issuer10k.htm

0000839947-08-000040.txt : 20080328 0000839947-08-000040.hdr.sgml : 20080328 20080328122824 ACCESSION NUMBER: 0000839947-08-000040 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK CREDIT CARD ISSUANCE TRUST CENTRAL INDEX KEY: 0001108348 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-52984-03 FILM NUMBER: 08717873 BUSINESS ADDRESS: STREET 1: C/O CITIBANK SOUTH DAKOTA NA STREET 2: 701 EAST 60TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 10-K 1 issuer10k.htm CCCIT FORM 10-K FOR 2007 issuer10k.htm

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, 2007

[ ] 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 of issuing entity: 333-145220-01

CITIBANK CREDIT CARD ISSUANCE TRUST*

(Issuing Entity in respect of the Notes)

(Exact name of issuing entity as specified in its charter)

DELAWARE	NOT APPLICABLE
(State or other jurisdiction of incorporation or organization of issuing entity)	(I.R.S. Employer Identification No. of issuing entity)

Commission file number of issuing entity: 333-145220-02

CITIBANK CREDIT CARD MASTER TRUST I

(Issuing Entity in respect of the Collateral Certificate)

(Exact name of issuing entity as specified in its charter)

NEW YORK	NOT APPLICABLE
(State or other jurisdiction of incorporation or organization of issuing entity)	(I.R.S. Employer Identification No. of issuing entity)

Commission file number of sponsor and depositor: 333-145220

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION

(Exact name of depositor and sponsor as specified in its charter)

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 of depositor and sponsor)	(Zip Code)

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].

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].

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

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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer [X] (Do not check if a smaller reporting company)

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes No [X].

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

-----------------------------------------

In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports concerning the Notes with the Commission on behalf of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I under the Central Index Key (CIK) number (0001108348) for Citibank Credit Card Issuance Trust.

PART I

The following Items have been omitted in accordance with General Instruction J to Form 10–K:

Item 1:		Business.
Item 1A:		Risk Factors.
Item 2:		Properties.
Item 3:		Legal Proceedings.
Item 4:		Submission of Matters to a Vote of Security Holders.

Item 1B. Unresolved Staff Comments.

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.

Citibank (South Dakota), some of its affiliates, 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, 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, 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. 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 total of $336 million, subject to court approval. The Citigroup defendants’ share of the settlement, which has been paid into an escrow account, was covered by existing reserves. As part of the settlement, the class was expanded to include not only credit cardholders, but also debit cardholders. The District Court preliminarily approved the settlement, and the final approval hearing is scheduled for March 31, 2008.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10–K:

Item 5:		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6:		Selected Financial Data.
Item 7:		Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A:		Quantitative and Qualitative Disclosures about Market Risk.
Item 8:		Financial Statements and Supplementary Data.
Item 9:		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A:		Controls and Procedures.

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:		Directors, Executive Officers and Corporate Governance.
Item 11:		Executive Compensation.
Item 12:		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13:		Certain Relationships and Related Transactions, and Director Independence.
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 (South Dakota), National Association, Citibank, N.A. and Deutsche Bank Trust Company Americas have been identified by the registrant as parties participating in the servicing function with respect to Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I. Each of Citibank (South Dakota), National Association, for itself and on behalf of its affiliate Citibank, N.A., 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 twelve months ended, December 31, 2007, which Assessment Reports are attached as exhibits 33.1 and 33.2, respectively, to this Form 10-K. In addition, each of Citibank (South Dakota), National Association 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.

Guidance from the Securities and Exchange Commission ("SEC") staff permits a servicing participant to elect to take responsibility for assessing compliance with the servicing criteria applicable to a third party, if that third party performs specific and limited, or scripted activities that address all or a portion of the servicing criteria applicable to such servicing participant. In these cases, the servicing participant has instituted policies and procedures to monitor whether such third party's activities comply in all material respects with the applicable servicing criteria. No Assessment Report or related Attestation Report has identified any material deficiency in such servicing participant's policies and procedures to monitor compliance by any such third party.

