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, 2015
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number of issuing entity: 333-52984-03; 333-145220-01, 1333-171055-01
Central Index Key Number of issuing entity: 0001108348
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: 333-80743-02; 333-145220-02; 333-171055-02
Central Index Key Number of issuing entity: 0000921864
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: 333-145220-03 333-171055-03
Central Index Key Number of sponsor and depositor: 0001522616
CITIBANK, N.A.
(Exact name of depositor and sponsor as specified in its charter)
UNITED STATES OF AMERICA | 13-5266470 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
388 Greenwich St New York, New York |
10013 | |
(Address of principal executive offices of depositor and sponsor) |
(Zip Code) |
Telephone number, including area code: (212) 559-1000
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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
[Rule 405 of Regulation S-T is not applicable.]
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 registrants 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.
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 registrants 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 10K:
Item 1: |
Business. | |
Item 1A: |
Risk Factors. | |
Item 2: |
Properties. | |
Item 3: |
Legal Proceedings. |
Item 1B. | Unresolved Staff Comments. |
Not Applicable.
Item 4. | Mine Safety Disclosures. |
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10K:
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 trusts 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.
Beginning in 2005, several putative class actions were filed against Citigroup Inc. and certain of its subsidiaries, including Citibank, N.A. (collectively Citigroup), together with Visa, MasterCard and other banks and their affiliates, in various federal district courts and consolidated
2
with other related cases in a multi-district litigation proceeding before Judge Gleeson in the United States District Court for the Eastern District of New York (Interchange MDL). This proceeding is captioned IN RE PAYMENT CARD INTERCHANGE FEE AND MERCHANT DISCOUNT ANTITRUST LITIGATION.
The plaintiffs, merchants that accept Visa- and MasterCard-branded payment cards as well as membership associations that claim to represent certain groups of merchants, allege, among other things, that defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and debit card transactions and to restrain trade through various Visa and MasterCard rules governing merchant conduct, all in violation of Section 1 of the Sherman Act and certain California statutes. Supplemental complaints also have been filed against defendants in the putative class actions alleging that Visas and MasterCards respective initial public offerings were anticompetitive and violated Section 7 of the Clayton Act, and that MasterCards initial public offering constituted a fraudulent conveyance.
On January 14, 2014, the court entered a final judgment approving the terms of a class settlement providing for, among other things, a total payment to the class of $6.05 billion; a rebate to merchants participating in the damages class settlement of 10 basis points on interchange collected for a period of eight months by the Visa and MasterCard networks; and changes to certain network rules.
On July 28, 2015, various objectors to the class settlement filed motions in the U.S. District Court to vacate the courts prior approval of the class settlement, alleging improprieties by two of the lawyers involved in the Interchange MDL. Various objectors appealed from the final class settlement approval order with the United States Court of Appeals for the Second Circuit, which heard oral argument regarding the appeals on September 28, 2015. Additional information concerning these consolidated actions is publicly available in court filings under the docket number MDL 05-1720 (E.D.N.Y.) (Brodie, J.) and 12-4671 (2d Cir.).
Numerous merchants, including large national merchants, have requested exclusion from the class settlements, and some of those opting out have filed complaints against Visa, MasterCard, and in some instances one or more issuing banks. One of these suits, 7-ELEVEN, INC., ET AL. v. VISA INC., ET AL., brought on behalf of numerous individual merchants, names Citigroup as a defendant. On December 5, 2014, the Interchange MDL, including the opt-out cases, was transferred from Judge Gleeson to Judge Brodie. Additional information concerning these actions is publicly available in court filings under the docket numbers MDL 05-1720 (E.D.N.Y.) (Brodie, J.).
