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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD FROM JANUARY 1, 1998 THROUGH NOVEMBER 30, 1998
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 GREENWOOD TRUST COMPANY
12 READ'S WAY
NEW CASTLE, DELAWARE 19720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 323-7184
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 1993-1:
Floating Rate Class A Credit Card Pass-Through Certificates
5.30% Class B Credit Card Pass-Through Certificates
SERIES 1993-2:
5.40% Class A Credit Card Pass-Through Certificates
5.75% Class B Credit Card Pass-Through Certificates
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SERIES 1993-3:
6.20% Class A Credit Card Pass-Through Certificates
6.45% Class B Credit Card Pass-Through Certificates
SERIES 1994-2:
Floating Rate Class A Credit Card Pass-Through Certificates
8.05% Class B Credit Card Pass-Through Certificates
SERIES 1994-3:
Floating Rate Class A Credit Card Pass-Through Certificates
7.75% 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 1995-2:
6.55% Class A Credit Card Pass-Through Certificates
6.75% Class B Credit Card Pass-Through Certificates
SERIES 1995-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1996-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1996-2:
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 1997-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1997-2:
6.792% Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
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SERIES 1997-3:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1997-4:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1998-1:
Floating Rate Class A Credit Card Pass-Through Certificates
Floating Rate Class B Credit Card Pass-Through Certificates
SERIES 1998-2:
5.80% Class A Credit Card Pass-Through Certificates
5.95% 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 1998-4:
5.75% Class A Credit Card Pass-Through Certificates
5.90% 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 1999-1:
5.30% Class A Credit Card Pass-Through Certificates
5.55% 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
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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]
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Index to Exhibits Appears on Page 13.
PART I
ITEM 1. BUSINESS
The Discover Card Master Trust I (the "Trust") was formed pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1993, as amended (the
"Pooling and Servicing Agreement") by and between Greenwood Trust Company
("Greenwood") 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 "Trustee"). The Trust's only business is to act as a passive
conduit to permit investment in a pool of retail consumer receivables.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1993-1 Class A Certificates") and the 5.30% Class B Credit Card
Pass-Through Certificates (the "Series 1993-1 Class B Certificates") of Series
1993-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 27, 1993,
by and between Greenwood and the Trustee.
The 5.40% Class A Credit Card Pass-Through Certificates (the "Series 1993-2
Class A Certificates") and the 5.75% Class B Credit Card Pass-Through
Certificates (the "Series 1993-2 Class B Certificates") of Series 1993-2 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of December 1, 1993, by and
between Greenwood and the Trustee.
The 6.20% Class A Credit Card Pass-Through Certificates (the "Series 1993-3
Class A Certificates") and the 6.45% Class B Credit Card Pass-Through
Certificates (the "Series 1993-3 Class B 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 Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1994-2 Class A Certificates") and the 8.05% Class B Credit Card
Pass-Through Certificates (the "Series 1994-2 Class B Certificates") of Series
1994-2 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 14, 1994,
as amended, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1994-3 Class A Certificates") and the 7.75% Class B Credit Card
Pass-Through Certificates (the "Series 1994-3 Class B Certificates") of Series
1994-3 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 20, 1994,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificate (the "Series
1994-A Class A Certificate") of Series 1994-A was issued pursuant to the Pooling
and Servicing
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Agreement and a Series Supplement to the Pooling and Servicing Agreement dated
as of December 20, 1994, as amended, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through
Certificates (the "Series 1995-1 Class A Certificates") and the Floating Rate
Class B Credit Card Pass-Through Certificates (the "Series 1995-1 Class B
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 Greenwood and the Trustee.
The 6.55% Class A Credit Card Pass-Through Certificates (the "Series 1995-2
Class A Certificates") and the 6.75% Class B Credit Card Pass-Through
Certificates (the "Series 1995-2 Class B Certificates") of Series 1995-2 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of August 1, 1995, by and
between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1995-3 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1995-3 Class B Certificates") of Series
1995-3 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of September 28,
1995, by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-1 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-1 Class B Certificates") of Series
1996-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of January 18, 1996,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-2 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-2 Class B Certificates") of Series
1996-2 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of January 29, 1996,
by and between Greenwood and the Trustee.
The 6.05% Class A Credit Card Pass-Through Certificates (the "Series 1996-3
Class A Certificates") and the 6.25% Class B Credit Card Pass-Through
Certificates (the "Series 1996-3 Class B 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 Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-4 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-4 Class B 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 Greenwood and the Trustee.
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The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1996-5 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1996-5 Class B Certificates") of Series
1996-5 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of July 24, 1996, by
and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1997-1 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1997-1 Class B Certificates") of Series
1997-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of August 26, 1997,
by and between Greenwood and the Trustee.
The 6.792% Class A Credit Card Pass-Through Certificates (the "Series
1997-2 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1997-2 Class B Certificates") of Series
1997-2 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 15, 1997,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1997-3 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1997-3 Class B 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 Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1997-4 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1997-4 Class B Certificates") of Series
1997-4 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of October 31, 1997,
by and between Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1998-1 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1998-1 Class B Certificates") of Series
1998-1 were issued pursuant to the Pooling and Servicing Agreement and a Series
Supplement to the Pooling and Servicing Agreement dated as of January 14, 1998,
by and between Greenwood and the Trustee.
The 5.80% Class A Credit Card Pass-Through Certificates (the "Series 1998-2
Class A Certificates") and the 5.95% Class B Credit Card Pass-Through
Certificates (the "Series 1998-2 Class B Certificates") of Series 1998-2 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of March 4, 1998, by and between
Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1998-3 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1998-3 Class B Certificates") of Series
1998-3 were issued pursuant to
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the Pooling and Servicing Agreement and a Series Supplement to the Pooling and
Servicing Agreement dated as of March 25, 1998, by and between Greenwood and the
Trustee.
