ITEM 1. BUSINESS
This Annual Report on Form 10-K is filed with respect to Fifth Third Auto Trust 2004-A (the “Trust”), a Delaware statutory trust formed pursuant to a Trust Agreement, dated as of May 28, 2004 between Citigroup Vehicle Securities Inc., as depositor, and Wilmington Trust Company, as owner trustee. The Trust issued $718,125,000 in aggregate principal amount of asset-backed notes, Classes A-1, A-2, A-3 and A-4 (the “Notes”) pursuant to an Indenture, dated as of June 1, 2004 (the “Indenture”), between the Trust and The Bank of New York, as indenture trustee. Pursuant to the Indenture, the Trust also issued $20,625,000 in aggregate principal amount of asset-backed notes, Class B, which were not offered to the public.
ITEM 2.
ITEM 2. PROPERTIES
The assets of the Trust primarily include a pool of retail installment sales contracts and/or installment loans secured by new and used motor vehicles (the “Receivables”). The Trust’s business activities include acquiring and holding assets of the Trust, issuing the Notes and distributing proceeds of the issuance of the Notes.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material legal proceedings involving the Trust, which were pending at December 31, 2004, or as of the date of this report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Security Holders in the reporting year.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) To the best knowledge of the Registrant, there is no established public trading market for the Notes.
(b) The holder of record of all offered Notes as of December 31, 2004, was Cede & Co., the nominee of The Depository Trust Company (“DTC”) in the United States. Direct participants active in the DTC system include Euroclear System, Clearstream Banking, societe anonyme, securities brokers and dealers, banks, trust companies and clearing corporations. Forty-three DTC participants hold the offered Notes as of December 31, 2004.
(c) Not applicable.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
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.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Fifth Third Auto Funding LLC owns 100% of the certificates issued by the Trust.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) Documents filed as part of the Report.
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.