OREANDA-NEWS. Fitch Ratings has affirmed Discover Financial Services (DFS) long-term Issuer Default Rating (IDR) at 'BBB+' and short-term IDR at 'F2'. The Rating Outlook is Stable. A full list of ratings is detailed at the end of this release.

DFS's rating review was conducted as part of Fitch's periodic peer review of U.S. consumer finance companies. For a summary of the outcomes and drivers of this peer review please see the release entitled 'Fitch Affirms Five U.S. Consumer Finance Companies Following Peer Review' dated April 8, 2015.

KEY RATING DRIVERS - IDRs, Senior Unsecured Debt, Subordinated Debt, Preferred Stock, Support Ratings, Support Rating Floors, Viability Ratings (VRs), Deposits

The rating affirmations and Stable Outlook reflect DFS's strong franchise and leading payments network, peer-superior credit performance, strong and consistent financial performance over time, diverse funding base, ample liquidity, strong risk-adjusted capitalization, robust corporate governance and risk frameworks, and seasoned management team.

Rating constraints include DFS's concentrated and cyclical business model, potential funding sensitivity associated with wholesale and internet deposit funding sources, the likelihood of asset quality reversion from current levels, and continued elevated regulatory, legislative and litigation risk. Furthermore, ratings remain constrained by DFS's weaker relative market position within the payments industry, as evidenced by its smaller market share compared to peers (e.g. Visa, MasterCard and American Express).

Fitch views Discover's ability to generate strong and consistent operating performance over time as a ratings strength. While net income declined to \$2.3 billion in 2014, down 6% from the prior year period, the results were impacted by a number of non-recurring items in fourth-quarter 2014 (4Q'14) including a \$178 million one-time charge related to the elimination of the credit card rewards forfeiture reserve, a \$27 million goodwill impairment related to Discover Home Loans, and a \$21 million fair value adjustment related to moving Diners Club Italy to held-for-sale. The \$27 million goodwill impairment charge related to its Discover Home Loans business was primarily driven by the company's lack of progress in replacing lost mortgage refinance loan volume with new purchase volume. Discover continues to evaluate its home loans strategy and the future of this business remains uncertain. Excluding these items, Fitch estimates that full-year 2014 net income was flat year-over-year at \$2.4 billion despite a 33% year-over-year increase in provision expense.

Fitch expects operating performance to remain strong in 2015. That said, financial performance will face downward pressure from a number of factors including increased competition, normalizing credit performance and heightened legal and compliance expenses. Fitch expects Discover's revenue margin to decline modestly in 2015 driven by some modest net interest margin compression due in part to normalizing credit performance and run-off of higher-priced loans. Additionally, operating performance will face downward pressure from lower fee-based product revenue, in particular protection products revenue, and higher rewards expenses.

Credit performance is expected to remain strong in 2015 although charge-offs and delinquencies will likely start to normalize. Fitch expects provision expenses to increase further in 2015 driven primarily by portfolio seasoning and growth, as well as some modest deterioration in credit metrics. Credit card net charge-offs increased 6 basis points (bps) to 2.27% in 2014 and remained well below other top credit card issuers and the industry average. Reserve coverage for credit card loans remained strong at 2.63% of loans and 152% of loans 30+ past due at Dec. 31, 2014.

Discover is well positioned for a potential increase in interest rates. At Dec. 31, 2014, assuming an immediate 100bps increase in interest rates, DFS estimates that net interest income over the following 12-month period would increase by approximately \$167 million, or 2%.

Discover remains well capitalized. The Tier I common (T1C) ratio declined 20bps year-over-year to 14.1% in 2014 and the tangible common equity / tangible asset ratio declined 10bps to 12.3% in 2014. Both metrics compare favorably to peer banks. Additionally, DFS performed very well relative to peers in the Federal Reserve's most recent Comprehensive Capital Analysis and Review (CCAR). As part of this review, DFS received a non-objection related to its capital plan. Fitch expects Discover's T1C ratio to gradually decline over time before normalizing at a level in the low double digits. In this scenario, Fitch believes Discover would be adequately capitalized relative to existing ratings.