On June 18, 2014, a group of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a derivative action against Deutsche Bank National Trust Company (DBNTC) and Deutsche Bank Trust Company Americas (DBTCA), the trustee for the master trust and under the indenture for the issuance trust, in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of fiduciary duty and negligence based on DBNTC and DBTCAs alleged failure to perform their duties as trustees for the trusts. Plaintiffs subsequently dismissed their state court complaint and filed a derivative and class action complaint in the U.S. District Court for the Southern District of New York on behalf of and for the benefit of 564 private-label RMBS trusts, which substantially overlapped with the trusts at issue in the state court action. The complaint alleges that the trusts at issue have suffered total realized collateral losses of U.S. $89.4 billion, but the complaint does not include a demand for money damages in a sum certain. DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the court partially granted the motion on procedural grounds: as to the 500 trusts that are governed by Pooling and Servicing Agreements, the court declined to exercise jurisdiction. The court did not rule on substantive defenses asserted in the motion to dismiss as to the 64 trusts formed under indentures for which it
3
retained jurisdiction. Instead, the court ordered plaintiffs to file an amended complaint as to those indenture trusts. On February 23, 2016, plaintiffs filed an amended complaint as to 62 of the 64 indenture trusts included in the original U.S. District Court complaint. DBNTC and DBTCA will have an opportunity to file new defensive motions with respect to this amended complaint. It is anticipated that plaintiffs will, in the near future, file a new state court complaint as to some or all of the 500 trusts governed by Pooling and Servicing Agreements which were dismissed from the U.S. District Court action.
On December 30, 2015, IKB International, S.A. and IKB Deutsche Industriebank A.G. filed a Summons With Notice in New York state court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts (the IKB Action). The claims in the IKB Action appear to be substantively similar to the SDNY Action. The IKB Action is not styled as a putative class action, but may attempt to bring derivative claims on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend the IKB Action.
DBTCA has no pending legal proceedings (including, based on DBTCAs present evaluation, the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties as Trustee under Second Amended and Restated Pooling and Servicing Agreement for the master trust or Amended and Restated Indenture for the Notes issued by the issuance trust.
Note that in connection with its role as trustee of certain RMBS transactions, Citibank, N.A. has been named as a defendant in similar civil litigation as DBTCA and DBNTC. These litigation matters relating to Citibank, N.A.s role as trustee of certain RMBS transactions are not expected to materially affect Citibank, N.A.s ability to perform its duties as they relate to the issuance trust and the master trust, including as sponsor, depositor, managing beneficiary, servicer and paying agent.
4
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10K:
Item 5: |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | |
Item 6: |
Selected Financial Data. | |
Item 7: |
Managements 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 10K:
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 10K:
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, N.A. and Deutsche Bank Trust Company Americas have been identified by the registrant as parties participating in the servicing function during the year ended December 31, 2015 with respect to Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I. Each of 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 year ended, December 31, 2015, which Assessment
5
Reports are attached as exhibits 33.1 and 33.2, respectively, to this Form 10-K. In addition, each of Citibank, N.A. 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.
Platform-Level Reports: 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 participants 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 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 in its Assessment Report include criteria in addition to the criteria applicable specifically to the Citibank Credit Card Issuance Trust transactions.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Citibank, N.A. 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, N.A. has provided a statement of compliance relating to servicing activities for the year ended December 31, 2015, which has been signed by an authorized officer of Citibank, N.A. and is attached hereto as exhibit 35.1.
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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 | Amended and Restated Indenture for the Notes dated as of August 9, 2011, incorporated by reference from Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.2 | Second Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I dated as of August 9, 2011, incorporated by reference from Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.3 | Amended and Restated Series 2000 Supplement dated as of August 9, 2011 (including the form of Collateral Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.4 | Amended and Restated Trust Agreement of Citibank Credit Card Issuance Trust dated as of August 9, 2011, incorporated by reference from Exhibit 4.4 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
