-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hl2+YtWtMqurpkOKTkvvDgKHtsiU0q7NPDnfqmH2wGpf7W3BsSn3AK3u6tT25zKn dNcqFSs0XPk6X9RMvAuKnA== 0000839947-05-000038.txt : 20050503 0000839947-05-000038.hdr.sgml : 20050503 20050331114500 ACCESSION NUMBER: 0000839947-05-000038 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK CREDIT CARD MASTER TRUST I CENTRAL INDEX KEY: 0000921864 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-80743-02 FILM NUMBER: 05723733 BUSINESS ADDRESS: STREET 1: 701 E 60TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD CREDIT CARD MASTER TRUST I DATE OF NAME CHANGE: 19940419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK CREDIT CARD ISSUANCE TRUST CENTRAL INDEX KEY: 0001108348 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-52984-03 FILM NUMBER: 05723731 BUSINESS ADDRESS: STREET 1: C/O CITIBANK SOUTH DAKOTA NA STREET 2: 701 EAST 60TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK SOUTH DAKOTA N A CENTRAL INDEX KEY: 0000839947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17797 FILM NUMBER: 05723734 BUSINESS ADDRESS: STREET 1: 425 PARK AVE. STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 6053312626 MAIL ADDRESS: STREET 1: CITIBANK N A LEGAL AFFAIRS OFFICE STREET 2: 425 PARK AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK NEVADA NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000839948 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 880202961 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-24657-01 FILM NUMBER: 05723732 BUSINESS ADDRESS: STREET 1: 701 EAST 60TH STREET, NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 7027974444 MAIL ADDRESS: STREET 1: 8725 WEST SAHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89163 10-K 1 it-10k.txt 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: 333-80743, 333-52984, 333-91326, 333-103013 and 333-121228 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 Identification No.) incorporation or organization) 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 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. - ----------------- *On April 28, 1989, Citibank (South Dakota), National Association was issued a no-action letter (the "No-Action Letter") by the Securities and Exchange Commission (the "Commission") with respect to certain reporting requirements pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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 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 2004 through December 2004. 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 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 Current Report on Form 8-K filed by the master trust 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 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, 2004. 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 ("Citibank (South Dakota)"), as servicer of the master trust. The report issued by KPMG LLP in connection with the servicing activities of Citibank (South Dakota), 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 31, 2005, 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 31, 2005, is incorporated by reference. Item 3. Legal Proceedings. Citibank (South Dakota), 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 Citibank (South Dakota), 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 Citibank (South Dakota). 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 Citibank (South Dakota) 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. 2 Except as described in the preceding paragraph, the registrant knows of no material pending legal proceedings involving the issuer, the master trust, Citibank (South Dakota), 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), Citibank (Nevada), National Association or the trustee (in its capacity as such). Item 4. Submission of Matters to a Vote of Security Holders. None. PART II ------- 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 subclass of the issuer's notes that is publicly offered in the U.S. 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. Item 9A. Controls and Procedures. Not Applicable. Item 9B. Other Information. 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 subclass of the issuer's notes that is publicly offered in the U.S. 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 3 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. 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), 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. Principal Accountant Fees and Services. Not applicable. PART IV ------- 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 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 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 Current Report on Form 8-K filed by the master trust 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. 99.5 The report issued by KPMG LLP relating to the servicing activities of Citibank (South Dakota), 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 31, 2005. 