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 Trust Company Americas 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 Trust Company Americas 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 (South Dakota), National Association 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. Citibank (South Dakota), National Association, has provided a statement of compliance relating to its servicing activities for the calendar year ended December 31, 2007, which has been signed by an authorized officer of Citibank (South Dakota), National Association, and is attached hereto as exhibit 35.1.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)

Not Applicable.

(a)(2)

Not Applicable.

(a)(3)

Not Applicable.

(b)

Exhibits

Exhibit Number		Description
4.1.1		Indenture for the Notes, dated as of September 26, 2000, incorporated by reference from Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).
4.1.2		Amendment No. 1 to Indenture, dated as of November 14, 2001, incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-3 (File No. 333-91326).
4.2.1		Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of September 26, 2000 (including the form of Collateral Certificate), incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).
4.2.2		Amendment No. 1 dated as of April 27, 2006 to Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of September 26, 2000, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2006.
4.3.1		Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I dated as of October 5, 2001, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2001.
4.3.2		Amendment No. 1 dated as of December 31, 2003 to the Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2004.
4.3.3		Amendment No. 2 dated as December 19, 2005 to the Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2005.
4.4		Trust Agreement of Citibank Credit Card Issuance Trust, dated as of September 12, 2000, incorporated by reference from Exhibit 4.9 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).

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 2007 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.

2000-A3	4.1	2003-A11	4.23
2000-A3 Reopen	4.2	2004-A1	4.24
2001-A1	4.3	2004-A1 Reopen	4.25
2001-A1 Reopen	4.4	2004-A3	4.26
2001-A7	4.7	2004-A4	4.27
2002-A1	4.8	2004-A7	4.28
2002-A4	4.9	2004-A8	4.29
2002-A8	4.10	2005-A2	4.30
2002-A10	4.11	2005-A3	4.31
2002-A10 Reopen	4.12	2005-A3 Reopen	4.32
2003-A1	4.13	2005-A4	4.33
2003-A3	4.15	2005-A5	4.34
2003-A4	4.16	2005-A6	4.35
2003-A6	4.18	2005-A7	4.36
2003-A7	4.19	2005-A8	4.37
2003-A8	4.20	2005-A9	4.38
2003-A9	4.21	2005-A10	4.39
2003-A10	4.22

2001-B1	4.40	2004-B1 Reopen	4.45
2002-B1	4.42	2004-B2	4.46
2004-B1	4.44	2005-B1	4.47

2001-C1	4.48	2003-C4	4.58
2002-C1	4.50	2004-C1	4.59
2002-C1 Reopen	4.51	2005-C1	4.60
2002-C2	4.52	2005-C2	4.61
2002-C3	4.53	2005-C3	4.62
2003-C1	4.54	2005-C5	4.63
2003-C1 Reopen	4.55	2005-C6	4.64
2003-C3	4.57

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, 2007, inclusive, 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-A6	July 12, 2007
2006-A1 Reopen	March 6, 2006	2007-A7	August 27, 2007
2006-A1 2nd Reopen	May 8, 2006	2007-A7 Reopen	September 12, 2007
2006-A2	February 8, 2006	2007-A8	September 20, 2007
2006-A3	March 16, 2006	2007-A9	October 17, 2007
2006-A4	May 4, 2006	2007-A10	December 10, 2007
2006-A4 Reopen	May 26, 2006	2007-A11	December 10, 2007
2006-A5	May 23, 2006
2006-A6	June 1, 2006	2006-B1	March 8, 2006
2006-A7	October 20, 2006	2006-B2	March 8, 2006
2006-A8	December 19, 2006	2007-B1	April 2, 2007
2006-A8 Reopen	February 15, 2007	2007-B2	April 2, 2007
2007-A1	March 22, 2007	2007-B5	October 31, 2007
2007-A2	May 22, 2007	2007-B6	November 5, 2007
2007-A3	June 15, 2007
2007-A3 Reopen	August 15, 2007	2006-C1	February 27, 2006
2007-A4	June 15, 2007	2006-C2	May 12, 2006
2007-A4 Reopen	August 15, 2007	2006-C4	December 21, 2006
2007-A5	June 22, 2007