The 5.75% Class A Credit Card Pass-Through Certificates (the "Series 1998-4
Class A Certificates") and the 5.90% Class B Credit Card Pass-Through
Certificates (the "Series 1998-4 Class B Certificates") of Series 1998-4 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of April 9, 1998, by and between
Greenwood and the Trustee.
The Floating Rate Class A Credit Card Pass-Through Certificates (the
"Series 1998-5 Class A Certificates") and the Floating Rate Class B Credit Card
Pass-Through Certificates (the "Series 1998-5 Class B 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 Greenwood and the Trustee.
The 5.85% Class A Credit Card Pass-Through Certificates (the "Series 1998-6
Class A Certificates") and the 6.05% Class B Credit Card Pass-Through
Certificates (the "Series 1998-6 Class B 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
Greenwood and the Trustee.
The 5.60% Class A Credit Card Pass-Through Certificates (the "Series 1998-7
Class A Certificates") and the 5.90% Class B Credit Card Pass-Through
Certificates (the "Series 1998-7 Class B 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 Greenwood and the Trustee.
The 5.30% Class A Credit Card Pass-Through Certificates (the "Series 1999-1
Class A Certificates") and the 5.55% Class B Credit Card Pass-Through
Certificates (the "Series 1999-1 Class B Certificates") of Series 1999-1 were
issued pursuant to the Pooling and Servicing Agreement and a Series Supplement
to the Pooling and Servicing Agreement dated as of February 9, 1999, by and
between Greenwood and the Trustee.
The Trust's Series 1993-1 Class A Certificates, Series 1993-2 Class A
Certificates, Series 1993-3 Class A Certificates, Series 1994-2 Class A
Certificates, Series 1994-3 Class A Certificates, Series 1995-1 Class A
Certificates, Series 1995-2 Class A Certificates, Series 1995-3 Class A
Certificates, Series 1996-1 Class A Certificates, Series 1996-2 Class A
Certificates, Series 1996-3 Class A Certificates, Series 1996-4 Class A
Certificates, Series 1997-1 Class A Certificates, Series 1997-2 Class A
Certificates, Series 1997-3 Class A Certificates, Series 1997-4 Class A
Certificates, Series 1998-1 Class A Certificates, Series 1998-2 Class A
Certificates, Series 1998-3 Class A Certificates, Series 1998-4 Class A
Certificates, Series 1998-6 Class A Certificates, Series 1998-7 Class A
Certificates and Series 1999-1 Class A Certificates shall collectively be known
as the "Class A Certificates." Similarly, the Trust's Series 1993-1 Class B
Certificates, Series 1993-2 Class B Certificates, Series 1993-3 Class B
Certificates, Series 1994-2 Class B Certificates, Series 1994-3 Class B
Certificates, Series 1995-1 Class B Certificates, Series 1995-2 Class B
Certificates, Series 1995-3 Class B
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Certificates, Series 1996-1 Class B Certificates, Series 1996-2 Class B
Certificates, Series 1996-3 Class B Certificates, Series 1996-4 Class B
Certificates, Series 1996-5 Class B Certificates, Series 1997-1 Class B
Certificates, Series 1997-2 Class B Certificates, Series 1997-3 Class B
Certificates, Series 1997-4 Class B Certificates, Series 1998-1 Class B
Certificates, Series 1998-2 Class B Certificates, Series 1998-3 Class B
Certificates, Series 1998-4 Class B Certificates, Series 1998-5 Class B
Certificates, Series 1998-6 Class B Certificates, Series 1998-7 Class B
Certificates and Series 1999-1 Class B Certificates shall collectively be known
as the "Class B Certificates."
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 Greenwood, 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, a currency swap with respect to
Series 1996-5 and an interest rate swap with respect to Series 1997-2. At or
prior to the time of the Trust's formation, Greenwood transferred to the Trust
all the Receivables in the Accounts designated as such at or prior to such time.
Greenwood 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. Greenwood 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 transition period from January 1, 1998 through November
30, 1998 is set forth in the ANNUAL AGGREGATE REPORT filed as Exhibit 99(A) to
this Transition Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
Greenwood is involved from time to time in various legal proceedings that
arise in the ordinary course of its business. Greenwood does not believe that
the resolution of any of these proceedings will have a material adverse effect
on Greenwood's financial condition or on the Receivables. There can be no
assurance, however, regarding any of these effects.
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 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 Cedel Bank, societe anonyme or Euroclear (in Europe). The definitive
Class A Certificates and Class B Certificates are held by Cede & Co., the
nominee of DTC.
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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
As of February 16, 1999, 100% of the Class A Certificates and the Class B
Certificates was held in the nominee name Cede & Co. for beneficial owners. As
of February 16, 1999, 100% of the beneficial ownership of the Series 1994-A
Class A Certificate was held by Riverwoods Funding Corporation. As of February
16, 1999, 100% of the beneficial ownership of the Series 1996-5 Class A
Certificates was held in bearer form by Deutscher Kassenverein
Aktiengesellschaft, a German clearing agency, for beneficial owners. As of
February 16, 1999, 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 16, 1999, Greenwood 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 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits:
23. Consent of Deloitte & Touche LLP.
99. (A) 1998 ANNUAL AGGREGATE REPORT prepared by the Servicer (relating to
the transition period from January 1, 1998 through November
30, 1998).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS 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 29, 1999, and prospectus supplement, dated January 29,
1999, which were
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filed on a Current Report on Form 8-K, dated February 3, 1999
(Commission File No. 0-23108) are incorporated herein by reference:
"The Discover Card Business" on pages S-11 to S-14 of the prospectus
supplement, "The Accounts" on pages S-14 to S-16 of the prospectus
supplement, "Composition and Historical Performance of the Discover
Card Portfolio" on pages S-17 to S-20 of the prospectus supplement,
"Federal Income Tax Consequences" on pages 37-43 of the prospectus,
"ERISA Considerations" on pages 44-45 of the prospectus and "Annex I -
Global Clearance, Settlement and Tax Documentation Procedures" on
pages 58-61 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
Investor Certificates issued by the Trust. The reports include as exhibits the
MONTHLY INVESTOR CERTIFICATEHOLDERS' STATEMENTS and were filed on January 15,
1998, February 17, 1998, March 12, 1998, April 15, 1998, May 13, 1998, June 15,
1998, July 15, 1998, August 11, 1998, September 15, 1998, October 15, 1998,
November 16, 1998, December 15, 1998, January 15, 1999 and February 16, 1999.
