UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2002
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Transition period ______________________________
Commission file number: 333-59424-02
MBNA AMERICA BANK, NATIONAL ASSOCIATION
on behalf of the
MBNA CREDIT CARD MASTER NOTE TRUST
(Exact name of registrant as specified in its charter)
United States of America 51-0331-454
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
Wilmington, DE. 19884-0781
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(800) 362-6255
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 WHETHER THE REGISTRANT HAS (1) 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.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 II of the Form 10-K or any amendment to this form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant's most recently completed second fiscal quarter.
Registrant has no voting stock or class of common stock outstanding as of the date of this report.
Registrant has not been involved in bankruptcy proceedings during the preceding five years.
Registrant is not reporting as a corporate issuer.
Documents incorporated by reference:
No documents are being incorporated by reference
INTRODUCTORY NOTE
-----------------
MBNA America Bank, National Association ("MBNA") is the originator of the MBNA Master Credit Card Trust II and is seller and servicer
under the Pooling and Servicing Agreement (the "Agreement"), dated as of August 4, 1994, and the Series 2001-D Supplement (the
"2001-D Supplement"), dated as of May 24, 2001, with the Agreement and the 2001-D Supplement providing for the issuance of the Series
2001-D Collateral Certificate (the "Certificate"). MBNA is the originator of the MBNA Credit Card Master Note Trust and is
beneficiary under the Indenture (the "Indenture") and the MBNAseries Indenture Supplement (the "Indenture Supplement") each dated as
of May 24, 2001, and the Terms Document for:
Class A (2001-1) dated as of May 31, 2001
Class A (2001-2) dated as of July 26, 2001
Class A (2001-3) dated as of August 8, 2001
Class A (2001-4) dated as of September 27, 2001
Class A (2001-5) dated as of November 8, 2001
Class A (2002-1) dated as of January 31, 2002
Class A (2002-3) dated as of April 24, 2002
Class A (2002-4) dated as of May 9, 2002
Class A (2002-5) dated as of May 30, 2002
Class A (2002-6) dated as of June 26, 2002
Class A (2002-8) dated as of July 31, 2002
Class A (2002-9) dated as of July 31, 2002
Class A (2002-10) dated as of September 19, 2002
Class A (2002-12) dated as of November 19, 2002
Class A (2002-13) dated as of December 18, 2002
Class B (2001-1) dated as of May 24, 2001
Class B (2001-2) dated as of September 6, 2001
Class B (2002-1) dated as of February 28, 2002
Class B (2002-2) dated as of June 12, 2002
Class B (2002-3) dated as of August 29, 2002
Class B (2002-4) dated as of October 29, 2002
Class C (2001-1) dated as of May 24, 2001
Class C (2001-3) dated as of July 25, 2001
Class C (2001-4) dated as of September 6, 2001
Class C (2001-5) dated as of December 11, 2001
Class C (2002-1) dated as of February 28, 2002
Class C (2002-3) dated as of June 12, 2002
Class C (2002-4) dated as of August 29, 2002
Class C (2002-5) dated as of August 29, 2002
Class C (2002-6) dated as of October 29, 2002
Class C (2002-7) dated as of October 29, 2002
together the ("Terms Documents"), with the Indenture, Indenture Supplement and Terms Documents providing for the issuance of the
Class B(2001-1), Class C(2001-1), Class A(2001-1), Class C(2001-3), Class A(2001-2), Class A(2001-3), Class B(2001-2), Class
C(2001-4), Class A(2001-4), Class A(2001-5), and Class C(2001-5),Class A(2002-1), Class A(2002-3), Class A(2002-4), Class A(2002-5),
Class A(2002-6), Class A(2002-8), Class A(2002-9), Class A(2002-10), Class A(2002-12), Class A(2002-13), Class
B(2002-1), Class B(2002-2), Class B(2002-3), Class B(2002-4), Class C(2002-1), Class C(2002-3), Class C(2002-4), Class C(2002-5),
Class C(2002-6), Class C(2002-7), Notes (together, the "Notes"). The Certificate and the Notes do not represent obligations of or
interests in MBNA. In November 1988, MBNA made application under the Securities Exchange Act of 1934 for an exemption from certain
reporting requirements. On December 30, 1988, the staff of the Securities and Exchange Commission's Division of Corporation Finance
granted MBNA's exemption request, pursuant to which MBNA is not required to respond to various items of Form 10-K. Such items are
designated herein as "Not Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the Trust
are represented by a single Certificate registered in the name of
Cede and Co., the nominee of The Depository Trust Company.
