The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited consolidated financial
statements and related notes included elsewhere in this annual report on
Form 10-K. Some of the information contained in this discussion and analysis
constitutes forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those discussed in these
forward-looking statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed below and elsewhere
in this annual report on Form 10-K particularly under "Risk Factors" and
"Special Note Regarding Forward-Looking Statements," which immediately follows
"Risk Factors." Unless otherwise specified, references to Notes to our
consolidated financial statements are to the Notes to our audited consolidated
financial statements as of December 31, 2019 and 2018 and for years ended
December 31, 2019, 2018 and 2017.
Introduction and Overview
Discover Financial Services ("DFS") is a direct banking and payment services
company. We provide direct banking products and services and payment services
through our subsidiaries. We offer our customers credit card loans, private
student loans, personal loans, home equity loans and deposit products. We also
operate the Discover Network, the PULSE network ("PULSE") and Diners Club
International ("Diners Club"). The Discover Network processes transactions for
Discover-branded credit and debit cards and provides payment transaction
processing and settlement services. PULSE operates an electronic funds transfer
network, providing financial institutions issuing debit cards on the PULSE
network with access to ATMs domestically and internationally, as well as
merchant acceptance throughout the U.S. for debit card transactions. Diners Club
is a global payments network of licensees, which are generally financial
institutions, that issue Diners Club branded charge cards and/or provide card
acceptance services.
Our primary revenues consist of interest income earned on loan receivables and
fees earned from customers, financial institutions, merchants and issuers. The
primary expenses required to operate our business include funding costs
(interest expense), loan loss provisions, customer rewards and expenses incurred
to grow, manage and service our loan receivables and networks. Our business
activities are funded primarily through consumer deposits, securitization of
loan receivables and the issuance of unsecured debt.
2019 Highlights
The highlights below compare results as of and for the year ended December 31,
2019 against results for the year ended December 31, 2018.
•       Net income was $3.0 billion, or $9.08 per diluted share, compared to $2.7

billion, or $7.79 per diluted share, in the prior year.

• Total loans grew $5.4 billion, or 6%, to $95.9 billion.

• Credit card loans grew $4.3 billion, or 6%, to $77.2 billion.

• The total net charge-off rate increased 11 basis points to 3.17%.

• The net charge-off rate for credit card loans increased 17 basis points

to 3.43% and the delinquency rate for credit card loans over 30 days past

due increased 19 basis points to 2.62%.

• Direct-to-consumer deposits grew $9.7 billion, or 22%, to $54.4 billion.

• Payment Services transaction volume for the segment was $251.4 billion, up 8%.

Outlook

The outlook below provides our expectations for our business, reflective of our assumption that the U.S. economy will remain stable in 2020. • We continue to focus on disciplined capital deployment through profitable

organic loan growth and execution of our capital plan.

• Our marketing strategy is focused on adding new accounts to achieve


        continued loan growth. For credit cards, we are also focused on
        increasing utilization with existing customers.

• Total expenses are expected to increase reflecting continued investment


        in brand awareness and technological capabilities.



                                      -46-

--------------------------------------------------------------------------------


•       We will continue to pursue payments volume growth and leverage our
        network to support our card-issuing business.


•       We expect the total net charge-off rate to increase primarily due to the
        seasoning of recent loan growth.


•       Adoption of the current expected credit loss ("CECL") approach will

increase the allowance for loan losses. Going forward, the seasonality of

our business will likely impact quarterly reserve changes and could

increase volatility from one quarter to the next.




Regulatory Environment and Developments
Policymakers continue to develop, implement and execute on regulatory,
supervisory and enforcement priorities. The impact of the evolving regulatory
environment on our business and operations depends upon a number of factors,
including the actions of policymakers at the federal and state levels, our
competitors, and consumers. For more information on how the regulatory and
supervisory environment, ongoing enforcement actions and findings, and changes
to laws and regulations could impact our strategies, the value of our assets, or
otherwise adversely affect our business see "Risk Factors - Current Economic and
Regulatory Environment." For more information on recent matters affecting us,
see Note 19: Litigation and Regulatory Matters to our consolidated financial
statements.
Federal banking regulators continue to propose and implement new regulations and
supervisory guidance, and modify their examination and enforcement priorities.
In May 2018, the President signed into law the Economic Growth, Regulatory
Relief, and Consumer Protection Act, which is intended to promote economic
growth, provide tailored regulatory relief for smaller and less complex
financial institutions, and enhance consumer protections. Among other
provisions, the law raised the asset threshold for automatically designating a
bank holding company as "systemically important" from $50 billion to $250
billion so that bank holding companies with assets below $250 billion are no
longer automatically subject to enhanced prudential standards pursuant to the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank
Act"), which created a framework for regulation of large financial firms,
including Discover.
In October 2019, the federal banking regulators approved final rules that will
tailor existing regulatory requirements related to capital, liquidity and
enhanced prudential standards to an institution's risk and complexity profile
for banking institutions with total consolidated assets of $100 billion or more.
Under the final rules, Discover is categorized as a Category IV institution and
therefore subject to the least stringent requirements for bank holding companies
with at least $100 billion in assets. Among other things, Discover will be
subject to supervisory stress tests every other year rather than annually, will
no longer be subject to regulations requiring submission of company-run capital
stress tests and will no longer be subject to the liquidity coverage ratio.
Discover will however still be required to submit annual capital plans to the
Federal Reserve and will remain subject to other core components of the enhanced
prudential standards rules, such as risk management and risk committee
requirements and liquidity risk management regulations. The final rules took
effect on December 31, 2019. The final rules did not address other aspects of
the Federal Reserve's capital plan rule or the Comprehensive Capital Analysis
and Review ("CCAR") framework. These requirements, including the previously
proposed "stress capital buffer" framework, are expected to be addressed in a
forthcoming rulemaking from the Federal Reserve. We have been notified that we
are subject to the CCAR quantitative process in 2020.
Policymakers at the federal and state levels are increasingly focused on
measures to enhance data security and data breach incident response
requirements. Furthermore, regulations and legislation at various levels of
government have been proposed and enacted to augment data privacy standards. For
example, the California Consumer Privacy Act ("CCPA") creates a broad set of
privacy rights and remedies modeled in part on the European Union's General Data
Protection Regulation. The CCPA went into effect on January 1, 2020, and
proposed regulations have yet to be finalized. The original proponent of the
CCPA recently launched a 2020 California ballot initiative with the goal of
expanding the rights and remedies created by the CCPA, while protecting the new
law from future legislative amendments. While it is too early to determine the
full impact of these developments, they may result in the imposition of
requirements on Discover and other providers of consumer financial services or
networks that could adversely affect our businesses.
Banking
Current Expected Credit Loss
In June 2016, the Financial Accounting Standards Board issued Accounting
Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, which is

                                      -47-

--------------------------------------------------------------------------------

Table of Contents



effective for us on January 1, 2020. The standard alters accounting principles
generally accepted in the United States ("GAAP") by replacing the incurred loss
model with the CECL approach. The CECL approach requires our allowance for loan
losses to be based on an estimate of all expected credit losses over the
remaining contractual term of all of the loans, as opposed to an estimate of
incurred losses as of the balance sheet date. Refer to Note 1: Background and
Basis of Presentation to our consolidated financial statements for details on
the impact of adoption on January 1, 2020.
In December 2018, federal banking agencies adopted a joint final rule that will,
among other things, give bank holding companies and banks, including Discover
and its bank subsidiaries, the option to phase in the regulatory capital impacts
of implementing CECL over a three-year transition period. Additionally,
notwithstanding the January 1, 2020 effective date, the Federal Reserve
announced that it will not incorporate CECL into its supervisory stress tests
until at least 2022 to reduce uncertainty, allow for better capital planning at
affected firms and allow the Federal Reserve to gather additional information on
the impact of CECL; however, banking institutions subject to Dodd-Frank Act
company-run stress test requirements are required to incorporate CECL into their
internal stress testing processes beginning in 2020. We anticipate that DFS and
Discover Bank will continue to meet requirements to be "well-capitalized" upon
adoption of the standard. For more information on CECL, see Note 1: Background
and Basis of Presentation to our consolidated financial statements.
LIBOR
On July 27, 2017, the UK Financial Conduct Authority announced that it would no
longer encourage or compel banks to continue to contribute quotes and maintain
the London Interbank Offered Rate ("LIBOR") after 2021. LIBOR is commonly used
as a benchmark to determine interest rates for financial instruments, such as
floating-rate asset-backed securities issued by Discover Card Execution Note
Trust, and certain financial products, including some of our floating-rate
student loans. A cross-functional team is overseeing and managing our transition
away from the use of LIBOR. This team monitors developments associated with
LIBOR alternatives and evolving industry and marketplace norms and conventions
for LIBOR indexed instruments, evaluates the impact that the inability to
determine LIBOR after 2021 will have on us, and facilitates the operational
changes associated with the use of alternative benchmark rates.
Consumer Financial Services
The Consumer Financial Protection Bureau (the "CFPB") regulates consumer
financial products and services, and examines certain providers of consumer
financial products and services, including Discover. The CFPB's authority
includes preventing "unfair, deceptive or abusive acts or practices" and
ensuring that consumer have access to fair, transparent and competitive
financial products and services. The CFPB has rulemaking, supervision and
enforcement powers with respect to federal consumer protection laws.
Historically, the CFPB's policy priorities focused on several financial products
of the type we offer (e.g. credit cards and student loans). In addition, the
CFPB is required by statute to undertake certain actions including its bi-annual
review of the consumer credit card market.
The current CFPB Director has indicated that the CFPB will focus on the
prevention of harm, establishing valid metrics for success, and creating a level
playing field for all financial institutions. Additionally, with regards to the
CFPB's rulemaking and enforcement activities, the Director has outlined a
framework that seeks to foster a more transparent rulemaking process that
incorporates a robust cost benefit analysis, applies supervisory practices
consistently, and ensures that due process is a critical component of
enforcement activity.
Payment Networks
The Dodd-Frank Act contains several provisions impacting the debit card market,
including network participation requirements and interchange fee limitations.
The changing debit card environment, including competitor actions related to
merchant and acquirer pricing and transaction routing strategies, has adversely
affected, and is expected to continue to adversely affect, our PULSE network's
business practices, network transaction volume, revenue and prospects for future
growth. We continue to closely monitor competitor pricing and technology
development strategies in order to assess their impact on our business and on
competition in the marketplace. Following an inquiry by the U.S. Department of
Justice into some of these competitor pricing strategies, PULSE filed a lawsuit
against Visa in late 2014 with respect to these competitive concerns. The Court
granted summary judgment in favor of Visa in August 2018. PULSE filed an appeal
on January 17, 2019 and Visa filed their response to the appeal on April 5,
2019. The Fifth Circuit Court of Appeals held a hearing on the appeal October 9,
2019. Visa also faces ongoing merchant litigation as it relates to the
underlying anticompetitive behavior that is the subject of PULSE's case against
Visa. In addition, the Dodd-Frank Act's network participation requirements
impact PULSE's ability to enter into exclusivity arrangements, which affects
PULSE's current business practices and may materially adversely affect its
network transaction volume and revenue.