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 31, 2005. (b) Omitted pursuant to the No-Action Letter. (c) 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 31, 2005 5 EX-31 2 ex31-1.txt EXHIBIT 31.1 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 31, 2005 /s/ Douglas C. Morrison - ----------------------- Douglas C. Morrison Vice President and Chief Financial Officer Citibank (South Dakota), National Association EX-99 3 ex99-1.txt EXHIBIT 99.1 Attestation Report of Independent Registered Public Accounting Firm Citibank Credit Card Issuance Trust, as Issuer c/o Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee Citibank (South Dakota), National Association, as Managing Beneficiary We have examined the accompanying assertion made by Citibank (South Dakota), National Association's ("CBSD") management on Citibank Credit Card Issuance Trust's ("Issuer") compliance with Article IX, Section 907 of the Indenture, dated as of September 26, 2000 (filed with the Securities and Exchange Commission on Form S-3 on December 29, 2000) and amended as of November 14, 2001, between the Issuer and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee for the year ended December 31, 2004. Management is responsible for the Issuer's compliance with Article IX, Section 907 of the Indenture, including the accuracy of the mathematical calculations of each amount set forth in the Issuer's Report, delivered each month pursuant to Section 907, using CBSD's computer reports which were the source of such amounts. Our responsibility is to express an opinion based on our examination. Our examination was conducted in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence supporting management's assertion and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. In our opinion, management's assertion referred to above is fairly stated, in all material respects, based upon the stated criteria in the Indenture. /s/ KPMG LLP New York, New York March 22, 2005 Management Report on Citibank Credit Card Issuance Trust's Compliance with Article IX, Section 907 of the Indenture Citibank (South Dakota), National Association ("CBSD") is the Managing Beneficiary of Citibank Credit Card Issuance Trust ("Issuer") and the Servicer of Citibank Credit Card Master Trust I ("Master Trust"). Management of CBSD, as Managing Beneficiary of the Issuer and as Servicer of the Master Trust, is responsible for the preparation of the monthly Issuer's Report in compliance with Article IX, Section 907 of the Indenture, dated as of September 26, 2000 and amended as of November 14, 2001, between the Issuer and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee. Management is also responsible for the accuracy of the mathematical calculations of each amount set forth in the Issuer's Report, delivered each month pursuant to Section 907, using CBSD's computer reports which were the source of such amounts. Management has performed an evaluation of the Issuer's compliance with Article IX, Section 907 of the Indenture, including the accuracy of the related mathematical calculations, for year ended December 31, 2004. Based upon this evaluation, management believes that, for the year ended December 31, 2004, the Issuer was materially in compliance with Article IX, Section 907 of the Indenture. /s/ Kendall Stork - ---------------------------- Kendall Stork President March 22, 2005 EX-99 4 ex99-2.txt EXHIBIT 99.2 CITIBANK CREDIT CARD ISSUANCE TRUST CERTIFICATE OF AN ISSUER AUTHORIZED OFFICER DELIVERED PURSUANT TO SECTION 1104 OF THE INDENTURE Reference is hereby made to the Indenture dated as of September 26, 2000 (as amended and supplemented through the date hereof, the "Indenture") between Citibank Credit Card Issuance Trust (the "Issuer") and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (the "Trustee"). Capitalized terms used but not defined herein have their respective meanings as set forth in the Indenture. Pursuant to Section 1104 of the Indenture, the undersigned Issuer Authorized Officer does hereby certify that: 1. The undersigned is an Issuer Authorized Officer who is duly authorized pursuant to the Indenture to execute and deliver this certificate to the Trustee and the Rating Agencies and who has read the Indenture as it relates to the matters set forth herein. 2. A review of the activities of the Issuer during the calendar year ended December 31, 2004 and of the Issuer's performance under the Indenture and under the terms of the Notes was conducted under my supervision. Such review was conducted to the extent I deemed necessary to enable me to express an informed opinion as to the matters set forth herein. 3. To the best of my knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under the Indenture throughout such year and no default in the fulfillment of any such condition or covenant has occurred or is continuing except as set forth in paragraph 4 below. 4. The following is a description of each default in the fulfillment by the Issuer of conditions and covenants under the Indenture known to me to have been made by the Issuer during the year ended December 31, 2004, which description sets forth in detail (i) the nature of each such default, (ii) the action taken, if any, by the Issuer to remedy each such default and (iii) the current status of each such default: None. IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 15th day of March, 2005. /s/ Susan J. Sexton ------------------- Susan J. Sexton Issuer Authorized Officer -----END PRIVACY-ENHANCED MESSAGE-----