<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 1997
CITIBANK (SOUTH DAKOTA), N.A.
ON BEHALF OF
CITIBANK CREDIT CARD MASTER TRUST I
(Issuer in respect of the Citibank Credit Card Master Trust I
Zero Coupon Class A Credit Card Participation Certificates, Series 1997-6
Zero Coupon Class B Credit Card Participation Certificates, Series 1997-6
(collectively, the "Certificates"))
(Exact name of registrant as specified in charter)
UNITED STATES OF AMERICA 46-0358360
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
33-99328
(Commission File Number)
701 EAST 60TH STREET, NORTH
SIOUX FALLS, SOUTH DAKOTA 57117
(Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code: (605) 331-2626
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit I is the Series Term Sheet dated July 29,
1997, containing structural and collateral information with respect to the
Certificates.
2
<PAGE>
EXHIBIT I
SUBJECT TO REVISION
SERIES TERM SHEET DATED JULY 29, 1997
CITIBANK CREDIT CARD MASTER TRUST I
$ ZERO COUPON CLASS A CREDIT CARD PARTICIPATION CERTIFICATES,
SERIES 1997-6
$ ZERO COUPON CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES
1997-6
CITIBANK (SOUTH DAKOTA), N.A.
SELLER AND SERVICER
CITIBANK (NEVADA), NATIONAL ASSOCIATION
SELLER
---------------
THE INVESTOR CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE CITIBANK
CREDIT CARD MASTER TRUST I (THE "TRUST") ONLY AND DO NOT REPRESENT INTERESTS
IN OR OBLIGATIONS OF CITIBANK (SOUTH DAKOTA), N.A., CITIBANK (NEVADA),
NATIONAL ASSOCIATION OR CITICORP OR ANY AFFILIATE THEREOF. NEITHER THE
INVESTOR CERTIFICATES NOR THE UNDERLYING ACCOUNTS OR RECEIVABLES ARE INSURED
OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THIS SERIES TERM SHEET CONTAINS STRUCTURAL AND COLLATERAL INFORMATION WITH
RESPECT TO THE INVESTOR CERTIFICATES; HOWEVER, THIS SERIES TERM SHEET DOES NOT
CONTAIN COMPLETE INFORMATION WITH RESPECT TO THE OFFERING OF THE INVESTOR
CERTIFICATES. THE INFORMATION HEREIN IS PRELIMINARY AND WILL BE SUPERSEDED BY
THE INFORMATION CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
ADDITIONAL INFORMATION WILL BE CONTAINED IN THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS SERIES TERM SHEET. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS SERIES TERM SHEET SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL. SALES OF THE INVESTOR CERTIFICATES MAY NOT BE CONSUMMATED UNLESS
THE PURCHASER HAS RECEIVED THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
---------------
GOLDMAN, SACHS & CO.
<PAGE>
PRELIMINARY SUMMARY OF SERIES TERMS
This Series Term Sheet will be superseded in its entirety by the information
appearing in the Prospectus Supplement and the Prospectus and the Series 1997-6
Supplement (the "Series Supplement") to the Pooling and Servicing Agreement
dated as of May 29, 1991 among Citibank (South Dakota), N.A. ("Citibank (South
Dakota)"), as Seller and Servicer, Citibank (Nevada), National Association
("Citibank (Nevada)", and together with Citibank (South Dakota), the "Banks" or
the "Sellers"), as Seller, and Yasuda Bank and Trust Company (U.S.A.), as
Trustee (the "Trustee"). Certain capitalized terms appearing below are not
defined herein but will be defined in the Prospectus Supplement and the
Prospectus.
Title of Securities $ Zero Coupon Class A Credit Card
Offered..................... Participation Certificates, Series 1997-6.
$ Zero Coupon Class B Credit Card
Participation Certificates, Series 1997-6.
Class A Certificates
Class A Face Amount ....... $ , which is the expected
Outstanding Principal Amount of the Class A
Certificates on the Class A Expected Final
Payment Date.
Class A Monthly
Accretion Dates........... The Class A Monthly Accretion Amount will be
available for application on the fifteenth
day of each month (or, if such day is not a
business day, the next succeeding business
day), commencing September 15, 1997 (an
"Accretion Date"), but the Class A Accreted
Invested Amount will be increased in respect
of such accretion as of the end of the
immediately preceding Due Period.
Class A Initial Invested $ . Except under certain limited
Amount ..................... circumstances described herein, there will
not be any periodic payments of interest
with respect to the Class A Certificates.
During the period from the Series Issuance
Date until the commencement of the
Accumulation Period, the Class A Accreted
Invested Amount is expected to increase on
each Class A Monthly Accretion Date by the
Class A Monthly Accretion Amount (which will
be determined on the basis of the Class A
Accretion Rate). During the Accumulation
Period, the Class A Monthly Accretion Amount
is expected to be deposited each month into
the Class A Principal Funding Account.
Class A Accretion Rate..... % per annum, calculated on the basis
of a 360-day year of twelve 30-day months.
Expected Class A
Yield to Maturity......... The issue price to investors per $1,000 of
Class A Face Amount will be $
( % of such $1,000 Class A Face
Amount), which represents an expected yield
to maturity for initial investors of %
per annum (computed on a semi-annual bond
equivalent basis)
S-2
<PAGE>
calculated from the Series Issuance Date to
the Class A Expected Final Payment Date.
This expected yield to maturity for initial
investors has been calculated based on
various assumptions, including that
(a) neither an Early Amortization Event nor
an Accretion Termination Event occurs, (b)
the Class A Monthly Accretion Amount is
funded each month prior to the Class A
Expected Final Payment Date such that the
Outstanding Principal Amount of the Class A
Certificates on any Accretion Date is as set
forth in a table to be included in the
Prospectus Supplement under "Supplemental
Series Provisions--Accretion--Expected
Accretion" and (c) the Class A Face Amount
is paid to investors on the Class A Expected
Final Payment Date. No assurances can be
given that such assumptions will prove to be
correct.
Class A Controlled
Amortization Amount.......
An amount equal to one-eleventh of the Class
A Accreted Invested Amount as of the end of
the Revolving Period or, if the Servicer
elects to postpone the commencement of the
Accumulation Period, an amount sufficient so
that the aggregate of the Class A Controlled
Amortization Amounts for each Accretion Date
during the Accumulation Period equals the
Class A Accreted Invested Amount as of the
end of the Revolving Period.
Class A Expected Final
Payment Date..............
The August 2004 Accretion Date.
Class A Investment Fee..... $ .
Class A Enhancement........ On each Accretion Date, the Available Shared
Enhancement Amount will be available to fund
certain amounts with respect to both the
Class A Certificates and the Class B
Certificates. See "Credit Enhancement"
below.
Collections of Principal Receivables and
related amounts (excluding collections of
Finance Charge Receivables other than those
that have been applied to Class B Monthly
Accretion Amounts) otherwise allocable to
the Class B Certificateholders will be
subordinated to the payment of amounts due
with respect to the Class A Certificates and
in order to provide for the Class A Monthly
Accretion Amounts and to maintain the Class
A Certificateholders' interest in the Trust.
No principal will be payable on the Class B
Certificates until the final principal
payment has been made on the Class A
Certificates, except that, on the first
Special Payment Date following an Economic
Early Amortization Event, a portion of the
Available Enhancement Amount will be used to
pay principal of the Class B Certificates.
Initial Available Shared
Enhancement Amount.......
$ .
S-3
<PAGE>
Class A ERISA Class A Certificates may be eligible for
Eligibility................. purchase by Benefit Plans.
Class A Ratings............ It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized rating agency. The
rating of the Class A Certificates addresses
the likelihood of (a) the ultimate payment
of the Outstanding Principal Amount of the
Class A Certificates, which will be less
than the Class A Face Amount if an Early
Amortization Event or an Accretion
Termination Event occurs and (b) the timely
payment of interest on the Class A
Certificates at the Class A Accretion Rate
if an Early Amortization Event or an
Accretion Termination Event occurs. The
rating of the Class A Certificates does not
address the possibility of the occurrence of
an Early Amortization Event or an Accretion
Termination Event or the likelihood that the
Outstanding Principal Amount of the Class A
Certificates will be paid by the Class A
Expected Final Payment Date. The rating of
the Class A Certificates is based primarily
on the value of the Receivables, the extent
of the Available Shared Enhancement Amount,
the circumstances in which funds may be
withdrawn from the Cash Collateral Account
for the benefit of the Investor
Certificateholders and the terms of the
Class B Certificates.
Class B Certificates
Class B Face Amount........ $ , which is the expected
Outstanding Principal Amount of the Class B
Certificates on the Class B Expected Final
Payment Date.
Class B Monthly
Accretion Dates........... The Class B Monthly Accretion Amount will be
available for application on the fifteenth
day of each month (or, if such day is not a
business day, the next succeeding business
day), commencing September 15, 1997, but the
Class B Accreted Invested Amount will be
increased in respect of such accretion as of
the end of the immediately preceding Due
Period.
Class B Initial Invested $ . Except under certain limited
Amount................... circumstances described herein, there will
not be any periodic payments of interest
with respect to the Class B Certificates.
During the period from the Series Issuance
Date until the Class B Expected Final
Payment Date (or earlier under certain
limited circumstances described herein), the
Class B Accreted Invested Amount is expected
to increase on each Class B Monthly
Accretion Date by the Class B Monthly
Accretion Amount (which will be determined
on the basis of the Class B Accretion Rate).
S-4
<PAGE>
Class B Accretion Rate..... % per annum, calculated on the basis
of a 360-day year of twelve 30-day months.
Expected Class B Yield to
Maturity.................
The issue price to investors per $1,000 of
Class B Face Amount will be $
( % of such $1,000 Class B Face
Amount), which represents an expected yield
to maturity for initial investors of %
per annum (computed on a semi-annual bond
equivalent basis) calculated from the Series
Issuance Date to the Class B Expected Final
Payment Date. This expected yield to
maturity for initial investors has been
calculated based on various assumptions,
including that (a) neither an Early
Amortization Event nor an Accretion
Termination Event occurs, (b) the Class B
Monthly Accretion Amount is funded each
month prior to the Class B Expected Final
Payment Date such that the Outstanding
Principal Amount of the Class B Certificates
on any Accretion Date is as set forth in a
table to be included in the Prospectus
Supplement under "Supplemental Series
Provisions--Accretion--Expected Accretion"
and (c) the Class B Face Amount is paid to
investors on the Class B Expected Final
Payment Date. No assurances can be given
that such assumptions will prove to be
correct.
Class B Expected Final
Payment Date..............
The August 2004 Accretion Date.
Class B Enhancement........ On each Accretion Date, the Available Shared
Enhancement Amount (after giving effect to
the application thereof, if necessary, to
fund the Required Amount) will be available
to fund certain amounts with respect to the
Class B Certificates. The Initial Available
Class B Enhancement Amount will be for the
exclusive benefit of the Class B
Certificateholders. See "Credit Enhancement"
below.
Initial Available Shared
Enhancement Amount........
$ .
Initial Available Class B
Enhancement Amount........
$ .
Class B ERISA Class B Certificates are not expected to be
Eligibility................. eligible for purchase by Benefit Plans.
Class B Ratings............ It is a condition to the issuance of the
Class B Certificates that they be rated at
least "A" or its equivalent by at least one
nationally recognized rating agency. The
rating of the Class B Certificates addresses
the likelihood of (a) the ultimate payment
of the Outstanding Principal Amount of the
Class B Certificates, which will be less
than the Class B Face
S-5
<PAGE>
Amount if an Early Amortization Event or an
Accretion Termination Event occurs and (b)
the timely payment of interest on the Class
B Certificates at the Class B Accretion Rate
if an Early Amortization Event or an
Accretion Termination Event occurs. The
rating of the Class B Certificates does not
address the possibility of the occurrence of
an Early Amortization Event or an Accretion
Termination Event or the likelihood that the
Outstanding Principal Amount of the Class B
Certificates will be paid by the Class B
Expected Final Payment Date. The rating of
the Class B Certificates is based primarily
on the value of the Receivables, the extent
of the Available Shared Enhancement Amount
and the Available Class B Enhancement Amount
and the circumstances in which funds may be
withdrawn from the Cash Collateral Account
for the benefit of the Investor
Certificateholders.
Credit Enhancement.......... A cash collateral account (the "Cash
Collateral Account") will be established in
the name of the Trustee, for the benefit of
the Investor Certificateholders. The Cash
Collateral Account will be funded on the
Series Issuance Date in the amount of $
(the "Initial Cash Collateral Amount"). Of
the Initial Cash Collateral Amount, $
(the "Initial Shared Enhancement Amount")
will be for the benefit of both the Class A
Certificates and the Class B Certificates
and the remaining $ of the Initial Cash
Collateral Amount (the "Initial Class B
Enhancement Amount") will be for the
exclusive benefit of the Class B
Certificates. The Initial Shared Enhancement
Amount and Initial Class B Enhancement
Amount are amounts sufficient to provide the
Available Shared Enhancement Amount and
Available Class B Enhancement Amount that
would be required in respect of the entire
Class A Face Amount and Class B Face Amount,
but the Available Shared Enhancement Amount
and Available Class B Enhancement Amount at
any time will be limited to a portion of the
amounts on deposit in the Cash Collateral
Account sufficient to provide the required
amount of enhancement for the then current
Class A Accreted Invested Amount and Class B
Accreted Invested Amount. Except to the
extent of any amounts withdrawn from the
Cash Collateral Account and applied as
described below, (i) the Available Shared
Enhancement Amount at any time will equal
the greater of (a) 11% of the sum of the
Class A Accreted Invested Amount and the
Class B Accreted Invested Amount, minus the
Class B Accreted Invested Amount and (b) 7%
of the sum of the Class A Accreted Invested
Amount and the Class B Accreted Invested
Amount, minus the Available Class B
Enhancement Amount; provided, however, that
the
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<PAGE>
Available Shared Enhancement Amount will
never be greater than $ and (ii) the
Available Class B Enhancement Amount at any
time will equal one-third of the Class B
Accreted Invested Amount; provided, however,
that the Available Class B Enhancement
Amount will never be greater than $ .
On each Accretion Date, the Available Shared
Enhancement Amount will be applied to fund
the following amounts in the following
priority: (a) with respect to the Class A
Certificates, the excess, if any, of the
Required Amount with respect to such
Accretion Date over the amount of Excess
Finance Charge Collections allocated and
available to fund such Required Amount and
(b) with respect to the Class B
Certificates, (i) the excess, if any, of the
product of the Class B Accretion Rate and
the Outstanding Principal Amount of the
Class B Certificates over the actual amount
of funds available to fund the Class B
Monthly Accretion Amount to be added to the
Class B Invested Amount on such Accretion
Date or, following an Early Amortization
Event or an Accretion Termination Event,
applied to interest payments on the Class B
Certificates (plus any other such shortfalls
in accretion to the Class B Invested Amount
or interest payments on the Class B
Certificates on previous Accretion Dates)
and (ii) the excess, if any, of the Class B
Investor Default Amount for such Accretion
Date over the amount of Excess Finance
Charge Collections allocated and available
to fund such Class B Investor Default
Amount.
On the first Special Payment Date following
an Economic Early Amortization Event, the
Available Shared Enhancement Amount (after
giving effect to other withdrawals from the
Cash Collateral Account on such Special
Payment Date) will be applied to pay
principal of the Class A Certificates and
the remainder of the Available Cash
Collateral Amount will be applied to pay
principal of the Class B Certificates.
Following such withdrawals from the Cash
Collateral Account on such Special Payment
Date, the Cash Collateral Account will be
terminated and no further deposits to, or
withdrawals from, the Cash Collateral
Account will be made for the benefit of the
Investor Certificateholders.
On each Payment Date commencing with the
Class B Principal Commencement Date,
provided that an Economic Early Amortization
Event has not occurred, the Available Cash
Collateral Amount (after giving effect to
other withdrawals from the Cash Collateral
Account on such
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<PAGE>
Payment Date) will be applied to pay
principal of the Class B Certificates to the
extent that the unpaid principal amount of
the Class B Certificates exceeds the Class B
Invested Amount.
Early Termination of If (i) at any time, an Early Amortization
Accretion ................. Event occurs or (ii) on any Determination
Date, it is determined that increasing the
Class A Accreted Invested Amount by the
Class A Monthly Accretion Amount (except
during the Accumulation Period, when such
amount is to be deposited in the Class A
Principal Funding Account) and increasing
the Class B Accreted Invested Amount by the
Class B Monthly Accretion Amount on the
following Accretion Date would result in the
total Principal Receivables in the Trust
being less than the Required Minimum
Principal Balance (such a circumstance, an
"Accretion Termination Event"), then neither
the Class A Accreted Invested Amount nor the
Class B Accreted Invested Amount will be
further increased by any Class A Monthly
Accretion Amount or Class B Monthly
Accretion Amount (as applicable) and monthly
interest will become payable on each
Accretion Date thereafter at the Class A
Accretion Rate or the Class B Accretion Rate
(as applicable). AS A RESULT, IN THE EVENT
OF AN EARLY AMORTIZATION EVENT OR AN
ACCRETION TERMINATION EVENT, INVESTOR
CERTIFICATEHOLDERS WILL BE ENTITLED TO
RECEIVE PRINCIPAL PAYMENTS ONLY UP TO THE
THEN OUTSTANDING PRINCIPAL AMOUNT OF THEIR
INVESTOR CERTIFICATES (WHICH WILL BE LESS
THAN THE FACE AMOUNT THEREOF). The
occurrence of an Early Amortization Event
will, but the occurrence of an Accretion
Termination Event will not, cause principal
payments to be made on the Investor
Certificates, to the extent funds are
available therefor, before the Class A
Expected Final Payment Date and Class B
Expected Final Payment Date. Following an
Early Amortization Event, the Revolving
Period or Accumulation Period, as
applicable, will end and the Early
Amortization Period will begin. Following an
Accretion Termination Event (assuming no
Early Amortization Event has also occurred),
the Revolving Period or Accumulation Period,
as applicable, will continue.
Federal Income Taxes ....... The Investor Certificates will be issued with
original issue discount ("OID") for Federal
income tax purposes. Holders of Investor
Certificates that are United States
investors will be required to include OID in
income prior to the receipt of cash
attributable to such income, regardless of
the holder's method of accounting.
Previously Issued Series.... Thirty-four Series of investor certificates
in Group One previously issued by the Trust
are still outstanding.
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<PAGE>
Participation with Other The Investor Certificates are expected to be
Series...................... the thirty-fifth Series issued by the Trust,
outstanding as of the Series Issuance Date,
in a group of Series ("Group One") issued
from time to time by the Trust. Collections
of Finance Charge Receivables allocable to
each Series in Group One will be aggregated
and made available for required payments for
all Series in Group One. Consequently, the
issuance of a new Series in Group One may
have the effect of reducing or increasing
the amount of collections of Finance Charge
Receivables allocable to the Investor
Certificates.
The Receivables............. The aggregate amount of Receivables in the
Accounts included in the Trust as of July 6,
1997 was $35,331,169,719, of which
$34,840,611,467 were Principal Receivables
and $490,558,252 were Finance Charge
Receivables (which amounts include overdue
Principal Receivables and overdue Finance
Charge Receivables).
Series Cut-Off Date......... July , 1997.
Series Issuance Date........ August , 1997.
Revolving Period and
Accumulation Period........
Unless an Early Amortization Event has
occurred, the Revolving Period will end and
the Accumulation Period will commence at the
close of business on the fourth-to-last
business day of July 2003; provided,
however, the Servicer may, based on the
amount of principal available to the
investor certificates of all Series
determined based on the principal payment
rate on the Receivables and the amount of
principal distributable to investor
certificateholders of all outstanding Series
(excluding certain specified Series),
shorten the length of the Accumulation
Period and extend by an equivalent period
the length of the Revolving Period.
Servicing Compensation...... On each Accretion Date, Servicer Interchange
with respect to the related Due Period that
is on deposit in the Collection Account will
be withdrawn from the Collection Account and
paid to the Servicer. In addition, the Class
A Monthly Servicing Fee, the Class B Monthly
Servicing Fee and the Seller Servicing Fee
will be paid on each Distribution Date.
Servicer Interchange Rate... 1.50% per annum.
Net Servicing Fee Rate...... 0.37% per annum so long as Citibank (South
Dakota) or an affiliate of Citibank (South
Dakota) is the Servicer or 0.77% per annum
if Citibank (South Dakota) or an affiliate
of Citibank (South Dakota) is not the
Servicer.
S-9
<PAGE>
Registration, Clearance and
Settlement.................
The Investor Certificates initially will be
registered in the name of Cede, as the
nominee of DTC, and no purchaser of Investor
Certificates will be entitled to receive a
Definitive Certificate except under certain
limited circumstances. Certificateholders
may elect to hold their Investor
Certificates through DTC (in the United
States) or Cedel or Euroclear (in Europe).
Series Termination Date..... The August 2006 Accretion Date.
S-10
<PAGE>
ANNEX A
The information set out below is provided in respect of Citibank Credit Card
Master Trust I.
LOSS AND DELINQUENCY EXPERIENCE
The following tables set forth the loss and delinquency experience with
respect to payments by cardholders for each of the periods shown for the
Accounts. With respect to the Loss Experience table below, loss experience is
shown on a cash basis for Principal Receivables. If accrued Finance Charge
Receivables which have been written off were included in losses in the
following table, Net Losses would be higher as an absolute number and as a
percentage of the average of Principal and Finance Charge Receivables
outstanding during the periods indicated. There can be no assurance that the
loss and delinquency experience for the Receivables in the future will be
similar to the historical experience set forth below with respect to the
Accounts.
LOSS EXPERIENCE FOR THE ACCOUNTS(1)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------
JUNE 30, 1997 1996 1995 1994
---------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Average Principal Receivables
Outstanding(2)...................... $32,519,081 $31,225,337 $25,083,447 $18,066,914
Net Losses(3)........................ $ 1,043,301 $ 1,678,991 $ 956,261 $ 685,118
Net Losses as a Percentage of Average
Principal Receivables
Outstanding(4)...................... 6.47% 5.38% 3.81% 3.79%
</TABLE>
- --------
(1) Losses consist of write-offs of Principal Receivables.
(2) Average Principal Receivables Outstanding is the average of Principal
Receivables outstanding during the periods indicated.
(3) Net losses as a percentage of gross charge-offs for the first six months
of 1997 were 92.62% and for each of the years ended December 31, 1996,
1995 and 1994 were 92.46%, 88.49% and 86.14%, respectively. Gross charge-
offs are charge-offs before recoveries and do not include the amount of
any reductions in Average Principal Receivables Outstanding due to fraud,
returned goods, customer disputes or certain other miscellaneous write-
offs.
(4) The percentage for the six months ended June 30, 1997 is an annualized
number.
DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS(1)(2)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------------------
AS OF JUNE 30, 1997 1996 1995 1994
------------------------ ------------------------ ------------------------ ------------------------
NUMBER OF DAYS DELINQUENT DELINQUENT DELINQUENT DELINQUENT
DELINQUENT AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2)
-------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35-64 days.......... $ 631,761 1.91% $ 714,532 2.25% $ 699,878 2.75% $ 439,224 2.40%
65-94 days.......... 362,657 1.10 394,432 1.25 353,832 1.39 228,335 1.25
95 days or more..... 671,945 2.04 687,988 2.17 558,613 2.20 360,774 1.97
---------- ---- ---------- ---- ---------- ---- ---------- ----
Total.............. $1,666,363 5.05% $1,796,952 5.67% $1,612,323 6.34% $1,028,333 5.62%
========== ==== ========== ==== ========== ==== ========== ====
</TABLE>
- --------
(1) The Delinquent Amount includes both the Principal Receivables and Finance
Charge Receivables.
(2) The percentages are the result of dividing the Delinquent Amount by the
average of Principal and Finance Charge Receivables outstanding during the
periods indicated.
A-1
<PAGE>
REVENUE EXPERIENCE
The revenues for the Accounts from finance charges, fees paid by cardholders
and interchange for the six months ended June 30, 1997 and for each year of
the three-year period ended December 31, 1996 are set forth in the following
table.
The revenue experience in the following table is presented on a cash basis
before deduction for charge-offs. Revenues from finance charges, fees and
interchange will be affected by numerous factors, including the periodic
finance charge on the Receivables, the amount of any annual membership fee,
other fees paid by cardholders, the percentage of cardholders who pay off
their balances in full each month and do not incur periodic finance charges on
purchases, the percentage of Accounts bearing finance charges at promotional
rates and changes in the level of delinquencies on the Receivables.
REVENUE EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------
JUNE 30, 1997 1996 1995 1994
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Finance Charges and Fees
Paid........................ $3,038,488 $5,732,865 $4,545,420 $3,397,756
Average Revenue Yield(1)(2).. 18.84% 18.36% 18.11% 18.81%
</TABLE>
- --------
(1) Average Revenue Yield is the result of dividing Finance Charges and Fees
Paid by Average Principal Receivables Outstanding during the periods
indicated.
(2) The percentage for the six months ended June 30, 1997 is an annualized
number.
The revenues related to periodic finance charges and fees (other than annual
fees) depend in part upon the collective preference of cardholders to use
their credit cards as revolving debt instruments for purchases and cash
advances and to pay off account balances over several months as opposed to
convenience use (where the cardholders prefer instead to pay off their entire
balance each month, thereby avoiding periodic finance charges on purchases)
and upon other services of which the cardholder chooses to avail himself and
which are paid for by the use of the card. Fees for these other services will
be treated for purposes of the Pooling Agreement and the Series Supplement as
Principal Receivables rather than Finance Charge Receivables; however, the
Banks will be permitted to specify that any such fees will be treated as
Finance Charge Receivables. Revenues related to periodic finance charges and
fees also depend on the types of charges and fees assessed on the Accounts.
Accordingly, revenues will be affected by future changes in the types of
charges and fees assessed on the Accounts and in the types of Additional
Accounts the receivables for which are added to the Trust from time to time.
Revenues could be adversely affected by future changes in fees and charges
assessed by Citibank (South Dakota) and other factors.
Citibank (South Dakota) has previously reduced the finance charges and
reduced or eliminated the annual fees applicable to, and modified some other
terms of, certain of the Accounts. These changes have reduced the gross yield
of the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
Monthly payment rates on the Receivables may vary because, among other
things, cardholders may fail to make a required payment, may only make
payments as low as the minimum required payment or may make payments as high
as the entire outstanding balance. Monthly payment rates on the Receivables
may also vary due to seasonal purchasing and payment habits of cardholders.
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Accounts during any month in the periods shown and the
average of the cardholder monthly payment rates for all months during the
periods shown, in each case calculated as a percentage of the total beginning
A-2
<PAGE>
account balances for such month. Monthly payment rates reflected in the table
include amounts which would be deemed payments of Principal Receivables and
Finance Charge Receivables with respect to the Accounts. In addition, the
amount of outstanding Receivables and the rates of payments, delinquencies,
charge-offs and new borrowings on the Accounts depend on a variety of factors
including seasonal variations, the availability of other sources of credit,
general economic conditions, tax laws, consumer spending and borrowing
patterns and the terms of the Accounts (which are subject to change by
Citibank (South Dakota)).
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
<TABLE>
<CAPTION>
YEAR ENDED
SIX MONTHS DECEMBER 31,
ENDED -------------------
JUNE 30, 1997 1996 1995 1994
------------- ----- ----- -----
<S> <C> <C> <C> <C>
Lowest Month................................. 18.05% 17.65% 17.59% 18.21%
Highest Month................................ 21.80% 21.05% 20.92% 21.33%
Average of the Months in the Period.......... 19.62% 19.39% 19.09% 19.69%
</TABLE>
THE RECEIVABLES
The receivables in the Accounts as of July 6, 1997 included $490,558,252 of
Finance Charge Receivables and $34,840,611,467 of Principal Receivables (which
amounts include overdue Finance Charge Receivables and overdue Principal
Receivables). As of July 6, 1997, there were 28,525,134 Accounts. Included
within the Accounts are inactive Accounts that have no balance. The Accounts
had an average Principal Receivable balance of $1,221 and an average credit
limit of $5,007. The average total Receivable balance in the Accounts as a
percentage of the average credit limit with respect to the Accounts was 25%.
Approximately 86% of the Accounts were opened prior to June 1995.
Approximately 13.21%, 11.01%, 6.66% and 5.62% of the Accounts related to
cardholders having billing addresses in California, New York, Texas and
Florida, respectively. Not more than 5% of the Accounts related to cardholders
having billing addresses in any other single state.
The following tables summarize the Accounts by various criteria as of July
6, 1997. References to "Receivables Outstanding" in the following tables
include both Finance Charge Receivables and Principal Receivables. Because the
composition of the Accounts will change in the future, these tables are not
necessarily indicative of the future composition of the Accounts.
COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance(1)........... 238,253 0.84% $ (44,249,790) (0.13)%
No Balance(2)............... 12,730,262 44.62 0 0.00
Less than or equal to
$500.00.................... 3,824,274 13.41 773,517,978 2.20
$500.01 to $1,000.00........ 2,226,585 7.81 1,653,326,107 4.68
$1,000.01 to $2,000.00...... 3,360,583 11.78 4,940,885,194 13.98
$2,000.01 to $3,000.00...... 2,009,392 7.04 4,961,863,797 14.04
$3,000.01 to $4,000.00...... 1,269,500 4.45 4,403,913,369 12.46
$4,000.01 to $5,000.00...... 1,016,892 3.56 4,595,029,292 13.01
$5,000.01 to $6,000.00...... 612,010 2.15 3,345,493,629 9.47
$6,000.01 to $7,000.00...... 393,120 1.38 2,544,712,738 7.20
$7,000.01 to $8,000.00...... 275,952 0.97 2,062,819,498 5.84
$8,000.01 to $9,000.00...... 182,423 0.64 1,546,486,507 4.38
$9,000.01 to $10,000.00..... 137,474 0.48 1,303,885,461 3.69
Over $10,000.00............. 248,414 0.87 3,243,485,939 9.18
---------- ------ --------------- ------
Total..................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
(footnotes on following page)
A-3
<PAGE>
- --------
(1) Credit balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts which currently
have a credit balance are included because Receivables may be generated
with respect thereto in the future.
(2) Accounts which currently have no balance are included because Receivables
may be generated with respect thereto in the future.
COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
------------ ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to
$500.00..................... 1,701,722 5.97% $ 90,507,589 0.27%
$500.01 to $1,000.00......... 1,829,965 6.42 527,235,954 1.49
$1,000.01 to $2,000.00....... 4,696,488 16.45 2,900,034,916 8.21
$2,000.01 to $3,000.00....... 3,503,092 12.28 3,008,037,607 8.51
$3,000.01 to $4,000.00....... 2,395,534 8.40 2,601,273,529 7.36
$4,000.01 to $5,000.00....... 3,342,605 11.72 4,389,238,371 12.42
Over $5,000.00............... 11,055,728 38.76 21,814,841,753 61.74
---------- ------ --------------- ------
Total...................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
-------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Current(1).................... 27,079,535 94.93% $31,646,535,341 89.57%
Up to 34 days delinquent...... 832,418 2.92 2,018,270,966 5.71
35 to 64 days delinquent...... 269,054 0.94 631,761,462 1.79
65 to 94 days delinquent...... 129,111 0.45 362,656,605 1.03
95 to 124 days delinquent..... 87,378 0.31 264,254,378 0.75
125 to 154 days delinquent.... 70,023 0.25 224,662,333 0.64
155 to 184 days delinquent.... 57,615 0.20 183,028,634 0.51
---------- ------ --------------- ------
Total....................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not been received prior
to the next billing date following the issuance of the related bill.
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to 6
months...................... 0 0.00% $ 0 0.00%
Over 6 months to 12 months... 761,630 2.67 1,200,145,554 3.40
Over 12 months to 24 months.. 3,252,649 11.40 4,120,266,624 11.66
Over 24 months to 36 months.. 4,810,917 16.87 5,172,471,801 14.64
Over 36 months to 48 months.. 2,983,364 10.46 3,322,278,590 9.40
Over 48 months............... 16,716,574 58.60 21,516,007,150 60.90
---------- ------ --------------- ------
Total...................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
A-4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.,
as Servicer
(Registrant)
By:\s\ William A. Kauffman
------------------------
William A. Kauffman
Vice President
Dated: August 5, 1997
3