Current Reports on Form 8-K were also filed on the following dates with
respect to the events indicated: January 15, 1998 (issuance of the Series 1998-1
Investor Certificates); February 25, 1998 (distribution to investors of a Series
Term Sheet with respect to Series 1998-2); February 27, 1998 (distribution to
investors of a prospectus supplement with respect to Series 1998-2); March 5,
1998 (issuance of the Series 1998-2 Investor Certificates); March 18, 1998
(distribution to investors of a Series Term Sheet with respect to Series
1998-3); March 23, 1998 (distribution to investors of a prospectus supplement
with respect to Series 1998-3); March 27, 1998 (issuance of the Series 1998-3
Investor Certificates); April 13, 1998 (issuance of the Series 1998-4 Investor
Certificates); May 5, 1998 (addition of accounts to the Trust); June 3, 1998
(amendments to Series Supplements); June 8, 1998 (release of performance data
with respect to the receivables in the Trust); July 6, 1998 (addition of
accounts to the Trust); July 23, 1998 (distribution to investors of a Series
Term Sheet with respect to Series 1998-6); July 27, 1998 (distribution to
investors of a prospectus supplement with respect to Series 1998-6); July 31,
1998 (issuance of the Series 1998-6 Investor Certificates); August 5, 1998
(addition of accounts to the Trust); November 5, 1998 (distribution to investors
of a Series Term Sheet with respect to Series 1998-7); November 10, 1998
(distribution to investors of a prospectus supplement with respect to Series
1998-7); November 10, 1998 (delivery of opinions with respect to legality and
certain tax matters relating to the Series 1998-7 Investor Certificates);
November 13, 1998 (issuance of the Series 1998-7 Investor Certificates);
December 2, 1998 (Fourth Amendment to Pooling and Servicing Agreement); January
6, 1999 (addition of accounts to the Trust); January 29, 1999 (distribution to
investors of a Series Term Sheet with respect to Series 1999-1); February 3,
1999 (distribution to investors of a prospectus and prospectus supplement with
respect to Series 1999-1); February 3, 1999 (delivery of opinions with respect
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to legality and certain tax matters relating to the Series 1999-1 Investor
Certificates); and February 10, 1999 (issuance of the Series 1999-1 Investor
Certificates).
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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.
Discover Card Master Trust I
(Registrant)
By: Greenwood Trust Company
Originator of the Trust)
Dated: February 26, 1999 By: /s/ John J. Coane
-------------------------------
John J. Coane
Title: Vice President, Chief Accounting
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NO.
23. Consent of Deloitte & Touche LLP.
99. (A) 1998 ANNUAL AGGREGATE REPORT prepared by the Servicer (relating to
the transition period from January 1, 1998 through November
30, 1998).
(B) ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS 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 29,
1999, and prospectus supplement, dated January 29, 1999, which were filed on a
Current Report on Form 8-K, dated February 3, 1999 (Commission File No. 0-23108)
are incorporated herein by reference: "The Discover Card Business" on pages S-11
to S-14 of the prospectus supplement, "The Accounts" on pages S-14 to S-16 of
the prospectus supplement, "Composition and Historical Performance of the
Discover Card Portfolio" on pages S-17 to S-20 of the prospectus supplement,
"Federal Income Tax Consequences" on pages 37-43 of the prospectus, "ERISA
Considerations" on pages 44-45 of the prospectus and "Annex I - Global
Clearance, Settlement and Tax Documentation Procedures" on pages 58-61 of the
prospectus.
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EXHIBIT 23
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Discover Card Master Trust I (Registration Number 333-62263) of the
Independent Accountants' Report dated January 22, 1999, delivered pursuant to
Section 3.08 of the Pooling and Servicing Agreement dated as of October 1, 1993,
as amended, between Greenwood Trust Company 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, filed as
Exhibit 99(B) to the Transition Report on Form 10-K of Discover Card Master
Trust I for the period from January 1, 1998 through November 30, 1998.
/s/ Deloitte & Touche, LLP
-----------------------------
February 19, 1999
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EXHIBIT 99(A)
DISCOVER CARD MASTER TRUST
Series 1993-1
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 27, 1993, for Series
1993-1, and relating to the Pooling and Servicing Agreement dated as of October
1, 1993, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------------------------------------------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
----------------------------------------------------------
$472,372,038.52 $34,872,038.52 $437,500,000.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$629.82938469 $46.49605136 $583.33333333
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related
Distribution Dates.
Total Interest Principal
-------------------------------------------------------
$2,325,829.88 $2,325,829.88 $0.00
(b) The amount of the distribution set forth
in paragraph (a) above, per $1,000 interest.
Total Interest Principal
------------------------------------------------------
$48.58333257 $48.58333257 $0.00000000
<PAGE> 2
Series 1993-1
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge
Collections processed during the related Due
Periods which was allocated in respect of the
Class A Certificates. $112,572,569.35
(d) The aggregate amount of Principal
Collections processed during the related
Due Periods which was allocated in respect
of the Class A Certificates. $929,325,010.32
(e) The aggregate amount of Finance Charge
Collections processed during the related Due
Periods which was allocated in respect of the
Class B Certificates. $8,602,863.76
(f) The aggregate amount of Principal
Collections processed during the related Due
Periods which was allocated in respect of the
Class B Certificates. $71,008,158.08
(g) The aggregate amount of Finance Charge
Collections processed during the related Due
Periods which was allocated in respect of the
Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal
Collections processed during the related Due
Periods which was allocated in respect of the
Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 3
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the
Servicer for the eleven months ended
November 30, 1998.
