Mail Stop 3561
February 22, 2006
Via U.S. Mail
Michael S. Zuckert, Esq.
General Counsel, Finance and Capital Markets
Citigroup Inc.
425 Park Avenue
New York, NY 10022
Re: Citibank Credit Card Issuance Trust
Registration Statement on Form S-3
Filed January 27, 2006
File Nos. 333-131355
Dear Mr. Zuckert:
We have limited our review of your filing for compliance
with
Regulation AB. Please note that our limited review covers only
those
issues addressed in the comments below. Please also note that our
comments to either the base prospectus and/or the supplements
should
be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-3
General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate
of the depositor has been current and timely with Exchange Act
reporting during the last twelve months with respect to asset-
backed
securities involving the same asset class. Please refer to
General
Instruction I.A.4. of Form S-3. Also, please provide us with the
CIK
codes for any affiliate of the depositor that has offered a class
of
asset-backed securities involving the same asset class as this
offering.
2. Please confirm that all material terms to be included in the
finalized agreements will also be disclosed in the final Rule
424(b)
prospectus, or that finalized agreements will be filed
simultaneously
with or prior to the final prospectus. Refer to Item 1100(f) of
Regulation AB.
3. Please also confirm that you will file unqualified legal and
tax
opinions at the time of each takedown.
4. Please note that a takedown off of a shelf that involves
assets,
structural features, credit enhancement or other features that
were
not described in the base prospectus will usually require either a
new
registration statement, if to include additional assets, or a
post-
effective amendment. Refer to Rule 409 of the Securities Act,
which
requires that the registration statement be complete at the time
of
effectiveness, except for information that is not known or
reasonably
available. Please confirm for us that the base prospectus
includes
all assets, credit enhancements or other structural features
reasonably contemplated to be included in an actual takedown.
5. As appropriate, please revise to clarify that the information
in
all Annexes are an integral part of the prospectus supplement.
6. Please disclose your intention to provide static pool
information
on an Internet website in the base prospectus. Refer to Rule
312(a)(1) of Regulation S-T.
7. Please note that Item 1117 of Regulation AB requires disclosure
of
any legal proceedings pending against the sponsor, seller,
servicer,
depositor, trustees, issuing entity or other transaction parties
that
would be material to investors. We also note your disclosure on
page
30 of the base prospectus concerning litigation affecting the
credit
card industry. Please add a separately captioned section to
provide a
description of such litigation or advise.
8. Please add a separately captioned section to disclose the
affiliations and certain relationships and related transactions of
the
transaction parties referred to in Item 1119 of Regulation AB.
Base Prospectus
Fees and Expenses Payable from Finance Charge Collections, page 9
9. Please include a table itemizing all fees and expenses to be
paid
or payable out of the cash flows from the pool assets. Refer to
Item
1113(c) of Regulation AB. Please consider including the required
table in the prospectus supplement. We suggest showing items paid
out
of the servicer`s fee be shown with footnotes or indented or in
some
other fashion to provide a comprehensive picture of where the fees
are
going. Also, please add this section to the table of contents.
Redemption and Early Redemption of Notes, page 11
10. We note you contemplate that a noteholder may, at its option,
redeem the notes before its expected principal payment date. We
also
note similar disclosure on page 45. Please provide us your
analysis
regarding this feature with respect to Rule 3a-7 of the Investment
Company Act.
11. We remind you that any security which can be called with 25%
or
more of the underlying principal outstanding must be titled
"Callable." Please confirm that you will abide by this and revise
your disclosure, as appropriate.
Use of Proceeds, page 35
12. Please describe any expenses incurred in connection with the
selection and acquisition of the pool assets payable from offering
proceeds or other transaction parties. Refer to Item 1107(j) of
Regulation AB. Also, please consider moving the use of proceeds
section to the prospectus supplement.
Interest, page 37
13. While we note the related prospectus supplement will specify
the
interest rate index or other formula on which the interest for
floating rate notes is based, please revise the disclosure in your
base prospectus to provide a list of all possible indices that may
be
used to determine such interest rates.
