UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2007
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-28338-03, 333-103210
Central Index Key Number of registrant: 0000819975, 0000869090
CHASE BANK USA, NATIONAL ASSOCIATION
(Depositor into the Issuing Entity described herein)
Central Index Key Number of issuing entity: 0001004988
CHASE CREDIT CARD MASTER TRUST
(Issuing Entity of the Asset Backed Certificates)
(Exact name of registrant as specified in its charter)
| | |
| United States of America | | 22-2382028 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| |
c/o Chase Bank USA, National Association White Clay Center Building 200 Newark, Delaware | | 19711 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (302) 575-5000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days: Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. NOT APPLICABLE.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| | |
| Large accelerated filer ¨ | | Accelerated filer ¨ |
Non-accelerated filer x (Do not check if a smaller reporting company) | | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrants. The aggregate value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing.
The registrant has no voting or non-voting common equity outstanding as of the date of this report.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Introductory Note
The Fifth Amended and Restated Pooling and Servicing Agreement (the “Agreement”) of the Chase Credit Card Master Trust (the “Trust”), was executed as of December 19, 2007, by and between Chase Bank USA, National Association (the “Bank”) and The Bank of New York (the “Trustee”). The Bank is the sole beneficiary of the Trust.
The Trust files reports pursuant to Sections 13, 15(d) and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the manner described in letters dated January 16, 1991 and March 14, 1991, submitted to the Office of the Chief Counsel on behalf of the originators of the Trust. Accordingly, responses to certain Items have been omitted from or modified in this Annual Report on Form 10-K.
The Chase Credit Card Master Trust is the Issuing Entity of Asset Backed Securities, Series 1998-4, Series 2002-1, Series 2002-3, Series 2002-5, Series 2002-7, Series 2003-2, Series 2003-3, Series 2003-4, Series 2003-5, Series 2003-6, Series 2004-1, and Series 2004-2.
Each of the Series 2002-1, Series 2002-3, Series 2002-5, Series 2002-7, Series 2003-2, Series 2003-3, Series 2003-4, Series 2003-5, Series 2003-6, Series 2004-1 and Series 2004-2 Certificates (the “Owner Trust Series”) are held by separate owner trusts. In addition, the Trust has issued an Investor Certificate pursuant to the Agreement and the Series 2004-CC Supplement thereto, dated October 20, 2004.
As of December 31, 2007, the Series 2002-1, Series 2002-5, Series 2002-7, Series 2004-1 and Series 2004-2 Certificates were no longer outstanding.
PART I
JPMorgan Chase & Co., the parent corporation of the Bank, has an Internet website at www.jpmorganchase.com which includes certain reports of the Trust. Electronic copies of the Trust’s annual report on Form 10-K and current reports on Form 8-K are available free of charge by visiting the Securities Exchange Commission (the “SEC”) website at www.sec.gov. The Trust’s SEC filings are also accessible via a link to the SEC website provided at www.jpmorganchase.com.
Not Applicable.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
Pursuant to the Agreement JPMorgan Chase Bank, National Association and the Bank have transferred to the Trust from time to time the receivables (the “Receivables”) arising in certain designated credit card accounts.
The following table summarizes the Composition by Period of Delinquency for the Trust Portfolio as of the close of business on December 31, 2007. Because the future composition of the Trust Portfolio may change over time, this table is not necessarily indicative of the composition of the Trust Portfolio at any subsequent time.
Composition by Period of Delinquency
Trust Portfolio
| | | | | | |
Period of Delinquency (Days Contractually Delinquent) | | Amount of
Receivables | | Percentage
of Total
Receivables | |
30 to 59 Days | | $ | 168,536,644.32 | | 0.99 | % |
60 to 89 Days | | $ | 130,413,662.11 | | 0.77 | % |
90 to 119 Days | | $ | 104,311,284.23 | | 0.62 | % |
120 to 149 Days | | $ | 87,204,413.07 | | 0.51 | % |
150 to 179 Days | | $ | 79,389,515.31 | | 0.47 | % |
180 or More Days | | $ | 70,724.88 | | 0.00 | % |
| | | | | | |
Total | | $ | 569,926,243.92 | | 3.36 | % |
| | | | | | |
The aggregate Investor Default Amount for the year ended December 31, 2007 was $666,627,089.58. There were no Investor Charge-offs for the same period.
The aggregate amount of interest distributions made to the Securityholders for the year ended December 31, 2007 was $577,389,604.75. The aggregate amount of principal distributions made to the Securityholders for the year ended December 31, 2007 was $4,740,000,000.
None.
| 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 AND ISSUER PURCHASES OF EQUITY SECURITIES |
To the knowledge of the registrant, the Certificates (other than the Owner Trust Series) are traded in the over-the-counter market to a limited extent.