Class A Class B
------- -------
$11,562,500.00 $877,671.63
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from
both the shared and Class B portion of the
Credit Enhancement in accordance with the
Pooling and Servicing Agreement and its
respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$9,009,325.00 $15,957,460.00
<PAGE> 4
(b) The amount set forth in paragraph (a)
above as a percentage of the Series
Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- --------------
2.50% 33.33%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
0.41666667 1.00000000
<PAGE> 5
DISCOVER CARD MASTER TRUST
Series 1993-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of December 1, 1993, for Series
1993-2, and relating to the Pooling and Servicing Agreement dated as of November
1, 1993,(the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------------------------------------------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
--------------------------------------------------------
$435,100,000.02 $35,100,000.00 $400,000,000.02
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
------------------------------------------------------
$543.87500003 $43.87500000 $500.00000003
2. Class B Certificates
--------------------
(a) The amount of distribution to Class B
Certificateholders on the related Distribution
Dates.
Total Interest Principal
------------------------------------------------------
$1,756,979.62 $1,756,979.62 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-----------------------------------------------------
$52.70833443 $52.70833443 $0.00000000
<PAGE> 6
Series 1993-2
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $126,704,652.08
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $1,045,672,384.23
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $6,004,930.34
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $49,567,050.69
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 7
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$12,999,999.98 $611,123.37
4. Available Credit Enhancement Amount
-----------------------------------
(a) The amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$16,666,680.00 $8,333,340.00
<PAGE> 8
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
3.85% 25.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
0.50000000 1.00000000
<PAGE> 9
DISCOVER CARD MASTER TRUST
Series 1993-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of November 23, 1993, for Series
1993-3, and relating to the Pooling and Servicing Agreement dated as of November
1, 1993,(the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
-----------------------------------------------------------------------
Ended November 30, 1998
-----------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
<TABLE>
<CAPTION>
Total Interest Principal
--------------------------------------------------
<S> <C> <C>
$21,699,999.96 $21,699,999.96 $0.00
</TABLE>
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
<TABLE>
<CAPTION>
Total Interest Principal
--------------------------------------------------
<S> <C> <C>
$61.99999989 $61.99999989 $0.00000000
</TABLE>
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
<TABLE>
<CAPTION>
Total Interest Principal
--------------------------------------------------
<S> <C> <C>
$1,063,798.56 $1,063,798.56 $0.00
</TABLE>
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
<TABLE>
<CAPTION>
Total Interest Principal
--------------------------------------------------
<S> <C> <C>
$64.50000364 $64.50000364 $0.00000000
</TABLE>
<PAGE> 10
Series 1993-3
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<TABLE>
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $62,887,478.83
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $519,277,907.10
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $2,936,616.29
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $24,249,570.67
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$6,416,666.63 $302,371.63
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$9,162,325.00 $5,497,395.00
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- --------------
2.50% 33.33%
</TABLE>
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of the
Investor Interest as of the Closing Date. The amount of a Certificateholder's
pro-rata share of the Investor Interest can be determined by multiplying the
original denomination of the Certificateholder's Certificate by the Pool
Factor.
<TABLE>
(a) Class A and Class B Certificates.
Class A Class B
------- -------
<S> <C> <C>
1.00000000 1.00000000
</TABLE>
<PAGE> 13
DISCOVER CARD MASTER TRUST
Series 1994-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 14, 1994, for Series
1994-2, and relating to the Pooling and Servicing Agreement dated as of October
1, 1994, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
1. Class A Certificates
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$47,595,553.32 $47,595,553.32 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$55.99476861 $55.99476861 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$3,301,217.81 $3,301,217.81 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$73.79166708 $73.79166708 $0.00000000
<PAGE> 14
Series 1994-2
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<TABLE>
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $152,634,577.83
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $1,260,317,460.37
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $8,055,328.26
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $66,579,959.58
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
</TABLE>
2. Investor Losses: Reimbursement of Charge-Offs
<TABLE>
<CAPTION>
<S> <C> <C>
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$15,583,333.37 $820,178.37
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $44,736,850.00
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
-------------- --------------
0.00% 100.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.000000000 1.00000000
</TABLE>
<PAGE> 17
DISCOVER CARD MASTER TRUST
Series 1994-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 20, 1994, for Series
1994-3, and relating to the Pooling and Servicing Agreement dated as of October
1, 1994, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
------------------------------------------------
<S> <C> <C> <C>
$40,876,076.47 $40,876,076.47 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
------------------------------------------------
$54.50143529 $54.50143529 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
------------------------------------------------
$2,804,298.75 $2,804,298.75 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
------------------------------------------------
$71.04166667 $71.04166667 $0.00000000
</TABLE>
<PAGE> 18
Series 1994-3
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<TABLE>
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $134,642,148.27
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $1,111,730,737.41
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $7,140,106.68
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $58,939,024.47
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
<CAPTION>
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
<C> <C>
Class A Class B
------- -------
$0.00 $0.00
</TABLE>
<PAGE> 19
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$13,750,000.00 $723,690.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- ---------------
$0.00 $39,473,700.00
</TABLE>
<PAGE> 20
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 100.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 21
DISCOVER CARD MASTER TRUST
Series 1995-1
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of April 19, 1995, for Series 1995-1,
and relating to the Pooling and Servicing Agreement dated as of April 1, 1995,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$33,204,861.17 $33,204,861.17 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$55.34143528 $55.34143528 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$1,797,732.54 $1,797,732.54 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
--------------------------------------------------
$56.92810222 $56.92810222 $0.00000000
</TABLE>
<PAGE> 22
Series 1995-1
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<TABLE>
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $107,714,309.20
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $889,398,383.74
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $5,666,247.49
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $46,758,587.42
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
<CAPTION>
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 23
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$11,000,000.00 $578,948.37
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $37,894,740.00
</TABLE>
<PAGE> 24
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 120.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 25
