UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | | |
| | For the fiscal year ended December 31, 2003 | |
or
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | | |
| | For the transition period from _______ to ______. | |
Commission file number 1-10683
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
MBNA Corporation 401(k) Plus Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
MBNA Corporation
1100 King Street
Wilmington, Delaware 19984-0131
MBNA CORPORATION 401 (k) PLUS SAVINGS PLAN
Index to Financial Statements, Supplemental Schedule, and Exhibits
| | | Page |
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| | | |
| Report of Independent Registered Public Accounting Firm | | 1 |
| | | |
| Statements of Net Assets Available for Benefits | | 2 |
| | | |
| Statement of Changes in Net Assets Available for Benefits | | 3 |
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| Notes to Financial Statements | | 4 |
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Schedule H, line 4i – Schedule of Assets (Held at End of Year) | | 10 |
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| Signature | | 11 |
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| Exhibit 23.1: Consent of Independent Registered Public Accounting Firm | | 12 |
Report of Independent Registered Public Accounting Firm
To the Pension and 401(k) Plan Committee of MBNA Corporation
We have audited the accompanying statements of net assets available for benefits of MBNA Corporation 401(k) Plus Savings Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Baltimore, Maryland
June 21, 2004
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| |
| | | December 31, | |
| | |
| |
| | | 2003 | | 2002 | |
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| | | | | | | | |
ASSETS | | | | | | | |
| Investments at fair value: | | | | | | | |
| Interest in registered investment companies | | $ | 270,766,158 | | $ | 174,913,939 | |
| Common Stock of MBNA Corporation | | | 214,010,436 | | | 168,551,531 | |
| Collective investment funds | | | 139,226,735 | | | 104,644,002 | |
| Participant loans | | | 34,391,066 | | | 31,274,724 | |
| | |
| |
| |
| | | | 658,394,395 | | | 479,384,196 | |
| Investments at contract value: | | | | | | | |
| Guaranteed investment contracts | | | 112,705,258 | | | 101,073,866 | |
| | |
| |
| |
| Total investments | | | 771,099,653 | | | 580,458,062 | |
| Contributions receivable | | | 1,202 | | | 118,291 | |
| Income receivable | | | 933,372 | | | 773,283 | |
| | |
| |
| |
| Total assets | | | 772,034,227 | | | 581,349,636 | |
| | | | | | | | |
LIABILITIES | | | | | | | |
| Payable for securities purchased | | | - | | | 1,081,076 | |
| Accrued expenses and other liabilities | | | 286,562 | | | 217,839 | |
| | |
| |
| |
| Total liabilities | | | 286,562 | | | 1,298,915 | |
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| Net assets available for benefits | | $ | 771,747,665 | | $ | 580,050,721 | |
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The accompanying notes are an integral part of the financial statements.
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| |
| | | For the Year Ended | |
| | | December 31, 2003 | |
| | |
| |
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ADDITIONS | | | | |
| Investment income: | | | | |
| Net realized and unrealized appreciation in fair value of investments | | $ | 116,219,864 | |
| Income from interest in registered investment companies | | | 3,794,474 | |
| Dividends on Common Stock of MBNA Corporation | | | 3,183,312 | |
| Income from collective investment funds | | | 6,856,651 | |
| Interest income from participant loans | | | 2,262,716 | |
| | |
| |
Total investment income | | | 132,317,017 | |
| Contributions: | | | | |
| Participant | | | 59,790,952 | |
| Employer | | | 28,442,787 | |
| | |
| |
Total contributions | | | 88,233,739 | |
| | |
| |
Total additions | | | 220,550,756 | |
| | | | | |
DEDUCTIONS | | | | |
| Benefits paid to participants or beneficiaries | | | 27,813,842 | |
| Administrative expenses | | | 1,039,970 | |
| | |
| |
| Total deductions | | | 28,853,812 | |
| | |
| |
| Net increase | | | 191,696,944 | |
| Net assets available for benefits at beginning of year | | | 580,050,721 | |
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| |
| Net assets available for benefits at end of year | | $ | 771,747,665 | |
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| |
The accompanying notes are an integral part of the financial statements.
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
Note A: Description of the Plan
The following description of the MBNA Corporation 401(k) Plus Savings Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. Copies of the Summary Plan Description are available from the Compensation and Benefits Department of MBNA Corporation (the “Corporation”).
