<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) May 12, 1998
------------
FIRST USA BANK
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
Delaware 333-24227 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, former address and former fiscal year, if changed since last
report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1-4. Not Applicable
Item 5. Other Events
On May 12, 1998, the Registrant made available to prospective investors a
series term sheet setting forth a description of the collateral pool and the
proposed structure of $700,000,000 aggregate principal amount of Class A
Floating Rate Asset Backed Certificates, Series 1998-1 and $63,253,000
aggregate principal amount of Class B Floating Rate Asset Backed Certificates,
Series 1998-1, each 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 exhibit is filed as a part of this report:
Exhibit 99.01 Series Term Sheet dated May 12, 1998, 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
1998-1.
<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 thereunto duly authorized.
FIRST USA BANK
As Servicer
By: /s/ Tracie H. Klein
----------------------------
Tracie H. Klein
Vice President
Date: May 12, 1998
------------
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
99.01 Series 1998-1 Term Sheet
dated May 12, 1998 5
<PAGE>
EXHIBIT 99.01
SERIES 1998-1 TERM SHEET
[Exhibit Begins on Next Page]
<PAGE>
SUBJECT TO REVISION
SERIES TERM SHEET DATED MAY 12, 1998
$763,253,000
FIRST USA CREDIT CARD MASTER TRUST
$700,000,000 CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-1
$63,253,000 CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1998-1
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 OF-
FERED CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERN-
MENTAL 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 SOLICI-
TATION 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.
-----------
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON
FIRST CHICAGO CAPITAL MARKETS, INC.
<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 1998-1
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 1998-1 (the "Class A
Certificates") and Class B Floating Rate
Asset Backed Certificates, Series 1998-1
(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
Excess Collateral Holders (the "Excess
Collateral Holders' 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
$700,000,000 (the "Class A Invested Amount")
and $63,253,000 (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 "Excess Collateral Amount" in the initial
amount of $80,121,000 (which amount
represents 9.5% of the sum of the initial
Class A Invested Amount, the initial Class B
Invested Amount and the initial Excess
Collateral Amount) constitutes enhancement
for the Offered Certificates. Allocations
will be made to the Excess Collateral Amount
and the Excess Collateral Holders will have
voting and certain other rights of a
subordinated class of certificates. The
Excess Collateral 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 April 2, 1998 and May 4,
1998), as of the close of business on March
31, 1998, was $28,262,272,197, comprised of
$27,457,822,331 of principal Receivables and
$804,449,866 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 18th 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 June 18,
1998, 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 June 1998 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 outstanding principal
amount of the Class B Certificates, as
3
<PAGE>
applicable, as of the last day of the
preceding calendar month (or, in the case of
the June 1998 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 May , 1998
for the period from the Closing Date through
June 17, 1998 and on the second business day
prior to each Distribution Date thereafter
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 May 2003 Distribution Date.
Class B Expected Final
Payment Date............... The May 2003 Distribution Date.
Stated Series Termination
Date........................ The final distribution of principal and
interest on the Certificates will be made no
later than the January 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
Excess Collateral.......... 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
Excess Collateral Holders' 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 Excess Collateral 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 has received preliminary approval from the Office of the
Comptroller of the Currency to convert to a national bank charter. It is
anticipated that this conversion will be completed in the second quarter of
1998. In addition, BANC ONE CORPORATION ("BANC ONE") may seek regulatory
approval to expand the operations of the Bank beyond the credit card
business. As a result of the merger of First USA, Inc. with and into BANC ONE
on June 27, 1997 (the "FUSA/BANC ONE Merger"), the Bank is now an indirect
wholly-owned subsidiary of BANC ONE.
BANC ONE and First Chicago NBD Corporation ("FCN"), together with Hornet
Reorganization Corporation, have entered into an Agreement and Plan of
Reorganization, dated as of April 10, 1998 (as the same may be amended or
otherwise modified from time to time, the "BANC ONE/FCN Agreement"), pursuant
to which BANC ONE and FCN will be merged into a new corporation ("Newco")
organized to effect the merger (the "BANC ONE/FCN Merger"). Newco will be the
surviving corporation in the BANC ONE/FCN Merger, at which time the separate
corporate existence of BANC ONE and FCN will cease, provided that Newco will
be renamed BANC ONE CORPORATION. The BANC ONE/FCN Merger is subject to the
satisfaction of the terms and conditions stated in the BANC ONE/FCN Agreement,
which include the approval of the respective shareholders of BANC ONE and FCN
and certain regulatory approvals. Subject to the satisfaction of such terms
and conditions stated in the BANC ONE/FCN Agreement, the BANC ONE/FCN Merger
is targeted to be completed in the fourth quarter of 1998.
