ITEM 1. BUSINESS
Not applicable
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(R) and MasterCard(R) revolving credit card accounts (the "Accounts") selected by the Transferor from a portfolio of VISA and MasterCard accounts owned by First USA Bank, 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 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.
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 Pooling and Servicing Agreement (The "Trust Portfolio"). The Receivables in the Trust Portfolio, as of the close of business on December 31, 1999, (including the Additional Accounts added to the Trust on January 14, 2000 and February 25, 2000), consisted of $39,251,946,359 of Principal Receivables and $717,759,005 of Finance Charge Receivables. As of December 31, 1999, Cardholders whose Accounts are included in the Trust Portfolio, including
- ---------------------------- . VISA/R/ and MasterCard/R/ and are registered trademarks of Visa USA Incorporated and MasterCard International Incorporated, respectively.
Additional Accounts, had billing addresses in 50 states, the District of Columbia and other United States territories and possessions.
The following tables summarize the Trust Portfolio by various criteria as of the close of business on December 31, 1999 (including the Additional Accounts added to the Trust on January 14, 2000 and February 25, 2000). Because the future composition of the Trust Portfolio may change over time, these tables are not necessarily indicative of the composition of the Trust Portfolio at any subsequent time.
Composition of Accounts by Age Trust Portfolio
Composition by Geographic Distribution Trust Portfolio
Since the largest number of cardholders (based on billing addresses) whose Accounts were included in the Trust Portfolio as of December 31, 1999, were in California, Texas, New York, Florida and Ohio, adverse changes in the economic conditions in these areas could have a direct impact on the timing and amount of payments on the Certificates.
The aggregate amount of Receivables written off during the twelve-month reporting period was $1,735,496,640 and represented approximately 5.02% of the average Receivables balance outstanding during such period. The investor percentage of Principal Receivables written off (the "Investor Default Amount") during the reporting period was $1,469,717,739. The Investor Default Amount as a percentage of the average invested amount outstanding during the reporting period was approximately 5.01%.
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. The Bank is a defendant in various lawsuits, including certain class actions, generally arising out of its normal course of business.
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
As of December 31, 1999, 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 1994-4 Class A 21 Series 1994-4 Class B 3
Series 1994-6 Class A 21 Series 1994-6 Class B 7
Series 1994-8 Class A 15 Series 1994-8 Class B 3
Series 1995-2 Class A 19
Series 1995-5 Class A 27 Series 1995-5 Class B 2
Series 1995-6 Class A 14 Series 1995-6 Class B 5
Series 1996-1 Class A 22 Series 1996-1 Class B 12
Series 1996-2 Class A 13 Series 1996-2 Class B 4
Series 1996-4 Class A 12 Series 1996-4 Class B 3
Series 1996-6 Class A 17 Series 1996-6 Class B 8
Series 1996-8 Class A 7 Series 1996-8 Class B 3
Series 1997-1 Class A 14 Series 1997-1 Class B 5
Series 1997-2 Class A 11 Series 1997-2 Class B 6
Series 1997-3 Class A 10 Series 1997-3 Class B 2
Series 1997-4 Class A 6 Series 1997-4 Class B 3
Investor Certificate Description Record Holders - -------------------------------- --------------
Series 1997-5 Class A 10 Series 1997-5 Class B 2
Series 1997-6 Class A 66 Series 1997-6 Class B 41
Series 1997-7 Class A 7 Series 1997-7 Class B 3
Series 1997-8 Class A 11 Series 1997-8 Class B 2
Series 1997-9 Class A 7 Series 1997-9 Class B 1
Series 1997-10 Class A 26 Series 1997-10 Class B 2
Series 1998-1 Class A 13 Series 1998-1 Class B 4
Series 1998-3 Class A 12 Series 1998-3 Class B 4
Series 1998-4 Class A 15 Series 1998-4 Class B 4
Series 1998-5 Class A 12 Series 1998-5 Class B 3
Series 1998-6 Class A 3 Series 1998-6 Class B 2
Series 1998-7 Class A 25 Series 1998-7 Class B 3
Series 1998-8 Class A 1 Series 1998-8 Class B 2
Series 1998-9 Class A 38 Series 1998-9 Class B 18
Series 1999-1 Class A 17 Series 1999-1 Class B 5
Series 1999-2 Class A 9 Series 1999-2 Class B 2
Series 1999-3 Class A 10 Series 1999-3 Class B 5
Investor Certificate Description Record Holders - -------------------------------- -------------- Series 1999-4 Class A 9 Series 1999-4 Class B 3
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
Throughout 1999, BANK ONE executed project plans to assure Year 2000 readiness. These plans included verifying the readiness of internal information technology systems and equipment, and working with external entities, including customers, vendors, utilities and governmental agencies, to verify that they had appropriately addressed Year 2000 readiness issues. Specific business continuity and event plans were designed to address potential disruption and ensure that BANK ONE was positioned to rapidly respond to issues.
