Item 1:
Business.
Item 1A:
Item 1A:
Risk Factors.
Item 2:
Properties.
Item 3:
Legal Proceedings.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Item 4.
Item 4. Mine Safety Disclosures.
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB: Significant Obligors of Pool Assets (Financial Information).
The primary asset of Citibank Credit Card Issuance Trust, a Delaware statutory trust formed on September 12, 2000 (the "issuance trust") -- 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 issuance trust. 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. The master trust, therefore, may be considered a significant obligor in relation to the issuance trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of the master trust has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).
The pool assets held by the master trust do not include any significant obligors.
Item 1114(b)(2) of Regulation AB: Credit enhancement and other support, except for certain derivatives instruments (financial information).
Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.
Item 1115(b) of Regulation AB: Certain derivatives instruments (financial information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
Item 1117 of Regulation AB: Legal proceedings.
Beginning in 2005, several putative class actions were filed against Citigroup Inc. and certain of its subsidiaries, together with Visa U.S.A. Inc., Visa International Service Association, MasterCard International Incorporated, MasterCard Incorporated and other banks and their affiliates, in various federal district courts. These actions were consolidated with other related cases in the Eastern District of New York and captioned IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT
DISCOUNT ANTITRUST LITIGATION. The plaintiffs in the consolidated class action are merchants that accept Visa- and MasterCard-branded payment cards as well as membership associations that claim to represent certain groups of merchants. The pending complaint alleges, among other things, that the defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and debit card transactions in violation of Section 1 of the Sherman Act. The complaint also alleges additional Sherman Act and California law violations, including alleged unlawful maintenance of monopoly power and alleged unlawful contracts in restraint of trade pertaining to various Visa and MasterCard rules governing merchant conduct (including rules allegedly affecting merchants’ ability, at the point of sale, to surcharge payment card transactions or steer customers to particular payment cards). In addition, supplemental complaints filed against the defendants in the class action allege that Visa’s and MasterCard’s respective initial public offerings were anticompetitive and violated Section 7 of the Clayton Act, and that MasterCard’s initial public offering constituted a fraudulent conveyance. The plaintiffs seek injunctive relief as well as joint and several liability for treble their damages, including all interchange fees paid to all Visa and MasterCard members with respect to Visa and MasterCard transactions in the U.S. since at least January 1, 2004. The defendants dispute that the manner in which interchange and merchant discount fees are set, or the rules governing merchant conduct, are anticompetitive. Fact and expert discovery has closed. The defendants’ motions to dismiss the pending class action complaint and the supplemental complaints are pending. Also pending are the plaintiffs’ motion to certify nationwide classes consisting of all U.S. merchants that accept Visa- and MasterCard-branded payment cards and motions by both the plaintiffs and the defendants for summary judgment. The parties have been engaged in mediation for several years, including recent settlement conferences held at the direction of the court.
Citibank (South Dakota), National Association, certain of its affiliates, Visa U.S.A. Inc., Visa International Service Association, MasterCard International Incorporated and other banks were defendants in a consolidated class action lawsuit (IN RE CURRENCY CONVERSION FEE ANTITRUST LITIGATION) in the U.S. District Court for the Southern District of New York. The action, originally 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, asserted, among other things, claims for alleged violations of (i) Section 1 of the Sherman Act, (ii) the Federal Truth-in-Lending Act, and (iii) as to Citibank (South Dakota), the South Dakota Deceptive Trade Practices Act. In July 2006, without admitting any liability, all defendants, including the Citigroup defendants, agreed to settle for a total of $336 million, subject to court approval. The Citigroup defendants’ share of the settlement, which was paid into an escrow account, was covered by existing reserves. On October 22, 2009, the District Court granted final approval of the settlement. All remaining appeals have been dismissed and the Stipulation and Agreement of Settlement have become final. On October 5, 2011, the District Court entered an order approving disbursement of the settlement fund to the class attorneys and claimants, and approving the plan for allocation among claimants.
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5:
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6:
Item 6:
Selected Financial Data.
Item 7:
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A:
Item 7A:
Quantitative and Qualitative Disclosures about Market Risk.
Item 8:
Item 8:
Financial Statements and Supplementary Data.
Item 9:
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A:
Item 9A:
Controls and Procedures.
Item 9B.
Item 9B. Other Information.
None
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 10:
Item 10:
Directors, Executive Officers and Corporate Governance.
Item 11:
Item 11:
Executive Compensation.
Item 12:
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13:
Item 13:
Certain Relationships and Related Transactions, and Director Independence.
Item 14:
Item 14:
Principal Accounting Fees and Services.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB: Affiliations and certain relationships and related transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB: Compliance with applicable servicing criteria.