DISCOVER CARD MASTER TRUST
Series 1995-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of August 1, 1995, for Series
1995-2, and relating to the Pooling and Servicing Agreement dated as of August
1, 1995, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$32,750,000.04 $32,750,000.04 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$65.50000008 $65.50000008 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$1,776,330.00 $1,776,330.00 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$67.50000000 $67.50000000 $0.00000000
</TABLE>
<PAGE> 26
Series 1995-2
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<TABLE>
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $89,790,512.34
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $741,404,140.80
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $4,707,595.35
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $38,891,674.34
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
<CAPTION>
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 27
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$9,166,666.63 $482,460.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $15,789,480.00
</TABLE>
<PAGE> 28
<TABLE>
<C> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 60.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
</TABLE>
<PAGE> 29
DISCOVER CARD MASTER TRUST
Series 1995-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of September 28, 1995, for Series
1995-3, and relating to the Pooling and Servicing Agreement dated as of
September 1, 1995(the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
1. Class A Certificates
<TABLE>
<CAPTION>
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$27,344,050.97 $27,344,050.97 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$54.68810194 $54.68810194 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$1,468,646.02 $1,468,646.02 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$55.80810230 $55.80810230 $0.00000000
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
Series 1995-3
B. Information Regarding the Performance of the Trust
<S> <C>
1. Collections of Receivables
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $89,790,512.34
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $741,404,140.80
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $4,707,595.35
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $38,891,674.34
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
<CAPTION>
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 31
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$9,166,666.63 $482,460.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
-------------- --------------
$0.00 $31,578,960.00
</TABLE>
<PAGE> 32
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 120.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
</TABLE>
<PAGE> 33
DISCOVER CARD MASTER TRUST
Series 1996-1
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of January 18, 1996, for Series
1996-1, and relating to the Pooling and Servicing Agreement dated as of January
1, 1996, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$54,314,768.62 $54,314,768.62 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$54.31476862 $54.31476862 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$2,922,555.06 $2,922,555.06 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$55.52810192 $55.52810192 $0.00000000
</TABLE>
<PAGE> 34
Series 1996-1
B. Information Regarding the Performance of the Trust
<TABLE>
1. Collections of Receivables
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $179,543,334.65
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $1,482,492,912.21
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $9,391,890.68
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $77,529,246.49
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
<CAPTION>
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 35
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended
November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$18,333,333.37 $964,920.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
-------------- --------------
$0.00 $57,894,760.00
</TABLE>
<PAGE> 36
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- ---------------
0.00% 110.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
-------- -------
1.00000000 1.00000000
</TABLE>
<PAGE> 37
DISCOVER CARD MASTER TRUST
Series 1996-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of January 29, 1996, for Series
1996-2, and relating to the Pooling and Servicing Agreement dated as of January
1, 1996, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$49,303,291.75 $49,303,291.75 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$54.78143528 $54.78143528 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$2,656,837.32 $2,656,837.32 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$56.08810235 $56.08810235 $0.00000000
</TABLE>
<PAGE> 38
Series 1996-2
B. Information Regarding the Performance of the Trust
<TABLE>
1. Collections of Receivables
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $161,585,206.46
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $1,334,193,141.65
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $8,563,154.51
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $70,692,630.09
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
<CAPTION>
Class A Class B
------- -------
<S> <C> <C>
$0.00 $0.00
</TABLE>
<PAGE> 39
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$16,500,000.00 $868,431.63
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- ---------------
$0.00 $56,842,140.00
</TABLE>
<PAGE> 40
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- ---------------
0.00% 120.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
-------- -------
1.00000000 1.00000000
</TABLE>
<PAGE> 41
DISCOVER CARD MASTER TRUST
Series 1996-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of February 21, 1996, for Series
1996-3, and relating to the Pooling and Servicing Agreement dated as of February
1, 1996,(the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$36,300,000.00 $36,300,000.00 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$60.50000000 $60.50000000 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$1,973,687.52 $1,973,687.52 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$62.50000063 $62.50000063 $0.00000000
</TABLE>
<PAGE> 42
Series 1996-3
B. Information Regarding the Performance of the Trust
<TABLE>
1. Collections of Receivables
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $107,714,309.20
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $889,398,383.74
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $5,666,247.49
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $46,758,587.42
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
<CAPTION>
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 43
<TABLE>
<S> <C> <C>
(b) The amount of Class A and Class B Investor Losses set forth in
paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the current year pursuant
to the Agreement, if any, in respect of Class A and Class B Investor
Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A and Class B Investor
Losses in the Trust as of the end of the eleven months ended November
30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per $1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly Servicing Fee payable by
Trust to the Servicer for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$11,000,000.00 $578,948.37
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared and Class B
portion of the Credit Enhancement in accordance with the Pooling and
Servicing Agreement and its respective Series Supplement as of the
Distribution Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $18,947,370.00
</TABLE>
<PAGE> 44
<TABLE>
<S> <C> <C>
(b) The amount set forth in paragraph (a) above as a percentage of the
Series Invested amount and the Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 60.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
-------- --------
1.00000000 1.00000000
</TABLE>
<PAGE> 45
DISCOVER CARD MASTER TRUST
Series 1996-4
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of April 30, 1996, for Series 1996-4,
and relating to the Pooling and Servicing Agreement dated as of April 1, 1996,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
<TABLE>
<CAPTION>
1. Class A Certificates
(a) The amount of distribution to Class A Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
<S> <C> <C> <C>
$56,228,101.95 $56,228,101.95 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$56.22810195 $56.22810195 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class B Certificateholders on the related
Distribution Dates.
Total Interest Principal
--------------------------------------------------
$3,045,363.04 $3,045,363.04 $0.00
(b) The amount of the distribution set forth in paragraph (a) above, per
$1,000 interest.
