UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-K

 
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2018
or

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period ___________ to ___________

Commission File Number of issuing entity: 333-228572
Central Index Key Number of issuing entity: 0001128250
BA CREDIT CARD TRUST*
  
Commission File Number of issuing entity: 333-228572-02
Central Index Key Number of issuing entity: 0000936988
BA MASTER CREDIT CARD TRUST II
(Exact name of issuing entity as specified in its charter)
(Issuer of the Notes)
  
(Exact name of issuing entity as specified in its charter)
(Issuer of the Collateral Certificate)

 
Commission File Number of depositor: 333-228572-01
Central Index Key Number of depositor: 0001370238
BA CREDIT CARD FUNDING, LLC
(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor: 0001102113
BANK OF AMERICA, NATIONAL ASSOCIATION
(Exact name of sponsor as specified in its charter)

 
Delaware
  
Delaware
(State or other jurisdiction of incorporation
or organization of the issuing entity)
  
(State or other jurisdiction of incorporation
or organization of the issuing entity)
     
c/o BA Credit Card Funding, LLC
1020 North French Street
DE5-002-01-05
Wilmington, DE 19884
  
c/o BA Credit Card Funding, LLC
1020 North French Street
DE5-002-01-05
Wilmington, DE 19884
(Address of principal executive offices
of issuing entity)
  
(Address of principal executive offices
of issuing entity)
     
(980) 683-4915
  
(980) 683-4915
(Telephone number, including area code)
  
(Telephone number, including area code)
     
N/A
  
N/A
(I.R.S. Employer Identification No.)
  
(I.R.S. Employer Identification No.)
     
 
 
Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No  [Rule 405 of Regulation S-T is not applicable.]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒  [Item 405 of Regulation S-K is not applicable.]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐  Accelarated Filer  ☐
Non-accelerated filer   ☒ (Do not check if a smaller reporting company) Smaller reporting company  ☐
    Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                                                                    
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  ☐    No  ☒
 
Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

*
In accordance with relevant regulations of the Securities and Exchange Commission (the “Commission”), the depositor files annual and other reports with the Commission in respect of BA Credit Card Trust and BA Master Credit Card Trust II under the Central Index Key (CIK) number (0001128250) for BA Credit Card Trust.

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 Safety Disclosures.

Not Applicable.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

The primary asset of BA Credit Card Trust is the collateral certificate, Series 2001-D, representing an undivided interest in BA Master Credit Card Trust II, whose assets include the receivables arising in a portfolio of unsecured consumer revolving credit card accounts. BA Master Credit Card Trust II, therefore, may be considered a significant obligor in relation to BA Credit Card Trust. Pursuant to Instruction 2.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of BA Master Credit Card Trust II has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by BA Master Credit Card Trust II do not include any significant obligors.

Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).

Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB: Legal Proceedings.

Industry Developments

Bank of America, National Association (“BANA”) issues credit cards on MasterCard’s and Visa’s networks.  MasterCard and Visa are subject to settlement obligations relating to certain litigations and continue to be subject to significant ongoing litigations, including class actions, and increased competition.  These settlements and litigations are based on, among other things, claimed violations of United States federal antitrust laws, claims that currency conversion fees were wrongly applied on purchases of goods and services in foreign countries, and claims alleging that the interchange charged by MasterCard and Visa is impermissible.  The costs associated with these settlements, litigations and other matters could cause MasterCard and Visa to invest less in their networks and marketing efforts and could adversely affect the interchange paid to their member banks, including BANA.

Litigation

In 2005, a group of merchants filed a series of putative class actions and individual actions directed at interchange fees associated with Visa and MasterCard payment card transactions.  These actions, which were consolidated in the U.S. District Court for the Eastern District of New York under the caption In Re Payment Card Interchange Fee and Merchant Discount Anti‑Trust Litigation (Interchange), named Visa, MasterCard and several banks and bank holding companies, including Bank of America Corporation (“BAC”), as defendants.  Plaintiffs alleged that defendants conspired to fix the level of default interchange rates and that certain rules of Visa and MasterCard related to merchant acceptance of payment cards at the point of sale were unreasonable restraints of trade.  Plaintiffs sought compensatory and treble damages and injunctive relief.

