ITEM 1. BUSINESS
Available Information: JPMORGAN CHASE & CO., the parent corporation of Chase Bank USA, National Association, has an Internet website at www.jpmorganchase.com which includes certain Trust reports. 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 “Investor Relations” section of www.jpmorganchase.com. The reports can be found under “Asset Backed Securities” in the Investor Relations section of the website. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission.
ITEM 2.
ITEM 2. PROPERTIES
The property of the First USA Credit Card Master Trust (the “Trust”) includes and will include receivables (the “Receivables”) arising under certain VISA® and MasterCard®* revolving credit card accounts (the “Accounts”) selected by the Transferor from a portfolio of VISA and MasterCard credit card accounts owned by Chase Bank USA, National Association (formerly Bank One, Delaware, National Association) (the “Transferor”), 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 Trustee 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 Pooling and Servicing 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 Pooling and Servicing 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, 2004, consisted of $47,196,587,271.68 of Principal Receivables and $1,482,807,367.47 of Finance Charge Receivables. As of December 31, 2004, Cardholders whose Accounts are 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, 2004. 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
The aggregate amount of Receivables written off during the twelve-month reporting period was $2,878,576,078. The investor percentage of Principal Receivables written off (the “Investor Default Amount”) during the reporting period was $1,885,703,373. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 6.09%.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Registrant.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of December 31, 2004, the number of holders of record identified by the Depository Trust Company for the respective Series is as follows:
There is no established public market in which the Certificates are traded.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As disclosed in the Form 8-K filed on July 23, 2004, on July 1, 2004, Bank One Corporation merged with JPMorgan Chase & Co. with JPMorgan Chase & Co. as the surviving entity. In connection therewith, as of July 1, 2004, PricewaterhouseCoopers has replaced KPMG LLP (“KPMG”) as the accountants for the Trust.
The reports of KPMG with respect to the Trust for the years ended December 31, 2003 and December 31, 2002 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.
In connection with its reports with respect to the Trust for the years ended December 31, 2003 and December 31, 2002 and through June 30, 2004, there were no disagreements between the Trust and KPMG on any matter of accounting principles or practices, financial disclosure or scope or procedure, which disagreement, if not resolved to the satisfaction of KPMG would have caused KPMG to make reference to the subject matter of the disagreement in connection with its report for such years.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
None.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(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 the Series 1996-4 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1997-4 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1997-8 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1998-4 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1998-6 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1998-8 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 1999-2 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 2001-1 Class A and Class B investor certificates as of December 31, 2004, are as follows:
Beneficial owners of more than 5% of the Series 2001-3 Class A and Class B investor certificates as of December 31, 2002, are as follows:
Beneficial owners of more than 5% of the Series 2001-4 Class A and Class B investor certificates as of December 31, 2004, are as follows:
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not applicable.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Report:
3. Exhibits:
(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 30, 2005.
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
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 30, 2005.
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