THE BANK'S CREDIT CARD PORTFOLIO
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 other than certain accounts that were not
designated to have their receivables included in the Trust and which
represented less than 1% of the accounts serviced by the Bank as of March 31,
1998 (the "Bank Portfolio"). In 1997 the Bank changed its charge-off policy to
align it with that of BANC ONE. For the Trust, this change in charge-off
policy was implemented over the course of a six month period which began in
July 1997 and ended in December 1997. The Bank will now generally charge off
an account immediately prior to the end of the sixth billing cycle after
having become contractually past due. Its prior policy was to charge off
accounts immediately prior to the end of the seventh billing cycle after
having become contractually past due. Receivables Delinquent 95 or more days
and Net Losses in the following tables have been restated to reflect this
change in charge-off policy for each of the periods shown.
As of the close of business on March 31, 1998, the Receivables in the Trust
Portfolio (including the Receivables in the additional Accounts added to the
Trust on April 2, 1998 and May 4, 1998) represented approximately 98.6% 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
below.
6
<PAGE>
DELINQUENCY EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31, (1)
THREE MONTHS ENDED -----------------------------------------------------------------------
MARCH 31, 1998 1997 1996 1995
----------------------- ----------------------- ----------------------- -----------------------
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(2)........ $28,660,853 100.00% $28,888,003 100.00% $22,119,202 100.00% $17,411,514 100.00%
=========== ====== =========== ====== =========== ====== =========== ======
Receivables Delinquent:
35-64 days............ $ 404,736 1.41% $ 425,464 1.47% $ 359,275 1.62% $ 219,240 1.26%
65-94 days............ 273,669 0.95 275,747 0.96 250,468 1.13 130,088 0.75
95 or more days(3).... 580,926 2.03 584,050 2.02 475,115 2.15 231,315 1.32
----------- ------ ----------- ------ ----------- ------ ----------- ------
Total................. $ 1,259,331 4.39% $ 1,285,261 4.45% $ 1,084,858 4.90% $ 580,643 3.33%
=========== ====== =========== ====== =========== ====== =========== ======
</TABLE>
- --------
(1) The information set forth in the table above is stated on a basis
consistent with the Bank's current fiscal year. The Bank changed its fiscal
year end from June 30 to December 31 in connection with the FUSA/BANC ONE
Merger.
(2) The Receivables Outstanding on the accounts consist of all amounts due from
cardholders as posted to the accounts.
(3) The amount of Receivables Delinquent 95 or more days for each of the
periods shown is stated on a basis consistent with the Bank's current
policy of charging off an account immediately prior to the end of the sixth
billing cycle after having become contractually past due. Its prior policy,
which applied during the periods shown above, was to charge off accounts
immediately prior to the end of the seventh billing cycle after having
become contractually past due.
LOSS EXPERIENCE
BANK PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31, (1)
MARCH 31, -------------------------------------
1998 1997 1996 1995
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Average Receivables
Outstanding(2)............ $28,886,506 $24,918,928 $18,986,458 $13,497,080
Gross Charge-Offs(3)....... 419,152 1,350,863 895,267 416,406
Gross Charge-Offs as a
percentage of Average
Receivables
Outstanding(4)............ 5.88% 5.42% 4.72% 3.09%
Recoveries(5).............. 45,062 122,234 61,787 23,597
Net Losses(5).............. 374,090 1,228,629 833,480 392,809
Net Losses as a percentage
of Average Receivables
Outstanding(4)............ 5.25% 4.93% 4.39% 2.91%
</TABLE>
- --------
(1) The information set forth in the table above is stated on a basis
consistent with the Bank's current fiscal year. The Bank changed its
fiscal year end from June 30 to December 31 in connection with the
FUSA/BANC ONE Merger.
(2) Average Receivables Outstanding is the average daily receivables during
the periods indicated.
(3) 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.
(4) Annualized.
(5) Recoveries are included in the Trust as of July 1, 1996. Net Losses for
each of the periods shown are stated on a basis consistent with the Bank's
current policy of charging off an account immediately prior to the end of
the sixth billing cycle after having become contractually past due. Its
prior policy, which applied during the periods shown above, was to charge
off accounts immediately prior to the end of the seventh billing cycle
after having become contractually past due.