                                      -48-

--------------------------------------------------------------------------------

Table of Contents



Results of Operations
The discussion below provides a summary of our results of operations and
information about our loan receivables as of and for the year ended December 31,
2019 compared to the year ended December 31, 2018. Refer to our annual report on
Form 10-K for the year ended December 31, 2018 for discussion of our results of
operations and loan receivables information as of and for the year ended
December 31, 2018 compared to the year ended December 31, 2017.
Segments
We manage our business activities in two segments, Direct Banking and Payment
Services, based on the products and services provided. For a detailed
description of the operations of each segment, as well as the allocation
conventions used in our business segment reporting, see Note 22: Segment
Disclosures to our consolidated financial statements.
The following table presents segment data (dollars in millions):

                                                         For the Years Ended December 31,
                                                        2019             2018           2017
Direct Banking
Interest income
Credit card                                        $     9,690       $    8,835     $    7,907
Private student loans                                      698              614            523
PCI student loans                                          119              139            159
Personal loans                                             983              935            860
Other                                                      502              369            199
Total interest income                                   11,992           10,892          9,648
Interest expense                                         2,530            2,139          1,648
Net interest income                                      9,462            8,753          8,000
Provision for loan losses                                3,233            3,035          2,586
Other income                                             1,648            1,645          1,607
Other expense                                            4,231            3,918          3,629
Income before income tax expense                         3,646            3,445          3,392
Payment Services
Net interest income                                          1                1              -
Provision for loan losses                                   (2 )              -             (7 )
Other income                                               348              310            290
Other expense                                              162              159            152
Income before income tax expense                           189              152            145
Total income before income tax expense             $     3,835       $    3,597     $    3,537




                                      -49-

--------------------------------------------------------------------------------

Table of Contents



The following table presents information on transaction volume (in millions):

                                                        For the Years Ended December 31,
                                                        2019           2018           2017
Network Transaction Volume
PULSE Network                                      $    192,067     $ 179,792     $  157,128
Network Partners                                         25,368        18,948         14,213
Diners Club(1)                                           33,967        33,877         31,544
Total Payment Services                                  251,402       232,617        202,885
Discover Network-Proprietary(2)                         151,243       143,865        133,044
Total Volume                                       $    402,645     $ 376,482     $  335,929
Transactions Processed on Networks
Discover Network                                          2,717         2,469          2,240
PULSE Network                                             4,788         4,364          3,856
Total                                                     7,505         6,833          6,096
Credit Card Volume
Discover Card Volume(3)                            $    160,283     $ 152,826     $  141,858
Discover Card Sales Volume(4)                      $    146,183     $ 139,031     $  128,806

(1) Diners Club volume is derived from data provided by licensees for Diners Club

branded cards issued outside North America and is subject to subsequent

revision or amendment.

(2) Represents gross Discover card sales volume on the Discover Network.

(3) Represents Discover card activity related to sales net of returns, balance

transfers, cash advances and other activity.

(4) Represents Discover card activity related to sales net of returns.




Direct Banking
Our Direct Banking segment reported pretax income of $3.6 billion for the year
ended December 31, 2019 as compared to $3.4 billion for the year ended December
31, 2018.
Net interest income increased for the year ended December 31, 2019 as compared
to the year ended December 31, 2018 primarily driven by loan growth and higher
yields on credit card loans, partially offset by higher funding costs. Interest
income increased over the prior year due to continued loan growth and yield
expansion resulting from higher average market rates and changes in portfolio
mix. Interest expense increased compared to the prior year due to a larger
funding base and higher average market rates.
For the year ended December 31, 2019, the provision for loan losses increased as
compared to the year ended December 31, 2018 primarily due to higher levels of
net charge-offs, slightly offset by lower reserve builds. For a detailed
discussion on provision for loan losses, see "- Loan Quality - Provision and
Allowance for Loan Losses."
Other income for the Direct Banking segment was relatively flat for the year
ended December 31, 2019 as compared to the year ended December 31, 2018.
Other expense increased for the year ended December 31, 2019 as compared to the
year ended December 31, 2018 primarily due to higher employee compensation and
benefits, professional fees, and information processing and communications.
Employee compensation and benefits increased as a result of higher average
salaries. The increase in professional fees was primarily driven by higher
collection fees resulting from increased recoveries, as well as investments in
technological capabilities. Information processing and communications was higher
due to continued investment in infrastructure and analytic capabilities.
Discover card sales volume was $146.2 billion for the year ended December 31,
2019, which was an increase of 5.1% as compared to the year ended December 31,
2018. This volume growth was primarily driven by higher consumer spending.

                                      -50-

--------------------------------------------------------------------------------

Table of Contents



Payment Services
Our Payment Services segment reported pretax income of $189 million for the year
ended December 31, 2019 as compared to pretax income of $152 million for the
year ended December 31, 2018. The increase in segment pretax income was
primarily due to higher transaction volume across multiple channels.
Critical Accounting Estimates
In preparing our consolidated financial statements in conformity with GAAP,
management must make judgments and use estimates and assumptions about the
effects of matters that are uncertain. For estimates that involve a high degree
of judgment and subjectivity, it is possible that different estimates could
reasonably be derived for the same period. For estimates that are particularly
sensitive to changes in economic or market conditions, significant changes to
the estimated amount from period to period are also possible. Management
believes the current assumptions and other considerations used to estimate
amounts reflected in our consolidated financial statements are appropriate.
However, if actual experience differs from the assumptions and other
considerations used in estimating amounts in our consolidated financial
statements, the resulting changes could have a material effect on our
consolidated results of operations and, in certain cases, could have a material
effect on our consolidated financial condition. Management has identified the
estimates related to our allowance for loan losses, the evaluation of goodwill
for potential impairment and the accrual of income taxes as critical accounting
estimates.
Allowance for Loan Losses
We base our allowance for loan losses on several analyses that help us estimate
incurred losses as of the balance sheet date. In deriving this estimate, we
consider the collectibility of principal, interest and fees associated with our
loan receivables. While our estimation process includes historical data and
analysis, there is a significant amount of judgment applied in selecting inputs
and analyzing the results produced to determine the allowance. We use a
migration analysis to estimate the likelihood that a loan will progress through
the various stages of delinquency. Management also estimates loss emergence by
using other analyses to estimate losses incurred from non-delinquent accounts.
The considerations in these analyses include past and current loan performance,
loan seasoning and growth, current risk management practices, account collection
strategies, economic conditions, bankruptcy filings, policy changes and
forecasting uncertainties. Given the same information, others may reach
different reasonable estimates.
If management used different assumptions in estimating incurred net loan losses,
the impact to the allowance for loan losses could have a material effect on our
consolidated financial condition and results of operations. For example, a 10%
change in management's estimate of incurred net loan losses could have resulted
in a change of approximately $338 million in the allowance for loan losses at
December 31, 2019, with a corresponding change in the provision for loan losses.
See "- Loan Quality" and Note 2: Summary of Significant Accounting Policies to
our consolidated financial statements for further details about our allowance
for loan losses.
Goodwill
We recognize goodwill when the purchase price of an acquired business exceeds
the total of the fair values of the acquired net assets. As required by GAAP, we
test goodwill for impairment annually, or more often if indicators of impairment
exist. In evaluating goodwill for impairment, management must estimate the fair
value of the reporting unit(s) to which the goodwill relates. Because market
data concerning acquisitions of comparable businesses typically are not readily
obtainable, other valuation techniques such as earnings multiples and cash flow
models are used in estimating the fair values of these reporting units. In
applying these techniques, management considers historical results, business
forecasts, market and industry conditions and other factors. We may also consult
independent valuation experts where needed in applying these valuation
techniques. The valuation methodologies we use involve assumptions about
business performance, revenue and expense growth, capital expenditures, discount
rates and other assumptions that are judgmental in nature.

                                      -51-

--------------------------------------------------------------------------------

Table of Contents



At December 31, 2019, we reported goodwill of $255 million associated with our
PULSE network. The estimated fair value of the PULSE reporting unit was more
than six times its carrying value as of October 1, 2019, and there are no
present conditions that we believe would cause the fair value of this reporting
unit to fall below its carrying value. However, competitive pressures leading to
significant declines in revenue, significant increases in the cost of equity,
deteriorating economic conditions, or other events adversely impacting the
assumptions used by management in the valuation, could cause the fair value of
the reporting unit or the associated goodwill to decline in the future, which
could result in an impairment loss. At December 31, 2019, based on the annual
impairment testing performed, there was no impairment identified. See Note 7:
Goodwill and Intangible Assets to our consolidated financial statements for
further details about goodwill and the related impairment testing.
Income Taxes
We are subject to the income tax laws of the jurisdictions where we have
business operations, primarily the United States, its states and municipalities.
We must make judgments and interpretations about the application of these
inherently complex tax laws when determining the provision for income taxes and
must also make estimates about when in the future certain items will affect
taxable income in the various taxing jurisdictions. Disputes over
interpretations of the tax laws may be settled with the taxing authority upon
examination or audit. We regularly evaluate the likelihood of assessments in
each of the taxing jurisdictions resulting from current and subsequent years'
examinations, and tax reserves are established as appropriate.
Changes in the estimate of income taxes can occur due to tax rate changes,
interpretations of tax laws, the status and resolution of examinations by the
taxing authorities, and newly enacted laws and regulations that impact the
relative merits of tax positions taken. When such changes occur, such as the
recent rate change enacted with the Tax Cuts and Jobs Act of 2017, the effect on
our consolidated financial condition and results of operations can be
significant. See Note 15: Income Taxes to our consolidated financial statements
for additional information about income taxes.
Earnings Summary
The following table outlines changes in our consolidated statements of income (dollars in millions):

