UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20182021
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
DISCOVER CARD EXECUTION NOTE TRUST
(Exact name of issuing entity in respect of the notes as specified in its charter)
Commission File Numbers of issuing entity in respect of the notes:
333-141703-02,333-167413,333-191359,333-167413, 333-191359,333-205455-01,333-228025-02,333-260957
Central Index Key Number of issuing entity in respect of the notes: 0001407200
DISCOVER CARD MASTER TRUST I
(Exact name of issuing entity in respect of the Series2007-CC Collateral Certificate as specified in its charter)
Commission File Numbers of issuing entity in respect of the Series2007-CC Collateral Certificate:
000-23108,333-141703,000-23108, 333-141703,333-167413-02,333-191359-02,333-205455-02,333-228025-01,333-260957-02
Central Index Key Number of issuing entity in respect of the Series2007-CC Collateral Certificate: 0000894329
DISCOVER BANK
(Exact name of sponsor as specified in its charter)
Commission File Numbers of sponsor:
033-54804,333-141703-01,333-167413-01,333-191359-01
Central Index Key Number of sponsor: 0000894327
DISCOVER FUNDING LLC
(Exact name of depositor as specified in its charter)
Commission File Number of depositor:
333-205455,333-228025333-205455, 333-228025,333-260957-01
Central Index Key Number of depositor: 0001645731
| Delaware | 51-0020270 | |
| (State of organization) | (I.R.S. Employer Identification No. of the sponsor) | |
| 47-4047337 | ||
(I.R.S. Employer Identification No. of the depositor) | ||
Newark, Delaware | ||
| (Address of principal executive offices) | (Zip Code) | |
Depositor’s telephone number, including area code:(302) 323-7315
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒
State the aggregate market value of the voting andnon-voting common equity held bynon-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Registrant has no voting ornon-voting common equity outstanding held bynon-affiliates.
Documents incorporated by reference:None.
PART I
The following Items have been omitted in accordance with General Instruction J to Form10-K:
Item 1. Business. |
Item 1A. Risk Factors. |
Item 2. Properties. |
Item 3. Legal Proceedings. |
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Substitute information provided in accordance with General Instruction J to Form10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
The primary asset of Discover Card Execution Note Trust (the “Note Issuance Trust”) is the Discover Card Master Trust I, Series2007-CC collateral certificate, which represents an undivided interest in Discover Card Master Trust I (the “Master Trust”), whose assets include Discover Card receivables existing as of specified dates in designated accounts, which receivables have been transferred to the Master Trust by Discover Bank and Discover Funding LLC, as applicable. The investor interest in receivables for the collateral certificate reflects the aggregate nominal liquidation amount of notes issued by the Note Issuance Trust. The Master Trust, therefore, may be considered a significant obligor in relation to the Note Issuance Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form10-K in respect of the Master Trust has been disclosed in this report on Form10-K in lieu of the information otherwise contemplated by Item 1112(b).
The pool assets held by the Master Trust do not include any significant obligors.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers) (Financial Information).
Not applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB. Legal Proceedings.
Discover Bank1
In the normal course of business, from time to time, Discover Bank and/or one or more of its affiliates have been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with our activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Discover Bank contests liability and/or the amount of damages as appropriate in each pending matter.
| 1 | Discover Bank to update. |
2
Discover Bank and its affiliates are also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental regulatory and enforcement agencies regarding its business, including, among other matters, accounting, tax and operational matters, some of which may result in adverse judgments, settlements, fines, penalties, injunctions, decreases in regulatory ratings or other relief, which could materially impact Discover Bank’s financial results, increase its cost of operations, require a change in business activities and product offerings or limit its ability to execute its business strategies and engage in certain business activities.
2
On July 22, 2015, Discover Bank, The Student Loan Corporation (“SLC”) and Discover Products Inc. (“DPI”) agreed to a consent order with the CFPBConsumer Financial Protection Bureau (“CFPB”) resolving the CFPB’s investigation into certain student loan servicing practices. As required by thepractices (the “2015 Order”). The 2015 Order expired in July 2020. On December 22, 2020, Discover Bank, SLC and DPI agreed to a consent order on October 19,(the “2020 Order”) with the CFPB resolving the agency’s investigation into Discover Bank’s compliance with the 2015 Order. In connection with the 2020 order, Discover Bank, the Student Loan Corporationis required to implement a redress and DPI submittedcompliance plan and must pay at least $10 million in consumer redress to consumers who may have been harmed and paid a $25 million civil money penalty to the CFPB a redress plan and a compliance plan designed to ensure that they provide redress and otherwise comply with the terms of the order.CFPB.
