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, 2001
-------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------------- ------------------------
Commission file number 1-10683
---------------------------------------------------------
MBNA Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1713008
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Wilmington, Delaware 19884-0141
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(800) 362-6255
- -------------------------------------------------------------------------------
(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
MBNA Capital D 8.125% Trust Originated Preferred
Securities, Series D, 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, 2001, 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
----
(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 4i-Schedule of Assets (Held At End of Year) .......... 9
(B) EXHIBITS
Exhibit 23: Consent of Independent Auditors........................... 11
(C) SIGNATURE.............................................................. 12
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, 2001
and 2000, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. 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, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, 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 at end of year) as of December 31, 2001 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 7, 2002
MBNA CORPORATION 401(k) PLUS SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
----------------------------
2001 2000
------------- -------------
ASSETS
Investments at fair value:
Common trust funds............................ $ 97,517,613 $ 89,042,850
Interest in registered investment companies... 187,867,899 181,643,875
Short-term investment fund.................... 2,302,284 5,697,905
Common Stock of MBNA Corporation.............. 208,776,374 225,404,482
Guaranteed investment contracts............... 64,048,754 53,090,764
Loans receivable.............................. 27,993,977 25,153,658
------------- -------------
Total investments........................... 588,506,901 580,033,534
Receivable for investment sold.................. 1,571,475 -
Income receivable............................... 566,801 786,103
------------- -------------
Total assets................................ 590,645,177 580,819,637
LIABILITIES
Accrued expenses and other liabilities.......... 62,394 52,390
------------- -------------
Total liabilities........................... 62,394 52,390
------------- -------------
Net assets available for benefits........... $ 590,582,783 $ 580,767,247
============= =============
==============================================================================
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, 2001
------------------
ADDITIONS
Investment income:
Interest........................................... $ 3,791,959
Income from common trust funds..................... 823,351
Income from interest in registered investment
companies......................................... 2,866,463
Dividends from Common Stock of
MBNA Corporation.................................. 2,199,376
Interest income from loans receivable.............. 2,549,229
------------------
Total investment income.......................... 12,230,378
Contributions:
Employer........................................... 22,837,779
Employee........................................... 49,929,772
------------------
Total additions.................................. 84,997,929
DEDUCTIONS
Payments to participants............................. 25,043,130
Administrative expenses.............................. 800,578
------------------
Total deductions................................. 25,843,708
Net realized and unrealized depreciation in
fair value of investments........................... (49,338,685)
------------------
Net additions.................................... 9,815,536
Net assets available for benefits at
beginning of year................................... 580,767,247
------------------
Net assets available for benefits at
end of year......................................... $ 590,582,783
==================
==============================================================================
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 generally have stated maturities and are valued
at the amount contributed plus interest earned less withdrawals (i.e. contract
value). 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
traditional guaranteed investment contract is an investment contract in which
the Plan enters into a contract with an independent third party which provides
the Plan with a call on the contract issuer's assets in the event of default.
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. 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 depreciation in fair value of investments.
Benefits are recognized when paid. Administrative expenses of $800,578 in
2001, 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 $10,500 per year for 2001 and
2000) 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 in cash 1% of eligible earnings for each participant and matches in
cash 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 - Dwight Asset Management Fixed Income Fund
Bond Fund - Bond Fund of America
Diversified Fund - American Balanced Fund
Index Fund - Barclays Global Investors Equity Index Fund
Growth Fund - MFS Research Fund
Moderate Aggressive Fund - Baron Asset Fund
Aggressive Growth Fund - PBHG Growth Fund
MBNA Stock 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 Department of the
Corporation.
NOTE 3: INVESTMENTS
The net realized and unrealized depreciation in fair value of
the Plan's investments was as follows:
For the Year Ended
December 31, 2001
------------------
Common trust funds................................. $ (10,245,772)
Interest in registered investment companies........ (31,369,608)
Common Stock of MBNA Corporation................... (7,723,305)
------------------
Total net realized and unrealized
depreciation in fair value of investments....... $ (49,338,685)
==================
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for benefits at December 31, 2001 and 2000 are as
follows:
2001 2000
---------------------- ----------------------
Units Fair Value Units Fair Value
--------- ------------ --------- ------------
Common trust funds:
Barclays Global Investors
Equity Index Fund............ 2,347,987 $ 76,450,452 2,197,755 $ 81,207,048
Interest in registered
investment companies:
American Balanced Fund........ 3,985,830 63,175,410 3,003,014 46,456,634
MFS Research Fund............. 3,149,037 59,201,894 2,960,293 70,987,829
PBHG Growth Fund.............. 1,494,367 30,425,311 1,381,999 42,980,182
Common Stock of MBNA
Corporation (a)................ 5,931,147 208,776,374 6,102,321 225,404,482
(a) On June 6, 2002, the Corporation announced a three-for-two stock split
of its common stock. This will be effected in the form of a dividend,
with one additional common share issued on July 15, 2002 for every two
common shares held by stockholders of record as of the close of business
on July 1, 2002.
The Plan's investments in guaranteed investment contracts in the aggregate for
the years ended December 31, 2001 and 2000 were as follows:
2001 2000
--------------- ---------------
Contract value............................ $ 64,048,754 $ 53,090,764
Fair value................................ 64,048,754 53,090,764
Weighted average yield.................... 6.69% 6.86%
Crediting interest rates ranging from..... 5.45% to 7.67% 5.74% to 7.67%
Maturity dates ranging from (b)........... 2002 to 2006 2001 to 2005
(b) The synthetic GICs do not have a stated maturity and are periodically
reviewed by the investment manager to ensure the contracts remain
reasonable in comparison to the market.