                                                                        2019 vs. 2018               2018 vs. 2017
                            For the Years Ended December 31,              Increase               Increase (Decrease)
                              2019           2018        2017           $            %             $               %

Interest income $ 11,993 $ 10,893 $ 9,648 $ 1,100 10 % $ 1,245

           13  %
Interest expense                2,530        2,139       1,648            391         18 %           491           30  %
Net interest income             9,463        8,754       8,000            709          8 %           754            9  %
Provision for loan
losses                          3,231        3,035       2,579            196          6 %           456           18  %
Net interest income
after provision for loan
losses                          6,232        5,719       5,421            513          9 %           298            5  %
Other income                    1,996        1,955       1,897             41          2 %            58            3  %
Other expense                   4,393        4,077       3,781            316          8 %           296            8  %
Income before income tax
expense                         3,835        3,597       3,537            238          7 %            60            2  %
Income tax expense                878          855       1,438             23          3 %          (583 )        (41 )%
Net income               $      2,957     $  2,742     $ 2,099     $      215          8 %   $       643           31  %




                                      -52-

--------------------------------------------------------------------------------

Table of Contents



Net Interest Income
The tables that follow this section have been provided to supplement the
discussion below and provide further analysis of net interest income, net
interest margin and the impact of rate and volume changes on net interest
income. Net interest income represents the difference between interest income
earned on our interest-earning assets and the interest expense incurred to
finance those assets. We analyze net interest income in total by calculating net
interest margin (net interest income as a percentage of average total loan
receivables) and net yield on interest-earning assets (net interest income as a
percentage of average total interest-earning assets). We also separately
consider the impact of the level of loan receivables and the related interest
yield and the impact of the cost of funds related to each of our funding
sources, along with the income generated by our liquidity portfolio, on net
interest income.
Our interest-earning assets consist of: (i) cash and cash equivalents primarily
related to amounts on deposit with the Federal Reserve Bank of Philadelphia,
(ii) restricted cash, (iii) other short-term investments, (iv) investment
securities and (v) loan receivables. Our interest-bearing liabilities consist
primarily of deposits, both direct-to-consumer and brokered, and long-term
borrowings, including amounts owed to securitization investors. Net interest
income is influenced by the following:
•       The level and composition of loan receivables, including the proportion

of credit card loans to other loans, as well as the proportion of loan

receivables bearing interest at promotional rates as compared to standard


        rates;


•       The credit performance of our loans, particularly with regard to
        charge-offs of finance charges, which reduce interest income;


•       The terms of long-term borrowings and certificates of deposit upon
        initial offering, including maturity and interest rate;

• The interest rates necessary to attract and maintain direct-to-consumer

deposits;

• The level and composition of other interest-earning assets, including our


        liquidity portfolio and interest-bearing liabilities;


•       Changes in the interest rate environment, including the levels of

interest rates and the relationships among interest rate indices, such as

the prime rate, the Federal Funds rate, interest rate on excess reserves


        and LIBOR;


•       The effectiveness of interest rate swaps in our interest rate risk
        management program; and

• The difference between the carrying amount and future cash flows expected

to be collected on purchased credit-impaired ("PCI") loans.




Net interest income increased for the year ended December 31, 2019 as compared
to the year ended December 31, 2018 primarily driven by loan growth and higher
yields on credit card loans, partially offset by higher funding costs. Interest
income increased over the prior year due to continued loan growth and yield
expansion resulting from higher average market rates and changes in portfolio
mix. Interest expense increased compared to the prior year due to a larger
funding base and higher average market rates.

                                      -53-

--------------------------------------------------------------------------------

Table of Contents



Average Balance Sheet Analysis
(dollars in millions)

                                                                                 For the Years Ended December 31,
                                                     2019                                          2018                                      2017
                                                                                   Average                                   Average
                                 Average Balance    Yield/Rate      Interest       Balance     Yield/Rate      Interest       Balance    Yield/Rate      Interest
Assets
Interest-earning assets
Cash and cash equivalents       $         9,667          2.27 %   $      219     $  14,494          1.93 %   $      280     $ 13,300          1.11 %   $      148
Restricted cash                             620          2.24 %           14           633          1.85 %           12          625          0.97 %            6
Other short-term investments                754          2.66 %           20             -             - %            -            -             - %            -
Investment securities                     7,603          2.35 %          179         1,910          2.08 %           40        1,667          1.60 %           27
Loan receivables(1)
Credit card(2)                           72,740         13.32 %        9,690        67,953         13.00 %        8,835       62,079         12.74 %        7,907
Personal loans                            7,522         13.07 %          983         7,423         12.60 %          936        7,020         12.25 %          860
Private student loans                     8,124          8.59 %          698         7,441          8.25 %          614        6,764          7.72 %          522
PCI student loans                         1,435          8.29 %          119         1,846          7.54 %          139        2,326          6.84 %          159
Other                                     1,065          6.63 %           71           593          6.28 %           37          336          5.56 %           19
Total loan receivables                   90,886         12.72 %      

11,561 85,256 12.39 % 10,561 78,525 12.06 % 9,467 Total interest-earning assets

           109,530         10.95 %       11,993       102,293         10.65 %       10,893       94,117         10.25 %        9,648
Allowance for loan losses                (3,167 )                                   (2,776 )                                  (2,335 )
Other assets                              4,627                                      4,324                                     4,189
Total assets                    $       110,990                                  $ 103,841                                  $ 95,971
Liabilities and Stockholders'
Equity
Interest-bearing liabilities
Interest-bearing deposits
Time deposits(3)                $        33,870          2.57 %          869     $  31,236          2.22 %          695     $ 27,123          1.91 %          519
Money market deposits(4)                  7,069          2.09 %          148         6,798          1.81 %          123        6,799          1.29 % 

88


Other interest-bearing savings
deposits                                 28,209          2.02 %          570        23,886          1.76 %          420       20,155          1.18 %          239
Total interest-bearing
deposits(5)                              69,148          2.30 %        1,587        61,920          2.00 %        1,238       54,077          1.56 %          846
Borrowings
Short-term borrowings                         1          2.33 %            -             2          2.07 %            -            2          1.10 %            -
Securitized borrowings(3)(4)             14,572          2.92 %          

425 16,218 2.67 % 433 16,746 2.26 %

379


Other long-term borrowings(3)            11,060          4.68 %          518        10,231          4.57 %          468        9,767          4.33 %          423
Total borrowings                         25,633          3.68 %          943        26,451          3.41 %          901       26,515          3.02 %          802
Total interest-bearing
liabilities                              94,781          2.67 %        2,530        88,371          2.42 %        2,139       80,592          2.04 %        1,648
Other liabilities and
stockholders' equity                     16,209                                     15,470                                    15,379
Total liabilities and
stockholders' equity            $       110,990                                  $ 103,841                                  $ 95,971
Net interest income                                               $    9,463                                 $    8,754                                $    8,000
Net interest margin(6)                                  10.41 %                                    10.27 %                                   10.19 %
Net yield on interest-earning
assets(7)                                                8.64 %                                     8.56 %                                    8.50 %
Interest rate spread(8)                                  8.28 %                                     8.23 %                                    8.21 %



(1) Average balances of loan receivables include non-accruing loans, which are

included in the yield calculations. If the non-accruing loan balances were

excluded, there would not be a material impact on the amounts reported above.

(2) Interest income on credit card loans includes $281 million, $241 million and

$218 million of amortization of balance transfer fees for the years ended

December 31, 2019, 2018 and 2017, respectively.

(3) Includes the impact of interest rate swap agreements used to change a portion

of fixed-rate funding to floating-rate funding.

(4) Includes the impact of interest rate swap agreements used to change a portion

of floating-rate funding to fixed-rate funding.

(5) Includes the impact of Federal Deposit Insurance Corporation ("FDIC")

insurance premiums and Large Institution Surcharge. As of October 2018, the

FDIC no longer assesses a Large Institution Surcharge.

(6) Net interest margin represents net interest income as a percentage of average

total loan receivables.

(7) Net yield on interest-earning assets represents net interest income as a

percentage of average total interest-earning assets.

(8) Interest rate spread represents the difference between the rate on total

interest-earning assets and the rate on total interest-bearing liabilities.





                                      -54-

--------------------------------------------------------------------------------

Table of Contents



Rate/Volume Variance Analysis(1)
(dollars in millions)

                             Year Ended December 31, 2019 vs.               

Year Ended December 31, 2018 vs.


                               Year Ended December 31, 2018

Year Ended December 31, 2017


                          Volume            Rate          Total          Volume            Rate          Total
(Decrease)/Increase in net interest income due to
changes in
Interest-earning
assets
Cash and cash
equivalents            $      (104 )     $       43     $      (61 )   $       15       $      117     $      132
Restricted cash                  -                2              2              -                6              6
Other short-term
investments                     20                -             20              -                -              -
Investment securities          133                6            139              4                9             13
Loan receivables
Credit card                    634              221            855            763              165            928
Personal loans                  12               35             47             51               25             76
Private student loans           58               26             84             54               38             92
PCI student loans              (33 )             13            (20 )          (35 )             15            (20 )
Other                           31                3             34             15                3             18
Total loan receivables         702              298          1,000            848              246          1,094
Total interest income          751              349          1,100            867              378          1,245
Interest-bearing
liabilities
Interest-bearing
deposits
Time deposits                   61              113            174             85               91            176
Money market deposits            5               20             25              -               35             35
Other interest-bearing
savings deposits                83               67            150             49              132            181
Total interest-bearing
deposits                       149              200            349            134              258            392
Borrowings
Securitized borrowings         (46 )             38             (8 )          (13 )             67             54
Other long-term
borrowings                      38               12             50             21               24             45
Total borrowings                (8 )             50             42              8               91             99
Total interest expense         141              250            391            142              349            491
Net interest income    $       610       $       99     $      709     $      725       $       29     $      754

(1) The rate/volume variance for each category has been allocated on a consistent

basis between rate and volume variances between the years ended December 31,

2019, 2018 and 2017 based on the percentage of the rate or volume variance to


    the sum of the two absolute variances.



