9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-10683
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MBNA Corporation
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(Exact name of registrant as specified in its charter)
Maryland 52-1713008
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Wilmington, Delaware 19884-0141
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(Address of principal executive offices) (Zip Code)
(800) 362-6255
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------------------------------ ---------------------------
Common Stock, $.01 par value New York Stock Exchange
7 1/2% Cumulative Preferred Stock, Series A New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock,
Series B New York Stock Exchange
MBNA Capital A 8.278% Capital Securities,
Series A, guaranteed by MBNA Corporation
to the extent described therein New York Stock Exchange
MBNA Capital B Floating Rate Capital
Securities, Series B, guaranteed by MBNA
Corporation to the extent described therein New York Stock Exchange
MBNA Capital C 8.25% Trust Originated Preferred
Securities, Series C, guaranteed by MBNA
Corporation to the extent described therein New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 [ ]
Pursuant to Rule 15d-21 of the Securities and Exchange Commission under the
Securities Act of 1934 (as amended), the Registrant amends its Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, to file the financial
statements required by Form 11-K with respect to the MBNA Corporation 401(k)
Plus Savings Plan.
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
Index to Financial Statements and Supplemental Schedule
Page Number
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(A) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE:
FINANCIAL STATEMENTS:
Report of Independent Auditors............................... 1
Statements of Net Assets Available for Benefits.............. 2
Statement of Changes in Net Assets Available for Benefits.... 3
Notes to Financial Statements................................ 4
SUPPLEMENTAL SCHEDULE:
Schedule H, Line 4(i)-Schedule of Assets Held for Investment
Purposes at End of Year..................................... 8
(B) EXHIBITS
Exhibit 23: Consent of Independent Auditors................. 9
(C) SIGNATURE.................................................... 10
REPORT OF INDEPENDENT AUDITORS
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, 1999
and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. 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 auditing standards generally
accepted in the 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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
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 for investment purposes at end of year 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 16, 2000
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
----------------------------
1999 1998
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ASSETS
Investments at fair value:
Common trust funds............................ $ 107,411,626 $ 83,859,644
Interest in registered investment companies... 134,337,765 97,840,785
Short-term investment fund.................... 2,356,083 4,164,862
Common Stock of MBNA Corporation.............. 197,729,897 167,211,299
Guaranteed investment contracts............... 33,185,167 31,771,880
Loans receivable.............................. 21,865,593 19,191,482
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Total investments........................... 496,886,131 404,039,952
Receivable for investment sold.................. 2,954,760 974,763
Income receivable............................... 607,717 489,152
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Total assets................................ 500,448,608 405,503,867
LIABILITIES
Accrued expenses and other liabilities.......... 112,986 181,927
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Total liabilities........................... 112,986 181,927
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Net assets available for benefits........... $ 500,335,622 $ 405,321,940
============= =============
==============================================================================
See accompanying notes to 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, 1999
------------------
ADDITIONS
Investment income:
Interest........................................... $ 2,103,413
Income from common trust funds..................... 913,844
Income from interest in registered investment
companies......................................... 2,547,008
Dividends from Common Stock of
MBNA Corporation.................................. 1,970,032
Interest income from loans receivable.............. 1,833,377
------------------
Total investment income.......................... 9,367,674
Contributions:
Employer........................................... 16,483,224
Employee........................................... 37,505,269
------------------
Total additions.................................. 63,356,167
DEDUCTIONS
Payments to participants............................. 21,241,835
Administrative expenses.............................. 1,045,710
------------------
Total deductions................................. 22,287,545
Net realized and unrealized appreciation in
fair value of investments........................... 53,945,060
------------------
Net additions.................................... 95,013,682
Net assets available for benefits at
beginning of year................................... 405,321,940
------------------
Net assets available for benefits at
end of year......................................... $ 500,335,622
==================
==============================================================================
See accompanying notes to the financial statements.
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
The MBNA Corporation 401(k) Plus Savings Plan's ("the Plan") financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States on the accrual basis, which requires MBNA
Corporation's ("the Corporation") management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Investments, except for loans receivable and guaranteed investment contracts
which are "fully benefit responsive," are stated at aggregate fair value. The
guaranteed investment contracts have stated maturities and are valued at the
amount contributed plus interest earned less withdrawals. Certain of these
contracts contain early withdrawal penalties except to fulfill benefits elected
by plan 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 plan participants exercising their rights to withdraw, borrow, or
transfer funds under the terms of the Plan. A guaranteed investment contract
which is "fully benefit responsive" is recorded at contract value. 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 and investments in common trust funds are stated at the
Plan's interest in the fair value of the underlying assets in the registered
investment companies and common trust funds. Loans receivable are stated 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.
