,591,475
Tangible Equity/Total Assets
GAAP Basis		13.7	%		15.8	%
Securitization Adjustments		21.2	%		19.5	%
Managed Basis		8.3	%		8.7	%
Loan Receivables
Total Loans
GAAP Basis	$	25,216,611		$	20,831,117
Securitization Adjustments		25,878,667			27,349,319
Managed Basis	$	51,095,278		$	48,180,436
Average Total Loans
GAAP Basis	$	21,348,493		$	19,947,784
Securitization Adjustments		27,662,655			26,965,690
Managed Basis	$	49,011,148		$	46,913,474

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Year Ended
	Nov 30, 2008	Nov 30, 2007

Interest Yield
GAAP Basis		10.89	%		10.73	%
Securitization Adjustments		13.93	%		14.07	%
Managed Basis		12.61	%		12.65	%
Net Principal Charge-off Rate
GAAP Basis		4.59	%		3.40	%
Securitization Adjustments		5.32	%		4.15	%
Managed Basis		5.01	%		3.83	%
Delinquency Rate (over 30 days)
GAAP Basis		4.35	%		3.26	%
Securitization Adjustments		4.77	%		3.82	%
Managed Basis		4.56	%		3.58	%
Delinquency Rate (over 90 days)
GAAP Basis		2.06	%		1.51	%
Securitization Adjustments		2.27	%		1.79	%
Managed Basis		2.17	%		1.67	%
Credit Card Loans
Credit Card Loans
GAAP Basis	$	23,814,307		$	20,579,923
Securitization Adjustments		25,878,667			27,349,319
Managed Basis	$	49,692,974		$	47,929,242
Average Credit Card Loans
GAAP Basis	$	20,566,864		$	19,845,880
Securitization Adjustments		27,662,655			26,965,690
Managed Basis	$	48,229,519		$	46,811,570
Interest Yield
GAAP Basis		10.92	%		10.75	%
Securitization Adjustments		13.93	%		14.07	%
Managed Basis		12.65	%		12.66	%
Net Principal Charge-off Rate
GAAP Basis		4.73	%		3.41	%
Securitization Adjustments		5.32	%		4.15	%
Managed Basis		5.07	%		3.84	%
Delinquency Rate (over 30 days)
GAAP Basis		4.55	%		3.28	%
Securitization Adjustments		4.77	%		3.82	%
Managed Basis		4.66	%		3.59	%
Delinquency Rate (over 90 days)
GAAP Basis		2.16	%		1.53	%
Securitization Adjustments		2.27	%		1.79	%
Managed Basis		2.22	%		1.68	%

1 Securitization Adjustments present the effect of loan securitization by recharacterizing as securitization income the portions of the following items that relate to the securitized loans: interest income, interest expense, provision for loan losses, discount and interchange revenue and loan fee revenues.

 Securitization income is reported in other income.

The data is presented on both a "managed" loan basis and as reported under generally accepted accounting principles ("owned" loan basis). Managed loan data assume that the company's securitized loan receivables have not been sold and presents the results of securitized loan receivables in the same manner as the company's owned loans. The company operates its business and analyzes its financial performance on a managed basis. Accordingly, underwriting and servicing standards are comparable for both owned and securitized loans. The company believes that managed loan information is useful to investors because it provides information regarding the quality of loan origination and credit performance of the entire managed portfolio and allows investors to understand the related credit risks inherent in owned loans and retained interests in securitizations. Managed loan data is also relevant because the company services the securitized and owned loans, and the related accounts, in the same manner without regard to ownership of the loans. In addition, investors often request information on a managed basis which provides a more meaningful comparison to industry competitors.

