Discover 2011 Annual Report Download - page 168

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Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements in accordance with generally accepted accounting principles. There are inherent limitations to the
effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error,
the circumvention or overriding of the system and reasonable resource constraints. Because of its inherent limitations, our
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree
of compliance with policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of November 30, 2011. In
making this assessment, management used the criteria set forth in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management's assessments and those
criteria, management has concluded that our internal control over financial reporting was effective as of November 30, 2011.
The effectiveness of our internal control over financial reporting as of November 30, 2011 has been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, and the firm's report on this matter is included in
Item 8 of this annual report on Form 10-K.
Discover Financial Services
Riverwoods, IL
January 26, 2012
Changes in Internal Control over Financial Reporting
As previously disclosed, on December 31, 2010, we completed our acquisition of SLC, which included its existing
information systems and internal controls over financial reporting that were in place when SLC was a separate publicly traded
company. We have integrated the SLC internal controls over financial reporting and included them in conducting our evaluation
of the effectiveness of our internal control over financial reporting.
There have been no changes in our internal control over financial reporting (as such term is defined in Exchange Act
Rule 13a-15(f) and 15d-15(f)) that occurred during the quarter ended November 30, 2011 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
Part III.
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers is included under the heading “Executive Officers of the Registrant” in
Item 1 of this annual report on Form 10-K. Information regarding our directors and corporate governance under the following
captions in our proxy statement for our annual meeting of stockholders to be held on April 18, 2012 (“Proxy Statement”) is
incorporated by reference herein.
“Election of Directors - Information Concerning Nominees for Election as Directors”
“Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance”
“Corporate Governance - Shareholder Recommendations for Director Candidates”
“Corporate Governance - Board Meetings and Committees”
Our Code of Ethics and Business Conduct applies to all directors, officers and employees, including our Chief Executive
Officer and our Chief Financial Officer. You can find our Code of Ethics and Business Conduct on our internet site,
www.discover.com. We will post any amendments to the Code of Ethics and Business Conduct, and any waivers that are
required to be disclosed by the rules of either the SEC or the New York Stock Exchange, on our internet site.
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