**
 

 

**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, 2021**

 
****☐********
**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: 333-239581**

**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: 333-239581-01**

**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. EmployerIdentification 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 entities)** **(Zip Code)**
**(302) 282-6545**

**(Telephone number, including area code)**

**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 ofclass)**

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 isnot 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 SecuritiesExchange 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 registranthas 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 shorterperiod 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, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” 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 extendedtransition 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 is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒ 

State the aggregate market value of the votingand 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 ofsuch common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 

The registrant hadno 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 bankingassociation, 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 Banksucceeded 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 contextotherwise 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 2.  Properties.Item 3.  Legal Proceedings.
**Item 1B. Unresolved Staff Comments.**

Not Applicable. 

**Item 4. Mine SafetyDisclosures.**

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) ofRegulation AB: Certain Derivatives Instruments (Financial Information).**

Not Applicable. 

 
2 

**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. Theselawsuits challenge certain policies and practices of JPMorgan Chase Bank’s credit card business. A few of these lawsuits have been conditionally certified as class actions. JPMorgan Chase Bank has defended itself against claims in the past andintends 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 effecton the credit card receivables. 

In July 2015, JPMorgan Chase Bank and Chase BankCard Services, Inc. entered into a consent order with theConsumer Financial Protection Bureau (“CFPB”) regarding practices involving credit card collections litigation, including with respect to sworn documents, and the sale of consumer credit card debt. JPMorgan Chase Bank and Chase BankCardServices, Inc. (which subsequently merged into JPMorgan Chase Bank) have implemented the requirements of the CFPB consent order. 

JPMorganChase Bank does not expect that the CFPB consent order has adversely affected the payment of principal or interest by the Issuing Entity on the offered notes. 

***Industry Litigation***

Starting in June 2005, groups of merchants and retail associations filed a series of class action complaints alleging that Visa and Mastercard,as well as certain banks, including JPMorgan Chase Bank, conspired to set the price of credit and debit card interchange fees and enacted related rules in violation of antitrust laws. The cases were consolidated in the U.S. District Court for theEastern District of New York (the “District Court”). 

In 2012, the parties initially settled the cases for a cash payment, atemporary reduction of credit card interchange, and modifications to certain credit card network rules. In 2017, after the approval of that settlement was reversed on appeal, the case was remanded to the District Court for further proceedingsconsistent with the appellate decision. 

The original class action was divided into two separate actions, one seeking primarily monetaryrelief and the other seeking primarily injunctive relief. In September 2018, the parties to the monetary class action finalized an agreement which amends and supersedes the prior settlement agreement. Pursuant to this settlement, the defendantscollectively contributed an additional $900 million to the approximately $5.3 billion previously held, in escrow from the original settlement. In December 2019, the amended settlement agreement was approved by the District Court. Certain merchantsappealed the District Court’s approval order, and those appeals are pending. Based on the percentage of merchants that opted out of the amended class settlement, $700 million has been returned to the defendants from the settlement escrow inaccordance with the settlement agreement. The injunctive class action continues separately, and in September 2021, the District Court granted plaintiffs’ motion for class certification in part, and denied the motion in part. 

In addition, certain merchants have filed individual actions raising similar allegations against Visa and Mastercard, as well as againstJPMorgan Chase Bank and other banks, and some of those actions remain pending. 

***Litigation Regarding Wells Fargo Bank, NationalAssociation***

In December 2014, Phoenix Light SF Limited and certain related entities and the National Credit Union Administrationfiled complaints in the United States District Court for the Southern District of New York against Wells Fargo Bank, National Association (“Wells Fargo Bank”), alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities (“RMBS”) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International and IKB Deutsche Industriebank in NewYork 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 enforcerepurchase 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. Wells Fargo Bankpreviously settled two class action lawsuits with similar allegations that were filed in November 2014 and December 2016 by institutional investors in the Southern District of New York and New York state court, respectively. 

In addition to the foregoing cases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis RealEstate Holdings, LLC (“Natixis”) filed a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches ofrepresentations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary servicer or securitiesadministrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to performdefault oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank notice of their representation and warranty breaches. 

With respect to each of the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts. 

 
3 

**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.  Selected Financial Data.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 RegardingForeign Jurisdictions that Prevent Inspections.**

None 

**PART III**

**The following Items havebeen 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 inreliance on the Instruction to Item 1119. 

 
4 

**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 “ServicingParticipant”) 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, NationalAssociation 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 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 completeda 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, 2021, which Reports onAssessment 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 independentpublic 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 theservicing 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 andincluding January 1, 2021 through and including December 31, 2021 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.

 
5 

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules.**

(a)(1) Not Applicable. 

