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Citibank Credit Card Issuance Trust · 2018-08-17 · May 2009, Citibank Credit Card Master Trust I...

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Prospectus Dated August 10, 2018 Citibank Credit Card Issuance Trust Issuing Entity (CIK: 0001108348) $1,000,000,000 3.21% Class 2018-A6 Notes of December 2022 (Legal Maturity Date December 2024) Citibank, N.A. Sponsor and Depositor (CIK: 0001522616) The issuance trust will issue and sell Class 2018-A6 Notes Principal amount ........................ $1,000,000,000 Interest rate ............................ 3.21% per annum Interest payment dates ................... 7th day of each June and December, beginning December 2018 Expected principal payment date ........... December 7, 2022 Legal maturity date ...................... December 9, 2024 Expected issuance date ................... August 17, 2018 Price to public .......................... $999,830,600 (or 99.98306%) Underwriting discount ................... $ 2,750,000 (or 0.27500%) Proceeds to the issuance trust .............. $997,080,600 (or 99.70806%) The Class 2018-A6 notes will be paid from the issuance trust’s assets consisting primarily of an interest in credit card receivables arising in a portfolio of revolving credit card accounts. The Class 2018-A6 notes are a subclass of Class A notes of the Citiseries. You should review and consider the discussion under “Risk Factors” beginning on page 28 of this prospectus before you purchase any notes. Neither the Securities and Exchange Commission nor any state securities commission has approved the notes or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of or interests in any other person. The notes of all series, including the Citiseries, are secured by a shared security interest in the collateral certificate and the collection account, but each subclass of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and applicable indenture supplement. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the notes. The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. Underwriters Citigroup Barclays HSBC SMBC Nikko TD Securities
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  • Prospectus Dated August 10, 2018

    Citibank Credit Card Issuance TrustIssuing Entity (CIK: 0001108348)

    $1,000,000,000 3.21% Class 2018-A6 Notes of December 2022(Legal Maturity Date December 2024)

    Citibank, N.A.Sponsor and Depositor (CIK: 0001522616)

    The issuance trust will issue and sell Class 2018-A6 Notes

    Principal amount . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000Interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.21% per annumInterest payment dates . . . . . . . . . . . . . . . . . . . 7th day of each June and December, beginning

    December 2018Expected principal payment date . . . . . . . . . . . December 7, 2022Legal maturity date . . . . . . . . . . . . . . . . . . . . . . December 9, 2024Expected issuance date . . . . . . . . . . . . . . . . . . . August 17, 2018Price to public . . . . . . . . . . . . . . . . . . . . . . . . . . $999,830,600 (or 99.98306%)Underwriting discount . . . . . . . . . . . . . . . . . . . $ 2,750,000 (or 0.27500%)Proceeds to the issuance trust . . . . . . . . . . . . . . $997,080,600 (or 99.70806%)

    The Class 2018-A6 notes will be paid from the issuance trust’s assets consisting primarily of aninterest in credit card receivables arising in a portfolio of revolving credit card accounts.

    The Class 2018-A6 notes are a subclass of Class A notes of the Citiseries.

    You should review and consider the discussion under “Risk Factors” beginning on page 28 ofthis prospectus before you purchase any notes.

    Neither the Securities and Exchange Commission nor any state securities commission has approvedthe notes or determined that this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense.

    The notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of orinterests in any other person. The notes of all series, including the Citiseries, are secured by a sharedsecurity interest in the collateral certificate and the collection account, but each subclass of notes isentitled to the benefits of only that portion of the assets allocated to it under the indenture andapplicable indenture supplement. Noteholders will have no recourse to any other assets of CitibankCredit Card Issuance Trust for the payment of the notes.

    The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any othergovernmental agency or instrumentality.

    UnderwritersCitigroup

    BarclaysHSBC

    SMBC NikkoTD Securities

  • Information Presented in this Prospectus

    Citibank Credit Card Issuance Trust will issue notes in series and we expect that mostseries will consist of multiple classes and that most classes will consist of multiple subclasses.As of the date of this prospectus, the Citiseries is the only issued and outstanding series ofCitibank Credit Card Issuance Trust. The Class 2018-A6 notes are a subclass of the Class Anotes of the Citiseries. This prospectus describes the specific terms of your class and subclassof notes of the Citiseries and also provides general information about other series, classes andsubclasses of notes that have been and may be issued from time to time. Other series, classesand subclasses of Citibank Credit Card Issuance Trust notes, including other subclasses ofnotes that are included in the Citiseries as a part of the Class A notes or other notes that areincluded in the Class 2018-A6 subclass, may be issued by Citibank Credit Card Issuance Trustin the future without the consent of, or prior notice to, any noteholders. No series, class orsubclass of notes, other than the Class 2018-A6 notes, is being offered pursuant to thisprospectus. See “Annex VI: Outstanding Series, Classes and Subclasses of Notes” in thisprospectus for information on the other outstanding notes of the Citibank Credit Card IssuanceTrust.

    The primary asset of Citibank Credit Card Issuance Trust is the collateral certificate,Series 2000, which represents an undivided interest in Citibank Credit Card Master Trust I. InMay 2009, Citibank Credit Card Master Trust I also issued the Series 2009 certificate toCitibank, N.A., as seller, in order to provide credit enhancement to the collateral certificateand the notes. Citibank Credit Card Master Trust I may issue other series of certificates andany such series may consist of one or more classes. As of the date of this prospectus, thecollateral certificate and the Series 2009 certificate are the only master trust investorcertificate issued pursuant to Series 2000 and Series 2009, respectively, of the master trustcertificates. This prospectus describes the specific terms of the collateral certificate and theSeries 2009 certificate and also provides general information about other series of certificatesthat may be issued from time to time. Other series of Citibank Credit Card Master Trust Icertificates may be issued by Citibank Credit Card Master Trust I from time to time withoutthe consent of, or prior notice to, any noteholders or certificateholders. No such series ofcertificates is being offered pursuant to this prospectus. See “Annex VII: Outstanding MasterTrust Series of Investor Certificates” in this prospectus for information on the outstandingcertificates of the Citibank Credit Card Master Trust I.

    See “Risk Factors—Issuance of additional notes or master trust investor certificates mayaffect the timing and amount of payments to you” for a discussion of the potential impact thatthe issuance of additional notes or certificates could have on the Class 2018-A6 notes.

    You should rely only on the information provided in this prospectus, including theinformation incorporated by reference. We have not authorized anyone to provide you withdifferent information. We do not claim the accuracy of the information in this prospectus as ofany date other than the date stated on its cover.

    We are not offering the Class 2018-A6 notes in any state where the offer is not permitted.

    Information regarding certain entities that are not affiliates of Citibank, N.A. has beenprovided in this prospectus. See in particular “The Issuance Trust—The Issuance Trust

  • Trustee”, “Sources of Funds to Pay the Notes—The Indenture Trustee”, “The Master Trust—The Master Trust Trustee” and “—The Asset Representations Reviewer”, and LegalProceedings—Indenture Trustee and Master Trust Trustee Litigation.” The informationcontained in those sections of this prospectus was prepared solely by the party described inthat section without the involvement of Citibank, N.A. or any of their affiliates.

    We include cross-references in this prospectus to captions in these materials where youcan find further related discussions. The Table of Contents in this prospectus provides thepages on which these captions are located.

    Parts of this prospectus use defined terms. You can find a listing of defined terms in the“Glossary of Defined Terms” beginning on page 174.

    These Class 2018-A6 notes are offered subject to receipt and acceptance by theunderwriters and to their right to reject any order in whole or in part and to withdraw, cancelor modify the offer without notice.

    Compliance with the Risk Retention Rules of the European Union

    Articles 404-410 of the European Union’s (EU) Capital Requirements Regulation ((EU)No. 575/2013) (the CRR), as supplemented by EU secondary legislation, includingCommission Delegated Regulation (EU) No. 625/2014 (the CRR Delegated Regulation),impose restrictions on the ability of credit institutions or investment firms regulated in theEuropean Economic Area (EEA) and their consolidated entities (Institutions) to invest inasset-backed securities issued as part of a securitization. Article 405 of the CRR allowsInstitutions to invest in asset-backed securities only if the sponsor, originator or original lenderhas disclosed to investors that it will retain, on an ongoing basis, a material net economicinterest of not less than 5% in the securitization transaction. Prior to investing in asecuritization position, and on an ongoing basis thereafter, an Institution must also have acomprehensive and thorough understanding of the securitization transaction and its structuralfeatures by satisfying the due diligence requirements and ongoing monitoring obligations ofArticle 406 of the CRR. Similar requirements (i) are in effect with respect to EEA-regulatedalternative investment fund managers under Article 17 of the EU’s Alternative InvestmentFund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative InvestmentFund Managers Regulation ((EU) No. 231/2013) (the AIFM Regulation) and (ii) are in effectwith respect to EEA-regulated insurers and reinsurers under Articles 254-257 of CommissionDelegated Regulation (EU) No. 2015/35 (the Solvency II Regulation), which supplementsArticle 135(2) of Directive 2009/138/EC of the European Parliament and Council on thetaking up and pursuit of the business of insurance and reinsurance (together with the CRR, andin each case as in effect on the date of the issuance of the Class 2018-A6) notes, the “EURetention Rules”).