                                      -55-

--------------------------------------------------------------------------------

Table of Contents



Loan Quality
Loan receivables consist of the following (dollars in millions):

                                                   December 31,
                             2019         2018         2017         2016         2015
Credit card loans         $ 77,181     $ 72,876     $ 67,291     $ 61,522     $ 57,896
Other loans
Personal loans               7,687        7,454        7,374        6,481        5,490
Private student loans        8,402        7,728        7,076        6,393        5,647
Other                        1,373          817          423          274          236
Total other loans           17,462       15,999       14,873       13,148       11,373
PCI loans(1)                 1,251        1,637        2,084        2,584        3,116
Total loan receivables      95,894       90,512       84,248       77,254       72,385

Allowance for loan losses (3,383 ) (3,041 ) (2,621 ) (2,167 )


    (1,869 )
Net loan receivables      $ 92,511     $ 87,471     $ 81,627     $ 75,087     $ 70,516

(1) Represents PCI private student loans. See Note 4: Loan Receivables to our

consolidated financial statements for more information regarding PCI loans.




Provision and Allowance for Loan Losses
Provision for loan losses is the expense related to maintaining the allowance
for loan losses at an appropriate level to absorb the estimated probable losses
in the loan portfolio at each period end date. While establishing the estimate
for probable losses requires significant management judgment, the factors that
influence the provision for loan losses include:
•       The impact of general economic conditions on the consumer, including
        national and regional conditions, unemployment levels, bankruptcy trends
        and interest rate movements;

• Changes in consumer spending, payment and credit utilization behaviors;

• Changes in our loan portfolio, including the overall mix of accounts,


        products and loan balances within the portfolio and maturation of the
        loan portfolio;

• The level and direction of historical and anticipated loan delinquencies


        and charge-offs;


•       The credit quality of the loan portfolio, which reflects, among other

factors, our credit granting practices and effectiveness of collection

efforts; and

• Regulatory changes or new regulatory guidance.




In determining the allowance for loan losses, we estimate probable losses
separately for segments of the loan portfolio that have similar risk
characteristics. We use a migration analysis to estimate the likelihood that a
loan will progress through the various stages of delinquency. We use other
analyses to estimate losses incurred from non-delinquent accounts, which adds to
the identification of loss emergence. We use these analyses together as a basis
for determining our allowance for loan losses.
The provision for loan losses is the amount of expense realized after
considering the level of net charge-offs in the period and the required amount
of allowance for loan losses at the balance sheet date. For the year ended
December 31, 2019, the provision for loan losses increased by $196 million, or
6%, as compared to the year ended December 31, 2018 primarily due to higher
levels of net charge-offs, slightly offset by lower reserve builds.
The allowance for loan losses was $3.4 billion at December 31, 2019, which
reflects a $342 million reserve build over the amount of the allowance for loan
losses at December 31, 2018. The reserve build, which primarily related to
credit card loans, was because of seasoning of continued loan growth and to a
lesser extent supply-driven credit normalization.

                                      -56-

--------------------------------------------------------------------------------

Table of Contents



The following tables provide changes in our allowance for loan losses (dollars in millions):

                                                       For the Year Ended December 31, 2019
                                                                          Student
                                  Credit Card       Personal Loans       Loans(1)         Other          Total
Balance at beginning of period   $     2,528       $         338       $      169      $        6     $   3,041
Additions
Provision for loan losses              2,849                 332               51              (1 )       3,231
Deductions
Charge-offs                           (3,165 )              (369 )            (82 )            (1 )      (3,617 )
Recoveries                               671                  47               13               -           731
Net charge-offs                       (2,494 )              (322 )            (69 )            (1 )      (2,886 )
Other(2)                                   -                   -               (3 )             -            (3 )
Balance at end of period         $     2,883       $         348       $      148      $        4     $   3,383

                                                       For the Year Ended December 31, 2018
                                                                          Student
                                  Credit Card       Personal Loans       Loans(1)         Other          Total
Balance at beginning of period   $     2,147       $         301       $      162      $       11     $   2,621
Additions
Provision for loan losses              2,594                 345               95               1         3,035
Deductions
Charge-offs                           (2,734 )              (345 )            (97 )            (6 )      (3,182 )
Recoveries                               521                  37               12               -           570
Net charge-offs                       (2,213 )              (308 )            (85 )            (6 )      (2,612 )
Other(2)                                   -                   -               (3 )             -            (3 )
Balance at end of period         $     2,528       $         338       $      169      $        6     $   3,041

                                                       For the Year Ended December 31, 2017
                                                                          Student
                                  Credit Card       Personal Loans       Loans(1)         Other          Total
Balance at beginning of period   $     1,790       $         200       $      158      $       19     $   2,167
Additions
Provision for loan losses              2,159                 332               93              (5 )       2,579
Deductions
Charge-offs                           (2,263 )              (258 )            (94 )            (3 )      (2,618 )
Recoveries                               461                  27               11               -           499
Net charge-offs                       (1,802 )              (231 )            (83 )            (3 )      (2,119 )
Other(2)                                   -                   -               (6 )             -            (6 )
Balance at end of period         $     2,147       $         301       $      162      $       11     $   2,621

(1) Includes both PCI and non-PCI private student loans. (2) Net change in reserves on PCI pools having no remaining non-accretable difference.






                                      -57-

--------------------------------------------------------------------------------

Table of Contents



The following tables provide changes in our allowance for loan losses (dollars in millions):

                                                       For the Year Ended December 31, 2016
                                                                          Student
                                  Credit Card       Personal Loans       Loans(1)         Other          Total
Balance at beginning of period   $     1,554       $         155       $      143      $       17     $   1,869
Additions
Provision for loan losses              1,579                 196               82               2         1,859
Deductions
Charge-offs                           (1,786 )              (172 )            (76 )             -        (2,034 )
Recoveries                               443                  21                9               -           473
Net charge-offs                       (1,343 )              (151 )            (67 )             -        (1,561 )
Balance at end of period         $     1,790       $         200       $      158      $       19     $   2,167

                                                       For the Year Ended December 31, 2015
                                                                          Student
                                  Credit Card       Personal Loans       Loans(1)         Other          Total
Balance at beginning of period   $     1,474       $         120       $      135      $       17     $   1,746
Additions
Provision for loan losses              1,300                 147               64               1         1,512
Deductions
Charge-offs                           (1,660 )              (129 )            (65 )            (1 )      (1,855 )
Recoveries                               440                  17                9               -           466
Net charge-offs                       (1,220 )              (112 )            (56 )            (1 )      (1,389 )
Balance at end of period         $     1,554       $         155       $      143      $       17     $   1,869

(1) Includes both PCI and non-PCI private student loans.




Net Charge-offs
Our net charge-offs include the principal amount of losses charged off less
principal recoveries and exclude charged-off and recovered interest and fees and
fraud losses. Charged-off and recovered interest and fees are recorded in
interest income and loan fee income, respectively, which is effectively a
reclassification of the provision for loan losses, while fraud losses are
recorded in other expense.
The following table presents amounts and rates of net charge-offs of key loan products (dollars in millions):

                                                              For the Years Ended December 31,
                                  2019                    2018                 2017                 2016                 2015
                               $            %          $         %          $         %          $         %          $         %
Credit card loans       $   2,494         3.43 %   $ 2,213     3.26 %   $ 1,802     2.91 %   $ 1,343     2.34 %   $ 1,220     2.22 %
Personal loans          $     322         4.28 %   $   308     4.15 %   $   231     3.30 %   $   151     2.55 %   $   112     2.15 %
Private student loans
(excluding PCI(1))      $      69         0.85 %   $    85     1.14 %   $    83     1.21 %   $    67     1.10 %   $    56     1.07 %


(1) See Note 4: Loan Receivables to our consolidated financial statements for

information regarding the accounting for charge-offs on PCI loans.




The net charge-off rates on our credit card and personal loans increased for the
year ended December 31, 2019 as compared to the year ended December 31, 2018 as
a result of seasoning of continued loan growth and supply-driven credit
normalization. Net charge-offs on our private student loans decreased for the
year ended December 31, 2019 as compared to the year ended December 31, 2018 due
to more effective collection strategies.

                                      -58-

--------------------------------------------------------------------------------

Table of Contents

Delinquencies


Delinquencies are an indicator of credit quality at a point in time. A loan
balance is considered delinquent when contractual payments on the loan become 30
days past due.
The following table presents the amounts and delinquency rates of key loan products that are 30 and 90 days or more delinquent,
loan receivables that are not accruing interest regardless of delinquency, and restructured loans (dollars in millions):

                                                                Years Ended December 31,
                                2019                  2018                 2017                 2016                 2015
                             $          %          $         %          $         %          $         %          $         %
Loans 30 or more days
delinquent
Credit card loans       $   2,019     2.62 %   $ 1,772     2.43 %   $ 1,532     2.28 %   $ 1,252     2.04 %   $   995     1.72 %
Personal loans          $     105     1.37 %   $   119     1.60 %   $   103     1.40 %   $    74     1.12 %   $    49     0.89 %
Private student loans
(excluding PCI
loans(1))               $     145     1.72 %   $   155     2.00 %   $   167     2.35 %   $   141     2.22 %   $   108     1.91 %

Loans 90 or more days
delinquent
Credit card loans(2)    $   1,020     1.32 %   $   887     1.22 %   $   751     1.12 %   $   597     0.97 %   $   490     0.85 %
Personal loans(3)       $      31     0.40 %   $    35     0.47 %   $    30     0.41 %   $    19     0.29 %   $    15     0.27 %
Private student loans
(excluding PCI
loans(1))(4)            $      36     0.42 %   $    38     0.49 %   $    33     0.47 %   $    35     0.55 %   $    24     0.43 %

Loans not accruing
interest                $     266     0.28 %   $   302     0.34 %   $   233     0.28 %   $   216     0.29 %   $   224     0.32 %

Restructured loans
Credit card loans
Currently enrolled      $   2,108     2.73 %   $ 1,649     2.26 %   $   926     1.38 %   $   781     1.27 %   $   746     1.29 %
No longer enrolled          1,254     1.62         599     0.82         390     0.58         304     0.49         273     0.47
Total credit card
loans(2)                $   3,362     4.35 %   $ 2,248     3.08 %   $ 1,316     1.96 %   $ 1,085     1.76 %   $ 1,019     1.76 %
Personal loans(3)       $     208     2.71 %   $   152     2.04 %   $   111     1.51 %   $    81     1.25 %   $    68     1.24 %
Private student loans
(excluding PCI
loans(1))(4)            $     269     3.20 %   $   182     2.36 %   $   137     1.94 %   $    86     1.35 %   $    48     0.85 %


(1) Excludes PCI loans, which are accounted for on a pooled basis. Since a pool

is accounted for as a single asset with a single composite interest rate and

aggregate expectation of cash flows, the past-due status of a pool, or that

of the individual loans within a pool, is not meaningful. Because we are

recognizing interest income on a pool of loans, it is all considered to be

performing.

