United States securities and exchange commission logo
January 13, 2022
Sunil Garg
Director and Chief Executive Officer
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Re: Citibank Credit
Card Issuance Trust
Citibank, N.A.
Citibank Credit
Card Master Trust I
Registration
Statement on Form SF-3
Filed December 20,
2021
File Nos.
333-261769, 333-261769-01 and 333-261769-02
Dear Mr. Garg:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form SF-3
Form of Prospectus
Risk Factors
Business Risks Relating to Citibank's Credit Card Business
Climate change could have a negative impact on Citibank's results of
operations and financial
condition, page 56
1. Your disclosure states
that Citibank and its customers and clients could be negatively
impacted by climate
change. To the extent that you believe investors in these asset-
backed securities may
be impacted by climate related events, including, but not limited to,
existing or pending
legislation or regulation that relates to climate change, please consider
Sunil Garg
Citibank, N.A.
January 13, 2022
Page 2
revising your disclosure to explain how these risks might impact
investors in these asset-
backed securities. See the Commission s Guidance Regarding
Disclosure Related to
Climate Change, Interpretive Release No. 33-9106 (February 8, 2010).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Benjamin Meeks at 202-551-7146 or Arthur Sandel at
202-551-3262 if
you have any questions.
FirstName LastNameSunil Garg Sincerely,
Comapany NameCitibank, N.A.
Division of
Corporation Finance
January 13, 2022 Page 2 Office of
Structured Finance
FirstName LastName