EX-99.2

Exhibit 99.2

Discover Financial Services
GAAP Basis
(unaudited, dollars in thousands, except per
share statistics)	Quarter Ended															Nov 30, 2008						Year Ended
	Nov 30, 2008			Aug 31, 2008			May 31, 2008			Feb 29, 2008			Nov 30, 2007			vs Nov 30, 2007						Nov 30, 2008			Nov 30, 2007			2008 vs 2007
Earnings Summary
Interest Income	$	736,006		$	681,692		$	612,063		$	662,802		$	659,676		$	76,330			12	%	$	2,692,563		$	2,584,402		$	108,161			4	%
Interest Expense		329,672			305,643			313,248			339,441			350,917			(21,245	)		(6	%)		1,288,004			1,223,270			64,734			5	%
Net Interest Income		406,334			376,049			298,815			323,361			308,759			97,575			32	%		1,404,559			1,361,132			43,427			3	%
Other Income  1		1,568,901			875,121			844,892			975,544			952,500			616,401			65	%		4,264,458			3,376,682			887,776			26	%
Revenue Net of Interest Expense		1,975,235			1,251,170			1,143,707			1,298,905			1,261,259			713,976			57	%		5,669,017			4,737,814			931,203			20	%
Provision for Loan Losses		714,176			364,838			210,969			305,632			296,186			417,990			141	%		1,595,615			733,887			861,728			117	%
Employee Compensation and Benefits		187,306			222,426			218,290			217,370			208,910			(21,604	)		(10	%)		845,392			850,065			(4,673	)		(1	%)
Marketing and Business Development		119,382			137,928			132,038			141,553			155,976			(36,594	)		(23	%)		530,901			576,263			(45,362	)		(8	%)
Information Processing & Communications		81,543			76,675			79,449			78,276			85,034			(3,491	)		(4	%)		315,943			330,053			(14,110	)		(4	%)
Professional Fees		111,645			82,775			81,392			73,672			94,380			17,265			18	%		349,484			361,409			(11,925	)		(3	%)
Premises and Equipment		20,676			20,274			19,803			19,641			19,348			1,328			7	%		80,394			79,442			952			1	%
Other Expense		73,530			72,469			75,853			71,831			73,083			447			1	%		293,683			280,982			12,701			5	%
Total Other Expense		594,082			612,547			606,825			602,343			636,731			(42,649	)		(7	%)		2,415,797			2,478,214			(62,417	)		(3	%)
Income (Loss) Before Income Taxes  1		666,977			273,785			325,913			390,930			328,342			338,635			103	%		1,657,605			1,525,713			131,892			9	%
Tax Expense		223,336			94,885			124,370			152,101			118,368			104,968			89	%		594,692			561,514			33,178			6	%
Income From Continuing Operations  1		443,641			178,900			201,543			238,829			209,974			233,667			111	%		1,062,913			964,199			98,714			10	%
Discontinued Operations, Net of Tax  2, 3		(11,306	)		1,153			32,605			(157,615	)		(266,458	)		255,152			96	%		(135,163	)		(375,569	)		240,406			64	%
Net Income (Loss)  1, 2, 3	$	432,335		$	180,053		$	234,148		$	81,214		$	(56,484	)	$	488,819		NM			$	927,750		$	588,630		$	339,120			58	%
Effective Tax Rate From Continuing Operations		33.5	%		34.7	%		38.2	%		38.9	%		36.1	%								35.9	%		36.8	%
Balance Sheet Statistics  4
Total Assets	$	39,892,382		$	37,283,548		$	34,020,245		$	34,222,732		$	33,449,702		$	6,442,680			19	%	$	39,892,382		$	33,449,702		$	6,442,680			19	%
Total Equity	$	5,924,044		$	6,000,393		$	5,849,691		$	5,654,341		$	5,599,422		$	324,622			6	%	$	5,924,044		$	5,599,422		$	324,622			6	%
Total Tangible Equity	$	5,465,304		$	5,539,274		$	5,538,240		$	5,341,020		$	5,284,232		$	181,072			3	%	$	5,465,304		$	5,284,232		$	181,072			3	%
Tangible Equity/Total Owned Assets		13.7	%		14.9	%		16.3	%		15.6	%		15.8	%								13.7	%		15.8	%
ROE  1, 2, 3		29	%		12	%		16	%		6	%		(4	%)								16	%		10	%
ROE from Continuing Operations  1		30	%		12	%		14	%		17	%		15	%								18	%		17	%
Allowance for Loan Loss (period end)	$	1,374,585		$	959,769		$	846,775		$	860,378		$	759,925		$	614,660			81	%	$	1,374,585		$	759,925		$	614,660			81	%