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 (South Dakota)
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 (South Dakota)
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 (South Dakota) for the calendar year ended December 31, 2007

(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 (SOUTH DAKOTA),

NATIONAL ASSOCIATION,

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 and Chief Financial Officer

(senior officer in charge of securitization)

Dated: March 28, 2008

Index to Exhibits

Exhibit Number		Description
4.1.1		Indenture for the Notes, dated as of September 26, 2000, incorporated by reference from Exhibit 4.1 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).
4.1.2		Amendment No. 1 to Indenture, dated as of November 14, 2001, incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-3 (File No. 333-91326).
4.2.1		Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of September 26, 2000 (including the form of Collateral Certificate), incorporated by reference from Exhibit 4.2 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).
4.2.2		Amendment No. 1 dated as of April 27, 2006 to Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate, dated as of September 26, 2000, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2006.
4.3.1		Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I dated as of October 5, 2001, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2001.
4.3.2		Amendment No. 1 dated as of December 31, 2003 to the Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2004.
4.3.3		Amendment No. 2 dated as December 19, 2005 to the Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2005.
4.4		Trust Agreement of Citibank Credit Card Issuance Trust, dated as of September 12, 2000, incorporated by reference from Exhibit 4.9 of the Registrant's Registration Statement on Form S-3 (File No. 333-52984).

Exhibit

Number

Description

4.5.1

Subclass

Exhibit No.

Subclass

Exhibit No.

2000-A3	4.1	2003-A11	4.23
2000-A3 Reopen	4.2	2004-A1	4.24
2001-A1	4.3	2004-A1 Reopen	4.25
2001-A1 Reopen	4.4	2004-A3	4.26
2001-A7	4.7	2004-A4	4.27
2002-A1	4.8	2004-A7	4.28
2002-A4	4.9	2004-A8	4.29
2002-A8	4.10	2005-A2	4.30
2002-A10	4.11	2005-A3	4.31
2002-A10 Reopen	4.12	2005-A3 Reopen	4.32
2003-A1	4.13	2005-A4	4.33
2003-A3	4.15	2005-A5	4.34
2003-A4	4.16	2005-A6	4.35
2003-A6	4.18	2005-A7	4.36
2003-A7	4.19	2005-A8	4.37
2003-A8	4.20	2005-A9	4.38
2003-A9	4.21	2005-A10	4.39
2003-A10	4.22

2001-B1	4.40	2004-B1 Reopen	4.45
2002-B1	4.42	2004-B2	4.46
2004-B1	4.44	2005-B1	4.47

2001-C1	4.48	2003-C4	4.58
2002-C1	4.50	2004-C1	4.59
2002-C1 Reopen	4.51	2005-C1	4.60
2002-C2	4.52	2005-C2	4.61
2002-C3	4.53	2005-C3	4.62
2003-C1	4.54	2005-C5	4.63
2003-C1 Reopen	4.55	2005-C6	4.64
2003-C3	4.57

