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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 2004
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: 000- 50139
FIRST NATIONAL MASTER NOTE TRUST
(Exact name of registrant as specified in its charter)
Nebraska Not Applicable
- --------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
1620 Dodge Street, Stop Code 3198, Omaha, Nebraska 68197-3198
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(402) 341-0500
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class
Series 2002-1 Asset Backed Notes, Class A Notes
Series 2002-1 Asset Backed Notes, Class B Notes
Series 2002-1 Asset Backed Notes, Class C Notes
Series 2003-1 Asset Backed Notes, Class A Notes
Series 2003-1 Asset Backed Notes, Class B Notes
Series 2003-1 Asset Backed Notes, Class C Notes
Series 2003-2 Asset Backed Notes, Class A Notes
Series 2003-2 Asset Backed Notes, Class B Notes
Series 2003-2 Asset Backed Notes, Class C Notes
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 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 (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES [ ] NO [X]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant: $ 0.
DOCUMENTS INCORPORATED BY REFERENCE
No documents have been incorporated by reference into this Form 10-K.
TABLE OF CONTENTS
PART I
Item 1. Business 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 6
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements With Accountants on Accounting
And Financial Disclosure 15
Item 9A. Controls and Procedures 15
PART III
Item 10. Directors and Executive Officers of the Registrant 15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners and Management 15
Item 13. Certain Relationships and Related Transactions 16
Item 14. Principal Accounting Fees and Services 16
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 16
SIGNATURES 18
EXHIBIT 23.1 19
EXHIBIT 31.1 20
EXHIBIT 32.1 21
EXHIBIT 32.2 22
EXHIBIT 99.1 23
2
PART I
In no-action letters issued to a variety of issuers of pass-through
securities representing ownership interests in trusts whose principal assets are
receivables generated under consumer credit accounts owned by the financial and
retailing institutions which established such trusts, the Division of
Corporation Finance has stated that it would not raise any objection if the
servicer of the trust, on behalf of the trust, files the trust's Annual Report
on Form 10-K in accordance with a specified format. See, e.g., Sears Credit
Account Master Trust II (August 24, 1995); Mercantile Credit Card Master Trust
(August 23, 1995); Banc One Credit Card Master Trust (May 26, 1995); Household
Affinity Credit Card Master Trust I (April 29, 1994); Sears Credit Account
Master Trust I (December 23, 1993); First Deposit Master Trust (December 23,
1993); Discover Card Trust 1993 B (April 9, 1993); Prime Credit Master Trust
(January 29, 1993); Private Label Credit Card Master Trust (May 20, 1992); and
Chase Manhattan Credit Card Trust 1990-A (March 22, 1991). This Annual Report on
Form 10-K is in substantially the form to which the Division of Corporation
Finance, in the no-action letters referred to above, has stated that it would
not object.
ITEM 1. Business.
The First National Master Note Trust (the "Trust") was formed for the
purpose of issuing, from time to time, asset-backed notes under the Master
Indenture dated as of October 24, 2002 (as supplemented from time to time, the
"Indenture") between the Trust and The Bank of New York (the "Indenture
Trustee") and one or more supplements thereto. The property of the Trust
includes, and will include, a portfolio of receivables and/or collateral
certificates representing a beneficial interest in receivables (collectively,
the "Receivables") generated from time to time by certain designated eligible
VISA and Mastercard credit card accounts (collectively, the "Accounts") owned by
First National Bank of Omaha, all monies due or to become due in payment of the
Receivables, all proceeds of such Receivables and any series credit enhancement
provided for any particular series or class of notes.
On October 24, 2002, the Trust issued: $332,000,000 Class A Notes, Series
2002-1 Asset Backed Notes; $31,000,000 Class B Notes, Series 2002-1 Asset Backed
Notes; and $37,000,000 Class C Notes, Series 2002-1 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated October
16, 2002 and the prospectus dated October 16, 2002.
On December 30, 2002, the Trust issued: $136,125,000 Series 2002-2
Floating Rate Class A Asset Backed Notes and $13,875,000 Series 2002-2 Floating
Rate Class B Asset Backed Notes. These notes were privately placed. These notes
were retired in December 2003.
On March 20, 2003, the Trust issued: $415,000,000 Class A Notes, Series
2003-1 Asset Backed Notes; $38,750,000 Class B Notes, Series 2003-1 Asset Backed
Notes; and $46,250,000 Class C Notes, Series 2003-1 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated March 13,
2003 and the prospectus dated March 13, 2003.