Derivative Agreements, page 62
14. We note that derivative agreements may include, but do not
seem
limited to interest or currency derivatives. Please tell us how
additional derivative arrangements would meet the definition of an
asset backed security. Refer to Section III.A.2.a. of the
Regulation
AB Adopting Release (Release No. 33-8518; 34-50905) and Item 1115
of
Regulation AB. Also, please disclose the general mechanics of how
each derivative instrument you contemplate including in an
offering of
asset-backed notes would operate.
The Sponsors, page 101
15. Please disclose the growth of the sponsors` portfolio of
credit
card receivables since 1988. Refer to Item 1104(b) of Regulation
AB.
16. Please revise to describe the material roles and
responsibilities
of Citibank (Nevada) in structuring the transaction. Refer to
Item
1104(d) of Regulation AB.
The Master Trust, page 101
Master Trust Assets, page 101
17. We note that Citibank (South Dakota) and Citibank (Nevada) may
at
their option designate additional credit card accounts to the
master
trust. Please confirm that asset additions will not exceed the
limitations provided in Item 1101(c)(3)(i) of Regulation AB.
18. We note that the last bullet point on page 103 contemplates
that
master trust assets may also include participations. If you
intend to
include such participations in the asset pool, comprehensively
revise
throughout the filing to provide more information regarding these
interests, including a description of how they would comply with
the
requirements of Rule 190 of the Securities Act. You may refer to
SEC
Release 33-8518, Section III.6.
Annex I, page AI-1
19. We note that the master trust assets may include accounts
purchased from other credit card issuers. Please confirm that you
will identify any originator, apart from the sponsors or their
affiliates, that originated or is expected to originate 10% or
more of
the pool assets. Also, please confirm that you will disclose each
entity`s origination program if the entity is expected to
originate
20% or more of the pool assets. Refer to Item 1110 of Regulation
AB.
20. We note in the third full paragraph on page AI-3 that
purchased
accounts are "screened against criteria established at the time of
acquisition." Please clarify whether the criteria will be the
same as
the underwriting criteria you describe for Citibank (South Dakota)
originated accounts.
Prospectus supplement related to offering subclass of multiple
issuance series
Summary of Terms, S-3
General
21. We note on page S-3 that the issuance trust has issued other
classes and subclasses of notes. We also note your discussion of
the
outstanding series on page S-15. In an appropriate section,
please
list and provide disclosure on the outstanding series as required
by
Item 1113(e) of Regulation AB to the extent material.
22. In an appropriate section, please provide a brief summary of
how
losses not covered by credit enhancement or support will be
allocated
to the securities (or classes of securities). Refer to Item
1103(a)(3)(ix) of Regulation AB.
The Interest Rate Swap, page S-11
23. Please provide bracketed disclosure regarding financial
information if the aggregate significance percentage is 10% or
more.
Similarly revise the next section related to other derivative
agreements. Refer to Item 1115(b) of Regulation AB.
Annex I, page AI-1
Loss and Delinquency Experience, page AI-1
24. Please confirm that delinquent assets do not constitute 20% or
more, as measured by dollar volume, of the asset pool as of the
measurement date. Please refer to eligibility requirements on
Form S-
3 section I.B.5.
Part II
Exhibit 4.4
25. It appears that the pooling and servicing agreement you have
incorporated by reference does not comply with the new
requirements in
Exchange Act Rule 15d-18. Please advise and provide us with an
updated agreement when available, marked to show changes made to
comply with Regulation AB.
Undertakings
26. Please update this section to provide the new undertakings
required by revised Items 512(a)(1), 512(a)(5) and 512(k) of
Regulation S-K.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all the facts relating to a company`s
disclosure,
they are responsible for the accuracy and adequately of the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting
a request for acceleration. Please provide this request at least
two
business days in advance of the requested effective date.
If you have any questions regarding these comments, you may
contact Rolaine Bancroft at (202) 551-3313. If you need further
assistance, you may contact me at (202) 551-3348.
Sincerely,
Jennifer G. Williams
Special Counsel
cc: Via Facsimile (212) 474-3700
David Mercado, Esq.
Cravath, Swaine & Moore LLP
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Michael S. Zukert, Esq.
Citibank Credit Card Issuance Trust
February 22, 2006
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