Exhibit

Number

Description

4.5.2

Subclass

Filing Date

Subclass

Filing Date

2006-A1	February 8, 2006	2007-A6	July 12, 2007
2006-A1 Reopen	March 6, 2006	2007-A7	August 27, 2007
2006-A1 2nd Reopen	May 8, 2006	2007-A7 Reopen	September 12, 2007
2006-A2	February 8, 2006	2007-A8	September 20, 2007
2006-A3	March 16, 2006	2007-A9	October 17, 2007
2006-A4	May 4, 2006	2007-A10	December 10, 2007
2006-A4 Reopen	May 26, 2006	2007-A11	December 10, 2007
2006-A5	May 23, 2006
2006-A6	June 1, 2006	2006-B1	March 8, 2006
2006-A7	October 20, 2006	2006-B2	March 8, 2006
2006-A8	December 19, 2006	2007-B1	April 2, 2007
2006-A8 Reopen	February 15, 2007	2007-B2	April 2, 2007
2007-A1	March 22, 2007	2007-B5	October 31, 2007
2007-A2	May 22, 2007	2007-B6	November 5, 2007
2007-A3	June 15, 2007
2007-A3 Reopen	August 15, 2007	2006-C1	February 27, 2006
2007-A4	June 15, 2007	2006-C2	May 12, 2006
2007-A4 Reopen	August 15, 2007	2006-C4	December 21, 2006
2007-A5	June 22, 2007

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 (South Dakota)
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 (South Dakota)
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 (South Dakota) for the calendar year ended December 31, 2007

EX-31.1 2 sarbanes-oxley.htm SARBANES-OXLEY CERTIFICATION sarbanes-oxley.htm

Exhibit 31.1

Certification

I, Douglas C. Morrison, certify that:

1.	I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Citibank Credit Card Issuance Trust (the "Exchange Act periodic reports");

Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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 with respect to the period covered by this report;

3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided on Form 10-D with respect to the period covered by this report is included in the Exchange Act periodic reports;

4.	Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement; and

All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as exhibits to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: Deutsche Bank Trust Company Americas.

Date: March 28, 2008

/s/ Douglas C. Morrison

_____________________________

Name: Douglas C. Morrison

Title: Vice President and Chief Financial Officer

(senior officer in charge of securitization)

Citibank (South Dakota), National Association

EX-33.1 3 cbsd-1122d.htm 1122(D) REPORT -- CITIBANK (SOUTH DAKOTA) cbsd-1122d.htm

Exhibit 33.1

Citibank (South Dakota), National Association

Report on Assessment of

Compliance with Applicable Servicing Criteria

Citibank (South Dakota), National Association (the "Asserting Party") is responsible for assessing compliance as of and for the 12-month period ending December 31, 2007 (the "Reporting Period"), with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as set forth in Appendix 1 hereto (such servicing criteria, excluding the criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix 1 hereto, the "Applicable Servicing Criteria") in connection with the servicing activities it performs with respect to the transactions covered by this report. The transactions covered by this report include all asset-backed securities transactions conducted by Citibank Credit Card Issuance Trust ("CCCIT") that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 where the related asset-backed securities were outstanding during the Reporting Period (the "Platform"), as listed in Appendix 2 hereto.

2.	Except as set forth in paragraph 3 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period.

3.	The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix 1 hereto, are inapplicable to the Asserting Party based on the activities it performs with respect to the Platform.

Citibank N.A. ("CBNA"), an affiliate of the Asserting Party, is the paying agent of the classes of asset-backed securities listed on Appendix 2 hereto. CBNA has performed specific and limited activities with respect to the Platform. The Asserting Party has determined that CBNA is not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Asserting Party elects to take responsibility for assessing compliance with the servicing criteria or portions of servicing criteria applicable to CBNA's activities as set forth in Appendix 1 hereto. The Asserting Party has policies and procedures in place designed to provide reasonable assurance that CBNA's activities comply in all material respects with the servicing criteria applicable to CBNA.

5.	The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

6.	The Asserting Party has not identified and is not aware of any material instance of noncompliance by CBNA with the servicing criteria applicable to CBNA's activities as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

7.	The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by CBNA with the servicing criteria applicable to it as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

8.	KPMG LLP, an independent registered public accounting firm, has issued an attestation report dated the date hereof on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period.

