UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number of issuing entity: 333-272941
Central Index Key Number of issuing entity: 0001174821
CHASE ISSUANCE TRUST
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-272941-01
Central Index Key Number of depositor: 0001658982
CHASE CARD FUNDING LLC
(Exact name of depositor as specified in its charter)
Central Index Key Number of sponsor: 0000869090
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of sponsor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entity)
N.A.
(I.R.S. Employer Identification No. of the issuing entity)
N.A.
(I.R.S. Employer Identification No. of the depositor)
13-4994650
(I.R.S. Employer Identification No. of the sponsor)
| CHASE ISSUANCE TRUST c/o Chase Card Funding LLC 201 North Walnut Street Wilmington, Delaware |
19801 | |
| (Address of principal executive offices of the issuing entity) | (Zip Code) |
(302) 282-6545
(Telephone number, including area code of the issuing entity)
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None.
(Title of class)
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
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 ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ | |||
| Emerging growth company |
☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
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
On May 18, 2019 (the “Merger Date”), Chase Bank USA, National Association (“Chase USA”), a national banking association, was merged with and into JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank”), a national banking association, with JPMorgan Chase Bank as the surviving entity. Effective as of the Merger Date, JPMorgan Chase Bank succeeded Chase USA as (i) the sponsor, originator, administrator and servicer of Chase Issuance Trust (the “Issuing Entity”) and (ii) the sole member of Chase Card Funding LLC (“Chase Card Funding”). Unless the context otherwise requires, all references to JPMorgan Chase Bank are to Chase USA for the period prior to the Merger Date.
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 1. |
Business. | |
| Item 1A. |
Risk Factors. |
Item 1B. Unresolved Staff Comments.
Not Applicable.
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 1C. |
Cybersecurity | |
| Item 2. |
Properties. | |
| Item 3. |
Legal Proceedings. |
Item 4. Mine Safety Disclosures.
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).
None of the pool assets held by the Issuing Entity 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.
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Item 1117 of Regulation AB: Legal Proceedings.
Litigation Regarding JPMorgan Chase Bank, National Association
A number of lawsuits seeking class action certification have been filed in both state and federal courts against JPMorgan Chase Bank. These lawsuits challenge certain policies and practices of JPMorgan Chase Bank’s credit card business. JPMorgan Chase Bank 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, JPMorgan Chase Bank believes that any liability that might result from any of these lawsuits will not have a material adverse effect on the credit card receivables.
Industry Litigation
Groups of merchants and retail associations filed a series of class action complaints alleging that Visa and Mastercard, as well as certain banks, conspired to set the price of credit and debit card interchange fees and enacted related rules in violation of antitrust laws. In 2012, the parties initially settled the cases for a cash payment, but that settlement was reversed on appeal and remanded to the United States District Court for the Eastern District of New York (the “District Court”).
The original class action was divided into two separate actions, one seeking primarily monetary relief and the other seeking primarily injunctive relief. In September 2018, the parties settled the class action seeking monetary relief, with the defendants collectively contributing approximately $6.2 billion. The settlement has been approved by the District Court and affirmed on appeal. Based on the percentage of merchants that opted out of the settlement, $700 million has been returned to the defendants from the settlement escrow. On March 26, 2024, Visa and Mastercard announced the settlement of the separate class action seeking injunctive relief. The settlement is subject to approval by the District Court.
Of the merchants who opted out of the amended damages class settlement, certain merchants filed individual actions raising similar allegations against Visa and Mastercard, as well as against JPMorgan Chase Bank and other banks. While some of those actions remain pending, the defendants have reached settlements with the merchants who opted out representing approximately 70% of the combined Mastercard-branded and Visa-branded payment card sales volume.
Litigation Regarding Wells Fargo Bank, National Association
In December 2014, Phoenix Light SF Limited (“Phoenix Light”) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, National Association (“Wells Fargo Bank”), in its capacity as trustee for a number of residential mortgage-backed securities (“RMBS”) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, “IKB”) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in each case in favor of Wells Fargo Bank. In August 2022, Phoenix Light and Commerzbank AG each appealed the district court’s decision to the United States Court of Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023, terminating its case. In October 2023, Wells Fargo Bank reached an agreement in principle with IKB to resolve IKB’s claims. Wells Fargo Bank previously settled two class actions filed by institutional investors and an action filed by the National Credit Union Administration with similar allegations.
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PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
| Item 6. |
[Reserved] | |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. | |
| Item 8. |
Financial Statements and Supplementary Data. | |
| Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | |
| Item 9A. |
Controls and Procedures. |
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10–K:
| Item 10. |
Directors, Executive Officers and Corporate Governance. | |
| Item 11. |
Executive Compensation. | |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence. | |
| Item 14. |
Principal Accounting Fees and Services. |
Substitute information provided in accordance with General Instruction J to Form 10–K:
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.
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Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.
Each of JPMorgan Chase Bank, as the servicer, and Wells Fargo Bank, National Association, as the indenture trustee (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 Issuing Entity. In addition, as of November 1, 2021, Computershare Trust Company, National Association began acting as agent for Wells Fargo Bank, National Association, as the indenture trustee and collateral agent under the Indenture and is also a Servicing Participant (see the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2021). Each of the Servicing Participants, including Computershare Trust Company, National Association, 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, 2023, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing 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.
The Servicer has determined that there have not been any material instances of noncompliance reported in any assessment that involved the servicing of any of the assets backing the asset-backed securities for which this report on Form 10-K is being filed.
Item 1123 of Regulation AB: Servicer Compliance Statement.
JPMorgan Chase Bank is the servicer and has provided a statement of compliance (a “Compliance Statement”) for the period from and including January 1, 2023 through and including December 31, 2023 for the Issuing Entity. The Compliance Statement has been signed by an authorized officer of the servicer for the Issuing Entity and is attached as an exhibit to this Form 10-K.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(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
| Exhibit Number |
Description | |
| 3.1 | ||
| 3.2 | By-laws of JPMorgan Chase Bank, National Association, dated October 17, 2023. | |
| 4.1 | ||
| 4.2 | ||
| 4.3 | ||
| 4.4 | ||
6
| 4.5 | ||
| 4.6 | ||
| 4.7 | ||
| 4.8 | ||
| 4.9 | ||
| 4.10 | ||
| 4.11 | ||
7
| 4.12.1 | ||
| 4.12.2 | ||
| 4.12.3 | ||
| 4.12.4 | ||
| 4.12.5 | ||
| 4.12.5.1 | ||
| 4.12.6 | ||
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| 31.1 | Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification). | |
| 33.1 | ||
| 33.2 | ||
| 33.3 | ||
| 34.1 | ||
| 34.2 | ||
| 34.3 | ||
| 35.1 | ||
(c) Not applicable
Item 16. Form 10–K Summary.
Not applicable.
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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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.
| CHASE ISSUANCE TRUST (Issuing Entity) | ||||||
| Date: March 28, 2024 |
By: |
CHASE CARD FUNDING LLC, as Depositor | ||||
| /s/ Brent L. Barton | ||||||
| Name: Brent L. Barton | ||||||
| Title: Chief Executive Officer (senior officer of Chase Card Funding LLC in charge of securitization) | ||||||