U.S. Bank National Association
Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association, a national banking association (“U.S. Bank N.A.”), which acts as indenture trustee for the note issuance trust, also acts as trustee for the master trust and as registrar and paying agent under the Pooling and Servicing Agreement and the series supplement for Series 2007-CC and the other series of master trust certificates, if any.
U.S. Bank N.A. has made a strategic decision to reposition its corporate trust business by transferring substantially all of its corporate trust business to its affiliate, U.S. Bank Trust Company, National Association (“U.S. Bank”Bank Trust Co.”), a non-depository trust company. (U.S. Bank N.A. and U.S. Bank Trust Co. are collectively referred to herein as “U.S. Bank.”). Upon U.S. Bank Trust Co.’s succession to the business of U.S. Bank N.A., it has become a wholly owned subsidiary of U.S. Bank N.A. U.S. Bank will continue to act as Indenture Trustee pursuant to the indenture and indenture supplement and as Trustee pursuant to the Pooling and Servicing Agreement and Series 2007-CC Series Supplement until the conditions precedent to the transfer of U.S. Bank N.A.’s roles to U.S. Bank Trust Co. have been satisfied. After such transfer, the Indenture Trustee will maintain the accounts of the issuing entity in the name of the Indenture Trustee at U.S. Bank N.A., and the Indenture Trustee will administer the indenture and the indenture supplement and the Trustee will administer the Pooling and Servicing Agreement and the Series 2007-CC Series Supplement from the same location and using the same systems and employees as U.S. Bank has for this transaction and prior transactions of Discover Funding LLC.
U.S. Bancorp, with total assets exceeding $567 billion as of September 30, 2021, is the parent company of U.S. Bank N.A., the fifth largest commercial bank in the United States. As of September 30, 2021, U.S. Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.
U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and 2 international cities. The Pooling and Servicing Agreement and the indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, Chicago, Illinois 60603.
U.S. Bank has provided corporate trust services since 1924. As of September 30, 2021, U.S. Bank was acting as trustee with respect to over 115,000 issuances of securities with an aggregate outstanding principal balance of over $5.1 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.
As trustee, paying agent, and registrar with respect to the master trust, U.S. Bank will make each certificateholders’ monthly statement available to the certificateholders and noteholders via the master trust trustee’s internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the indenture trustee’s bondholder services group at (800) 934-6802.
3
As of September 30, 2021, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, registrar and paying agent on 52 issuances of credit card receivables-backed securities with an outstanding aggregate principal balance of approximately $28,505,300,000.
U.S. Bank N.A. and other large financial institutions have been sued in their capacity as trustee or successor trustee (as the case may be) underfor certain residential mortgage backedmortgage-backed securities (“RMBS”) trusts. The plaintiffscomplaints, primarily filed by investors or plaintiffinvestor groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank N.A. and similar institutions, allege the trusteetrustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts andtrusts. Plaintiffs generally assert causes of action based upon the trustee’strustees’ purported failurefailures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above. Previously, U.S. Bank disclosed that the most substantial case was:BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 770 trusts) and a companion class action case involving additional trusts (collectively, the “BlackRock cases”). Some of the trusts implicated in the aforementioned BlackRock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.
U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. BankN.A. denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, and that it has meritorious defenses, and it has contested and intends to contestcontinue contesting the plaintiffs’ claims vigorously.
Other than However, U.S. Bank N.A. cannot assure you as set forth above, there are no legal proceedings pending or known to be contemplated by authorities againstthe outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank N.A. in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank N.A. concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.
U.S. Bank N.A. has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.
U.S. Bank N.A. denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee Wilmington Trust Company, as owner trustee, Discover Bank, as sponsor and special servicer Discover Card Master Trust I, as issuing entityin good faith and in compliance in all material respects with the terms of the collateral certificate, Discover Card Execution Note Trust, as issuing entity ofagreements governing the notes, Discover Funding LLC, as depositor, or anysub-servicer, or of which any property ofDSTs and that it has meritorious defenses. It has contested and intends to continue contesting the foregoing is subject, that are material to holders of the notes.plaintiffs’ claims vigorously.
PART II
The following Items have been omitted in accordance with General Instruction J to Form10-K:
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
| Item 6. | Selected Financial Data. |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
| Item 8. | Financial Statements and Supplementary Data. |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
| Item 9A. | Controls and Procedures. |
4
Item 9B. Other Information.
None.
