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, 2012
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-28338-03
Central Index Key Number of registrant: 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 Route 273 Newark, Delaware | | 19711 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (302) 634-1000
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 Section 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 past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ [Rule 405 of Regulation S-T is not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| 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 Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The registrant had no voting or non-voting common equity outstanding as of the last day of the registrant’s most recently completed second fiscal quarter or 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 Mellon (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 Trust issued Asset Backed Securities Series 2003-4 (the “Certificates”). The Series 2003-4 Certificate is held by a separate owner trust.
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, 2012. 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 | | $ | 6,500,484.42 | | | | .52% | |
60 to 89 Days | | $ | 5,750,115.68 | | | | .46% | |
90 to 119 Days | | $ | 4,766,968.76 | | | | .38% | |
120 to 149 Days | | $ | 3,554,637.84 | | | | .28% | |
150 to 179 Days | | $ | 3,360,799.48 | | | | .27% | |
180 or More Days | | $ | 6,758.67 | | | | .00% | |
| | | | | | | | |
Total | | $ | 23,939,764.85 | | | | 1.91% | |
| | | | | | | | |
The aggregate Investor Default Amount for the year ended December 31, 2012 was $33,024,319.92. 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, 2012 was $4,370,059.37. The aggregate amount of principal distributions made to the Securityholders for the year ended December 31, 2012 was $0.
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not Applicable.
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
| | | | |
Series | | No. of Holders | |
2003-4 | | | 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 |
The Bank of New York Mellon, as Trustee, was a party participating in the servicing function during the reporting period with respect to the pool assets held by the Trust. The Bank of New York Mellon, BNY Mellon Trust of Delaware, and The Bank of New York Mellon Trust Company, N.A. (collectively “BNY”) have completed a report on an assessment of compliance with applicable servicing criteria (the “Report on Assessment”) during the Trust’s fiscal year ending December 31, 2012, which is attached as Exhibit 33.2 to this Form 10-K.
In Schedule A of the Report on Assessment, BNY identifies two material instances of noncompliance with the servicing requirements of Item 1122 of Regulation AB. In the annual certification provided to Chase USA by BNY, as the Trustee, BNY states that the instances of noncompliance noted in its Report on Assessment “relate to a securitization of manufactured housing receivables and do not relate to” the Trust.
The material instances of noncompliance disclosed by BNY did not occur with respect to any securities or transactions of the Trust, and the reported instances of noncompliance were isolated to other products issued by other entities serviced on BNY’s servicing platform. Thus, the instances of BNY’s noncompliance specified in Schedule A of Exhibit 33.2 are not applicable to the credit card receivable-backed securities issued by the Trust.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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, 2012, 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 2003-4 | | | Chase Credit Card Owner Trust 2003-4 | | | $ | 725,000,000 | | | | 100 | % |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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:
(3) Exhibits:
| | |
| 31.1 | | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification). |
| |
| 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 Mellon. |
| |
| 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 Mellon. |
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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.
(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 29, 2013.
| | |
| CHASE BANK USA, NATIONAL ASSOCIATION |
| as depositor into the Chase Credit Card Master Trust |
| |
| By: | | /s/ David A. Penkrot |
| | Name: David A. Penkrot |
| | Title: Senior Vice 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 | | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification). |
| |
| 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 Mellon. |
| |
| 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 Mellon. |
| |
| 35.1 | | Servicer Compliance Statement of Chase Bank USA, National Association as servicer for the Chase Credit Card Master Trust. |
