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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: 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
------------------------ ----------
(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: 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 .
----- -----
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.
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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 Securities and
Exchange Commission (the "Commission") with respect to certain reporting
requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. This Form 10-K has been prepared in accordance with the terms of the
No-Action Letter.
PART I
------
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 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 2003 through December 2003. 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 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 Current
Report on Form 8-K filed by the master trust with the Commission on January 30,
2004 containing certain financial information as of December 31, 2003 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, 2003. 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 29, 2004, 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 29, 2004, 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, 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 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.
Item 9A. Controls and Procedures.
Not Applicable.
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. 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.
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(d) Omitted pursuant to the No-Action Letter.
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. 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 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 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 Current Report on Form 8-K filed by the master trust with the
Commission on January 30, 2004 containing certain financial
information as of December 31, 2003 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 29, 2004.
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 29,
2004.
(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 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
*
------------------------
Donald Bender
Director
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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
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