CITIBANK (SOUTH DAKOTA),

NATIONAL ASSOCIATION

By: /s/ Douglas C. Morrison

----------------------------------------

Name: Douglas C. Morrison

Title: Vice President and Chief Financial Officer

Date: March 25, 2008

Appendix 1

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.			X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.		X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.			X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.			X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X

SERVICING CRITERIA			APPLICABLE SERVICING CRITERIA				INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria		Performed Directly by Asserting Party		Performed by Affiliate for which Asserting Party is the Responsible Party

	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X*	X*
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.	X*	X*
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X*	X*

* Citibank (South Dakota), National Association (the “Asserting Party”) was responsible for the allocation of funds due to investors in accordance with the timeframes, distribution priority and other terms set forth in the transaction agreements. Citibank, N.A., an affiliate of the Asserting Party, as paying agent (the "Paying Agent"), was responsible for remitting such funds to investors at the direction of the Asserting Party. Amounts remitted to investors by the Paying Agent are posted by the Asserting Party to the Servicer’s records within two business days and are agreed by the Asserting Party with bank statements.

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X
1122(d)(4)(v)	The Servicer's records regarding the pool assets agree with the Servicer's records with respect to an obligor's unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.			X

SERVICING CRITERIA			APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference		Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the Servicer, or such other number of days specified in the transaction agreements.				X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.		X

Appendix 2

Citibank Credit Card Issuance Trust

Classes of Notes of the Citiseries registered with the SEC pursuant to

the Securities Act of 1933 and Outstanding during calendar year 2007

Class A Class A Class B

2000-A3 2007-A1 2001-B1

2001-A1 2007-A2 2002-B1

2001-A7 2007-A3 2004-B1

2002-A1 2007-A4 2004-B2

2002-A4 2007-A5 2005-B1

2002-A8 2007-A6 2006-B1

2002-A10 2007-A7 2006-B2

2003-A1 2007-A8 2007-B1

2003-A3 2007-A9 2007-B2

2003-A4 2007-A10 2007-B5

2003-A6 2007-A11 2007-B6

2003-A7

2003-A8

2003-A9 Class C

2003-A10

2003-A11 2001-C1

2004-A1 2002-C1

2004-A3 2002-C2

2004-A4 2002-C3

2004-A7 2003-C1

2004-A8 2003-C3

2005-A2 2003-C4

2005-A3 2004-C1

2005-A4 2005-C1

2005-A5 2005-C2

2005-A6 2005-C3

2005-A7 2005-C5

2005-A8 2005-C6

2005-A9 2006-C1

2005-A10 2006-C2

2006-A1 2006-C4

2006-A2

2006-A3

2006-A4

2006-A5

2006-A6

2006-A7

2006-A8

EX-33.2 4 db-1122d.htm 1122(D) REPORT -- DEUTSCHE BANK db-1122d.htm

Exhibit 33.2

MANAGEMENT’S ASSERTION OF COMPLIANCE

Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration, paying agent or custodian services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the “Platform”).

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”). Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transactions agreements. With respect to applicable servicing criterion 1122(d)(1)(iii), there were no activities performed during the twelve months ended December 31, 2007 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.

Period: Twelve months ended December 31, 2007 (the “Period”).

Management's interpretation of Applicable Servicing Criteria: The Company’s management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company Americas has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period.

Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company’s management has determined that these vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to each vendor. The Company’s management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

2. The Company’s management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.

DEUTSCHE BANK NATIONAL TRUST COMPANY

By: /s/ Gary R. Vaughan

--------------------------------

Name: Gary R. Vaughan

Its: Managing Director

By: /s/ David Co

--------------------------------

Name: David Co

Its: Director

By: /s/ Jose Sicilia

--------------------------------

Name: Jose Sicilia

Its: Managing Director

By: /s/ Kevin Fischer

--------------------------------

Name: Kevin Fischer

Its: Director

By: /s/ Robert Frier

--------------------------------

Name: Robert Frier

Its: Director

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Kevin C. Weeks

--------------------------------

Name: Kevin C. Weeks

Its: Managing Director

By: /s/ Jenna Kaufman

--------------------------------

Name: Jenna Kaufman

Its: Director

Dated: February 29, 2008

EX-34.1 5 kpmg-cbsd.htm KPMG ATTESTATION REPORT -- CITIBANK (SOUTH DAKOTA) kpmg-cbsd.htm