(2) Restructured credit card loans include $184 million, $124 million, $74

million, $60 million and $44 million at December 31, 2019, 2018, 2017, 2016

and 2015, respectively, which are also included in loans 90 or more days

delinquent.

(3) Restructured personal loans include $7 million, $6 million, $5 million, $2

million and $4 million at December 31, 2019, 2018, 2017, 2016 and 2015,

respectively, which are also included in loans 90 or more days delinquent.

(4) Restructured private student loans include $10 million, $7 million, $5

million, $3 million and $3 million at December 31, 2019, 2018, 2017, 2016 and

2015, respectively, which are also included in loans 90 or more days

delinquent.




The 30-day and 90-day delinquency rates for credit card loans at December 31,
2019 increased as compared to December 31, 2018 primarily due to seasoning of
continued loan growth and supply-driven credit normalization. The 30-day and
90-day delinquency rates for personal loans decreased at December 31, 2019
compared to December 31, 2018 as a result of improved underwriting and more
effective collection strategies. The 30-day and 90-day delinquency rates for
student loans decreased at December 31, 2019 compared to December 31, 2018 due
to more effective collection strategies.
The restructured credit card, personal and private student loan balances
increased at December 31, 2019 as compared to December 31, 2018 due to seasoning
of continued loan growth and improved awareness of programs available to assist
borrowers having difficulties meeting payment obligations. To provide additional
clarity with respect to credit card loans classified as troubled debt
restructurings, the table above now discloses the balance of those loans
currently enrolled or no longer enrolled in a loan modification program. We
believe loan modification programs are useful in assisting customers
experiencing financial difficulties and help to prevent defaults. Of the $1,254
million of credit card loans that had been modified and are classified as
troubled debt restructurings but for which the borrowers

                                      -59-

--------------------------------------------------------------------------------

Table of Contents



are no longer enrolled in a loan modification program at December 31, 2019,
$1,038 million represents balances associated with borrowers that successfully
completed the program. We plan to continue to use loan modification programs as
a means to provide relief to customers experiencing temporary financial
difficulties. See Note 4: Loan Receivables to our consolidated financial
statements for further description of our use of loan modifications to provide
relief to customers experiencing financial hardship.
Modified and Restructured Loans
For information regarding modified and restructured loans, see "- Delinquencies"
and Note 4: Loan Receivables to our consolidated financial statements.
Maturities and Sensitivities of Loan Receivables to Changes in Interest Rates
Our loan portfolio had the following maturity distribution(1) (dollars in millions):

                                                                 Due After
                                                  Due One         One Year
                                                  Year or         Through         Due After
At December 31, 2019                               Less          Five Years

      Five Years        Total
Credit card loans                              $    23,147     $     41,052     $     12,982     $  77,181
Personal loans                                       2,157            5,236              294         7,687
Private student loans (excluding PCI)                  209            1,885            6,308         8,402
PCI loans                                              141              418              692         1,251
Other loans                                             50              247            1,076         1,373
Total loan portfolio                           $    25,704     $     48,838     $     21,352     $  95,894

(1) Because of the uncertainty regarding loan repayment patterns, the above

amounts have been calculated using contractually required minimum payments.

Historically, actual loan repayments have been higher than such minimum

payments and, therefore, the above amounts may not necessarily be indicative

of our actual loan repayments.




At December 31, 2019, approximately $42.4 billion of our loan portfolio due
after one year had interest rates tied to an index and approximately $27.8
billion were fixed-rate loans.
Other Income
The following table presents the components of other income (dollars in millions):

                                                                          2019 vs. 2018                 2018 vs. 2017
                            For the Years Ended December 31,           (Decrease) Increase           Increase (Decrease)
                              2019           2018        2017            $               %             $               %

Discount and interchange revenue, net(1) $ 1,066 $ 1,074 $ 1,052 $ (8 )

           (1 )%   $      22              2  %
Protection products
revenue                            194         204         223           (10 )           (5 )%         (19 )           (9 )%
Loan fee income                    449         402         363            47             12  %          39             11  %
Transaction processing
revenue                            197         178         167            19             11  %          11              7  %
Other income                        90          97          92            (7 )           (7 )%           5              5  %
Total other income       $       1,996     $ 1,955     $ 1,897     $      41              2  %   $      58              3  %


(1) Net of rewards, including Cashback Bonus rewards, of $1.9 billion, $1.8

billion and $1.6 billion for the years ended December 31, 2019, 2018 and

2017, respectively.




Total other income increased $41 million for the year ended December 31, 2019 as
compared to the year ended December 31, 2018, which was primarily driven by
higher loan fee income and transaction processing revenue. Loan fee income was
higher as a result of an increase in late fees. The increase in transaction
processing revenue was due to greater transaction volume on the PULSE network.
Net discount and interchange revenue was relatively flat for the year ended
December 31, 2019 as compared to the year ended December 31, 2018 with
offsetting increases in gross discount and interchange revenue and rewards, both
of which were primarily the result of higher sales volume.

                                      -60-

--------------------------------------------------------------------------------

Table of Contents



Other Expense
The following table represents the components of other expense (dollars in millions):

                                                                         2019 vs. 2018               2018 vs. 2017
                            For the Years Ended December 31,               Increase                    Increase
                              2019           2018        2017            $             %             $             %
Employee compensation
and benefits             $       1,738     $ 1,627     $ 1,512     $    111              7 %   $    115              8 %
Marketing and business
development                        883         857         776           26              3 %         81             10 %
Information processing
and communications                 409         350         315           59             17 %         35             11 %
Professional fees                  753         672         655           81             12 %         17              3 %
Premises and equipment             107         102          99            5              5 %          3              3 %
Other expense                      503         469         424           34              7 %         45             11 %
Total other expense      $       4,393     $ 4,077     $ 3,781     $    316              8 %   $    296              8 %



Total other expense increased $316 million for the year ended December 31, 2019
as compared to the year ended December 31, 2018. The increase was primarily
driven by higher employee compensation and benefits, professional fees, and
information processing and communications. Employee compensation and benefits
increased as a result of higher average salaries. The increase in professional
fees was primarily driven by higher collection fees resulting from increased
recoveries, as well as investments in technological capabilities. Information
processing and communications was higher due to continued investment in
infrastructure and analytic capabilities.
Income Tax Expense
The following table reconciles our effective tax rate to the U.S. federal statutory income tax rate:

                                                            For the Years Ended December 31,
                                                         2019              2018             2017
U.S. federal statutory income tax rate                    21.0  %           21.0  %          35.0  %
U.S. state, local and other income taxes, net of
U.S. federal income tax benefits                           3.5               3.6              3.1
Revaluation of net deferred tax assets and other
investments due to tax reform(1)                             -                 -              5.1
Tax credits                                               (1.4 )            (1.3 )           (1.3 )
Other                                                     (0.2 )             0.5             (1.2 )
Effective income tax rate                                 22.9  %           23.8  %          40.7  %

Income tax expense                                  $      878        $      855        $   1,438

(1) See Note 3: Investments - Other Investments to our consolidated financial

statements for a description of these investments.




For the year ended December 31, 2019, income tax expense increased $23 million,
or 2.7%, and the effective income tax rate decreased 0.9 percentage points as
compared to the year ended December 31, 2018. The increase in income tax expense
was primarily driven by increased pretax income. The effective tax rate
decreased primarily due to the resolution of certain tax matters.
Liquidity and Capital Resources
Funding and Liquidity
We seek to maintain stable, diversified and cost-effective funding sources and a
strong liquidity profile in order to fund our business and repay or refinance
our maturing obligations under both normal operating conditions and periods of
economic or financial stress. In managing our liquidity risk, we seek to
maintain a prudent liability maturity profile and ready access to an ample store
of primary and contingent liquidity sources. Our primary funding sources include
direct-to-consumer and brokered deposits, public term asset-backed
securitizations and other short-term and long-term borrowings. Our primary
liquidity sources include a liquidity portfolio comprised of highly liquid,
unencumbered assets, including cash and cash equivalents and investment
securities, and borrowing capacity through

                                      -61-

--------------------------------------------------------------------------------

Table of Contents



private term asset-backed securitizations. In addition, we have unused borrowing
capacity with the Federal Reserve discount window, which provides another source
of contingent liquidity.
Funding Sources
Deposits
We offer deposit products to customers through two channels: (i) through direct
marketing, internet origination and affinity relationships ("direct-to-consumer
deposits"); and (ii) indirectly through contractual arrangements with securities
brokerage firms ("brokered deposits"). Direct-to-consumer deposits include
online savings accounts, certificates of deposit, money market accounts, IRA
certificates of deposit and checking accounts, while brokered deposits include
certificates of deposit and sweep accounts. At December 31, 2019, we had $54.4
billion of direct-to-consumer deposits and $18.3 billion of brokered and other
deposits.
Credit Card Securitization Financing
We securitize credit card receivables as a source of funding. We access the
asset-backed securitization market using the Discover Card Master Trust I
("DCMT") and the Discover Card Execution Note Trust ("DCENT"), through which we
issue DCENT DiscoverSeries notes in both public and private transactions. From
time to time, we may add credit card receivables to these trusts to create
sufficient funding capacity for future securitizations while managing seller's
interest. We retain significant exposure to the performance of trust assets
through holdings of the seller's interest and subordinated security classes of
DCENT.
The securitization structures include certain features designed to protect
investors. The primary feature relates to the availability and adequacy of cash
flows in the securitized pool of receivables to meet contractual requirements,
the insufficiency of which triggers early repayment of the securities. We refer
to this as "economic early amortization", which is based on excess spread
levels. Excess spread is the amount by which income received by a trust during a
collection period, including interest collections, fees and interchange, exceeds
the fees and expenses of the trust during such collection period, including
interest expense, servicing fees and charged-off receivables. In the event of an
economic early amortization, which would occur if the excess spread fell below
0% on a three-month rolling average basis, we would be required to repay the
affected outstanding securitized borrowings using available collections received
by the trust; the period of ultimate repayment would be determined by the amount
and timing of collections received. An early amortization event would impair our
liquidity, and may require us to utilize our available non-securitization
related contingent liquidity or rely on alternative funding sources, which may
or may not be available at the time. As of December 31, 2019, the DiscoverSeries
three-month rolling average excess spread was 13.44%.
We may elect to add receivables to the restricted pool of receivables, subject
to certain requirements. Through our wholly-owned indirect subsidiary, Discover
Funding LLC, we are required to maintain a contractual minimum level of
receivables in the trust in excess of the face value of outstanding investors'
interests. This excess is referred to as the minimum seller's interest. The
required minimum seller's interest in the pool of trust receivables, which is
included in credit card loan receivables restricted for securitization
investors, is set at approximately 7% in excess of the total investors'
interests (which includes interests held by third parties as well as those
interests held by us). If the level of receivables in the trust were to fall
below the required minimum, we would be required to add receivables from the
unrestricted pool of receivables, which would increase the amount of credit card
loan receivables restricted for securitization investors. A decline in the
amount of the excess seller's interest could occur if balance repayments and
charge-offs exceeded new lending on the securitized accounts or as a result of
changes in total outstanding investors' interests. Seller's interest is impacted
by seasonality as higher balance repayments tend to occur in the first calendar
year quarter. If we could not add enough receivables to satisfy the minimum
seller's interest requirement, an early amortization (or repayment) of
investors' interests would be triggered. No accounts were added to those
restricted for securitization investors for the year ended December 31, 2019.
At December 31, 2019, we had $14.1 billion of outstanding public asset-backed
securities and $4.8 billion of outstanding subordinated asset-backed securities
that had been issued to our wholly-owned subsidiaries.