    With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation andArticle 254(2) of the Solvency II Regulation, while and to the extent that the EU Retention

  • Rules remain in the form effective on the date of the issuance of the Class A 2018-A6 notes,(i) Citibank, as “originator” for the purposes of the EU Retention Rules, currently retains, andon an ongoing basis will retain, a material net economic interest that is not less than 5% of thenominal value of the securitized exposures, in the form of an originator’s interest as providedin option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation andArticle 254(2) of the Solvency II Regulation, by holding all or part of the transferor interest;(ii) this form of retention will not change while the Class 2018-A6 notes are outstanding,except, where applicable, in accordance with that Article 405(1) (as supplemented byArticle 10 of the CRR Delegated Regulation), that Article 51(1) and that Article 254; (iii) theretained interest will not be subject to any credit risk mitigation, any short position or anyother hedge and will not be sold, except to the extent permitted in accordance with Article405(1) of the CRR (as supplemented by Article 12 of the CRR Delegated Regulation),Article 51(1) of the AIFM Regulation and Article 254 of the Solvency II Regulation; and(iv) the transferor will provide ongoing confirmation of its continued compliance with itsobligations in clauses (i) and (iii) in this paragraph in or concurrently with the delivery of eachmonthly report to certificateholders.

    Citibank is not directly subject to the EU Retention Rules in connection with the issuanceof the Class 2018-A6 notes and does not undertake to take any further action to comply (or toenable affected investors to comply) with either the EU Retention Rules or any future EUlaws, regulations, rules or orders that amend, supplement or replace the EU Retention Rulesthat may be implemented after the expected issuance date of the Class 2018-A6 notes (the“Future EU Retention Rules”). Citibank does not undertake to deliver any information beyondthat contained in the monthly reports to certificateholders. Accordingly, none of Citibank, themaster trust, the issuance trust, the master trust trustee, the indenture trustee, the issuance trusttrustee, any underwriter, or any affiliate of the foregoing makes any representation or givesany assurance that the matters set forth in the previous paragraph and the information given inthis prospectus or pursuant to the transaction documents are or will be sufficient forcompliance by affected investors with the requirements and criteria set out in the EURetention Rules or any Future EU Retention Rules. Failure by affected investors to complywith one or more of the requirements set out in the EU Retention Rules or Future EURetention Rules may result in the imposition of a penalty regulatory capital charge throughadditional risk weights levied in respect of the offered notes acquired by applicablenoteholders that are subject to the EU Retention Rules or any Future EU Retention Rules, orin the imposition of other regulatory sanctions. Prospective noteholders are responsible foranalyzing their own regulatory position and are advised to consult with their own advisorsregarding the suitability of the Class 2018-A6 notes for investment and compliance with theapplicable EU Retention Rules or Future EU Retention Rules. See “Risk Factors—EuropeanUnion regulatory requirements for investments in securitization may adversely affect certaininvestors and the price and liquidity of your notes in the secondary market” in this prospectus.

    Certain Volcker Rule Considerations

    The issuance trust is not now, and immediately following the issuance of theseClass 2018-A6 notes and the application of the proceeds thereof will not be, a “covered fund”

  • for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of1956, as amended, commonly known as the “Volcker Rule.”

    In reaching this conclusion, the issuance trust has relied primarily on the determinationsthat:

    ‰ the issuance trust may rely on the exclusion from the definition of “investmentcompany” set forth in Rule 3a-7 under the Investment Company Act of 1940, andaccordingly,

    ‰ the issuance trust may rely on the exclusion from the definition of a “covered fund”under the Volcker Rule of an issuer that may rely on an exclusion or exemptionfrom the definition of “investment company” under the Investment Company Act of1940 other than the exclusions contained in Sections 3(c)(1) and 3(c)(7) of that Act.

  • Forward-Looking Statements

    This prospectus and the information incorporated by reference in this prospectus includeforward-looking statements within the meaning of the rules and regulations of the Securitiesand Exchange Commission. Generally, forward-looking statements are not based on historicalfacts but instead represent only our beliefs regarding future events. Such statements may beidentified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “mayincrease”, “may fluctuate” and similar expressions, or future or conditional verbs such as“will”, “should”, “would” and “could”. Forward-looking statements are based on our currentexpectations and are subject to uncertainties and changes in circumstances. Actual results maydiffer materially from those included in these statements as a result of certain risks anduncertainties including, but not limited to, changes in business, political and economicconditions, unemployment levels, consumer bankruptcies and inflation; competitive productand pricing pressures; technological change; cybersecurity risks and technological failures; theimpact of current, pending or future legislation and regulation; the costs, effects and outcomesof litigation; changes in fiscal, monetary, regulatory, accounting and tax policies; changes toor discontinuance of “benchmark” rate indices, including LIBOR; as well as other risks anduncertainties including, but not limited to, those described in “Risk Factors” in this prospectus.You should not put undue reliance on any forward-looking statements, which speak only as ofthe date on which they were made. We undertake no obligation to update forward-lookingstatements to reflect subsequent circumstances or events.

  • TABLE OF CONTENTS

    Page

    THE CLASS 2018-A6 NOTES . . . . . . . 1Summary of Terms . . . . . . . . . . . . . . 1

    PROSPECTUS SUMMARY . . . . . . . . . 11Securities Offered . . . . . . . . . . . . . . . 11Issuance Trust . . . . . . . . . . . . . . . . . . 11Master Trust . . . . . . . . . . . . . . . . . . . 11Sponsor and Depositor . . . . . . . . . . . 12Manager of the Issuance Trust . . . . . . 12Servicer . . . . . . . . . . . . . . . . . . . . . . 12Master Trust Trustee and Indenture

    Trustee . . . . . . . . . . . . . . . . . . . . . 13Issuance Trust Trustee . . . . . . . . . . . . 13Asset Representations Reviewer . . . . 13Series of Notes . . . . . . . . . . . . . . . . . 13Interest Payments . . . . . . . . . . . . . . . 14Expected Principal Payment Date and

    Legal Maturity Date . . . . . . . . . . . 14Stated Principal Amount, Outstanding

    Dollar Principal Amount andNominal Liquidation Amount ofNotes . . . . . . . . . . . . . . . . . . . . . . 15

    Subordination of PrincipalPayments . . . . . . . . . . . . . . . . . . . 17

    Sources of Funds to Pay theClass 2018-A6 Notes . . . . . . . . . . 17

    Allocations of Finance ChargeCollections . . . . . . . . . . . . . . . . . . 19

    Allocations of PrincipalCollections . . . . . . . . . . . . . . . . . . 20

    Class C Reserve Account . . . . . . . . . 20Allocations of Charge-Offs . . . . . . . . 21Limited Recourse to the Issuance

    Trust . . . . . . . . . . . . . . . . . . . . . . . 22Security for the Notes . . . . . . . . . . . . 22Redemption and Early Redemption of

    Notes . . . . . . . . . . . . . . . . . . . . . . 22Events of Default . . . . . . . . . . . . . . . 24Event of Default Remedies . . . . . . . . 25

    Page

    Limit on Repayment of All Notes . . . 25Registration, Clearance and

    Settlement . . . . . . . . . . . . . . . . . . . 26ERISA Eligibility . . . . . . . . . . . . . . . 26Tax Status . . . . . . . . . . . . . . . . . . . . . 26Record Date . . . . . . . . . . . . . . . . . . . 26Ratings . . . . . . . . . . . . . . . . . . . . . . . 27

    RISK FACTORS . . . . . . . . . . . . . . . . . . 28THE ISSUANCE TRUST . . . . . . . . . . . 52

    Bankruptcy Matters Relating to theIssuance Trust . . . . . . . . . . . . . . . . 52

    The Owner . . . . . . . . . . . . . . . . . . . . 53The Issuance Trust Trustee . . . . . . . . 53

    USE OF PROCEEDS . . . . . . . . . . . . . . 53THE NOTES . . . . . . . . . . . . . . . . . . . . . 54

    Interest . . . . . . . . . . . . . . . . . . . . . . . 55Principal . . . . . . . . . . . . . . . . . . . . . . 56Stated Principal Amount, Outstanding

    Dollar Principal Amount andNominal Liquidation Amount ofNotes . . . . . . . . . . . . . . . . . . . . . . 57

    Subordination of Principal . . . . . . . . . 61Redemption and Early Redemption of

    Notes . . . . . . . . . . . . . . . . . . . . . . 62Issuances of New Series, Classes and

    Subclasses of Notes . . . . . . . . . . . . 63Required Subordinated Amount . . . . 67Payments on Notes; Paying Agent . . 68Denominations . . . . . . . . . . . . . . . . . 69Record Date . . . . . . . . . . . . . . . . . . . 69Governing Law . . . . . . . . . . . . . . . . . 69Form, Exchange, and Registration

    and Transfer of Notes . . . . . . . . . . 69Book-Entry Notes . . . . . . . . . . . . . . . 70Replacement of Notes . . . . . . . . . . . . 75Acquisition and Cancellation of

    Notes by the Issuance Trust andCitibank . . . . . . . . . . . . . . . . . . . . 75

    -i-

  • Page

    SOURCES OF FUNDS TO PAY THENOTES . . . . . . . . . . . . . . . . . . . . . . . 76The Collateral Certificate . . . . . . . . . 76Derivative Agreements . . . . . . . . . . . 80The Trust Accounts . . . . . . . . . . . . . . 80Limited Recourse to the Issuance

    Trust; Security for the Notes . . . . . 82The Indenture Trustee . . . . . . . . . . . . 82

    DEPOSIT AND APPLICATION OFFUNDS . . . . . . . . . . . . . . . . . . . . . . . 84Allocation of Finance Charge

    Collections to Accounts . . . . . . . . 84Allocation of Principal Collections to

    Accounts . . . . . . . . . . . . . . . . . . . . 85Targeted Deposits of Finance Charge

    Collections to the Interest FundingAccount . . . . . . . . . . . . . . . . . . . . 86

    Payments Received from DerivativeCounterparties for Interest . . . . . . . 89

    Deposit of Principal FundingSubaccount Earnings in InterestFunding Subaccounts; PrincipalFunding Subaccount EarningsShortfall . . . . . . . . . . . . . . . . . . . . 89

    Deposits of Withdrawals from theClass C Reserve Account to theInterest Funding Account . . . . . . . 89

    Allocation to Interest FundingSubaccounts . . . . . . . . . . . . . . . . . 90

    Withdrawals from Interest FundingAccount . . . . . . . . . . . . . . . . . . . . 90