Exhibit 34.1

[KPMG LLP Letterhead]

Report of Independent Registered Public Accounting Firm

The Board of Directors

Citibank (South Dakota), National Association:

We have examined management’s assessment, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that Citibank (South Dakota), National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for all asset-backed securities transactions conducted by Citibank Credit Card Issuance Trust that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 where the related asset-backed securities were outstanding during the year ending December 31, 2007 (the Platform), except for servicing criteria 1122 (d)(1)(iii), 1122 (d)(2)(iii), 1122 (d)(2)(vi), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii), and 1122 (d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2007. Appendix 2 to the Report on Assessment of Compliance with Applicable Servicing Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

As described in management’s assertion included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, for servicing criteria 1122 (d)(2)(ii), 1122 (d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv), a vendor has participated in the activities required by these servicing criteria. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

In our opinion, management’s assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(ii), 1122 (d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv) for which compliance is partly determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2007 is fairly stated, in all material respects.

/s/ KPMG LLP

New York, New York

March 25, 2008

Citibank (South Dakota), National Association

Report on Assessment of

Compliance with Applicable Servicing Criteria

2.	Except as set forth in paragraph 3 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period.

3.	The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix 1 hereto, are inapplicable to the Asserting Party based on the activities it performs with respect to the Platform.

5.	The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

6.	The Asserting Party has not identified and is not aware of any material instance of noncompliance by CBNA with the servicing criteria applicable to CBNA's activities as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

7.	The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by CBNA with the servicing criteria applicable to it as of December 31, 2007 and for the Reporting Period with respect to the Platform taken as a whole.

8.	KPMG LLP, an independent registered public accounting firm, has issued an attestation report dated the date hereof on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2007 and for the Reporting Period.

CITIBANK (SOUTH DAKOTA),

NATIONAL ASSOCIATION

By: /s/ Douglas C. Morrison

----------------------------------------

Name: Douglas C. Morrison

Title: Vice President and Chief Financial Officer

Date: March 25, 2008

Appendix 1

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.			X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.		X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.			X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.			X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X

SERVICING CRITERIA			APPLICABLE SERVICING CRITERIA				INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria		Performed Directly by Asserting Party		Performed by Affiliate for which Asserting Party is the Responsible Party

	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X*	X*
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.	X*	X*
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X*	X*

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X
1122(d)(4)(v)	The Servicer's records regarding the pool assets agree with the Servicer's records with respect to an obligor's unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference	Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.			X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.			X

SERVICING CRITERIA			APPLICABLE SERVICING CRITERIA		INAPPLICABLE SERVICING CRITERIA
Regulation AB Reference		Criteria	Performed Directly by Asserting Party	Performed by Affiliate for which Asserting Party is the Responsible Party
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the Servicer, or such other number of days specified in the transaction agreements.				X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.		X