Change in Loan Loss Reserves	$	414,816		$	112,994		$	(13,603	)	$	100,453		$	130,467		$	284,349		NM			$	614,660		$	56,009		$	558,651		NM
Reserve Rate		5.45	%		4.41	%		4.28	%		4.16	%		3.65	%		180		bps				5.45	%		3.65	%		180		bps
Interest-only Strip Receivable (period end)	$	300,120		$	408,649		$	447,994		$	468,059		$	400,313		$	(100,193	)		(25	%)	$	300,120		$	400,313		$	(100,193	)		(25	%)
Net Revaluation of Retained Interests	$	(116,335	)	$	(33,513	)	$	(44,473	)	$	74,997		$	37,475		$	(153,810	)	NM			$	(119,324	)	$	51,346		$	(170,670	)	NM
Per Share Statistics
Basic EPS  1, 2, 3	$	0.90		$	0.38		$	0.49		$	0.17		$	(0.12	)	$	1.02		NM			$	1.94		$	1.23		$	0.71			58	%
Basic EPS from Continuing Operations 1	$	0.92		$	0.38		$	0.42		$	0.50		$	0.44		$	0.48			109	%	$	2.22		$	2.02		$	0.20			10	%
Diluted EPS  1, 2, 3	$	0.89		$	0.37		$	0.48		$	0.17		$	(0.12	)	$	1.01		NM			$	1.92		$	1.23		$	0.69			56	%
Diluted EPS from Continuing Operations  1	$	0.92		$	0.37		$	0.42		$	0.50		$	0.44		$	0.48			109	%	$	2.20		$	2.01		$	0.19			9	%
Stock Price (period end)	$	10.23		$	16.45		$	17.15		$	15.09		$	17.37		$	(7.14	)		(41	%)	$	10.23		$	17.37		$	(7.14	)		(41	%)
Book Value	$	12.34		$	12.51		$	12.20		$	11.80		$	11.72		$	0.62			5	%	$	12.34		$	11.72		$	0.62			5	%
Ending Shares Outstanding (000's)		479,987			479,764			479,346			479,127			477,688			2,299			0	%		479,987			477,688			2,299			0	%
Weighted Average Shares Outstanding (000's)		479,931			479,618			479,270			478,518			477,567			2,364			0	%		479,335			477,328			2,007			0	%
Weighted Average Shares Outstanding (fully diluted) (000's)		484,558			484,128			483,753			481,744			477,567			6,991			1	%		483,470			478,879			4,591			1	%
Loan Receivables  4
Total Loans - Owned	$	25,216,611		$	21,767,483		$	20,502,063		$	21,042,681		$	20,831,117		$	4,385,494			21	%	$	25,216,611		$	20,831,117		$	4,385,494			21	%
Average Total Loans - Owned	$	22,945,494		$	21,053,804		$	19,890,330		$	21,523,606		$	19,405,775		$	3,539,719			18	%	$	21,348,493		$	19,947,784		$	1,400,709			7	%
Interest Yield		11.36	%		11.41	%		10.40	%		10.34	%		10.51	%		85		bps				10.89	%		10.73	%		16		bps
Net Principal Charge-off Rate		5.25	%		4.76	%		4.49	%		3.83	%		3.43	%		182		bps				4.59	%		3.40	%		119		bps
Delinquency Rate (over 30 days)		4.35	%		3.58	%		3.54	%		3.63	%		3.26	%		109		bps				4.35	%		3.26	%		109		bps
Delinquency Rate (over 90 days)		2.06	%		1.73	%		1.81	%		1.82	%		1.51	%		55		bps				2.06	%		1.51	%		55		bps
Transactions Processed on Networks (000's)
Discover Network		377,356			388,504			370,596			378,912			378,438			(1,082	)		(0	%)		1,515,368			1,486,366			29,002			2	%
PULSE Network		644,045			713,791			703,404			621,072			611,518			32,527			5	%		2,682,312			2,285,061			397,251			17	%
Total		1,021,401			1,102,295			1,074,000			999,984			989,956			31,445			3	%		4,197,680			3,771,427			426,253			11	%
Volume
PULSE Network	$	25,033,235		$	28,364,575		$	27,830,403		$	24,783,895		$	23,035,361		$	1,997,874			9	%	$	106,012,108		$	86,236,408		$	19,775,700			23	%
Third-Party Issuers		1,538,013			1,711,617			1,603,006			1,545,943			1,458,959			79,054			5	%		6,398,579			5,480,105			918,474			17	%
Diners Club International  5		7,467,235			5,227,795			-			-			-			7,467,235		NM				12,695,030			-			12,695,030		NM
Total Third-Party Payments		34,038,483			35,303,987			29,433,409			26,329,838			24,494,320			9,544,163			39	%		125,105,717			91,716,513			33,389,204			36	%
Discover Network - Proprietary 6		22,875,272			25,117,321			23,621,519			24,074,331			23,482,095			(606,823	)		(3	%)		95,688,443			93,794,500			1,893,943			2	%
Total	$	56,913,755		$	60,421,308		$	53,054,928		$	50,404,169		$	47,976,415		$	8,937,340			19	%	$	220,794,160		$	185,511,013		$	35,283,147			19	%

