EX-99 2 c89069exv99.htm SERIES TERM SHEET exv99
 

SUBJECT TO REVISION
SERIES TERM SHEET DATED OCTOBER 25, 2004

DISCOVER® CARD MASTER TRUST I, SERIES 2004-1
$1,000,000,000 Floating Rate Class A Certificates
$52,632,000 Floating Rate Class B Certificates

DISCOVER BANK
Master Servicer, Servicer and Seller

     The certificates represent interests in the Discover Card Master Trust I. The certificates are not obligations of Discover Bank or any of its affiliates, and neither the certificates nor the underlying credit card receivables are insured or guaranteed by any governmental agency.

     This series term sheet contains structural and collateral information about the certificates; however, this series term sheet does not contain complete information about the certificates. The information in this series term sheet is preliminary and will be superseded by the information contained in the prospectus supplement and the prospectus. You should read both the prospectus supplement and the prospectus. The trust and the Discover Card portfolio may not perform in the future as they have performed in the past. Price and availability of the certificates may change without notice.

     We have prepared this series term sheet solely for informational purposes. This series term sheet is not an offer to buy or sell any security, nor is it a request to participate in any particular trading strategy. Discover Bank may not offer or sell the certificates in any state where the offer or sale is prohibited. Discover Bank will not sell you any of the certificates unless you have received both the prospectus supplement and the prospectus. The underwriters may hold or trade securities of the trust or Discover Bank and may also perform investment banking services for the trust and Discover Bank.

MORGAN STANLEY

     DEUTSCHE BANK SECURITIES

     RBC CAPITAL MARKETS

     SUNTRUST ROBINSON HUMPHRIES

     CALYON SECURITIES USA

     This series term sheet may not be distributed to Private Customers as defined by the U.K. Securities and Futures Authority.

 


 

This series term sheet will be superseded in its entirety by the information appearing in the prospectus supplement, the prospectus and the Series 2004-1 Supplement to the Pooling and Servicing Agreement.

         
Title of Securities   Discover Card Master Trust I, Series 2004-1 Floating Rate Class A Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2004-1 Floating Rate Class B Credit Card Pass-Through Certificates.
 
       
Interest Rate   Class A Certificates: LIBOR plus ___% per year.
 
       
    Class B Certificates: LIBOR plus ___% per year.
 
       
    The trustee will calculate interest on the certificates on the basis of the actual number of days elapsed and a 360-day year.
 
       
    “LIBOR” will mean the London interbank offered rate for one-month United States dollar deposits, determined two business days before the start of each interest accrual period.
 
       
Interest Payment Dates   The 15th day of each month, or the next business day, beginning in December 2004.
 
       
Expected Maturity Dates   Class A Certificates: October 15, 2007, or the next business day. If an Amortization Event occurs, the trust will pay principal monthly and the final principal payment may be made before or after October 15, 2007
 
       
    Class B Certificates: November 15, 2007, or the next business day. If an Amortization Event occurs, the trust will pay principal monthly and the final payment of principal may be made either before or after November 15, 2007. The trust must generally pay all Class A principal before it pays any Class B principal.
 
       
    An “Amortization Event” is an event that will cause the trust to begin repaying principal on a monthly basis.
 
       
Series Termination Date   The first business day following April 15, 2010, or if April 15, 2010 is not a business day, the second business day following April 15, 2010. The Series Termination Date is the last day on which the trust will pay principal on the certificates.
 
       
Subordination of Class B Certificates
       
(Class A Credit Enhancement)   The Class B Certificates are subordinated to the Class A Certificates, up to a specified dollar amount, known as the “Available Subordinated Amount.”

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Available Subordinated Amount   Initially, equal to 12.5% of the Series Initial Investor Interest, which may be reduced, reinstated or increased from time to time. The Available Subordinated Amount will increase by:
 
       
    0.5% of the Series Initial Investor Interest after a Supplemental Credit Enhancement Event, if Discover Bank has not made an Effective Alternative Credit Support Election;
 
       
    4.5% of the Series Initial Investor Interest after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has occurred; or
 
       
    5% of the Series Initial Investor Interest after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has not occurred.
 
       
    The “Series Initial Investor Interest” is equal to the total initial principal amount of the Class A Certificates plus the total initial principal amount of the Class B Certificates. If additional certificates are issued after the initial issuance date, the “Series Initial Investor Interest” will be deemed to include the initial principal amount of the additional certificates from and after the date of such additional issuance.
 
       
    A “Supplemental Credit Enhancement Event” will occur the first time Standard & Poor’s Ratings Services withdraws the long-term debt or deposit rating of Discover Bank, or an additional seller, if any, or reduces this rating below BBB -.
 