3
PART III
The following Items have been omitted in accordance with General Instruction J to Form10-K:
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
| Item 10. | Directors, Executive Officers and Corporate Governance. | |
| Item 11. | Executive Compensation. | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | |
| Item 14. | Principal Accountant Fees and Services. |
Substitute information provided in accordance with General Instruction J to Form10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Discover Bank, which acts as the sponsor of its securitizations, is a wholly owned subsidiary of Discover Financial Services. Discover Funding LLC, which is a wholly owned subsidiary of Discover Bank, acts as depositor and beneficiary for the Note Issuance Trust and as holder of the residual transferor interest of the Master Trust. Discover Financial Services acquired Discover Bank in January 1985. Discover Bank and the trustee for the Master Trust formed the Master Trust in October 1993. Discover Bank originates the credit card receivables generated under certain designated Discover card accounts and transfers such credit card receivables to Discover Funding LLC for further transfer to the Master Trust. Discover Bank and the owner trustee formed the Note Issuance Trust on July 2, 2007. Discover Bank transferred an undivided interest in the receivables and other assets of the Master Trust, represented by the collateral certificate, to the Note Issuance Trust to support the issuance of notes on July 26, 2007.
Discover Bank acts as master servicer for the Master Trust and is currently the only servicer under the Pooling and Servicing Agreement with respect to the receivables. During the reporting period, Discover Bank outsourced certain servicing functions to its affiliate, DPI. While DPI has contracted with third-party service providers for certain services, Discover Bank is ultimately responsible for the overall servicing function. Discover Bank also acts as calculation agent for the Note Issuance Trust, which is part of the servicing function.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of Discover Bank, DPI and U.S. Bank National Association (each, a “Servicing Participant”) has been identified as a party participating in the servicing function during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of Discover Bank, DPI, and U.S. Bank National Association has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the year ended December 31, 2018,2021, which Reports on Assessment are attached as exhibits to this Form10-K. In addition, each of Discover Bank, DPI, and U.S. Bank National Association has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria applicable to such Servicing Participant described in the related Report on Assessment.
Item 1123 of Regulation AB. Servicer Compliance Statement.
Each of Discover Bank and DPI has been identified as a servicer during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of Discover Bank and DPI has provided a statement of compliance (each, a “Compliance Statement”) with respect to the servicing activities conducted during the Note Issuance Trust’s year ended December 31, 2018,2021, signed by an authorized officer, and each such Compliance Statement is attached as an exhibit to this Form10-K.
45
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) List of documents filed as part of this Report |
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | The exhibits filed in response to Item 601 of RegulationS-K are listed below and either included or incorporated by reference as indicated: |
| EXHIBIT | DESCRIPTION | |
| 3.1 | Limited Liability Company Agreement of Discover Funding LLC, dated as of May 18, 2015 (incorporated by reference to Exhibit 3.1 | |
| 4.1 | Receivables Sale and Contribution Agreement, between Discover Bank and Discover Funding LLC, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
| 4.2 | Third Amended and Restated Pooling and Servicing Agreement, among Discover Bank as Master Servicer and Servicer, Discover Funding LLC, as Depositor and U.S. Bank National Association, as Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
| 4.3.1 | Amended and Restated Series Supplement for Series2007-CC, between Discover Bank, as Master Servicer and Servicer, Discover Funding LLC, as Depositor and U.S. Bank National Association, as Trustee, dated as of December 22, 2015, including the form of collateral certificate (incorporated by reference to Exhibit 4.3 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
| 4.3.2 | Collateral Certificate of Transfer Agreement, between Discover Bank, as Depositor, and Discover Card Execution Note Trust, dated as of July 26, 2007 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form8-K filed on July 27, 2007 (No. | |
| 4.4 | Amended and Restated Indenture, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
| 4.5 | Second Amended and Restated Indenture Supplement for the DiscoverSeries Notes, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.5 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
| 4.6 | Amended and Restated Trust Agreement, between Wilmington Trust Company, as Owner Trustee, and Discover Funding LLC, as Beneficiary, dated as of December 22, 2015 (incorporated by reference to Exhibit 4.6 to the Note Issuance Trust’s Current Report on Form8-K filed on December 23, 2015). | |
5
| 4.7.1 | Class | |
6
| 4.7.2 | Omnibus Amendment to Indenture Supplement and Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 2, 2009 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on July 6, 2009 (No. | |
| 4.7.3 | Class | |
| 4.7.4 | Omnibus Amendment to Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 13, 2010 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on January 13, 2010 (No. | |
| 4.7.5 | ||
| Third Omnibus Amendment to Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 4, 2010 (incorporated by reference to Exhibit 4.6 to the Note Issuance Trust’s Current Report on Form8-K filed on June 4, 2010 (No. | ||
| Class | ||
| Class | ||
6
4.7.8 | Third Amendment toClass A(2008-C) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 30, 2013 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on August 30, | |
