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 033-506000-01, 333-59932
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: 0000890493
FIRST USA 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:
Series 1998-6, Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
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
Chase Bank USA, National Association (the “Bank”) is the transferor and servicer (in such capacities, the “Transferor” and the “Servicer”) under the Third Amended and Restated Pooling and Servicing Agreement (the “Agreement”), dated as of December 19, 2007, and the following series supplements (the “Supplements”):
Supplement | Dated as of | |
1998-6 | August 27, 1998 |
The Agreement and Supplements are by and between the Bank, as Transferor and Servicer, and BNYM (Delaware) (formerly known as The Bank of New York (Delaware)), as trustee (the “Trustee”), providing for the issuance of First USA Credit Card Master Trust Asset Backed Certificates (the “Certificates”). The Bank is the originator and sole beneficiary of the First USA Credit Card Master Trust (the “Trust” or the “Registrant”).
The Certificates do not represent obligations of or interests in the Bank.
Lomas Bank USA, the predecessor of the Bank, applied for exemptions from certain reporting requirements pursuant to Section 12(h) of the Securities and Exchange Act of 1934. The Securities and Exchange Commission granted Lomas Bank USA an exemption from certain reporting requirements pursuant to an Order of the Securities and Exchange Commission dated March 28, 1989. The Bank is relying on such order in not responding to various items of Form 10-K. Such items are designated herein as “Not Applicable.”
The Bank is a direct, wholly owned third-tier subsidiary of JPMorgan Chase & Co.
In addition to the issuance of the Certificates described above, the Trust has issued the following interests:
| • | Class A Floating Rate Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates issued pursuant to the Agreement and the Series 1998-2 Supplement dated as of May 21, 1998. |
| • | Investor Certificate issued pursuant to the Agreement and the Series 2002-CC Supplement dated as of May 1, 2002. |
| • | Excess Collateral, which represents credit enhancement to certain series, was issued pursuant to the Agreement and the related series Supplements. |
The Trust has made the following final payments with respect to the following Series:
| • | The final payment with respect to Series 1997-4 Asset Backed Certificates was made on June 18, 2007. |
| • | The final payment with respect to Series 1997-8 Asset Backed Certificates was made on September 17, 2007. |
Therefore, information with respect to the Series 1997-4 Asset Backed Certificates and Series 1997-8 Asset Backed Certificates is not included in this report.
PART I
| ITEM 1. | BUSINESS |
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 and 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.
| ITEM 1A. | RISK FACTORS |
Not Applicable.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
The property of the Trust includes and will include receivables (the “Receivables”) arising under certain VISA® and MasterCard®* revolving credit card accounts (the “Accounts”) selected by the Bank, as Transferor, from a portfolio of VISA and MasterCard credit card accounts owned by the Bank, all monies due or to become due in payment of the Receivables, all proceeds of the Receivables and all monies on deposit in certain bank accounts of the Trust (other than certain investment earnings on such amounts), all amounts received by the Transferor or the Servicer with respect to Receivables in accounts which are written off as uncollectible (“Recoveries”) and any Enhancement issued with respect to any undivided ownership interest in the assets of the Trust issued from time to time in one or more Series (“Series”) or any class of such Series (a “Class”). The term “Enhancement” means, with respect to any Series or Class, any letter of credit, cash collateral account or guaranty, collateral invested amount, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap or other contract or agreement for the benefit of certificateholders of such Series or Class. Enhancement may also take the form of subordination of one or more classes of a Series to any other Class or Classes of a Series or a cross-support feature which requires collections on receivables of one Series to be paid as principal and/or interest with respect to another Series.
The Transferor originally conveyed to the Trust all Receivables existing under certain Accounts that were selected by the Transferor from the portfolio of VISA and MasterCard credit card accounts owned by the Transferor (the “Bank Portfolio”), based on criteria provided in the Agreement as applied on August 21, 1992 (the “Cut Off Date”). Since the Cut Off Date, the Transferor has transferred to the Trust the Receivables in certain additional Accounts (“Additional Accounts”) in accordance with the provisions of the Agreement. The Transferor expects from time to time (subject to certain limitations and conditions), and in certain circumstances will be obligated, to designate Additional Accounts the Receivables in which will be included in the Trust. The Transferor will transfer to the Trust all Receivables in such Additional Accounts, whether such Receivables are then existing or thereafter created. The addition to the Trust of Receivables in Additional Accounts will be subject to certain conditions including, among others, that (a) each such Additional Account must be an eligible account at the time of its designation for inclusion in the Trust and (b) no selection procedure believed by the Transferor to be materially adverse to the interests of the holders of any Series of certificates will have been used in selecting such Additional Accounts.
