UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark
(Mark One)
[X]
[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
2006
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, 333-10301333-41055, 33-43576, 33-62180, 33-77802, 33-84834, 33-97664,
33-99328 and 333-121228
CITIBANK (SOUTH DAKOTA)333-38803
Citibank (South Dakota), NATIONAL ASSOCIATION
National Association
on behalf of
CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuer
Citibank Credit Card Master Trust I
(Issuer in respect of the CitiseriesCitibank Credit Card Master Trust I
7.25% Class A notes,Credit Card Participation Certificates, Series 1994-2
7.50% Class B notes andCredit Card Participation Certificates, Series 1994-2
Floating Rate Class C notes)
and
CITIBANK CREDIT CARD MASTER TRUST I
(Issuer ofA Credit Card Participation Certificates, Series 1996-6
Floating Rate Class B Credit Card Participation Certificates, Series 1996-6
Floating Rate Class A Credit Card Participation Certificates, Series 1997-4
Floating Rate Class B Credit Card Participation Certificates, Series 1997-4
6.05% Class A Credit Card Participation Certificates, Series 1998-2
6.20% Class B Credit Card Participation Certificates, Series 1998-2
5.875% Class A Credit Card Participation Certificates, Series 1999-2
6.150% Class B Credit Card Participation Certificates, Series 1999-2
6.10% Class A Credit Card Participation Certificates, Series 1999-5
6.30% Class B Credit Card Participation Certificates, Series 1999-5
(collectively, the Collateral Certificate)
(Exact"Certificates"))
-----------------------------------
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
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(Address of principal executive offices) (Zip Code)
UNITED STATES OF AMERICA | | 46-0358360 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer 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
Forms 8-A were filed with the Securities and Exchange Commission (the "Commission") registering each Series of the Certificates pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Act").
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo [X].
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo [X] .
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 .* [X].*No .
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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]
[Item 405 of Regulation S-K is not applicable.]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes . No X[X] .
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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'sregistrant’s most recently completed second fiscal quarter:
NOT APPLICABLE.
- APPLICABLE
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*On
*On April 28, 1989,
Citibank (South Dakota), National Associationthe registrant was issued a no-action letter (the "No-Action Letter") by the
Securities and
Exchange Commission
(the "Commission") with respect to certain
of the registrant's reporting requirements pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934.Act. This Form 10-K has been prepared in accordance with the terms of
thesuch No-Action Letter.
PART I
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Item 1. Business.
Omitted pursuant to the No-Action Letter.
Item 1A. Risk Factors.
Not Applicable.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Item 2. Properties.
The primary asset
Pursuant to Section 3.06 of Citibank Credit Card Issuance Trust, a Delaware
statutory trust formed on September 12, 2000 (the "issuer") --the Pooling and its primary
sourceServicing Agreement dated as of funds forMay 29, 1991, as Amended and Restated as of October 5, 2001 (as amended through the payment of principal of and interest ondate hereof, the notes -- is
a collateral certificate issued by"Pooling Agreement"), relating to the Citibank Credit Card Master Trust I (the "master trust""Trust") between Citibank (South Dakota), National Association ("CBSD"), as seller, servicer and successor by merger 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 reportCitibank (Nevada), National Association, as seller, and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (the "issuer's
report""Trustee") 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, an independent registered public accounting firm, has performed certain procedures in connection with the issuer's
reportsMonthly Servicer's Certificates (the "Monthly Certificates") for the months of January 20042006 through December 2004.2006. The Monthly Certificates contain information relating to the receivables (the "Receivables") and the accounts from which the Receivables arise (the "Accounts") and are prepared by the Servicer and delivered to the Trustee pursuant to Section 3.04(b) of the Pooling Agreement. The report issued by KPMG LLP in connectionconcerning CBSD's compliance as servicer (in such capacity, the "Servicer") with these issuer's reportsSection 3.04(b) of the Pooling Agreement, is attached hereto as Exhibit 99.1. The issuer's reportsMonthly Certificates containing information relating to the Receivables and the Accounts for the due periodsDue Periods ending in January 20042006 through December 20042006 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 17, 2004,15, 2006, March 15, 2004,2006, April 17, 2006, May 15, 2004, May 17, 2004,2006, June 15, 2004,2006, July 17, 2006, August 15, 2004,
August 16, 2004,2006, September 15, 2004,2006, October 15, 2004,16, 2006, November 15, 2004,2006, December 15, 2004,2006, and January 18, 2005,16, 2007, respectively. In addition, the registrant's Current Report on Form 8-K filed by the master trust with the Commission on February 15,
20055, 2007 containing financial information with regard to the Trust, the Receivables and the Accounts as of, and for the year ended in, December 20042006 is incorporated by reference.
