EXHIBIT 99.00
[Letterhead of KPMG appears here]
Independent Accountants' Report
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First USA Bank, National Association
The Bank of New York
We have examined the accompanying management's assertion that First USA Bank,
National Association (the "Servicer") maintained effective internal control over
the servicing of consumer credit card receivables in the First USA Credit Card
Master Trust (the "Trust") in accordance with the Pooling and Servicing
Agreement dated September 1, 1992, (the "Agreement"), by and between the
Servicer and The Bank of New York (Delaware) as Trustee (the "Trustee"), based
upon criteria established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as described in Internal Control - Integrated
Framework (the "Criteria") during the period January 1, 2001 through December
31, 2001. Such criteria for testing management's assertion included controls
related to the following:
. review and approval of the Agreement and related amendments in
accordance with the Agreement.
. segregation of Trust loans to indicate appropriate ownership.
. timely compliance with the Agreement when either specifics with
respect to a transaction or other issues or concerns are identified.
. review and approval of new additions to the Trust in accordance with
the Agreement.
. changes with respect to the status of an account are made by
authorized personnel in accordance with the Agreement.
. distribution of payments to investors in accordance with the
Agreement.
. monitoring of triggers and events of default in accordance with the
Agreement.
. the accuracy and completeness of the Monthly Servicer's Certificates
in accordance with the Agreement.
. daily account activity is reflected in the Trust in accordance with
the Agreement.
. review and approval of the Monthly Servicer's Certificates in
accordance with the Agreement.
Management is responsible for the assertion. Our responsibility is to express an
opinion on management's assertion based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence supporting
management's assertion and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion.
In our opinion, management's assertion referred to above is fairly stated, in
all material respects, based on the Criteria.
/s/ KPMG LLP
February 15, 2002
ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION
The management of First USA Bank, National Association (the "Servicer") is
responsible for maintaining effective internal control over the loan servicing
for consumer credit card receivables in the First USA Credit Card Master Trust
in accordance with the Pooling and Servicing Agreement dated September 1, 1992,
by and between the Servicer and The Bank of New York (Delaware) as Trustee,
including ensuring adequate controls are in place to ensure:
. review and approval of the Agreement and related amendments in accordance
with the Agreement.
. segregation of Trust loans such to indicate appropriate ownership.
. timely compliance with the Agreement when either specifics with respect to
a transaction or other issues or concerns are identified.
. review and approval of new additions to the Trust in accordance with the
Agreement.
. changes with respect to the status of an account are made by authorized
personnel in accordance with the Agreement.
. distribution of payments to investors in accordance with the Agreement.
. monitoring of triggers and events of default in accordance with the
Agreement.
. the Monthly Servicer's Certificates contain accurate and complete
information in accordance with the Agreement.
. daily account activity is reflected in the Trust in accordance with the
Agreement.
. review and approval of the Monthly Servicer's Certificates in accordance
with the Agreement.
Management has performed an evaluation of the control environment and based on
this evaluation, management believes that the Servicer maintained effective
internal control over the loan servicing for consumer credit card receivables in
the First USA Credit Card Master Trust during the period January 1, 2001 through
December 31, 2001, based upon criteria established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as described in
Internal Control - Integrated Framework.
/s/ Michael Looney /s/ Tracie H. Klein
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Michael Looney Tracie H. Klein
Executive Vice President - Operations First Vice President
/s/ Jeffrey Rigg
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Jeffrey Rigg
Senior Vice President - Accounting
[Letterhead of KPMG appears here]
Independent Accountants' Report
-------------------------------
First USA Bank, National Association
The Bank of New York
We have examined the accompanying management's assertion, that First USA Bank,
National Association (the "Servicer"), complied with the requirements of
Sections 2.06, 2.07, 2.08, 3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b),
4.02(a), (b) and (c), and 4.03 of the Pooling and Servicing Agreement dated as
of September 1, 1992, as amended (the "Agreement"), for the respective Agreement
Supplements, noted in Attachment A (the "Supplements"), related to each Credit
Card Master Trust Series listed, as amended from time to time (together, the
"Agreements") between the Servicer and The Bank of New York (Delaware) as
Trustee (the "Trustee") of the First USA Credit Card Master Trust, during the
twelve months ended December 31, 2001. Management is responsible for the
Servicer's compliance with those requirements. Our responsibility is to express
an opinion on management's assertion about the Servicer's compliance based on
our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Servicer's
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Servicer's compliance with specified requirements.