(a)(2) Not Applicable. 

(a)(3) See Item 15(b) below. 

(b) Exhibits Required by Item 601of Regulation S-K

 

Exhibit Number
  
Description
  3.1  Articles of Association of JPMorgan Chase Bank, National Association, amended and restated as of April 19, 2016.   3.2  Composite By-laws of JPMorgan Chase Bank, National Association, dated January 16, 2018.  4.1  Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016, by and among Chase Bank USA, National Association, Chase Card Funding LLC, Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 4.5 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.2  Fourth Amended and Restated Indenture, dated as of January 20, 2016, by and between Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.3  Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016, by and between Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 4.2 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.4  Second Amended and Restated Indenture Supplement, dated as of January 20, 2016, by and between Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 4.3 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference). 
 
6 

  4.5  Fourth Amended and Restated Trust Agreement, dated as of January 20, 2016, by and between Chase Card Funding LLC and Wilmington Trust Company (included in Exhibit 4.6 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.6  Assignment and Assumption Agreement, dated as of January 20, 2016, by and between Chase Bank USA, National Association and Chase Card Funding LLC (included in Exhibit 4.12 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.7  Receivables Purchase Agreement, dated as of January 20, 2016, by and between Chase Bank USA, National Association and Chase Card Funding LLC (included in Exhibit 4.4 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.8  Second Amended and Restated Limited Liability Agreement of Chase Card Funding LLC, dated as of January 20, 2016, by Chase Bank USA, National Association (included in Exhibit 3.2 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 22, 2016, which is incorporated herein by reference).   4.9  Amended and Restated Asset Representations Review Agreement, dated as of April 29, 2016, between Chase Bank USA, National Association and FTI Consulting, Inc. (included in Exhibit 4.7 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 2, 2016, which is incorporated herein by reference).   4.10  Assignment and Assumption Agreement (RPA), dated May 17, 2019, by and between JPMorgan Chase Bank, National Association and Chase Bank USA, National Association (included in Exhibit 10.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 20, 2019, which is incorporated herein by reference).   4.11  Assignment and Assumption Agreement (TSA), dated May 17, 2019, by and between JPMorgan Chase Bank, National Association and Chase Bank USA, National Association (included in Exhibit 10.2 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 20, 2019, which is incorporated herein by reference). 
 
7 

  4.12.1  Class A(2012-7) Terms Document, dated as of October 9, 2012 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 9, 2012, which is incorporated herein by reference).   4.12.2  Class A(2014-2) Terms Document, dated as of April 2, 2014 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 2, 2014, which is incorporated herein by reference).   4.12.3  Class A(2016-3) Terms Document, dated as of June 23, 2016 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on June 23, 2016, which is incorporated herein by reference).   4.12.4  Class A(2017-2) Terms Document, dated as of March 15, 2017 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 16, 2017, which is incorporated herein by reference).   4.12.5  Class A(2018-1) Terms Document, dated as of May 10, 2018 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 11, 2018, which is incorporated herein by reference).   4.12.6  Class A(2020-1) Terms Document, dated as of February 18, 2020 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 19, 2020, which is incorporated herein by reference).   4.12.7  Class B(2017-1) Terms Document, dated as of August 10, 2017 (included in Exhibit 4.1 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2017, which is incorporated herein by reference).   4.12.8  Class C(2017-1) Terms Document, dated as of August 10, 2017 (included in Exhibit 4.2 to registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2017, which is incorporated herein by reference). 31.1  Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification).
 
8 

33.1  Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of JPMorgan Chase Bank, National Association. 33.2  Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Wells Fargo Bank, National Association. 33.3  Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Computershare Trust Company, National Association. 34.1  Independent Accountants’ Attestation Report concerning servicing activities of JPMorgan Chase Bank, National Association. 34.2  Independent Accountants’ Attestation Report concerning servicing activities of Wells Fargo Bank, National Association. 34.3  Independent Accountants’ Attestation Report concerning servicing activities of Computershare Trust Company, National Association. 35.1  Servicer Compliance Statement of JPMorgan Chase Bank, National Association as servicer for the Issuing Entity. 
 
(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 SECURITIESPURSUANT TO SECTION 12 OF THE ACT. 

No annual report to security holders or proxy statement, form of proxy or other proxy soliciting material has beensent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 
9 

**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 itsbehalf by the undersigned, thereunto duly authorized. 

 
  
**CHASE ISSUANCE TRUST**

****(Issuing Entity)
Date: March 30, 2022  By: 
**CHASE CARD FUNDING LLC,**

asDepositor
   /s/ Simon Braeutigam   Name: Simon Braeutigam   
Title: Chief Executive Officer

(senior officerof Chase Card Funding LLC in charge of securitization)