Total Interest Principal
--------------------------------------------------
$57.86143487 $57.86143487 $0.00000000
</TABLE>
<PAGE> 46
Series 1996-4
B. Information Regarding the Performance of the Trust
<TABLE>
1. Collections of Receivables
<S> <C>
(a) The aggregate amount of Finance Charge Collections processed during the
related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections processed during the
related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $179,543,334.65
(d) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class A
Certificates. $1,482,492,912.21
(e) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $9,391,890.68
(f) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Class B
Certificates. $77,529,246.49
(g) The aggregate amount of Finance Charge Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections processed during the
related Due Periods which was allocated in respect of the Seller
Certificate. $5,740,160,564.16
<CAPTION>
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B Investor Losses, as defined
in the Agreement, during the related Due Periods.
Class A Class B
------- -------
<S> <C>
$0.00 $0.00
</TABLE>
<PAGE> 47
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$18,333,333.37 $964,920.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $63,157,920.00
<PAGE> 48
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 120.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 49
DISCOVER CARD MASTER TRUST
Series 1997-1
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of August 26, 1997, for Series
1997-1, and relating to the Pooling and Servicing Agreement dated as of August
1, 1997, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$40,176,076.48 $40,176,076.48 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$53.56810197 $53.56810197 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$2,180,863.57 $2,180,863.57 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$55.24810179 $55.24810179 $0.00000000
<PAGE> 50
Series 1997-1
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
--------------------------
<TABLE>
<CAPTION>
<S> <C>
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $ 3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 134,642,148.27
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 1,111,730,737.41
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 7,140,106.68
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 58,939,024.47
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 5,740,160,564.16
</TABLE>
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- --------
$0.00 $0.00
<PAGE> 51
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$13,750,000.00 $723,690.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $59,210,550.00
<PAGE> 52
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 150.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 53
DISCOVER CARD MASTER TRUST
Series 1997-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 15, 1997, for Series
1997-2, and relating to the Pooling and Servicing Agreement dated as of October
1, 1997, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$31,130,000.00 $31,130,000.00 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$62.26000000 $62.26000000 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$1,485,839.14 $1,485,839.14 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$56.46143563 $56.46143563 $0.00000000
<PAGE> 54
Series 1997-2
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
<TABLE>
<CAPTION>
<S> <C>
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $ 3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 89,790,512.34
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 741,404,140.80
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 4,707,595.35
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 38,891,674.34
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 5,740,160,564.16
</TABLE>
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 55
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$9,166,666.63 $482,460.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $21,052,640.00
<PAGE> 56
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 80.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 57
DISCOVER CARD MASTER TRUST
Series 1997-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 23, 1997, for Series
1997-3, and relating to the Pooling and Servicing Agreement dated as of October
1, 1997, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$35,061,932.94 $35,061,932.94 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$53.94143529 $53.94143529 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$1,902,864.94 $1,902,864.94 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$55.62143580 $55.62143580 $0.00000000
<PAGE> 58
Series 1997-3
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
<TABLE>
<CAPTION>
<S> <C>
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $ 3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 116,687,103.06
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $ 963,508,860.80
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 6,106,347.72
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $ 50,411,927.57
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $ 5,740,160,564.16
</TABLE>
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 59
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$11,916,666.63 $627,201.63
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $51,315,825.00
<PAGE> 60
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 150.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 61
DISCOVER CARD MASTER TRUST
Series 1997-4
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of October 31, 1997, for Series
1997-4, and relating to the Pooling and Servicing Agreement dated as of October
1, 1997, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
1. Class A Certificates
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
--------------------------------------------------
$40,036,076.47 $40,036,076.47 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
--------------------------------------------------
$53.38143529 $53.38143529 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
--------------------------------------------------
$2,173,495.09 $2,173,495.09 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
--------------------------------------------------
$55.06143512 $55.06143512 $0.00000000
<PAGE> 62
Series 1997-4
<TABLE>
<CAPTION>
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
<S> <C>
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $134,642,148.27
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $1,111,730,737.41
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $7,140,106.68
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $58,939,024.47
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
</TABLE>
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 63
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$13,750,000.00 $723,690.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $59,210,550.00
<PAGE> 64
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 150.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest as
of the Distribution Date prior to November 30, 1998, to the amount of the
Investor Interest as of the Closing Date. The amount of a Certificateholder's
pro-rata share of the Investor Interest can be determined by multiplying the
original denomination of the Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 65
DISCOVER CARD MASTER TRUST
Series 1998-1
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of January 14, 1998, for Series
1998-1, and relating to the Pooling and Servicing Agreement dated as of January
1, 1998, (the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain
information is required to be prepared with respect to such Distribution Dates
occurring during the transition period from January 1, 1998 through November 30,
1998. The information which is required to be prepared with respect to such
Distribution Dates related to the period mentioned above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1000 per Investor Certificate. Certain other information is
presented based upon the aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
1. Class A Certificates
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
--------------------------------------------------
$16,971,940.50 $16,971,940.50 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
--------------------------------------------------
$48.49125857 $48.49125857 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
--------------------------------------------------
$921,491.62 $921,491.62 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
--------------------------------------------------
$50.02125828 $50.02125828 $0.00000000
<PAGE> 66
Series 1998-1
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $57,441,566.99
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $470,506,434.89
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $3,036,524.27
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $24,879,566.19
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 67
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$5,833,333.30 $307,033.30
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $27,631,650.00
<PAGE> 68
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 149.99%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 69
DISCOVER CARD MASTER TRUST
Series 1998-2
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of March 4, 1998, for Series 1998-2,
and relating to the Pooling and Servicing Agreement dated as of March 1, 1998,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
1. Class A Certificates
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$15,386,111.13 $15,386,111.13 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$30.77222226 $30.77222226 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-------------------------------------------------------