1 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

2 The quarter ended May 31, 2008 includes income from discontinued operations, net of tax of $32.6 million consisting of a $21 million gain related to disposition of the Goldfish business and income of $12 million related to the Goldfish business operations.  The quarter ended February 29, 2008 includes a loss from discontinued operations, net of tax of $158 million consisting of a $172 million loss related to reflecting the Goldfish business as held for sale and income of $14 million related to the Goldfish business operations.

3 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

4 Based on Continuing Operations except equity and ROE.  Equity is based on company's equity.

5 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

6 Gross proprietary sales volume on the Discover Network.

Discover Financial Services
Managed Basis 1
(unaudited, dollars in thousands)
	Quarter Ended															Nov 30, 2008						Year Ended
	Nov 30, 2008			Aug 31, 2008			May 31, 2008			Feb 29, 2008			Nov 30, 2007			vs Nov 30, 2007						Nov 30, 2008			Nov 30, 2007			2008 vs 2007
Earnings Summary
Interest Income	$	1,682,267		$	1,638,250		$	1,572,697		$	1,652,615		$	1,667,418		$	14,849			1	%	$	6,545,829		$	6,378,674		$	167,155			3	%
Interest Expense		602,450			534,887			550,629			668,953			750,638			(148,188	)		(20	%)		2,356,919			2,741,128			(384,209	)		(14	%)
Net Interest Income		1,079,817			1,103,363			1,022,068			983,662			916,780			163,037			18	%		4,188,910			3,637,546			551,364			15	%
Other Income  2		1,287,213			536,997			492,207			636,679			633,014			654,199			103	%		2,953,096			2,219,776			733,320			33	%
Revenue Net of Interest Expense		2,367,030			1,640,360			1,514,275			1,620,341			1,549,794			817,236			53	%		7,142,006			5,857,322			1,284,684			22	%
Provision for Loan Losses		1,105,971			754,028			581,537			627,068			584,721			521,250			89	%		3,068,604			1,853,395			1,215,209			66	%
Employee Compensation and Benefits		187,306			222,426			218,290			217,370			208,910			(21,604	)		(10	%)		845,392			850,065			(4,673	)		(1	%)
Marketing and Business Development		119,382			137,928			132,038			141,553			155,976			(36,594	)		(23	%)		530,901			576,263			(45,362	)		(8	%)
Information Processing & Communications		81,543			76,675			79,449			78,276			85,034			(3,491	)		(4	%)		315,943			330,053			(14,110	)		(4	%)
Professional Fees		111,645			82,775			81,392			73,672			94,380			17,265			18	%		349,484			361,409			(11,925	)		(3	%)
Premises and Equipment		20,676			20,274			19,803			19,641			19,348			1,328			7	%		80,394			79,442			952			1	%
Other Expense		73,530			72,469			75,853			71,831			73,083			447			1	%		293,683			280,982			12,701			5	%
Total Other Expense		594,082			612,547			606,825			602,343			636,731			(42,649	)		(7	%)		2,415,797			2,478,214			(62,417	)		(3	%)
Income (Loss) Before Income Taxes  2		666,977			273,785			325,913			390,930			328,342			338,635			103	%		1,657,605			1,525,713			131,892			9	%
Tax Expense		223,336			94,885			124,370			152,101			118,368			104,968			89	%		594,692			561,514			33,178			6	%
Income From Continuing Operations  2		443,641			178,900			201,543			238,829			209,974			233,667			111	%		1,062,913			964,199			98,714			10	%
Discontinued Operations, Net of Tax  2, 3, 4		(11,306	)		1,153			32,605			(157,615	)		(266,458	)		255,152			96	%		(135,163	)		(375,569	)		240,406			64	%
Net Income (Loss)  2, 3, 4	$	432,335		$	180,053		$	234,148		$	81,214		$	(56,484	)	$	488,819		NM			$	927,750		$	588,630		$	339,120			58	%
Balance Sheet Statistics 5
Total Assets	$	65,620,476		$	65,632,825		$	62,148,577		$	61,937,501		$	60,591,475		$	5,029,001			8	%	$	65,620,476		$	60,591,475		$	5,029,001			8	%
Total Equity  6	$	5,924,044		$	6,000,393		$	5,849,691		$	5,654,341		$	5,599,422		$	324,622			6	%	$	5,924,044		$	5,599,422		$	324,622			6	%
Total Tangible Equity  6	$	5,465,304		$	5,539,274		$	5,538,240		$	5,341,020		$	5,284,232		$	181,072			3	%	$	5,465,304		$	5,284,232		$	181,072			3	%
Tangible Equity/Net Managed Receivables		11.0	%		11.2	%		11.8	%		11.5	%		11.1	%								11.0	%		11.1	%
Tangible Equity/Total Managed Assets		8.3	%		8.4	%		8.9	%		8.6	%		8.7	%								8.3	%		8.7	%
Net Yield on Loan Receivables		8.56	%		8.95	%		8.57	%		8.10	%		7.76	%		80		bps				8.55	%		7.75	%		80		bps
Return on Loan Receivables 2		3.52	%		1.45	%		1.69	%		1.97	%		1.78	%		174		bps				2.17	%		2.06	%		11		bps
Loan Receivables 5
Total Loans - Managed	$	51,095,278		$	50,427,305		$	47,841,491		$	47,500,410		$	48,180,436		$	2,914,842			6	%	$	51,095,278		$	48,180,436		$	2,914,842			6	%
Average Total Loans - Managed	$	50,707,090		$	49,019,083		$	47,472,077		$	48,863,166		$	47,381,471		$	3,325,619			7	%	$	49,011,148		$	46,913,474		$	2,097,674			4	%
Managed Interest Yield		12.65	%		12.67	%		12.41	%		12.70	%		12.84	%		(19	)	bps				12.61	%		12.65	%		(4	)	bps
Managed Net Principal Charge-off Rate		5.48	%		5.20	%		4.99	%		4.33	%		3.85	%		163		bps				5.01	%		3.83	%		118		bps
Managed Delinquency Rate (over 30 days)		4.56	%		3.85	%		3.81	%		3.90	%		3.58	%		98		bps				4.56	%		3.58	%		98		bps
Managed Delinquency Rate (over 90 days)		2.17	%		1.88	%		1.96	%		1.96	%		1.67	%		50		bps				2.17	%		1.67	%		50		bps
Credit Card Volume	$	25,318,553		$	28,611,680		$	25,596,794		$	26,207,028		$	26,159,776		$	(841,223	)		(3	%)	$	105,734,055		$	106,620,818		$	(886,763	)		(1	%)
Credit Card Sales Volume	$	22,025,264		$	24,601,611		$	22,457,651		$	23,155,253		$	22,588,639		$	(563,375	)		(2	%)	$	92,239,779		$	90,262,556		$	1,977,223			2	%
Segment - Income Before Income Taxes
U.S. Card	$	646,427		$	245,241		$	309,123		$	375,403		$	320,751		$	325,676			102	%	$	1,576,194		$	1,488,753		$	87,441			6	%
Third-Party Payments		20,550			28,544			16,790			15,527			7,591			12,959			171	%		81,411			36,960			44,451			120	%
Total	$	666,977		$	273,785		$	325,913		$	390,930		$	328,342		$	338,635			103	%	$	1,657,605		$	1,525,713		$	131,892			9	%