       
    “Effective Alternative Credit Support Election” will mean an effective election made by Discover Bank to change the way in which the trust allocates finance charge collections to this Series. To make this election, Discover Bank must arrange for the deposit of additional funds into the cash collateral account discussed below.
 
       
Cash Collateral Account
       
(Class B Credit Enhancement)   Discover Bank will arrange to have a cash collateral account established and funded with an amount equal to 7.5% of the Series Initial Investor Interest for the direct benefit of the Class B investors, the “Credit Enhancement Account,” on the date the certificates are issued. The trustee may withdraw funds from this account to reimburse the Class B investors for amounts that would otherwise reduce their interest in the trust or affect their interest payments.

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    The amount on deposit in this account may decrease or increase on future Distribution Dates. A “Distribution Date” is the 15th calendar day of each month, or the next business day, beginning in December 2004.
 
       
    The maximum amount of Credit Enhancement as of any Distribution Date will be:
 
       
    Before a Supplemental Credit Enhancement
Event or an Effective Alternative Credit
Support Election
 
       
    7.5% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest; or
 
       
    After a Supplemental Credit Enhancement
Event but before an Effective Alternative
Credit Support Election
 
       
    8.0% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest; or
 
       
    After an Effective Alternative Credit
Support Election
 
       
    12.5% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest.
 
       
    However, if an Amortization Event has occurred, the maximum amount of Credit Enhancement will be the amount on deposit in the Credit Enhancement Account on the Distribution Date immediately before the Amortization Event occurred.
 
       
    “Series Investor Interest” will mean the Series Initial Investor Interest minus
 
       
    the amount of principal collections on deposit for the benefit of investors in this Series, after giving effect to losses of principal on investments of these funds,
 
       
    the aggregate amount of principal previously paid to investors in this Series, and
 
       
    the aggregate amount of investor losses resulting from accounts in which the receivables have been charged-off as uncollectible, after giving effect to all provisions in the Series Supplement to reimburse these charged-off amounts.
 
       
The Receivables   The receivables in the Accounts included in the trust as of October 1, 2004 totaled $34,024,179,563.76.

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Interchange   Concurrently with the issuance of Series 2004-1, Discover Bank will transfer to the trust rights to receive a pro rata portion of interchange fees paid or payable to it by merchant acceptance networks, including Discover Financial Services, Inc. This series will be eligible for allocations and reallocations of interchange. Series issued prior to November __, 2004 will not receive allocations or reallocations of interchange.
 
       
    The amount of interchange relates to transaction volume and therefore will likely decline substantially, and potentially to zero, in the event of an insolvency or receivership of Discover Bank. In addition, although the right to interchange will have been assigned prior to such an event, interchange is only deposited monthly on each distribution date and the trust may not have a perfected security interest in, or the FDIC may challenge the trust’s right to, interchange that has not been deposited prior to such an event. Accordingly, we cannot assure you that amounts with respect to interchange will be available to the trust following an insolvency or receivership, and legal opinions relating to interchange would not be meaningful. In addition, the rate at which interchange fees are paid is determined by contract and may be renegotiated from time to time. Any such renegotiation may reduce the amount of interchange paid to the trust.
 
       
Group Excess Spread and
       
Interchange Subgroup Excess Spread   The certificates initially will be included in the “Group One” group of series. The three-month rolling average Group Excess Spread Percentage, as defined below, was 5.13% for the Distribution Date in October 2004. The Group Excess Spread Percentage will exclude the effects of interchange, which will not be reallocated to certificates issued before November __, 2004.
 
       
    Because the Group Excess Spread will not include the effects of interchange, the Amortization Event triggers for this series have been modified from those for prior series to include an additional test for the subgroup of series to which interchange is allocated. An Amortization Event will occur on any Distribution Date on which the three-month rolling average Series Excess Spread, the three-month rolling average Interchange Subgroup Excess Spread and the Group Excess Spread, as such terms are defined below, are less than zero.
 
       
    For information about the historical effect of interchange on yield, see “Composition and Historical Performance of the Discover Card Portfolio – Summary Yield Information.” Interchange yield may decline, potentially to zero, if the amount of new transactions involving trust accounts declines.

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    “Series Excess Spread” is generally an amount equal to
 
       
    the total amount of finance charge collections, investment income, interchange and other similar collections allocable to each series for the prior calendar month, minus
 
       
    the total amount of interest and certain fees payable for each series and the amount of receivables allocable to each series that have been charged off as uncollectible for the prior calendar month.
 