Item 6. Selected Financial Data
- ------- -----------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- Results of Operations
---------------------------------------------------------------
Not Applicable
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
- -------- ---------------------------------------------------------
Not Applicable
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Not Applicable
Item 9. Changes In And Disagreements With Accountants On Accounting
- ------- And Financial Disclosure.
-----------------------------------------------------------
None
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Not Applicable
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
PART III
--------
Item 12. Security Ownership Of Certain Beneficial Owners And Management
- -------- --------------------------------------------------------------
(a) The Notes of the MBNAseries represent investors' interests in the Trust are represented by one or more Notes registered in the
name of Cede and Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not
entitled to receive a Note representing such interest except in certain limited circumstances. Accordingly, Cede and Co. is the sole
holder of record of Notes, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at
December 31, 2002. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. At
December 31, 2002, the following direct DTC participants held positions in Notes representing interests in the Trust equal to or
exceeding 5% of the total principal amount of the Notes of each Series outstanding on that date. The information on DTC participants
held positions is provided by DTC.
Aggregate
Amount of Percentage
Title Certificates Of
Class Name Held Ownership
- --------------- ---------------------------------------- ---------------- ------------
Series 2001-D
Class A(2001-1) Bank of New York (The) $ 218,033,000 21.80%
Boston Safe Deposit and Trust Company 126,356,000 12.64%
JPMorgan Chase Bank 297,212,000 29.72%
State Street Bank and Trust Company 81,192,000 8.12%
Class A(2001-2) Bank of New York (The) 110,000,000 22.00%
DBTC Americas/Deutsche Bank Frankfurt 180,000,000 36.00%
JPMorgan Chase Bank 170,000,000 34.00%
Class A(2001-3) Bank of New York (The) $ 79,651,000 7.97%
The Bank of New York/Barclays Capital-London 50,000,000 5.00%
Boston Safe Deposit and Trust Company 255,165,000 25.52%
Brown Brothers Harriman and Co. 53,000,000 5.30%
Citibank, N.A. 80,249,000 8.02%
Citibank Dealer - Tax Exempt Operations 59,440,000 5.94%
JPMorgan Chase Bank 247,000,000 24.70%
State Street Bank and Trust Company 132,580,000 13.26%
Class A(2001-4) Bank of New York (The) $ 168,805,000 16.88%
Boston Safe Deposit and Trust Company 190,715,000 19.07%
Investors Bank and Trust Company 68,815,000 6.88%
JPMorgan Chase Bank 262,405,000 26.24%
Merrill Lynch,Pierce,Fenner and Smith Safekeeping 50,000,000 5.00%
Northern Trust Company (The) 67,390,000 6.74%
State Street Bank and Trust Company 111,460,000 11.15%
Class A(2001-5) Citibank, N.A. $ 55,000,000 11.00%
JPMorgan Chase Bank 375,000,000 75.00%
U.S. Bank N.A. 50,000,000 10.00%
Class A (2002-1) Bank of New York (The) $ 247,775,000 24.78%
Boston Safe Deposit and Trust Company 100,145,000 10.01%
JPMorgan Chase Bank 215,750,000 21.58%
State Street Bank and Trust Company 106,990,000 10.70%