General
The Plan is a defined contribution plan that is intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan covers substantially all employees of the Corporation located in the United States who have been employed by the Corporation for one or more years and have completed at least one thousand hours of service in any one year (“Participant”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The designated trustee of the Plan and custodian of the Plan's investments is The Northern Trust Company (“Northern Trust”).
Contributions
For eligible Participants, the Corporation automatically contributes 1% of an eligible Participant’s base salary in cash. Eligible Participants may contribute up to a maximum of 25% of their base salary on a pre-tax basis and 15% on an after-tax basis, with the first 6% matched at a rate of 50% by the Corporation in cash. Contributions are subject to certain additional limitations.
Vesting
All contributions to the Plan, including amounts contributed by the Corporation, are immediately 100% vested.
Participant’s Accounts
Five or more separate accounts may be created for each Participant under the Plan, as the Pension and 401(k) Plan Committee of MBNA Corporation (the “Committee”) deems appropriate. Such accounts will include the Qualified Nonelective Contribution Account, Before-Tax Contribution Account, Employer Matching Contribution Account, After-Tax Contribution Account and Rollover Account. Each account shall be credited or debited as of each business day or any other date specified by the Committee (referred to as the valuation date) with an allocable portion of the earnings (or losses) of the investment funds in which the accounts are invested, based on the account balances as of the day following the last valuation date, adjusted for contributions and loan repayments since the preceding valuation date.
Withdrawals
Under certain circumstances the Plan permits Participants to make withdrawals from their accounts during employment. The amount which a Participant may withdraw is determined based on the value of the Participant’s account as of the most recent valuation date following their request. Only two such withdrawals will be permitted in any calendar year, except for “hardship withdrawals” as defined in the Summary Plan Description. The minimum amount of any withdrawal is $200. All withdrawals are subject to certain limitations and/or penalties, the extent of which is based upon the type of withdrawal, reason for withdrawal, age of participant and type of account from which money is being withdrawn.
Investment Options
The Plan offers eight investment options. A Participant's contribution may be invested in 5% increments in any of the available funds. However, Participants may not direct more than 25% of the current contributions being credited to their accounts to be invested in the MBNA Stock Fund. Participants have the option to change the contributions and investments once a month or as determined by the Committee. The Plan's investment options are:
Asset Class | Fund | Fund Name/Description |
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|
|
| | | |
| Stable | Fixed Income Fund (a) | Dwight Asset Management Fixed Income Fund |
| Bond | Bond Fund | Bond Fund of America |
| Balanced | Diversified Fund | American Balanced Fund |
| Large Company Stock | Index Fund | Barclays Global Investors Equity Index Fund |
| Large Company Stock | Growth Fund | MFS Research Fund |
| Mid Company Stock | Moderate Aggressive Fund | Baron Asset Fund |
| Small to Mid Company Stock | Aggressive Growth Fund (b) | PBHG Growth Fund |
| Company Stock | MBNA Stock Fund | Common Stock of MBNA Corporation |
| (a) | Comprised of the SEI Stable Asset Fund, the Short-term Investment Fund, Guaranteed Investment Contracts, and Synthetic Guaranteed Investment Contracts. |
| (b) | Fund was closed to new investments as of February 27, 2004. In addition, the fund will be eliminated as an investment option on December 31, 2004. If Participants did not redirect their contributions prior to February 27, 2004, their contributions were automatically redirected into the Moderate Aggressive Fund. |
Participant Loans
A Participant may not have more than two loans outstanding at any time; only one loan may be made to a Participant during any Plan year; and only one loan may be made during any six-month period.
The maximum amount of any loan to a Participant may not exceed the lesser of $50,000 or 50% of their account balance. Each Participant loan bears a rate of interest as determined by the Committee on a quarterly basis. The interest rate is fixed for the duration of the loan. At December 31, 2003 interest rates on Participant loans ranged from 5.00% to 10.50%. At December 31, 2002 interest rates on Participant loans ranged from 5.75% to 10.50%. Loans are repaid through payroll deductions in equal installments within five years, unless the proceeds of the loan are used to purchase the Participant’s primary residence, in which event the term may be up to thirty years.