As of December 31, 2007, all of the Certificates (other than the Owner Trust Series) were registered in the name of CEDE and Co. The registrant understands that CEDE and Co. is the nominee for the Depository Trust Company (“DTC”). The registrant further understands that DTC has no knowledge of the actual beneficial owners of such Certificates held of record by CEDE & Co., and that DTC knows only the identity of the participants to whose accounts such Certificates are credited, who may or may not be the beneficial owners of such Certificates. The Commission has concurred with the registrant’s position that the registrant may consider holders of interests in the DTC System or DTC participants to be “holders of record” and the following information is presented on that basis:
| | |
Series | | No. of Holders |
2002-3 | | 1 |
2003-2 | | 1 |
2003-3 | | 1 |
2003-4 | | 1 |
2003-5 | | 1 |
2003-6 | | 1 |
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
Not applicable.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Not applicable.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
None.
| ITEM 9B. | OTHER INFORMATION |
As set forth in Exhibit 33.2 to this Form 10-K, The Bank of New York, as Trustee, reported a material instance of non-compliance with respect to 1122 (d) (2)(i) of Regulation AB that is not applicable to the Chase Credit Card Master Trust.
The Report on Assessment provided by The Bank of New York, The Bank of New York Trust Company, N.A., and BNYM (Delaware) (collectively “BNY”) was prepared on a platform basis. BNY defines such platform as publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities, issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which BNY provides trustee, securities administration or paying agent services, other than residential mortgage-backed securities and other mortgage-related asset backed securities. With respect to collections received on assets relating to certain series of securities, such collections were not deposited into a segregated account for each specific series but rather were deposited into a general account held by BNY to the related series of securities and timely remitted to the investors in such series. The segregated account for each specified series was in existence prior to the time deposits were to be made into such account but such account was not utilized in all instances by BNY. BNY has stated that procedures have been put in place and are currently being reinforced so that collections are deposited into the segregated account for each specified series within applicable time frames and then remitted to the investors in such series all in accordance with the related transaction documents. The Bank of New York has notified the depositor that this material instance of non-compliance is not relevent to the Trust’s transactions.
PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Not applicable.
| ITEM 11. | EXECUTIVE COMPENSATION |
Not applicable.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The records of DTC indicate that as of December 31, 2007, there were the following holders of record with more than 5% of each class of Certificates:
| | | | | | | | |
Series/Class | | Name & Address of Participant | | Original Certificate
Principal Balance | | % of Class | |
Series 2002-3 | | Chase Credit Card Owner Trust 2002-3 | | $ | 1,500,000,000 | | 100 | % |
Series 2003-2 | | Chase Credit Card Owner Trust 2003-2 | | $ | 1,340,000,000 | | 100 | % |
Series 2003-3 | | Chase Credit Card Owner Trust 2003-3 | | $ | 1,425,000,000 | | 100 | % |
Series 2003-4 | | Chase Credit Card Owner Trust 2003-4 | | $ | 725,000,000 | | 100 | % |
Series 2003-5 | | Chase Credit Card Owner Trust 2003-5 | | $ | 1,000,000,000 | | 100 | % |
Series 2003-6 | | Chase Credit Card Owner Trust 2003-6 | | $ | 2,000,000,000 | | 100 | % |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
None.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Not applicable.
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
| (a) | The following documents are filed as part of the report: |
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| 31.1 | | Senior Officer for Securitizations Servicing Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports. |
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| 33.1 | | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Chase Bank USA, National Association. |
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| 33.2 | | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of The Bank of New York. |
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| 34.1 | | Independent Accountants’ Attestation Report concerning servicing activities of Chase Bank USA, National Association. |
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| 34.2 | | Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York. |
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| 35.1 | | Servicer Compliance Statement of Chase Bank USA, National Association as servicer for the Chase Credit Card Master Trust. |
| (b) | See item 15(a)(3) above. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 28, 2008.
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CHASE BANK USA, NATIONAL ASSOCIATION as depositor into the Chase Credit Card Master Trust |
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| By: | | /s/ Keith W. Schuck |
| Name: | | Keith W. Schuck |
| Title: | | President |
| | (senior officer in charge of securitization of the Depositor) |
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report.
INDEX TO EXHIBITS
| | |
Exhibit
Number | | Description |
| 31.1 | | Senior Officer for Securitizations Servicing Certification Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 Relating to Reports. |
| |
| 33.1 | | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Chase Bank USA, National Association. |
| |
| 33.2 | | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of The Bank of New York. |
| |
| 34.1 | | Independent Accountants’ Attestation Report concerning servicing activities of Chase Bank USA, National Association. |
| |
| 34.2 | | Independent Accountants’ Attestation Report concerning servicing activities of The Bank of New York. |
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| 35.1 | | Servicer Compliance Statement of Chase Bank USA, National Association as servicer for the Chase Credit Card Master Trust. |