Pursuant to Section 11043.06 of the indenture,Pooling Agreement, KPMG LLP also issued a report concerning CBSD's compliance, as Servicer, with the issuerservicing requirements of the Pooling Agreement. This report is attached hereto as Exhibit 99.2.
Pursuant to Section 3.05 of the Pooling Agreement, the Servicer has certified to the indenture trusteeTrustee as to the performance of its compliance with all conditions and covenantsobligations under the indenturePooling Agreement throughout the calendar year ended December 31, 2004.2006. 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.
99.3.
Item 3. Legal Proceedings.
Citibank (South Dakota),
CBSD, 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),CBSD, the South Dakota Deceptive Trade Practices Act. On October 15, 2004, the
District Court granted the
plaintiffs'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).CBSD. On March 9, 2005, the
District Court granted in part and denied in part
defendants'defendants’ motions for reconsideration of certain aspects of the October 15, 2004 rulings. Among other things, the
District Court narrowed the antitrust classes to certain VISA-branded or MasterCard-branded cardholders of
Citibank (South
Dakota)CBSD and J.P. Morgan Chase & Co.
, and declined to certify On December 7, 2005, the District Court certified a Diners Club
subclass. Plaintiffs have since fileddamages subclass, as well as Diners' antitrust and TILA injunctive relief subclasses. In July 2006, without admitting any liability, all defendants, including the Citigroup defendants, agreed to settle the IN RE CURRENCY CONVERSION FEE ANTITRUST LITIGATION for a
motion asking the Courttotal of $336 million, subject to
reconsider
portions of its March 9, 2005 rulings.
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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
businesscourt approval. The Citigroup defendants’ share of the issuer, the master trust, Citibank (South Dakota), Citibank
(Nevada), National Association or the trustee (in its capacity as such).
settlement, which has been paid into an escrow account, was covered by existing reserves.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
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Item 5. Market for Registrant'sRegistrant’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.
Certificates.
Each subclassclass of the issuer's notes that is publicly offered in the U.S.Certificates is represented by one or more notescertificates 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
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Item 10. Directors, and Executive Officers of the Registrant.
and Corporate Governance.
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
subclassclass of
the issuer's notes that is publicly offered in the
U.S.Certificates 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
subclassesclasses of
notesCertificates is not entitled to receive a
notecertificate representing such interest except in limited circumstances set forth in the
indenture.Pooling Agreement. Accordingly, Cede is the sole holder of record of such
notes,Certificates, which it holds on behalf of brokers, dealers, banks, and other direct participants in the DTC system. Such direct participants may hold
notesCertificates for their own accounts or for the accounts of their customers. The name
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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.
Transactions, and Director Independence.
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),Trust, CBSD, as managing beneficiary,seller or servicer, or the trustee,Trustee, on behalf of the issuer,Trust, is a party with any noteholderCertificateholder who owns of record or beneficially more than five percent of the notes.
Certificates.
The Trust does not have any directors.
Item 14. Principal AccountantAccounting Fees and Services.
Not applicable.
PART IV
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Item 15. Exhibits, and Financial Statement Schedules.
(a) 31.1 Certification pursuant
The following documents are filed as exhibits 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)this report:
(a)(1) Omitted pursuant to the No-Action Letter.
(a)(2) Omitted pursuant to the No-Action Letter.
(a)(3) Omitted pursuant to the No-Action Letter.
(b)Exhibits:
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission. |
| 99.1 | Report issued by KPMG LLP concerning CBSD's compliance as Servicer with Section 3.04(b) of the Pooling Agreement. |
| 99.2 | Report issued by KPMG LLP concerning CBSD's compliance as Servicer with the servicing requirements of the Pooling Agreement. |
| 99.3 | Annual Compliance Certificate of the Servicer delivered pursuant to Section 3.05 of the Pooling Agreement. |
| 99.4 | The Monthly Certificates containing information relating to the Receivables and the Accounts for the Due Periods ending in January 2006 through December 2006 are incorporated by reference from the registrant's Current Reports on Form 8-K filed with the Commission on February 15, 2006, March 15, 2006, April 17, 2006, May 15, 2006, June 15, 2006, July 17, 2006, August 15, 2006, September 15, 2006, October 16, 2006, November 15, 2006, December 15, 2006, and January 16, 2007, respectively. |
| 99.5 | The registrant's Current Report on Form 8-K filed with the Commission on February 5, 2007 containing financial information with regard to the Trust, the Receivables and the Accounts as of, and for the year ended in, December 2006 is incorporated by reference. |
(c) Omitted pursuant to the No-Action Letter.
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SIGNATURES
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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
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-------------------------------------------------
Douglas C. Morrison
Vice President
Dated: March 31, 2005
530, 2007
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