10-K 1 iss-10k.txt 10K, ISSUANCE TRUST 10K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (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, 2002 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 incorporation or organization) Identification No.) 701 East 60th Street, North Sioux Falls, South Dakota 57117 ------------------------- ----- (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 of the registrant. The aggregate market value shall be 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 a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 C.F.R. 230.405): NOT APPLICABLE. ----------------- *On April 28, 1989, Citibank (South Dakota), National Association was issued a no-action letter (the "No-Action Letter") by the Commission with respect to certain 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 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 business 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 2002 through December 2002. 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 2002 through December 2002 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 20, 2002, March 20, 2002, April 24, 2002, May 20, 2002, June 21, 2002, July 29, 2002, August 21, 2002, September 20, 2002, October 22, 2002, November 20, 2002, December 23, 2002 and January 24, 2003, respectively. In addition, the Current Report on Form 8-K filed by the master trust with the Commission on February 24, 2003 containing certain financial information as of December 31, 2002 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, 2002. 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 28, 2003, 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 28, 2003, 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. 2 PART II ------- Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. 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. PART III -------- 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 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. 3 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. Controls and Procedures. Not applicable. PART IV ------- Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 24.1 Powers of Attorney of Messrs. Greenfield, Johnson, Bender and Kent 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). 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 2002 through December 2002 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 20, 2002, March 20, 2002, April 24, 2002, May 20, 2002, June 21, 2002, July 29, 2002, August 21, 2002, September 20, 2002, October 22, 2002, November 20, 2002, December 23, 2002 and January 24, 2003, respectively. 99.4 The Current Report on Form 8-K filed by the master trust with the Commission on February 24, 2003 containing certain financial information as of December 31, 2002 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 28, 2003. 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 28, 2003. (b) Omitted pursuant to the No-Action Letter. (c) Omitted pursuant to the No-Action Letter. (d) Omitted pursuant to the No-Action Letter. 4 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 28, 2003 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 28, 2003 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 (Principal Financial Officer and Principal Accounting Officer) * ------------------------ Russell R. Greenfield Director * ------------------------ Jerry W. Johnson Director * ------------------------ Donald Bender Director 5 ------------------------ Kevin M. Kessinger Director * ------------------------ Roger W. Kent Director * ------------------------ Julie A. Garry 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 6 Certification ------------- I, Douglas C. Morrison, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, 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); 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, (a) the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, with respect to Citibank Credit Card Master Trust I for inclusion in these reports is included in these reports and (b) the distribution or servicing information required to be provided to the trustee by the issuer under the indenture with respect to Citibank Credit Card Issuance Trust for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and by the issuer under the indenture and based upon my knowledge and the annual compliance review required under each of those agreements, and except as disclosed in the reports, each of the servicer and the issuer has fulfilled its obligations under the respective agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. Date: March 28, 2003 /s/ Douglas C. Morrison ----------------------------- Douglas C. Morrison Vice President and Chief Financial Officer Citibank (South Dakota), National Association