* | VISA® and MasterCard® and are registered trademarks of Visa USA Incorporated and MasterCard International Incorporated, respectively. |
The Receivables conveyed to the Trust have arisen and will arise in Accounts selected from the Bank Portfolio on the basis of criteria set forth in the Agreement (the “Trust Portfolio”). The Receivables in the Trust Portfolio, as of the close of business on December 31, 2007, were $37,496,348,361.39. As of December 31, 2007, Cardholders Accounts included in the Trust Portfolio, had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
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 | $ | 352,389,895.86 | 0.94 | % | ||
60 to 89 Days | $ | 268,801,893.98 | 0.72 | % | ||
90 to 119 Days | $ | 218,886,301.69 | 0.59 | % | ||
120 to 149 Days | $ | 177,008,565.13 | 0.47 | % | ||
150 to 179 Days | $ | 165,997,195.59 | 0.44 | % | ||
180 or More Days | $ | 217,744.02 | 0.00 | % | ||
Total | $ | 1,183,301,596.27 | 3.16 | % | ||
The aggregate amount of Principal Receivables written off during the twelve-month reporting period was $1,419,059,068.71. The investor percentage of Principal Receivables written off (the “Investor Default Amount”) during the reporting period was $1,230,551,728.81. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 3.78%.
| ITEM 3. | LEGAL PROCEEDINGS |
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 |
As of December 31, 2007, the number of holders of record identified by the Depository Trust Company for the respective Series is as follows:
Investor Certificate Description | Record Holders | |
Series 1998-6 Class A | 17 | |
Series 1998-6 Class B | 5 |
There is no established public market in which the Certificates are traded.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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, BNYM (Delaware), as Trustee, reported a material instance of non-compliance with respect to 1122 (d) (2)(i) of Regulation AB.
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 specified 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 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 Trust has been notified by BNY that the testing of Item1122(d)(2)(i) by KPMG LLP was performed on a statistical sample of platform transactions, which sample did not include the Trust’s transaction.
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 |
(a) The following sets forth certain information believed by the Registrant to be accurate based on information provided to it concerning the beneficial ownership of investor certificates.
Beneficial owners of more than 5% of theSeries 1998-6 Class A and Class B investor certificates as of December 31, 2007, are as follows:
| ORIGINAL BALANCE | % CLASS | |||||
CLASS A | ||||||
00000997 State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 | $ | 307,700,000.00 | 38.46 | % | ||
00000126 Dresdner Issuer Services C/O ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 | $ | 125,000,000.00 | 15.63 | % | ||
00002803 U.S. Bank N.A. Attn: Securities Control 1555 N. Rivercenter Drive Ste 0300 Milwaukee, WI 53212 | $ | 100,000,000.00 | 12.50 | % | ||
00000901 The Bank of New York One Wall Street, 6th Floor New York, NY 10286 | $ | 80,300,000.00 | 10.04 | % | ||
00002669 Northern Trust Company 801 South Canal C-IN Chicago, IL 60607 | $ | 43,600,000.00 | 5.45 | % | ||
| CLASS B | ||||||
00000954 Mellon Trust of New England, NA 525 William Penn Place, Suite 3418 Pittsburgh, PA 15259 | $ | 30,000,000.00 | 41.50 | % | ||
00000902 JPMorgan Chase Bank, National Association Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway 12th Floor Dallas, TX 75254 | $ | 27,689,000.00 | 38.30 | % | ||
00000908 Citibank, N.A. 3800 Citibank Center B3-15 Tampa, FL 33610 | $ | 9,325,000.00 | 12.90 | % | ||
00000901 The Bank of New York One Wall Street, 6th Floor New York, NY 10286 | $ | 5,200,000.00 | 7.19 | % | ||
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Not applicable. |
| 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: |
| (6) | Exhibits: |
| 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 BNYM (Delaware) (formerly known as The Bank of New York (Delaware)). |
| 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 BNYM (Delaware) (formerly known as The Bank of New York (Delaware)). |
| 35.1 | Servicer Compliance Statement of Chase Bank USA, National Association as servicer for the First USA Credit Card Master Trust. |
| (b) | See item 15(a)(3) above. |
| (c) | Not applicable. |
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.
| CHASE BANK USA, NATIONAL ASSOCIATION | ||
| as Depositor into the First USA Credit Card Master Trust | ||
| By: | /s/ Keith W. Schuck | |
| Name: | Keith W. Schuck | |
| Title: | President | |
| (senior officer in charge of securitization of the Depositor) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 28, 2008.
Signature | Title | Date | ||||
/s/ Gordon A. Smith | ||||||
| Gordon A. Smith | Chairman and Director | March 28, 2008 | ||||
/s/ Keith W. Schuck | ||||||
| Keith W. Schuck | President and Director | March 28, 2008 | ||||
/s/ Raymond L. Fischer | ||||||
| Raymond L. Fischer | Chief Financial Officer and Director | March 28, 2008 | ||||
| ||||||
| Mark D. Hartzell | Director | March 28, 2008 | ||||
| ||||||
| Brad L. Conner | Director | March 28, 2008 | ||||
/s/ James K. Paterson | ||||||
| James K. Paterson | Director | March 28, 2008 | ||||
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 Noteholders during the period covered by this Annual Report on Form 10-K and the registrant does not intend to furnish such materials to Noteholders 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 BNYM (Delaware) (formerly known as The Bank of New York (Delaware)). | |
| 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 BNYM (Delaware) (formerly known as The Bank of New York (Delaware)). | |
| 35.1 | Servicer Compliance Statement of Chase Bank USA, National Association as servicer for the First USA Credit Card Master Trust. | |