                                      -62-

--------------------------------------------------------------------------------

Table of Contents

The following table summarizes expected contractual maturities of the investors' interests in credit card securitizations, excluding those that have been issued to our wholly-owned subsidiaries (dollars in millions):



                                                                       One Year         Four Years
                                                      Less Than         Through          Through         After Five
At December 31, 2019                  Total           One Year        Three Years       Five Years          Years
Scheduled maturities of
long-term borrowings - owed to
credit card securitization
investors                        $       14,124     $     3,498     $       7,841     $      2,785     $           -



The triple-A rating of DCENT Class A Notes issued to date has been based, in
part, on an FDIC rule, which created a safe harbor that provides that the FDIC,
as conservator or receiver, will not, using its power to disaffirm or repudiate
contracts, seek to reclaim or recover assets transferred in connection with a
securitization, or recharacterize them as assets of the insured depository
institution, provided such transfer satisfies the conditions for sale accounting
treatment under previous GAAP. Although the implementation of the Financial
Accounting Standards Board Accounting Standards Codification Topic 860,
Transfers and Servicing, no longer qualified certain transfers of assets for
sale accounting treatment, the FDIC approved a final rule that preserved the
safe-harbor treatment applicable to revolving trusts and master trusts,
including DCMT, so long as those trusts would have satisfied the original FDIC
safe harbor if evaluated under GAAP pertaining to transfers of financial assets
in effect prior to December 2009. Other legislative and regulatory developments
may, however, impact our ability and/or desire to issue asset-backed securities
in the future.
Other Long-Term Borrowings-Student Loans
At December 31, 2019, $161 million of remaining principal balance was
outstanding on securitized debt assumed as part of our acquisition of The
Student Loan Corporation. Principal and interest payments on the underlying
student loans will reduce the balance of these secured borrowings over time.
Other Long-Term Borrowings-Corporate and Bank Debt
The following table provides a summary of Discover Financial Services (Parent Company)
and Discover Bank outstanding fixed-rate debt (dollars in millions):

                                                                       Principal Amount
At December 31, 2019

Outstanding

Discover Financial Services (Parent Company) fixed-rate senior notes, maturing 2022-2027

                                                    $     

3,422

Discover Financial Services (Parent Company) fixed-rate retail notes, maturing 2021-2031

                                                    $     

344

Discover Bank fixed-rate senior bank notes, maturing 2020-2028 $

6,850

Discover Bank fixed-rate subordinated bank notes, maturing 2020-2028 $

1,000





Certain Discover Financial Services senior notes require us to offer to
repurchase the notes at a price equal to 101% of their aggregate principal
amount plus accrued and unpaid interest in the event of a change of control
involving us and a corresponding ratings downgrade to below investment grade.
Short-Term Borrowings
As part of our regular funding strategy, we may from time to time borrow
short-term funds in the federal funds market or the repurchase ("repo") market
through repurchase agreements. Federal funds are short-term, unsecured loans
between banks or other financial entities with a Federal Reserve account. Funds
borrowed in the repo market are short-term, collateralized loans, usually
secured with highly-rated investment securities such as U.S. Treasury bills or
notes, or federal agency mortgage bonds or debentures. At December 31, 2019,
there were no outstanding balances in the federal funds market or repurchase
agreements.
Additional Funding Sources
Private Asset-Backed Securitizations
We have access to committed borrowing capacity through privately placed
asset-backed securitizations. At December 31, 2019, we had total committed
capacity of $6.0 billion, $500 million of which was drawn. While we

                                      -63-

--------------------------------------------------------------------------------

Table of Contents



may utilize funding from these private securitizations from time to time for
normal business operations, their committed nature also makes them a reliable
contingency funding source. Therefore, we reserve some undrawn capacity,
informed by our liquidity stress test results, for potential contingency funding
needs. We also seek to ensure the stability and reliability of these
securitizations by staggering their maturity dates, renewing them approximately
one year prior to their scheduled maturity dates and periodically drawing them
for operational testing purposes and seasonal funding needs.
Federal Reserve
Discover Bank has access to the Federal Reserve Bank of Philadelphia's discount
window. As of December 31, 2019, Discover Bank had $34.2 billion of available
borrowing capacity through the discount window based on the amount and type of
assets pledged, primarily consumer loans. We have no borrowings outstanding
under the discount window and reserve this capacity as a source of contingent
liquidity.
Funding Uses
Our primary uses of funds include the extensions of loans and credit, primarily
through Discover Bank, the purchase of investment securities for our liquidity
portfolio, working capital, and debt and capital service. We assess funding uses
and liquidity needs under stressed and normal operating conditions, considering
primary uses of funding, such as on-balance sheet loans, and contingent uses of
funding, such as the need to post additional collateral for derivatives
positions. In order to anticipate funding needs under stress, we conduct
liquidity stress tests to assess the impact of idiosyncratic, systemic and
hybrid (idiosyncratic and systemic) scenarios with varying levels of liquidity
risk reflecting a range of stress severity.
Credit Ratings
Our borrowing costs and capacity in certain funding markets, including those for
securitizations and unsecured senior and subordinated debt, may be affected by
the credit ratings of DFS, Discover Bank and the securitization trusts.
Downgrades in these credit ratings could result in higher interest expense on
our unsecured debt and asset securitizations, as well as higher collateral
enhancement requirements for both our public and private asset securitizations.
In addition to increased funding costs, deterioration in credit ratings could
reduce our borrowing capacity in the unsecured debt and asset securitization
capital markets.
We also maintain agreements with certain of our derivative counterparties that
contain provisions that require DFS and Discover Bank to maintain an investment
grade credit rating from specified major credit rating agencies. At December 31,
2019, Discover Bank's credit rating met specified thresholds set by its
counterparties. However, if its credit ratings were to fall below investment
grade, Discover Bank would be required to post additional collateral, which, as
of December 31, 2019, would have been $20 million. DFS (Parent Company) had no
outstanding derivatives as of December 31, 2019, and therefore, no collateral
was required.
The table below reflects our current credit ratings and outlooks:

                                                      Moody's
                                                     Investors   Standard
                                                      Service    & Poor's   Fitch Ratings
Discover Financial Services
Senior unsecured debt                                     Baa3       BBB-   

BBB+


Outlook for Discover Financial Services senior
unsecured debt                                          Stable     Stable          Stable
Discover Bank
Senior unsecured debt                                     Baa2        BBB            BBB+

Outlook for Discover Bank senior unsecured debt Stable Stable

Stable


Subordinated debt                                         Baa3       BBB-   

BBB

Discover Card Execution Note Trust
Class A(1)                                             Aaa(sf)    AAA(sf)         AAA(sf)


(1) An "sf" in the rating denotes rating agency identification for structured


    finance product ratings.



                                      -64-

--------------------------------------------------------------------------------

Table of Contents



A credit rating is not a recommendation to buy, sell or hold securities, may be
subject to revision or withdrawal at any time by the assigning rating
organization, and each rating should be evaluated independently of any other
rating.
Liquidity
We seek to ensure that we have adequate liquidity to sustain business
operations, fund asset growth and satisfy debt obligations under stressed and
normal operating conditions. In addition to the funding sources discussed in the
previous section, we also maintain highly liquid, unencumbered assets in our
liquidity portfolio that we expect to be able to convert to cash quickly and
with little loss of value using either the repo market or outright sales.
We maintain a liquidity risk and funding management policy, which outlines the
overall framework and general principles we follow in managing liquidity risk
across our business. The policy is approved by the Board of Directors with
implementation responsibilities delegated to the Asset and Liability Management
Committee (the "ALCO"). Additionally, we maintain a liquidity management
framework document, which outlines the general strategies, objectives and
principles we utilize to manage our liquidity position and the various liquidity
risks inherent in our business model. We seek to balance the trade-offs between
maintaining too much liquidity, which may be costly, with having too little
liquidity, which could cause financial distress. Liquidity risk is centrally
managed by the ALCO, which is chaired by our Treasurer and has cross-functional
membership. The ALCO monitors the liquidity risk profiles of DFS and Discover
Bank and oversees any actions Corporate Treasury may take to ensure that we
maintain ready access to our funding sources and sufficient liquidity to meet
current and projected needs. In addition, the ALCO and our Board of Directors
regularly review our compliance with our liquidity limits at DFS and Discover
Bank, which are established in accordance with the liquidity risk appetite set
by our Board of Directors.
We employ a variety of metrics to monitor and manage liquidity. We utilize early
warning indicators ("EWIs") to detect the initial phases of liquidity stress
events and a reporting and escalation process that is designed to be consistent
with regulatory guidance. The EWIs include both idiosyncratic and systemic
measures, and are monitored on a daily basis and reported to the ALCO regularly.
A warning from one or more of these indicators triggers prompt review and
decision-making by our senior management team, and in certain instances may lead
to the convening of a senior-level response team and activation of our
contingency funding plan.
In addition, we conduct liquidity stress tests regularly and ensure contingency
funding is in place to address potential liquidity shortfalls. We evaluate a
range of stress scenarios that are designed in accordance with regulatory
requirements, including idiosyncratic, systemic and a combination of such events
that could impact funding sources and our ability to meet liquidity needs. These
scenarios measure the projected liquidity position at DFS and Discover Bank
across a range of time horizons by comparing estimated contingency funding needs
to available contingent liquidity.
Our primary contingent liquidity sources include our liquidity portfolio and
private securitizations with unused borrowing capacity. In addition, we have
unused borrowing capacity with the Federal Reserve discount window, which
provides an additional source of contingent liquidity. We seek to maintain
sufficient liquidity to be able to satisfy all maturing obligations and fund
business operations for at least 12 months in a severe stress environment. In
such an environment, we may also take actions to curtail the size of our balance
sheet, which would reduce the need for funding and liquidity.
At December 31, 2019, our liquidity portfolio is comprised of highly liquid,
unencumbered assets, including cash and cash equivalents and investment
securities. Cash and cash equivalents were primarily in the form of deposits
with the Federal Reserve. Investment securities primarily included debt
obligations of the U.S. Treasury and residential mortgage-backed securities
issued by U.S. government housing agencies or government-sponsored enterprises.
These investments are considered highly liquid, and we expect to have the
ability to raise cash by selling them, utilizing repurchase agreements or
pledging certain of these investments to access secured funding. The size and
composition of our liquidity portfolio may fluctuate based upon the size of our
balance sheet as well as operational requirements, market conditions and
interest rate risk management policies. For example, we have altered the
composition of our liquidity portfolio to mitigate the potential volatility of
earnings that may arise from changes in interest rates.

