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: June 30, 2004
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-50316-02
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
(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 III 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
(the "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 A (2003-1) dated as of February 27, 2003
Class A (2003-2) dated as of March 26, 2003
Class A (2003-3) dated as of April 10, 2003
Class A (2003-4) dated as of April 24, 2003
Class A (2003-6) dated as of June 4, 2003
Class A (2003-7) dated as of July 8, 2003
Class A (2003-8) dated as of August 5, 2003
Class A (2003-9) dated as of September 24, 2003
Class A (2003-10) dated as of October 15, 2003
Class A (2003-11) dated as of November 6, 2003
Class A (2003-12) dated as of December 18, 2003
Class A (2004-2) dated as of February 25, 2004
Class A (2004-3) dated as of March 17, 2004
Class A (2004-4) dated as of April 15, 2004
Class A (2004-6) dated as of June 17, 2004
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 B (2003-1) dated as of February 20, 2003
Class B (2003-2) dated as of June 12, 2003
Class B (2003-3) dated as of August 20, 2003
Class B (2003-5) dated as of October 2, 2003
Class B (2004-1) dated as of April 1, 2004
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
Class C (2003-1) dated as of February 4, 2003
Class C (2003-2) dated as of February 12, 2003
Class C (2003-3) dated as of May 8, 2003
Class C (2003-5) dated as of July 2, 2003
Class C (2003-6) dated as of July 30, 2003
Class C (2003-7) dated as of November 5, 2003
Class C (2004-1) dated as of March 16, 2004
together the ("Terms Documents"), with the Indenture, Indenture Supplement and Terms Documents providing for the issuance of the
Class A(2001-1), Class A(2001-2), Class A(2001-3), Class A(2001-4), Class A(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 A(2003-1), Class A(2003-2), Class A(2003-3), Class A(2003-4), Class A(2003-6), Class A(2003-7), Class A(2003-8),
Class A(2003-9), Class A(2003-10), Class A(2003-11), Class A(2003-12), Class A(2004-2), Class A(2004-3), Class A(2004-4), Class
A(2004-6), Class B(2001-1), Class B(2001-2), Class B(2002-1), Class B(2002-2), Class B(2002-3), Class B(2002-4), Class B(2003-1),
Class B(2003-2), Class B(2003-3), Class B(2003-5), Class B(2004-1), Class C(2001-1), Class C(2001-3), Class C(2001-4), Class
C(2001-5), Class C(2002-1), Class C(2002-3), Class C(2002-4), Class C(2002-5), Class C(2002-6), Class C(2002-7), Class C(2003-1),
Class C(2003-2), Class C(2003-3), Class C(2003-5), Class C(2003-6), Class C(2003-7) and Class C(2004-1) Notes (together, the
"Notes"). Neither the Certificate nor the Notes 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, Related Stockholders
- ------- Matters and Issuer Purchases of Equity Securities.
------------------------------------------------------------
The Notes of each Series representing 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.
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 9A. Controls and Procedures.
- -------- ------------------------
Not Applicable
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- -------- ---------------------------------------------------
Not Applicable
Item 11. Executive Compensation.
- -------- -----------------------
Not Applicable
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 holds on behalf of brokers, dealers, banks and other direct participants in the DTC
system at June 30, 2004. Such direct participants may hold Notes for their own accounts or for the accounts of their customers.
At June 30, 2004, 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 one or more Series outstanding on that date, as indicated. 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) $157,013,000 15.70%
JPMorgan Chase Bank 301,898,000 30.19%
Mellon Trust of New England, National Association 75,742,000 7.57%
Northern Trust Company (The) 56,678,867 5.67%
State Street Bank and Trust Company 214,141,000 21.41%
Class A(2001-2) Bank of New York (The) $110,000,000 22.00%
DBTC Americas/Deutsche Bank Frankfurt 60,000,000 12.00%
Goldman, Sachs and Co. 30,000,000 6.00%
JPMorgan Chase Bank 185,000,000 37.00%
State Street Bank and Trust Company 45,000,000 9.00%
Class A(2001-3) Bank of New York (The) $148,548,000 14.85%
Citibank Dealer - Tax Exempt Operations 59,440,000 5.94%
Citibank, N.A. 55,349,000 5.53%
JPMorgan Chase Bank 159,675,000 15.97%
JPMorgan Chase Bank/Correspondence Clearing Services 2 50,000,000 5.00%
Mellon Trust of New England, National Association 283,415,000 28.34%
State Street Bank and Trust Company 181,853,000 18.19%
Class A(2001-4) Bank of New York (The) $ 68,085,000 6.81%
Investors Bank and Trust Company 106,920,000 10.69%
JPMorgan Chase Bank 282,525,000 28.25%
JPMorgan Chase Bank/Correspondence Clearing Services 2 67,600,000 6.76%
Mellon Trust of New England, National Association 148,585,000 14.86%
Northern Trust Company (The) 109,930,000 10.99%
State Street Bank and Trust Company 137,220,000 13.72%
Class A(2001-5) Bank of New York (The) $ 25,000,000 5.00%
Citibank, N.A. 60,000,000 12.00%
JPMorgan Chase Bank 41,000,000 8.20%
State Street Bank and Trust Company 79,000,000 15.80%
U.S. Bank N.A. 221,000,000 44.20%
Wachovia Bank N.A. - Phila. Main 29,000,000 5.80%
Class A(2002-1) Bank of New York (The) $229,836,000 22.98%
JPMorgan Chase Bank 273,817,000 27.38%
Mellon Trust of New England, National Association 108,925,000 10.89%
State Street Bank and Trust Company 167,640,000 16.76%
Class A(2002-3) Banc of America Securities LLC $171,800,000 22.91%
Bank of New York (The) 104,000,000 13.87%
Citibank, N.A. 55,400,000 7.39%
JPMorgan Chase Bank 116,100,000 15.48%
Swiss American Securities Inc. 65,000,000 8.67%
U.S. Bank N.A. 140,000,000 18.67%
Class A(2002-4) Bank of New York (The) $207,815,000 20.78%
JPMorgan Chase Bank 153,565,000 15.36%
Mellon Trust of New England, National Association 238,175,000 23.82%
State Street Bank and Trust Company 215,470,000 21.55%
Class A(2002-5) HSBC Bank and Trust Company(Delaware), National Association $ 40,000,000 5.33%
JPMorgan Chase Bank 123,250,000 16.43%
JPMorgan Chase Bank/Correspondence Clearing Services 2 70,000,000 9.33%
U.S. Bank N.A. 382,700,000 51.03%
Wells Fargo Bank, National Association 65,000,000 8.67%
Class A(2002-6) Bank of New York (The) $ 60,035,000 8.00%
JPMorgan Chase Bank 185,179,000 24.69%
Mellon Trust of New England, National Association 135,309,000 18.04%
Northern Trust Company (The) 79,023,000 10.54%
State Street Bank and Trust Company 102,590,000 13.68%
Class A(2002-8) Bank of New York (The) $100,000,000 25.00%
Goldman, Sachs and Co. 45,000,000 11.25%
JPMorgan Chase Bank 69,000,000 17.25%
JPMorgan Chase Bank/Correspondence Clearing Services 2 25,000,000 6.25%
Mellon Trust of New England, National Association 20,000,000 5.00%
Merrill Lynch, Pierce, Fenner and Smith, Incorporated 50,000,000 12.50%
U.S. Bank N.A. 68,000,000 17.00%
Class A(2002-9) Bank of New York (The) $172,225,000 24.60%
JPMorgan Chase Bank 95,950,000 13.71%
State Street Bank and Trust Company 353,595,000 50.51%
Class A(2002-10) Citibank Dealer - Tax Exempt Operations $100,000,000 10.00%
JPMorgan Chase Bank 297,000,000 29.70%
State Street Bank and Trust Company 318,000,000 31.80%
UBS Securities LLC 117,000,000 11.70%
Class A(2002-12) Bank of New York (The) $175,955,000 11.73%
Citibank Dealer - Tax Exempt Operations 100,000,000 6.67%
JPMorgan Chase Bank 118,875,000 7.93%
Mellon Trust of New England, National Association 192,180,000 12.81%
State Street Bank and Trust Company 690,605,000 46.04%
Class A(2002-13) Bank of New York (The) $ 62,700,000 12.54%
Citibank Dealer - Tax Exempt Operations 250,000,000 50.00%
JPMorgan Chase Bank 25,450,000 5.09%
Mellon Trust of New England, National Association 66,675,000 13.34%
Wachovia Bank N.A. - Phila. Main 27,500,000 5.50%
Class A(2003-1) Bank of New York (The) $ 76,775,000 15.36%
Citibank, N.A. 67,505,000 13.50%
JPMorgan Chase Bank 89,350,000 17.87%
Mellon Trust of New England, National Association 62,525,000 12.51%
State Street Bank and Trust Company 59,815,000 11.96%
Class A(2003-2) Bank of New York (The) $106,980,000 10.70%
BNY/Sun Trust Bank 50,000,000 5.00%
Citibank, N.A. 52,450,000 5.25%
Mellon Trust of New England, National Association 104,325,000 10.43%
State Street Bank and Trust Company 150,925,000 15.09%
U.S. Bank N.A. 179,465,000 17.95%
UBS AG 248,000,000 24.80%
Class A(2003-3) Bank of New York (The) $194,950,000 25.99%
Citibank, N.A. 40,400,000 5.39%
JPMorgan Chase Bank 210,128,000 28.02%
UBS AG 80,000,000 10.67%
Class A(2003-4) Bank of New York (The) $180,720,000 24.10%
Harris Trust and Savings Bank 40,000,000 5.33%
JPMorgan Chase Bank 38,625,000 5.15%
State Street Bank and Trust Company 41,390,000 5.52%
U.S. Bank N.A. 355,000,000 47.33%
Class A(2003-6) Bank of New York (The) $ 49,370,000 9.87%
BNY/Sun Trust Bank Portfolio 50,000,000 10.00%
JPMorgan Chase Bank 193,040,000 38.61%
Mellon Trust of New England, National Association 42,270,000 8.45%
Northern Trust Company (The) 35,000,000 7.00%
State Street Bank and Trust Company 61,245,000 12.25%
Class A(2003-7) Bank of New York (The) $ 50,887,000 7.83%
Investors Bank and Trust Company 35,825,000 5.51%
JPMorgan Chase Bank 68,125,000 10.48%
Mellon Trust of New England, National Association 93,980,000 14.46%
Northern Trust Company (The) 38,130,000 5.87%
PNC Bank, National Association 123,865,000 19.06%
State Street Bank and Trust Company 146,808,000 22.59%
Class A(2003-8) Bank of New York (The) $235,000,000 31.33%
Citibank, N.A. 191,500,000 25.53%
Harris Trust and Savings Bank 40,000,000 5.33%
State Street Bank and Trust Company 50,000,000 6.67%
U.S. Bank N.A. 199,000,000 26.53%
Class A(2003-9) Citibank, N.A. $ 85,000,000 8.10%
JPMorgan Chase Bank 278,500,000 26.52%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 60,000,000 5.71%
State Street Bank and Trust Company 476,750,000 45.40%
Class A(2003-10) BNY / ITC - Dealers Clearance Special $180,000,000 36.00%
Goldman, Sachs and Co. 47,000,000 9.40%
HSBC Bank USA Omnibus 50,000,000 10.00%
JPMorgan Chase Bank 63,000,000 12.60%
LaSalle Bank National Association 40,000,000 8.00%
State Street Bank and Trust Company 50,000,000 10.00%
Wells Fargo Bank, National Association 70,000,000 14.00%
Class A(2003-11) Bank of New York (The) $ 57,955,000 11.59%
Bank of New York (The)/Fifth Third Bank 25,000,000 5.00%
JPMorgan Chase Bank 77,365,000 15.47%
Mellon Trust of New England, National Association 151,345,000 30.27%
State Street Bank and Trust Company 75,030,000 15.01%
Wachovia Bank N.A. - Phila. Main 29,000,000 5.80%
Class A(2003-12) Bank of New York (The) $167,800,000 33.56%
Citibank, N.A. 47,900,000 9.58%
JPMorgan Chase Bank 55,050,000 11.01%
U.S. Bank N.A. 165,900,000 33.18%
Wells Fargo Bank, National Association 25,000,000 5.00%
Class A(2004-2) Bank of New York (The) $204,140,000 34.02%
BNP Paribas Securities Corp. 30,000,000 5.00%
Citibank, N.A. 100,665,000 16.78%
JPMorgan Chase Bank 54,691,000 9.12%
State Street Bank and Trust Company 91,055,000 15.18%
Class A(2004-3) BNY / ITC - Dealers Clearance Special $112,000,000 16.00%
Brown Brothers Harriman and Co. 50,000,000 7.14%
DBTC Americas/Deutsche Bank Frankfurt 150,000,000 21.43%
Deutsche Bank Securities Inc. 172,000,000 24.57%
JPMorgan Chase Bank 55,000,000 7.86%
UBS Securities LLC/CMO 50,000,000 7.14%
Class A(2004-4) Bank of New York (The) $137,895,000 10.21%
JPMorgan Chase Bank 120,840,000 8.95%
Mellon Trust of New England, National Association 196,285,000 14.54%
Northern Trust Company (The) 113,490,000 8.41%
State Street Bank and Trust Company 532,045,000 39.41%
Class A(2004-6) Bank of New York (The) $ 80,000,000 16.00%
Citibank, N.A. 50,000,000 10.00%
Harris Trust and Savings Bank 35,000,000 7.00%
JPMorgan Chase Bank 57,000,000 11.40%
Mellon Trust of New England, National Association 199,500,000 39.90%
State Street Bank and Trust Company 70,500,000 14.10%
Class B(2001-1) Bank of New York (The) $ 91,150,000 36.46%
Bank of Tokyo - Mitsubishi Trust Company 15,000,000 6.00%
JPMorgan Chase Bank 100,400,000 40.16%
PNC Bank, National Association 25,000,000 10.00%
State Street Bank and Trust Company 12,878,000 5.15%
Class B(2001-2) Bank of New York (The) $ 45,747,000 18.30%
Bank of New York (The)/Fifth Third Bank 50,000,000 20.00%
JPMorgan Chase Bank 133,653,000 53.46%
Class B(2002-1) Bank of New York (The) $ 28,660,000 11.46%
Citibank, N.A. 15,900,000 6.36%
JPMorgan Chase Bank 44,185,000 17.67%
Mellon Trust of New England, National Association 71,015,000 28.41%
State Street Bank and Trust Company 78,185,000 31.27%
Class B(2002-2) Bank of New York (The) $ 42,166,000 16.87%
Bank of New York (The)/Fifth Third Bank 33,434,000 13.37%
Bank of Tokyo - Mitsubishi Trust Company 23,276,000 9.31%
JPMorgan Chase Bank 59,631,000 23.85%
Mellon Trust of New England, National Association 48,900,000 19.56%
State Street Bank and Trust Company 15,000,000 6.00%
Wachovia Bank N.A. - Phila. Main 19,500,000 7.80%
Class B(2002-3) Bank of New York (The) $ 47,550,000 19.02%
Barclays Global Investors N.A./Investors Bank and Trust 100,000,000 40.00%
Company
Citibank, N.A. 75,000,000 30.00%
JPMorgan Chase Bank 25,000,000 10.00%
Class B(2002-4) JPMorgan Chase Bank $182,800,000 91.40%
Class B(2003-1) Bank of New York (The) $ 10,000,000 5.00%
Citibank, N.A. 13,000,000 6.50%
JPMorgan Chase Bank 100,000,000 50.00%
JPMorgan Chase Bank/Correspondence Clearing Services 2 10,000,000 5.00%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 40,000,000 20.00%
Sumitomo Trust and Banking Co. (U.S.A.) 20,000,000 10.00%
Class B(2003-2) Bank of Tokyo - Mitsubishi Trust Company $150,000,000 75.00%
JPMorgan Chase Bank/Correspondence Clearing Services 2 10,000,000 5.00%
State Street Bank and Trust Company 20,745,000 10.37%
Class B(2003-3) Bank of New York (The) $ 17,988,000 8.99%
Bank of Tokyo - Mitsubishi Trust Company 20,000,000 10.00%
JPMorgan Chase Bank 60,155,000 30.08%
PNC Bank, National Association 25,000,000 12.50%
State Street Bank and Trust Company 51,957,000 25.98%
Class B(2003-5) Bank of New York (The) $ 18,605,000 12.40%
JPMorgan Chase Bank 33,720,000 22.48%
Mellon Trust of New England, National Association 9,342,000 6.23%
State Street Bank and Trust Company 75,493,000 50.33%
Class B(2004-1) Bank of New York (The) $ 20,200,000 5.77%
Citibank, N.A. 42,100,000 12.03%
Northern Trust Company (The) 28,125,000 8.04%
State Street Bank and Trust Company 227,515,000 65.00%
Class C(2001-1) Bank of Tokyo - Mitsubishi Trust Company $ 49,545,000 19.82%
Citigroup Global Markets Inc./Salomon Brothers 18,026,200 7.21%
JPMorgan Chase Bank 53,125,000 21.25%
Mellon Trust of New England, National Association 64,212,800 25.69%
State Street Bank and Trust Company 22,149,000 8.86%
Class C(2001-3) Bank of New York (The) $ 67,668,000 16.92%
Bank of Tokyo - Mitsubishi Trust Company 50,000,000 12.50%
JPMorgan Chase Bank 63,821,000 15.96%
Mellon Trust of New England, National Association 53,450,000 13.36%
Northern Trust Company (The) 31,265,000 7.82%
State Street Bank and Trust Company 101,432,000 25.36%
Class C(2001-4) JPMorgan Chase Bank $215,000,000 86.00%
Sumitomo Trust and Banking Co. (U.S.A.) 20,000,000 8.00%
Class C(2001-5) Bank of New York (The) $ 26,325,000 17.55%
JPMorgan Chase Bank 85,000,000 56.67%
LaSalle Bank National Association 15,750,000 10.50%
State Street Bank and Trust Company 11,075,000 7.38%
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%
Citibank, N.A. 55,000,000 22.00%
JPMorgan Chase Bank 57,625,000 23.05%
Mellon Trust of New England, National Association 30,811,000 12.32%
State Street Bank and Trust Company 37,685,000 15.07%
Class C(2002-3) Bank of New York (The) $ 12,000,000 6.00%
Citibank, N.A. 32,000,000 16.00%
JPMorgan Chase Bank 18,500,000 9.25%
LaSalle Bank National Association 15,500,000 7.75%
UBS AG 90,000,000 45.00%
Wells Fargo Bank, National Association 18,000,000 9.00%
Class C(2002-4) JPMorgan Chase Bank $ 80,000,000 80.00%
State Street Bank and Trust Company 15,000,000 15.00%
Sumitomo Trust and Banking Co. (U.S.A.) 5,000,000 5.00%
Class C(2002-5) Bank of New York (The) $ 38,000,000 38.00%
Brown Brothers Harriman and Co. 8,000,000 8.00%
Mellon Trust of New England, National Association 10,610,000 10.61%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 5,005,000 5.01%
Northern Trust Company (The) 16,700,000 16.70%
State Street Bank and Trust Company 14,637,000 14.64%
Class C(2002-6) Bank of New York (The) $3,000,000 6.00%
JPMorgan Chase Bank 20,000,000 40.00%
LaSalle Bank National Association 8,000,000 16.00%
State Street Bank and Trust Company 4,000,000 8.00%
Wachovia Bank N.A. 4,000,000 8.00%
Wells Fargo Bank, National Association 11,000,000 22.00%
Class C(2002-7) Bank of New York (The) $9,750,000 19.50%
Citibank, N.A. 13,000,000 26.00%
JPMorgan Chase Bank 17,000,000 34.00%
LaSalle Bank National Association 4,000,000 8.00%
State Street Bank and Trust Company 5,000,000 10.00%
Class C(2003-1) JPMorgan Chase Bank $ 93,600,000 46.80%
LaSalle Bank National Association 18,000,000 9.00%
Morgan Stanley and Co. Incorporated 30,000,000 15.00%
State Street Bank and Trust Company 13,785,000 6.89%
Wells Fargo Bank, National Association 12,000,000 6.00%
Class C(2003-2) Bank of New York (The)/Broker Dealer Omnibus $ 10,000,000 10.00%
JPMorgan Chase Bank 80,000,000 80.00%
State Street Bank and Trust Company 10,000,000 10.00%
Class C(2003-3) Bank of New York (The) $ 50,000,000 28.57%
Bank of New York (The)/Broker Dealer Omnibus 21,000,000 12.00%
Bear, Stearns Securities Corp. 20,000,000 11.43%
Citibank, N.A. 19,700,000 11.26%
JPMorgan Chase Bank 25,300,000 14.46%
JPMorgan Chase Bank/JPMSI Prime Brokerage 9,000,000 5.14%
PNC Bank, National Association 15,420,000 8.81%
Sumitomo Trust and Banking Co. (U.S.A.) 9,000,000 5.14%
Class C(2003-5) Bank of New York (The)/Broker Dealer Omnibus $ 75,000,000 75.00%
Brown Brothers Harriman and Co. 7,110,000 7.11%
Citibank, N.A. 10,360,000 10.36%
Class C(2003-6) Bank of New York (The) $ 78,000,000 31.20%
Bank of Tokyo - Mitsubishi Trust Company 150,000,000 60.00%
Citigroup Global Markets Inc./Salomon Brothers 13,000,000 5.20%
Class C(2003-7) UFJ Trust Company of New York $100,000,000 100.00%
Class C(2004-1) Bank of New York (The)/Broker Dealer Omnibus $100,000,000 50.00%
Bank of Tokyo - Mitsubishi Trust Company 80,000,000 40.00%
Citigroup Global Markets Inc./Salomon Brothers 20,000,000 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. Principal Accounting Fees and Services.
- -------- ---------------------------------------
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:
31. Certification
99.01 Annual Accountant's reports each dated August 16, 2004 with respect to MBNA Master Credit Card Trust II and the
MBNA Credit Card Master Note Trust MBNAseries
Class A(2001-1), Class A(2001-2), Class A(2001-3), Class A(2001-4), Class A(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 A(2003-1), Class A(2003-2), Class A(2003-3), Class A(2003-4), Class A(2003-6), Class A(2003-7),
Class A(2003-8), Class A(2003-9), Class A(2003-10), Class A(2003-11), Class A(2003-12), Class A(2004-2), Class A(2004-3),
Class A(2004-4), Class A(2004-6), Class B(2001-1), Class B(2001-2), Class B(2002-1), Class B(2002-2), Class B(2002-3),
Class B(2002-4), Class B(2003-1), Class B(2003-2), Class B(2003-3), Class B(2003-5), Class B(2004-1), Class C(2001-1),
Class C(2001-3), Class C(2001-4), Class C(2001-5), Class C(2002-1), Class C(2002-3), Class C(2002-4), Class C(2002-5),
Class C(2002-6), Class C(2002-7), Class C(2003-1), Class C(2003-2), Class C(2003-3), Class C(2003-5), Class C(2003-6),
Class C(2003-7), Class C(2004-1).
99.02 Annual Servicer's Certificate dated August 16, 2004 with respect to the MBNA Master Credit Card Trust II and the
MBNA Credit Card Master Note Trust MBNAseries
Class A(2001-1), Class A(2001-2), Class A(2001-3), Class A(2001-4), Class A(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 A(2003-1), Class A(2003-2), Class A(2003-3), Class A(2003-4), Class A(2003-6), Class A(2003-7),
Class A(2003-8), Class A(2003-9), Class A(2003-10), Class A(2003-11), Class A(2003-12), Class A(2004-2), Class A(2004-3),
Class A(2004-4), Class A(2004-6), Class B(2001-1), Class B(2001-2), Class B(2002-1), Class B(2002-2), Class B(2002-3),
Class B(2002-4), Class B(2003-1), Class B(2003-2), Class B(2003-3), Class B(2003-5), Class B(2004-1), Class C(2001-1),
Class C(2001-3), Class C(2001-4), Class C(2001-5), Class C(2002-1), Class C(2002-3), Class C(2002-4), Class C(2002-5),
Class C(2002-6), Class C(2002-7), Class C(2003-1), Class C(2003-2), Class C(2003-3), Class C(2003-5), Class C(2003-6),
Class C(2003-7), Class C(2004-1).
(b) Forms 8-K were filed by the registrant during the fiscal year ending June 30, 2004. The reports filed included the following:
Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
8-K Filing Date Item 2 Item 5 Item 7
--------------- ------ ------ ------
July 14, 2003 X X
July 16, 2003 X X
July 23, 2003 X X
August 1, 2003 X X
August 14, 2003 X X X
September 12, 2003 X X
September 15, 2003 X X
September 25, 2003 X X
September 30, 2003 X X
October 15, 2003 X X
October 16, 2003 X X
October 28, 2003 X X
November 17, 2003 X X
November 25, 2003 X X
December 15, 2003 X X
December 19, 2003 X X
January 16, 2004 X
February 10, 2004 X X
February 17, 2004 X
February 24, 2004 X X
February 25, 2004 X X
March 2, 2004 X X
March 15, 2004 X
March 16, 2004 X X
March 17, 2004 X X
March 25, 2004 X X
April 1, 2004 X X
April 7, 2004 X X
April 15, 2004 X X
May 17, 2004 X X
May 27, 2004 X X
June 15, 2004 X X
June 17, 2004 X X
(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: September 21, 2004 By: /s/Douglas O. Hart
-------------------------------
Douglas O. Hart
Senior Executive Vice President