Benefits are recognized when paid. Administrative expenses of $1,045,710 in
1999, including amounts paid to The Northern Trust Company, for acting as
trustee and custodian of the Plan's investments, are paid by the Plan.
NOTE 2: DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan which qualifies under section 401(k) of
the Internal Revenue Code ("IRC"). Employees can invest up to a maximum of 12%
of eligible earnings on a pre-tax basis (up to $10,000 per year for 1999 and
1998) and a maximum of 10% of eligible earnings on an after-tax basis.
Combined employee contributions, including after-tax contributions limited to
10%, may not exceed 17% of eligible earnings. The Corporation automatically
contributes 1% of eligible earnings for each participant and matches the first
6% of either before-tax or after-tax employee contributions at fifty cents on
the dollar. Both employee and employer contributions for highly compensated
employees have been limited to ensure the passage of non-discrimination tests.
All contributions to the Plan are immediately 100% vested. Pre-tax
contributions, as well as the automatic 1% contribution by the Corporation, are
not available for withdrawal before attaining age 59-1/2 or termination of
employment. Pre-tax contributions may also be available in certain
circumstances of financial hardship.
Subject to certain limitations, participants may elect to withdraw all or part
of their after-tax and matching contributions plus earnings from the Plan. In
addition, participants can borrow money against their savings in the Plan.
The Plan provides eight investment options. A participant's contribution may be
invested in 5% increments in any of the available funds. In addition, not more
than 25% of new contributions may 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 Pension and 401(k) Plan Committee. The Plan's
investment options are:
Fixed Income Fund
Bond Fund
Diversified Fund
Index Fund
Growth Fund
MBNA Stock Fund
Aggressive Growth Fund
Moderate Aggressive Growth Fund
In addition to the eight investment options, borrowings by participants against
their savings in the Plan and related activity are reported in the Loan Fund.
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 account.
Information about the Plan, including distribution provisions and withdrawal
limitations, is contained in the Summary Plan Description. Copies of the
Summary Plan Description are available from the Benefits and Compensation
Department of the Corporation.
NOTE 3: INVESTMENTS
The net realized and unrealized appreciation in fair value of the Plan's
investments was as follows:
For the Year Ended
December 31, 1999
------------------
Common trust funds................................. $ 15,369,886
Interest in registered investment companies........ 20,255,691
Common Stock of MBNA Corporation................... 18,319,483
------------------
Total net realized and unrealized
appreciation in fair value of investments....... $ 53,945,060
==================
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for benefits at December 31, 1999 and 1998 are as
follows:
1999 1998
---------------------- ----------------------
Units Fair Value Units Fair Value
--------- ------------ --------- ------------
Common trust funds:
Barclays Global Equity Index
Fund......................... 2,237,443 $ 90,974,452 2,067,251 $ 69,459,644
Interest in registered
investment companies:
American Balanced Fund........ 2,829,813 40,805,897 2,482,319 39,121,347
MFS Research Fund............. 2,134,761 61,609,202 1,866,568 46,944,173
Common Stock of MBNA
Corporation.................... 7,256,143 197,729,897 6,705,215 167,211,299
The Plan's investments in guaranteed investment contracts in the aggregate for
the year ended December 31, 1999 and 1998 were as follows:
1999 1998
--------------- ---------------
Contract value............................ $ 33,185,167 $ 31,771,880
Fair value................................ 33,185,167 31,771,880
Weighted average yield.................... 6.09% 5.87%
Crediting interest rates ranging from..... 5.99% to 6.37% 4.62% to 6.37%
Maturity dates ranging from............... 2000 to 2003 1999 to 2003
The guaranteed investment contracts held by the Plan at December 31, 1999 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 fair value of the
guaranteed investment contracts approximates book value.
NOTE 4: TRANSACTIONS WITH PARTIES-IN-INTEREST
For the year ended December 31, 1999, the Plan earned investment income of
$168,276 on its investments administered by the trustee. In addition, for the
year ended December 31, 1999, the Plan earned dividend income of $1,970,032 on
shares of MBNA Corporation Common Stock held by the Plan. As of December 31,
1999 and 1998, the Plan also had a dividend receivable of $518,356 and
$416,293, respectively, on shares of MBNA Corporation Common Stock held by the
Plan.
