Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 2.
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.
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.
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 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.
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 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.
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 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.
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 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.
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 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
* ------------------------ 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