$830,744.95 $830,744.95 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-------------------------------------------------------
$31.56805556 $31.56805556 $0.00000000
<PAGE> 70
Series 1998-2
B. Information Regarding the Performance of the Trust
1. Collections of Receivables
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $66,187,147.97
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $541,615,883.44
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $3,467,205.72
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $28,379,570.25
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 71
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$6,666,666.64 $350,880.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $21,052,640.00
<PAGE> 72
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 80.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor Interest
as of the Distribution Date prior to November 30, 1998, to the amount of
the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 73
DISCOVER CARD MASTER TRUST
Series 1998-3
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of March 25, 1998, for Series 1998-3,
and relating to the Pooling and Servicing Agreement dated as of March 1, 1998,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
-----------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
-----------------------------------------------------------
$28,222,101.05 $28,222,101.05 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-----------------------------------------------------------
$37.62946807 $37.62946807 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
-----------------------------------------------------------
$1,528,083.33 $1,528,083.33 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
-----------------------------------------------------------
$38.71113467 $38.71113467 $0.00000000
<PAGE> 74
Series 1998-3
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $99,206,006.76
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $811,762,868.20
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $5,263,062.17
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $43,060,412.33
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 75
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$10,000,000.00 $526,320.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $59,210,550.00
<PAGE> 76
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 150.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 77
DISCOVER CARD MASTER TRUST
Series 1998-4
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of April 9, 1998, for Series 1998-4,
and relating to the Pooling and Servicing Agreement dated as of April 1, 1998,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
-----------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
---------------------------------------------------------
$14,854,166.65 $14,854,166.65 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
---------------------------------------------------------
$29.70833330 $29.70833330 $0.00000000
2. Class B Certificates
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
---------------------------------------------------------
$802,199.40 $802,199.40 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
---------------------------------------------------------
$30.48333333 $30.48333333 $0.00000000
<PAGE> 78
Series 1998-4
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $57,997,501.94
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $472,246,989.76
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $3,048,050.61
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $24,829,193.80
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 79
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$5,833,333.31 $307,020.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $21,052,640.00
<PAGE> 80
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 80.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 81
DISCOVER CARD MASTER TRUST
Series 1998-6
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of July 30, 1998, for Series 1998-6,
and relating to the Pooling and Servicing Agreement dated as of July 1, 1998,
(the "Agreement") by and between Greenwood Trust Company (the "Servicer"), and
U.S. Bank National Association, as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to Investor
Certificateholders and the performance of the Trust during the previous month.
For purposes of filing Form 10-K, certain information is required to be prepared
with respect to such Distribution Dates occurring during the transition period
from January 1, 1998 through November 30, 1998. The information which is
required to be prepared with respect to such Distribution Dates related to the
period mentioned above is set forth below. Certain of the information is
presented on the basis of an original principal amount of $1000 per Investor
Certificate. Certain other information is presented based upon the aggregate
amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months
Ended November 30, 1998
-----------------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
----------------------------------------------------------
$0.00 $0.00 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
----------------------------------------------------------
$0.00000000 $0.00000000 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related Distribution
Dates.
Total Interest Principal
----------------------------------------------------------
$0.00 $0.00 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
----------------------------------------------------------
$0.00000000 $0.00000000 $0.00000000
<PAGE> 82
Series 1998-6
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $33,770,756.03
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $283,133,806.33
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $1,766,866.75
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $14,830,411.91
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
----------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 83
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c)above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$3,333,333.32 $175,440.00
4. Available Credit Enhancement Amount
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution Date
prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$0.00 $21,052,640.00
<PAGE> 84
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
0.00% 80.00%
5. The Pool Factor
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 1.00000000
<PAGE> 85
DISCOVER CARD MASTER TRUST
Series 1994-A
Credit Card Pass - Through Certificates
Distribution and Performance
Annual Aggregate Report - 1998
Pursuant to the Series Supplement dated as of December 20, 1994, for Series
1994-A, and relating to the Pooling and Servicing Agreement dated as of December
1, 1994,(the "Agreement") by and between Greenwood Trust Company (the
"Servicer"), and U.S. Bank National Association, as Trustee, the Servicer is
required to prepare certain information each month regarding current
distributions to Investor Certificateholders and the performance of the Trust
during the previous month. For purposes of filing Form 10-K, certain information
is required to be prepared with respect to such Distribution Dates occurring
during the transition period from January 1, 1998 through November 30, 1998. The
information which is required to be prepared with respect to such Distribution
Dates related to the period mentioned above is set forth below. Certain of the
information is presented on the basis of an original principal amount of $1000
per Investor Certificate. Certain other information is presented based upon the
aggregate amounts for the Trust as a whole.
A. Information Regarding the Aggregate Distributions for the Eleven Months Ended
November 30, 1998
-----------------
1. Class A Certificates
--------------------
(a) The amount of distribution to Class A
Certificateholders on the related Distribution
Dates.
Total Interest Principal
------------------------------------------------------------
$136,514,724.48 $136,514,724.48 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
------------------------------------------------------------
$53.53518606 $53.53518606 $0.00000000
2. Class B Certificates
--------------------
(a) The amount of distribution to Class
B Certificateholders on the related
Distribution Dates.
Total Interest Principal
------------------------------------------------------------
$0.00 $0.00 $0.00
(b) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest.
Total Interest Principal
------------------------------------------------------------
$0.00000000 $0.00000000 $0.00000000
<PAGE> 86
Series 1994-A
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections of Receivables
--------------------------
(a) The aggregate amount of Finance Charge Collections
processed during the related Due Periods. $3,783,921,156.93
(b) The aggregate amount of Principal Collections
processed during the related Due Periods. $31,239,912,583.66
(c) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $457,959,854.86
(d) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class A Certificates. $3,781,366,991.47
(e) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $0.00
(f) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Class B Certificates. $0.00
(g) The aggregate amount of Finance Charge Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $694,278,397.74
(h) The aggregate amount of Principal Collections
processed during the related Due Periods which was
allocated in respect of the Seller Certificate. $5,740,160,564.16
2. Investor Losses: Reimbursement of Charge-Offs
---------------------------------------------
(a) The aggregate amount of Class A and Class B
Investor Losses, as defined in the Agreement,
during the related Due Periods.