Payment of Benefits
Upon termination of a Participant’s employment for any reason, whether by retirement, resignation, discharge, death or disability, the Participant, or the Participant’s designated beneficiaries upon death, is entitled to receive the balance credited to his or her account. A Participant may elect to receive an immediate distribution or, if the balance credited to their account exceeds $5,000, elect to defer receipt until attaining age 65 if they separate from service before age 65. Distributions will be based upon the value of the Participant’s account as of the valuation date preceding the distribution.
If a Participant’s account is valued at $5,000 or less, in the absence of an election from the Participant, the account balance is automatically paid in a lump sum. If a Participant’s account is valued at more than $5,000, the account may be distributed in a lump sum payment or in monthly, quarterly, semiannual, or annual installments of approximately equal amounts over a period not to exceed the lesser of 10 years or the life expectancy of the Participant or beneficiary. Alternatively, a Participant may rollover the account to another qualified plan or to an individual retirement account.
Administrative Expenses
Administrative expenses, including amounts paid to Northern Trust for acting as trustee and custodian of the Plan's investments, are paid by the Plan.
Plan Termination
Although it has not expressed any intention to do so, the Corporation has the right to terminate the Plan in whole or in part at any time; however, in such circumstances, the Participants would receive the full value of their accounts.
Note B: Significant Accounting Policies
Basis of Accounting
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. For purposes of comparability, certain prior period amounts have been reclassified.
Investment Valuation and Income Recognition
The Plan’s investments are stated at aggregate fair market value, except for guaranteed investment contracts (see Note D: Guaranteed Investment Contracts). Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the year. Investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price. Interest in registered investment companies (mutual funds) and investments in collective investment funds are stated at the Plan's interest in the fair value of the underlying assets in the registered investment companies and collective investment funds. Participant loans are carried at the amount borrowed by the Participant less principal repayments, which approximates fair value.
The difference between fair value and cost of investments held, and net realized gain or loss on sale of investments (difference between the proceeds received and the average cost of investments sold), is reflected in the Statement of Changes in Net Assets Available for Benefits as net realized and unrealized appreciation in fair value of investments.
Payment of Benefits
Benefits are recognized when paid.
Note C: Investments
The net realized and unrealized appreciation in fair value of the Plan’s investments was as follows:
| | | For the Year Ended | |
| | | December 31, 2003 | |
| | |
| |
| | | | | |
| Interest in registered investment companies | | $ | 41,056,130 | |
| Common Stock of MBNA Corporation | | | 54,310,766 | |
| Collective investment funds | | | 20,852,968 | |
| | |
| |
| Total net realized and unrealized appreciation in fair value of investments | | $ | 116,219,864 | |
| | |
| |
Individual investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2003 and 2002 are as follows:
| | | December 31, | |
| | |
| |
| | | 2003 | | 2002 | |
| | |
| |
| |
| | | | | | | | |
| Interest in registered investment companies: | | | | | | | |
| American Balanced Fund | | $ | 93,640,213 | | $ | 62,235,429 | |
| MFS Research Fund | | | 75,552,679 | | | 49,170,487 | |
| Baron Asset Fund (a) | | | 39,323,534 | | | | |
| | | | | | | | |
| Common Stock of MBNA Corporation | | | 214,010,436 | | | 168,551,531 | |
| | | | | | | | |
| Collective investment funds: | | | | | | | |
| Barclays Global Investors Equity Index Fund | | | 105,357,194 | | | 65,174,273 | |
| SEI Stable Asset Fund (b) | | | | | | 34,066,670 | |
| | | | | | | | |
| Guaranteed investment contracts (“GIC”): | | | | | | | |
| CDC-FP synthetic GIC | | | 41,933,526 | | | 32,731,943 | |
| State Street Bank & Trust synthetic GIC | | | 43,198,429 | | | 33,596,640 | |
| | | | | | | | |
| (a) | Fair value did not exceed 5% or more of the Plan’s net assets available for benefits at December 31, 2002. |
| (b) | Fair value did not exceed 5% or more of the Plan’s net assets available for benefits at December 31, 2003. |
Note D: Guaranteed Investment Contracts
Guaranteed investment contracts, both traditional and synthetic, owned by the Plan are fully benefit responsive and are stated at contract value (which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses). Certain contracts contain early withdrawal penalties, except those that fulfill benefits elected by Participants in accordance with the terms of the contract. A fully benefit responsive guaranteed investment contract provides a liquidity guarantee by a financially responsible third party of principal and previously accrued interest for liquidations, transfers, loans, or hardship withdrawals initiated by the Plan Participants exercising their rights to withdraw, borrow, or transfer funds under the terms of the Plan.