3
On November 17, 2003, the Trust issued: $411,250,000 Class A Notes, Series
2003-2 Asset Backed Notes; $40,000,000 Class B Notes, Series 2003-2 Asset Backed
Notes; and $48,750,000 Class C Notes, Series 2003-2 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated November
4, 2003 and the prospectus dated November 4, 2003.
On December 17, 2003, the Trust issued the VFN Series 2003-3 Asset Backed
Notes. These notes were privately placed. The outstanding principal amount of
these Notes may vary from time to time, up to $224,375,000 for the Class A-1
Notes, up to $89,750,000 for the Class A-2 Notes, up to $25,625,000 for the
Class B-1 Notes and up to $10,250,000 for the Class B-2 Notes.
On June 15, 2004, the Trust issued the VFN Series 2004-1 Asset Backed
Notes. These notes were privately placed. The outstanding principal amount of
these notes may vary from time to time, up to $246,750,000 for the Class A
Notes, up to $24,000,000 for the Class B Notes and up to $29,250,000 for the
Class C Notes.
ITEM 2. Properties.
The property of the Trust includes, and will include, a portfolio of
Receivables and/or collateral certificates representing a beneficial interest in
Receivables generated from time to time by certain designated eligible Accounts
owned by First National Bank of Omaha, all monies due or to become due in
payment of the Receivables, all proceeds of such Receivables and any series
credit enhancement provided for any particular series or class of notes.
Pursuant to the Indenture and pursuant to the related amended and restated
pooling and servicing agreement and transfer and servicing agreement, each month
the servicer prepares a monthly report (the "Monthly Report") containing
information regarding the Trust's notes and assets for the prior month and the
related payment dates for the notes. First National Bank of Omaha, as servicer,
has executed the Annual Servicer's Certificate regarding its servicing
activities which is attached hereto as Exhibit 99.1.
ITEM 3. Legal Proceedings.
There is nothing to report with regard to this item.
ITEM 4. Submission of Matters to a Vote of Security Holders.
There is nothing to report with regard to this item.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
To the best knowledge of the Trust, there are secondary sales of the
Trust's Series 2002-1 Asset Backed Notes, Class A Notes; Series 2002-1 Asset
Backed Notes, Class B Notes; Series
4
2002-1 Asset Backed Notes, Class C Notes; Series 2003-1 Asset Backed Notes,
Class A Notes; Series 2003-1 Asset Backed Notes, Class B Notes; Series 2003-1
Asset Backed Notes, Class C Notes; Series 2003-2 Asset Backed Notes, Class A
Notes; Series 2003-2 Asset Backed Notes, Class B Notes; and Series 2003-2 Asset
Backed Notes, Class C Notes, although the frequency of transactions varies
substantially over time.
Each of the publicly offered classes of notes is represented by one or
more notes registered in the name of Cede & Co. ("Cede"), the nominee of The
Depository Trust Company ("DTC").
ITEM 6. Selected Financial Data.
The selected financial data has been omitted since the required
information is included in the financial statements.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
There is nothing to report with regard to this item.
5
ITEM 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the First National Master Note Trust and its Note Holders
First National Bank of Omaha
Omaha, Nebraska
We have audited the accompanying statements of assets and liabilities arising
from cash transactions of the First National Master Note Trust (the "Trust") as
of December 31, 2004, 2003 and 2002, and the related statements of distributable
income arising from cash transactions for the years then ended. These financial
statements are the responsibility of the Trust'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. The Trust is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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.
As discussed in Note 1 to the financial statements, these financial statements
are prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than accounting principles generally
accepted in the United States of America.
In our opinion, such financial statements present fairly, in all material
respects, the assets and liabilities of the Trust at December 31, 2004, 2003 and
2002 and its distributable income for the years then ended on the basis of
accounting described in Note 1.
/s/ Deloitte & Touche LLP
March 25, 2005
6
FIRST NATIONAL MASTER NOTE TRUST
STATEMENTS OF ASSETS AND LIABILITIES ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2004 AND 2003
2004 2003
-------------- --------------
ASSETS
Cash available for distribution $ 28,315,763 $ 43,353,139
Credit card receivables 1,859,000,000 1,659,000,000
-------------- --------------
Total assets $1,887,315,763 $1,702,353,139
============== ==============
LIABILITIES
Income to be distributed $ 28,315,763 $ 43,353,139
Asset-backed notes:
Series 2002-1 400,000,000 400,000,000
Series 2003-1 500,000,000 500,000,000
Series 2003-2 500,000,000 500,000,000
Series 2003-3 259,000,000 259,000,000
Series 2004-1 200,000,000 -
-------------- --------------
Total asset-backed notes 1,859,000,000 1,659,000,000
-------------- --------------
Total liabilities $1,887,315,763 $1,702,353,139
============== ==============
See notes to cash basis financial statements.
