<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) JANUARY 23, 1997
----------------
FIRST USA BANK
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
DELAWARE 33-99362 76-0039224
---------------- ----------------- ----------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or Number) Identification Number)
organization)
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
302/594-4117
- --------------------------------------------------
Registrant's telephone number, including area code
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. Other Events
On January 24, 1997, the registrant made available to prospective investors a
series term sheet setting forth a description of the collateral pool and the
proposed structure of $500,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 1997-1 and $45,180,000 aggregate
principal amount of Class B Floating Rate Asset Backed Certificates, Series
1997-1 of the First USA Credit Card Master Trust. The series term sheet is
attached hereto as Exhibit 99.01.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits
The following exhibits are filed as a part of this report:
Exhibit 99.01 Series Term Sheet dated January 23, 1997, with respect to the
proposed issuance of the Class A Floating Rate Asset Backed
Certificates and the Class B Floating Rate Asset Backed
Certificates of the First USA Credit Card Master Trust, Series
1997-1.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST USA BANK
As Servicer
By: /s/ W. Todd Peterson
----------------------------
W. Todd Peterson
Vice President
Date: January 27, 1997
----------------
<PAGE>
EXHIBIT INDEX
Exhibit Description Page Number
- ------- ----------- -----------
99.01 Series 1997-1 Term Sheet dated January 23, 1997 5
<PAGE>
EXHIBIT 99.01
SERIES 1997-1 TERM SHEET
[Exhibit Begins on Next Page]
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET DATED JANUARY 23, 1997
FIRST USA CREDIT CARD MASTER TRUST
$500,000,000 Class A Floating Rate Asset Backed Certificates, Series 1997-1
$45,180,000 Class B Floating Rate Asset Backed Certificates, Series 1997-1
FIRST USA BANK
Transferor and Servicer
THE OFFERED CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST ONLY AND WILL
NOT REPRESENT INTERESTS IN OR RECOURSE OBLIGATIONS OF FIRST USA BANK OR ANY
AFFILIATE THEREOF. AN OFFERED CERTIFICATE IS NOT A DEPOSIT AND NEITHER THE
OFFERED CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION ABOUT THE
OFFERED CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE OFFERED CERTIFICATES. THE INFORMATION PROVIDED HEREIN IS
PRELIMINARY AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN THE
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. ADDITIONAL INFORMATION WILL BE
CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. PURCHASERS ARE URGED
TO READ BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE. SALES OF THE OFFERED CERTIFICATES MAY NOT BE CONSUMMATED UNLESS
THE PURCHASER HAS RECEIVED BOTH THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
J.P. MORGAN & CO.
BEAR, STEARNS & CO. INC.
MERRILL LYNCH & CO.
<PAGE>
SUMMARY OF TERMS
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement, the Prospectus and the Series 1997-1
Supplement to the Pooling and Servicing Agreement (as amended, the "Pooling and
Servicing Agreement") between First USA Bank (the "Bank"), as transferor (in
such capacity, the "Transferor") and servicer (in such capacity, the
"Servicer"), and The Bank of New York (Delaware), as trustee (the "Trustee").
Type of Securities.......... Class A Floating Rate Asset Backed
Certificates, Series 1997-1 (the "Class A
Certificates") and Class B Floating Rate
Asset Backed Certificates, Series 1997-1
(the "Class B Certificates" and, together
with the Class A Certificates, the "Offered
Certificates").
Trust Assets................ 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 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), Recoveries and any enhancement
issued with respect to any series issued
from time to time by the Trust (each, a
"Series") which will consist of one or more
classes of certificates. The benefits of any
enhancement issued with respect to any other
Series will not be available for the benefit
of the holders of the Certificates and the
holders of the certificates of other Series
will not be entitled to the benefits of any
enhancement for this Series.
Trustee..................... The Bank of New York (Delaware).