Discover maintains adequate liquidity with strong risk oversight. At Dec. 31, 2014, Discover's liquidity portfolio amounted to \$10.8 billion (or 13% of tangible assets), and excluding deposits, the company does not have any contractual unsecured debt maturities until 2017. Fitch views Discover's liquidity position as strong and, when combined with future asset repayments, provides adequate sources to fund growth and meet its upcoming debt obligations.

The ratings for DFS and Discover Bank are equalized, which reflects Fitch's view that Discover Bank is core and integral to DFS's business strategy and operations. Fitch believes DFS would fully support Discover Bank in the event of need.

The senior unsecured debt ratings are equalized with each entity's IDR. The equalization reflects the availability of meaningful unencumbered assets, which Fitch believes enhances DFS's financial flexibility.

DFS's subordinated debt rating is one notch below the entity's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches for non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance.

DFS's preferred stock ratings are five notches below the DFS's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities' deep subordination in the capital structure, and three notches for non-performance given that the coupons of these securities are non-cumulative and fully discretionary.

Discover Bank's uninsured deposit ratings of 'A-/F2' are one notch higher than their respective IDRs because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes this preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default.

The Support Ratings (SRs) of '5' reflect Fitch's view that external support cannot be relied upon. The Support Rating Floors (SRFs) of 'No Floor' reflect Fitch's view that there is no reasonable assumption that sovereign support will be forthcoming to DFS.

RATING SENSITIVITIES - IDRs, Senior Unsecured Debt, Subordinated Debt, Preferred Shares, Support Ratings, Support Rating Floors, VRs, Deposits

The Stable Outlook reflects Fitch's view that positive rating momentum is relatively limited over the outlook horizon. Longer term, rating momentum could be driven by consistent market share gains in card-based payments, increased revenue diversity, and strong credit performance in non-card loan categories. Other factors that could support positive rating actions include further clarity on regulatory and legislative issues (particularly as it relates to the student loan sector) and enhanced funding flexibility. In particular, the durability of DFS's internet-based deposit platform in a rising rate environment will be a key determinant in evaluating the strength of the company's funding profile.

Negative rating action could be driven by a decline in earnings performance, resulting from a decrease in market share or an inability to contain costs, a weakening liquidity profile, significant reductions in capitalization, and/or potential new and more onerous rules and regulations. Negative rating momentum could also be driven by an inability of DFS to maintain its competitive position and earnings prospects in an increasingly digitized payment landscape.

The senior unsecured debt ratings are primarily sensitive to changes in the long-term IDRs of DFS and Discover Bank.

The subordinated debt ratings are directly linked to Discover Bank's VR and would move in tandem with any changes in the VR.

The preferred stock ratings are directly linked to DFS's VR and would move in tandem with any changes in DFS's credit profile.

Discover Bank's uninsured deposit ratings are rated one notch higher than the IDR. The deposit ratings are primarily sensitive to any change in DFS's long- and short-term IDRs.

DFS's Support Rating and Support Rating Floor are sensitive to Fitch's assumptions as to capacity to procure extraordinary support in case of need.

Fitch has taken the following rating actions:

Discover Financial Services
-- Long-term IDR affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F2';
-- Viability Rating affirmed at 'bbb+';
-- Senior unsecured debt affirmed at 'BBB+';
-- Preferred stock affirmed at 'BB-';
-- Support affirmed at '5';
-- Support Floor affirmed at 'NF'.

Discover Bank
-- Long-term IDR affirmed at 'BBB+';
-- Short-term IDR affirmed at 'F2';
-- Viability Rating affirmed at 'bbb+';
-- Short-term Deposits affirmed at 'F2';
-- Long-term Deposits affirmed at'A-';
-- Senior unsecured debt affirmed at 'BBB+';
-- Subordinated Debt affirmed at 'BBB';
-- Support affirmed at '5';
-- Support Floor affirmed at 'NF'.

The Rating Outlook is Stable.