In performing this examination, we have assumed the accuracy of the reports
prepared by the Servicer's third party credit card processor and did not extend
our assessment to the relevant aspects of the Servicer's compliance that are the
responsibility of the third party credit card processor. Accordingly, and in
accordance with Section 3.06(a) of the Agreement, our assessment does not extend
to these aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor, and we do not express any form of assurance
on those compliance aspects.
In our opinion, management's assertion that the Servicer complied with the
aforementioned requirements during the twelve months ended December 31, 2001 is
fairly stated, in all material respects.
/s/ KPMG LLP
February 15, 2002
Attachment A
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First USA Credit Card Master Trust Series Date Compliance Period
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First USA Credit Card Master Trust Series 1994-4 06/01/94 01/01/01 to 11/15/01
First USA Credit Card Master Trust Series 1994-6 07/30/94 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1994-8 11/08/94 01/01/01 to 11/15/01
First USA Credit Card Master Trust Series 1995-2 03/01/95 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1996-1 03/06/96 01/01/01 to 03/15/01
First USA Credit Card Master Trust Series 1996-2 06/04/96 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1996-4 08/06/96 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1996-6 11/13/96 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1996-8 12/11/96 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-1 02/04/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-2 05/08/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-3 06/10/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-4 06/10/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-5 08/07/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-6 09/09/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-7 09/09/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-8 09/23/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-9 10/09/97 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1997-10 12/23/97 01/01/01 to 01/17/01
First USA Credit Card Master Trust Series 1998-1 05/21/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-2 05/21/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-3 06/25/98 01/01/01 to 06/18/01
First USA Credit Card Master Trust Series 1998-4 07/22/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-5 08/27/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-6 08/27/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-7 09/17/98 01/01/01 to 08/20/01
First USA Credit Card Master Trust Series 1998-8 09/17/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1998-9 12/22/98 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-1 02/24/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-2 02/24/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-3 05/04/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-4 05/26/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-A 06/28/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 1999-B 06/28/99 01/01/01 to 12/31/01
First USA Credit Card Master Trust Series 2001-1 01/30/01 01/30/01 to 12/31/01
First USA Credit Card Master Trust Series 2001-2 03/19/01 03/19/01 to 12/31/01
First USA Credit Card Master Trust Series 2001-3 03/29/01 03/29/01 to 12/31/01
First USA Credit Card Master Trust Series 2001-4 05/16/01 05/16/01 to 12/31/01
ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION
The management of First USA Bank, National Association (the "Servicer") is
responsible for complying with the requirements of Sections 2.06, 2.07, 2.08,
3.01(b), 3.04(a) and (b), 3.05, 3.06(a) and (b), 4.02(a), (b), and (c), and 4.03
of the Pooling and Servicing Agreement, dated as of September 1, 1992, as
amended (the "Agreement") for the respective Agreement Supplements, noted in
Attachment A (the "Supplements"), related to each Credit Card Master Trust
Series listed, as amended from time to time (together, the "Agreements") between
the Servicer and The Bank of New York (Delaware) (as Trustee for the various
Certificateholders and Enhancement Providers of the First USA Credit Card Master
Trust).
Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that the Servicer
has complied with the requirements of the sections of the Agreements referred to
above during the twelve months ended December 31, 2001.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
and in accordance with Section 3.06(a) of the Agreement, our assessment does not
extend to these aspects of the Servicer's compliance that are the responsibility
of the third party credit card processor, and we do not express any form of
assurance on these compliance aspects.
/s/ Michael Looney /s/ Tracie H. Klein
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Michael Looney Tracie H. Klein
Executive Vice President - Operations First Vice President
/s/ Jeffrey Rigg
- -------------------------------------
Jeffrey Rigg
Senior Vice President - Accounting