2
On October 19, 2012, defendants reached a settlement with respect to the putative class actions that was approved by the District Court on December 13, 2013 but the U.S. Court of Appeals for the Second Circuit rejected that settlement.  In 2018, defendants reached a settlement with the representatives of the putative Rule 23(b)(3) damages class to contribute an additional $900 million to the approximately $5.3 billion held in escrow from the prior settlement.  BAC’s additional contribution is not material to BAC.  The District Court granted preliminary approval of the settlement with the putative Rule 23(b)(3) damages class in January 2019.  The putative Rule 23(b)(2) class action seeking injunctive relief is pending.

Following District Court approval of the class settlement agreement in December 2013, a number of the class members opted out of the settlement, and many filed individual actions against the defendants. BAC was named as a defendant in one such individual action, as well as one action brought by cardholders alleging claims under the Sherman Act and under California state law. In addition, a number of these individual actions were filed that do not name BAC as a defendant. As a result of various loss-sharing agreements, however, BAC remains liable for any settlement or judgment in these individual suits where it is not named as a defendant.

On November 26, 2014, the District Court granted defendants’ motion to dismiss the Sherman Act claim in the cardholder action, and on February 26, 2016, the court dismissed plaintiffs’ California state law claims. The plaintiffs appealed these decisions to the U.S. Court of Appeals for the Second Circuit. On October 17, 2016, the Second Circuit affirmed the dismissal of plaintiffs’ complaint and, on October 31, 2016, it denied plaintiffs’ petition for rehearing en banc.

Legal Proceedings Involving The Bank of New York Mellon

In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.

The Bank of New York Mellon has provided us with the information in the paragraph above in response to the requirements of Regulation AB.  Other than the above paragraph and the information concerning The Bank of New York Mellon specified in this Form 10-K under the caption Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria and in Exhibit 33.2 to this Form 10-K, The Bank of New York Mellon has not participated in the preparation of, and is not responsible for, any other information contained in this Form 10-K.

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.
3
PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 10:
Directors, Executive Officers and Corporate Governance.
Item 11:
Executive Compensation.
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13:
Certain Relationships and Related Transactions, and Director Independence.
Item 14:
Principal Accountant Fees and Services.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.

Each of BANA, with respect to itself and its affiliated servicing participants, and The Bank of New York Mellon (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust.  Each Servicing Participant has completed a report on assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K.  In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment.  Each Attestation Report is attached as an exhibit to this Form 10-K.  We have not independently verified the accuracy of The Bank of New York Mellon’s assertions or the related attestations of its registered independent public accounting firm.

A Servicing Participant may engage one or more vendors to perform specific and limited activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant.  Each Servicing Participant indicates that it has instituted policies and procedures to monitor whether its vendors’ activities comply in all material respects with such servicing criteria, and has elected to take responsibility for assessing compliance with the servicing criteria applicable to its vendors’ activities in such Servicing Participant’s Report on Assessment.

No Report on Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material deficiency in such Servicing Participant’s policies and procedures to monitor vendor compliance.

Platform-Level Reports:

Regulations of the SEC require that each servicing participant complete a report on assessment at a “platform” level, meaning that the transactions covered by the report on assessment should include all asset-backed securities transactions involving such servicing participant that are backed by the same asset type.  Subsequent guidance from the SEC staff identifies additional parameters that a servicing participant may apply to define and further limit its platform.  For example, a servicing participant may define its platform to include only transactions that were completed on or after January 1, 2006 (the effective date for Regulation AB) and that were registered with the SEC pursuant to the Securities Act of 1933.  Each servicing participant is responsible for defining its own platform, and each platform will naturally differ based on various factors, including the servicing participant’s business model, the transactions in which it is involved and the range of activities performed in those transactions.

Item 1123 of Regulation AB: Servicer Compliance Statement.

BANA has been identified by the registrant as a servicer with respect to the pool assets held by each of BA Master Credit Card Trust II and BA Credit Card Trust.  BANA has provided a statement of compliance with the related servicing agreement (the “Compliance Statement”), signed by an authorized officer of BANA.  The Compliance Statement is attached as an exhibit to this Form 10-K.

4
PART IV
Item 15.
Exhibits and Financial Statement Schedules.

 
(a)(1)
Not Applicable.
 
(a)(2)
Not Applicable.
 
(a)(3)
Not Applicable.
 
(b)
Exhibits

Exhibit Index

Exhibit
Number
  
Description
     
 
Second Amended and Restated Limited Liability Company Agreement of BA Credit Card Funding, LLC (included as Exhibit 3.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference).
     