7
<PAGE>
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>
YEAR ENDED
THREE MONTHS DECEMBER 31,
ENDED -------------------
MARCH 31, 1998 1997 1996 1995
-------------- ----- ----- -----
<S> <C> <C> <C> <C>
Lowest Month................................ 13.38% 11.73% 10.16% 9.86%
Highest Month............................... 15.49 14.99 11.86 11.73
Monthly Average............................. 14.24 13.03 11.18 10.90
</TABLE>
RECEIVABLE YIELD CONSIDERATIONS
The portfolio yield on the Bank Portfolio for each of the three years
contained in the period ended December 31, 1997 and for the three months ended
March 31, 1998 is set forth in the table below. 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 years contained in the period
ended December 31, 1997 and for the three months ended March 31, 1998,
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 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. 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>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------
MARCH 31, 1998 1997 1996 1995
-------------- ------- ------- -------
<S> <C> <C> <C> <C>
Average account monthly accrued fees
and charges (1)(2).................. $40.03 $39.90 $ 36.82 $32.35
Average account balance(3)........... 2,844 2,959 2,799 2,580
Portfolio yield from fees and charges
(1)(4).............................. 16.89% 16.18% 15.79% 15.04%
</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.
8
<PAGE>
The increase in portfolio yield for the years ended December 31, 1996 and
December 31, 1997 and for the three months ended March 31, 1998 reflects
changes in the overall pricing distribution of the Bank Portfolio. 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 pursuant to direct solicitations of low-rate, no annual
fee credit cards, with on average a lower introductory rate, 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 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 April 2, 1998 and May 4, 1998), as of the close of business on
March 31, 1998, consisted of $27,457,822,331 of principal Receivables and
$804,449,866 of finance charge Receivables. On the Closing Date, the
Transferor will deposit $ into the Finance Charge Account, which will be
applied as collections of finance charge Receivables received during the
initial Monthly Period and allocated to Series 1998-1. The Accounts, including
such additional Accounts, had an average principal Receivable balance of
$1,619 (including accounts with a zero balance) and an average credit limit of
$8,328. The percentage of the aggregate total Receivable balance to the
aggregate total credit limit was 20.0%.
As of March 31, 1998, 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 territories and
possessions. As of March 31, 1998, 74% of the Accounts, including such
additional Accounts, were premium accounts and 26% 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
85% and 15%, respectively.
The following tables summarize the Trust Portfolio (including the additional
Accounts added to the Trust on April 2, 1998 and May 4, 1998) by various
criteria as of the close of business on March 31, 1998. 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.......... 296,058 1.7% $ (57,932,055) (0.2)%
No Balance.............. 6,948,510 41.0 0 0.0
$0.01 to $2,000.00...... 5,136,444 30.3 3,202,363,502 11.3
$2,000.01 to $5,000.00.. 2,595,140 15.3 9,117,892,489 32.3
$5,000.01 to $10,000.00. 1,617,614 9.5 11,232,484,895 39.7
$10,000.01 or More...... 362,692 2.2 4,767,463,366 16.9
---------- ----- --------------- -----
TOTAL............... 16,956,458 100.0% $28,262,272,197 100.0%
========== ===== =============== =====
</TABLE>
9
<PAGE>
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....... 1,427,432 8.4% $ 546,374,185 1.9%
$2,000.01 to $5,000.00... 4,141,480 24.4 5,485,929,965 19.4
$5,000.01 to $10,000.00.. 6,422,914 37.9 11,314,570,724 40.0
$10,000.01 or More....... 4,964,632 29.3 10,915,397,323 38.7
---------- ----- --------------- -----
TOTAL................ 16,956,458 100.0% $28,262,272,197 100.0%
========== ===== =============== =====
</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........... 16,367,144 96.5% $25,678,470,686 90.8%
Up to 34 Days............ 343,361 2.0 1,354,182,545 4.8
