Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2.
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.
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.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II -------
Item 5.
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.
Item 6. Selected Financial Data.
Omitted pursuant to the No-Action Letter.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted pursuant to the No-Action Letter.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted pursuant to the No-Action Letter.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the No-Action Letter.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
PART III --------
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the No-Action Letter.
Item 11.
Item 11. Executive Compensation.
Omitted pursuant to the No-Action Letter.
Item 12.
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.
Item 13.
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.
Item 14. Principal Accountant Fees and Services.
Not applicable.
PART IV -------
Item 15.
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.
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
* ------------------------ Jerry W. Johnson Director
* ------------------------ Donald Bender Director
* ------------------------ 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