 
Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
First Amendment to Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 9, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 9, 2016, which is incorporated herein by reference).
     
 
Fifth Amended and Restated Series 2001-D Supplement to Fourth Amended and Restated Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of December 17, 2015 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Fourth Amended and Restated Trust Agreement of the BA Credit Card Trust, dated as of October 1, 2014 (included in Exhibit 4.3 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference).
     
 
First Amendment to Fourth Amended and Restated Trust Agreement, dated as of December 17, 2015 (included in Exhibit 4.6 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Fourth Amended and Restated Indenture, dated as of December 17, 2015 (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Third Amended and Restated BAseries Indenture Supplement, dated as of December 17, 2015 (included in Exhibit 4.5 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Asset Representations Review Agreement, dated as of December 17, 2015 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).

5
 
First Amendment to Asset Representations Review Agreement, dated as of May 25, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 25, 2016, which is incorporated herein by reference).
     
 
Dispute Resolution Agreement, dated as of December 17, 2015 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Second Amended and Restated Receivables Purchase Agreement (included as Exhibit 4.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference).
     
 
First Amendment to Second Amended and Restated Receivables Purchase Agreement (included as Exhibit 4.1 to the registrant’s Form 8-K filed with the Securities and Exchange Commission on December 18, 2015, which is incorporated herein by reference).
     
 
Class A(2004-3) Terms Document, dated as of March 17, 2004 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2004, which is incorporated herein by reference).
     
 
Omnibus Amendment to the Class A Terms Documents, dated as of January 8, 2007 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on January 8, 2007, which is incorporated herein by reference).
     
 
Omnibus Amendment to the Class A(2004-3) Terms Document, dated as of April 14, 2009 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2009, which is incorporated herein by reference).
     
 
Omnibus Addendum to the Class A(2004-3) Terms Document, dated as of March 31, 2010 (included in Exhibit 4.7 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference).
     
 
Omnibus Addendum to the Class B(2010-1) Terms Document, dated as of March 31, 2010 (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2010, which is incorporated herein by reference).
     
 
Class A(2014-1) Terms Document, dated as of February 13, 2014 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 13, 2014, which is incorporated herein by reference).
     
 
Class A(2015-1) Terms Document, dated as of February 6, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2015, which is incorporated herein by reference).
     
 
Class A(2015-2) Terms Document, dated as of April 29, 2015 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2015, which is incorporated herein by reference).
     
 
Class A(2016-1) Terms Document, dated as of June 10, 2016 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on June 10, 2016, which is incorporated herein by reference).
     
 
Class A(2017-1) Terms Document, dated as of March 30, 2017 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on March 30, 2017, which is incorporated herein by reference).

6
 
Class A(2017-2) Terms Document, dated as of August 24, 2017 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 24, 2017, which is incorporated herein by reference).
     
 
Class A(2018-1) Terms Document, dated as of February 23, 2018 (included in Exhibit 4.2 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2018, which is incorporated herein by reference).
     
 
Class A(2018-2) Terms Document, dated as of May 17, 2018 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on May 17, 2018, which is incorporated herein by reference).
     
 
Class A(2018-3) Terms Document, dated as of August 16, 2018 (included in Exhibit 4.1 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on August 16, 2018, which is incorporated herein by reference).
     
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
Report on Assessment of Compliance with Servicing Criteria for Bank of America, National Association and its affiliated servicing participants.
     
 
Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon as of, and for the twelve months ended, December 31, 2018.
     
 
Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to Bank of America, National Association and its affiliated servicing participants.
     
 
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon filed as Exhibit 33.2.
     
 
Servicer Compliance Statement of Bank of America, National Association.
     
 
Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of October 1, 2014, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.8 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2014, which is incorporated herein by reference).
     
 
First Amendment to Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July 8, 2015, between Bank of America, National Association and BA Credit Card Funding, LLC (included in Exhibit 4.4 to the registrant’s Form 8-K, as filed with the Securities and Exchange Commission on July 8, 2015, which is incorporated herein by reference).

 
(c)
Not Applicable.

Item 16.
Form 10-K Summary.

Not applicable.

7
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
BA Credit Card Trust
     
  By:
Bank of America, National Association,
as Servicer
     
 
By:
/s/ Joseph L. Lombardi
   
Name:
 Joseph L. Lombardi
   
Title:
Vice President
       
   
(senior officer in charge of the servicing function)
     
 
Date:  March 26, 2019