Certificateholders'
Interest.................... Each of the Offered Certificates represents
an undivided interest in the Trust. The
Trust's assets will be allocated among the
Class A Certificateholders (the "Class A
Certificateholders' Interest"), the Class B
Certificateholders (the "Class B
Certificateholders' Interest," and together
with the Class A Certificateholders'
Interest, the "Investor Interest"), the CIA
Certificateholders (the "CIA
Certificateholders' Interest"), the holders
of other Series previously issued or issued
at some future time pursuant to the Pooling
and Servicing Agreement and the applicable
series supplements to the Pooling and
Servicing Agreement (each, a "Supplement")
and the Transferor (the "Transferor
Interest"), as described below.
The aggregate principal amount of the Class A
Certificateholders' Interest and the Class B
Certificateholders' Interest will, except as
otherwise provided herein, remain fixed at
$500,000,000 (the "Class A Invested Amount")
and $45,180,000 (the "Class B Invested
Amount"), respectively. The principal amount
of the Transferor Interest will fluctuate as
the amount of Receivables in the Trust
changes from time to time.
- --------
* VISA (R) and MasterCard (R) are registered trademarks of Visa USA
Incorporated and MasterCard International Incorporated, respectively.
2
<PAGE>
The "CIA Invested Amount" in the initial
amount of $57,230,000 (which amount
represents 9.5% of the sum of the initial
Class A Invested Amount, the initial Class B
Invested Amount and the initial CIA Invested
Amount) constitutes enhancement for the
Offered Certificates. Allocations will be
made to the CIA Invested Amount and the
holders of the CIA Certificates will have
voting and certain other rights of a
subordinated class of certificates. The CIA
Certificates together with the Offered
Certificates are referred to herein as the
"Certificates."
The Class A Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class A
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class A
Certificates at the Class A Certificate
Rate, and the payment of principal during
the amortization period to the extent of the
Class A Invested Amount (which may be less
than the aggregate unpaid principal amount
of the Class A Certificates, in certain
circumstances).
The Class B Certificates will represent the
right to receive from the assets of the
Trust allocated to the Class B
Certificateholders' Interest funds up to
(but not in excess of) the amounts required
to make payments of interest on the Class B
Certificates at the Class B Certificate
Rate, and the payment of principal during
the amortization period, following the final
principal payment of the Class A Invested
Amount to the holders of the Class A
Certificates, to the extent of the Class B
Invested Amount (which may be less than the
aggregate unpaid principal amount of the
Class B Certificates, in certain
circumstances, if there has been a reduction
of the Class B Invested Amount).
Receivables................. The aggregate amount of Receivables in the
Accounts (including the amount of
Receivables in the additional Accounts added
to the Trust on January 2, 1997 and certain
additional Accounts designated to be added
to the Trust on February 4, 1997 (the
"Closing Date")), as of the close of
business on December 31, 1996, was
$21,186,450,646, comprised of
$20,615,215,220 of principal Receivables and
$571,235,426 of finance charge Receivables.
Interest.................... Class A Certificate Rate: One-month LIBOR
plus %.
Class B Certificate Rate: One-month LIBOR
plus %.
Interest Payment Dates...... Interest on the Certificates will be
distributed on the 17th day of each calendar
month or, if such day is not a business day,
on the next succeeding business day (each, a
"Distribution Date"), commencing March 17,
1997, in an amount equal to the product of
(a) the actual number of days in the period
from the preceding Distribution Date (or in
the case of the March 1997 Distribution
Date, the Closing Date) through the day
preceding such Distribution Date divided by
360, (b) the Class A Certificate Rate or the
Class B Certificate Rate, as applicable, and
(c) the outstanding principal amount of the
Class A Certificates or the
3
<PAGE>
outstanding principal amount of the Class B
Certificates, as applicable, as of the last
day of the preceding calendar month (or, in
the case of the March 1997 Distribution
Date, as of the Closing Date). "LIBOR" means
the London interbank offered quotations for
one-month United States dollar deposits
prevailing on the date that LIBOR is
determined. The Trustee will determine LIBOR
on the second business day prior to the
Closing Date for the period from the Closing
Date through March 16, 1997, and on the
second business day prior to each
Distribution Date for the period from and
including such Distribution Date through the
day preceding the next succeeding
Distribution Date.