The traditional guaranteed investment contracts held by the Plan at December 31, 2003 and 2002 had Standard and Poor’s ratings ranging from AA to AAA. The Plan holds fixed rate and variable rate guaranteed investment contracts. The variable rate guaranteed investment contracts reprice quarterly. The contract value of the guaranteed investment contracts approximates fair value.
A synthetic guaranteed investment contract is an investment contract in which the Plan owns the underlying assets. With synthetic guaranteed investment contracts, the Plan purchases a benefit responsive wrapper contract issued by an independent third party that provides market and cash flow risk protection to the Plan. Synthetic guaranteed investment contracts are valued at contract value because the Plan will receive such value and only such value if the contract is accessed to pay Participant benefits or transfers.
The contract value of the Plan’s synthetic guaranteed investment contracts at December 31, 2003 approximated fair value. The fair value of the underlying assets for the Plan’s synthetic guaranteed investment contracts exceeded the contract value by $3,603,368 at December 31, 2002.
The Plan’s investments in guaranteed investment contracts presented in the aggregate for the years ended December 31, 2003 and 2002 were as follows:
| | | December 31, | |
| | |
| |
| | | 2003 | | 2002 | |
| | |
| |
| |
| | | | | | | | |
| Contract value | | $ | 112,705,258 | | $ | 101,073,866 | |
| Fair value | | | 112,705,258 | | | 104,677,234 | |
| Weighted average yield | | | 5.22 | % | | 5.41 | % |
| Crediting interest rate ranging from | | | 4.02% to 7.67 | % | | 4.02% to 7.67 | % |
| Maturity dates ranging from (a) | | | 2004 to 2008 | | | 2003 to 2008 | |
| (a) | Synthetic guaranteed investment contracts, with a fair market value of $87,506,437 and $69,931,951, at December 31, 2003 and 2002, respectively, do not have a stated maturity and are periodically reviewed by Dwight Asset Management to ensure the contract terms remain reasonable in comparison to the market. |
Note E: Transactions with Parties In-Interest
For the years ended December 31, 2003 and 2002, the Plan received dividend income of $3,183,312 and $2,314,199, respectively, on shares of MBNA Corporation Common Stock held by the Plan. At December 31, 2003 and 2002 the Plan also had a dividend receivable of $855,841 and $612,118, respectively, on shares of MBNA Corporation Common Stock held by the Plan. The dividend receivable is included in income receivable on the Statement of Net Assets Available for Benefits.
Note F: Tax Status
The Plan received a determination letter from the Internal Revenue Service dated April 17, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.