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax (estimated $535 million after-tax) related to the antitrust settlement.

3 The quarter ended May 31, 2008 includes income from discontinued operations, net of tax of $32.6 million consisting of a $21 million gain related to disposition of the Goldfish business and income of $12 million related to the Goldfish business operations.  The quarter ended February 29, 2008 includes a loss from discontinued operations, net of tax of $158 million consisting of a $172 million loss related to reflecting the Goldfish business as held for sale and income of $14 million related to the Goldfish business operations.

4 The quarter ended November 30, 2007 includes a $391 million pre-tax ($279 million after-tax) non-cash impairment charge related to the company's Goldfish business.

5 Based on Continuing Operations.  Equity is based on company's equity.

6 Balance on a GAAP and Managed basis is the same.

Discover Financial Services
U.S. Card Segment
Managed Basis1
(unaudited, dollars in thousands)
	Quarter Ended															Nov 30, 2008						Year Ended
	Nov 30, 2008			Aug 31, 2008			May 31, 2008			Feb 29, 2008			Nov 30, 2007			vs Nov 30, 2007						Nov 30, 2008			Nov 30, 2007			2008 vs 2007
Earnings Summary
Interest Income	$	1,680,925		$	1,637,588		$	1,572,164		$	1,651,987		$	1,666,768		$	14,157			1	%	$	6,542,664		$	6,376,298		$	166,366			3	%
Interest Expense		602,386			534,870			550,629			668,951			750,638			(148,252	)		(20	%)		2,356,836			2,741,109			(384,273	)		(14	%)
Net Interest Income		1,078,539			1,102,718			1,021,535			983,036			916,130			162,409			18	%		4,185,828			3,635,189			550,639			15	%
Other Income 2		1,234,100			482,311			455,074			602,411			603,709			630,391			104	%		2,773,896			2,101,076			672,820			32	%
Revenue Net of Interest Expense		2,312,639			1,585,029			1,476,609			1,585,447			1,519,839			792,800			52	%		6,959,724			5,736,265			1,223,459			21	%
Provision for Loan Losses		1,105,971			754,028			581,537			627,068			584,721			521,250			89	%		3,068,604			1,853,395			1,215,209			66	%
Total Other Expense		560,241			585,760			585,949			582,976			614,367			(54,126	)		(9	%)		2,314,926			2,394,117			(79,191	)		(3	%)
Income (Loss) Before Income Taxes  2	$	646,427		$	245,241		$	309,123		$	375,403		$	320,751		$	325,676			102	%	$	1,576,194		$	1,488,753		$	87,441			6	%
Net Yield on Loan Receivables		8.55	%		8.95	%		8.56	%		8.09	%		7.76	%		79		bps				8.54	%		7.75	%		79		bps
Pretax Return on Loan Receivables  2		5.13	%		1.99	%		2.59	%		3.09	%		2.72	%		241		bps				3.22	%		3.17	%		5		bps
Loan Receivables
Total Loans	$	51,095,278		$	50,427,305		$	47,841,491		$	47,500,410		$	48,180,436		$	2,914,842			6	%	$	51,095,278		$	48,180,436		$	2,914,842			6	%
Average Total Loans	$	50,707,090		$	49,019,083		$	47,472,077		$	48,863,166		$	47,381,471		$	3,325,619			7	%	$	49,011,148		$	46,913,474		$	2,097,674			4	%
Managed Interest Yield		12.65	%		12.67	%		12.41	%		12.70	%		12.84	%		(19	)	bps				12.61	%		12.65	%		(4	)	bps
Managed Net Principal Charge-off Rate		5.48	%		5.20	%		4.99	%		4.33	%		3.85	%		163		bps				5.01	%		3.83	%		118		bps
Managed Delinquency Rate (over 30 days)		4.56	%		3.85	%		3.81	%		3.90	%		3.58	%		98		bps				4.56	%		3.58	%		98		bps
Managed Delinquency Rate (over 90 days)		2.17	%		1.88	%		1.96	%		1.96	%		1.67	%		50		bps				2.17	%		1.67	%		50		bps
Credit Card Loans
Credit Card Loans - Managed	$	49,692,974		$	49,348,507		$	47,124,842		$	47,014,539		$	47,929,242		$	1,763,732			4	%	$	49,692,974		$	47,929,242		$	1,763,732			4	%
Average Credit Card Loans - Managed	$	49,420,412		$	48,168,124		$	46,857,480		$	48,487,812		$	47,251,899		$	2,168,513			5	%	$	48,229,519		$	46,811,570		$	1,417,949			3	%
Managed Interest Yield		12.72	%		12.70	%		12.43	%		12.72	%		12.85	%		(13	)	bps				12.65	%		12.66	%		(1	)	bps
Managed Net Principal Charge-off Rate		5.59	%		5.28	%		5.05	%		4.37	%		3.85	%		174		bps				5.07	%		3.84	%		123		bps
Managed Delinquency Rate (over 30 days)		4.66	%		3.92	%		3.85	%		3.93	%		3.59	%		107		bps				4.66	%		3.59	%		107		bps
Managed Delinquency Rate (over 90 days)		2.22	%		1.92	%		1.99	%		1.98	%		1.68	%		54		bps				2.22	%		1.68	%		54		bps
Total Credit Card Volume	$	25,318,553		$	28,611,680		$	25,596,794		$	26,207,028		$	26,159,776		$	(841,223	)		(3	%)	$	105,734,055		$	106,620,818		$	(886,763	)		(1	%)
Sales Volume	$	22,025,264		$	24,601,611		$	22,457,651		$	23,155,253		$	22,588,639		$	(563,375	)		(2	%)	$	92,239,779		$	90,262,556		$	1,977,223			2	%