       
    “Group Excess Spread” for any Distribution Date is the sum of the Series Excess Spreads (modified as discussed below) for all series in Group One. “Group Excess Spread Percentage” for any Distribution Date is a percentage calculated by multiplying:
 
       
    twelve, by
 
       
    the sum of the Series Excess Spreads (modified as discussed below) for all series in Group One,
 
       
    and then dividing the product by an amount equal to the sum of all investor interests for each series in Group One, in each case for the Distribution Date. For purposes of determining the Group Excess Spread and the Group Excess Spread Percentage, we will subtract interchange from the Series Excess Spread for each series that otherwise has positive Series Excess Spread. However, if this subtraction would cause the Series Excess Spread to be negative, Series Excess Spread for such series will be deemed to be zero.
 
       
    “Interchange Subgroup Excess Spread” for any Distribution Date means the sum of:
 
       
    all amounts deposited in the Group Interchange Reallocation Account for all series to which interchange is allocated, and
 
       
    the Interchange Subgroup Allocable Group Excess Spread;
 
       
    where “Interchange Subgroup Allocable Group Excess Spread” means, for any Distribution Date:
 
       
    if the Group Excess Spread is positive or zero, an amount equal to the Group Excess Spread multiplied by the sum of the investor interests for each series in Group One to which interchange is allocated, divided by

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    an amount equal to the sum of all investor interests for each series in Group One;
 
       
  and    
 
       
    if the Group Excess Spread is negative, an amount equal to the Group Excess Spread multiplied by the sum of the Series Excess Spreads for each series in Group One to which interchange is allocated and for which the Series Excess Spread was negative, divided by
 
       
    an amount equal to the sum of the Series Excess Spreads for each series in Group One for which the Series Excess Spread was negative.
 
       
Rating of the Investor Certificates   The trust will only issue the certificates if Standard & Poor’s has rated the Class A Certificates “AAA” and the Class B Certificates at least “A” and Moody’s Investors Service, Inc. has rated the Class A Certificates “Aaa” and has rated the Class B Certificates at least “A2.”
 
       
ERISA Considerations   Discover Bank believes that employee benefit plans subject to ERISA may acquire Class A Certificates; however, advisers to these plans should consult their own counsel. Employee benefit plans subject to ERISA may not acquire the Class B Certificates.
 
       
Listing   Discover Bank expects to list the certificates on the Luxembourg Stock Exchange to facilitate trading in non-U.S. markets.

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COMPOSITION OF THE ACCOUNTS

     We have set forth information below about the Accounts that are part of the trust. We provide additional information about all accounts in the Discover Card portfolio under “Composition and Historical Performance of the Discover Card Portfolio.”

     Geographic Distribution. As of October 1, 2004, the following five states had the largest receivables balances :

         
    Percentage of Total
    Receivables
State
  Balance in the Accounts
California
    9.6 %
Texas
    9.2 %
New York
    7.0 %
Florida
    5.9 %
Illinois
    5.4 %

     Credit Limit Information. As of October 1, 2004, the Accounts had the following credit limits:

                 
    Receivables   Percentage of
    Outstanding   Total Receivables
Credit Limit
  (000’s)
  Outstanding
$0 to $4,000.00
  $ 3,733,043       11.0 %
$4,000.01 to $6,000.00
  $ 4,056,230       11.9 %
$6,000.01 to $8,000.00
  $ 4,354,867       12.8 %
$8,000.01 to $10,000.00
  $ 6,830,317       20.1 %
Over $10,000.00
  $ 15,049,723       44.2 %
 
   
 
     
 
 
Total
  $ 34,024,180       100.0 %
 
   
 
     
 
 

     Seasoning. As of October 1, 2004, 96.6% of the Accounts were at least 24 months old. The ages of Accounts as of October 1, 2004 were distributed as follows:

                 
    Percentage   Percentage
Age of Accounts
  of Accounts
  of Balances
Less than 12 Months
    0.3 %     0.5 %
12 to 23 Months
    3.1 %     3.7 %
24 to 35 Months
    5.2 %     5.0 %
36 to 47 Months
    7.9 %     8.3 %
48 to 59 Months
    10.8 %     11.6 %
60 Months and Greater
    72.7 %     70.9 %
 
   
 
     
 
 
 
    100.0 %     100.0 %
 
   
 
     
 
 

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     Summary Current Delinquency Information. As of October 1, 2004, the Accounts had the following delinquency statuses:

                 
    Aggregate    
    Balances   Percentage
Payment Status
  (000’s)
  of Balances
Current
  $ 30,530,733       89.8 %
1 to 29 Days
  $ 1,714,477       5.0 %
30 to 59 Days
  $ 564,241       1.7 %
60 to 89 Days
  $ 387,324       1.1 %
90 to 119 Days
  $ 319,069       0.9 %
120 to 149 Days
  $ 273,362       0.8 %
150 to 179 Days
  $ 234,974       0.7 %
 
   
 
     
 
 
 
  $ 34,024,180       100.0 %
 
   
 
     
 
 

COMPOSITION AND HISTORICAL PERFORMANCE
OF THE DISCOVER CARD PORTFOLIO

     We have set forth information below about the accounts that comprise the Discover Card portfolio. On March 1, 2003, Private Issue accounts, another brand of general purpose credit and financial services card issued by Discover Bank, were converted into Discover Card accounts and made eligible for addition to the trust. The information set forth below includes these accounts as of March 1, 2003. Information related to prior periods has not been restated to reflect the historical performance of the former Private Issue accounts due to their immaterial impact on overall Discover Card performance.

     Geographic Distribution. The Discover Card portfolio is not highly concentrated geographically. As of August 31, 2004, the following five states had the largest receivables balances:

         
    Percentage of Total Receivables Balance
    of Discover Card Portfolio
State
  as of August 31, 2004
California
    9.8 %
Texas
    8.9 %
New York
    7.0 %
Florida
    5.9 %
Illinois
    5.3 %

     No other state accounted for more than 5% of the total receivables balance of the Discover Card portfolio as of August 31, 2004.

     Credit Limit Information. As of August 31, 2004, the accounts in the Discover Card portfolio had the following credit limits:

                 
            Percentage
    Receivables   of Total
    Outstanding   Receivables
Credit Limit
  (000’s)
  Outstanding
$0 to $4,000.00
  $ 5,375,922       12.0 %
$4,000.01 to $6,000.00
  $ 6,495,995       14.5 %
$6,000.01 to $8,000.00
  $ 6,514,662       14.6 %
$8,000.01 to $10,000.00
  $ 8,820,881       19.7 %
Over $10,000.00
  $ 17,563,369       39.2 %
 
   
 
     
 
 
Total
  $ 44,770,829       100.0 %
 
   
 
     
 
 

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     Seasoning. As of August 31, 2004, 89.3% of the accounts in the Discover Card portfolio were at least 24 months old. The ages of the accounts in the Discover Card portfolio as of August 31, 2004 were distributed as follows:

                 
    Percentage   Percentage
Age of Accounts
  of Accounts
  of Balances
Less than 12 Months
    4.3 %     8.1 %
12 to 23 Months
    6.4 %     7.5 %
24 to 35 Months
    7.4 %     6.7 %
36 to 47 Months
    9.6 %     9.6 %
48 to 59 Months
    10.9 %     11.0 %
60 Months and Greater
    61.4 %     57.1 %
 
   
 
     
 
 
 
    100.0 %     100.0 %
 
   
 
     
 
 

     Summary Yield Information. Discover Bank calculates the monthly yield for the Discover Card portfolio by dividing the monthly finance charges billed by beginning monthly receivables balance. Monthly finance charges include periodic finance charges, cash advance item charges, late fees, overlimit fees and other miscellaneous fees. Discover Bank also allocates to investors recoveries and, to the extent applicable, interchange, which are treated similarly to finance charges. Aggregate monthly yield is the average of monthly yields annualized for each period shown. The annualized aggregate monthly yield for the Discover Card portfolio is summarized as follows:

                                 
         
    Nine Months
Ended
  Twelve Months Ended November 30,
    August 31, 2004
  2003
  2002
  2001
Aggregate Monthly Yields
                               
Yield Excluding Recoveries and Interchange
    14.25 %     14.39 %     15.29 %     15.95 %
Yield Including Recoveries and Excluding Interchange
    15.06 %     15.09 %     15.91 %     16.62 %
Yield from Interchange
    2.55 %     2.22 %                

     Recoveries received with respect to receivables in the trust that have been charged off as uncollectible, including, as of March 30, 2001, the proceeds of charged-off receivables that Discover Bank has removed from the trust, are included in the trust and are treated as finance charge collections. After November 30, 2003, when we refer to yield excluding recoveries and interchange, we are excluding only recoveries related to the charge-off of principal, but are including recoveries related to finance charge and fee write-offs. These finance charge and fee recoveries were previously reflected in net charge-offs, but net charge-offs now includes only charge-offs and recoveries of principal. See “Summary Charge-Off Information”. For purposes of the Pooling and Servicing Agreement, all recoveries of principal as well as recoveries of finance charge and fees are treated as finance charge collections. Certificates issued on or after November    , 2004, beginning with certificates issued in connection with Series 2004-1, may be eligible to receive allocations of interchange received by the trust in accordance with the terms of their respective series supplements. Certificates issued prior to November    , 2004 receive no allocations or reallocations of interchange.