                                      -65-

--------------------------------------------------------------------------------

Table of Contents



At December 31, 2019, our liquidity portfolio and undrawn credit facilities were
$56.3 billion, which was $3.4 billion higher than the balance at December 31,
2018. During the year ended December 31, 2019, the average balance of our
liquidity portfolio was $18.1 billion.
                                                                        December 31,
                                                                     2019              2018
                                                                    (dollars in millions)
Liquidity portfolio
Cash and cash equivalents(1)                                  $      6,406          $  12,832
Investment securities(2)                                            10,202              3,091
Total liquidity portfolio                                           16,608             15,923
Private asset-backed securitizations(3)                              5,500              5,500
Primary liquidity sources                                           22,108             21,423
Federal Reserve discount window(3)                                  34,220             31,486

Total liquidity portfolio and undrawn credit facilities $ 56,328

$ 52,909

(1) Cash in the process of settlement and restricted cash are excluded from cash

and cash equivalents for liquidity purposes.

(2) Excludes $121 million and $42 million of U.S. Treasury securities that have

been pledged as swap collateral in lieu of cash as of December 31, 2019 and

2018, respectively.

(3) See "- Additional Funding Sources" for additional information.




Bank Holding Company Liquidity
The primary uses of funds at the unconsolidated DFS level include debt service
obligations (interest payments and return of principal) and capital service and
management activities, which include dividend payments on capital instruments
and the periodic repurchase of shares of our common stock. Our primary sources
of funds at the bank holding company level include the proceeds from the
issuance of unsecured debt and capital securities, as well as dividends from our
subsidiaries, particularly Discover Bank. Under periods of idiosyncratic or
systemic stress, the bank holding company could lose or experience impaired
access to the capital markets. In addition, our regulators have the discretion
to restrict dividend payments from Discover Bank to the bank holding company.
We utilize a measure referred to as Number of Months of Pre-Funding to determine
the length of time Discover Financial Services can meet upcoming funding
obligations including common and preferred stock dividend payments and debt
service obligations using existing cash resources.
We structure our debt maturity schedule to minimize the amount of debt maturing
within a short period of time. See Note 9: Long-Term Borrowings to our
consolidated financial statements for further information regarding our debt.
Capital
Our primary sources of capital are the earnings generated by our businesses and
the proceeds from issuances of capital securities. We seek to manage capital to
a level and composition sufficient to support the growth and risks of our
businesses and to meet regulatory requirements, rating agency targets and debt
investor expectations. Within these constraints, we are focused on deploying
capital in a manner that provides attractive returns to our stockholders. The
level, composition and utilization of capital are influenced by changes in the
economic environment, strategic initiatives, and legislative and regulatory
developments.
Under regulatory capital requirements adopted by the Federal Reserve and the
FDIC, DFS, along with Discover Bank, must maintain minimum levels of capital.
Failure to meet minimum capital requirements can result in the initiation of
certain mandatory and possibly additional discretionary actions by regulators
that, if undertaken, could limit our business activities and have a direct
material effect on our financial position and results. We must meet specific
capital requirements that involve quantitative measures of assets, liabilities
and certain off-balance sheet items, as calculated under regulatory guidance and
regulations. Current or future legislative or regulatory reforms, such as the
future implementation of CECL, may require us to hold more capital or adversely
impact our capital level. We consider the potential impacts of these reforms in
managing our capital position.
Discover Financial Services and Discover Bank are subject to regulatory capital
requirements that became effective January 2015 under final rules issued by the
Federal Reserve and the Federal Deposit Insurance Corporation

                                      -66-

--------------------------------------------------------------------------------

Table of Contents



to implement the provisions under the Basel Committee's December 2010 framework
("Basel III rules"). The Basel III rules require Discover Financial Services and
Discover Bank to maintain minimum risk-based capital and leverage ratios and
define what constitutes capital for purposes of calculating those ratios. Under
Basel III rules for regulatory capital, DFS and Discover Bank are classified as
"Standardized Approach" entities, defined as U.S. banking organizations with
consolidated total assets over $50 billion but not exceeding $250 billion and
consolidated total on-balance sheet foreign exposures less than $10 billion. As
of January 1, 2019, thresholds within the Basel III rules are fully phased in
with the exception of certain transition provisions that were frozen pursuant to
regulation issued in November 2017. Pursuant to a final rule issued in July
2019, the transition provisions that were previously frozen will be replaced
with new permanent thresholds as discussed below. For additional information
regarding the risk-based capital and leverage ratios, see Note 17: Capital
Adequacy to our consolidated financial statements.
The Basel III rules also introduced a capital conservation buffer ("CCB") on top
of the minimum risk-weighted asset ratios. The buffer is designed to absorb
losses during periods of economic stress. The application of the buffer was
subject to phase-in periods that ended December 31, 2019. Then beginning January
1, 2019, the CCB effectively results in minimum regulatory capital ratios
(including the CCB) of (i) Common Equity Tier 1 ("CET1") to risk-weighted assets
of at least 7.0%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%
and (iii) Total capital to risk-weighted assets of at least 10.5%. Banking
institutions with a capital ratio below the required threshold will face
constraints on dividends, equity repurchases and compensation based on the
amount of the shortfall. There is a proposal under regulatory review by the
Federal Reserve that would effectively replace the CCB with a new buffer
requirement for DFS that is linked to supervisory stress testing results (i.e.,
the Stress Capital Buffer), see "- Regulatory Environment and Developments."
The Basel III rules provide for certain threshold-based deductions from and
adjustments to CET1, to the extent that any one such category exceeds 10% of
CET1 or all such categories in the aggregate exceed 15%. In July 2019, federal
banking regulators issued a final rule that, among other things, revises certain
capital requirements for Standardized Approach banks by raising the 10% of CET1
deduction threshold for certain items to 25% and eliminates the 15% combined
deduction threshold applying to these items. These changes will become effective
for all Standardized Approach banking institutions in April 2020, although banks
have the option to adopt early beginning on January 1, 2020.
Basel III rules also require disclosures relating to market discipline. This
series of disclosures is commonly referred to as "Pillar 3." The objective is to
increase transparency of capital requirements for banking organizations. We are
required to make prescribed regulatory disclosures on a quarterly basis
regarding our capital structure, capital adequacy, risk exposures and
risk-weighted assets. The Pillar 3 disclosures are made publicly available on
our website in a report called "Basel III Regulatory Capital Disclosures."
At December 31, 2019, DFS and Discover Bank met the requirements for
"well-capitalized" status under Regulation Y and the prompt corrective action
rules, respectively, exceeding the regulatory minimums to which they were
subject under the applicable rules.
We disclose tangible common equity, which represents common equity less goodwill
and intangibles. Management believes that common stockholders' equity excluding
goodwill and intangibles is a meaningful measure to investors of our true net
asset value. As of December 31, 2019, tangible common equity is not formally
defined by U.S. GAAP or codified in the federal banking regulations and, as
such, is considered to be a non-GAAP financial measure. Other financial services
companies may also disclose this measure and definitions may vary, so we advise
users of this information to exercise caution in comparing this measure for
different companies.
The following table provides a reconciliation of total common stockholders' equity (a U.S. GAAP
financial measure) to tangible common equity (dollars in millions):

                                                                          

December 31,


                                                                    2019                  2018
Total common stockholders' equity(1)                          $     11,296           $     10,567
Less: goodwill                                                        (255 )                 (255 )
Less: intangible assets, net                                          (155 )                 (161 )
Tangible common equity                                        $     10,886           $     10,151

(1) Total common stockholders' equity is calculated as total stockholders' equity


    less preferred stock.