Class A (2002-3) Bank of New York (The) $ 124,650,000 16.62%
Citibank, N.A. 100,000,000 13.33%
JPMorgan Chase Bank 459,800,000 61.31%
Class A (2002-4) Bank of New York (The) $ 240,000,000 24.00%
Boston Safe Deposit and Trust Company 165,655,000 16.57%
Citibank, N.A. 70,000,000 7.00%
Deutsche Bank Trust Company Americas 75,110,000 7.51%
JPMorgan Chase Bank 190,000,000 19.00%
State Street Bank and Trust Company 101,060,000 10.11%
Class A (2002-5) Bank of New York (The) $ 44,500,000 5.93%
Citibank, N.A. 105,000,000 14.00%
HSBC Bank and Trust Company(Delaware),N.A. 40,000,000 5.33%
JPMorgan Chase Bank 178,250,000 23.77%
JPMorgan Chase Bank/CCS2 70,000,000 9.33%
State Street Bank and Trust Company 68,350,000 9.11%
U.S. Bank N.A. 132,000,000 17.60%
Wells Fargo Bank Minnesota, N.A. 65,000,000 8.67%
Class A (2002-6) Boston Safe Deposit and Trust Company $ 216,956,000 28.93%
JPMorgan Chase Bank 222,624,000 29.68%
Northern Trust Company (The) 43,990,000 5.87%
State Street Bank and Trust Company 102,460,000 13.66%
Class A (2002-8) Bank of New York (The) $ 195,000,000 48.75%
JPMorgan Chase Bank 114,000,000 28.50%
JPMorgan Chase Bank/CCS2 25,000,000 6.25%
Wells Fargo Bank Minnesota, N.A. 50,000,000 12.50%
Class A (2002-9) Bank of New York (The) $ 79,000,000 11.29%
Boston Safe Deposit and Trust Company 35,000,000 5.00%
JPMorgan Chase Bank 215,000,000 30.71%
State Street Bank and Trust Company 360,000,000 51.43%
Class A(2002-10) Bank of New York (The) $ 177,000,000 17.70%
Citibank Dealer - Tax Exempt Operations 100,000,000 10.00%
JPMorgan Chase Bank 223,000,000 22.30%
State Street Bank and Trust Company 189,000,000 18.90%
U.S. Bank N.A. 180,000,000 18.00%
Class A(2002-12) Bank of New York (The) $ 331,830,000 22.12%
Boston Safe Deposit and Trust Company 350,490,000 23.37%
Citibank Dealer - Tax Exempt Operations 100,000,000 6.67%
JPMorgan Chase Bank 199,295,000 13.29%
State Street Bank and Trust Company 365,240,000 24.35%
UBS AG 120,000,000 8.00%
Class A(2002-13) Boston Safe Deposit and Trust Company $ 100,000,000 20.00%
Citibank Dealer - Tax Exempt Operations 300,000,000 60.00%
Wachovia Bank N.A. - Phila. Main 27,500,000 5.50%
Class B(2001-1) Bank of New York (The) $ 51,150,000 20.46%
Boston Safe Deposit and Trust Company 65,250,000 26.10%
Bank of Tokyo-Mitsubishi Trust Company 15,000,000 6.00%
JPMorgan Chase Bank 60,000,000 24.00%
State Street Bank and Trust Company 51,750,000 20.70%
Class B(2001-2) Bank of New York (The) $ 70,000,000 28.00%
Boston Safe Deposit and Trust Company 75,000,000 30.00%
State Street Bank and Trust Company 90,000,000 36.00%
Class B(2002-1) Bank of New York (The) $ 22,200,000 8.88%
Boston Safe Deposit and Trust Company 79,400,000 31.76%
Citibank, N.A. 15,000,000 6.00%
Deutsche Bank Trust Company Americas 70,420,000 28.17%
JPMorgan Chase Bank 42,000,000 16.80%
Class B(2002-2) Boston Safe Deposit and Trust Company $ 27,282,000 10.91%
Deutsche Bank Trust Company Americas 15,921,000 6.37%
JPMorgan Chase Bank 12,675,000 5.07%
Merrill Lynch,Pierce,Fenner and Smith Safekeeping 67,834,000 27.13%
State Street Bank and Trust Company 109,810,000 43.92%
Class B(2002-3) Barclays Global Investors N.A./Investors Bank and Trust $ 150,000,000 60.00%
Bank of Tokyo-Mitsubishi Trust Company 75,000,000 30.00%
JPMorgan Chase Bank 15,000,000 6.00%
Class B(2002-4) Bank of Tokyo-Mitsubishi Trust Company $ 150,000,000 75.00%
Investors Bank and Trust Company 25,000,000 12.50%
JPMorgan Chase Bank 24,800,000 12.40%
Class C(2001-1) Boston Safe Deposit and Trust Company $45,000,000 18.00%
Bank of Tokyo-Mitsubishi Trust Company 47,500,000 19.00%
Deutsche Bank Trust Company Americas 15,000,000 6.00%
JPMorgan Chase Bank 71,500,000 28.60%
State Street Bank and Trust Company 41,635,000 16.65%
Class C(2001-3) Bank One Trust Company N.A./Public Employee Retirement $ 30,325,000 7.58%
Boston Safe Deposit and Trust Company 56,870,000 14.22%
Bank of Tokyo-Mitsubishi Trust Company 50,000,000 12.50%
JPMorgan Chase Bank 31,580,000 7.90%
Northern Trust Company (The) 24,400,000 6.10%
State Street Bank and Trust Company 110,647,000 27.66%
Wachovia Securities, Inc. 38,925,000 9.73%
Class C(2001-4) Deutsche Bank Trust Company Americas $ 200,000,000 80.00%
JPMorgan Chase Bank 15,000,000 6.00%
Sumitomo Trust and Banking CO. (U.S.A.) 20,000,000 8.00%
Class C(2001-5) Bank of New York (The) $ 25,700,000 17.13%
Deutsche Bank Trust Company Americas 80,750,000 53.83%
JPMorgan Chase Bank 10,000,000 6.67%
Lasalle Bank National Association 10,000,000 6.67%
State Street Bank and Trust Company 10,225,000 6.82%
Sumitomo Trust and Banking CO. (U.S.A.) 10,000,000 6.67%
Class C(2002-1) Bank of New York (The) $ 31,385,000 12.55%
Boston Safe Deposit and Trust Company 37,013,000 14.81%
Citibank, N.A. 20,000,000 8.00%
Deutsche Bank Trust Company Americas 39,310,000 15.72%
JPMorgan Chase Bank 55,825,000 22.33%
State Street Bank and Trust Company 32,760,000 13.10%
Class C(2002-3) Bank of New York (The) $ 12,000,000 6.00%
Citibank, N.A. 35,000,000 17.50%
JPMorgan Chase Bank 22,500,000 11.25%
Salomon Smith Barney Inc./Salomon Bros. 10,000,000 5.00%
UBS Warburg LLC/CMO 90,000,000 45.00%
Wells Fargo Bank Minnesota, N.A. 10,000,000 5.00%
Class C(2002-4) DBTC Americas/Dealer Clearance $ 15,000,000 15.00%
JPMorgan Chase Bank 80,000,000 80.00%
Sumitomo Trust and Banking CO. (U.S.A.) 5,000,000 5.00%
Class C(2002-5) Boston Safe Deposit and Trust Company $ 5,000,000 5.00%
Deutsche Bank Trust Company Americas 20,000,000 20.00%
Goldman, Sachs and Co. 34,000,000 34.00%
JPMorgan Chase Bank 10,000,000 10.00%
State Street Bank and Trust Company 26,382,000 26.38%
Class C(2002-6) Bank of New York (The) $ 3,000,000 6.00%
The Bank of New York/ Telebank 5,000,000 10.00%
Credit Suisse First Boston LLC 5,000,000 10.00%
Deutsche Bank Trust Company Americas 5,000,000 10.00%
Deutsche Bank Securities Inc. 4,000,000 8.00%
JPMorgan Chase Bank 20,000,000 40.00%
Lasalle Bank National Association 3,000,000 6.00%
Wachovia Bank N.A. 4,000,000 8.00%
Class C(2002-7) Bank of New York (The) $ 9,750,000 19.50%
JPMorgan Chase Bank 17,000,000 34.00%
Lasalle Bank National Association 4,000,000 8.00%
LBI - Lehman Government Securities Inc. (LBI) 13,000,000 26.00%
State Street Bank and Trust Company 5,000,000 10.00%
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
None
Item 14. Controls and Procedures
- -------- ----------------------------------------------
Not Applicable
PART IV
-------
Item 15. Exhibits, Financial Statement Schedules, And Reports On Form 8-K
- -------- ----------------------------------------------------------------
(a) The following documents are filed as part of this Report:
3. Exhibits:
3.1 MBNA America Bank, N.A. Composite Articles of Association as amended through November 6, 2002.
3.2 MBNA America Bank, N.A. Composite Bylaws as amended through May 30,2002.
99.01 Annual Accountant's reports each dated August 15, 2002 with respect to MBNA Master Credit Card Trust II and the MBNA Credit Card Master
Note Trust MBNA Series
Class B(2001-1), Class C(2001-1),Class A(2001-1),Class C(2001-3), Class A(2001-2), Class A(2001-3), Class B(2001-2), Class
C(2001-4), Class A(2001-4, Class A(2001-5),Class C(2001-5), Class A(2002-1), Class A(2002-3), Class A(2002-4), Class
A(2002-5), Class A(2002-6), Class B(2002-1), Class B(2002-2), Class C(2002-1), and Class C(2002-3).
The Annual Accountant's reports with respect to the MBNA Master Credit Card Trust II and the MBNA Credit Card Master Note
Trust MBNA Series
Class A(2002-8), Class A(2002-9), Class A(2002-10), Class A(2002-12), Class A(2002-13), Class B(2002-3),
Class B(2002-4), Class C(2002-4), Class C(2002-5), Class C(2002-6), and Class C(2002-7)
is not required until August 31, 2003.
99.02 Annual Servicer's Certificate dated August 15, 2002 with respect to the MBNA Master Credit Card Trust II and the
MBNA Credit Card Master Note Trust MBNA Series
Class B(2001-1), Class C(2001-1),Class A(2001-1),Class C(2001-3), Class A(2001-2), Class A(2001-3), Class B(2001-2), Class
C(2001-4), Class A(2001-4, Class A(2001-5),Class C(2001-5), Class A(2002-1), Class A(2002-3), Class A(2002-4), Class
A(2002-5), Class A(2002-6), Class B(2002-1), Class B(2002-2), Class C(2002-1), and Class C(2002-3).
The Annual Servicer's Certificate with respect to the MBNA Master Trust II and the MBNA Credit Card Note Trust MBNA Series
Class A(2002-8), Class A(2002-9), Class A(2002-10), Class A(2002-12), Class A(2002-13), Class B(2002-3),
Class B(2002-4), Class C(2002-4), Class C(2002-5), Class C(2002-6), and Class C(2002-7)
is not required until August 31, 2003.
(b) Three reports on Form 8-K were filed by the registrant for each month during the quarter ended December 31, 2002. These reports
filed on October 18, 2002, November 19, 2002, and December 17, 2002 included the following:
Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) See item 15(a) (3) above.
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.
MBNA Credit Card Master Note Trust (Registrant)
By: MBNA America Bank, National Association
As Servicer
Date: March 31, 2002 By: /s/Douglas O. Hart
-------------------------------
Douglas O. Hart
Senior Executive Vice President
Certification
I, Douglas O. Hart, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of the MBNA Credit Card Master Note Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement,
and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports,
the servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based
upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that
is included in these reports.
Date: March 31, 2003
/s/ Douglas O. Hart
Douglas O. Hart
Senior Executive Vice President