Principal................... The principal of the Class A Certificates and
the Class B Certificates is scheduled to be
paid on the Class A Expected Final Payment
Date and the Class B Expected Final Payment
Date, respectively, but may be paid earlier
or later under certain circumstances.
Class A Expected Final
Payment Date............... The February 2004 Distribution Date.
Class B Expected Final
Payment Date............... The February 2004 Distribution Date.
Stated Series Termination
Date........................ The final distribution of principal and
interest on the Certificates will be made no
later than the October 2006 Distribution
Date (the "Stated Series Termination Date").
After the Stated Series Termination Date,
the Trust will have no further obligation to
pay principal or interest on the
Certificates.
Subordination of the Class
B Certificates and the CIA
Certificates............... The Class B Certificateholders' Interest will
be subordinated to the extent necessary to
fund certain payments with respect to the
Class A Certificates. In addition, the CIA
Certificateholders' Interest will be
subordinated to the extent necessary to fund
certain payments with respect to the Class A
Certificates and the Class B Certificates.
If the CIA Invested Amount is reduced to
zero, the Class B Certificateholders will
bear directly the credit and other risks
associated with their undivided interest in
the Trust. To the extent the Class B
Invested Amount is reduced, the percentage
of collections of finance charge receivables
allocated to the Class B Certificateholders
in subsequent Monthly Periods will be
reduced. Moreover, to the extent the amount
of such reduction in the Class B Invested
Amount is not reimbursed, the amount of
principal distributable to the Class B
Certificateholders will be reduced.
ERISA Considerations........ If certain conditions are satisfied,
including that upon completion of the public
offering thereof interests in the Class A
Certificates are held by 100 or more persons
independent of the Transferor and each
other, the Class A Certificates should
qualify as "publicly offered securities" for
purposes of the "plan assets regulation"
issued by the Department of Labor. In such
event, the purchase and holding of Class A
Certificates by an employee benefit plan
4
<PAGE>
(or other entity deemed to hold assets of
such a plan) would not cause the assets of
the Trust to be deemed "plan assets" of any
such plan subject to the prohibited
transaction rules of the Employee Retirement
Income Security Act of 1974, as amended and
the Internal Revenue Code of 1986, as
amended. Further information regarding the
status of the Class A Certificates as
publicly offered securities will be provided
in the Prospectus Supplement. Accordingly,
plan investors contemplating the purchase of
Class A Certificates should consult their
counsel and review "ERISA Considerations" in
the Prospectus and "Summary of Terms--ERISA
Considerations" in the Prospectus Supplement
prior to making any purchase of Class A
Certificates.
The Underwriters currently do not expect the
Class B Certificates to qualify as publicly
offered securities and, accordingly, the
Class B Certificates may not be purchased by
employee benefit plans (or entities deemed
to hold assets of such plans, including
without limitation any insurance company
general account deemed to hold plan assets
by reason of a plan's investment in the
general account).
Certificate Ratings......... It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized statistical rating
organization (each such rating organization,
a "Rating Agency").
It is a condition to the issuance of the
Class B Certificates that they receive a
rating of at least "A" or its equivalent by
at least one Rating Agency.
Listing..................... Application will be made to list the Offered
Certificates on the Luxembourg Stock
Exchange.
5
<PAGE>
RECENT DEVELOPMENTS
The bank is an indirect wholly-owned subsidiary of First USA, Inc. ("FUSA").
On January 19, 1997, FUSA and Banc One Corporation ("Banc One") entered into
an Agreement and Plan of Merger (the "Merger Agreement") providing, among
other things, for the merger (the "Merger") of FUSA with and into Banc One,
with Banc One as the survivng corporation following the Merger. Consummation
of the Merger is subject to certain standard conditions, including, but not
limited to, approval of the Merger Agreement by the holders of a majority of
the shares of FUSA Common Stock and FUSA's 6 1/4% Convertible Preferred Stock,
voting together as a class, and a majority of the shares of Banc One Common
Stock, the receipt of all required regulatory approvals and the making of all
necessary governmental filings.
