-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SaE/cvE6jAT4dPQ9JBi45XPha/ToYTahin0FwDJ0K1wZ1QaI27DATDLc44dEgFn3 aeuStY882XvKAduYupmaZA== 0000950130-97-003454.txt : 19970807 0000950130-97-003454.hdr.sgml : 19970807 ACCESSION NUMBER: 0000950130-97-003454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970729 ITEM INFORMATION: Other events FILED AS OF DATE: 19970806 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK SOUTH DAKOTA N A CENTRAL INDEX KEY: 0000839947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17797 FILM NUMBER: 97651907 BUSINESS ADDRESS: STREET 1: 701 E 60TH ST N CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 MAIL ADDRESS: STREET 1: CITIBANK N A LEGAL AFFAIRS OFFICE STREET 2: 425 PARK AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 8-K 1 FORM 8-K 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) 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 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. 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 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 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 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 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 S-6 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 S-7 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. S-8 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 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 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)
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED ------------------------------------- JUNE 30, 1997 1996 1995 1994 ---------------- ----------- ----------- ----------- 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%
- -------- (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)
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) -------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- ------------- 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% ========== ==== ========== ==== ========== ==== ========== ====
- -------- (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 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)
SIX MONTHS YEAR ENDED DECEMBER 31, ENDED ---------------------------------- JUNE 30, 1997 1996 1995 1994 ------------- ---------- ---------- ---------- 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%
- -------- (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 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
YEAR ENDED SIX MONTHS DECEMBER 31, ENDED ------------------- JUNE 30, 1997 1996 1995 1994 ------------- ----- ----- ----- 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%
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
PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING --------------- ---------- ---------- --------------- ----------- 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% ========== ====== =============== ======
(footnotes on following page) A-3 - -------- (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
PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING ------------ ---------- ---------- --------------- ----------- 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% ========== ====== =============== ======
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING -------------- ---------- ---------- --------------- ----------- 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% ========== ====== =============== ======
- -------- (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
PERCENTAGE PERCENTAGE OF TOTAL OF TOTAL NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING --- ---------- ---------- --------------- ----------- 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% ========== ====== =============== ======
A-4 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 -----END PRIVACY-ENHANCED MESSAGE-----