4.7.9 | Class | |
4.7.10 | Omnibus Amendment to Specified Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 24, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on February 24, 2016). | |
4.7.11 | Omnibus Amendment to Specified Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 26, 2016 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on October 26, 2016). | |
7
4.7.12 | Class | |
7
4.7.13 | Class | |
4.7.14 | Omnibus Amendment to Specified Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of September 27, 2017 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form8-K filed on September 27, 2017). | |
4.7.15 | Class | |
4.7.16 | Class | |
8
4.7.17 | Class | |
4.7.18 | Class | |
4.7.19 | Class | |
| 4.7.20 | Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amendment and Restated Indenture Supplement, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 27, 2019 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 28, 2019) (No. 033-54804, 000-23108,333-141703-02 and 333-205455). | |
| 4.7.21 | Omnibus Amendment to Specified Terms Documents, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 27, 2019 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on August 28, 2019) (No. 033-54804, 000-23108,333-141703-02 and 333-205455). | |
| 4.7.22 | Class A (2019-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 31, 2019 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on November 1, 2019). | |
| 4.7.23 | Class A (2021-1) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of September 27, 2021 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trust’s Current Report on Form 8-K filed on September 28, 2021). | |
8
| 4.7.24 | Class A (2021-2) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of September 27, 2021 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form 8-K filed on September 28, 2021). | |
| 4.7.25 | Class A (2022-1) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February | |
| Class | ||
| 4.7.27 | Class B (2020-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 9, 2020 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trust’s Current Report on Form8-K filed on | |
9
| Class | |||
| 4.7.29 | Class C (2020-3) Terms Document, between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of December 9, 2020 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form8-K filed on | ||
| Class | |||
| Class | |||
| 4.8.1 | Class A (2017-4) Risk Retention Agreement, among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of April 25, 2017 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form8-K filed on April 25, 2017). | ||
| Class | |||
| Class | |||
| Class | |||
9
| Class | ||
4.8.9 | Class | |
4.8.11 | Class | |
| 4.8.12 | Class A (2021-1) Risk Retention Agreement, among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of September 27, 2021 (incorporated by reference to Exhibit 4.3 to the Note Issuance Trust’s Current Report on Form 8-K filed on September 28, 2021). | |
| 4.8.13 | Class A (2021-2) Risk Retention Agreement, among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of September 27, 2021 (incorporated by reference to Exhibit 4.4 to the Note Issuance Trust’s Current Report on Form 8-K filed on September 28, 2021). | |
| 4.8.14 | Class A (2022-1) Risk Retention Agreement, among Discover Card Execution Note Trust, as Issuer, Discover Bank and Discover Funding LLC, dated as of February | |
| 10.1 | Second Amended and Restated Master Services Agreement, between Discover Financial Services, Discover Bank and other affiliated entities party thereto, dated as of March 15, 2018 (incorporated by reference to Exhibit 99.1 to the Note Issuance Trust’s Current Report on Form8-K filed on March 21, 2018). | |
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10.2 | |||
10.3 | Collateral Account Control Agreement, between Discover Card Execution Note Trust, as Grantor, U.S. Bank National Association, as Secured Party, and U.S. Bank National Association, as Securities Intermediary, dated as of July 26, 2007 (incorporated by reference to Exhibit 10.1 to the Note Issuance Trust’s Current Report on Form8-K filed on July 27, 2007 (No. | ||
10.4 | Asset Representations Review Agreement among Discover Bank, Discover Card Execution Note Trust and FTI Consulting, Inc., dated as of January 7, 2016 (incorporated by reference to Exhibit 10.1 to the Note Issuance Trust’s Current Report on Form8-K filed on January 12, 2016). | ||
| 31.1 | Rule 13a–14(a)/15d–14(a) Certification (Section 302 Certification) from Discover Funding LLC and Discover Bank. | ||
| 33.1 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Bank for the year ended December 31, | ||
| 33.2 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Products Inc. for the year ended December 31, | ||
| 33.3 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended December 31, | ||
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| 34.1 | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Bank for the year ended December 31, | |
| 34.2 | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Products Inc. for the year ended December 31, | |
| 34.3 | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of U.S. Bank National Association for the year ended December 31, | |
| 35.1 | Servicer Compliance Statement of Discover Bank for the year ended December 31, | |
| 35.2 | Servicer Compliance Statement of Discover Products Inc. for the year ended December 31, | |
(b) See Item 15(a)(3) above for a list of exhibits filed in response to Item 601 of Regulation S-K.
|
(c) Not applicable. |
Item 16. Form 10–K Summary.
Not applicable.
|
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 21, 201923, 2022
Discover Funding LLC | ||||
| (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust and as registrant under Commission File Numbers333-205455, 333-228025 and | ||||
| By: | /s/ Patricia S. Hall | |||
| Name: | Patricia S. Hall | |||
| Title: | Vice President, Chief Financial Officer and Treasurer | |||
| (senior officer in charge of securitization) | ||||
| ||
| ||
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