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DISCOVER FINANCIAL SERVICES FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

August 7, 2014



Item 2.03. Creation of a Direct Financial Obligation of a Registrant or an

Obligation under an Off-Balance Sheet Arrangement of a Registrant.



On August 7, 2014, Discover Bank (the "Bank"), a wholly-owned subsidiary of Discover Financial Services (the "Company"), issued and sold $750,000,000 aggregate principal amount of its 3.200% Notes due 2021 (the "Notes"). The Notes were issued pursuant to a Fiscal and Paying Agency Agreement, dated August 7, 2014 (the "FPAA"), between the Bank, as issuer of the Notes, and U.S. Bank National Association, as fiscal and paying agent. The Notes were issued pursuant to an exemption from registration provided by Section 3(a)(2) of the Securities Act of 1933, as amended.

The Notes are direct, unconditional and unsecured general obligations of the Bank and rank pari passu among themselves and all other unsecured and unsubordinated indebtedness of the Bank, except deposit liabilities and other obligations that are entitled to any priorities or preferences. The Notes are solely the obligations of the Bank and are neither obligations of, nor guaranteed by, the Company (which is the sole shareholder of the Bank) or any of the Bank's other affiliates.

The Notes mature on August 9, 2021. The Notes are subject to redemption at the option of the Bank, at any time after July 9, 2021, in whole or in part on no less than 30 nor more than 60 days' prior notice delivered to the holders. The Notes will bear interest semi-annually at the rate of 3.200% per annum from August 7, 2014 until the principal of the Notes has been paid in full or a sum sufficient to pay the principal of the Notes has been made available for payment. Interest on the Notes will be payable semi-annually in arrears on February 9 and August 9 of each year, commencing February 9, 2015, and on the date of maturity (each, an "Interest Payment Date"). Payments will include interest accrued to (but excluding) the relevant Interest Payment Date. Interest on the Notes will be calculated on the basis of a 360 day year of twelve 30-day months.

A copy of the FPAA, which includes the form of Note as an exhibit thereto, is filed with this Company's Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 4.1 Fiscal and Paying Agency Agreement, dated August 7, 2014, between Discover Bank, as issuer, and U.S. Bank National Association, as fiscal and paying agent.



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Source: Edgar Glimpses


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