7
FIRST NATIONAL MASTER NOTE TRUST
STATEMENTS OF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
-------------- -------------- --------------
Distributable Income:
Allocable to principal $2,508,587,685 $1,281,554,115 $ 94,868,601
Allocable to interest 303,681,339 183,124,321 17,920,433
-------------- -------------- --------------
Distributable income 2,812,269,024 1,464,678,436 112,789,034
Income Distributed:
Distribution of principal to purchase new receivables 2,508,587,685 1,281,554,115 94,868,601
Interest paid on asset-backed notes 28,711,102 12,284,226 1,212,733
Servicing fees paid for First National Bank of Omaha 31,664,590 16,060,979 1,161,644
Distribution to purchase new receivables for amounts
previously written off 127,361,924 59,990,899 4,917,288
Distribution on transferor's interest 87,627,960 51,435,078 3,953,752
-------------- -------------- --------------
Income distributed 2,783,953,261 1,421,325,297 106,114,018
-------------- -------------- --------------
Excess of distributable income over income distributed $ 28,315,763 $ 43,353,139 $ 6,675,016
============== ============== ==============
See notes to cash basis financial statements.
8
FIRST NATIONAL MASTER NOTE TRUST
NOTES TO CASH BASIS FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
First National Master Note Trust (the "Trust") was created to acquire
credit card receivables and related assets for the purpose of issuing
asset-backed notes under the Master Indenture dated October 24, 2002
between First National Master Note Trust and The Bank of New York, and one
or more supplements thereto. The property of the Trust includes the
Collateral Certificate ("Collateral Certificate") issued by First Bankcard
Master Credit Card Trust (the "Receivables Trust") representing an
undivided interest in Visa and Mastercard credit card receivables
originated by First National Bank of Omaha (the "Bank"), an affiliate of
the Bank or acquired by the Bank or an affiliate.
First National Bank of Omaha retains servicing responsibility pursuant to
the Second Amended and Restated Pooling and Servicing Agreement dated as
of October 24, 2002 and the Transfer and Servicing Agreement dated as of
October 24, 2002 and receives annual servicing compensation for acting as
servicer. In order to facilitate its servicing functions and minimize
administrative burdens and expenses, the Bank retains physical possession
of the documents relating to the receivables as custodian for the trustee
of the Receivables Trust and the Trust. The Trust and the Receivables
Trust have no employees.
The financial statements of the Trust are prepared on a cash basis of
accounting. Such financial statements differ from financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America in that interest income and the related
assets are recognized when received rather than when earned and
distributions are recognized when paid rather than when the obligation is
incurred. The statement of assets and liabilities arising from cash
transactions as of December 31, 2004 and 2003 reflects the amounts to be
distributed on January 15, 2005 and 2004, respectively, which represents
the distribution of income received by the Trust for the period December
1, 2004 through December 31, 2004 and December 1, 2003 through December
31, 2003, respectively.
2. PRINCIPAL AND INTEREST PAYMENT
Collections of principal on the receivables are used to make principal
distributions to note holders and to purchase new credit card receivables
on a daily basis.
Collections of finance charge receivables, which include late fees,
non-sufficient funds check fees, annual fees, recoveries of amounts
previously written off and association interchange, are used to pay
interest to the note holders, pay servicing fees, purchase new credit card
receivables equal to amounts written off during the month and maintain
certain reserve and spread accounts. Excess finance charge collections, if
any, are distributed to First National Funding LLC, a subsidiary of the
Bank. The distribution date is the 15th day of each month (or the next
following business day).