THE BANK'S CREDIT CARD PORTFOLIO
DELINQUENCY AND LOSS EXPERIENCE
The following tables set forth the delinquency and loss experience for each
of the periods shown for the portfolio of VISA and MasterCard credit card
accounts serviced by the Bank (the "Bank Portfolio"). As of the close of
business on December 31, 1996, the Receivables in the Trust Portfolio
(including the Receivables in the additional Accounts added to the Trust on
January 2, 1997 and certain additional Accounts to be added to the Trust on
the Closing Date) represented approximately 95.5% of the Bank Portfolio. The
accounts in the Bank Portfolio that are not included in the Trust Portfolio
are primarily newly originated accounts with lower delinquency and loss rates
than the average accounts in the Trust Portfolio which are generally more
seasoned. Therefore, the actual delinquency and loss experience with respect
to the Receivables in the Trust Portfolio may be different from that set forth
below. There can be no assurance that the delinquency and loss experience for
the Trust Portfolio will be similar to the historical experience set forth
below because, among other things, economic and financial conditions affecting
the ability of cardholders to make payments may be different from those that
have prevailed during the periods reflected in the tables below.
DELINQUENCY EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF JUNE 30,
-----------------------------------------------------------------------
AS OF
DECEMBER 31, 1996 1996 1995 1994
----------------------- ----------------------- ----------------------- -----------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(1)......... $22,196,645 100.00% $18,721,130 100.00% $13,287,452 100.00% $7,520,458 100.00%
=========== ====== =========== ====== =========== ====== ========== ======
Receivables Delinquent:
35-64 days............. $ 359,275 1.62% $ 272,380 1.45% $ 141,181 1.06% $ 60,024 0.80%
65-94 days............. 250,468 1.13 159,791 0.85 76,416 0.57 32,255 0.43
95 or more days........ 552,558 2.49 378,179 2.03 176,250 1.33 74,458 0.99
----------- ------ ----------- ------ ----------- ------ ---------- ------
Total................. $ 1,162,301 5.24% $ 810,350 4.33% $ 393,847 2.96% $ 166,737 2.22%
=========== ====== =========== ====== =========== ====== ========== ======
</TABLE>
- --------
(1) The Receivables Outstanding on the accounts consist of all amounts due
from cardholders as posted to the accounts.
6
<PAGE>
LOSS EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED FISCAL YEAR ENDED JUNE 30,
DECEMBER 31, ------------------------------------
1996 1996 1995 1994
------------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Average Receivables Out-
standing(1)................ $19,810,601 $16,667,917 $10,446,438 $5,339,689
Gross Charge-Offs(2)........ 497,796 603,249 245,572 132,279
Gross Charge-Offs as a
percentage of Average
Receivables Outstanding(4). 5.03% 3.62% 2.35% 2.48%
Recoveries(3)............... 36,618 40,098 15,099 13,889
Net Losses(3)............... 461,178 563,151 230,473 118,390
Net Losses as a percentage
of Average Receivables
Outstanding(4)............. 4.66% 3.38% 2.21% 2.22%
</TABLE>
- --------
(1) Average Receivables Outstanding is the average daily receivables during
the periods indicated.
(2) Gross Charge-Offs are principal charge-offs before recoveries and do not
include the amount of any reductions in average receivables outstanding
due to fraud, returned goods or customer disputes.
(3) Recoveries are included in the Trust as of July 1, 1996.
(4) Annualized.
