SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD FROM DECEMBER 1, 2001 THROUGH NOVEMBER 30, 2002
COMMISSION FILE NUMBER 0-23108
DISCOVER CARD MASTER TRUST I
(Exact name of registrant as specified in its charter)
DELAWARE NOT APPLICABLE
(State of Organization) (I.R.S. Employer Identification No.)
C/O DISCOVER BANK
12 READ'S WAY
NEW CASTLE, DELAWARE 19720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 323-7434
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS
TO BE SO REGISTERED IS TO BE REGISTERED
------------------- -------------------
None Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
SERIES 1993-3:
6.20% Class A Credit Card Pass-Through Certificates
6.45% Class B Credit Card Pass-Through Certificates
SERIES 1995-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1996-3:
6.05% Class A Credit Card Pass-Through Certificates
6.25% Class B Credit Card Pass-Through Certificates
SERIES 1996-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1997-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1998-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1998-6:
5.85% Class A Credit Card Pass-Through Certificates
6.05% Class B Credit Card Pass-Through Certificates
SERIES 1998-7:
5.60% Class A Credit Card Pass-Through Certificates
5.90% Class B Credit Card Pass-Through Certificates
SERIES 1999-5
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1999-6:
6.85% Class A Credit Card Pass-Through Certificates
7.10% Class B Credit Card Pass-Through Certificates
SERIES 2000-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-2:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-5:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-6:
Floating Rate Class A Credit Card Pass-Through Certificates
2
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-7:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-8:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2000-9:
6.35% Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2001-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2001-2:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2001-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2001-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2001-5:
5.30% Class A Credit Card Pass-Through Certificates
5.65% Class B Credit Card Pass-Through Certificates
SERIES 2001-6:
5.75% Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2002-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2002-2:
5.15% Class A Credit Card Pass-Through Certificates
5.45% Class B Credit Card Pass-Through Certificates
SERIES 2002-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
3
SERIES 2002-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2002-5:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 2003-1:
Floating Rate Class A, Subseries 1 Credit Card
Pass-Through Certificates Floating Rate Class B,
Subseries 1 Credit Card Pass-Through Certificates
Floating Rate Class A, Subseries 2 Credit Card
Pass-Through Certificates
3.45% Class B, Subseries 2 Credit Card
Pass-Through Certificates Floating Rate Class A,
Subseries 3 Credit Card Pass-Through Certificates
Floating Rate Class B, Subseries 3 Credit Card
Pass-Through Certificates
SERIES 2003-2:
Floating Rate Class A Credit Card Pass-Through Certificates
3.85% Class B Credit Card Pass-Through Certificates
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 and (2) has been subject to such filing requirements for the past 90
days.
Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K 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 Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes No x
--- ---
State the aggregate market value of the voting and non-voting
common equity held by non-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.
Not applicable to this Registrant.
Documents Incorporated by Reference are listed in the Index to
Exhibits on Page 15.
1. The following sections of the registrant's
prospectus, dated January 31, 2003, and prospectus
supplement, dated January 31, 2003, which were filed
on a Current Report on Form 8-K, dated February 12,
2003 (Commission File No. 0-23108) and pursuant to
Rule 424(b) on February 12, 2003 are incorporated
herein by reference:
4
a. "Risk Factors" on pages S-14 to S-20 of the
prospectus supplement;
b. "The Discover Card Business" on pages S-21
to S-24 of the prospectus supplement;
c. "The Accounts - Billing and Payments" on
pages S-25 and S-26 of the prospectus
supplement;
d. "Composition and Historical Performance of
the Discover Card Portfolio" on pages S-28
to S-32 of the prospectus supplement;
e. "The Certificates - Amortization Events" on
pages S-44 to S-46 of the prospectus
supplement;
f. "Legal Matters" on page S-51 of the
prospectus supplement;
g. "The Seller" on pages 36-38 of the
prospectus;
h. "Insolvency Related Matters" on pages 37-38
of the prospectus;
i. "Federal Income Tax Consequences" on pages
40-47 of the prospectus; and
j. "Legal Matters" on page 53 of the
prospectus.
