CITIBANK CREDIT CARD ISSUANCE TRUST
Omitted pursuant to the No-Action Letter.
Not Applicable.
Not Applicable.
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.                                          3
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).
None.                                        PART II                                      -------
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").
Omitted pursuant to the No-Action Letter.
Omitted pursuant to the No-Action Letter.
Omitted pursuant to the No-Action Letter.
Omitted pursuant to the No-Action Letter.                                          4
None.
Not Applicable.
None.                                       PART III                                     --------
Omitted pursuant to the No-Action Letter.
Omitted pursuant to the No-Action Letter.
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.
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.
Not applicable.                                          5                                          PART IV                                      -------
(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.                                          6                                        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 29, 2006                                          7     EX-31 2 ex_31-1.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 (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);  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 issuance trust 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 issuance      trust 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 issuance trust 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 29, 2006   /s/ Douglas C. Morrison - ----------------------------- Douglas C. Morrison Vice President and Chief Financial Officer Citibank (South Dakota), National Association     EX-99 3 ex_99-1.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, 2005. 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 21, 2006                 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, 2005. Based upon this evaluation, management believes that, for the year ended December 31, 2005, the Issuer was materially in compliance with Article IX, Section 907 of the Indenture.   /s/ Kendall Stork - ---------------------------- Kendall Stork President  March 21, 2006      EX-99 4 ex_99-2.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, 2005 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, 2005, 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 8th day of March, 2006.                                        /s/ Susan J. Sexton                                      ---------------------------                                      Susan J. Sexton                                      Issuer Authorized Officer     -----END PRIVACY-ENHANCED MESSAGE-----