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: 333-80743, 333-52984, 333-91326 and 333-103013
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
on behalf of
CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuer of the Citiseries Class A notes, Class B notes and Class C notes)
and
CITIBANK CREDIT CARD MASTER TRUST I
(Issuer of the Collateral Certificate)
(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: 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 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, Citibank (South Dakota), National Association was
issued a no-action letter (the "No-Action Letter") by the Commission with
respect to certain 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 the
No-Action Letter.
PART I
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Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2. Properties.
The primary asset of Citibank Credit Card Issuance Trust, a Delaware
statutory business trust formed on September 12, 2000 (the "issuer") -- and its
primary source of funds for the payment of principal of and interest on the
notes -- is a collateral certificate issued by Citibank Credit Card Master Trust
I (the "master trust") to the issuer. The collateral certificate represents an
undivided interest in the assets of the master trust. The master trust's assets
consist primarily of credit card receivables arising in a portfolio of revolving
credit card accounts.
Pursuant to Section 907 of the indenture under which the issuer's notes
are issued, each month the issuer prepares a monthly issuer's report (the
"issuer's report") containing information regarding the issuer's notes, the
master trust's assets and the collateral certificate for the related due period
and the related payment dates for the notes.
KPMG LLP has performed certain procedures in connection with the issuer's
reports for the months of January 2002 through December 2002. The report issued
by KPMG LLP in connection with these issuer's reports is attached hereto as
Exhibit 99.1. The issuer's reports 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 21, 2002, July 29, 2002,
August 21, 2002, September 20, 2002, October 22, 2002, November 20, 2002,
December 23, 2002 and January 24, 2003, respectively. In addition, the Current
Report on Form 8-K filed by the master trust with the Commission on February 24,
2003 containing certain financial information as of December 31, 2002 with
regard to the master trust, the receivables and the accounts is incorporated by
reference.
Pursuant to Section 1104 of the indenture, the issuer has certified to the
indenture trustee as to its compliance with all conditions and covenants under
the indenture throughout the calendar year ended December 31, 2002. This
certificate is attached hereto as Exhibit 99.2.
KPMG LLP has also performed certain procedures relating to the servicing
activities of Citibank (South Dakota), National Association, as servicer of the
master trust. The report issued by KPMG LLP in connection with the servicing
activities of Citibank (South Dakota), National Association, as servicer of the
master trust, attached as Exhibit 99.1 to the Annual Report on Form 10-K filed
by the master trust with the Commission on March 28, 2003, is incorporated by
reference. The annual compliance certificate delivered to the trustee of the
master trust by a servicing officer of the master trust, attached as Exhibit
99.2 to the Annual Report on Form 10-K filed by the master trust with the
Commission on March 28, 2003, is incorporated by reference.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving
the issuer, the master trust, Citibank (South Dakota), National Association,
Citibank (Nevada), National Association or the trustee (in its capacity as
such), other than routine litigation incidental to the business of the issuer,
the master trust, Citibank (South Dakota), National Association, Citibank
(Nevada), National Association or the trustee (in its capacity as such).
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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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 notes.
Each publicly offered subclass of the issuer's 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.
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.
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 publicly offered subclass of the issuer's notes 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 subclasses 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 Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
3
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
the issuer, the master trust, Citibank (South Dakota), National Association, as
managing beneficiary, or the trustee, on behalf of the issuer, is a party with
any noteholder who owns of record or beneficially more than five percent of the
notes.
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 Annual Accountant's Report, prepared by KPMG LLP.
99.2 Annual Compliance Certificate of an Issuer Authorized Officer
delivered pursuant to Section 1104 of the Indenture.
99.3 The issuer's reports containing information regarding the notes
of the Citiseries, the master trust's assets and the collateral
certificate 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 21,
2002, July 29, 2002, August 21, 2002, September 20, 2002, October
22, 2002, November 20, 2002, December 23, 2002 and January 24,
2003, respectively.
99.4 The Current Report on Form 8-K filed by the master trust with the
Commission on February 24, 2003 containing certain financial
information as of December 31, 2002 with regard to the master
trust, the receivables and the accounts is incorporated by
reference.
99.5 The report issued by KPMG LLP relating to the servicing
activities of Citibank (South Dakota), National Association, as
servicer of the master trust, is incorporated by reference from
Exhibit 99.1 of the Annual Report on Form 10-K filed by the
master trust with the Commission on March 28, 2003.
99.6 The annual compliance certificate delivered to the trustee of
the master trust by a servicing officer of the master trust is
incorporated by reference from Exhibit 99.2 of the Annual Report
on Form 10-K filed by the master trust with the Commission on
March 28, 2003.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
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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 Managing Beneficiary of
Citibank Credit Card Issuance Trust
and as Servicer of
Citibank Credit Card Master Trust I
(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
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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
5
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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
-----------------------------
Douglas C. Morrison
Attorney-in-Fact
6
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 Issuance Trust (issuer of the Citiseries Class A notes, Class B
notes and Class C notes) and Citibank Credit Card Master Trust I (issuer of
the Collateral Certificate);
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, (a) the distribution or servicing information
required to be provided to the trustee by the servicer under the pooling
and servicing, or similar, agreement, with respect to Citibank Credit Card
Master Trust I for inclusion in these reports is included in these reports
and (b) the distribution or servicing information required to be provided
to the trustee by the issuer under the indenture with respect to Citibank
Credit Card Issuance Trust 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 by the issuer
under the indenture and based upon my knowledge and the annual compliance
review required under each of those agreements, and except as disclosed in
the reports, each of the servicer and the issuer has fulfilled its
obligations under the respective 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