SUMMARY OF MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Bank Portfolio during any month in the period shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of total opening monthly
account balances during the periods shown. Payment rates shown in the table
are based on amounts which would be deemed payments of principal Receivables
and finance charge Receivables with respect to the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES
BANK PORTFOLIO
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
SIX MONTHS ENDED ----------------------------
DECEMBER 31, 1996 1996 1995 1994
----------------- -------- -------- --------
<S> <C> <C> <C> <C>
Lowest Month.................... 10.71% 9.86% 10.46% 10.74%
Highest Month................... 11.86 11.79 11.63 13.23
Monthly Average................. 11.27 10.98 10.96 11.86
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Bank Portfolio for each of the three fiscal years
contained in the period ended June 30, 1996 and for the six months ended
December 31, 1996 is set forth in the following table. The portfolio yields in
the table are calculated on an accrual basis. The portfolio yield on
Receivables included in the Trust is calculated on a cash basis. Portfolio
yields calculated on an accrual basis may differ from portfolio yields
calculated on a cash basis due to (a) a lag between when finance charges and
fees are charged to cardholder accounts and when such finance charges and fees
are collected and (b) finance charges and fees that are not ultimately
collected from the cardholder. However, during the three fiscal years
contained in the period ended June 30, 1996 and for the six months ended
December 31, 1996, portfolio yield on an accrual basis approximated portfolio
yield on a cash basis. Portfolio yield on both an accrual and a cash basis
will also be affected by numerous factors, including changes in the monthly
periodic rates, variations in the rate of payments and new borrowings on the
Accounts, the amount of the annual membership fees and other charges, changes
in the delinquency and loss rates on the Receivables and the percentage of
cardholders who pay their balances in full each month and do not incur
periodic finance charges, which may in turn be caused by a variety of factors,
including seasonal variations, the availability of other sources of credit and
general economic conditions.
7
<PAGE>
Interchange allocated to the Trust with respect to the Receivables may vary
from the amounts included in the table below because interchange will be
included in the Trust on an estimated basis by initially treating 1.3% of
collections on the Receivables, other than collections with respect to
periodic finance charges, annual membership fees and other charges, as
discount Receivables.
PORTFOLIO YIELD
BANK PORTFOLIO
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
SIX MONTHS ENDED ----------------------------
DECEMBER 31, 1996 1996 1995 1994
----------------- -------- -------- --------
<S> <C> <C> <C> <C>
Average account monthly accrued
fees and charges (1)(2)....... $38.32 $ 34.43 $29.90 $ 25.73
Average account balance(3)..... 2,827 2,711 2,415 1,976
Portfolio yield from fees and
charges (1)(4)................ 16.27% 15.24% 14.85% 15.62%
</TABLE>
- --------
(1) Fees and charges are comprised of periodic finance charges, interchange,
annual membership fees and other charges.
(2) Average account monthly accrued fees and charges are presented net of
adjustments made pursuant to the Bank's normal servicing procedures,
including removal of incorrect or disputed periodic finance charges, and
include interchange.
(3) Average account balance includes purchases, cash advances and accrued and
unpaid periodic finance charges, annual membership fees and other charges
and is calculated based on the average of the month end balances for
accounts with balances.
(4) Annualized.
The increase in portfolio yield for the fiscal year ended June 30, 1996 and
for the six months ended December 31, 1996 reflects changes in the overall
pricing distribution of the Bank Portfolio. The decline in portfolio yield for
fiscal year 1995 is primarily the result of the Bank's focus on the direct
solicitation of low-rate, no annual fee credit cards which on average had a
lower introductory rate and which had the effect of lowering finance charge
income and annual fee income. The accounts in the Bank Portfolio that are not
included in the Trust Portfolio are primarily newly originated accounts with a
greater proportion of Receivables arising under accounts generated under this
type of solicitation than the average accounts in the Trust Portfolio, which
are more seasoned. Therefore, the actual portfolio yield with respect to the
Receivables in the Trust Portfolio may be different from that set forth above.
THE RECEIVABLES
The Receivables in the Accounts selected from the Bank Portfolio included
and to be included in the Trust on the basis of criteria set forth in the
Pooling and Servicing Agreement (the "Trust Portfolio") (including the
additional Accounts added to the Trust on January 2, 1997 and certain
additional Accounts designated to be added to the Trust on the Closing Date)
as of the close of business on December 31, 1996, consisted of $20,615,215,220
of principal Receivables and $571,235,426 of finance charge Receivables. On
November 25, 1996 and December 23, 1996 (the "Relevant Cut Off Dates"), the
Transferor designated additional Accounts, which included approximately
$1,069,264,583 of principal Receivables as of the close of business on
December 31, 1996, and will transfer the Receivables arising therein to the
Trust on the Closing Date. In addition, on the Closing Date, the Transferor
will deposit $600,000 into the finance charge account, which will be applied
as collections of finance charge Receivables allocated to Series 1997-1. The
additional Accounts to be added to the Trust on the Closing Date were, as of
the Relevant Cut Off Dates, Eligible Accounts. The Accounts, including such
additional Accounts, had an average principal Receivable balance of $2,035
(including accounts with a zero balance) and an average credit limit of
$8,086. The percentage of the aggregate total Receivable balance to the
aggregate total credit limit was 25.9%.