PART I
ITEM 1. BUSINESS
The Discover Card Master Trust I was formed pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1993, as amended, by and
between Discover Bank (formerly known as Greenwood Trust Company) as Master
Servicer, Servicer and Seller, and U.S. Bank National Association (formerly,
First Bank National Association, successor trustee to Bank of America Illinois,
formerly Continental Bank, National Association) as Trustee. The trust's only
business is to act as a passive conduit to permit investment in a pool of retail
consumer receivables.
The 6.20% Class A Credit Card Pass-Through Certificates and
the 6.45% Class B Credit Card Pass-Through Certificates of Series 1993-3 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of November 23, 1993, by and
between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1995-1 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of April 19,
1995, by and between Discover Bank and the trustee.
The 6.05% Class A Credit Card Pass-Through Certificates and
the 6.25% Class B Credit Card Pass-Through Certificates of Series 1996-3 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of February 21, 1996, by and
between Discover Bank and the trustee.
5
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1996-4 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of April 30,
1996, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1997-3 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of October
23, 1997, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1998-3 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of March 25,
1998, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1998-5 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of June 12,
1998, by and between Discover Bank and the trustee.
The 5.85% Class A Credit Card Pass-Through Certificates and
the 6.05% Class B Credit Card Pass-Through Certificates of Series 1998-6 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of July 30, 1998, by and between
Discover Bank and the trustee.
The 5.60% Class A Credit Card Pass-Through Certificates and
the 5.90% Class B Credit Card Pass-Through Certificates of Series 1998-7 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of November 12, 1998, by and
between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 1999-5 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of June 15,
1999, by and between Discover Bank and the trustee.
The 6.85% Class A Credit Card Pass-Through Certificates and
the 7.10% Class B Credit Card Pass-Through Certificates of Series 1999-6 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of December 14, 1999, by and
between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-1 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of January
27, 2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-2 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of March 14,
2000, by and between Discover Bank and the trustee.
6
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-3 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of April 4,
2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-4 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of May 10,
2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates of Series 2000-A were issued pursuant to the pooling and servicing
agreement and a series supplement to the pooling and servicing agreement dated
as of May 22, 2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-5 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of June 6,
2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-6 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of June 19,
2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-7 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of June 20,
2000, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2000-8 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of October
24, 2000, by and between Discover Bank and the trustee.
The 6.35% Class A Credit Card Pass-Through Certificates and
the Floating Rate Class B Credit Card Pass-Through Certificates of Series 2000-9
were issued pursuant to the pooling and servicing agreement and a series
supplement to the pooling and servicing agreement dated as of December 19, 2000,
by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2001-1 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of January
4, 2001, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2001-2 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of January
16, 2001, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2001-3 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and
7
servicing agreement dated as of March 15, 2001, by and between Discover Bank and
the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2001-4 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of April 17,
2001, by and between Discover Bank and the trustee.
The 5.30% Class A Credit Card Pass-Through Certificates and
the 5.65% Class B Credit Card Pass-Through Certificates of Series 2001-5 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of May 24, 2001, by and between
Discover Bank and the trustee.
The 5.75% Class A Credit Card Pass-Through Certificates and
the Floating Rate Class B Credit Card Pass-Through Certificates of Series 2001-6
were issued pursuant to the pooling and servicing agreement and a series
supplement to the pooling and servicing agreement dated as of July 24, 2001, by
and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2002-1 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of January
23, 2002, by and between Discover Bank and the trustee.