1 Managed basis assumes loans that have been securitized were not sold and presents earnings and statistical information on these loans in a manner similar to the way loans that have not been sold are presented.  See Reconciliation of GAAP to Managed Data schedule.

2 The quarter ended November 30, 2008 includes proceeds of $863 million pre-tax related to the antitrust settlement.

Discover Financial Services
Third-Party Payments Segment
(unaudited, dollars in thousands)
	Quarter Ended										Nov 30, 2008					Year Ended
	Nov 30, 2008		Aug 31, 2008		May 31, 2008		Feb 29, 2008		Nov 30, 2007		vs Nov 30, 2007					Nov 30, 2008		Nov 30, 2007		2008 vs 2007
Earnings Summary
Interest Income	$	1,342	$	662	$	533	$	628	$	650	$	692		106	%	$	3,165	$	2,376	$	789		33	%
Interest Expense		64		17		-		2		-		64		100	%		83		19		64	NM
Net Interest Income		1,278		645		533		626		650		628		97	%		3,082		2,357		725		31	%
Other Income		53,113		54,686		37,133		34,268		29,305		23,808		81	%		179,200		118,700		60,500		51	%
Revenue Net of Interest Expense		54,391		55,331		37,666		34,894		29,955		24,436		82	%		182,282		121,057		61,225		51	%
Provision for Loan Losses		-		-		-		-		-		-		0	%		-		-		-		0	%
Total Other Expense		33,841		26,787		20,876		19,367		22,364		11,477		51	%		100,871		84,097		16,774		20	%
Income (Loss) Before Income Taxes	$	20,550	$	28,544	$	16,790	$	15,527	$	7,591	$	12,959		171	%	$	81,411	$	36,960	$	44,451		120	%
Volume
PULSE Network	$	25,033,235	$	28,364,575	$	27,830,403	$	24,783,895	$	23,035,361	$	1,997,874		9	%	$	106,012,108	$	86,236,408	$	19,775,700		23	%
Third-Party Issuers		1,538,013		1,711,617		1,603,006		1,545,943		1,458,959		79,054		5	%		6,398,579		5,480,105		918,474		17	%
Diners Club International 1		7,467,235		5,227,795		-		-		-		7,467,235	NM				12,695,030		-		12,695,030	NM
Total Third-Party Payments	$	34,038,483	$	35,303,987	$	29,433,409	$	26,329,838	$	24,494,320	$	9,544,163		39	%	$	125,105,717	$	91,716,513	$	33,389,204		36	%
Transactions Processed on PULSE Network (000's)		644,045		713,791		703,404		621,072		611,518		32,527		5	%		2,682,312		2,285,061		397,251		17	%

1 Volume is derived from data provided by licensees for Diners Club branded cards issued outside of North America and is subject to subsequent revision or amendment.

DISCOVER FINANCIAL SERVICES

RECONCILIATION OF GAAP TO MANAGED DATA

The following pages present a reconciliation for certain information disclosed in the financial data supplement.

