Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
16 August 2016 - 5:45AM
Edgar (US Regulatory)
CALCULATION OF REGISTRATION FEE
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Title of Each Class
of
Securities Offered
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Maximum Aggregate
Offering Price
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Amount of
Registration Fee
(1)
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3.500 % Discover Financial Services InterNotes Due August 15, 2028
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$4,715,000
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474.81
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(1)
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Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Pricing Supplement dated August 15, 2016
Filed under Rule 424(b)(2), Registration Statement No. 333-205280
Pricing Supplement No. 21 - Dated Monday, August 15, 2016 (to: Prospectus dated June 26, 2015 and Prospectus
Supplement Dated: September 8, 2015)
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CUSIP
Number
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Principal
Amount
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Selling
Price
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Gross
Concession
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Net
Proceeds
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Coupon
Type
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Coupon
Rate
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Coupon
Frequency
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Day Count
Basis
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Maturity
Date
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1st Coupon
Date
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1st Coupon
Amount
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Survivors
Option
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FDIC
Guaranteed
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Product
Ranking
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25472CAY5
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$4,715,000.00
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100.00 %
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2.000 %
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$4,620,700.00
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Fixed
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3.500 %
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Semi-Annual
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30/360
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08/15/2028
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2/15/2017
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$17.21
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Yes
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No
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Senior Unsecured
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Notes
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Redemption Information:
Callable in whole or in part, at any time on or after
5/15/2028.
Optional Redemption: Discover Financial
Services may, at its option, at any time on or after 05/15/2028, redeem these Discover Financial Services InterNotes in whole or in part on no less than 10 nor more than 30 days prior notice delivered to the holders of these Discover Financial
Services InterNotes. These Discover Financial Services InterNotes will be redeemable at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. If fewer than all of these Discover
Financial Services InterNotes are to be redeemed, the Trustee will select the Notes for redemption on a pro rata basis, by lot or by such other method in accordance with the DTCs procedures. These Discover Financial Services InterNotes will be
redeemed in denominations of $1,000 and integral multiples of $1,000 in excess thereof. If these Discover Financial Services InterNotes are to be redeemed in part only, the notice of redemption will state the portion to be redeemed. Unless Discover
Financial Services defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on these Discover Financial Services InterNotes or the portions of these Discover Financial Services InterNotes called
for redemption.
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Trade Date: Monday, August 15, 2016 @ 12:00 PM ET
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Discover Financial Services
Discover Financial Services InterNotes
Pricing Supplement No. 21 - Dated Monday, August 15, 2016
(to: Prospectus dated June 26, 2015 and Prospectus Supplement Dated: September 8, 2015)
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Settlement Date: Thursday, August 18, 2016
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades
settle flat and clear SDFS: DTC Book Entry only
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Lead Manager: Incapital LLC
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Agents: BofA Merrill Lynch, Citigroup, Morgan Stanley, RBC Capital Markets, Wells Fargo Advisors, LLC
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Legal Matters
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In the opinion of Sidley Austin LLP, as counsel to Discover Financial Services (the Company), when the notes offered by this
pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to
customary assumptions about the trustees authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated September 8, 2015, which has
been filed as an exhibit to a Current Report on Form 8-K filed by the Company on September 8, 2015.
InterNotes
®
is a registered trademark of Incapital Holdings LLC. All Rights Reserved.
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