UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
DISCOVER FINANCIAL SERVICES
(Name of Issuer)
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Common Stock
(Title of Class of Securities)
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254709108
(CUSIP Number)
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December 31, 2008
Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/x/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
1. Names of Reporting Persons and I.R.S. Identification No.
UBS AG (for the benefit and on behalf of the UBS Global
Asset Management division of UBS AG (see Item 7)
98-0186363
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2. Check the Appropriate Box if a Member of a Group
a / /
b / / See Item 8 of attached schedule
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3. SEC USE ONLY
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4. Citizenship or Place of Organization
Switzerland
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Number of 5. Sole Voting Power 33,404,698
Shares Bene- 6. Shared Voting Power 0
ficially 7. Sole Dispositive Power 0
Owned by Each 8. Shared Dispositive Power 39,274,074
Reporting
Person With:
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
39,274,074 Shares*
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10. Check if the Aggregate Amount in Row 9 Excludes Certain
Shares / /
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11. Percent of Class Represented by Amount in Row 9
8.2%
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12. Type of Reporting Person
BK, HC
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The Reporting Person disclaims beneficial ownership of
such securities pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934. In accordance
with SEC Release No. 34-39538 (January 12, 1998), this
filing reflects the securities beneficially owned
by the UBS Global Asset Management division of UBS AG
and its subsidiaries and affiliates on behalf of its
clients. This filing does not reflect securities,
if any, beneficially owned by any other division of UBS AG.
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Cusip 254709108
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Item 1(a). Name of Issuer:
DISCOVER FINANCIAL SERVICES
Item 1(b). Address of Issuer's Principal Executive Offices:
2500 Lake Cook Road
Riverwoods, Illinois 60015
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Item 2(a) Name of Persons Filing:
UBS AG
Item 2(b) Address of Principal Business Office or, if none,
Residence:
UBS AG's principal business office is:
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
Item 2(c) Citizenship:
Incorporated by reference to Item 4 of the cover pages.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e) CUSIP Number:
254709108
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Item 3. Type of Person Filing:
UBS AG is classified as a Bank as defined in section 3(a)(6)
of the Act pursuant to no action relief granted by the staff
of the Securities and Exchange Commission.
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Item 4 (a)-(c)(iv). Ownership:
Incorporated by reference to Items 5-11 of the cover pages.
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Cusip 254709108
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following / /.
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Accounts managed on a discretionary basis by the UBS Global
Asset Management division of UBS AG (UBS Global AM)
have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the
Common Stock. To the best of our knowledge, no account
holds more than 5 percent of the outstanding Common Stock.
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
Identification: UBS Global Asset Management (Americas) Inc.
Classification: IA
In addition to UBS AG, the following UBS Global AM
affiliates and subsidiaries are part of the UBS Global
Asset Management division included in this filing:
UBS Global Asset Management (Americas) Inc., UBS Global
Asset Management Trust Company, UBS Global Asset
Management (Canada) Inc., UBS Global Asset Management
(Australia) Ltd., UBS Global Asset Management
(Hong Kong) Limited, UBS (Trust & Banking) Limited, UBS
Global Asset Management (Japan) Ltd., UBS Global Asset
Management (Singapore) Ltd., UBS Global Asset
Management (Taiwan) Ltd., UBS Global Asset Management
(France) SA, UBS Global Asset Management (Deutschland) GmbH,
UBS Global Asset Management (Italia) SIM SpA,
UBS Espana S.A., UBS Global Asset Management (UK) Ltd.
and UBS Global Asset Management Life Limited.
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Item 8
UBS Global AM is composed of wholly-owned subsidiaries
and branches of UBS AG. UBS AG is reporting direct and
indirect beneficial ownership of holdings. None of the
reporting persons affirm the existence of a group within
the meaning of Rule 13d-5(b)(1).
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Cusip 254709108
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Item 9 Notice of Dissolution of Group:
Not Applicable
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Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 6, 2009
UBS AG
By: /s/ Mark F. Kemper
Mark F. Kemper
Attorney-in-Fact
pursuant to Power of Attorney, attached as Exhibit 1,
for the UBS Global Asset Management division of UBS AG
By: /s/ Michael J. Calhoun
Michael J. Calhoun
Attorney-in-Fact
pursuant to Power of Attorney, attached as Exhibit 1,
for the UBS Global Asset Management division of UBS AG
EXHIBIT INDEX
Exhibit Number Exhibit Description
1 Power of Attorney
dated as of October 28, 2008
EXHIBIT 1
POWER OF ATTORNEY
Each of the following employees of UBS Global Asset
Management (Americas) Inc. is hereby appointed as agent
and attorney-in-fact with power and authority to
sign US Regulatory Filings on behalf of UBS AG, required
as a result of the operations of the UBS Global
Asset Management division:
Mark F. Kemper
Joseph McGill
John Moore
Michael J. Calhoun
Mary T. Capasso
Trevor Chambers
This Power of Attorney is limited to the circumstances
set forth herein and may be revoked, in whole or in part,
at any time. If a person identified above ceases to
perform services for UBS Global Asset Management for
any reason, this Power of Attorney shall be
automatically revoked with respect to that person.
Nothing in this Power of Attorney is intended to
limit the authority of any other persons to sign
documents relating to the subject matter hereof
to the extent permitted by UBS Group Policy or otherwise.
APPROVED:
Date: As of October 28, 2008
/s/ Mario Cueni
Mario Cueni
UBS Global Asset Management
General Counsel & Chief Risk Officer
Member of the Group Managing Board
/s/ Kai R. Sotorp
Kai R. Sotorp
UBS Global Asset Management
Head of Americas Member of the Group Managing Board