9
3. ASSET-BACKED NOTES
The Trust may issue from time to time asset-backed notes in one or more
series, which will consist of one or more classes of notes, secured by the
Collateral Certificate. As of December 31, 2004 and 2003, the Trust had
issued and had outstanding the following floating rate notes:
DECEMBER 31, 2004 DECEMBER 31, 2003
--------------------------- ----------------------------
% OF TOTAL % OF TOTAL
DESCRIPTION $ ISSUED ISSUED $ ISSUED ISSUED
----------- -------------- ---------- -------------- ----------
Series 2002-1 $ 400,000,000 21.52% $ 400,000,000 24.11%
Series 2003-1 500,000,000 26.90 500,000,000 30.14
Series 2003-2 500,000,000 26.90 500,000,000 30.14
Series 2003-3 259,000,000 13.93 259,000,000 15.61
Series 2004-1 200,000,000 10.75 - 0.00
-------------- ----- -------------- -----
Total Issued $1,859,000,000 100% $1,659,000,000 100%
============== ===== ============== =====
Series are either publicly issued or privately placed. The following table
summarizes the method of issuance for each series:
DATE OF PROSPECTUS
AND PROSPECTUS
SERIES METHOD OF ISSUANCE SUPPLEMENT
- ------ ------------------ ------------------
2002-1 Publicly issued October 16, 2002
2003-1 Publicly issued March 13, 2003
2003-2 Publicly issued November 4, 2003
2003-3 Privately placed -
2004-1 Privately placed -
10
The following table summarizes the maturity dates and interest rates as of
December 31:
SERIES 2002-1 SERIES 2003-1 SERIES 2003-2 SERIES 2003-3 SERIES 2004-1
-------------------- ------------------ --------------------- --------------------- -----------------
TYPE (1) TERM TERM TERM CONDUIT CONDUIT
2004:
Expected principal
payment date October 17, 2005 (2) March 15, 2006 (3) November 15, 2006 (4) - -
Scheduled Class A
payment date - - - December 31, 2008 (5) July 15, 2010 (6)
Interest rates:
Class A LIBOR* + .11 LIBOR + .10 LIBOR + .11 CP** + .27 CP
Class B LIBOR + .40 2.76% 3.08% CP + 1.22 CP + .09
Class C LIBOR + 1.12 LIBOR + 1.60 3.70% - CP + .30
2003:
Expected principal
payment date October 17, 2005 (2) March 15, 2006 (3) November 15, 2006 (4) - -
Scheduled Class A
payment date - - - December 31, 2008 (5) -
Interest rates:
Class A LIBOR + .11 LIBOR + .10 LIBOR + .11 CP + .27 -
Class B LIBOR + .40 2.76% 3.08% CP + 1.22 -
Class C LIBOR + 1.12 LIBOR + 1.60 3.70% - -
(1) In a conduit securitization, the Company's loans are converted into
securities and sold to commercial paper issuers which pool the securities
with those of other issuers. The amount securitized in a conduit structure
is allowed to fluctuate within the terms of the facility. Term
securitization structures are for a fixed amount and a fixed term.
(2) Collections of the underlying principal receivables required to pay the
Notes on the expected principal payment date were scheduled to be
deposited into a trust account for the note holders beginning on October
1, 2004, however these deposits have been delayed until August 1, 2005 as
permitted by Section 4.14 of the Series 2002-1 Indenture Supplement.
(3) Collections of the underlying principal receivables required to pay the
Notes on the expected principal payment date were scheduled to be
deposited into a trust account for the note holders beginning on March 1,
2005, except that these deposits have been delayed until January 1, 2006
as permitted by Section 4.14 of the Series 2003-1 Indenture Supplement.
(4) Collections of the underlying principal receivables required to pay the
Notes on the expected principal payment date were scheduled to be
deposited into a trust account for the note holders beginning on
November 1, 2005, except that these deposits may begin at a later date
if permitted by Section 4.14 of the Series 2003-2 Indenture Supplement.
(5) The Class A and B notes of Series 2003-3 are paid sequentially with a
twelve-month scheduled amortization period beginning December 1, 2007.
(6) The Class A, B, and C notes of Series 2004-1 are paid sequentially with a
twelve-month scheduled amortization period beginning July 1, 2009.
* London Interbank Offered Rate.
** Commercial Paper.
11
4. FEDERAL INCOME TAXES
The Trust is not taxable as a corporation for Federal income tax purposes.
Accordingly, no provision for income taxes is reflected in the
accompanying financial statements.
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the current amount that would
be exchanged between willing parties. Fair value is best determined based
upon quoted market prices. However, in many instances, there are no quoted
market prices for the Trust's various financial instruments. In cases
where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those
techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. Accordingly, the
fair value estimates may not be realized in an immediate settlement of the
instrument.
The following table presents the carrying amounts and fair values of the
specified assets and liabilities held by the Trust at December 31, 2004
and 2003. The information presented is based on pertinent information
available to management as of December 31, 2004 and 2003. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued since that time, and the current estimated fair value of these
financial instruments may have changed since that point in time.