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 2015 as identified below, incorporated by reference from the following exhibits of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2007: |
Subclass |
Exhibit No. |
Subclass |
Exhibit No. | |||
2003-A7 |
4.19 | 2005-A5 | 4.34 | |||
2005-A2 |
4.30 | 2005-A9 | 4.38 | |||
2005-C1 |
4.60 | 2005-C2 | 4.61 |
7
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, 2015, inclusive, and outstanding during 2015, as identified below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as applicable, of the Registrants Current Report on Form 8-K or 8-K/A filed with the Securities and Exchange Commission on the following dates: |
Subclass |
Filing Date |
Subclass |
Filing Date | |||
2006-A3 |
March 16, 2006 | 2013-A6 | September 20, 2013 | |||
2006-A7 |
October 20, 2006 | 2013-A7 | September 23, 2013 | |||
2006-A8 |
December 19, 2006 | 2013-A9 | September 23, 2013 | |||
2006-A8 Reopen |
February 15, 2007 | 2013-A10 | November 6, 2013 | |||
2007-A3 |
June 15, 2007 | 2013-A11 | November 6, 2013 | |||
2007-A3 Reopen |
August 15, 2007 | 2013-A7 1st Reopen | November 21, 2013 | |||
2007-A4 |
June 15, 2007 | 2013-A6 Reopen | December 17, 2013 | |||
2007-A4 Reopen |
August 15, 2007 | 2013-A7 2nd Reopen | December 17, 2013 | |||
2007-A8 |
September 20, 2007 | 2013-A12 | December 18, 2013 | |||
2007-A9 |
October 17, 2007 | 2014-A1 | January 24, 2014 | |||
2007-A11 |
December 10, 2007 | 2014-A2 | March 5, 2014 | |||
2007-A11 Reopen |
January 10, 2008 | 2014-A3 | March 12, 2014 | |||
2008-A1 |
February 7, 2008 | 2013-A7 3rd Reopen | March 24, 2014 | |||
2008-A2 |
February 8, 2008 | 2014-A1 Reopen | March 26, 2014 | |||
2008-A2 Reopen |
February 25, 2008 | 2014-A4 | May 6, 2014 | |||
2008-A6 |
May 20, 2008 | 2014-A5 | June 10, 2014 | |||
2008-A7 |
May 20, 2008 | 2014-A2 Reopen | July 3, 2014 | |||
2012-A1 |
October 10, 2012 | 2014-A6 | July 31, 2014 | |||
2013-A1 |
May 6, 2013 | 2014-A7 | September 16, 2014 | |||
2013-A2 |
May 30, 2013 | 2014-A8 | September 24, 2014 | |||
2013-A2 Reopen |
June 5, 2014 | 2014-A3 Reopen | November 12, 2014 | |||
2013-A3 |
August 8, 2013 | 2014-A6 Reopen | November 12, 2014 | |||
2013-A4 |
August 8, 2013 | 2014-A9 | December 4, 2014 |
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, N.A. | |
33.2 | Report on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas. |
8
34.1 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Citibank, N.A. | |
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, N.A. for the fiscal year ended December 31, 2015. | |
99.1 | Amended and Restated Series 2009 Supplement dated as of August 9, 2011 (including the form of Series 2009 Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 99.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. |
(c) | Not Applicable. |
9
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, N.A., | ||
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 | ||
(senior officer in charge of securitization of the depositor) |
Dated: March 30, 2016
10
Index to Exhibits
Exhibit Number |
Description | |
4.1 | Amended and Restated Indenture for the Notes dated as of August 9, 2011, incorporated by reference from Exhibit 4.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.2 | Second Amended and Restated Pooling and Servicing Agreement for Citibank Credit Card Master Trust I dated as of August 9, 2011, incorporated by reference from Exhibit 4.2 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.3 | Amended and Restated Series 2000 Supplement dated as of August 9, 2011 (including the form of Collateral Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.3 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
4.4 | Amended and Restated Trust Agreement of Citibank Credit Card Issuance Trust dated as of August 9, 2011, incorporated by reference from Exhibit 4.4 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. | |
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 2015 as identified below, incorporated by reference from the following exhibits of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2007: |
Subclass |
Exhibit No. |
Subclass |
Exhibit No. | |||
2003-A7 |
4.19 | 2005-A5 | 4.34 | |||
2005-A2 |
4.30 | 2005-A9 | 4.38 | |||
2005-C1 |
4.60 | 2005-C2 | 4.61 |
11
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, 2015, inclusive, and outstanding during 2015, as identified below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as applicable, of the Registrants Current Report on Form 8-K or 8-K/A filed with the Securities and Exchange Commission on the following dates: |
Subclass |
Filing Date |
Subclass |
Filing Date | |||
2006-A3 |
March 16, 2006 | 2013-A6 | September 20, 2013 | |||
2006-A7 |
October 20, 2006 | 2013-A7 | September 23, 2013 | |||
2006-A8 |
December 19, 2006 | 2013-A9 | September 23, 2013 | |||
2006-A8 Reopen |
February 15, 2007 | 2013-A10 | November 6, 2013 | |||