The 5.15% Class A Credit Card Pass-Through Certificates and
the 5.45% Class B Credit Card Pass-Through Certificates of Series 2002-2 were
issued pursuant to the pooling and servicing agreement and a series supplement
to the pooling and servicing agreement dated as of April 25, 2002, by and
between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2002-3 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of May 29,
2002, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2002-4 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of October
17, 2002, by and between Discover Bank and the trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates and the Floating Rate Class B Credit Card Pass-Through Certificates
of Series 2002-5 were issued pursuant to the pooling and servicing agreement and
a series supplement to the pooling and servicing agreement dated as of December
11, 2002, by and between Discover Bank and the trustee.
The Floating Rate Class A, Subseries 1 Credit Card
Pass-Through Certificates, the Floating Rate Class B, Subseries 1 Credit Card
Pass-Through Certificates, the Floating Rate Class A, Subseries 2 Credit Card
Pass-Through Certificates, the 3.45% Class B, Subseries 2 Credit Card
Pass-Through Certificates, the Floating Rate Class A, Subseries 3 Credit Card
Pass-Through Certificates and the Floating Rate Class B, Subseries 3 Credit Card
Pass-Through Certificates of Series 2003-1 were issued pursuant to the pooling
and servicing agreement and a series supplement to the pooling and servicing
agreement dated as of January 22, 2003, by and between Discover Bank and the
trustee.
8
The Floating Rate Class A Credit Card Pass-Through
Certificates and the 3.85% Class B Credit Card Pass-Through Certificates of
Series 2003-2 were issued pursuant to the pooling and servicing agreement and a
series supplement to the pooling and servicing agreement dated as of February
18, 2003, by and between Discover Bank and the trustee.
ITEM 2. PROPERTIES
The property of the trust includes a portfolio of receivables
(the "Receivables") arising under selected Discover Card accounts (the
"Accounts") originated by Discover Bank, the cash received in payment of those
Receivables (including recoveries on charged-off Receivables), funds on deposit
in the credit enhancement account for each series, and interest rate swaps with
respect to Series 2000-9 and Series 2002-3. At or prior to the time of the
trust's formation, Discover Bank transferred to the trust all the Receivables in
the Accounts designated as such at or prior to such time. Discover Bank has also
transferred to the trust the Receivables in accounts that were designated as
Accounts after the time of formation of the trust, as of the time of such
designation. Discover Bank also has transferred and will transfer additional
Receivables generated in the Accounts to the trust on an ongoing basis and in
the future may transfer Receivables in additional Accounts to the trust from
time to time. Information related to the performance of the Receivables during
the period from December 1, 2001 through November 30, 2002 is set forth in the
ANNUAL AGGREGATE REPORT filed as Exhibit 99(A) to this Annual Report on Form
10-K.
ITEM 3. LEGAL PROCEEDINGS
Discover Bank is involved, from time to time, in various legal
proceedings, including litigation, investigations and other proceedings, that
arise in the ordinary course of its business. While there can be no assurance
about the outcome of these legal proceedings and the consequences are not
presently determinable, Discover Bank believes, based on currently available
information and after consultation with counsel, that these legal proceedings
will not have a material adverse effect on Discover Bank's financial condition
or on the Receivables.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Class A Certificates and the Class B Certificates of all
series other than Series 1998-5 are held and delivered in book-entry form
through the facilities of The Depository Trust Company ("DTC") (in the United
States), a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended, or Clearstream Banking
or Euroclear (in Europe). The definitive Class A Certificates and Class B
Certificates of these series are held by Cede & Co., the nominee of DTC.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
9
As of February 19, 2003, 100% of the Class A Certificates
(other than those of Series 1998-5) and the Class B Certificates was held in the
nominee name Cede & Co. for beneficial owners. As of February 19, 2003, 100% of
the beneficial ownership of the Series 1998-5 Class A Certificates was held in
the nominee name Chase Bank of Texas, National Association, as custodian and
securities intermediary, for beneficial owners.