Note G: Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500:
| | | December 31, | |
| | |
| |
| | | 2003 | | 2002 | |
| | |
| |
| |
| | | | | | | | |
| Net assets available for benefits per the financial statements | | $ | 771,747,665 | | $ | 580,050,721 | |
| Amounts allocated to withdrawing Participants (a) | | | (392,741 | ) | | (110,437 | ) |
| | |
| |
| |
| Net assets available for benefits per Form 5500 | | $ | 771,354,924 | | $ | 579,940,284 | |
| | |
| |
| |
| (a) | Amounts allocated to withdrawing Pparticipants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. |
The following is a reconciliation of benefits paid to Participants or beneficiaries according to the financial statements to Form 5500:
| | | For the Year Ended | |
| | | December 31, 2003 | |
| | |
| |
| | | | | |
| Benefits paid to Participants or beneficiaries per the financial statements | | $ | 27,813,842 | |
| Add: amounts allocated to withdrawing Participants at December 31, 2003 (a) | | | 392,741 | |
| Less: amounts allocated to withdrawing Participants at December 31, 2002 (a) | | | (110,437 | ) |
| | |
| |
| Benefits paid to Participants or beneficiaries per Form 5500 | | $ | 28,096,146 | |
| | |
| |
| (a) | Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. |
Attachment to Form 5500
EIN: 52-1713008
PN: 001
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) (1)
MBNA Corporation 401(k) Plus Savings Plan
December 31, 2003
Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment | | Current Value | |
| |
Investments at Fair Value | | | | | | | | | | |
| Interest in registered investment companies: | | | | | | | | | | |
| American Balanced Fund | | | 5,415,860 | | units | | $ | 93,640,213 | |
| MFS Research Fund | | | 4,319,764 | | | | | | 75,552,679 | |
| Baron Asset Fund | | | 897,183 | | | | | | 39,323,534 | |
| Bond Fund of America | | | 2,308,459 | | | | | | 31,187,282 | |
| PBHG Growth Fund | | | 1,744,102 | | | | | | 31,062,450 | |
| | | | | | | | |
| |
| Total interest in registered investment companies | | | | | | | | | 270,766,158 | |
| | | | | | | | | | | |
| Common Stock of MBNA Corporation (2) | | | 8,612,090 | | shares | | | 214,010,436 | |
| | | | | | | | | | | |
| Collective investment funds: | | | | | | | | | | |
| Barclays Global Investors Equity Index Fund | | | 3,226,867 | | units | | | 105,357,194 | |
| SEI Stable Asset Fund (3) | | | 29,537,079 | | | | | | 29,537,079 | |
| Short-term investment fund (3) | | | | | | | | | 4,332,462 | |
| | | | | | | | |
| |
| Total collective investment funds | | | | | | | | | 139,226,735 | |
| | | | | | | | | | | |
| Participant loans (with interest rates ranging from 5.00% and 10.50% and | | | | | | | | | | |
| maturity dates through 2033) (2) | | | | | | | | 34,391,066 | |
| | | | | | |
| |
| Total investments at fair value | | | | | | | | | 658,394,395 | |
| | | | | | | | | | | |
Investments at Contract Value | | | | | | | | | | |
| Traditional guaranteed investment contracts (“GIC”) (3): | | | | | | | | | | |
| The Travelers GIC (#17695) | | | 7.43 | % | | | | | 6,378,594 | |
| Metropolitan Life GIC (#28718) | | | 4.07 | | | | | | 5,236,591 | |
| Allstate GIC (#6356) | | | 4.02 | | | | | | 5,209,431 | |
| New York Life GIC (#31133) | | | 7.67 | | | | | | 3,889,477 | |
| Principal Life (#46425) | | | 6.17 | | | | | | 3,507,256 | |
| Monumental GIC (#04179) | | | 5.45 | | | | | | 3,351,954 | |
| | | | | | | | |
| |
| Total traditional guaranteed investment contracts | | | | | | | | | 27,573,303 | |
| Synthetic guaranteed investment contracts (3): | | | | | | | | | | |
| Dwight Target 2 Fund | | | | | | | | | 26,680,403 | |
| Dwight Target 5 Fund | | | | | | | | | 15,253,123 | |
| | | | | | | | |
| |
| CDC-FP synthetic GIC (#1081) | | | 3.87 | | | | | | 41,933,526 | |
| | | | | | | | | | | |
| Dwight Target 5 Fund | | | | | | | | | 31,633,365 | |
| Dwight Target 2 Fund | | | | | | | | | 11,565,064 | |
| | | | | | |
| |
| State Street Bank & Trust synthetic GIC (#97056) | | | 4.90 | | | | | | 43,198,429 | |
| | | | | | |
| |
| Total synthetic guaranteed investment contracts | | | | | | | | | 85,131,955 | |
| | | | | | |
| |
| Total investments at contract value | | | | | | | | | 112,705,258 | |
| | | | | | |
| |
| Total investments | | | | | | | | $ | 771,099,653 | |
| | | | | | | | |
| |
| (1) | Historical cost omitted as all investments are Participant-directed. |
| (2) | Party-in-interest. |
| (3) | A component of the Dwight Asset Management Fixed Income Fund. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | MBNA Corporation 401(k) Plus Savings Plan |
| Date: June 28, 2004 | /s/ | Vernon H.C. Wright |
|
|
| | Vernon H.C. Wright |
| | On behalf of the Pension and 401(k) Plan Committee of MBNA Corporation |