2007-A3 |
June 15, 2007 | 2013-A11 | November 6, 2013 | |||
2007-A3 Reopen |
August 15, 2007 | 2013-A7 1st Reopen | November 21, 2013 | |||
2007-A4 |
June 15, 2007 | 2013-A6 Reopen | December 17, 2013 | |||
2007-A4 Reopen |
August 15, 2007 | 2013-A7 2nd Reopen | December 17, 2013 | |||
2007-A8 |
September 20, 2007 | 2013-A12 | December 18, 2013 | |||
2007-A9 |
October 17, 2007 | 2014-A1 | January 24, 2014 | |||
2007-A11 |
December 10, 2007 | 2014-A2 | March 5, 2014 | |||
2007-A11 Reopen |
January 10, 2008 | 2014-A3 | March 12, 2014 | |||
2008-A1 |
February 7, 2008 | 2013-A7 3rd Reopen | March 24, 2014 | |||
2008-A2 |
February 8, 2008 | 2014-A1 Reopen | March 26, 2014 | |||
2008-A2 Reopen |
February 25, 2008 | 2014-A4 | May 6, 2014 | |||
2008-A6 |
May 20, 2008 | 2014-A5 | June 10, 2014 | |||
2008-A7 |
May 20, 2008 | 2014-A2 Reopen | July 3, 2014 | |||
2012-A1 |
October 10, 2012 | 2014-A6 | July 31, 2014 | |||
2013-A1 |
May 6, 2013 | 2014-A7 | September 16, 2014 | |||
2013-A2 |
May 30, 2013 | 2014-A8 | September 24, 2014 | |||
2013-A2 Reopen |
June 5, 2014 | 2014-A3 Reopen | November 12, 2014 | |||
2013-A3 |
August 8, 2013 | 2014-A6 Reopen | November 12, 2014 | |||
2013-A4 |
August 8, 2013 | 2014-A9 | December 4, 2014 |
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, N.A. | |
33.2 | Report on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust Company Americas. |
12
34.1 | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by Citibank, N.A. | |
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, N.A. for the fiscal year ended December 31, 2015. | |
99.1 | Amended and Restated Series 2009 Supplement dated as of August 9, 2011 (including the form of Series 2009 Certificate) to the Second Amended and Restated Pooling and Servicing Agreement, incorporated by reference from Exhibit 99.1 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011. |
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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); |
2. | 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 in all material respects; and |
5. | 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 30, 2016
/s/ Douglas C. Morrison |
Name: Douglas C. Morrison |
Title: Vice President, Citibank, N.A. |
(senior officer in charge of securitization of the depositor) |
EXHIBIT 33.1
Citibank, N.A.
Report on Assessment of
Compliance with Applicable Servicing Criteria
1. | Citibank, N.A. (the Asserting Party) is responsible for assessing compliance as of and for the year ended December 31, 2015 (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, 2015 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. |
4. | The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2015 and for the Reporting Period with respect to the Platform taken as a whole. |
5. | KPMG LLP, an independent registered public accounting firm, has issued an attestation report dated the date hereof on the Asserting Partys assessment of compliance with the Applicable Servicing Criteria as of December 31, 2015 and for the Reporting Period. |
CITIBANK, N.A. | ||
By: | /s/ Douglas C. Morrison | |
Name: | Douglas C. Morrison | |
Title: | Vice President | |
Date: | March 30, 2016 |
Appendix 1
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 partys 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 | ||||
1122(d)(1)(v) |
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information | 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 |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 | ||||
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 trustees 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 | ||||
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | 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 |
2
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 Servicers 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 Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligors 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 |
3
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 entitys 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 obligors 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 Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 |
4
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 2015
Class A |
Class A |
Class C | ||
2003-A7 |
2013-A2 | 2005-C1 | ||
2005-A2 |
2013-A3 | 2005-C2 | ||
2005-A5 |
2013-A4 | |||
2005-A9 |
2013-A6 | |||
2006-A3 |
2013-A7 | |||
2006-A7 |
2013-A9 | |||
2006-A8 |
2013-A10 | |||
2007-A3 |
2013-A11 | |||
2007-A4 |
2013-A12 | |||
2007-A8 |
2014-A1 | |||
2007-A9 |
2014-A2 | |||
2007-A11 |
2014-A3 | |||
2008-A1 |
2014-A4 | |||
2008-A2 |
2014-A5 | |||
2008-A6 |
2014-A6 | |||
2008-A7 |
2014-A7 | |||
2012-A1 |
2014-A8 | |||
2013-A1 |
2014-A9 |
EXHIBIT 33.2
MANAGEMENTS 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 the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) 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, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv) 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). With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2015 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
Period: Year ended December 31, 2015 (the Period).