As of February 19, 2003, Discover Bank owned 100% of the
uncertificated Seller Certificate, which represented beneficial ownership of a
residual interest in the assets of the trust as provided in the pooling and
servicing agreement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits:
23. Consent of Deloitte & Touche LLP.
99. (A) 2002 ANNUAL AGGREGATE REPORT prepared by the
Servicer (relating to the period from
December 1, 2001 through November 30, 2002).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORT pursuant
to Section 3.08 of the Pooling and Servicing
Agreement.
(C) MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED
TO SERVICING PROCEDURES.
(D) DOCUMENTS INCORPORATED BY REFERENCE
The following sections of the registrant's
prospectus, dated January 31, 2003, and
prospectus supplement, dated January 31, 2003,
which were filed on a Current Report on Form
8-K, dated February 12, 2003 (Commission File
No. 0-23108) are incorporated herein by
reference:
- "Risk Factors" on pages S-14 to S-20 of the
prospectus supplement;
- "The Discover Card Business" on pages S-21 to
S-24 of the prospectus supplement;
- "The Accounts - Billing and Payments" on
pages S-25 and S-26 of the prospectus
supplement;
- "Composition and Historical Performance of
the Discover Card Portfolio" on pages S-28 to
S-32 of the prospectus supplement;
10
- "The Certificates - Amortization Events" on
pages S-44 to S-46 of the prospectus
supplement;
- "Legal Matters" on page S-51 of the
prospectus supplement;
- "The Seller" on pages 36-38 of the
prospectus;
- "Insolvency Related Matters" on pages 37-38
of the prospectus;
- "Federal Income Tax Consequences" on pages
40-47 of the prospectus; and
- "Legal Matters" on page 53 of the prospectus.
(b) Reports on Form 8-K.
Current Reports on Form 8-K are filed on or about the
distribution date each month (typically the 15th of the month) with respect to
each series of certificates issued by the Trust. The reports include as exhibits
the MONTHLY CERTIFICATEHOLDERS' STATEMENTS and were filed on December 17, 2001,
January 15, 2002, February 15, 2002, March 15, 2002, April 11, 2002, May 15,
2002, June 17, 2002, July 15, 2002, August 15, 2002, September 16, 2002, October
15, 2002, November 15, 2002, December 16, 2002, January 8, 2003 and February 18,
2003.
Current Reports on Form 8-K were also filed on the following
dates with respect to the events indicated:
- December 13, 2001 (election to delay commencement of Series
1996-2 Accumulation Period)
- January 3, 2002 (election to delay commencement of Series
1997-1 Accumulation Period)
- January 15, 2002 (distribution to investors of a series term
sheet with respect to Series 2002-1)
- January 22, 2002 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2002-1)
- January 22, 2002 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2002-1)
- January 24, 2002 (issuance of the Series 2002-1 Certificates)
- April 17, 2002 (distribution to investors of a series term
sheet with respect to Series 2002-2)
- April 23, 2002 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2002-2)
- April 23, 2002 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2002-2)
11
- April 26, 2002 (issuance of the Series 2002-2 Certificates)
- May 22, 2002 (distribution to investors of a series term sheet
with respect to Series 2002-3)
- May 24, 2002 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2002-3)
- May 28, 2002 (delivery of certain opinions regarding legality
and tax matters with respect to Series 2002-3)
- May 30, 2002 (issuance of Series 2002-3 Certificates)
- June 3, 2002 (election to delay commencement of Series 1998-6
Accumulation Period and Series 1996-2 Accumulation Period)
- June 3, 2002 (addition of Accounts to the trust)
- August 1, 2002 (election to delay commencement of Series
2000-3 Accumulation Period and Series 1998-3 Accumulation
Period)
- September 3, 2002 (election to delay commencement of Series
2000-8 Accumulation Period)
- September 10, 2002 (amendments to Series Supplements for
Series 2000-9 and Series 2002-3)
- October 1, 2002 (election to delay commencement of Series
1998-7 Accumulation Period and Series 1993-3 Accumulation
Period)
- October 8, 2002 (distribution to investors of a series term
sheet with respect to Series 2002-4)