35 to 64 Days............ 86,154 0.5 394,004,942 1.4
65 to 94 Days............ 53,396 0.3 267,319,915 1.0
95 or More Days ......... 106,403 0.7 568,294,109 2.0
---------- ----- --------------- -----
TOTAL................ 16,956,458 100.0% $28,262,272,197 100.0%
========== ===== =============== =====
</TABLE>
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.................. 3,404,801 20.1% $ 4,917,772,749 17.4%
Over 6 Months to 12
Months.................. 3,423,810 20.2 5,319,569,091 18.8
Over 12 Months to 24
Months.................. 2,828,449 16.7 4,778,789,601 16.9
Over 24 Months to 36
Months.................. 2,850,301 16.8 5,595,317,133 19.8
Over 36 Months to 48
Months.................. 2,018,548 11.9 3,751,866,807 13.3
Over 48 Months to 60
Months.................. 1,111,281 6.6 1,786,977,395 6.3
Over 60 Months........... 1,319,268 7.7 2,111,979,421 7.5
---------- ----- --------------- -----
TOTAL................ 16,956,458 100.0% $28,262,272,197 100.0%
========== ===== =============== =====
</TABLE>
10
<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.................. 185,483 1.1% $ 331,601,565 1.2%
Alaska................... 39,099 0.2 84,140,574 0.3
Arizona.................. 293,222 1.7 508,090,909 1.8
Arkansas................. 141,400 0.8 225,436,800 0.8
California............... 2,074,717 12.2 3,848,079,937 13.6
Colorado................. 290,663 1.7 495,852,450 1.8
Connecticut.............. 248,313 1.5 424,350,047 1.5
Delaware................. 54,998 0.3 78,412,231 0.3
District of Columbia..... 32,553 0.2 60,386,591 0.2
Florida.................. 1,117,005 6.6 1,850,229,653 6.5
Georgia.................. 385,629 2.3 722,052,611 2.6
Hawaii................... 76,193 0.4 146,039,927 0.5
Idaho.................... 76,561 0.5 128,154,949 0.5
Illinois................. 791,745 4.7 1,235,420,013 4.4
Indiana.................. 271,243 1.6 414,907,970 1.5
Iowa..................... 23,715 0.1 30,802,178 0.1
Kansas................... 163,443 1.0 257,938,680 0.9
Kentucky................. 193,104 1.1 284,079,848 1.0
Louisiana................ 320,315 1.9 498,182,991 1.8
Maine.................... 71,879 0.4 110,939,693 0.4
Maryland................. 376,938 2.2 677,181,445 2.4
Massachusetts............ 558,829 3.3 781,834,409 2.8
Michigan................. 563,311 3.3 947,781,421 3.4
Minnesota................ 237,356 1.4 330,206,419 1.2
Mississippi.............. 116,273 0.7 193,193,980 0.7
Missouri................. 321,819 1.9 490,861,626 1.7
Montana.................. 64,310 0.4 104,250,777 0.4
Nebraska................. 106,325 0.6 142,734,578 0.5
Nevada................... 134,223 0.8 263,032,648 0.9
New Hampshire............ 80,807 0.5 131,707,606 0.5
New Jersey............... 656,851 3.9 1,047,667,394 3.7
New Mexico............... 110,603 0.7 181,342,032 0.6
New York................. 1,241,164 7.3 2,066,010,510 7.3
North Carolina........... 347,485 2.0 592,914,091 2.1
North Dakota............. 38,173 0.2 52,016,008 0.2
Ohio..................... 696,099 4.1 1,079,530,646 3.8
Oklahoma................. 273,564 1.6 421,964,018 1.5
Oregon................... 237,802 1.4 412,102,281 1.5
Pennsylvania............. 754,545 4.4 1,047,224,842 3.7
Rhode Island............. 74,189 0.4 114,585,065 0.4
South Carolina........... 167,571 1.0 275,758,259 1.0
South Dakota............. 40,244 0.2 61,229,154 0.2
Tennessee................ 203,922 1.2 331,382,254 1.2
Texas.................... 1,478,894 8.7 2,668,042,214 9.4
Utah..................... 112,935 0.7 173,069,156 0.6
Vermont.................. 37,190 0.2 57,833,694 0.2
Virginia................. 441,234 2.6 778,009,091 2.8
Washington............... 397,558 2.3 746,862,178 2.6
West Virginia............ 97,879 0.6 153,626,041 0.5
Wisconsin................ 61,557 0.5 77,125,182 0.2
Wyoming.................. 33,996 0.3 51,652,951 0.1
Other U.S. territories
and possessions......... 41,532 0.3 74,440,610 0.2
---------- ----- --------------- -----
TOTAL.................. 16,956,458 100.0% $28,262,272,197 100.0%
========== ===== =============== =====
</TABLE>
Since the largest number of cardholders (based on billing addresses) whose
accounts were included in the Trust as of March 31, 1998 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.
11
