F
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-D
 
ASSET-BACKED ISSUER
 
DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934
 
For the monthly distribution period
from January 27, 2012 to February 24, 2012
 
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
(State or other jurisdiction
of incorporation or organization
of issuing entity)
NOT APPLICABLE
(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
(State or other jurisdiction
of incorporation or organization
of issuing entity)
NOT APPLICABLE
(I.R.S. Employer Identification
No. of issuing entity)
 
 
 
 
 
 
 
 
 
 
   
Commission File Number of sponsor and depositor: 333-145220-03
 
     
 
CITIBANK, N.A.
 
 
(Exact name of sponsor and depositor as specified in its charter)
 
     
 
13-5266470
(I.R.S. Employer Identification No.)
 
    c/o CITIBANK, N.A.  
 
 701 East 60th Street North,
 
 
  Mail Code 1251
 
 
  Sioux Falls, South Dakota
57117
 
 
(Address of principal executive
(Zip Code)
 
 
offices of issuing entities)
   
       
 
(605) 331-2626  
 
 
 
(Telephone number, including area code)
 
 
 
NOT APPLICABLE
 
 
 
(Former name, former address, if changed since last report)
 
 
     
       
 
Registered / reporting pursuant to
 
   
Section
Section
Section
Name of exchange
 
 
Title of class
12(b)
12(g)
15(d)
(If Section 12(b))
 
 
Citiseries, Class A notes
   
[X]
   
 
Citiseries, Class B notes
   
[X]
   
 
Citiseries, Class C notes
   
[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   
 

 
PART I - DISTRIBUTION INFORMATION
 
Item 1. Distribution and Pool Performance Information.
 
 
 
The information required by Item 1121 of Regulation AB is provided below and in the report attached hereto as Exhibit 99. This report is the monthly report of Citibank Credit Card Issuance Trust containing information regarding the notes of the Citiseries, the master trust's assets and the collateral certificate for the due period ending February 24, 2012 and the related payment dates for the notes delivered pursuant to Section 907 of the Indenture.
 
 
The issuance trust has issued Class A notes, Class B notes and Class C notes of the Citiseries pursuant to an Indenture between the issuance trust and Deutsche Bank Trust Company Americas, as trustee. Principal payments on Class B notes of the Citiseries are subordinated to payments on Class A notes of that series, and principal payments on Class C notes of the Citiseries are subordinated to payments on Class A and Class B notes of that series.
 
 
The issuance trust's primary asset - 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 to the issuance trust. The collateral certificate represents an undivided interest in the assets of the master trust. The master trust assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts.
 
 
        During the due period ending February 24, 2012 no master trust assets were the subject of a demand to repurchase or replace for breach of the representations and warranties in the underlying transaction agreements. The initial Form ABS-15G filed by Citibank, N.A. was filed on February 13, 2012 under CIK number 0001541816.
 
 
For the definitions or descriptions of certain terms used in the attached report, as well as a description of the allocation and payment priorities and subordination provisions applicable to the notes of the Citiseries, see the Prospectus included in the issuance trust's Registration Statement on Form S-3 (File No. 333-145220), as amended or supplemented to the date hereof.
 


PART II - OTHER INFORMATION
 
Item 3.  Sales of Securities and Use of Proceeds.

On February 14, 2012, the issuance trust issued and sold to Citibank, N.A. a tranche of Notes of the Citiseries entitled Floating Rate Class 2012-B1 Notes of February 2013 (Legal Maturity Date February 2015) in the principal amount of $746,000,000.  The sale of the Class 2012-B1 Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
 
On February 14, 2012, the issuance trust issued and sold to Citibank, N.A. a tranche of Notes of the Citiseries entitled Floating Rate Class 2012-C1 Notes of February 2013 (Legal Maturity Date February 2015) in the principal amount of $589,000,000.  The sale of the Class 2012-C1 Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
 
 
Item 9. Exhibits
 
 
Exhibit No.
Description
 
99
Monthly Report for the Due Period ending February 24, 2012 and the related Payment Dates for the Notes




 
 
SIGNATURES
 
 
Pursuant to the requirements 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 and Managing Beneficiary of Citibank Credit Card Issuance Trust and as Depositor and Servicer of Citibank Credit Card Master Trust I
 
Date: March 15, 2012
By: /s/ Douglas C. Morrison
 
Douglas C. Morrison
Vice President