Managements interpretation of Applicable Servicing Criteria: The Companys management has determined that servicing criterion 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 transaction agreements. It is managements interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the Period. The Companys management has determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finances Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, as of and for the Period; provided further that, Management has determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. The Companys management has determined that 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 Companys obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.
With respect to the Platform as of and for the Period, the Companys management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
| The Companys management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria. |
| The Companys management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
| Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria. |
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to managements assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
DEUTSCHE BANK NATIONAL TRUST COMPANY | ||
By: | /s/ David Co | |
Name: | David Co | |
Its: | Director | |
By: | /s/ Matt Bowen | |
Name: | Matt Bowen | |
Its: | Managing Director | |
By: | /s/ Kevin Fischer | |
Name: | Kevin Fischer | |
Its: | Director | |
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ David Co | |
Name: | David Co | |
Its: | Director | |
By: | /s/ Jenna Kaufman | |
Name: | Jenna Kaufman | |
Its: | Director |
Dated: February 26, 2016
2
EXHIBIT 34.1
[KPMG LLP Letterhead]
Report of Independent Registered Public Accounting Firm
The Board of Directors
Citibank, N.A.:
We have examined managements assessment, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that Citibank, N.A. (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for all asset-backed securities transactions conducted by the 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 ended December 31, 2015 (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, 2015.
The Company has determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions and securities in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finances Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, for the 2015 assessment period as of and for the year ended December 31, 2015.
Appendix A to this Report identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys 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 Companys compliance with the servicing criteria.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, as of and for the year ended December 31, 2015 is fairly stated, in all material respects.
/s/ KPMG LLP
New York, New York
March 30, 2016
Appendix A
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 2015
Class A |
Class A |
Class C |
||||
2003-A7 |
2013-A2 | 2005-C1 | ||||
2005-A2 |
2013-A3 | 2005-C2 | ||||
2005-A5 |
2013-A4 | |||||
2005-A9 |
2013-A6 | |||||
2006-A3 |
2013-A7 | |||||
2006-A7 |
2013-A9 | |||||
2006-A8 |
2013-A10 | |||||
2007-A3 |
2013-A11 | |||||
2007-A4 |
2013-A12 | |||||
2007-A8 |
2014-A1 | |||||
2007-A9 |
2014-A2 | |||||
2007-A11 |
2014-A3 | |||||
2008-A1 |
2014-A4 | |||||
2008-A2 |
2014-A5 | |||||
2008-A6 |
2014-A6 | |||||
2008-A7 |
2014-A7 | |||||
2012-A1 |
2014-A8 | |||||
2013-A1 |
2014-A9 |
Citibank, N.A.
Report on Assessment of
Compliance with Applicable Servicing Criteria
1. | Citibank, N.A. (the Asserting Party) is responsible for assessing compliance as of and for the year ended December 31, 2015 (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, 2015 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. |
4. | The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2015 and for the Reporting Period with respect to the Platform taken as a whole. |
5. | KPMG LLP, an independent registered public accounting firm, has issued an attestation report dated the date hereof on the Asserting Partys assessment of compliance with the Applicable Servicing Criteria as of December 31, 2015 and for the Reporting Period. |
CITIBANK, N.A. | ||
By: | /s/ Douglas C. Morrison | |
Name: | Douglas C. Morrison | |
Title: | Vice President | |
Date: | March 30, 2016 |
Appendix 1
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 partys 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 | ||||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information | 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 |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 | ||||
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 trustees 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 | ||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | 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 |
2
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 Servicers 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 Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligors 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 |
3
SERVICING CRITERIA |
||||||
Regulation AB Reference |
Criteria |
Applicable Servicing Criteria |
Inapplicable Servicing Criteria | |||
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 entitys 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 obligors 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 Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligors 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 |
4
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 2015
Class A |
Class A |
Class C | ||
2003-A7 |
2013-A2 | 2005-C1 | ||
2005-A2 |
2013-A3 | 2005-C2 | ||
2005-A5 |
2013-A4 | |||
2005-A9 |
2013-A6 | |||
2006-A3 |
2013-A7 | |||
2006-A7 |
2013-A9 | |||
2006-A8 |
2013-A10 | |||
2007-A3 |
2013-A11 | |||
2007-A4 |
2013-A12 | |||
2007-A8 |
2014-A1 | |||
2007-A9 |
2014-A2 | |||
2007-A11 |
2014-A3 | |||
2008-A1 |
2014-A4 | |||
2008-A2 |
2014-A5 | |||
2008-A6 |
2014-A6 | |||
2008-A7 |