Appendix 2

Citibank Credit Card Issuance Trust

Classes of Notes of the Citiseries registered with the SEC pursuant to

the Securities Act of 1933 and Outstanding during calendar year 2007

Class A Class A Class B

2000-A3 2007-A1 2001-B1

2001-A1 2007-A2 2002-B1

2001-A7 2007-A3 2004-B1

2002-A1 2007-A4 2004-B2

2002-A4 2007-A5 2005-B1

2002-A8 2007-A6 2006-B1

2002-A10 2007-A7 2006-B2

2003-A1 2007-A8 2007-B1

2003-A3 2007-A9 2007-B2

2003-A4 2007-A10 2007-B5

2003-A6 2007-A11 2007-B6

2003-A7

2003-A8

2003-A9 Class C

2003-A10

2003-A11 2001-C1

2004-A1 2002-C1

2004-A3 2002-C2

2004-A4 2002-C3

2004-A7 2003-C1

2004-A8 2003-C3

2005-A2 2003-C4

2005-A3 2004-C1

2005-A4 2005-C1

2005-A5 2005-C2

2005-A6 2005-C3

2005-A7 2005-C5

2005-A8 2005-C6

2005-A9 2006-C1

2005-A10 2006-C2

2006-A1 2006-C4

2006-A2

2006-A3

2006-A4

2006-A5

2006-A6

2006-A7

2006-A8

EX-34.2 6 kpmg-db.htm KPMG ATTESTATION REPORT -- DEUTSCHE BANK kpmg-db.htm

Exhibit 34.2

[LOGO] KPMG

KPMG LLP

303 East Wacker Drive

Chicago, IL 60601-5212

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Trust & Securities Services department of Deutsche Bank National Trust Company and

Deutsche Bank Trust Company Americas:

We have examined the accompanying management’s assertion that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, securities administration, paying agent or custodian services, excluding any publicly issued transactions, sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2007. Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transactions agreements. With respect to applicable servicing criterion 1122(d)(1)(iii), management’s assertion indicates that there were no activities performed during the twelve months ended December 31, 2007 with respect to the Platform, because there were no occurrence of events that would require the Company to perform such activities. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

As described in the accompanying management’s assertion for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2007 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois

February 29, 2008

MANAGEMENT’S ASSERTION OF COMPLIANCE

Period: Twelve months ended December 31, 2007 (the “Period”).

With respect to the Platform and the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

DEUTSCHE BANK NATIONAL TRUST COMPANY

By: /s/ Gary R. Vaughan

--------------------------------

Name: Gary R. Vaughan

Its: Managing Director

By: /s/ David Co

--------------------------------

Name: David Co

Its: Director

By: /s/ Jose Sicilia

--------------------------------

Name: Jose Sicilia

Its: Managing Director

By: /s/ Kevin Fischer

--------------------------------

Name: Kevin Fischer

Its: Director

By: /s/ Robert Frier

--------------------------------

Name: Robert Frier

Its: Director

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Kevin C. Weeks

--------------------------------

Name: Kevin C. Weeks

Its: Managing Director

By: /s/ Jenna Kaufman

--------------------------------

Name: Jenna Kaufman

Its: Director

Dated: February 29, 2008

EX-35.1 7 servicer-compliance.htm SERVICER COMPLIANCE STATEMENT servicer-compliance.htm

Exhibit 35.1

SERVICER COMPLIANCE STATEMENT

OF CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

The undersigned, a duly authorized officer of Citibank (South Dakota), National Association ("CBSD"), as Servicer under the Amended and Restated Pooling and Servicing Agreement dated as of October 5, 2001 (as amended through the date hereof, the "Pooling and Servicing Agreement") as supplemented by the Series 2000 Supplement thereto dated as of September 26, 2000 (as amended through the date hereof, the "Series 2000 Supplement" and, together with the Pooling and Servicing Agreement, the "Agreement") each between CBSD, as Seller, Servicer and as successor by merger to Citibank (Nevada), National Association, as Seller, and Deutsche Bank Trust Company Americas, as Trustee; and as Managing Beneficiary of Citibank Credit Card Issuance Trust (the "Issuing Entity") under the Indenture dated as of September 26, 2000 (as amended and supplemented through the date hereof, the "Indenture") between the Issuing Entity and Deutsche Bank Trust Company Americas, as Trustee, does hereby certify that:

1. CBSD is the Servicer under the Agreement and the Managing Beneficiary of the Issuing Entity.

2. A review of the servicing activities of CBSD during the fiscal year ended December 31, 2007 (the "Reporting Period") and of its performance under the Agreement and the Indenture was conducted under my supervision.

3. To the best of my knowledge, based on such review, CBSD has fulfilled all of its servicing obligations under the Agreement and the Indenture in all material respects throughout the Reporting Period.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 25th day of March, 2008.

/s/ Douglas C. Morrison

___________________________

Douglas C. Morrison

Vice President