DECEMBER 31, 2004 DECEMBER 31, 2003
----------------------------------- -----------------------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------------- ---------------- -------------- ----------------
Financial assets:
Cash available for
distribution $ 28,315,763 $ 28,315,763 $ 43,353,139 $ 43,353,139
Credit card receivables 1,859,000,000 1,859,000,000 1,659,000,000 1,788,070,200
Financial liabilities:
Income to be distributed $ 28,315,763 $ 28,315,763 $ 43,353,139 $ 43,353,139
Asset-backed notes 1,859,000,000 1,859,000,000 1,659,000,000 1,659,000,000
The following methods and assumptions were used in estimating fair value
disclosures for the Trust's financial instruments:
CASH AVAILABLE FOR DISTRIBUTION AND INCOME TO BE DISTRIBUTED - The
carrying amounts of these financial instruments approximate fair values
due to the short-term nature of these instruments.
CREDIT CARD RECEIVABLES - The fair values of the Trust's credit card
receivables have been estimated using two methods: 1) the carrying amounts
of short-term and variable rate loans approximate fair values excluding
certain credit card loans which are tied to an
12
index floor; and 2) for all other loans, discounting of projected future
cash flows. When using the discounting method, loans are pooled in
homogeneous groups with similar terms and conditions and discounted at a
target rate at which similar loans would be made to borrowers at year end.
ASSET-BACKED NOTES - The carrying amounts of asset-backed notes
approximate the fair values because the notes carry variable interest
rates.
13
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
There is nothing to report with regard to this item.
ITEM 9A. Controls and Procedures.
Not required by Items 307 and 308 of Regulation S-K.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report and not required by Instruction 3 to Item 406
of Regulation S-K.
ITEM 11. Executive Compensation.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
a) Each publicly offered class of the Trust's notes is represented by one
or more notes registered in the name of Cede, the nominee of DTC. An
investor holding an interest in such classes of notes is not entitled to
receive a note representing such interest except in limited circumstances
set forth in the Indenture. Accordingly, Cede is the sole holder of record
of such notes, which it holds on behalf of brokers, dealers, banks, and
other direct participants in the DTC system. Such direct participants may
hold notes for their own accounts or for the accounts of their customers.
The name and address of Cede is Cede & Co., c/o The Depository Trust
Company, 55 Water Street, New York, NY 10041.
b) Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
c) Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
Information required by Item 201(d) of Regulation S-K omitted because the
notes are not issued under equity compensation plans.
14
ITEM 13. Certain Relationships and Related Transactions.
There is nothing to report with regard to this item.
ITEM 14. Principal Accounting Fees and Services.
Omitted pursuant to the Instruction to Item 14 of Form 10-K.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
a) Listed below are the documents filed as part of this report:
1) All financial statements are included in Item 8 of this
report.
2) Exhibit 23.1 Consent of Deloitte & Touche LLP
Exhibit 31.1 Certification pursuant to Rule
13a-14 of the Securities Exchange
Act of 1934.
Exhibit 32.1 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1 Annual Servicer's Certificate.
Exhibit 99.2 Monthly Reports for the due periods beginning
in January 2004 and ending in December 2004
are incorporated by reference from the
Trust's Current Reports on Form 8-K filed
with the Commission on the following dates:
March 1, 2004; March 22, 2004; April 21,
2004; May 21, 2004; June 24, 2004; July 21,
2004; August 25, 2004; September 21, 2004;
October 20, 2004; November 23, 2004; December
29, 2004; and January 24, 2005 (Commission
File No. 000-50139).
b) Reports on Form 8-K:
The following Current Reports on Form 8-K were filed during the
fourth quarter of 2004:
15
ITEMS REPORTED DATE OF REPORT
-------------- --------------
Items 8.01 and 9.01: Monthly Report, September 2004 October 20, 2004
Items 8.01 and 9.01: Monthly Report, October 2004 November 23, 2004
Items 8.01 and 9.01: Monthly Report, November 2004 December 29, 2004
c) Included in Item 15(a)(2) of this report pursuant to Items 15(a)(3) and
15(c) of Form 10-K.
d) Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
16
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.
Dated: March 30, 2005 FIRST NATIONAL MASTER NOTE TRUST
By: First National Bank of Omaha,
As Servicer of First National Master Note
Trust
By: /s/ Matthew W. Lawver
----------------------------------------
Matthew W. Lawver, Senior Vice President
Dated: March 30, 2005 FIRST NATIONAL FUNDING LLC, as Transferor
By: First National Funding Corporation,
Managing Member
By: /s/ Matthew W. Lawver
----------------------------------------
Matthew W. Lawver, President
17