    Targeted Deposits of PrincipalCollections to the PrincipalFunding Account . . . . . . . . . . . . . 91

    Payments Received from DerivativeCounterparties for Principal . . . . . 93

    Deposits of Withdrawals from theClass C Reserve Account to thePrincipal Funding Account . . . . . . 94

    Deposits of Proceeds of the Sale ofCredit Card Receivables . . . . . . . . 94

    Page

    Reallocation of Funds on Deposit inthe Principal FundingSubaccounts . . . . . . . . . . . . . . . . . 94

    Withdrawals from Principal FundingAccount . . . . . . . . . . . . . . . . . . . . 95

    Limit on Reallocations of PrincipalCollections from SubordinatedClasses Taken to Benefit SeniorClasses of the Citiseries . . . . . . . . 97

    Limit on Repayments ofSubordinated Classes of theCitiseries . . . . . . . . . . . . . . . . . . . 99

    Limit on Allocations of PrincipalCollections of All Classes orSubclasses of Notes . . . . . . . . . . . 102

    Targeted Deposits to the Class CReserve Account . . . . . . . . . . . . . 102

    Withdrawals from the Class CReserve Account . . . . . . . . . . . . . 103

    Sale of Credit Card Receivables . . . . 103Final Payment of the Notes . . . . . . . . 106Pro Rata Payments Within a Class or

    Subclass . . . . . . . . . . . . . . . . . . . . 107

    COVENANTS, EVENTS OFDEFAULT AND EARLYREDEMPTION EVENTS . . . . . . . . . 107Issuance Trust Covenants . . . . . . . . . 107Events of Default . . . . . . . . . . . . . . . 107Early Redemption Events . . . . . . . . . 110

    MEETINGS, VOTING ANDAMENDMENTS . . . . . . . . . . . . . . . . 111Meetings . . . . . . . . . . . . . . . . . . . . . 111Voting . . . . . . . . . . . . . . . . . . . . . . . 112Amendments to the Pooling and

    Servicing Agreement . . . . . . . . . . 112Amendments to the Indenture . . . . . . 112Amendments to the Trust

    Agreement . . . . . . . . . . . . . . . . . . 114Tax Opinions for Amendments . . . . . 114Treatment of Noteholders . . . . . . . . . 114

    -ii-

  • Page

    NOTICES AND REPORTS . . . . . . . . . 115Notices . . . . . . . . . . . . . . . . . . . . . . . 115Issuance Trust’s Annual Compliance

    Statement . . . . . . . . . . . . . . . . . . . 115Indenture Trustee’s Annual

    Report . . . . . . . . . . . . . . . . . . . . . 115List of Noteholders . . . . . . . . . . . . . . 116Reports . . . . . . . . . . . . . . . . . . . . . . . 116

    THE SPONSOR . . . . . . . . . . . . . . . . . . 117U.S. Credit Risk Retention; Certain

    Interests in the Master Trust andthe Issuance Trust . . . . . . . . . . . . . 117

    RELATED PARTIES . . . . . . . . . . . . . . 119

    LEGAL PROCEEDINGS . . . . . . . . . . . 119

    THE MASTER TRUST . . . . . . . . . . . . 123Master Trust Assets . . . . . . . . . . . . . 124The Series 2009 Certificate . . . . . . . . 129Bankruptcy Matters Relating to the

    Master Trust . . . . . . . . . . . . . . . . . 131The Servicer . . . . . . . . . . . . . . . . . . . 131The Master Trust Trustee . . . . . . . . . 136The Asset Representations

    Reviewer . . . . . . . . . . . . . . . . . . . 137Master Trust Issuances; Seller’s

    Interest . . . . . . . . . . . . . . . . . . . . . 137Allocation of Collections, Losses and

    Fees . . . . . . . . . . . . . . . . . . . . . . . 138Early Amortization Events . . . . . . . . 139Optional Termination; Final Payment

    of Master Trust InvestorCertificates . . . . . . . . . . . . . . . . . . 140

    REQUIREMENTS FOR SEC SHELFREGISTRATION . . . . . . . . . . . . . . . 140CEO Certification . . . . . . . . . . . . . . . 141Asset Representations Review . . . . . 141Dispute Resolution . . . . . . . . . . . . . . 149Investor Communication . . . . . . . . . 153

    TAX MATTERS . . . . . . . . . . . . . . . . . . 153Tax Characterization of the Notes . . . 154Tax Characterization of the Issuance

    Trust . . . . . . . . . . . . . . . . . . . . . . . 154

    Page

    U.S. and Non-U.S. Noteholders . . 155Tax Consequences to

    U.S. Noteholders . . . . . . . . . . . 155Tax Consequences to

    Non-U.S. Noteholders . . . . . . . 158Foreign Account Tax Compliance

    Act (FATCA) . . . . . . . . . . . . . . 161

    BENEFIT PLAN INVESTORS . . . . 161Prohibited Transactions . . . . . . . . 162Potential Prohibited Transactions

    from Investment in Notes . . . . . 162Investment by Benefit Plan

    Investors . . . . . . . . . . . . . . . . . 164Tax Consequences to Benefit

    Plans . . . . . . . . . . . . . . . . . . . . 165

    UNDERWRITING . . . . . . . . . . . . . . 166

    REVIEW OF DISCLOSUREREGARDING MASTER TRUSTASSETS . . . . . . . . . . . . . . . . . . . . 169

    DEMANDS FOR REPURCHASESOF RECEIVABLES . . . . . . . . . . . 171

    LEGAL MATTERS . . . . . . . . . . . . . 171

    WHERE YOU CAN FINDADDITIONALINFORMATION . . . . . . . . . . . . . . 172

    GLOSSARY OF DEFINEDTERMS . . . . . . . . . . . . . . . . . . . . . 174

    ANNEX I: THE MASTER TRUSTRECEIVABLES ANDACCOUNTS . . . . . . . . . . . . . . . . . AI-1

    ANNEX II: THE U.S. CREDITCARD BUSINESS OFCITIBANK . . . . . . . . . . . . . . . . . . AII-1

    General . . . . . . . . . . . . . . . . . . . . . . . AII-1Acquisition of Accounts and Use of

    Credit Cards . . . . . . . . . . . . . . . . . AII-2Collection of Delinquent

    Accounts . . . . . . . . . . . . . . . . . . . . AII-3

    ANNEX III: DIAGRAM OFALLOCATION OF FINANCECHARGE COLLECTIONS . . . . . AIII-1

    -iii-

  • Page

    ANNEX IV: DIAGRAM OFALLOCATION OF PRINCIPALCOLLECTIONS . . . . . . . . . . . . . AIV-1

    ANNEX V: FEES ANDEXPENSES PAYABLE FROMFINANCE CHARGECOLLECTIONS . . . . . . . . . . . . . AV-1

    ANNEX VI: OUTSTANDINGSERIES, CLASSES ANDSUB-CLASSES OF NOTES . . . . AVI-1

    ANNEX VII: OUTSTANDINGMASTER TRUST SERIES OFINVESTOR CERTIFICATES . . . AVII-1

    -iv-

  • Upon an issuance ofnotes, the invested

    amount of thecollateral certificate

    increases by thenominal liquidation

    amount of the notes(CBNA’s interest in the

    master trust isreduced)

    CBNA continuouslytransfers

    receivables to themaster trust

    (increases CBNA’sinterest in themaster trust)

    Master trust makesprincipal paymentsrelating to CBNA’s

    interest in the mastertrust (reduces CBNA’sinterest in the master

    trust)

    Other master trustcertificates

    Other investors inmaster trust certificates

    Issuance trust issuesnew notes (increasesinvested amount of

    the collateralcertificate by the

    nominal liquidationamount of the notes

    and reducesCBNA’s interest in the

    master trust)

    Other Notes

    CBNA receivespayment for increasein collateral certificate

    Issuance trustmakes

    payments onthe notes(principalpayments

    reduce thenominal

    liquidationamount of thenotes and the

    investedamount of the

    collateralcertificate)

    Investors paypurchase price ofnotes to issuancetrust

    Investors in other notes

    (Issuing Entity in Respectof the Collateral Certificate)

    Indenture(Indenture Trustee: Deutsche Bank Trust Company Americas)

    CITIBANK CREDIT CARD ISSUANCE TRUST(Issuing Entity in Respect of the Notes)

    (Issuance Trust Trustee: BNY Mellon Trust of Delaware)

    This diagram isnot intended todepict all of thematerial terms ofthe notes. Pleaserefer to the textualdescripion of allthe features of thenotes includingthose depictedhere.

    CITIBANK, N.A.(Sponsor and Depositor)

    CITIBANK CREDIT CARD MASTER TRUST I

    (Master Trust Trustee: Deutsche Bank Trust Company Americas)

    Investors in newnotes

    -v-

  • THE CLASS 2018-A6 NOTES

    SUMMARY OF TERMS

    Because this is a summary, it does not contain all the information you may need to makean informed investment decision. You should read the entire prospectus before you purchaseany of these Class 2018-A6 notes.

    Only the Class 2018-A6 notes are being offered through this prospectus. Otherseries, classes and subclasses of Citibank Credit Card Issuance Trust notes, includingother subclasses of notes that are included in the Citiseries as a part of the Class A notesor other notes that are included in the Class 2018-A6 subclass, may be issued by CitibankCredit Card Issuance Trust from time to time without the consent of, or prior notice to,any noteholders.

    There is a glossary beginning on page 174 where you will find the definitions of someterms used in this prospectus.

    Transaction Parties

    Issuing Entity of the Notes . . Citibank Credit Card Issuance Trust (issuing entity)

    Issuing Entity of theCollateral Certificate . . . . . Citibank Credit Card Master Trust I (master trust)

    Sponsor, Servicer, Originatorand Depositor . . . . . . . . . . Citibank, N.A.

    Master Trust Trustee,Indenture Trustee . . . . . . . Deutsche Bank Trust Company Americas

    Issuance Trust Trustee . . . . . BNY Mellon Trust of Delaware

    Asset RepresentationsReviewer . . . . . . . . . . . . . . FTI Consulting, Inc.

    Securities Offered . . . . . . . . . . . . . $1,000,000,000 3.21% Class 2018-A6 Notes of December2022 (legal maturity date December 2024).

    These Class 2018-A6 notes are part of a multiple issuanceseries of notes called the Citiseries. The Citiseries consistsof Class A notes, Class B notes and Class C notes. TheseClass 2018-A6 notes are a subclass of Class A notes of theCitiseries.

    These Class 2018-A6 notes are issued by, and areobligations of, Citibank Credit Card Issuance Trust. The

    -1-

  • issuance trust has issued and expects to issue other classesand subclasses of notes of the Citiseries with differentinterest rates, payment dates, legal maturity dates andother characteristics. The issuance trust may also issueadditional Class 2018-A6 notes in the future. Holders ofthese Class 2018-A6 notes will not receive notice of, orhave the right to consent to, any subsequent issuance ofnotes, including any issuance of additional Class 2018-A6notes. See “The Notes—Issuances of New Series, Classesand Subclasses of Notes” in this prospectus.

    The Citiseries . . . . . . . . . . . . . . . . The Class 2018-A6 notes are a subclass of notes of theCitiseries. The Citiseries is a multiple issuance seriesconsisting of three classes: Class A, Class B and Class C.Each class may consist of multiple subclasses. Notes ofany subclass can be issued on any date so long as there areenough outstanding subordinated notes to provide thenecessary subordination protection for outstanding andnewly issued senior notes. All of the subordinated notes ofthe Citiseries provide subordination protection to thesenior notes of the Citiseries to the extent of the requiredsubordinated amount, regardless of whether thesubordinated notes are issued before, at the same time as,or after the senior notes of that series.

    The expected principal payment dates and legal maturitydates of the senior and subordinated classes of the Citiseriesmay be different, and subordinated notes may have expectedprincipal payment dates and legal maturity dates earlier thansome or all senior notes of the Citiseries. Subordinated noteswill generally not be paid before their legal maturity date,unless, after payment, the remaining subordinated notesprovide the required amount of subordination protection forthe senior notes of the Citiseries.

    As of August 10, 2018, there were 32 subclasses of notesof the Citiseries outstanding, with an aggregateoutstanding dollar principal amount of $30,270,000,000,consisting of:

    Class A notes $25,730,000,000

    Class B notes $1,930,000,000

    Class C notes $2,610,000,000

    -2-

  • As of August 10, 2018, the weighted average interest ratepayable by the issuance trust in respect of the outstandingsubclasses of notes of the Citiseries was 2.33% perannum, consisting of:

    Class A notes 2.30% per annum

    Class B notes 2.38% per annum

    Class C notes 2.67% per annum

    The weighted average interest rate calculation takes intoaccount:

    • the actual rate of interest in effect on floating rate notesat the time of calculation; and

    • all net payments to be made or received underperforming derivative agreements.

    No series of issuance trust notes other than the Citiseriesis currently outstanding.

    See “Annex VI: Outstanding Series, Classes andSubclasses of Notes” in this prospectus for information onthe other outstanding notes of the issuance trust.

    Interest . . . . . . . . . . . . . . . . . . . . . These Class 2018-A6 notes will accrue interest at the rateof 3.21% per annum.

    Interest on these Class 2018-A6 notes will accrue from theissuance date and will be calculated on the basis of a360-day year of twelve 30-day months. The issuance trustwill make interest payments on these Class 2018-A6 notessemiannually on the 7th day of each June and December,beginning December 2018. If an event of default or earlyredemption event occurs with respect to theseClass 2018-A6 notes, or if these Class 2018-A6 notes arenot paid in full on the expected principal payment date,the issuance trust will begin making interest payments onthe 7th day of every month. Interest payments due on aday that is not a business day in New York and SouthDakota will be made on the following business day.

    The payment of accrued interest on a class of notes of theCitiseries from finance charge collections is not senior to

    -3-

  • or subordinated to payment of interest on any other classof notes of the Citiseries.

    Principal . . . . . . . . . . . . . . . . . . . . The issuance trust expects to pay the stated principalamount of these Class 2018-A6 notes in one payment onDecember 7, 2022, which is the expected principal paymentdate, and is obligated to do so if funds are available for thatpurpose. However, if the stated principal amount of theseClass 2018-A6 notes is not paid in full on the expectedprincipal payment date, noteholders will not have anyremedies against the issuance trust until December 9, 2024,the legal maturity date of these Class 2018-A6 notes.

    If the stated principal amount of these Class 2018-A6 notesis not paid in full on the expected principal payment date,then subject to the principal payment rules described belowunder “Subordination,” principal and interest payments onthese Class 2018-A6 notes will be made monthly until theyare paid in full or the legal maturity date occurs, whicheveris earlier. However, if the nominal liquidation amount ofthese Class 2018-A6 notes has been reduced, the amount ofprincipal collections and finance charge collectionsavailable to pay principal of and interest on theseClass 2018-A6 notes will be reduced. The nominalliquidation amount of a class of notes corresponds to theportion of the invested amount of the collateral certificatethat is allocable to support that class of notes.

    The initial nominal liquidation amount of theseClass 2018-A6 notes is $1,000,000,000. If this amount isreduced as a result of charge-offs to the principalreceivables in the master trust, and not reimbursed asdescribed in this prospectus, not all of the principal of theseClass 2018-A6 notes will be repaid. For a more detaileddiscussion of nominal liquidation amount, see “TheNotes—Stated Principal Amount, Outstanding DollarPrincipal Amount and Nominal Liquidation Amount ofNotes” in this prospectus.

    Principal of these Class 2018-A6 notes may be paidearlier than the expected principal payment date if anearly redemption event or an event of default occurs withrespect to these notes. See “Covenants, Events of Default

    -4-

  • and Early Redemption Events—Early RedemptionEvents” and “—Events of Default” in this prospectus.

    If principal payments on these Class 2018-A6 notes aremade earlier or later than the expected principal paymentdate, the monthly principal date for principal paymentswill be the 7th day of each month, or if that day is not abusiness day, the following business day.

    Monthly AccumulationAmount . . . . . . . . . . . . . . . . . . . $83,333,333.33. This amount is one-twelfth of the stated

    principal amount of these Class 2018-A6 notes, and istargeted to be deposited in the principal funding subaccountfor these Class 2018-A6 notes each month beginning withthe twelfth month before the expected principal paymentdate of these Class 2018-A6 notes. This amount will beincreased if the date for beginning the budgeted deposits ispostponed, as described under “Deposit and Application ofFunds—Targeted Deposits of Principal Collections to thePrincipal Funding Account—Budgeted Deposits” in thisprospectus.

    Subordination . . . . . . . . . . . . . . . . No payment of principal will be made on any Class B noteof the Citiseries unless, following the payment, theremaining available subordinated amount of Class B notesof the Citiseries is at least equal to the requiredsubordinated amount for the outstanding Class A notes ofthe Citiseries.

    Similarly, no payment of principal will be made on anyClass C note of the Citiseries unless, following thepayment, the remaining available subordinated amount ofClass C notes of the Citiseries is at least equal to therequired subordinated amounts for the outstandingClass A notes and Class B notes of the Citiseries.However, there are some exceptions to this rule. See “TheNotes—Subordination of Principal” and “Deposit andApplication of Funds—Limit on Repayments ofSubordinated Classes of the Citiseries” in this prospectus.

    The maximum amount of principal of Class B notes of theCitiseries that may be applied to provide subordinationprotection to these Class 2018-A6 notes is $59,829,100

    -5-

  • (5.98291% of the stated principal amount of theseClass 2018-A6 notes). The maximum amount of principalof Class C notes of the Citiseries that may be applied toprovide subordination protection to these Class 2018-A6notes is $79,772,100 (7.97721% of the stated principalamount of these Class 2018-A6 notes). This amount ofprincipal of Class C notes may also be applied to providesubordination protection to the Class B notes of theCitiseries.

    The issuance trust may at any time change the amount ofsubordination required or available for any class of notesof the Citiseries, including these Class 2018-A6 notes, orthe method of computing the amounts of thatsubordination without the consent of any noteholders solong as the issuance trust has received confirmation fromthe rating agencies that have rated any outstanding notesof the Citiseries that the change will not result in therating assigned to any outstanding notes of the Citiseriesto be withdrawn or reduced, and the issuance trust hasreceived the tax opinions described in “The Notes—Required Subordinated Amount” in this prospectus.

    See “Deposit and Application of Funds” in this prospectusfor a description of the subordination protection of theseClass 2018-A6 notes.

    Optional Redemption by theIssuance Trust . . . . . . . . . . . . . . The issuance trust has the right, but not the obligation, to

    redeem these Class 2018-A6 notes in whole but not in parton any day on or after the day on which the aggregatenominal liquidation amount of these Class 2018-A6 notesis reduced to less than 5% of its initial dollar principalamount. This repurchase option is referred to as aclean-up call.

    If the issuance trust elects to redeem these Class 2018-A6notes, it will notify the registered holders of theredemption at least 30 days prior to the redemption date.The redemption price of a note so redeemed will equal100% of the outstanding dollar principal amount of thatnote, plus accrued but unpaid interest on the note to butexcluding the date of redemption.

    -6-

  • If the issuance trust is unable to pay the redemption pricein full on the redemption date, monthly payments on theseClass 2018-A6 notes will thereafter be made, subject tothe principal payment rules described above under“Subordination,” until the outstanding dollar principalamount of these Class 2018-A6 notes, plus all accrued andunpaid interest, is paid in full or the legal maturity dateoccurs, whichever is earlier. Any funds in the principalfunding subaccount and interest funding subaccount forthese Class 2018-A6 notes will be applied to make theprincipal and interest payments on these Class 2018-A6notes on the redemption date.

    Security for the Notes . . . . . . . . . . These Class 2018-A6 notes are secured by a sharedsecurity interest in the collateral certificate and thecollection account, but are entitled to the benefits of onlythat portion of those assets allocated to them under theindenture. These Class 2018-A6 notes are also secured bya security interest in the applicable principal fundingsubaccount and the applicable interest fundingsubaccount. See “Sources of Funds to Pay the Notes—TheCollateral Certificate” and “—The Trust Accounts” in thisprospectus.

    Limited Recourse to the IssuanceTrust . . . . . . . . . . . . . . . . . . . . . The sole source of payment for principal of or interest on

    these Class 2018-A6 notes is provided by:

    ‰ the portion of the principal collections and financecharge collections received by the issuance trust underthe collateral certificate and available to theseClass 2018-A6 notes after giving effect to allallocations and reallocations; and

    ‰ funds in the applicable trust accounts for theseClass 2018-A6 notes.

    Class 2018-A6 noteholders will have no recourse to anyother assets of the issuance trust or any other person orentity for the payment of principal of or interest on theseClass 2018-A6 notes.

    Participation with Other Classesof Notes . . . . . . . . . . . . . . . . . . . Each class of notes of the Citiseries, including these

    Class 2018-A6 notes, will be included in “Group 1.” In

    -7-

  • addition to the Citiseries, the issuance trust may issueother series of notes that are included in Group 1.

    Collections of finance charge receivables allocable to eachclass of notes in Group 1 will be aggregated and shared byeach class of notes in Group 1 pro rata based on theapplicable interest rate of each class. See “Deposit andApplication of Funds—Allocation to Interest FundingSubaccounts” in this prospectus. Under this system, classesof notes in Group 1 with high interest rates take a largerproportion of the collections of finance charge receivablesallocated to Group 1 than classes of notes with low interestrates. Consequently, the issuance of later classes of noteswith high interest rates can have the effect of reducing thefinance charge collections available to pay interest on yournotes, or available to reimburse reductions in the nominalliquidation amount of your notes.

    Master Trust Assets andReceivables . . . . . . . . . . . . . . . . The collateral certificate, which is the issuance trust’s

    primary source of funds for the payment of principal ofand interest on all of the notes issued by the issuance trust,including these 2018-A6 notes, is an investor certificateissued by Citibank Credit Card Master Trust I. Thecollateral certificate represents an undivided interest in theassets of the master trust. The master trust assets includecredit card receivables from selected MasterCard, VISAand American Express revolving credit card accounts thatmeet the eligibility criteria for inclusion in the mastertrust. These eligibility criteria are discussed in thisprospectus under “The Master Trust—Master TrustAssets.”

    The credit card receivables in the master trust consist ofprincipal receivables and finance charge receivables.Principal receivables include amounts charged bycardholders for merchandise and services and amountsadvanced to cardholders as cash advances. Finance chargereceivables include periodic finance charges, annualmembership fees, cash advance fees, late charges andsome other fees billed to cardholders, as well as amountsrepresenting a discount from the face amount of principalreceivables.

    -8-

  • The aggregate amount of credit card receivables in themaster trust as of June 26, 2018, was $40,622,897,951, ofwhich $40,150,034,295 were principal receivables and$472,863,656 were finance charge receivables. Citibankmay from time to time execute substantial lump removalsof credit card receivables in excess of the required seller’sinterest (as determined by the pooling and servicingagreement and the rating agencies). See “The MasterTrust Receivables and Accounts” in Annex I of thisprospectus for more detailed financial information on thereceivables and the accounts.

    In addition:

    ‰ Citibank may at its option designate additional creditcard accounts to the master trust, and the receivablesarising in those accounts will then be transferred dailyto the master trust.

    ‰ If the amount of receivables in the master trust fallsbelow a required minimum amount, Citibank isrequired to designate additional accounts to themaster trust.

    ‰ Citibank may also designate newly originatedaccounts to the master trust. The number of newlyoriginated accounts that may be designated to themaster trust is limited to quarterly and yearlymaximums.

    ‰ Citibank may remove receivables from the mastertrust by ending the designation of the related accountto the master trust.

    All additions and removals of accounts are subject toadditional conditions. See “The Master Trust—MasterTrust Assets” in this prospectus for a fuller description.

    Other Master Trust Series . . . . . . . The collateral certificate is a certificate of beneficialownership issued by the master trust. Pursuant to anamended and restated supplement to the pooling andservicing agreement dated May 1, 2009, as amended andrestated as of August 9, 2011, as further amended as ofJuly 10, 2012, and as further amended as of November 3,2017, the master trust issued a certificate of beneficial

    -9-

  • interest—the Series 2009 certificate—to the seller in orderto provide credit enhancement to the collateral certificateand the notes. The Series 2009 certificate has a fluctuatingprincipal amount which will generally equal 3.84764% ofthe invested amount of the collateral certificate (whichequals the aggregate nominal liquidation amount of all ofthe issuance trust’s notes). For a description of theSeries 2009 certificate, see “The Master Trust—TheSeries 2009 Certificate” in this prospectus.

    In addition to the collateral certificate and the Series 2009certificate, other master trust certificates may be issuedfrom time to time. See “The Master Trust—Allocation ofCollections, Losses and Fees” in this prospectus.

    No master trust certificates other than the collateralcertificate and the Series 2009 certificate are currentlyoutstanding. See “Annex VII: Outstanding Master TrustSeries of Investor Certificates” in this prospectus forinformation on the outstanding certificates of the mastertrust.

    No Listing . . . . . . . . . . . . . . . . . . . The Class 2018-A6 notes will not be listed on any stockexchange.

    Denominations . . . . . . . . . . . . . . . These Class 2018-A6 notes will be issued in minimumdenominations of $100,000 and multiples of $1,000 inexcess of that amount.

    Ratings . . . . . . . . . . . . . . . . . . . . . The issuance trust will issue these Class 2018-A6 notesonly if they are rated “AAA” or its equivalent by at leastone nationally recognized rating agency. See “RiskFactors—If the ratings of the notes are lowered orwithdrawn, or if an unsolicited rating is issued, the marketvalue of the notes could decrease” in this prospectus.Citibank expects at least one nationally recognized ratingagency to monitor these Class 2018-A6 notes as long asthey are outstanding.

    -10-

  • PROSPECTUS SUMMARY

    This summary does not contain all the information you may need to make an informedinvestment decision. You should read this prospectus in its entirety before you purchase anynotes.

    There is a glossary beginning on page 174 where you will find the definitions of someterms used in this prospectus.

    Securities Offered . . . . . . . . . . . . . The issuance trust may periodically offer notes in one ormore series, class or subclasses. The notes will be issuedpursuant to an indenture between the issuance trust andDeutsche Bank Trust Company Americas, as indenturetrustee. References to the “notes” in this summary andelsewhere in this prospectus refer to the notes offered bythis prospectus, unless the context requires otherwise.

    The issuance trust is offering only the Class 2018-A6notes by means of this prospectus. The Class 2018-A6notes are part of a multiple issuance series of notes calledthe Citiseries. As of the date of this prospectus, theCitiseries is the only issued and outstanding series of theissuance trust. The Class 2018-A6 notes are a subclass ofClass A notes of the Citiseries. When issued, theClass 2018-A6 notes will be issued by, and obligations of,Citibank Credit Card Issuance Trust.

    Issuance Trust . . . . . . . . . . . . . . . . Citibank Credit Card Issuance Trust, a Delaware statutorytrust, is the issuing entity in respect of the notes. Theissuance trust’s primary asset is the collateral certificateissued by the master trust. The address of the issuancetrust is Citibank Credit Card Issuance Trust, c/o Citibank,N.A., as managing beneficiary, 701 East 60th Street,North, Mail Code 1251, Sioux Falls, South Dakota 57117.Its telephone number is (605) 331-1567.

    Master Trust . . . . . . . . . . . . . . . . . Citibank Credit Card Master Trust I is the issuing entity inrespect of the collateral certificate, which is the primaryasset of the issuance trust. For a description of thecollateral certificate, see “Sources of Funds to Pay theNotes—The Collateral Certificate.” The master trust’sassets consist primarily of credit card receivables arisingin a portfolio of revolving credit card accounts. For adescription of the master trust, see “The Master Trust.”

    -11-

  • Sponsor and Depositor . . . . . . . . . Citibank, N.A., a national banking association, is thesponsor and depositor of the master trust and the issuancetrust.

    Citibank (South Dakota), National Association andCitibank (Nevada), National Association formed themaster trust and the issuance trust, and transferred thecredit card receivables to the master trust. On October 1,2006, Citibank (Nevada) merged with and into Citibank(South Dakota), with Citibank (South Dakota) as thesurviving entity. On July 1, 2011, Citibank (SouthDakota) merged with and into Citibank, with Citibank asthe surviving entity. References to “Citibank” in thissummary and elsewhere in this prospectus includeCitibank’s predecessors, Citibank (South Dakota) andCitibank (Nevada), unless the context requires otherwise.

    Manager of the Issuance Trust . . . Citibank is the manager of the issuance trust, and isresponsible for making determinations with respect to theissuance trust and allocating funds received by theissuance trust. Citibank does not receive a fee for itsactivities as manager of the issuance trust.

    Servicer . . . . . . . . . . . . . . . . . . . . . Citibank is the servicer of the credit card accounts and themaster trust, and is responsible for servicing, managingand making collections on the credit card receivables inthe master trust, and making determinations with respectto the master trust and allocating funds received by themaster trust. For each series of master trust investorcertificates, the servicer receives monthly compensationequal to 0.37% per annum of the invested amount of theinvestor certificates of that series so long as Citibank or anaffiliate is the servicer, or 0.77% per annum if there is adifferent servicer, plus, the investor certificateholders’portion of finance charge collections that is attributable tointerchange up to a maximum amount equal to 1.50% perannum of the invested amount of the investor certificatesof that series. The servicer’s fee is paid from financecharge collections allocated to each series of master trustcertificates before the finance charge collections areallocated to the collateral certificate or the notes.

    -12-

  • Master Trust Trustee andIndenture Trustee . . . . . . . . . . . Deutsche Bank Trust Company Americas, a New York

    banking corporation, is the trustee of the master trustunder the pooling and servicing agreement and the trusteeunder the indenture for the notes. See “The Master TrustTrustee” and “The Indenture Trustee.”

    Issuance Trust Trustee . . . . . . . . . BNY Mellon Trust of Delaware, a Delaware bankingcorporation, is the trustee of the issuance trust. Under theterms of the trust agreement that established the issuancetrust, the role of the issuance trust trustee is limited. See“The Issuance Trust Trustee.”

    Asset RepresentationsReviewer . . . . . . . . . . . . . . . . . . FTI Consulting, Inc. See “The Master Trust—The Asset

    Representations Reviewer”

    Series of Notes . . . . . . . . . . . . . . . The notes will be issued in series. Each series will beeither a multiple issuance series or a single issuanceseries. These Class 2018-A6 notes are a subclass of theCitiseries Class A notes. The Citiseries is the onlyissuance trust series of notes currently outstanding. TheCitiseries is a multiple issuance series.

    A multiple issuance series such as the Citiseries is a seriesof notes consisting of three classes: Class A, Class B andClass C. Each such class may consist of multiplesubclasses. Notes of any subclass can be issued on anydate so long as there are enough outstanding subordinatednotes to provide the necessary subordination protectionfor outstanding and newly issued senior notes. See “TheNotes—Issuances of New Series, Classes and Subclassesof Notes.” The expected principal payment dates and legalmaturity dates of the senior and subordinated classes of amultiple issuance series may be different, andsubordinated notes may have expected principal paymentdates and legal maturity dates earlier than some or allsenior notes of the same series.

    Subordinated notes will not be paid before their legalmaturity date, unless, after payment, the remainingsubordinated notes provide the required amount ofsubordination protection for the senior notes of that series.

    -13-

  • All of the subordinated notes of a multiple issuance seriesprovide subordination protection to the senior notes ofthat series to the extent of the required subordinatedamount of the senior notes of that series, regardless ofwhether the subordinated notes are issued before, at thesame time as, or after the senior notes of that series.

    While not offered pursuant to this prospectus, the issuancetrust may establish additional multiple issuance seriesother than the Citiseries or one or more single issuanceseries.

    A single issuance series of notes consists of three classes,Class A, Class B and Class C, issued on or about a singledate. The expected principal payment dates and legalmaturity dates of the subordinated classes of a singleissuance series will either be the same as or later thanthose of the senior classes of that series. No new noteswill be issued as part of a single issuance series after theinitial issuance date. The subordinated notes of a singleissuance series provide subordination only to the seniornotes of that series.

    While all series, including the Citiseries, are secured by ashared security interest in the collateral certificate and thecollection account, each subclass of notes, including theClass 2018-A6 notes, is entitled to the benefits of onlythat portion of the assets allocated to it under theindenture and applicable indenture supplement.

    See “Annex VI: Outstanding Series, Classes andSubclasses of Notes” in this prospectus for information onthe other outstanding notes of the issuance trust.

    Interest Payments . . . . . . . . . . . . . These Class 2018-A6 notes will accrue interest at a rateand in the manner described above under “TheClass 2018-A6 Notes—Summary of Terms—Interest.”See also “The Notes—Interest” below.

    Expected Principal Payment Dateand Legal Maturity Date . . . . . . The issuance trust expects to pay the stated principal

    amount of each Class 2018-A6 note in one payment on itsexpected principal payment date. The expected principalpayment date of a note is two years before its legal

    -14-

  • maturity date. The legal maturity date is the date on whicha note is legally required to be fully paid. The expectedprincipal payment date and legal maturity date for theClass 2018-A6 notes are specified on the cover of thisprospectus.

    The issuance trust is obligated to pay the stated principalamount of each Class 2018-A6 note on its expectedprincipal payment date specified on the cover page of thisprospectus, or upon the occurrence of an early redemptionevent or event of default only to the extent that funds areavailable for that purpose and, in the case of subordinatednotes, that payment is permitted by the subordinationprovisions of the senior notes of the same Citiseries. Theremedies a noteholder may exercise following an event ofdefault and acceleration or on the legal maturity date aredescribed in “Covenants, Events of Default and EarlyRedemption Events—Events of Default” and “Depositand Application of Funds—Sale of Credit CardReceivables.”

    Stated Principal Amount,Outstanding Dollar PrincipalAmount and NominalLiquidation Amount ofNotes . . . . . . . . . . . . . . . . . . . . . Each note has a stated principal amount, an outstanding

    dollar principal amount and a nominal liquidation amount.

    ‰ Stated Principal Amount. The stated principalamount of a note, including the Class 2018-A6 notes,is the amount that is stated on the face of the note tobe payable to the holder. It can be, and in the case ofthe Class 2018-A6 notes, is denominated inU.S. dollars. For foreign currency notes not offeredpursuant to this prospectus, it will be denominated ina foreign currency.

    ‰ Outstanding Dollar Principal Amount. ForU.S. dollar notes, including the Class 2018-A6 notes,the outstanding dollar principal amount will be thesame as the stated principal amount, less principalpayments to noteholders. For foreign currency notesnot offered pursuant to this prospectus, theoutstanding dollar principal amount will be the

    -15-

  • U.S. dollar equivalent of the stated principal amountof the notes at the time of issuance, less dollarpayments to derivative counterparties with respect toprincipal.

    ‰ Nominal Liquidation Amount. The nominalliquidation amount of a note, including theClass 2018-A6 notes, is a U.S. dollar amount basedon the outstanding dollar principal amount of thenote, but after deducting

    — all reallocations of principal of that note to payinterest on senior classes of notes of the sameseries, which for the Class 2018-A6 notes is theCitiseries;

    — allocations of that note’s proportionate share ofthe charge-offs of principal receivables in themaster trust;

    — amounts on deposit in the principal fundingsubaccount for that note after giving effect to allreallocations to or from that subaccount;

    and adding back all reimbursements, from excess financecharge collections allocated to that note, of reallocationsof principal collections to pay interest on senior classes ofnotes or charge-offs of principal receivables in the mastertrust. Excess finance charge collections are the financecharge collections that remain after the payment ofinterest and other required payments under the mastertrust and with respect to the notes. For more information,see the definition of “Excess Finance Charge Collections”in the glossary.

    The nominal liquidation amount of a class of notescorresponds to the portion of the invested amount of thecollateral certificate that is allocated to support that classof notes.

    The aggregate nominal liquidation amount of all of thenotes is equal to the invested amount of the collateralcertificate. The invested amount of the collateralcertificate corresponds to the amount of principalreceivables in the master trust that is allocated to supportthe collateral certificate. For a more detailed discussion,

    -16-

  • see “Invested Amount” in the glossary. Anything thatincreases or reduces the invested amount of the collateralcertificate will also increase or reduce the aggregatenominal liquidation amount of the notes.

    See page (v) of this prospectus for a diagram thatillustrates the relationship of the seller’s interest, theinvested amount of the collateral certificate and thenominal liquidation amount of the notes.

    Upon a sale of credit card receivables held by the mastertrust directed by a class of notes following an event ofdefault and acceleration, or on that class’s legal maturitydate, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables,” the nominal liquidationamount of that class will be reduced to zero.

    For a detailed discussion of nominal liquidation amount,see “The Notes—Stated Principal Amount, OutstandingDollar Principal Amount and Nominal LiquidationAmount of Notes.”

    Subordination of PrincipalPayments . . . . . . . . . . . . . . . . . . Principal payments on the Class B notes of the Citiseries

    are subordinated to payments on the Class A notes of theCitiseries (including the Class 2018-A6 notes). Principalpayments on the Class C notes of the Citiseries aresubordinated to payments on the Class A notes of theCitiseries (including the Class 2018-A6 notes) andClass B notes of the Citiseries. See “The Notes—Subordination of Principal” and “Deposit and Applicationof Funds” for a discussion of the extent, manner andlimitations of the subordination of Class B and Class Cnotes.

    Sources of Funds to Pay theClass 2018-A6 Notes . . . . . . . . The issuance trust will have the following sources of

    funds to pay principal and interest on the notes (includingthe Class 2018-A6 notes):

    ‰ The collateral certificate issued by Citibank CreditCard Master Trust I. The collateral certificate is aninvestor certificate issued by the master trustpursuant to an amended and restated series 2000

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  • supplement to the pooling and servicing agreement,dated as of September 26, 2000, as amended andrestated as of August 9, 2011, as further amended byAmendment No. 1, dated as of November 10, 2016.The issuance trust is the holder of the collateralcertificate. The collateral certificate represents anundivided interest in the assets of the master trust.The master trust owns primarily credit cardreceivables arising in selected MasterCard, VISA andAmerican Express revolving credit card accounts.Citibank transfers the credit card receivables to themaster trust in accordance with the terms of apooling and servicing agreement between Citibank,as seller and servicer, and Deutsche Bank TrustCompany Americas, as trustee. Both principalcollections and finance charge collections on thereceivables will, in general, be allocated pro rataamong holders of interests in the master trust—including the collateral certificate—based on theinvestment in credit card receivables of each interestin the master trust. If collections of receivablesallocable to the collateral certificate are less thanexpected, payments of principal of and interest on thenotes could be delayed or remain unpaid.

    ‰ Derivative Agreements. Some classes of notes mayhave the benefit of interest rate or currency swaps,caps or collars with various counterparties. Citibankor any of its affiliates may be counterparties to aderivative agreement. The Class 2018-A6 notes donot have the benefit of an interest rate swap, cap orcollar. The Class 2018-A6 notes do not have thebenefit of a currency swap.

    ‰ The Trust Accounts. The issuance trust hasestablished a collection account for the purpose ofreceiving payments of finance charge collections andprincipal collections from the master trust payableunder the collateral certificate.

    The issuance trust has also established a principal fundingaccount, an interest funding account and a Class C reserveaccount. Each one of those accounts will have

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  • subaccounts for a class or subclass of notes of theCitiseries. With respect to the Class 2018-A6 notes, therewill be a principal funding subaccount and interestfunding subaccount. The issuance trust may also establishsupplemental accounts for any series, class or subclass ofnotes.

    Each month, distributions on the collateral certificate willbe deposited into the collection account. Those depositswill then be reallocated to

    ‰ the principal funding account and then each principalfunding subaccount, including the principal fundingsubaccount for the Class 2018-A6 notes;

    ‰ the interest funding account and then each interestfunding subaccount, including the interest fundingsubaccount for the Class 2018-A6 notes;

    ‰ the Class C reserve account and then each Class Creserve subaccount;

    ‰ any supplemental account;

    ‰ payments under any applicable derivative agreements;and

    ‰ the other purposes as specified in “Deposit andApplication of Funds.”

    Funds on deposit in the principal funding account and theinterest funding account (and their related subaccounts)will be used to make payments of principal of and intereston the notes.

    Allocations of Finance ChargeCollections . . . . . . . . . . . . . . . . Finance charge collections allocable to the collateral

    certificate are applied as follows:

    ‰ first, to pay the fees and expenses of, and otheramounts due to, the indenture trustee;

    ‰ second, to pay interest on notes, including theClass 2018-A6 notes, or to make payments under anyapplicable derivative agreements;

    ‰ third, to reimburse certain reductions in the nominalliquidation amount of notes, if any;

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  • ‰ fourth, to make deposits to the Class C reserveaccount;

    ‰ fifth, to make any other required payment or deposit;and

    ‰ sixth, to the issuance trust.

    See “Deposit and Application of Funds—Allocation ofFinance Charge Collections to Accounts” for a fullerdescription of the application of finance chargecollections, and Annex III to this prospectus for a diagramof the allocation of finance charge collections.

    Allocations of PrincipalCollections . . . . . . . . . . . . . . . . Principal collections allocable to the collateral certificate

    are applied as follows:

    ‰ first, from principal collections that would beallocated to subordinated classes of notes, to pay anyinterest on senior classes of notes including theClass 2018-A6 Notes, that cannot be paid fromfinance charge collections;

    ‰ second, to make targeted deposits to the principalfunding account and then each principal fundingsubaccount, including the principal fundingsubaccount for the Class 2018-A6 notes; and

    ‰ third, to the master trust, to be reinvested in thecollateral certificate.

    See “Deposit and Application of Funds—Allocation ofPrincipal Collections to Accounts” for a fuller descriptionof the application of principal collections, and Annex IVto this prospectus for a diagram of the allocation ofprincipal collections.

    Class C Reserve Account . . . . . . . The Class C reserve account will initially not be funded. Ifthe finance charge collections generated by the mastertrust fall below a level specified in the prospectus relatingto a subclass of the Class C notes, the Class C reserveaccount will be funded as described under “Deposit andApplication of Funds—Targeted Deposits to the Class CReserve Account.”

    Funds on deposit in the Class C reserve account for asubclass of Class C notes will be available to holders of

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  • Class C notes to cover shortfalls of interest payable oninterest payment dates. Funds on deposit in the Class Creserve account for a subclass of Class C notes will alsobe available to holders of Class C notes on any day whenprincipal is payable, but only to the extent that thenominal liquidation amount of the Class C notes plusfunds on deposit in the Class C principal funding accountis less than the outstanding dollar principal amount of theClass C notes.

    Only the holders of Class C notes will have the benefit ofthe Class C reserve account. See “Deposit and Applicationof Funds—Withdrawals from the Class C ReserveAccount.”

    Allocations of Charge-Offs . . . . . . Charge-offs of principal receivables are allocated, first,among each series of notes – the Citiseries in the case ofthe Class 2018-A6 notes – based on the nominalliquidation amount of all notes in the series and, second,within each series based on the nominal liquidationamount of each class of notes in the series. Charge-offs ofprincipal receivables allocated to senior classes of notes(Class A and Class B) will be reallocated, first, to theClass C notes and then (in the case of Class A notes) tothe Class B notes to the extent of the requiredsubordinated amount of the senior class of notes.Charge-offs of principal receivables in excess of therequired subordinated amount of a senior class of noteswill be allocated among those notes based on theirnominal liquidation amount. These allocations will reducethe nominal liquidation amount of those notes. Unless thereduction in the nominal liquidation amount of any classof notes is reimbursed through the reinvestment of ExcessFinance Charge Collections or as otherwise described inthis prospectus, the stated principal amount of those notesmay not be paid in full. See “The Notes—Stated PrincipalAmount, Outstanding Dollar Principal Amount andNominal Liquidation Amount of Notes” and “Deposit andApplication of Funds—Final Payment of Notes.”

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  • Limited Recourse to the IssuanceTrust . . . . . . . . . . . . . . . . . . . . . The sole source of payment for principal of or interest on

    the Class 2018-A6 notes is provided by:

    ‰ the portion of the principal collections and financecharge collections received by the issuance trust underthe collateral certificate and available to theClass 2018-A6 notes after giving effect to allallocations and reallocations; and

    ‰ funds in the applicable trust accounts for theClass 2018-A6 notes.

    Class 2018-A6 noteholders will have no recourse to anyother assets of the issuance trust or any other person orentity for the payment of principal of or interest on theClass 2018-A6 notes.

    A further restriction applies if a class of notes directs themaster trust to sell credit card receivables following anevent of default and acceleration, or on the applicablelegal maturity date, as described in “Deposit andApplication of Funds—Sale of Credit Card Receivables.”In that case, the Class 2018-A6 notes have recourse onlyto the proceeds of that sale and investment earnings onthose proceeds.

    Security for the Notes . . . . . . . . . . The notes of all series, including the Citiseries, aresecured by a shared security interest in the collateralcertificate and the collection account, but each class ofnotes, including the Class 2018-A6 notes, is entitled to thebenefits of only that portion of those assets allocated to itunder the indenture.

    The Class 2018-A6 notes are also secured by

    ‰ a security interest in the applicable principal fundingsubaccount; and

    ‰ the applicable interest funding subaccount.

    Redemption and EarlyRedemption of Notes . . . . . . . . If so determined at the time of issuance, the issuance trust

    or a noteholder may, at its option, redeem the notes of anyclass before its expected principal payment date. Theissuance trust has the right, but not the obligation, toredeem these Class 2018-A6 notes in whole but not in part

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  • on any day on or after the day on which the aggregatenominal liquidation amount of these Class 2018-A6 notesis reduced to less than 5% of its initial dollar principalamount. The Class 2018-A6 notes may not, at the optionof a Class 2018-A6 noteholder, be redeemed before theexpected principal payment date for the Class 2018-A6notes.

    In addition, the issuance trust is required to redeem anynote upon the occurrence of an early redemption eventwith respect to that note, but only to the extent ofavailable funds. Available funds are funds that areavailable to that note after giving effect to all allocationsand reallocations.

    In addition, payment of subordinated notes that providesubordination protection to senior notes is limited asdescribed under “Limit on Repayment of All Notes” inthis summary. It is not an event of default if the issuancetrust fails to redeem a note because it does not havesufficient funds available or because payment of the noteis delayed to provide required subordination protection toa senior class of notes.

    Early redemption events with respect to the Class 2018-A6 notes include the following:

    ‰ the occurrence of the expected principal payment dateof the Class 2018-A6 notes;

    ‰ each of the early amortization events applicable to thecollateral certificate, as described under “The MasterTrust—Early Amortization Events”;

    ‰ mandatory prepayment of the entire collateralcertificate resulting from a breach of a representationor warranty by Citibank under the pooling andservicing agreement;

    ‰ the amount of surplus finance charge collectionsaveraged over three consecutive months being lessthan the required level for the most recent month;

    ‰ the yield on the portfolio of receivables is less thanthe weighted average interest rates for all notes thatshare principal collections with it;

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  • ‰ the issuance trust becomes an “investment company”under the Investment Company Act of 1940; and

    ‰ the occurrence of a PFA Negative Carry Event.

    See “Covenants, Events of Default and Early RedemptionEvents—Early Redemption Events” for a fullerdescription of the early redemption events and theirconsequences to holders of notes.

    Events of Default . . . . . . . . . . . . . The documents that govern the terms and conditions ofthe Class 2018-A6 notes include a list of adverse eventsknown as “events of default.” Some events of defaultresult in an automatic acceleration of the Class 2018-A6notes, and others result in the right of the holders of theClass 2018-A6 notes to demand acceleration after anaffirmative vote by holders of more than 50% of theClass 2018-A6 notes.

    Events of default of the Class 2018-A6 notes include thefollowing:

    ‰ the issuance trust fails to pay interest on anyClass 2018-A6 note within five business days of itsdue date;

    ‰ the issuance trust fails to pay in full principal on anyClass 2018-A6 note on its legal maturity date;

    ‰ the issuance trust defaults on any covenant orbreaches any agreement under the indenture afterapplicable notice and cure periods, and the default orbreach is materially adverse to the Class 2018-A6noteholders; and

    ‰ the occurrence of some events of bankruptcy,insolvency or reorganization of the issuance trust.

    Other series, classes or subclasses of notes can have thesame or different events of default. See “Covenants,Events of Default and Early Redemption Events—Eventsof Default” for a fuller description of the events of defaultand their consequences to holders of notes.

    It is not an event of default if the stated principal amountof the Class 2018-A6 notes is not paid on its expectedprincipal payment date.

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  • Event of Default Remedies . . . . . . After an event of default and acceleration of theClass 2018-A6 notes, funds on deposit in the principalfunding subaccount and the interest funding subaccountfor the Class 2018-A6 notes will be applied to payprincipal of and interest on the Class 2018-A6 notes.Then, in each following month, principal collections andfinance charge collections allocated to the Class 2018-A6notes will be applied to make monthly principal andinterest payments on the Class 2018-A6 notes until theearlier of the date the Class 2018-A6 notes are paid in fulland the legal maturity date of the Class 2018-A6 notes.

    If an event of default of the Class 2018-A6 notes occursand the Class 2018-A6 notes are accelerated, the indenturetrustee may, and at the direction of the majority of theClass 2018-A6 noteholders will, direct the master trust tosell credit card receivables. However, this sale ofreceivables may occur only if the conditions specified in“Covenants, Events of Default and Early RedemptionEvents—Events of Default” are satisfied or on the legalmaturity date of the Class 2018-A6 notes. The proceeds ofa sale of credit card receivables will be deposited directlyto the principal funding subaccount for the acceleratedClass 2018-A6 notes. Upon the sale of the receivables ofthe accelerated Class 2018-A6 notes, the nominalliquidation amount of the Class 2018-A6 notes will bereduced to zero. See “Deposit and Application of Funds—Sale of Credit Card Receivables.”

    Limit on Repayment of AllNotes . . . . . . . . . . . . . . . . . . . . . You may not receive full repayment of your Class 2018-

    A6 notes if:

    ‰ the nominal liquidation amount of your Class 2018-A6 notes has been reduced by charge-offs of principalreceivables in the master trust or as the result ofreallocations of principal collections to pay interest onsenior classes of notes, and those amounts have notbeen reimbursed from Excess Finance ChargeCollections; or

    ‰ receivables are sold after an event of default andacceleration or on the legal maturity date and theproceeds from the sale of receivables are insufficient.

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  • See “Deposit and Application of Funds—TargetedDeposits of Principal Collections to the Principal FundingAccount—Prefunding of the Principal Funding Accountfor Senior Classes,” and “—Sale of Credit CardReceivables.”

    Registration, Clearance andSettlement . . . . . . . . . . . . . . . . . The Class 2018-A6 notes will be registered in the name of

    The Depository Trust Company or its nominee, andpurchasers of the Class 2018-A6 notes will not be entitledto receive a definitive certificate except under limitedcircumstances. Owners of the Class 2018-A6 notes mayelect to hold their notes through The Depository TrustCompany in the United States or through ClearstreamBanking, société anonyme or the Euroclear System inEurope. Transfers will be made in accordance with therules and operating procedures of those clearing systems.See “The Notes—Book-Entry Notes.”

    ERISA Eligibility . . . . . . . . . . . . . The indenture permits benefit plans to purchase notes ofevery class. A fiduciary of a benefit plan should consultits counsel as to whether a purchase of notes by the plan ispermitted by ERISA and the Internal Revenue Code of1986, as amended (Internal Revenue Code).

    Tax Status . . . . . . . . . . . . . . . . . . . In the opinion of Cravath, Swaine & Moore LLP, specialU.S. federal tax counsel to the issuance trust, for UnitedStates federal income tax purposes (1) the Class 2018-A6notes (other than notes held, in certain circumstances, byCitibank or an affiliate of Citibank) will be treated asindebtedness and (2) the issuance trust will not be anassociation or a publicly traded partnership taxable as acorporation. In addition, the Class 2018-A6 noteholderswill agree, by acquiring notes, to treat the notes as debt ofCitibank for federal, state and local income and franchisetax purposes.

    Record Date . . . . . . . . . . . . . . . . . The record date for payment of the Class 2018-A6 noteswill be the last day of the month before the relatedpayment date.

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  • Ratings . . . . . . . . . . . . . . . . . . . . . It is a condition to the issuance of any notes that they arerated no lower than the following rating categories by oneor more nationally recognized rating agencies:

    Note Rating

    Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AAA or its equivalentClass B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A or its equivalentClass C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BBB or its equivalent

    The Class 2018-A6 notes offered pursuant to thisprospectus will have the same rating requirement as theclass of notes of which it is a part.

    The issuance trust may also issue notes not offeredpursuant to this prospectus that do not meet these ratingrequirements so long as the issuance trust obtains(i) confirmation from each rating agency that has ratedany outstanding notes that the new series, class orsubclass of notes to be issued will not cause a reduction,qualification or withdrawal of the ratings of anyoutstanding notes rated by that rating agency and(ii) appropriate tax opinions.

    See “Risk Factors—If the ratings of the notes are loweredor withdrawn, their market value could decrease.”

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  • RISK FACTORS

    The following is a summary of the material risks that apply to an investment in theClass 2018-A6 notes. The remainder of this prospectus provides much more detailedinformation about or related to these risks. You should consider the following risk factors indeciding whether to purchase the notes.

    There is a glossary beginning on page 174 where you will find the definitions of someterms used in this prospectus.

    Only some of the assets of the issuance trust are available for payments on any class ofnotes

    The sole source of payment of principal of or interest on a class of notes is provided by:

    • the portion of the principal collections and finance charge collections received by theissuance trust under the collateral certificate and available to that class of notes aftergiving effect to all allocations and reallocations;

    • the applicable trust accounts for that class of notes; and

    • payments received under any applicable derivative agreement for that class of notes.

    As a result, you must rely only on the particular allocated assets as security for your class ofnotes for repayment of the principal of and interest on your notes. You will not have recourseto any other assets of the issuance trust or any other person for payment of your notes. See“Sources of Funds to Pay the Notes.”

    A further restriction applies if a class of notes directs the master trust to sell credit cardreceivables following an event of default and acceleration, or on the applicable legal maturitydate, as described in “Deposit and Application of Funds—Sale of Credit Card Receivables.”In that case, that class of notes has recourse only to the proceeds of that sale and investmentearnings on those proceeds.

    Cardholder payment patterns, finance charge rates and credit card usage may affect thetiming and amount of payments to you

    The amount of principal collections and finance charge collections available to pay yournotes on any payment date or to make deposits into the funding accounts will depend on manyfactors, including:

    • the rate of repayment of credit card balances by cardholders, which may be earlier orlater than expected;

    • the periodic finance charge rates applicable to the accounts designated to the mastertrust;

    • the extent of credit card usage by cardholders, and the creation of additionalreceivables in the accounts designated to the master trust; and

    • the rate of default by cardholders, which means that receivables may not be paid atall.

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  • Changes in payment patterns, finance charge rates and credit card usage result from avariety of economic, social and legal factors. Economic factors include the rate of inflation,unemployment levels, interest rate environment, economic growth rates, the availability andcost of credit (including mortgages) and real estate values. Social factors include consumerand business confidence levels and the public’s attitude about incurring debt and the stigma ofpersonal bankruptcy. In addition, acts of terrorism or natural disasters in the United States andthe political and/or military response to any such events may have an adverse effect on theamount and timing of payment by cardholders, as well as on general economic conditions,consumer and business confidence and general market liquidity. During periods of economicrecession, high unemployment, increased mortgage foreclosure rates and low consumer andbusiness confidence levels, card usage generally declines and delinquency and loss ratesgenerally increase, resulting in a decrease in the amount of finance charge and principalcollections, and these changes in card usage, delinquency and loss rates and the amount offinance charge and principal collections may be material. During the financial crisis thatbegan in 2007 and the ensuing economic recession, concerns over the availability and cost ofcredit, increased mortgage foreclosure rates, declining real estate values and geopoliticalissues contributed to increased volatility and diminished expectations for the economy and themarkets going forward. These factors, combined with volatile oil prices, declining businessand consumer confidence and increased unemployment, precipitated a recession, whichresulted in declines in card usage and adverse changes in payment patterns, causing increasesin delinquencies and losses in the accounts designated to the master trust. Future changes inconditions in the economy and financial markets could result in declines in card usage,adverse changes in payment patterns and increased delinquencies and losses, which could bematerial. For some of the legal factors, see “—Legal aspects could affect the timing andamount of payments to you” below. Changes in, or termination of, incentive or other awardprograms (including under co-brand arrangements) may also affect cardholders’ actions. Wecannot predict how or when these or other factors will affect repayment patterns or card useand, consequently, the timing and amount of payments on your notes.

    Class A and Class B notes of the Citiseries can lose their subordination protection undersome circumstances

    Class B notes and Class C notes of the Citiseries may have expected principal paymentdates and legal maturity dates earlier than some or all of the notes of the senior classes of theCitiseries.

    If notes of a subordinated class of the Citiseries reach their expected principal paymentdate at a time when they are needed to provide subordination protection to the senior classesof the Citiseries, and the issuance trust is unable to issue additional notes of that subordinatedclass, prefunding of the senior classes of the Citiseries will begin. The principal fundingsubaccounts for the senior classes will be prefunded with monthly collections of principalreceivables in the master trust allocable to the Citiseries in an amount necessary to maintainthe required subordination protection for the senior classes, if available. See “Deposit andApplication of Funds—Targeted Deposits of Principal Collections to the Principal FundingAccount.”

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  • There will be a two-year period between the expected principal payment date and thelegal maturity date of the subordinated notes to prefund the principal funding subaccounts forthe senior classes of the Citiseries. The subordinated notes will be paid on their legal maturitydate, to the extent that funds are available from the applicable Class C reserve subaccount orfrom proceeds of the sale of receivables or otherwise, whether or not the senior classes ofnotes of the Citiseries have been fully prefunded.

    If the rate of repayment of principal receivables in the master trust were to decline to lessthan an average of 4-1/2% per month during this two-year prefunding period, then theprincipal funding subaccounts for the senior classes of notes may not be fully prefundedbefore the legal maturity date of the subordinated notes. In that event and o


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