UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2011
OR2012
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from to
Commission File Number of issuing entity: 333-145109, 333-131327, 333-1707994033-506000-01
Central Index Key Number of issuing entity: 0001174821registrant: 0000869090
CHASE ISSUANCE TRUSTBANK USA, NATIONAL ASSOCIATION
(Depositor into the Issuing Entity of the Notes)
(Exact name of issuing entity as specified in its charter)
Commission File Number of issuing entity: 033-50600-01, 333-145109-03described herein)
Central Index Key Number of issuing entity: 0000890493
FIRST USA CREDIT CARD MASTER TRUST
(Issuing Entity of the First USA Collateral Certificate)Asset Backed Certificates)
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-74303, 333-68236, 333-83484,
333-103210, 000-19191, 333-145109-04
Central Index Key Number of depositor: 0000869090
CHASE BANK USA, NATIONAL ASSOCIATION
(Exact name of depositor and sponsorregistrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entities)
N.A.
(I.R.S. Employer Identification No. of the issuing entities)
22-2382028
(I.R.S. Employer Identification No. of the depositor and sponsor)
| United States of America | 22-2382028 | |
| (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 | (Zip Code) | |
(302) 634-1000
(TelephoneRegistrant’s telephone number, including area code)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 business day of the registrant’s most recently completed second fiscal quarter or 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.
The Agreement is by and between the Bank, as Transferor and Servicer, and BNY Mellon Trust of 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”). As of December 31, 2012, no Certificates remain outstanding.
The Trust has issued an Investor Certificate pursuant to the Agreement and the Series 2002-CC Supplement, dated as of May 1, 2002. As of December 31, 2012, this Investor Certificate is the only interest issued by the Trust that remains outstanding. The Trust will continue to file reports on Form 10-K while this Investor Certificate remains outstanding.
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 wholly owned subsidiary of JPMorgan Chase & Co.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| 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 1B. | UNRESOLVED STAFF COMMENTS |
| None. |
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 may 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, 2012, were $1,350,029,937.84. As of December 31, 2012, 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, 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 | $ | 7,091,173.06 | 0.53 | % | ||||
60 to 89 Days | $ | 6,235,722.85 | 0.46 | % | ||||
90 to 119 Days | $ | 5,563,490.99 | 0.41 | % | ||||
120 to 149 Days | $ | 3,632,637.84 | 0.27 | % | ||||
150 to 179 Days | $ | 3,662,466.13 | 0.27 | % | ||||
180 or More Days | $ | 19,104.72 | 0.00 | % | ||||
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Total | $ | 26,204,595.59 | 1.94 | % | ||||
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| The aggregate amount of Principal Receivables written off during the twelve-month reporting period was $50,169,171.81. The Investor Default Amount during the reporting period was $1,498,765.18. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 3.82%. |
| ITEM 3. | LEGAL PROCEEDINGS |
| None. |
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
The assets of the Chase Issuance Trust include a collateral certificate, Series 2002-CC (the “First USA Collateral Certificate”), representing an undivided interest in the assets of the First USA Credit Card Master Trust (the “First USA Master Trust”), whose assets include credit card receivables arising in consumer revolving credit card accounts owned by Chase Bank USA, National Association (“Chase USA”). The First USA Collateral Certificate represents less than 1% of the Chase Issuance Trust asset pool. The First USA Master Trust should not be considered a significant obligor in relation to the Chase Issuance Trust under Item 1112(b) of Regulation AB. Nevertheless, the information required by General Instruction J to Form 10-K for an asset-backed issuer in respect of the First USA Master Trust has been disclosed in this report on Form 10-K.
None of the pool assets held by the Chase Issuance Trust other than collateral certificates, and none of the pool assets relating to the First USA Master Trust include any significant obligors.
Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1117 of Regulation AB: Legal Proceedings.
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Industry Litigation
On June 22, 2005, a group of merchants filed a putative class action complaint in the U.S. District Court for the District of Connecticut. The complaint alleges that VISA, MasterCard and certain member banks including Bank of America, Chase USA, Capital One, Citibank and others, conspired to set the price of interchange in violation of Section 1 of the Sherman Act. The complaint further alleges tying/bundling and exclusive dealing. Since the filing of the Connecticut complaint, other complaints were filed in different U.S. District Courts challenging the setting of interchange, as well the associations’ respective rules. The Judicial Panel on Multidistrict Litigation consolidated the cases in the Eastern District of New York for pretrial proceedings. An amended consolidated complaint was filed on April 24, 2006. The consolidated complaint also added claims relating to off line debit transactions. Defendants filed a motion to dismiss all claims that pre-date January 1, 2004, based on the settlement and release of claims in the Wal-Mart case. On January 8, 2008, the Court granted that motion and those claims have been dismissed.
