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, 2005
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 number: 333-121228
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
on behalf of
CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuing Entity in respect of the Citiseries
Class A notes, Class B notes and Class C notes)
and
CITIBANK CREDIT CARD MASTER TRUST I
(Issuing Entity in respect of the Collateral Certificate)
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
701 East 60th Street, North
Sioux Falls, South Dakota 57117
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(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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes . No X .
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Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .
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[cover page 1 of 2 pages]
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 .
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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]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer Accelerated filer Non-accelerated filer X
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes . No 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's most recently completed second fiscal
quarter:
NOT APPLICABLE.
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*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.
[cover page 2 of 2 pages]
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 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.
Pursuant to Section 907 of the indenture under which the issuance trust's
notes are issued, each month the issuance trust prepares a report (the "issuance
trust's report") containing information regarding the issuance trust'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 issuance
trust's reports for the months of January 2005 through December 2005. The report
issued by KPMG LLP in connection with these issuance trust's reports is attached
hereto as Exhibit 99.1. The issuance trust's reports for the due periods ending
in January 2005 through December 2005 are incorporated by reference from the
registrant's Current Reports on Form 8-K filed with the Commission on February
15, 2005, March 15, 2005, April 15, 2005, May 16, 2005, June 15, 2005, July 15,
2005, August 15, 2005, September 15, 2005, October 17, 2005, November 15, 2005,
December 14, 2005, and January 17, 2006, respectively. In addition, the Current
Report on Form 8-K filed by the master trust with the Commission on January 26,
2006 containing financial information with regard to the master trust, the
receivables and the accounts as of, and for the year ended in, December 2005 is
incorporated by reference.
Pursuant to Section 1104 of the indenture, the issuance trust 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, 2005. 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 29, 2006, 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 29, 2006, is incorporated by reference.
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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 District 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 District 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 District Court narrowed the
antitrust classes to certain VISA-branded or MasterCard-branded cardholders of
Citibank (South Dakota) and J.P. Morgan Chase & Co. On December 7, 2005, the
District Court certified a Diners Club damages subclass, as well as Diners'
antitrust and TILA injunctive relief subclasses. The Citigroup defendants, J.P.
Morgan Chase & Co. and the plaintiffs have appealed certain aspects of the
District Court's class action rulings.
Except as described in the preceding paragraph, the registrant knows of no
material pending legal proceedings involving the issuance trust, 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 issuance trust, 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
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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 issuance trust'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.
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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.
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.
Each subclass of the issuance trust'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 and address of Cede is Cede & Co., c/o The Depository Trust Company, 55
Water Street, New York, NY 10041.
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 issuance trust, the master trust, Citibank (South Dakota), as managing
beneficiary, or the trustee, on behalf of the issuance trust, 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.
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PART IV
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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 issuance trust'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 2005 through December
2005 are incorporated by reference from the registrant's Current
Reports on Form 8-K filed with the Commission on February 15, 2005,
March 15, 2005, April 15, 2005, May 16, 2005, June 15, 2005, July 15,
2005, August 15, 2005, September 15, 2005, October 17, 2005, November
15, 2005, December 14, 2005, and January 17, 2006, respectively.
99.4 The Current Report on Form 8-K filed by the master trust with the
Commission on January 26, 2006 containing financial information with
regard to the master trust, the receivables and the accounts as of, and
for the year ended in, December 2005 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 29,
2006.
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 29, 2006.
(b) Omitted pursuant to the No-Action Letter.
(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 29, 2006
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