SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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 numbers: 33-41055, 33-43576, 33-62180, 33-77802, 33-84834,
33-97664, 33-99328, 333-38803, 333-80743, 333-52984, 333-91326 and 333-103013
Citibank (South Dakota), National Association
on behalf of
Citibank Credit Card Master Trust I
(Issuer in respect of the Citibank Credit Card Master Trust I
5.95% Class A Credit Card Participation Certificates, Series 1993-2
6.15% Class B Credit Card Participation Certificates, Series 1993-2
7.25% Class A Credit Card Participation Certificates, Series 1994-2
7.50% Class B Credit Card Participation Certificates, Series 1994-2
8.25% Class A Credit Card Participation Certificates, Series 1995-1
8.45% Class B Credit Card Participation Certificates, Series 1995-1
6.55% Class A Credit Card Participation Certificates, Series 1995-9
6.65% Class B Credit Card Participation Certificates, Series 1995-9
Floating Rate Class A Credit Card Participation Certificates, Series 1996-5
Floating Rate Class B Credit Card Participation Certificates, Series 1996-5
Floating Rate Class A Credit Card Participation Certificates, Series 1996-6
Floating Rate Class B Credit Card Participation Certificates, Series 1996-6
6.55% Class A Credit Card Participation Certificates, Series 1997-2
6.70% Class B Credit Card Participation Certificates, Series 1997-2
Floating Rate Class A Credit Card Participation Certificates, Series 1997-4
Floating Rate Class B Credit Card Participation Certificates, Series 1997-4
Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6
Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6
6.05% Class A Credit Card Participation Certificates, Series 1998-2
6.20% Class B Credit Card Participation Certificates, Series 1998-2
[cover page 1 of 2 pages]
5.80% Class A Credit Card Participation Certificates, Series 1998-3
5.95% Class B Credit Card Participation Certificates, Series 1998-3
5.30% Class A Credit Card Participation Certificates, Series 1998-9
5.55% Class B Credit Card Participation Certificates, Series 1998-9
5.50% Class A Credit Card Participation Certificates, Series 1999-1
5.75% Class B Credit Card Participation Certificates, Series 1999-1
5.875% Class A Credit Card Participation Certificates, Series 1999-2
6.150% Class B Credit Card Participation Certificates, Series 1999-2
Floating Rate Class A Credit Card Participation Certificates, Series 1999-3
Floating Rate Class B Credit Card Participation Certificates, Series 1999-3
6.10% Class A Credit Card Participation Certificates, Series 1999-5
6.30% Class B Credit Card Participation Certificates, Series 1999-5
6.65% Class A Credit Card Participation Certificates, Series 1999-7
6.90% Class B Credit Card Participation Certificates, Series 1999-7
Credit Card Participation Certificate, Series 2000
(collectively, the "Certificates"))
-----------------------------------
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Forms 8-A were filed with the Securities and Exchange Commission (the
"Commission") registering each Series of the Certificates, other than the Credit
Card Participation Certificate, Series 2000, pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Act").
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 .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of 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 Act).
Yes . No X .
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within
60 days prior to the date of filing. (See definition of affiliate in Rule 405,
17 C.F.R. 230.405):
NOT APPLICABLE.
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*On April 28, 1989, the registrant was issued a no-action letter (the
"No-Action Letter") by the Commission with respect to certain of the
registrant's reporting requirements pursuant to Section 13 or 15(d) of the Act.
This Form 10-K has been prepared in accordance with the terms of such No-Action
Letter.
[cover page 2 of 2 pages]
PART I
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Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2. Properties.
Pursuant to Section 3.06 of the Pooling and Servicing Agreement (the
"Pooling Agreement") dated as of May 29, 1991, as Amended and Restated as of
October 5, 2001, relating to the Citibank Credit Card Master Trust I (the
"Trust") among Citibank (South Dakota), National Association ("CBSD"), Citibank
(Nevada), National Association ("CBNV", CBSD and CBNV collectively, the "Banks")
and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as
trustee (the "Trustee"), KPMG LLP has performed certain procedures in connection
with the Monthly Servicer's Certificates (the "Monthly Certificates") for the
months of January 2002 through December 2002. The Monthly Certificates contain
information relating to the receivables (the "Receivables") and the accounts
from which the Receivables arise (the "Accounts") and are prepared by the
Servicer and delivered to the Trustee pursuant to Section 3.04(b) of the Pooling
Agreement. The reports issued by KPMG LLP in connection with the servicing
activities of CBSD, as servicer (in such capacity, the "Servicer"), are attached
hereto as Exhibit 99.1. The Monthly Certificates containing information relating
to the Receivables and the Accounts for the Due Periods ending in January 2002
through December 2002 are incorporated by reference from the registrant's
Current Reports on Form 8-K filed with the Commission on February 20, 2002,
March 20, 2002, April 24, 2002, May 20, 2002, June 20, 2002, July 22, 2002,
August 21, 2002, September 20, 2002, October 22, 2002, November 20, 2002,
December 23, 2002 and January 24, 2003, respectively. In addition, the
registrant's Current Report on Form 8-K filed with the Commission on February
24, 2003 containing certain financial information as of December 31, 2002 with
regard to the Trust, the Receivables and the Accounts is incorporated by
reference.