BANK ONE had estimated total Year 2000 readiness costs to reach $350 million over the life of the project, and incurred total costs of approximately $343 million.
BANK ONE had an uneventful transition to the Year 2000. BANK ONE's systems, equipment and facilities continued and continue to function normally through the transition and into Year 2000. Normal products and services of BANK ONE have been available to customers throughout such time, and BANK ONE experienced no significant impact from Year 2000 readiness status of external entities. To meet potential Year 2000 contingencies and potential liquidity needs, BANK ONE increased the value of loans pledged to the Federal Reserve for discount window borrowing.
On an ongoing basis, BANK ONE will continue to monitor its systems, equipment and facilities throughout 2000 and beyond.
ITEM 7A.
ITEM 7A. QUANTATIVE 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
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. Number of certificates identifies the number of $1,000 minimum denomination certificates beneficially owned by each such investor.
Beneficial owners of more than 5% of the Series 1994-4 Class A and Class B investor certificates as of December 31, 1999, are as follows:
- ----------------------------------------------
Beneficial owners of more than 5% of the Series 1994-6 Class A and Class B investor certificates as of December 31, 1999, are as follows:
- ----------------------------------------------
Beneficial owners of more than 5% of the Series 1994-8 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1995-2 Class A investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1995-5 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1995-6 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1996-1 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1996-2 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1996-4 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1996-6 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1996-8 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-1 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-2 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-3 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-5 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-6 Class A and Class B investor certificates as of December 31, 1999, are as follows:
- ----------------------------------------------
Beneficial owners of more than 5% of the Series 1997-7 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-9 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1997-10 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1998-1 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1998-3 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1998-5 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1998-7 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1998-9 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1999-1 Class A and Class B investor certificates as of December 31, 1999, 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, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1999-3 Class A and Class B investor certificates as of December 31, 1999, are as follows:
Beneficial owners of more than 5% of the Series 1999-4 Class A and Class B investor certificates as of December 31, 1999, are as follows:
(b) Not applicable
(c) Not applicable
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
3. Exhibits:
99.00 Independent Accountants' Reports of Arthur Andersen LLP on Management's Assertions.
(b) Not applicable
(c) See item 14(a)3 above
(d) 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 24, 2000.
FIRST USA BANK, NATIONAL ASSOCIATION As Servicer
By: /s/Anthony F. Vuoto -------------------------- Anthony F. Vuoto 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 24, 2000.
Signature Title --------- -----
/s/William P. Boardman Director and Principal Executive Officer - ----------------------------- William P. Boardman
/s/ George P. Hubley - ----------------------------- Director, Principal Financial Officer and George P. Hubley Principal Accounting Officer
/s/ Anthony F. Vuoto Director - ----------------------------- Anthony F. Vuoto
/s/Michael Looney Director - ----------------------------- Michael Looney
/s/Marvin W. Adams Director - ------------------------------ Marvin W. Adams
/s/Roger S. Deacon Director - ------------------------------ Roger S. Deacon
/s/William Garner Director - ------------------------------- William Garner