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DISCOVER FINANCIAL SERVICES

Consolidated Statements of Changes in Stockholders’ Equity

Balance at November 30, 2008

Adoption of the measurement date provision

of ASC 715 (FASB Statement No. 158),

net of tax

Comprehensive income:

Net income

Adjustments related to investment

securities, net of tax

Adjustments related to pension and

postretirement benefits, net of tax

Other comprehensive loss

Total comprehensive income

Purchases of treasury stock

Common stock issued under employee

benefit plans

Common stock issued and stock-based

compensation expense

Income tax deficiency on stock based

Issuance of common stock

Dividends paid—common stock

Issuance of preferred stock

Accretion of preferred stock discount

Dividends—preferred stock

Special dividend - Morgan Stanley

Balance at November 30, 2009

Adoption of ASC 810 (FASB Statement

No. 167), net of tax

Comprehensive income:

Net income

Adjustments related to investment

securities, net of tax

Adjustments related to cash flow hedges,

net of tax

Adjustments related to pension and

postretirement benefits, net of tax

Other comprehensive loss

Total comprehensive income

Purchases of treasury stock

Common stock issued under employee

benefit plans

Common stock issued and stock-based

compensation expense

Income tax deficiency on stock based

compensation plans

Dividends paid—common stock

Accretion of preferred stock discount

Dividends—preferred stock

Redemption of preferred stock

Repurchase of stock warrant

Special dividend—Morgan Stanley

Balance at November 30, 2010

Comprehensive income:

Net income

Adjustments related to investment

securities, net of tax

Adjustments related to cash flow hedges,

net of tax

Adjustments related to pension and

postretirement benefits, net of tax

Other comprehensive income

Total comprehensive income

Purchases of treasury stock

Common stock issued under employee

benefit plans

Common stock issued and stock based

compensation expense

Dividends paid—common stock

Balance at November 30, 2011

Preferred Stock

(dollars and shares in thousands)

—

1,225

—

1,225

—

(1,225)

—

Amount

$—

—

1,148,691

9,375

—

$ 1,158,066

—

66,492

—

(1,224,558)

—

$—

—

$—

Common Stock

480,517

—

135

4,093

—

60,054

—

544,799

—

2,247

—

547,128

—

2,567

—

549,749

Amount

$ 4,805

—

600

—

$ 5,448

—

$ 5,471

—

$ 5,497

Additional

Paid-in

Capital

$ 2,938,657

—

1,157

42,929

(18,601)

533,222

—

75,867

—

$ 3,573,231

—

1,127

36,169

(3,209)

—

(172,000)

—

$ 3,435,318

—

1,225

71,211

—

$ 3,507,754

Retained

Earnings

$ 3,046,956

(1,110)

1,276,185

—

120

—

(59,877)

—

(9,375)

(43,880)

(335,757)

$ 3,873,262

(1,411,117)

764,788

—

(43,899)

(66,492)

(23,811)

—

33,757

$ 3,126,488

2,226,708

—

(109,878)

$ 5,243,318

Accumulated

Other

Comprehensive

Income (Loss)

$ (66,338)

—

(8,527)

(79,953)

(88,480)

—

$ (154,818)

78,561

—

(8,894)

2,525

(6,291)

—

$ (82,548)

—

46,967

4,480

(20,578)

30,869

—

$ (51,679)

Treasury

Stock

$ (8,257)

—

(11,385)

—

$ (19,642)

—

(8,241)

—

$ (27,883)

—

(434,796)

—

$(462,679)

Total

Stockholders’

Equity

$ 5,915,823

(1,110)

1,276,185

(88,480)

1,187,705

(11,385)

1,158

43,091

(18,601)

533,822

(59,877)

1,224,558

—

(43,880)

(335,757)

$ 8,435,547

(1,332,556)

764,788

(6,291)

758,497

(8,241)

1,128

36,191

(3,209)

(43,899)

—

(23,811)

(1,224,558)

(172,000)

33,757

$ 6,456,846

2,226,708

30,869

2,257,577

(434,796)

1,226

71,236

(109,878)

$ 8,242,211

See Notes to the Consolidated Financial Statements.

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