Class A Class B
------- -------
$0.00 $0.00
<PAGE> 87
(b) The amount of Class A and Class B Investor Losses
set forth in paragraph (a) above, per $1,000 interest
Class A Class B
------- -------
0.00000000 0.00000000
(c) The total amount reimbursed to the Trust in the
current year pursuant to the Agreement, if any,
in respect of Class A and Class B Investor Losses
Class A Class B
------- -------
$0.00 $0.00
(d) The amount set forth in paragraph (c) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
(e) The aggregate amount of unreimbursed Class A
and Class B Investor Losses in the Trust as of the
end of the eleven months ended November 30, 1998.
Class A Class B
------- -------
$0.00 $0.00
(f) The amount set forth in paragraph (e) above, per
$1,000 interest.
Class A Class B
------- -------
0.00000000 0.00000000
3. Investor Servicing Fee
----------------------
(a) The amount of Class A and Class B Monthly
Servicing Fee payable by Trust to the Servicer
for the eleven months ended November 30, 1998.
Class A Class B
------- -------
$46,750,000.00 $0.00
4. Available Credit Enhancement Amount
-----------------------------------
(a) The Amount available to be drawn from both the shared
and Class B portion of the Credit Enhancement in
accordance with the Pooling and Servicing Agreement and
its respective Series Supplement as of the Distribution
Date prior to November 30, 1998.
Shared Amount Class B Amount
------------- --------------
$204,000,000.00 $0.00
<PAGE> 88
(b) The amount set forth in paragraph (a) above as a
percentage of the Series Invested amount and the
Class B Interest.
Shared Amount Class B Amount
------------- --------------
8.00% 0.00%
5. The Pool Factor
---------------
The Pool Factor represents the ratio of the amount of the Investor
Interest as of the Distribution Date prior to November 30, 1998, to the
amount of the Investor Interest as of the Closing Date. The amount of a
Certificateholder's pro-rata share of the Investor Interest can be
determined by multiplying the original denomination of the
Certificateholder's Certificate by the Pool Factor.
(a) Class A and Class B Certificates.
Class A Class B
------- -------
1.00000000 0.00000000
<PAGE> 1
EXHIBIT 99(B)
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Greenwood Trust Company and
U.S. Bank National Association:
We have examined management's assertion, dated January 21, 1999, that, as of
November 30, 1998, Greenwood Trust Company ("GTC") maintained effective internal
control over financial reporting, insofar as such internal control relates to
the servicing procedures provided by GTC to prevent or detect misstatements due
to error or fraud in amounts that would be material in relation to the assets of
the Discover Card Master Trust I, Series: 1993-1, 1993-2, 1993-3, 1994-2,
1994-3, 1994-A, 1995-1, 1995-2, 1995-3, 1996-1, 1996-2, 1996-3, 1996-4, 1996-5,
1997-1, 1997-2, 1997-3, 1997-4, 1998-1, 1998-2, 1998-3, 1998-4, 1998-5, 1998-6,
and 1998-7 (the "Trust") under Sections 3.03, 4.03, 4.04, 4.05, and 8.07 of the
Pooling and Servicing Agreement, dated October 1, 1993, as amended; and Sections
9, 13 and 14 of the Series Supplements, dated October 27, December 1, and
November 23, 1993; August 24, October 14, as amended, October 20, and December
20, 1994; and April 19, August 1, and September 28, 1995; as amended, January
18, January 29, February 21, April 30 and July 24, 1996; and August 26, October
15, October 23, and October 31, 1997; January 14, March 4, March 25, April 9,
June 12, July 30 and November 12, 1998, respectively (the "Agreement").
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of internal control over financial reporting,
testing, and evaluating the design and operating effectiveness of internal
control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control over financial reporting to future periods are
subject to the risk that the internal control may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management's assertion that, as of November 30, 1998, GTC
maintained effective internal control over financial reporting, insofar as such
internal control relates to the servicing procedures provided by GTC, to prevent
or detect misstatements due to error or fraud in amounts that would be material
in relation to the assets of the Trust under the Agreement, taken as a whole, is
fairly stated, in all material respects, based on the criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
<PAGE> 2
This report is intended solely for the information and use of the Board of
Directors and management of GTC, U.S. Bank National Association as Trustee, and
the Investor Certificateholders, and is not intended to be and should not be
used by anyone other than these specified parties.
/s/ Deloitte & Touche, LLP
-----------------------------
January 22, 1999
<PAGE> 1
Exhibit 99(C)
January 21, 1999
MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES
The management of Greenwood Trust Company (the "Company") is responsible for
establishing and maintaining effective internal control over financial
reporting of the Company in effect at November 30, 1998, insofar as it relates
to the servicing procedures provided by the Company under the relevant
sections of the Pooling and Servicing Agreement, dated as of October 1, 1993,
between the Company and U.S. Bank National Association, for the Discover Card
Master Trust I, as amended and as supplemented by the Series Supplements for
each series currently outstanding, (collectively, the "Pooling and Servicing
Agreement"). The internal control contains monitoring mechanisms, and actions
are taken to correct deficiencies identified.
There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding of
controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to financial reporting. Further, because of
changes in conditions, the effectiveness of internal control may vary over
time.
Management has assessed the Company's internal control over financial reporting
insofar as it relates to the servicing procedures provided by the Company under
the relevant sections of the Pooling and Servicing Agreement as of November 30,
1998. This assessment was based on criteria for effective internal control
over financial reporting described in "Internal Control-Integrated Framework"
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management's assessment, the Company maintained effective internal
control over financial reporting insofar as it relates to the servicing
procedures provided by the Company under the relevant sections of the Pooling
and Servicing Agreement as of November 30, 1998.
Signed,
/s/ J. Nathan Hill
- ----------------------------------------------------
J. Nathan Hill
President
/s/ John J. Coane
- ----------------------------------------------------
John J. Coane
Vice President, Chief Accounting Officer & Treasurer