Citibank, N.A., Citibank (South Dakota), National Association and Deutsche Bank Trust Company Americas have been identified by the registrant as parties participating in the servicing function during the year ended December 31, 2011 with respect to Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I. On July 1, 2011, Citibank (South Dakota), National Association merged with and into its affiliate Citibank, N.A., with Citibank, N.A. as the surviving entity. Each of Citibank, N.A., on its own behalf and as successor by merger to Citibank (South Dakota), National Association, and Deutsche Bank Trust Company Americas has delivered a report on an assessment of compliance with the servicing criteria applicable to such party (each, an "Assessment Report") as of, and for the year ended, December 31, 2011, which Assessment Reports are attached as exhibits 33.1 and 33.2, respectively, to this Form 10-K. In addition, each of Citibank, N.A. and Deutsche Bank Trust Company Americas has provided an attestation report (each, an "Attestation Report") by KPMG LLP, an independent registered public accounting firm, regarding its related Assessment Report. The Attestation Reports are attached as exhibits 34.1 and 34.2, respectively, to this Form 10-K.
No Assessment Report or related Attestation Report has identified any material instance of noncompliance with the servicing criteria identified in such Assessment Report as applicable to the related servicing participant.
Platform-Level Reports: Regulations of the SEC require that a servicing participant perform a "platform" level assessment for purposes of assessing servicing compliance. This means that the transactions covered in a report on an assessment of compliance should include asset-backed securities transactions involving such servicing participant that are backed by the same asset type. Further guidance from the SEC staff identifies additional parameters which a servicing participant may apply to define and further limit its platform. For example, a servicing participant may define its platform to include only transactions that were completed on or after January 1, 2006 (the effective date of Regulation AB) and that were registered with the SEC pursuant to the Securities Act of 1933. Each servicing participant is responsible for defining its own platform, and each platform will naturally differ based on various factors, including the servicing participant's business model, the transactions in which it is involved and the range of activities performed in those transactions.
The platform defined by Deutsche Bank Trust Company Americas in its Assessment Report attached as an exhibit to this Form 10-K includes transactions in addition to those conducted by Citibank Credit Card Issuance Trust, and the range of activities performed by Deutsche Bank in those other transactions is broader than the range of activities it performs in the Citibank Credit Card Issuance Trust transactions. Accordingly, the servicing criteria addressed by Deutsche Bank in its Assessment Report include criteria in addition to the criterion applicable specifically to the Citibank Credit Card Issuance Trust transactions.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Citibank, N.A. has been identified by the registrant as the sole servicer with respect to the pool assets held by each of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I during the period from July 1, 2011 through December 31, 2011. In addition, Citibank (South Dakota), National Association, prior to its merger with and into Citibank, N.A., was identified by the registrant as the sole servicer with respect to the pool assets held by each of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I during the period from January 1, 2011 through June 30, 2011. Citibank, N.A., on its own behalf and as successor by merger to Citibank (South Dakota), National Association, has provided a statement of compliance relating to servicing activities for the year ended December 31, 2011, which has been signed by an authorized officer of Citibank, N.A. and is attached hereto as exhibit 35.1.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) Not Applicable.
(b) Exhibits
Exhibit
Number
Description
4.5.1
Terms Document, including the form of Note, relating to each publicly-offered subclass of notes of the Citiseries issued before January 1, 2006 and outstanding during 2011 as identified below, incorporated by reference from the following exhibits of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2007:
Subclass
Exhibit No.
Subclass
Exhibit No.
2001-A7
4.7
2005-A2
4.30
2002-A4
4.9
2005-A3
4.31
2002-A10
4.11
2005-A3 Reopen
4.32
2002-A10 Reopen
4.12
2005-A4
4.33
2003-A7
4.19
2005-A5
4.34
2003-A10
4.22
2005-A8
4.37
2004-A7
4.28
2005-A9
4.38
2004-A8
4.29
2004-B2
4.46
2002-C2
4.52
2005-C1
4.60
2003-C4
4.58
2005-C2
4.61
2004-C1
4.59
2005-C3
4.62
Exhibit
Number
Description
4.5.2
Terms Document, including the form of Note, relating to each publicly-offered subclass of notes of the Citiseries issued between January 1, 2006 and December 31, 2011, inclusive, and outstanding during 2011, as identified below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as applicable, of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on the following dates:
Subclass
Filing Date
Subclass
Filing Date
2006-A1
February 8, 2006
2007-A11 Reopen
January 10, 2008
2006-A1 Reopen
March 6, 2006
2008-A1
February 7, 2008
2006-A1 2nd Reopen
May 8, 2006
2008-A2
February 8, 2008
2006-A3
March 16, 2006
2008-A2 Reopen
February 25, 2008
2006-A4
May 4, 2006
2008-A5
April 22, 2008
2006-A4 Reopen
May 26, 2006
2008-A6
May 20, 2008
2006-A7
October 20, 2006
2008-A7
May 20, 2008
2006-A8
December 19, 2006
2009-A1
March 25, 2009
2006-A8 Reopen
February 15, 2007
2009-A2
June 9, 2009
2007-A3
June 15, 2007
2009-A3
June 25, 2009
2007-A3 Reopen
August 15, 2007
2009-A4
June 25, 2009
2007-A4
June 15, 2007
2009-A5
December 23, 2009
2007-A4 Reopen
August 15, 2007
2007-A7
August 27, 2007
2007-B5
October 31, 2007
2007-A7 Reopen
September 12, 2007
2007-A8
September 20, 2007
2006-C1
February 27, 2006
2007-A9
October 17, 2007
2006-C2
May 12, 2006
2007-A10
December 10, 2007
2008-C6
June 25, 2008
2007-A11
December 10, 2007
4.5.3
Amendment No. 1 dated as of May 1, 2009 to Terms Document dated March 25, 2009 relating to the Citiseries Class 2009-A1 Notes, incorporated by reference from Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2009.