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     Summary Current Delinquency Information. As of August 31, 2004, the accounts in the Discover Card portfolio had the following delinquency statuses:

                 
    Aggregate    
    Balances   Percentage
Payment Status
  (000’s)
  of Balances
Current
  $ 40,576,392       90.6 %
1 to 29 Days
  $ 2,015,715       4.5 %
30 to 59 Days
  $ 697,093       1.6 %
60 to 89 Days
  $ 479,605       1.1 %
90 to 119 Days
  $ 387,806       0.9 %
120 to 149 Days
  $ 327,304       0.7 %
150 to 179 Days
  $ 286,914       0.6 %
 
   
 
     
 
 
 
  $ 44,770,829       100.0 %
 
   
 
     
 
 

     Summary Historical Delinquency Information. The accounts in the Discover Card portfolio had the following historical delinquency rates:

                                                                 
    Average of Nine Months    
    Ended August 31, 2004
  Average of Twelve Months Ended November 30,
                    2003
  2002
  2001
    Delinquent           Delinquent           Delinquent           Delinquent    
    Amount           Amount           Amount           Amount    
    (000’s)
  Percentage
  (000’s)
  Percentage
  (000’s)
  Percentage
  (000’s)
  Percentage
30-59 Days
  $ 740,984       1.6 %   $ 924,178       1.9 %   $ 927,959       2.0 %   $ 1,001,038       2.2 %
60-89 Days
  $ 515,860       1.1 %   $ 665,502       1.4 %   $ 655,638       1.4 %   $ 687,141       1.5 %
90-179 Days
  $ 1,165,807       2.6 %   $ 1,430,013       3.0 %   $ 1,299,208       2.8 %   $ 1,265,333       2.7 %
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Total
  $ 2,422,651       5.3 %   $ 3,019,693       6.3 %   $ 2,882,805       6.2 %   $ 2,953,512       6.4 %
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

     Discover Bank calculates the percentages by dividing the delinquent amount by the average receivables outstanding for each period. The delinquent amount is the average of the monthly ending balances of delinquent accounts during the periods indicated. The average receivables outstanding is the average of the monthly average amount of receivables outstanding during the periods indicated.

     Summary Charge-Off Information. The accounts in the Discover Card portfolio have had the following historical charge-offs:

                                 
    Nine Months Ended   Twelve Months Ended November 30,
    August 31, 2004
  2003
  2002
  2001
    (dollars in thousands)
Average Receivables Outstanding
  $ 45,094,626     $ 48,164,718     $ 46,374,096     $ 46,172,045  
Gross Charge-Offs
  $ 2,406,652     $ 3,598,885     $ 3,200,339     $ 2,801,998  
Net Charge-Offs
  $ 2,131,398     $ 3,259,478     $ 2,915,090     $ 2,494,330  
Gross Charge-Offs as an Annualized Percentage of Average Receivables Outstanding
    7.12 %     7.47 %     6.90 %     6.07 %
Net Charge-Offs as an Annualized Percentage of Average Receivables Outstanding
    6.30 %     6.77 %     6.29 %     5.40 %

     Prior to December 1, 2003, net charge-offs included recoveries related to finance charge and fee write-offs. After November 30, 2003, we excluded recoveries related to finance charge and fee write-offs from net charge-offs, which reflects only recoveries of principal. See “Summary Yield Information”. Average receivables outstanding is the average of the monthly average amount of receivables outstanding during the periods indicated.

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     Summary Payment Rate Information. Discover Bank calculates the monthly payment rate by dividing monthly cardmember remittances by the cardmember receivable balance outstanding as of the beginning of the month. Discover Bank calculates the average monthly payment rate for a period by dividing the sum of individual monthly payment rates for the period by the number of months in the period. The accounts in the Discover Card portfolio have had the following historical monthly payment rates:

                                 
    Nine Months Ended    
    August 31, 2004
  Twelve Months Ended November 30,
            2003
  2002
  2001
Average Monthly Payment Rate
    18.22 %     17.11 %     16.56 %     15.98 %
Highest Monthly Payment Rate
    18.91 %     18.04 %     17.17 %     16.96 %
Lowest Monthly Payment Rate
    17.48 %     15.84 %     15.35 %     14.83 %


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