2014-A7 | |||
2012-A1 |
2014-A8 | |||
2013-A1 |
2014-A9 |
EXHIBIT 34.2
KPMG
KPMG LLP
AON Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
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 managements assertion, included in the accompanying Managements Assertion of Compliance, 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 Commissions Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) 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, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(4)(iv) 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 year ended December 31, 2015. With respect to servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii), Managements Assertion of Compliance indicates that there were no activities performed during the year ended December 31, 2015 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. The Company has determined the following servicing criteria to be applicable only to the activities the Company performs with respect to the Platform as described below:
| Servicing criterion 1122(d)(1)(iii) is applicable only with respect to the Companys continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is managements interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2015. |
| Servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing |
criteria in accordance with the SEC Division of Corporation Finances Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, as of and for the year ended December 31, 2015; provided further that, Management has determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. |
| 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 Companys obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements. |
Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys compliance based on our examination.
Our examination was conducted in accordance with the attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys 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 Companys compliance with the servicing criteria.
In our opinion, managements assertion that the Company complied with the aforementioned servicing criteria, as of and for the year ended December 31, 2015, is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 26, 2016
2
MANAGEMENTS 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 the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) 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, certificate administrator, securities administration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the Platform).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv) 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). With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2015 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
Period: Year ended December 31, 2015 (the Period).
Managements interpretation of Applicable Servicing Criteria: The Companys management has determined that servicing criterion 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 transaction agreements. It is managements interpretation that the Company has no other active back-up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the Period. The Companys management has determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions in the Platform, including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finances Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03, as applicable, as of and for the Period; provided further that, Management has determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. The Companys management has determined that 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 Companys obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements.
With respect to the Platform as of and for the Period, the Companys management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:
| The Companys management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria. |
| The Companys management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
| Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria. |
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to managements assertion of compliance with the Applicable Servicing Criteria as of and for the Period.
DEUTSCHE BANK NATIONAL TRUST COMPANY | ||
By: | /s/ David Co | |
Name: | David Co | |
Its: | Director | |
By: | /s/ Matt Bowen | |
Name: | Matt Bowen | |
Its: | Managing Director | |
By: | /s/ Kevin Fischer | |
Name: | Kevin Fischer | |
Its: | Director | |
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ David Co | |
Name: | David Co | |
Its: | Director | |
By: | /s/ Jenna Kaufman | |
Name: | Jenna Kaufman | |
Its: | Director |
Dated: February 26, 2016
2
EXHIBIT 35.1
SERVICER COMPLIANCE STATEMENT
OF CITIBANK, N.A.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
The undersigned, a duly authorized officer of Citibank, N.A., as Servicer under the Second Amended and Restated Pooling and Servicing Agreement dated as of August 9, 2011 (the Pooling and Servicing Agreement) as supplemented by the Amended and Restated Series 2000 Supplement thereto dated as of August 9, 2011 (the Series 2000 Supplement and, together with the Pooling and Servicing Agreement, the Agreement) each between Citibank, as Seller and Servicer, and Deutsche Bank Trust Company Americas, as Trustee; and as Managing Beneficiary of Citibank Credit Card Issuance Trust (the Issuing Entity) under the Amended and Restated Indenture dated as of August 9, 2011 (the Indenture) between the Issuing Entity and Deutsche Bank Trust Company Americas, as Trustee, does hereby certify that:
1. Citibank is the Servicer under the Agreement and the Managing Beneficiary of the Issuing Entity.
2. A review of the servicing activities of Citibank during the fiscal year ended December 31, 2015 (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, Citibank 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 30th day of March, 2016.
/s/ Douglas C. Morrison |
Douglas C. Morrison |
Vice President |