- October 15, 2002 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2002-4)
- October 15, 2002 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2002-4)
- October 18, 2002 (issuance of Series 2002-4 Certificates)
- December 3, 2002 (election to delay commencement of Series
1998-6 Accumulation Period)
- December 4, 2002 (distribution to investors of a series term
sheet with respect to Series 2002-5)
- December 9, 2002 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2002-5)
12
- December 9, 2002 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2002-5)
- December 12, 2002 (issuance of Series 2002-5 Certificates)
- January 10, 2003 (distribution to investors of a series term
sheet with respect to Series 2003-1)
- January 17, 2003 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2003-1)
- January 17, 2003 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2003-1)
- January 23, 2003 (issuance of Series 2003-1 Certificates)
- February 3, 2003 (distribution to investors of a series term
sheet with respect to Series 2003-2)
- February 12, 2003 (delivery of certain opinions regarding
legality and tax matters with respect to Series 2003-2)
- February 12, 2003 (distribution to investors of a prospectus
supplement and prospectus with respect to Series 2003-2)
- February 18, 2003 (issuance of Series 2003-2 Certificates)
13
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.
Discover Card Master Trust I
Registrant)
By: Discover Bank
(Originator of the Trust)
Dated: February 19, 2003 By: /s/ Michael F. Rickert
------------------------------------------
Michael F. Rickert
Vice President, Chief Accounting Officer
and Treasurer
14
CERTIFICATIONS
I, Michael F. Rickert, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect
of periods included in the year covered by this annual report, of
Discover Card Master Trust I;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the distribution and servicing information
required to be provided to the trustee by the servicer under the
pooling and servicing agreement is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing agreement and based upon the review
required under the pooling and servicing agreement, and except as
disclosed in the report, the servicer has fulfilled its obligations
under the servicing agreement; and
5. I have disclosed to the registrant's certified public accountants all
significant deficiencies relating to the servicer's compliance with the
minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the pooling and servicing
agreement.
Dated: February 19, 2003 By:/s/ Michael F. Rickert
----------------------------------------
Michael F. Rickert,
Vice President, Chief Accounting Officer
and Treasurer of Discover Bank, Master
Servicer and Servicer of Discover Card
Master Trust I
15
EXHIBIT INDEX
EXHIBIT NO.
23. Consent of Deloitte & Touche LLP.
99. (A) 2002 ANNUAL AGGREGATE REPORT prepared by the
Servicer (relating to the period from
December 1, 2001 through November 30, 2002).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORT
pursuant to Section 3.08 of the Pooling and
Servicing Agreement.
(C) MANAGEMENT'S REPORT ON INTERNAL CONTROL
RELATED TO SERVICING PROCEDURES
(D) DOCUMENTS INCORPORATED BY REFERENCE
The following sections of the registrant's
prospectus, dated January 31, 2003, and
prospectus supplement, dated January 31,
2003, which were filed on a Current Report
on Form 8-K, dated February 12, 2003
(Commission File No. 0-23108) are
incorporated herein by reference:
- "Risk Factors" on pages S-14 to S-20 of
the prospectus supplement;
- "The Discover Card Business" on pages S-21
to S-24 of the prospectus supplement;
- "The Accounts - Billing and Payments" on
pages S-25 and S-26 of the prospectus
supplement;
- "Composition and Historical Performance of
the Discover Card Portfolio" on pages S-28
to S-32 of the prospectus supplement;
- "The Certificates - Amortization Events"
on pages S-44 to S-46 of the prospectus
supplement;
- "Legal Matters" on page S-51 of the
prospectus supplement;
- "The Seller" on pages 36-38 of the
prospectus;
- "Insolvency Related Matters" on pages
37-38 of the prospectus;
- "Federal Income Tax Consequences" on pages
40-47 of the prospectus; and
- "Legal Matters" on page 53 of the
prospectus.
16