The guaranteed investment contracts held by the Plan at December 31, 2001 and
2000 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.
NOTE 4: TRANSACTIONS WITH PARTIES-IN-INTEREST
For the year ended December 31, 2001, the Plan earned investment income of
$146,827 on its investments administered by the trustee. In addition, for the
year ended December 31, 2001, the Plan earned dividend income of $2,199,376 on
shares of MBNA Corporation Common Stock held by the Plan. As of December 31,
2001 and 2000, the Plan also had a dividend receivable of $540,893 and
$485,413, 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 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 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, 2001 and 2000 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
depreciation 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 $360,927 and $90,332 at December 31, 2001 and 2000,
respectively, has been recorded on schedule H, line 1g of the Form 5500, and
has not been recorded in these financial statements.
NOTE 7: NEW ACCOUNTING PRONOUNCEMENTS
The Derivatives Implementation Group issued Statement 133 Implementation Issue
No. C19, "Scope Exceptions: Contracts Subject to Statement 35, Statement 110,
or Statement of Position 94-4" ("Issue No. C19"), in October 2001. The
guidance in this issue is tentative upon an amendment to Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("Statement No. 133"), as amended by Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133"
and Statement of Financial Accounting Standards No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities-an Amendment of
FASB Statement No. 133." Issue No. C19 concludes that a contract that is
accounted for under either paragraph 4 or paragraph 5 of SOP 94-4 is not
subject to Statement No. 133 and defined contribution plans should report fully
benefit-responsive investment contracts at contract value, which may or may not
be equal to fair value. If adopted, the implementation of Issue No. C19 will
not have a material impact on the Plan's financial statements.
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, 2001
Identity of Issue, Borrower, Description of Current
Lessor or Similar Party Investment Value
- ----------------------------------------------- ---------------- ------------
Common trust funds:
Barclays Global Investors Equity
Index Fund.................................. 2,347,987 units $ 76,450,452
SEI Stable Asset Fund........................ 21,067,161 units 21,067,161
------------
Total common trust funds................... 97,517,613
Interest in registered
investment companies:
American Balanced Fund....................... 3,985,830 units 63,175,410
MFS Research Fund............................ 3,149,037 units 59,201,894
Bond Fund of America......................... 1,460,051 units 18,674,055
PBHG Growth Fund............................. 1,494,367 units 30,425,311
Baron Asset Fund............................. 368,674 units 16,391,229
------------
Total interest in registered
investment companies...................... 187,867,899
Short-term investment fund..................... 2,302,284
Common Stock of MBNA Corporation (2)........... 5,931,147 shares 208,776,374
Guaranteed investment contracts ("GIC"):
Sun America GIC.............................. 6.360% 3,190,261
John Hancock GIC............................. 7.010% 5,056,937
The Travelers GIC (#17695)................... 7.430% 5,526,800
The Travelers GIC (#17640)................... 7.590% 3,354,332
Principal Life............................... 6.170% 3,111,769
New York Life GIC............................ 7.670% 3,355,420
Monumental GIC (#00180)...................... 7.520% 3,362,856
Monumental GIC (#00762)...................... 6.370% 2,568,037
Monumental GIC (#04179)...................... 5.450% 3,014,428
Identity of Issue, Borrower, Description of Current
Lessor or Similar Party Investment Value
- ---------------------------------------------- ---------------- ------------
Dwight Target 2 Fund........................ 8,668,997
Dwight Target 5 Fund........................ 1,998,055
CDC-FP wrapper contract..................... (160,725)
------------
CDC-FP synthetic GIC....................... 6.280% 10,506,327
Dwight Target 5 Fund........................ 21,897,137
State Street wrapper contract............... (895,550)
------------
State Street Bank & Trust synthetic GIC.... 6.520% 21,001,587
------------
Total guaranteed investment contracts..... 64,048,754
Loans receivable due from participants........ 27,993,977
------------
Total investments......................... $588,506,901
============
(1) Historical cost omitted as all investments are participant-directed
(2) 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 7, 2002 included in Form 10-K/A-1, with respect to the financial
statements and schedule of the MBNA Corporation 401(k) Plus Savings Plan for
the year ended December 31, 2001:
Number 33-41936 on Form S-8 dated July 22, 1991
Number 33-41895 on Form S-8 dated July 24, 1991
Number 33-71640 on Form S-8 dated November 15, 1993
Number 33-95438 on Form S-8 dated August 4, 1995
Number 333-15721 on Form S-3 (as amended by Post-Effective
Amendment No. 1) 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 333-51477 on Form S-8 dated April 30, 1998
Number 333-74919 on Form S-3 (as amended by Post-Effective
Amendment No. 1) dated March 24, 1999
Number 333-79987 on Form S-8 dated June 4, 1999
Number 333-44422 on Form S-8 dated August 24, 2000
Number 333-45814 on Form S-3 dated September 14, 2000
/s/ Ernst & Young LLP
Baltimore, Maryland
June 25, 2002
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, 2002 By: /s/ M. Scot Kaufman
-------------------------------
M. Scot Kaufman
Senior Executive Vice President
and Chief Financial Officer
8