The data is presented on both a "managed" loan basis and as reported under generally accepted accounting principles ("owned" loan basis). Managed loan data assume that the company's securitized loan receivables have not been sold and presents the results of securitized loan receivables in the same manner as the company's owned loans. The company operates its business and analyzes its financial performance on a managed basis. Accordingly, underwriting and servicing standards are comparable for both owned and securitized loans. The company believes that managed loan information is useful to investors because it provides information regarding the quality of loan origination and credit performance of the entire managed portfolio and allows investors to understand the related credit risks inherent in owned loans and retained interests in securitizations. Managed loan data is also relevant because the company services the securitized and owned loans, and the related accounts, in the same manner without regard to ownership of the loans. In addition, investors often request information on a managed basis which provides a more meaningful comparison to industry competitors.

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Quarter Ended															Year Ended
	Nov 30, 2008			Aug 31, 2008			May 31, 2008			Feb 29, 2008			Nov 30, 2007			Nov 30, 2008			Nov 30, 2007
Interest Income
GAAP Basis	$	736,006		$	681,692		$	612,063		$	662,802		$	659,676		$	2,692,563		$	2,584,402
Securitization Adjustments 1		946,261			956,558			960,634			989,813			1,007,742			3,853,266			3,794,272
Managed Basis	$	1,682,267		$	1,638,250		$	1,572,697		$	1,652,615		$	1,667,418		$	6,545,829		$	6,378,674
Interest Expense
GAAP Basis	$	329,672		$	305,643		$	313,248		$	339,441		$	350,917		$	1,288,004		$	1,223,270
Securitization Adjustments		272,778			229,244			237,381			329,512			399,721			1,068,915			1,517,858
Managed Basis	$	602,450		$	534,887		$	550,629		$	668,953		$	750,638		$	2,356,919		$	2,741,128
Net Interest Income
GAAP Basis	$	406,334		$	376,049		$	298,815		$	323,361		$	308,759		$	1,404,559		$	1,361,132
Securitization Adjustments		673,483			727,314			723,253			660,301			608,021			2,784,351			2,276,414
Managed Basis	$	1,079,817		$	1,103,363		$	1,022,068		$	983,662		$	916,780		$	4,188,910		$	3,637,546
Other Income
GAAP Basis	$	1,568,901		$	875,121		$	844,892		$	975,544		$	952,500		$	4,264,458		$	3,376,682
Securitization Adjustments		(281,688	)		(338,124	)		(352,685	)		(338,865	)		(319,486	)		(1,311,362	)		(1,156,906	)
Managed Basis	$	1,287,213		$	536,997		$	492,207		$	636,679		$	633,014		$	2,953,096		$	2,219,776
Revenue Net of Interest Expense
GAAP Basis	$	1,975,235		$	1,251,170		$	1,143,707		$	1,298,905		$	1,261,259		$	5,669,017		$	4,737,814
Securitization Adjustments		391,795			389,190			370,568			321,436			288,535			1,472,989			1,119,508
Managed Basis	$	2,367,030		$	1,640,360		$	1,514,275		$	1,620,341		$	1,549,794		$	7,142,006		$	5,857,322
Provision for Loan Losses
GAAP Basis	$	714,176		$	364,838		$	210,969		$	305,632		$	296,186		$	1,595,615		$	733,887
Securitization Adjustments		391,795			389,190			370,568			321,436			288,535			1,472,989			1,119,508
Managed Basis	$	1,105,971		$	754,028		$	581,537		$	627,068		$	584,721		$	3,068,604		$	1,853,395
Total Assets
GAAP Basis	$	39,892,382		$	37,283,548		$	34,020,245		$	34,222,732		$	33,449,702		$	39,892,382		$	33,449,702
Securitization Adjustments		25,728,094			28,349,277			28,128,332			27,714,769			27,141,773			25,728,094			27,141,773
Managed Basis	$	65,620,476		$	65,632,825		$	62,148,577		$	61,937,501		$	60,591,475		$	65,620,476		$	60,591,475
Tangible Equity/Total Assets
GAAP Basis		13.7	%		14.9	%		16.3	%		15.6	%		15.8	%		13.7	%		15.8	%
Securitization Adjustments		21.2	%		19.5	%		19.7	%		19.3	%		19.5	%		21.2	%		19.5	%
Managed Basis		8.3	%		8.4	%		8.9	%		8.6	%		8.7	%		8.3	%		8.7	%
Loan Receivables
Total Loans
GAAP Basis	$	25,216,611		$	21,767,483		$	20,502,063		$	21,042,681		$	20,831,117		$	25,216,611		$	20,831,117
Securitization Adjustments		25,878,667			28,659,822			27,339,428			26,457,729			27,349,319			25,878,667			27,349,319
Managed Basis	$	51,095,278		$	50,427,305		$	47,841,491		$	47,500,410		$	48,180,436		$	51,095,278		$	48,180,436
Average Total Loans
GAAP Basis	$	22,945,494		$	21,053,804		$	19,890,330		$	21,523,606		$	19,405,775		$	21,348,493		$	19,947,784
Securitization Adjustments		27,761,596			27,965,279			27,581,747			27,339,560			27,975,696			27,662,655			26,965,690
Managed Basis	$	50,707,090		$	49,019,083		$	47,472,077		$	48,863,166		$	47,381,471		$	49,011,148		$	46,913,474

