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, 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 numbers: 33-41055, 33-43576, 33-62180, 33-77802, 33-84834,
33-97664, 33-99328, 333-38803, 333-80743,
333-52984, 333-91326, 333-103013 and 333-121228
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
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 1996-6
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
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
[cover page 1 of 2 pages]
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 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 .
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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 computed by reference to the price at which the common equity
was last 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, 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 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 2004 through December 2004.
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 2004 through December 2004 are
incorporated by reference from the registrant's Current Reports on Form 8-K
filed with the Commission on February 17, 2004, March 15, 2004, April 15, 2004,
May 17, 2004, June 15, 2004, July 15, 2004, August 16, 2004, September 15, 2004,
October 15, 2004, November 15, 2004, December 15, 2004, and January 18, 2005,
respectively. In addition, the registrant's Current Report on Form 8-K filed
with the Commission on February 15, 2005 containing financial information with
regard to the Trust, the Receivables and the Accounts as of, and for the year
ended in, December 2004 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, 2004. This
certificate is attached hereto as Exhibit 99.2.
Item 3. Legal Proceedings.
CBSD, some of its affiliates as well as Visa U.S.A. Inc., Visa
International Service Association, MasterCard International Incorporated and
other banks are defendants in a consolidated class action lawsuit (IN RE
CURRENCY CONVERSION FEE ANTITRUST LITIGATION) pending in the U.S. District Court
for the Southern District of New York, which seeks unspecified damages and
injunctive relief. The action, brought on behalf of certain United States
holders of VISA, MasterCard and Diners Club branded general purpose credit cards
who used those cards since March 1, 1997 for foreign currency transactions,
asserts, among other things, claims for alleged violations of (i) Section 1 of
the Sherman Act, (ii) the Federal Truth-in-Lending Act (TILA), and (iii) as to
CBSD, the South Dakota Deceptive Trade Practices Act. On October 15, 2004, the
Court granted the plaintiffs' motion for class certification of their Sherman
Act and TILA claims but denied the motion as to the South Dakota Deceptive Trade
Practices Act claim against CBSD. On March 9, 2005, the Court granted in part
and denied in part defendants' motions for reconsideration of certain aspects of
the October 15, 2004 rulings. Among other things, the Court narrowed the
antitrust classes to certain VISA-branded or MasterCard-branded cardholders of
CBSD and J.P. Morgan Chase & Co., and declined to certify a Diners Club
subclass. Plaintiffs have since filed a motion asking the Court to reconsider
portions of its March 9, 2005 rulings.
Except as described in the preceding paragraph, 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.
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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 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.
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.
Item 9B. Other Information.
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
4
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(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
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 and Financial Statement Schedules.
(a) 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
2004 through December 2004 are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission on
February 17, 2004, March 15, 2004, April 15, 2004, May 17, 2004, June
15, 2004, July 15, 2004, August 16, 2004, September 15, 2004, October
15, 2004, November 15, 2004, December 15, 2004 and January 18, 2005,
respectively.
99.4 The registrant's Current Report on Form 8-K filed with the Commission
on February 15, 2005 containing financial information with regard to
the Trust, the Receivables and the Accounts as of, and for the year
ended in, December 2004 is incorporated by reference.
(b) Omitted pursuant to the No-Action Letter.
(c) 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 Servicer
(Registrant)
By: /s/ Douglas C. Morrison
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Douglas C. Morrison
Vice President
Dated: March 31, 2005
6