With respect to MasterCard, plaintiffs filed a first supplemental complaint in May 2006 alleging that the offering violated Section 7 of the Clayton Act and Section 1 of the Sherman Act and that the offering was a fraudulent conveyance. Defendants filed a motion to dismiss both of those claims. On November 25, 2008, the District Court dismissed the supplemental complaint with leave to replead.
In May 2008, the plaintiffs filed a motion seeking class certification and the defendants opposed that motion in October 2008. The court has not yet ruled on the class certification motion.
In January 2009, the plaintiffs filed and served a Second Amended Consolidated Class Action Complaint against all defendants and an amended supplemental complaint challenging the MasterCard IPO making antitrust claims similar to those that were set forth in the original supplemental complaint, as well as the fraudulent conveyance claim.
With respect to the Visa IPO, the plaintiffs filed a supplemental complaint challenging the Visa IPO on antitrust theories parallel to those articulated in the MasterCard IPO pleading.
On March 31, 2009, defendants filed a motion to dismiss the Second Amended Consolidated Class Action Complaint. Separate motions to dismiss each of the supplemental complaints challenging the MasterCard and Visa IPOs were also filed. The motions to dismiss have not yet been decided. Plaintiffs and defendants also have fully briefed and argued their motions for summary judgment. Chase USA cannot predict with any degree of certainty the final outcome of the litigation described above, its effect on the credit card industry or its effect on Chase USA’s credit card business.
Other Litigation
A number of lawsuits seeking class action certification have been filed in both state and federal courts against Chase USA. These lawsuits challenge certain policies and practices of Chase USA’s credit card business. A few of these lawsuits have been conditionally certified as class actions. Chase USA has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, Chase USA believes that any liability that might result from any of these lawsuits will not have a material adverse effect on the credit card receivables.
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| Not Applicable. |
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
None
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10–K:
Substitute information provided in accordance with General Instruction J to Form 10–K:
| 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 |
| BNY Mellon Trust of Delaware, 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. |
Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.PART III
Each of Chase USA, as the servicer for each of the Chase Issuance Trust and the First USA Master Trust and BNY Mellon Trust of Delaware, as the First USA Master Trust trustee, and Wells Fargo Bank, National Association (“Wells Fargo”), as the indenture trustee for the Chase Issuance Trust (each, a “Servicing Participant”) was a party participating in the servicing function during the reporting period with respect to the pool assets held by the respective trust. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the respective trust’s fiscal year ending December 31, 2011, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing
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Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Chase USA is the servicer and has provided a statement of compliance (a “Compliance Statement”) for the period from and including January 1, 2011 through and including December 31, 2011 for each of the Chase Issuance Trust and the First USA Master Trust. Each such Compliance Statement has been signed by an authorized officer of the servicer for the respective issuing entity and is attached as an exhibit to this Form 10-K.
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
| Not applicable. |
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| ITEM 11. | EXECUTIVE COMPENSATION |
| Not applicable. |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| Not applicable. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
| None. |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| Not applicable. |
PART IV
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) See Item 15(b) below.
(b) Exhibits Required by Item 601 of Regulation S-K
| (a) The following documents are filed as part of the report: |
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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 |
33.2 | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of | |
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34.1 | Independent Accountants’ Attestation Report concerning servicing activities of Chase |
34.2 | Independent Accountants’ Attestation Report concerning servicing activities of | |
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35.1 | Servicer Compliance Statement of Chase Bank USA, | |
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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 to security holders or proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
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| (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.authorized, on March 29, 2013.
| CHASE BANK USA, NATIONAL ASSOCIATION | ||
| as Depositor into the First USA 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) | ||
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 29, 2013.
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/s/ Eileen M. Serra Eileen M. Serra | Chairperson and Director | March 29, 2013 | ||
/s/ John C. Marion John C. Marion | President and Director | March 29, 2013 | ||
/s/ Raymond L. Fischer Raymond L. Fischer | Chief Financial Officer and Director | March 29, 2013 | ||
/s/ Matthew Kane Matthew Kane | Risk Officer and Director | March 29, 2013 | ||
Catherine M. Hogan | Director | March 29, 2013 | ||
/s/ James K. Paterson James K. Paterson | Director | March 29, 2013 | ||
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 | Description | |
| 31.1 | Rule 13a-14(d)/ | |
| 34.1 | ||
| 34.2 | Independent Accountants’ Attestation Report concerning servicing activities of BNY Mellon Trust of Delaware. | |
| 35.1 | Servicer Compliance Statement of Chase Bank USA, National Association | |