Fees paid during the year for services rendered to the Plan by parties-in-
interest were based on customary and reasonable rates for such services.
NOTE 5: INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 12, 1995, stating that the Plan is qualified under Section 401(a) of
the IRC and, therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan Administrator believes the Plan is being
operated in compliance with the applicable requirements of the IRC and,
therefore, believes the Plan is qualified and the related trust is tax exempt.
NOTE 6: RECONCILIATION TO FORM 5500
The financial statements for the years ended December 31, 1999 and 1998 differ
from the Form 5500 filed with the IRS in that net gains and losses and
unrealized appreciation and depreciation of investment assets have been
combined in the financial statements as net realized and unrealized
appreciation in fair value of investments rather than shown separately as on
schedule H, lines 2b(4) and 2b(5) of Form 5500. In addition, a liability for
benefits payable of $34,788 and $477,837 at December 31, 1999 and 1998,
respectively, has been recorded on schedule H, line 2(i) of the Form 5500 and
line 31(g) of the Form 5500, respectively, and has not been recorded in these
financial statements.
ATTACHMENT TO FORM 5500
EIN: 52-1713008
PN: 001
SCHEDULE H, LINE 4(i)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR (1)
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
December 31, 1999
Identity of Issue, Borrower, Description of Current
Lessor or Similar Party Investment Value
- ----------------------------------------------- ---------------- ------------
Common trust funds:
Barclay Global Equity
Index Fund.................................. 2,237,443 units $ 90,974,452
SEI Stable Asset Fund........................ 16,437,174 units 16,437,174
------------
Total common trust funds................... 107,411,626
Interest in registered
investment companies:
American Balanced Fund....................... 2,829,813 units 40,805,897
MFS Research Fund............................ 2,134,761 units 61,609,202
Bond Fund of America......................... 407,668 units 5,291,535
PBHG Growth Fund............................. 496,651 units 23,531,302
Baron Asset Fund............................. 52,745 units 3,099,829
------------
Total interest in registered
investment companies...................... 134,337,765
Short-term investment fund..................... 2,356,083
Common Stock of MBNA Corporation*.............. 7,256,143 units 197,729,897
Guaranteed investment
contracts ("GIC"):
Peoples Security GIC......................... 6.37% 3,404,463
Sun America GIC.............................. 6.33% 3,001,009
John Hancock GIC............................. 6.21% 5,050,599
The Travelers GIC............................ 6.00% 3,326,962
State Street Bank & Trust
Synthetic GIC............................... 5.99% 18,402,134
------------
Total guaranteed investment contracts...... 33,185,167
Loans receivable due from participants*........ 21,865,593
------------
Total investments.......................... $496,886,131
============
(1) Historical cost omitted as all investments are participant-directed
* Party-in-interest
EXHIBIT 23: CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration
Statements of MBNA Corporation, and in the related Prospectuses, of our report
dated June 16, 2000 included in Form 10-K/A-1, with respect to the financial
statements and schedules of the MBNA Corporation 401(k) Plus Savings Plan for
the year ended December 31, 1999:
Number 33-41936 on Form S-8 dated July 22, 1991
Number 33-41895 on Form S-8 dated July 24, 1991
Number 33-50498 on Form S-3 (as amended by Post-Effective
Amendment No. 1) dated August 28, 1992
Number 33-71640 on Form S-8 dated November 15, 1993
Number 33-76278 on Form S-3 (as amended by Amendment No. 1)
dated April 8, 1994
Number 33-95438 on Form S-8 dated August 4, 1995
Number 33-95600 on Form S-3 (as amended by Pre-Effective
Amendment No. 1) dated September 1, 1995
Number 333-17187 on Form S-3 dated December 3, 1996
Number 333-15721 on Form S-3 (as amended by Amendment
No. 2) dated December 10, 1996
Number 333-21181 on Form S-4 (as amended by Amendment
No. 1) dated February 25, 1997
Number 333-06824 on Form S-8 dated April 22, 1997
Number 333-47179 on Form S-3 (as amended by Amendment
No. 1) dated April 6, 1998
Number 333-51477 on Form S-8 dated April 30, 1998
Number 333-74919 on Form S-3 dated March 24, 1999
Number 333-79987 on Form S-8 dated June 4, 1999
/s/ Ernst & Young LLP
Baltimore, Maryland
June 26, 2000
SIGNATURE
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 CORPORATION
Date: June 28, 2000 By: /s/ M. Scot Kaufman
-------------------------------
M. Scot Kaufman
Senior Executive Vice President
and Chief Financial Officer