Pursuant to Section 3.05 of the Pooling Agreement, the Servicer has
certified to the Trustee as to the performance of its obligations under the
Pooling Agreement throughout the calendar year ended December 31, 2002. This
certificate is attached hereto as Exhibit 99.2.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
the Trust, CBSD, CBNV or the Trustee (in its capacity as such), other than
routine litigation incidental to the business of the Trust, CBSD, CBNV or the
Trustee (in its capacity as such).
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the best knowledge of the registrant, there is no established public
trading market for the Certificates.
Each class of Certificates, other than the Credit Card Participation
Certificate, Series 2000, is represented by one or more certificates registered
in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company
("DTC"). The Credit Card Participation Certificate, Series 2000, is represented
by a single certificate registered in the name of Citibank Credit Card Issuance
Trust.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Omitted pursuant to the No-Action Letter.
3
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
(a) Each class of Certificates, other than the Credit Card Participation
Certificate, Series 2000, is represented by one or more certificates registered
in the name of Cede, the nominee of DTC, and an investor holding an interest in
such classes of Certificates is not entitled to receive a certificate
representing such interest except in limited circumstances set forth in the
Pooling Agreement. Accordingly, Cede is the sole holder of record of such
Certificates, which it holds on behalf of brokers, dealers, banks, and other
direct participants in the DTC system. Such direct participants may hold
Certificates 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.
The Credit Card Participation Certificate, Series 2000, is represented by
a single certificate, representing 100% of the principal amount of such series
of Certificates, and is registered in the name of Citibank Credit Card Issuance
Trust. The name and address of the sole holder of record of such series of
Certificates is
Citibank Credit Card Issuance Trust
c/o Citibank (South Dakota), National Association, as Managing Beneficiary
701 East 60th Street, North
Mail Code 1251
Sioux Falls, South Dakota 57117
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
4
Item 13. Certain Relationships and Related Transactions.
There have not been, and there are not currently proposed, to the best
knowledge of the registrant, any transaction or series of transactions, to which
either the Trust, CBSD, as a seller or servicer, CBNV, as a seller, or the
Trustee, on behalf of the Trust, is a party with any Certificateholder who owns
of record or beneficially more than five percent of the Certificates.
Item 14. Controls and Procedures.
Not applicable.
PART IV
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Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 24.1 Powers of Attorney of Messrs. Greenfield, Johnson, Bender
and Kent and of Ms. Garry as Directors of Citibank (South
Dakota), National Association are incorporated by reference from
Exhibit 24.1 of the registrant's Registration Statement on Form
S-3 (File No. 333-103013).
99.1 Reports on the activities of CBSD, as Servicer, prepared by KPMG
LLP pursuant to Section 3.06 of the Pooling Agreement.
99.2 Annual Compliance Certificate of the Servicer delivered pursuant
to Section 3.05 of the Pooling Agreement.
99.3 The Monthly Certificates containing information relating to the
Receivables and the Accounts for the Due Periods ending in
January 2002 through December 2002 are incorporated by reference
from the registrant's Current Reports on Form 8-K filed with the
Commission on February 20, 2002, March 20, 2002, April 24, 2002,
May 20, 2002, June 20, 2002, July 22, 2002, August 21, 2002,
September 20, 2002, October 22, 2002, November 20, 2002, December
23, 2002 and January 24, 2003, respectively.
99.4 The registrant's Current Report on Form 8-K filed with the
Commission on February 24, 2003 containing certain financial
information as of December 31, 2002 with regard to the Trust, the
Receivables and the Accounts is incorporated by reference.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
5
SIGNATURES
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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.
CITIBANK (SOUTH DAKOTA),
NATIONAL ASSOCIATION,
as Servicer
(Registrant)
By: /s/ Douglas C. Morrison
-----------------------------
Douglas C. Morrison
Vice President
Dated: March 28, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant on March 28, 2003 in the capacities indicated.
/s/ Kendall E. Stork
------------------------------
Kendall E. Stork
President, Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Douglas C. Morrison
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Douglas C. Morrison
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
*
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Russell R. Greenfield
Director
*
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Jerry W. Johnson
Director
*
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Donald Bender
Director
6
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Kevin M. Kessinger
Director
*
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Roger W. Kent
Director
*
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Julie A. Garry
Director
* Douglas C. Morrison, by signing his name hereto, does sign this document
on behalf of the persons indicated above pursuant to a power of attorney
duly executed by such person and previously filed with the Securities and
Exchange Commission.
By: /s/ Douglas C. Morrison
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Douglas C. Morrison
Attorney-in-Fact
7
Certification
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I, Douglas C. Morrison, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Citibank
Credit Card Master Trust I;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports is
included in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon my
knowledge and the annual compliance review required under that agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the pooling and
servicing, or similar, agreement, that is included in these reports.
Date: March 28, 2003
/s/ Douglas C. Morrison
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Douglas C. Morrison
Vice President and Chief Financial Officer
Citibank (South Dakota), National Association