As of December 31, 1996, cardholders whose Accounts are included in the
Trust Portfolio, including such additional Accounts, had billing addresses in
50 states, the District of Columbia and other United States
8
<PAGE>
territories and possessions. As of December 31, 1996, 69% of the Accounts,
including such additional Accounts, were premium accounts and 31% were
standard accounts, and the aggregate principal Receivable balances of premium
accounts and standard accounts, as a percentage of the aggregate total
principal Receivables, were 79% and 21%, respectively.
The following tables summarize the Trust Portfolio (including the additional
Accounts added to the Trust on January 2, 1997 and certain additional Accounts
designated to be added to the Trust on the Closing Date) by various criteria
as of the close of business on December 31, 1996. 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 BY ACCOUNT BALANCE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
ACCOUNT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
BALANCE RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
------------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Credit Balance.......... 147,039 1.5% $ (30,190,040) (0.1)%
No Balance.............. 3,056,211 30.2 -- --
$0.01 to $2,000.00...... 3,357,760 33.1 2,404,346,270 11.3
$2,000.01 to $5,000.00.. 2,059,003 20.3 7,339,242,284 34.6
$5,000.01 to $10,000.00. 1,321,956 13.0 9,057,085,986 42.7
$10,000.01 or More...... 188,455 1.9 2,415,966,146 11.5
---------- ----- --------------- -----
TOTAL............... 10,130,424 100.0% $21,186,450,646 100.0 %
========== ===== =============== =====
</TABLE>
COMPOSITION BY CREDIT LIMIT
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
CREDIT NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
LIMIT RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
$0.00 to $2,000.00....... 744,940 7.4% $ 505,399,922 2.4%
$2,000.01 to $5,000.00... 2,696,501 26.6 4,617,556,481 21.8
$5,000.01 to $10,000.00.. 4,047,129 40.0 9,426,291,317 44.5
$10,000.01 or More....... 2,641,854 26.0 6,637,202,926 31.3
---------- ----- --------------- -----
TOTAL................ 10,130,424 100.0% $21,186,450,646 100.0%
========== ===== =============== =====
</TABLE>
COMPOSITION BY PERIOD OF DELINQUENCY
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
PERIOD OF DELINQUENCY OF TOTAL PERCENTAGE OF
(DAYS CONTRACTUALLY NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
DELINQUENT) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--------------------- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Not Delinquent........... 9,516,975 93.9% $18,664,131,396 88.1%
Up to 34 Days............ 364,907 3.6 1,389,615,143 6.6
35 to 64 Days............ 82,632 0.8 350,108,850 1.7
65 to 94 Days............ 54,028 0.5 244,012,627 1.2
95 or More Days.......... 111,882 1.2 538,582,630 2.4
---------- ----- --------------- -----
TOTAL................ 10,130,424 100.0% $21,186,450,646 100.0%
========== ===== =============== =====
</TABLE>
9
<PAGE>
COMPOSITION BY GEOGRAPHIC DISTRIBUTION
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- --------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Alabama.................... 98,644 1.0% $ 219,726,613 1.0%
Alaska..................... 25,224 0.2 65,896,608 0.3
Arizona.................... 169,098 1.7 366,599,771 1.7
Arkansas................... 84,338 0.8 163,307,390 0.8
California................. 1,252,931 12.4 3,030,698,595 14.3
Colorado................... 159,553 1.6 345,339,294 1.6
Connecticut................ 153,046 1.5 322,465,441 1.5
Delaware................... 22,932 0.2 52,207,692 0.2
District of Columbia....... 21,233 0.2 49,525,712 0.2
Florida.................... 683,698 6.7 1,452,302,778 6.9
