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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2003
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
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
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
------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 .
----- -----
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 .
----- -----
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates 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 the
last business day of the registrant's most recently completed second fiscal
quarter:
NOT APPLICABLE.
- -----------------
*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
------
Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2. Properties.
Pursuant to Section 3.06 of the Pooling and Servicing Agreement dated as
of May 29, 1991, as Amended and Restated as of October 5, 2001 (as amended
through the date hereof, the "Pooling Agreement"), 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 2003 through
December 2003. 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 2003 through December 2003 are
incorporated by reference from the registrant's Current Reports on Form 8-K
filed with the Commission on February 21, 2003, March 21, 2003, April 16, 2003,
May 22, 2003, June 18, 2003, July 16, 2003, August 18, 2003, September 16, 2003,
October 20, 2003, November 17, 2003, December 15, 2003, and January 15, 2004,
respectively. In addition, the registrant's Current Report on Form 8-K filed
with the Commission on January 30, 2004 containing certain financial information
as of December 31, 2003 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, 2003. 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, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
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.
Item 9A. Controls and Procedures.
Not Applicable.
PART III
--------
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. 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. Principal Accountant Fees and Services.
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, and Bender 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).
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 and relevant rules and regulations of the Commission.
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 2003
through December 2003 are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission
on February 21, 2003, March 21, 2003, April 16, 2003, May 22, 2003,
June 18, 2003, July 16, 2003, August 18, 2003, September 16, 2003,
October 20, 2003, November 17, 2003, December 15, 2003, and January 15,
2004, respectively.
99.4 The registrant's Current Report on Form 8-K filed with the Commission
on January 30, 2004 containing certain financial information as of
December 31, 2003 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
----------
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 29, 2004
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 29, 2004 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
-----------------------
Douglas C. Morrison
Chief Financial Officer and a Director
(Principal Financial Officer and
Principal Accounting Officer)
*
-------------------------
Russell R. Greenfield
Director
*
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Jerry W. Johnson
Director
*
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Donald Bender
Director
6
*
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Julie A. Garry
Director
------------------------
Richard Garside
Director
------------------------
Ashok Vaswani
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
7