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.
33.1
Report on Assessment of Compliance with Servicing Criteria by Citibank, N.A.
33.2
Report on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.
34.1
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Citibank, N.A.
34.2
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.
35.1
Servicer Compliance Statement of Citibank, N.A. for the fiscal year ended December 31, 2011.
99.1
Amended and Restated Series 2009 Supplement dated as of August 9, 2011 (including the form of Series 2009 Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011.
(c)
Not Applicable.
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, N.A.,
as Depositor of Citibank Credit Card Issuance Trust
and Citibank Credit Card Master Trust I
By: /s/ Douglas C. Morrison
------------------------------------------------
Douglas C. Morrison
Vice President
(senior officer in charge of securitization of the depositor)
Dated: March 29, 2012
Index to Exhibits
Subclass
Exhibit No.
Subclass
Exhibit No.
2001-A7
4.7
2005-A2
4.30
2002-A4
4.9
2005-A3
4.31
2002-A10
4.11
2005-A3 Reopen
4.32
2002-A10 Reopen
4.12
2005-A4
4.33
2003-A7
4.19
2005-A5
4.34
2003-A10
4.22
2005-A8
4.37
2004-A7
4.28
2005-A9
4.38
2004-A8
4.29
2004-B2
4.46
2002-C2
4.52
2005-C1
4.60
2003-C4
4.58
2005-C2
4.61
2004-C1
4.59
2005-C3
4.62
Exhibit
Number
Description
4.5.2
Terms Document, including the form of Note, relating to each publicly-offered subclass of notes of the Citiseries issued between January 1, 2006 and December 31, 2011, inclusive, and outstanding during 2011, as identified below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as applicable, of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on the following dates:
Subclass
Filing Date
Subclass
Filing Date
2006-A1
February 8, 2006
2007-A11 Reopen
January 10, 2008
2006-A1 Reopen
March 6, 2006
2008-A1
February 7, 2008
2006-A1 2nd Reopen
May 8, 2006
2008-A2
February 8, 2008
2006-A3
March 16, 2006
2008-A2 Reopen
February 25, 2008
2006-A4
May 4, 2006
2008-A5
April 22, 2008
2006-A4 Reopen
May 26, 2006
2008-A6
May 20, 2008
2006-A7
October 20, 2006
2008-A7
May 20, 2008
2006-A8
December 19, 2006
2009-A1
March 25, 2009
2006-A8 Reopen
February 15, 2007
2009-A2
June 9, 2009
2007-A3
June 15, 2007
2009-A3
June 25, 2009
2007-A3 Reopen
August 15, 2007
2009-A4
June 25, 2009
2007-A4
June 15, 2007
2009-A5
December 23, 2009
2007-A4 Reopen
August 15, 2007
2007-A7
August 27, 2007
2007-B5
October 31, 2007
2007-A7 Reopen
September 12, 2007
2007-A8
September 20, 2007
2006-C1
February 27, 2006
2007-A9
October 17, 2007
2006-C2
May 12, 2006
2007-A10
December 10, 2007
2008-C6
June 25, 2008
2007-A11
December 10, 2007
4.5.3
Amendment No. 1 dated as of May 1, 2009 to Terms Document dated March 25, 2009 relating to the Citiseries Class 2009-A1 Notes, incorporated by reference from Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2009.
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securities and Exchange Commission.
33.1
Report on Assessment of Compliance with Servicing Criteria by Citibank, N.A.
33.2
Report on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.
34.1
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Citibank, N.A.
34.2
Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas.
35.1
Servicer Compliance Statement of Citibank, N.A. for the fiscal year ended December 31, 2011.
99.1
Amended and Restated Series 2009 Supplement dated as of August 9, 2011 (including the form of Series 2009 Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011.