Discover Financial Services
Reconciliation of GAAP to Managed Data 1
(unaudited, dollars in thousands)
	Quarter Ended					Year Ended
	Nov 30, 2008	Aug 31, 2008	May 31, 2008	Feb 29, 2008	Nov 30, 2007	Nov 30, 2008	Nov 30, 2007

Interest Yield
GAAP Basis		11.36	%		11.41	%		10.40	%		10.34	%		10.51	%		10.89	%		10.73	%
Securitization Adjustments		13.71	%		13.61	%		13.86	%		14.56	%		14.45	%		13.93	%		14.07	%
Managed Basis		12.65	%		12.67	%		12.41	%		12.70	%		12.84	%		12.61	%		12.65	%
Net Principal Charge-off Rate
GAAP Basis		5.25	%		4.76	%		4.49	%		3.83	%		3.43	%		4.59	%		3.40	%
Securitization Adjustments		5.68	%		5.54	%		5.34	%		4.73	%		4.14	%		5.32	%		4.15	%
Managed Basis		5.48	%		5.20	%		4.99	%		4.33	%		3.85	%		5.01	%		3.83	%
Delinquency Rate (over 30 days)
GAAP Basis		4.35	%		3.58	%		3.54	%		3.63	%		3.26	%		4.35	%		3.26	%
Securitization Adjustments		4.77	%		4.06	%		4.01	%		4.11	%		3.82	%		4.77	%		3.82	%
Managed Basis		4.56	%		3.85	%		3.81	%		3.90	%		3.58	%		4.56	%		3.58	%
Delinquency Rate (over 90 days)
GAAP Basis		2.06	%		1.73	%		1.81	%		1.82	%		1.51	%		2.06	%		1.51	%
Securitization Adjustments		2.27	%		2.00	%		2.07	%		2.08	%		1.79	%		2.27	%		1.79	%
Managed Basis		2.17	%		1.88	%		1.96	%		1.96	%		1.67	%		2.17	%		1.67	%
Credit Card Loans
Credit Card Loans
GAAP Basis	$	23,814,307		$	20,688,685		$	19,785,414		$	20,556,810		$	20,579,923		$	23,814,307		$	20,579,923
Securitization Adjustments		25,878,667			28,659,822			27,339,428			26,457,729			27,349,319			25,878,667			27,349,319
Managed Basis	$	49,692,974		$	49,348,507		$	47,124,842		$	47,014,539		$	47,929,242		$	49,692,974		$	47,929,242
Average Credit Card Loans
GAAP Basis	$	21,658,816		$	20,202,845		$	19,275,733		$	21,148,252		$	19,276,203		$	20,566,864		$	19,845,880
Securitization Adjustments		27,761,596			27,965,279			27,581,747			27,339,560			27,975,696			27,662,655			26,965,690
Managed Basis	$	49,420,412		$	48,168,124		$	46,857,480		$	48,487,812		$	47,251,899		$	48,229,519		$	46,811,570
Interest Yield
GAAP Basis		11.45	%		11.45	%		10.40	%		10.35	%		10.53	%		10.92	%		10.75	%
Securitization Adjustments		13.71	%		13.61	%		13.86	%		14.56	%		14.45	%		13.93	%		14.07	%
Managed Basis		12.72	%		12.70	%		12.43	%		12.72	%		12.85	%		12.65	%		12.66	%
Net Principal Charge-off Rate
GAAP Basis		5.47	%		4.92	%		4.63	%		3.90	%		3.44	%		4.73	%		3.41	%
Securitization Adjustments		5.68	%		5.54	%		5.34	%		4.73	%		4.14	%		5.32	%		4.15	%
Managed Basis		5.59	%		5.28	%		5.05	%		4.37	%		3.85	%		5.07	%		3.84	%
Delinquency Rate (over 30 days)
GAAP Basis		4.55	%		3.72	%		3.63	%		3.69	%		3.28	%		4.55	%		3.28	%
Securitization Adjustments		4.77	%		4.06	%		4.01	%		4.11	%		3.82	%		4.77	%		3.82	%
Managed Basis		4.66	%		3.92	%		3.85	%		3.93	%		3.59	%		4.66	%		3.59	%
Delinquency Rate (over 90 days)
GAAP Basis		2.16	%		1.81	%		1.87	%		1.86	%		1.53	%		2.16	%		1.53	%
Securitization Adjustments		2.27	%		2.00	%		2.07	%		2.08	%		1.79	%		2.27	%		1.79	%
Managed Basis		2.22	%		1.92	%		1.99	%		1.98	%		1.68	%		2.22	%		1.68	%

1 Securitization Adjustments present the effect of loan securitization by recharacterizing as securitization income the portions of the following items that relate to the securitized loans: interest income, interest expense, provision for loan losses, discount and interchange revenue and loan fee revenues.

 Securitization income is reported in other income.