                                      -67-

--------------------------------------------------------------------------------

Table of Contents



Additionally, we are subject to regulatory requirements imposed by the Federal
Reserve as part of its stress testing framework and CCAR program. Refer to "-
Regulatory Environment and Developments" for more information.
For the period between July 1, 2019 and June 30, 2020, the Federal Reserve
pre-approved capital distributions up to a maximum amount for each Category IV
bank, including Discover. The Federal Reserve based these capital distribution
limits on results from the 2018 supervisory stress test. Notwithstanding the
pre-approval, we were still required to prepare a capital plan to be approved by
our Board of Directors. This plan outlined our contemplated capital
distributions for the period from July 1, 2019 to June 30, 2020, which were
within the Federal Reserve's pre-approved amount.
After our Board of Directors approved our capital plan, we submitted our planned
capital actions to the Federal Reserve in April 2019. Pursuant to that plan, we
are returning capital to our shareholders by paying dividends on our common and
preferred stock and repurchasing shares of our common stock. We recently
declared a quarterly cash dividend on our common stock of $0.44 per share,
payable on March 5, 2020 to holders of record on February 20, 2020, which is
consistent with the amount paid in the third and fourth quarters of 2019. We
also recently declared a semi-annual cash dividend on our preferred stock of
$2,750 per share, equal to $27.50 per depositary share, payable on April 30,
2020 to holders of record on April 15, 2020, which is consistent with the amount
paid in the second and fourth quarters of 2019. On July 18, 2019, our Board of
Directors approved a share repurchase program authorizing the repurchase of up
to $2.2 billion of our outstanding shares of common stock. The program expires
on September 30, 2020 and may be terminated at any time. This program replaced
the prior $3.0 billion share repurchase program, which had $1.2 billion of
remaining authorization. During the year ended December 31, 2019, we repurchased
approximately 22 million shares, or 7%, of our outstanding common stock for $1.7
billion. We expect to continue to repurchase shares under our program from time
to time based on market conditions and other factors, subject to legal and
regulatory requirements and restrictions, including limitations from the Federal
Reserve as described above. Share repurchases under the program may be made
through a variety of methods, including open market purchases, privately
negotiated transactions or other purchases, including block trades, accelerated
share repurchase transactions, or any combination of such methods.
The amount and size of any future dividends and share repurchases will depend
upon our results of operations, financial condition, capital levels, cash
requirements, future prospects and other factors, such as the implementation of
CECL. The declaration and payment of future dividends, as well as the amount
thereof, are subject to the discretion of our Board of Directors. Holders of our
shares of common stock are subject to the prior dividend rights of holders of
our preferred stock or the depositary shares representing such preferred stock
outstanding, and if full dividends have not been declared and paid on all
outstanding shares of preferred stock in any dividend period, no dividend may be
declared or paid or set aside for payment on our common stock. In addition, as
noted above, banking laws and regulations and our banking regulators may limit
our ability to pay dividends and make share repurchases, including limitations
on the extent to which our banking subsidiaries can provide funds to us through
dividends, loans or otherwise. Further, current or future regulatory reforms may
require us to hold more capital or adversely impact our capital level. There can
be no assurance that we will declare and pay any dividends or repurchase any
shares of our common stock in the future. For more information, including
conditions and limits on our ability to pay dividends and repurchase our stock,
see "Business - Supervision and Regulation - Capital, Dividends and Share
Repurchases," "Risk Factors - Credit, Market and Liquidity Risk - We may be
limited in our ability to pay dividends on and repurchase our stock" and "- We
are a holding company and depend on payments from our subsidiaries" and Note 17:
Capital Adequacy to our consolidated financial statements.
Certain Off-Balance Sheet Arrangements
Guarantees
Guarantees are contracts or indemnification agreements that contingently require
us to make payments to a guaranteed party based on changes in an underlying
asset, liability, or equity security of a guaranteed party, rate or index. Also
included in guarantees are contracts that contingently require the guarantor to
make payments to a guaranteed party based on another entity's failure to perform
under an agreement. Our guarantees relate to transactions processed on the
Discover Network and certain transactions processed by PULSE and Diners Club.
See Note 18: Commitments, Contingencies and Guarantees to our consolidated
financial statements for further discussion regarding our guarantees.

                                      -68-

--------------------------------------------------------------------------------

Table of Contents



Contractual Obligations and Contingent Liabilities and Commitments
In the normal course of business, we enter into various contractual obligations that may require future cash payments.
Contractual obligations include deposits, long-term borrowings, operating lease obligations, interest payments on
fixed-rate debt, purchase obligations and other liabilities. Our future cash payments associated with our contractual
obligations are summarized below (dollars in millions):

                                                                          Payments Due By Period
                                                                                          Four Years
                                                    Less Than One   One Year Through     Through Five     More Than Five
At December 31, 2019                  Total             Year           Three Years           Years            Years
Deposits(1)(2)                   $       72,746     $    57,341     $        10,272     $       3,222     $      1,911
Borrowings(3)                            25,701           5,247               9,329             5,884            5,241
Operating leases                            128              14                  27                28               59
Interest payments on fixed-rate
debt                                      2,648             614                 922               576              536
Purchase obligations(4)                   1,237             641                 369               180               47
Other liabilities(5)                        301              53                  72                42              134

Total contractual obligations $ 102,761 $ 63,910 $

20,991 $ 9,932 $ 7,928

(1) Deposits do not include interest payments because payment amounts and timing

cannot be reasonably estimated as certain deposit accounts have early

withdrawal rights and the option to roll interest payments into the balance.

(2) Deposits due in less than one year include deposits with indeterminate

maturities.

(3) See Note 9: Long-Term Borrowings to our consolidated financial statements for

further discussion. Total future payment of interest charges for the

floating-rate notes is estimated to be $392 million as of December 31, 2019,

utilizing the current interest rates as of that date.

(4) Purchase obligations for goods and services include payments under, among

other things, consulting, outsourcing, data, advertising, sponsorship,

software license, telecommunications agreements and global acceptance

contracts. Purchase obligations also include payments under rewards program

agreements with merchants. Purchase obligations at December 31, 2019 reflect

the minimum purchase obligation under legally binding contracts with contract

terms that are both fixed and determinable. These amounts exclude obligations

for goods and services that already have been incurred and are reflected on

our consolidated statement of financial condition.

(5) Other liabilities include our expected benefit payments associated with our

pension plan, the contingent liability associated with our other investments

accounted for under the equity method and a commitment to purchase certain

when-issued mortgage-backed securities under an agreement with the Delaware

State Housing Authority as part of our community reinvestment initiatives.




As of December 31, 2019 our consolidated statement of financial condition
reflects a liability for unrecognized tax benefits of $61 million and
approximately $17 million of accrued interest and penalties. Since the ultimate
amount and timing of any future cash settlements cannot be predicted with
reasonable certainty, the estimated income tax obligations about which there is
uncertainty have been excluded from the contractual obligations table. See Note
15: Income Taxes to our consolidated financial statements for further
information concerning our tax obligations.
We extend credit for consumer loans, primarily arising from agreements with
customers for unused lines of credit on certain credit cards and certain other
loan products, provided there is no violation of conditions established in the
related agreement. At December 31, 2019, our unused credit arrangements were
approximately $206.7 billion. These arrangements, substantially all of which we
can terminate at any time and which do not necessarily represent future cash
requirements, are periodically reviewed based on account usage, customer
creditworthiness and loan qualification. In addition, in the ordinary course of
business, we guarantee payment on behalf of subsidiaries relating to contractual
obligations with external parties. The activities of the subsidiaries covered by
any such guarantees are included in our consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Market risk refers to the risk that a change in the level of one or more market
prices, rates, indices, correlations or other market factors will result in
losses for an investment position or portfolio. We are exposed to market risk
primarily from changes in interest rates.
Interest Rate Risk
We borrow money from a variety of depositors and institutions in order to
provide loans to our customers, as well as invest in other assets and our
business. These loans and other assets earn interest, which we use to pay
interest on the money borrowed. Our net interest income and, therefore,
earnings, will be reduced if the interest rate earned on assets increases at a
slower pace than the interest rate paid on our borrowings. Changes in interest
rates and our

                                      -69-

--------------------------------------------------------------------------------

Table of Contents



competitors' responses to those changes may influence customer payment rates,
loan balances or deposit account activity. As a result, we may incur higher
funding costs, which may decrease earnings.
Our interest rate risk management policies are designed to measure and manage
the potential volatility of earnings that may arise from changes in interest
rates by having a financing portfolio that reflects our mix of variable- and
fixed-rate assets. To the extent that the repricing characteristics of the
assets and liabilities in a particular portfolio are not sufficiently matched,
we may utilize interest rate derivative contracts, such as swap agreements, to
achieve our objectives. Interest rate swap agreements effectively convert the
underlying asset or liability from fixed- to floating-rate or from floating- to
fixed-rate. See Note 21: Derivatives and Hedging Activities to our consolidated
financial statements for information on our derivatives activity.
We use an interest rate sensitivity simulation to assess our interest rate risk
exposure. For purposes of presenting the possible earnings effect of a
hypothetical, adverse change in interest rates over the 12-month period from our
reporting date, we assume that all interest rate sensitive assets and
liabilities will be impacted by a hypothetical, immediate 100 basis point change
in interest rates relative to market consensus expectations as of the beginning
of the period. The sensitivity is based upon the hypothetical assumption that
all relevant types of interest rates would change instantaneously,
simultaneously and to the same degree.
Our interest rate sensitive assets include our variable-rate loan receivables
and the assets that make up our liquidity portfolio. We have limitations on our
ability to mitigate interest rate risk by adjusting rates on existing balances
and competitive actions may limit our ability to increase the rates that we
charge to customers for new loans. At December 31, 2019, the majority of our
credit card and student loans charge variable rates. Assets with rates that are
fixed at period end but which will mature, or otherwise contractually reset to a
market-based indexed rate or other fixed rate prior to the end of the 12-month
period, are considered to be rate sensitive. The latter category includes
certain revolving credit card loans that may be offered at below-market rates
for an introductory period, such as balance transfers and special promotional
programs, after which the loans will contractually reprice in accordance with
our normal market-based pricing structure. For assets that have a fixed interest
rate but contractually will, or are assumed to, reset to a market-based indexed
rate or other fixed rate during the next 12 months, earnings sensitivity is
measured from the expected repricing date. In addition, for all interest rate
sensitive assets, earnings sensitivity is calculated net of expected loan
losses, which for purposes of this analysis, are assumed to remain unchanged
relative to our baseline expectations over the analysis horizon.
Interest rate sensitive liabilities are assumed to be those for which the stated
interest rate is not contractually fixed for the next 12-month period. Thus,
liabilities that vary with changes in a market-based index, such as the federal
funds rate or London Interbank Offered Rate, which will reset before the end of
the 12-month period, or liabilities whose rates are fixed at the fiscal period
end but will mature and are assumed to be replaced with a market-based indexed
rate prior to the end of the 12-month period, are also considered to be rate
sensitive. For these fixed-rate liabilities, earnings sensitivity is measured
from the expected maturity date.
Net interest income sensitivity requires assumptions to be made regarding market
conditions, consumer behavior, and the overall growth and composition of the
balance sheet. These assumptions are inherently uncertain and, as a result,
actual earnings may differ from the simulated earnings presented below. Our
actual earnings depend on multiple factors including, but not limited to, the
direction and timing of changes in interest rates, the movement of short-term
versus long-term rates, balance sheet composition, competitor actions affecting
pricing decisions in our loans and deposits, and strategic actions undertaken by
management.
The following table shows the impacts to net interest income over the following 12-month period that we estimate would result from
an immediate and parallel change in interest rates affecting all interest rate sensitive assets and liabilities (dollars in
millions):

                                                       At December 31, 2019                          At December 31, 2018
Basis point change                                     $                      %                      $                      %
+100                                          $          12                  0.12  %        $         192                  2.01  %
-100                                          $         (13 )               (0.13 )%        $        (194 )               (2.03 )%





                                      -70-

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses