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, 2005
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.)
1100 North King Street
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 (2001-5) 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 (2002-8) 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 A (2004-7) dated as of July 28, 2004
Class A (2004-8) dated as of September 14, 2004
Class A (2004-10) dated as of October 27, 2004
Class A (2005-1) dated as of April 20, 2005
Class A (2005-2) dated as of May 19, 2005
Class A (2005-3) dated as of June 14, 2005
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 B (2004-2) dated as of August 11, 2004
Class B (2005-1) dated as of June 22, 2005
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
Class C (2004-2) dated as of July 1, 2004
Class C (2005-1) dated as of June 1, 2005
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(2001-5), Class A(2002-1), Class A(2002-3), Class A(2002-4), Class
A(2002-5), 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 A(2004-7), Class A(2004-8),
Class A(2004-10), Class A(2005-1), Class A(2005-2), Class A(2005-3), 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 B(2004-2), Class B(2005-1), 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), Class C(2004-2) and Class C(2005-1) 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.
- ------- ------------------
Industry Developments
MBNA issues credit cards on MasterCard's and Visa's networks. MasterCard and Visa are facing significant litigation and
increased competition. In 2003, MasterCard and Visa settled a suit by Wal-Mart and other merchants who claimed that MasterCard and
Visa unlawfully tied acceptance of debit cards to acceptance of credit cards. Under the settlement MasterCard and Visa are required
to, among other things, allow merchants to accept MasterCard or Visa branded credit cards without accepting their debit cards (and
vice versa), reduce the prices charged to merchants for off-line signature debit transactions for a period of time, and pay over ten
years amounts totaling $3.05 billion into a settlement fund. MasterCard and Visa are also parties to suits by U.S. merchants who
opted out of the Wal-Mart settlement.
In October 2004, the United States Supreme Court let stand a federal court decision in a suit brought by the U.S. Department
of Justice, in which MasterCard and Visa rules prohibiting banks that issue cards on MasterCard and Visa networks from issuing cards
on other networks (the "association rules") were found to have violated federal antitrust laws. This decision effectively permits
banks that issue cards on Visa's or MasterCard's networks, such as MBNA and MBNA Corporation's other banking subsidiaries, to issue
cards on competitor networks. Discover and American Express have initiated separate civil lawsuits against MasterCard and Visa
claiming substantial damages stemming from the association rules. MasterCard and Visa are also parties to suits alleging that
MasterCard's and Visa's currency conversion practices are unlawful.
In 2005, certain retail merchants filed purported class action lawsuits in various federal courts, alleging that MasterCard
and Visa and their member banks, including MBNA, conspired to charge retailers excessive interchange and other fees in violation of
federal antitrust laws. MBNA is named as a defendant in certain of these lawsuits. MBNA is in the process of reviewing and assessing
the impact of the lawsuits.
The costs associated with these 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 MBNA.
Litigation
Securities Class Actions
In 2005, several lawsuits were filed in federal court against MBNA Corporation, which is the parent of MBNA, and certain of
its officers. These lawsuits are purported class actions seeking unspecified damages, interest and costs, including reasonable
attorneys' fees, stemming from alleged violations of the Securities Exchange Act of 1934, as amended. On April 21, 2005, MBNA
Corporation announced in its first quarter earnings release that management believed MBNA Corporation's 2005 earnings would be
"significantly below" its previously-stated growth objective. MBNA Corporation's stock price dropped following publication of that
earnings release. The lawsuits allege that MBNA Corporation and certain of its officers violated federal securities laws through
material misstatements and omissions regarding MBNA Corporation's business, which the plaintiffs allege had the effect of inflating
MBNA Corporation's stock price. Additionally, in 2005, shareholder derivative lawsuits were filed in federal and state court on
behalf of MBNA Corporation alleging that certain officers and directors of MBNA Corporation breached their fiduciary duties to MBNA
Corporation and violated federal securities laws. These claims arise from the facts stated above. One of these derivative lawsuits
also alleges that the directors of MBNA Corporation violated their fiduciary duties in approving the merger of MBNA Corporation and
Bank of America Corporation and seeks to enjoin the merger.
In June 2005, a purported class action lawsuit was filed in the United States District Court for the District of Delaware
against MBNA Corporation, the Pension and 401(k) Plan Committee of MBNA Corporation and certain directors and officers of MBNA
Corporation. The lawsuit alleges that the defendants violated certain provisions of the Employee Retirement Income Security Act of
1974 as a result of breaches of fiduciary duties owed to the 401(k) plan participants and beneficiaries. Specifically, the alleged
breaches of fiduciary duties related to, but are not limited to, (i) offering MBNA Corporation common stock as an investment option,
(ii) purchasing MBNA Corporation stock for the 401(k) plan, (iii) holding MBNA Corporation stock in the 401(k) plan, (iv) failing to
monitor the 401(k) plan's investment in MBNA Corporation stock and (v) failing to communicate information concerning MBNA
Corporation's financial performance to 401(k) plan participants and beneficiaries.
MBNA Corporation denies the claims made in the class action, shareholder derivative and ERISA lawsuits and intends to defend
these matters vigorously.
Foreign Currency Conversion Fee Litigation
MBNA and MBNA Corporation are among the card issuers who are defendants in In Re Currency Conversion Fee Antitrust
Litigation, a class action filed in the U.S. District Court for the Southern District of New York that relates to foreign currency
conversion fees charged to customers. MasterCard and Visa applied a currency conversion rate, equal to a wholesale rate plus 1% to
credit card transactions in foreign currencies for conversion of the foreign currency into U.S. dollars. MasterCard and Visa
required MBNA and other member banks to disclose the 1% add-on to the wholesale rate if the bank chose to pass it along to the
cardholder. MBNA disclosed this information in its cardholder agreements. In January 2002, MBNA and MBNA Corporation were added as
defendants in the matter. The plaintiffs claim that the defendants conspired in violation of the antitrust laws to charge foreign
currency conversion fees and failed to properly disclose the fees in solicitations and applications, initial disclosure statements
and cardholder statements, in violation of the Truth-in-Lending Act. The plaintiffs also claim that the bank defendants and
MasterCard and Visa conspired to charge the 1% foreign currency conversion fee assessed by MasterCard and Visa and an additional
fee assessed by some issuers. In the United States MBNA did not charge the additional fee on consumer credit cards in addition to
the fee charged by MasterCard and Visa. However, MBNA did charge such an additional fee on business credit cards. The plaintiffs are
seeking unspecified monetary damages and injunctive relief. In July 2003, the court granted a motion to dismiss certain
Truth-in-Lending Act claims against MBNA, MBNA Corporation and other defendants, but denied a motion to dismiss the antitrust claims
against the defendants. In October 2004, a class was certified by the court. MBNA and MBNA Corporation intend to defend this matter
vigorously and believe that the claim is without merit.
Arbitration Litigation
In August 2005, a purported class action lawsuit was filed in the United States District Court for the Southern District of
New York, alleging that several of the nation's largest credit card issuers illegally conspired to compel their customers to submit
disputes to an arbitrator rather than a court. MBNA, MBNA Corporation and MBNA (Delaware) Bank N.A. are among the defendants named
in the lawsuit. MBNA and its affiliates deny the claims made in the lawsuit and intend to defend the matter vigorously.
MBNA and its affiliates are commonly subject to various pending or threatened legal proceedings, including certain class
actions, arising out of the normal course of business. In view of the inherent difficulty of predicting the outcome of such matters,
MBNA cannot state what the eventual outcome of these matters will be.
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
Item 9B. Other Information.
- -------- ------------------------
None
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
and Related Stockholder Matters.
- -------- ---------------------------------------------------------------
(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, 2005. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. At June
30, 2005, 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
Certificates Of
Title / Class Name Held Ownership
- ------------------- ----------------------------------------------------- ------------------------ ----------
Series 2001-D
Class A(2001-1) Bank of New York (The) $209,739,000 21.0%
JPMorgan Chase Bank 190,188,000 19.0%
Mellon Trust of New England, National Association 120,850,000 12.1%
State Street Bank and Trust Company 145,522,000 14.6%
Class A(2001-2) Bank of New York (The) $110,000,000 22.0%
Citibank, N.A. 79,000,000 15.8%
JPMorgan Chase Bank 163,662,808 32.7%
SSB Bank Portfolio 67,000,000 13.4%
State Street Bank and Trust Company 50,000,000 10.0%
Class A(2001-3) Bank of New York (The) $150,553,000 15.1%
Citibank Dealer - Tax Exempt Operations 59,440,000 5.9%
Citibank, N.A. 57,829,000 5.8%
JPMorgan Chase Bank 160,970,000 16.1%
Mellon Trust of New England, National Association 276,580,000 27.7%
State Street Bank and Trust Company 187,628,000 18.8%
Class A(2001-5) Bank of New York (The) $43,845,000 8.8%
Citibank, N.A. 60,000,000 12.0%
JPMorgan Chase Bank 79,905,000 16.0%
State Street Bank and Trust Company 133,460,000 26.7%
U.S. Bank N.A. 50,320,000 10.1%
Wachovia Bank N.A. - Phila. Main 29,000,000 5.8%
Class A(2002-1) Bank of New York (The) $166,414,000 16.6%
JPMorgan Chase Bank 306,495,000 30.6%
Mellon Trust of New England, National Association 145,425,000 14.5%
State Street Bank and Trust Company 146,853,000 14.7%
Class A(2002-3) Bank of New York (The) $111,800,000 14.9%
Citibank, N.A. 96,040,000 12.8%
JPMorgan Chase Bank 169,110,000 22.5%
State Street Bank and Trust Company 55,910,000 7.5%
Swiss American Securities Inc. 65,000,000 8.7%
U.S. Bank N.A. 140,000,000 18.7%
Class A(2002-4) Bank of New York (The) $145,005,000 14.5%
JPMorgan Chase Bank 153,889,000 15.4%
Mellon Trust of New England, National Association 242,160,000 24.2%
State Street Bank and Trust Company 298,886,000 29.9%
Class A(2002-5) Bank of New York (The) / Societe General Bank $65,000,000 8.7%
Citibank, N.A. 61,000,000 8.1%
HSBC Bank and Trust Company(Delaware), National Association 40,000,000 5.3%
JPMorgan Chase Bank 87,250,000 11.6%
JPMorgan Chase Bank/Correspondence Clearing Services 2 70,000,000 9.3%
U.S. Bank N.A. 382,700,000 51.0%
Class A(2002-8) Bank of New York (The) $107,000,000 26.8%
Citibank, N.A. 50,000,000 12.5%
JPMorgan Chase Bank 116,500,000 29.1%
JPMorgan Chase Bank/Correspondence Clearing Services 2 25,000,000 6.3%
U.S. Bank N.A. 68,000,000 17.0%
Class A(2002-9) Bank of New York (The) $120,895,000 17.3%
JPMorgan Chase Bank 121,750,000 17.4%
Mellon Trust of New England, National Association 54,710,000 7.8%
State Street Bank and Trust Company 363,080,000 51.9%
Class A(2002-10) Brown Brothers Harriman and Co. $60,525,000 6.1%
JPMorgan Chase Bank 320,650,000 32.1%
State Street Bank and Trust Company 323,675,000 32.4%
UBS Securities LLC 117,000,000 11.7%
Class A(2002-12) Bank of New York (The) $80,400,000 5.4%
Barclays Global Investors N.A./Investors Bank and Trust Company 77,000,000 5.1%
Citibank Dealer - Tax Exempt Operations 100,000,000 6.7%
JPMorgan Chase Bank 88,545,000 5.9%
Mellon Trust of New England, National Association 180,545,000 12.0%
State Street Bank and Trust Company 717,205,000 47.8%
Class A(2002-13) JPMorgan Chase Bank $38,940,000 7.8%
Mellon Trust of New England, National Association 96,840,000 19.4%
State Street Bank and Trust Company 215,650,000 43.1%
Wachovia Bank N.A. - Phila. Main 26,500,000 5.3%
Class A(2003-1) Bank of New York (The) $67,565,000 13.5%
Citibank, N.A. 72,580,000 14.5%
JPMorgan Chase Bank 99,330,000 19.9%
Mellon Trust of New England, National Association 28,235,000 5.6%
Northern Trust Company (The) 34,855,000 7.0%
State Street Bank and Trust Company 90,315,000 18.1%
Class A(2003-2) Bank of New York (The) $123,880,000 12.4%
BNY/Sun Trust Bank 50,000,000 5.0%
Citibank, N.A. 69,285,000 6.9%
JPMorgan Chase Bank 145,690,000 14.6%
Mellon Trust of New England, National Association 99,590,000 10.0%
State Street Bank and Trust Company 220,600,000 22.1%
U.S. Bank N.A. 175,000,000 17.5%
Class A(2003-3) Bank of New York (The) $99,275,000 13.2%
JPMorgan Chase Bank 106,073,000 14.1%
Mellon Trust of New England, National Association 204,557,000 27.3%
State Street Bank and Trust Company 101,370,000 13.5%
Class A(2003-4) Bank of New York (The) $175,000,000 23.3%
Citibank, N.A. 45,000,000 6.0%
Harris Trust and Savings Bank 40,000,000 5.3%
JPMorgan Chase Bank 60,000,000 8.0%
U.S. Bank N.A. 355,000,000 47.3%
Class A(2003-6) Bank of New York (The) $34,275,000 6.9%
BNY/Sun Trust Bank Portfolio 50,000,000 10.0%
JPMorgan Chase Bank 186,740,000 37.3%
Mellon Trust of New England, National Association 57,455,000 11.5%
Northern Trust Company (The) 37,325,000 7.5%
State Street Bank and Trust Company 68,705,000 13.7%
Class A(2003-7) Bank of New York (The) $98,880,000 15.2%
JPMorgan Chase Bank 79,515,000 12.2%
Mellon Trust of New England, National Association 97,860,000 15.1%
Northern Trust Company (The) 44,580,000 6.9%
State Street Bank and Trust Company 161,825,000 24.9%
Class A(2003-8) Bank of New York (The) $236,500,000 31.5%
Citibank, N.A. 191,500,000 25.5%
Harris Trust and Savings Bank 40,000,000 5.3%
LaSalle Bank National Association 50,000,000 6.7%
State Street Bank and Trust Company 50,000,000 6.7%
U.S. Bank N.A. 149,000,000 19.9%
Class A(2003-9) Bank of New York (The) $128,175,000 12.2%
Citibank, N.A. 106,000,000 10.1%
JPMorgan Chase Bank 168,150,000 16.0%
Mellon Trust of New England, National Association 87,625,000 8.3%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 60,000,000 5.7%
State Street Bank and Trust Company 398,000,000 37.9%
Class A(2003-10) BNY / ITC - Dealers Clearance Special $180,000,000 36.0%
Deutsche Bank Securities Inc. 50,000,000 10.0%
HSBC Bank USA Omnibus 50,000,000 10.0%
JPMorgan Chase Bank 96,000,000 19.2%
LaSalle Bank National Association 40,000,000 8.0%
State Street Bank and Trust Company 50,000,000 10.0%
Class A(2003-11) Bank of New York (The) $40,885,000 8.2%
JPMorgan Chase Bank 69,990,000 14.0%
JPMorgan Securities, Fixed Income 35,730,000 7.1%
Mellon Trust of New England, National Association 158,210,000 31.6%
State Street Bank and Trust Company 65,310,000 13.1%
Union Bank of California Capital Markets 40,000,000 8.0%
Wachovia Bank N.A. - Phila. Main 29,000,000 5.8%
Class A(2003-12) Bank of New York (The) $120,440,000 24.1%
Citibank, N.A. 46,200,000 9.2%
JPMorgan Chase Bank 91,150,000 18.2%
U.S. Bank N.A. 165,900,000 33.2%
Wells Fargo Bank, National Association 25,000,000 5.0%
Class A(2004-2) Bank of New York (The) $326,900,000 54.5%
JPMorgan Chase Bank 41,496,000 6.9%
State Street Bank and Trust Company 108,305,000 18.1%
Class A(2004-3) Barclays Capital,Inc. / Barlays Bank / PLC New York Branch $35,000,000 5.0%
BNY / ITC - Dealers Clearance Special 292,000,000 41.7%
Brown Brothers Harriman and Co. 50,000,000 7.1%
JPMorgan Chase Bank 260,000,000 37.1%
Class A(2004-4) Bank of New York (The) $118,730,000 8.8%
JPMorgan Chase Bank 120,346,000 8.9%
Mellon Trust of New England, National Association 227,840,000 16.9%
Northern Trust Company (The) 127,605,000 9.5%
State Street Bank and Trust Company 486,445,000 36.0%
Class A(2004-6) Bank of New York (The) $80,000,000 16.0%
Citibank, N.A. 53,000,000 10.6%
Citigroup Global Markets Inc./Salomon Brothers 25,000,000 5.0%
Credit Suisse First Boston, LLC 25,000,000 5.0%
Harris Trust and Savings Bank 35,000,000 7.0%
JPMorgan Chase Bank 107,000,000 21.4%
Mellon Trust of New England, National Association 100,000,000 20.0%
State Street Bank and Trust Company 70,000,000 14.0%
Class A(2004-7) Bank of New York (The) $91,980,000 10.2%
Brown Brothers Harriman and Co. 210,000,000 23.3%
Dresner Kleinwort Wasserstein Securities LLC 45,000,000 5.0%
JPMorgan Chase Bank 365,330,000 40.6%
State Street Bank and Trust Company 80,330,000 8.9%
Class A(2004-8) Bank of New York (The) $105,000,000 21.0%
Citibank, N.A. 87,500,000 17.5%
Harris Trust and Savings Bank 30,000,000 6.0%
Investors Bank and Trust Company 27,500,000 5.5%
JPMorgan Chase Bank 70,000,000 14.0%
Mellon Trust of New England, National Association 175,000,000 35.0%
Class A(2004-10) Bank of New York (The) $65,000,000 13.0%
Brown Brothers Harriman and Co. 40,000,000 8.0%
Citibank, N.A. 35,000,000 7.0%
JPMorgan Chase Bank 224,900,000 45.0%
Northern Trust Company (The) 105,000,000 21.0%
State Street Bank and Trust Company 30,000,000 6.0%
Class A(2005-1) Bank of New York (The) $167,839,000 22.4%
JPMorgan Chase Bank 150,295,000 20.0%
Mellon Trust of New England, National Association 83,169,000 11.1%
Northern Trust Company (The) 53,468,000 7.1%
State Street Bank and Trust Company 183,359,000 24.4%
U.S. Bank N.A. 40,755,000 5.4%
Class A(2005-2) Bank of New York (The) $205,000,000 41.0%
Citibank, N.A. 55,000,000 11.0%
JPMorgan Chase Bank 146,000,000 29.2%
State Street Bank and Trust Company 80,000,000 16.0%
Class A(2005-3) Bank of New York (The) $50,175,000 8.4%
JPMorgan Chase Bank 191,043,000 31.8%
Mellon Trust of New England, National Association 199,979,000 33.3%
State Street Bank and Trust Company 87,645,000 14.6%
Class B(2001-1) Bank of New York (The) $107,250,000 42.9%
Bank of Tokyo - Mitsubishi Trust Company 15,000,000 6.0%
JPMorgan Chase Bank 91,900,000 36.8%
PNC Bank, National Association 25,000,000 10.0%
Class B(2001-2) Bank of New York (The) 73,247,000 29.3%
Barclays Global Investors N.A./Investors Bank and Trust Company 50,000,000 20.0%
JPMorgan Chase Bank 116,153,000 46.5%
Class B(2002-1) Bank of New York (The) $31,660,000 12.7%
Citibank, N.A. 15,900,000 6.4%
JPMorgan Chase Bank 46,920,000 18.8%
Mellon Trust of New England, National Association 70,865,000 28.3%
State Street Bank and Trust Company 72,535,000 29.0%
Class B(2002-2) Bank of New York (The) $47,166,000 18.9%
Bank of Tokyo - Mitsubishi Trust Company 23,276,000 9.3%
JPMorgan Chase Bank 87,865,000 35.1%
Mellon Trust of New England, National Association 48,900,000 19.6%
Wachovia Bank N.A. - Phila. Main 19,500,000 7.8%
Class B(2002-3) Bank of New York (The) $47,550,000 19.0%
Barclays Global Investors N.A./Investors Bank and Trust Company 100,000,000 40.0%
Citibank, N.A. 75,000,000 30.0%
JPMorgan Chase Bank 25,000,000 10.0%
Class B(2002-4) Citibank, N.A. $120,630,000 60.3%
JPMorgan Chase Bank 62,800,000 31.4%
Class B(2003-1) American Express Trust Company $10,000,000 5.0%
Bank of New York (The) 10,000,000 5.0%
Citibank, N.A. 13,000,000 6.5%
JPMorgan Chase Bank 120,000,000 60.0%
JPMorgan Chase Bank/Correspondence Clearing Services 2 10,000,000 5.0%
Sumitomo Trust and Banking Co. (U.S.A.) 20,000,000 10.0%
Class B(2003-2) Bank of New York (The) $13,810,000 6.9%
Bank of Tokyo - Mitsubishi Trust Company 150,000,000 75.0%
JPMorgan Chase Bank/Correspondence Clearing Services 2 10,000,000 5.0%
SSB Bank Portfolio 12,860,000 6.4%
Class B(2003-3) Bank of New York (The) $18,158,000 9.1%
Bank of Tokyo - Mitsubishi Trust Company 20,000,000 10.0%
Citibank, N.A. 11,435,000 5.7%
JPMorgan Chase Bank 20,905,000 10.5%
JPMorgan Chase Bank/Correspondence Clearing Services 2 40,000,000 20.0%
PNC Bank, National Association 16,000,000 8.0%
State Street Bank and Trust Company 54,212,000 27.1%
Class B(2003-5) Bank of New York (The) $29,913,000 19.9%
JPMorgan Chase Bank 34,625,000 23.1%
Mellon Trust of New England, National Association 9,342,000 6.2%
State Street Bank and Trust Company 64,085,000 42.7%
Class B(2004-1) Bank of New York (The) $28,200,000 8.1%
Citibank, N.A. 78,775,000 22.5%
JPMorgan Chase Bank/Greenwich Capital 30,000,000 8.6%
Mellon Trust of New England, National Association 20,960,000 6.0%
State Street Bank and Trust Company 150,515,000 43.0%
Class B(2004-2) Citibank, N.A. $20,000,000 13.3%
JPMorgan Chase Bank 45,000,000 30.0%
JPMorgan Chase Bank/Correspondence Clearing Services 2 10,000,000 6.7%
SSB Bank Portfolio 10,000,000 6.7%
State Street Bank and Trust Company 50,000,000 33.3%
Sumitomo Trust and Banking Co. (U.S.A.) 10,000,000 6.7%
Class B(2005-1) Bank of New York (The) $20,000,000 16.0%
Citigroup Global Markets Inc./Salomon Brothers 15,000,000 12.0%
JPMorgan Chase Bank/Correspondence Clearing Services 2 50,000,000 40.0%
SSB Bank Portfolio 40,000,000 32.0%
Class C(2001-1) Bank of New York (The) $35,300,000 14.1%
Bank of Tokyo - Mitsubishi Trust Company 47,500,000 19.0%
Citigroup Global Markets Inc./Salomon Brothers 18,026,200 7.2%
JPMorgan Chase Bank 46,840,000 18.7%
Mellon Trust of New England, National Association 27,252,800 10.9%
State Street Bank and Trust Company 45,095,000 18.0%
Class C(2001-3) Bank of New York (The) $78,753,000 19.7%
Bank of Tokyo - Mitsubishi Trust Company 50,000,000 12.5%
Barclays Capital,Inc. / Fixed Income 24,490,000 6.1%
JPMorgan Chase Bank 59,958,000 15.0%
JPMorgan Chase Bank/Greenwich Capital 28,500,000 7.1%
Northern Trust Company (The) 32,925,000 8.2%
State Street Bank and Trust Company 81,103,000 20.3%
Class C(2001-4) JPMorgan Chase Bank $215,000,000 86.0%
Sumitomo Trust and Banking Co. (U.S.A.) 20,000,000 8.0%
Class C(2001-5) Bank of New York (The) $37,650,000 25.1%
JPMorgan Chase Bank 85,000,000 56.7%
LaSalle Bank National Association 15,750,000 10.5%
Sumitomo Trust and Banking Co. (U.S.A.) 10,000,000 6.7%
Class C(2002-1) Bank of New York (The) $42,475,000 17.0%
Citibank, N.A. 55,000,000 22.0%
Credit Suisse First Boston, LLC 20,792,000 8.3%
JPMorgan Chase Bank 64,790,000 25.9%
Mellon Trust of New England, National Association 21,363,000 8.5%
State Street Bank and Trust Company 16,085,000 6.4%
Class C(2002-3) Bank of New York (The) $12,000,000 6.0%
Citibank, N.A. 37,000,000 18.5%
JPMorgan Chase Bank 13,500,000 6.8%
LaSalle Bank National Association 15,500,000 7.8%
UBS AG 90,000,000 45.0%
Wells Fargo Bank, National Association 18,000,000 9.0%
Class C(2002-4) JPMorgan Chase Bank $80,000,000 80.0%
State Street Bank and Trust Company 15,000,000 15.0%
Sumitomo Trust and Banking Co. (U.S.A.) 5,000,000 5.0%
Class C(2002-5) Bank of New York (The) $38,000,000 38.0%
Brown Brothers Harriman and Co. 7,000,000 7.0%
Merrill Lynch, Pierce Fenner and Smith Safekeeping 5,005,000 5.0%
Northern Trust Company (The) 16,700,000 16.7%
State Street Bank and Trust Company 25,740,000 25.7%
Class C(2002-6) Bank of New York (The) $3,000,000 6.0%
JPMorgan Chase Bank 20,000,000 40.0%
LaSalle Bank National Association 8,000,000 16.0%