Georgia.................... 229,954 2.3 528,491,745 2.5
Hawaii..................... 47,700 0.5 116,137,301 0.5
Idaho...................... 40,939 0.4 87,161,375 0.4
Illinois................... 489,123 4.8 918,875,543 4.3
Indiana.................... 80,237 0.8 162,691,401 0.8
Iowa....................... 9,056 0.1 16,241,417 0.1
Kansas..................... 91,815 0.9 187,369,306 0.9
Kentucky................... 101,779 1.0 190,286,669 0.9
Louisiana.................. 241,126 2.4 429,204,855 2.0
Maine...................... 36,097 0.4 75,465,313 0.4
Maryland................... 256,313 2.5 573,156,411 2.7
Massachusetts.............. 326,317 3.2 625,769,288 3.0
Michigan................... 343,406 3.4 715,299,744 3.4
Minnesota.................. 81,419 0.8 149,586,665 0.7
Mississippi................ 63,955 0.6 132,576,931 0.6
Missouri................... 170,420 1.7 336,566,780 1.6
Montana.................... 37,918 0.4 74,614,155 0.4
Nebraska................... 64,904 0.6 111,840,441 0.5
Nevada..................... 80,104 0.8 188,500,772 0.9
New Hampshire.............. 52,525 0.5 101,139,634 0.5
New Jersey................. 432,719 4.3 831,864,239 3.9
New Mexico................. 65,801 0.6 130,284,892 0.6
New York................... 777,095 7.7 1,641,410,336 7.7
North Carolina............. 189,104 1.9 414,625,833 2.0
North Dakota............... 21,319 0.2 34,140,265 0.2
Ohio....................... 382,586 3.8 748,064,508 3.5
Oklahoma................... 179,886 1.8 337,717,616 1.6
Oregon..................... 138,787 1.4 292,043,415 1.4
Pennsylvania............... 429,252 4.2 746,260,051 3.5
Rhode Island............... 43,087 0.4 82,660,631 0.4
South Carolina............. 96,079 0.9 196,438,664 0.9
South Dakota............... 22,885 0.2 40,975,609 0.2
Tennessee.................. 71,548 0.7 149,908,897 0.7
Texas...................... 1,050,550 10.4 2,180,451,239 10.3
Utah....................... 65,206 0.6 125,059,627 0.6
Vermont.................... 22,511 0.2 41,256,125 0.2
Virginia................... 271,966 2.7 615,689,413 2.9
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Washington............... 238,768 2.4% $ 566,449,266 2.7%
West Virginia............ 50,660 0.5 102,207,694 0.5
Wisconsin................ 17,206 0.2 30,247,670 0.1
Wyoming.................. 18,406 0.2 35,961,684 0.2
Other U.S. territories
and possessions......... 29,199 0.3 53,687,332 0.3
---------- ----- --------------- -----
TOTAL................ 10,130,424 100.0% $21,186,450,646 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of December 31, 1996 were in
California, Texas, New York, Florida and Illinois, adverse changes in the
economic conditions in these areas could have a direct impact on the timing
and amount of payments on the Certificates.
COMPOSITION OF ACCOUNTS BY AGE
TRUST PORTFOLIO
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE OF
NUMBER OF NUMBER OF AMOUNT OF TOTAL AMOUNT OF
AGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--- ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Less than or equal to 6
Months.................. 1,163,809 11.5% $ 3,639,107,603 17.2%
Over 6 Months to 12
Months.................. 1,302,955 12.9 3,273,233,993 15.4
Over 12 Months to 24
Months.................. 2,904,999 28.7 6,152,637,153 29.0
Over 24 Months to 36
Months.................. 2,267,493 22.4 4,143,748,007 19.6
Over 36 Months to 48
Months.................. 1,085,292 10.7 1,678,617,289 7.9
Over 48 Months to 60
Months.................. 406,871 4.0 553,022,343 2.6
Over 60 Months........... 999,005 9.8 1,746,084,258 8.3
---------- ----- --------------- -----
TOTAL................ 10,130,424 100.0% $21,186,450,646 100.0%
========== ===== =============== =====
</TABLE>
11