State Street Bank and Trust Company 4,000,000 8.0%
Wachovia Bank N.A. 4,000,000 8.0%
Wells Fargo Bank, National Association 11,000,000 22.0%
Class C(2002-7) Bank of New York (The) $9,750,000 19.5%
Citibank, N.A. 13,000,000 26.0%
JPMorgan Chase Bank 17,000,000 34.0%
LaSalle Bank National Association 4,000,000 8.0%
State Street Bank and Trust Company 5,000,000 10.0%
Class C(2003-1) Citigroup Global Markets Inc./Salomon Brothers $14,000,000 7.0%
JPMorgan Chase Bank 106,120,000 53.1%
JPMorgan Chase Bank / Prudential 20,200,000 10.1%
LaSalle Bank National Association 18,000,000 9.0%
Wells Fargo Bank, National Association 12,000,000 6.0%
Class C(2003-2) Bank of New York (The) / Mizuho Securities $10,000,000 10.0%
JPMorgan Chase Bank 85,000,000 85.0%
State Street Bank and Trust Company 5,000,000 5.0%
Class C(2003-3) Bank of New York (The) / Mizuho Securities $41,000,000 23.4%
Bear, Stearns Securities Corp. 20,000,000 11.4%
JPMorgan Chase Bank 25,000,000 14.3%
PNC Bank, National Association 15,420,000 8.8%
Sumitomo Trust and Banking Co. (U.S.A.) 9,000,000 5.1%
Wells Fargo Bank, National Association 50,000,000 28.6%
Class C(2003-5) Bank of New York (The) / Mizuho Securities $75,000,000 75.0%
Brown Brothers Harriman and Co. 7,110,000 7.1%
Citibank, N.A. 10,360,000 10.4%
Class C(2003-6) Bank of New York (The) $83,000,000 33.2%
Bank of Tokyo - Mitsubishi Trust Company 150,000,000 60.0%
Class C(2003-7) Banc of America Securities LLC $34,000,000 34.0%
Citibank, N.A. 5,270,000 5.3%
JPMorgan Chase Bank 9,010,000 9.0%
SSB Bank Portfolio 50,000,000 50.0%
Class C(2004-1) Bank of New York (The) / Mizuho Securities $100,000,000 50.0%
Bank of Tokyo - Mitsubishi Trust Company 80,000,000 40.0%
Class C(2004-2) Citibank, N.A. $15,000,000 5.5%
JPMorgan Chase Bank 24,250,000 8.8%
LaSalle Bank National Association 14,000,000 5.1%
UFJ Trust Company of New York 200,000,000 72.7%
Class C(2005-1) Bank of New York (The) / DBAG London Global Markets $25,000,000 20.0%
Bank of New York (The) / Mizuho Securities 50,000,000 40.0%
LBI - Lehman Government Securities Inc. (LBI) 10,000,000 8.0%
Mellon Trust of New England, National Association 10,000,000 8.0%
State Street Bank and Trust Company 30,000,000 24.0%
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.
- -------- ----------------------------------------
(a) The following documents are filed as part of this Report:
3. Exhibits:
31. Certification
99.01 Annual Accountant's reports each dated August 15, 2005 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(2001-5), Class A(2002-1), Class A(2002-3), Class A(2002-4),
Class A(2002-5), 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 A(2004-7), Class A(2004-8), Class A(2004-10), Class A(2005-1), Class A(2005-2), Class A(2005-3), 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 B(2004-2), Class B(2005-1), 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), Class C(2004-2), Class C(2005-1).
99.02 Annual Servicer's Certificate dated August 15, 2005 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(2001-5), Class A(2002-1), Class A(2002-3), Class A(2002-4),
Class A(2002-5), 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 A(2004-7), Class A(2004-8), Class A(2004-10), Class A(2005-1), Class A(2005-2), Class A(2005-3), 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 B(2004-2), Class B(2005-1), 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), Class C(2004-2), Class C(2005-1).
(b) See item 15(a) (3) above.
(c) Not Applicable
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 22, 2005 By: /s/Douglas O. Hart
-------------------------------
Douglas O. Hart
Senior Executive Vice President