SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

|X|            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       OR

|_|           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to _______

                          Commission file number 1-5738

                                    Citicorp
             (Exact name of registrant as specified in its charter)

           Delaware                                              06-1515595
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                    399 Park Avenue, New York, New York 10043
               (Address of principal executive offices) (Zip Code)

                                 (800) 285-3000
              (Registrant's telephone number, including area code)

                                   ----------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Because the Registrant is a wholly owned subsidiary of Citigroup Inc., none of
its outstanding voting stock is held by nonaffiliates. As of the date hereof,
1,000 shares of the Registrant's Common Stock, $0.01 par value per share, were
issued and outstanding.

                            REDUCED DISCLOSURE FORMAT

The Registrant meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
<PAGE>

                                    Citicorp

                                TABLE OF CONTENTS

                         Part I - Financial Information

Item 1. Financial Statements:                                          Page No.
                                                                       --------

        Consolidated Statements of Income (Unaudited) -
         Three and Six Months Ended June 30, 2000 and 1999                   24

        Consolidated Balance Sheets -
          June 30, 2000 (Unaudited) and December 31, 1999                    25

        Consolidated Statements of Changes in Stockholder's Equity
          (Unaudited) - Six Months Ended June 30, 2000 and 1999              26

        Consolidated Statements of Cash Flows (Unaudited) -
          Six Months Ended June 30, 2000 and 1999                            27

        Consolidated Balance Sheets of Citibank, N.A. and
          Subsidiaries - June 30, 2000 (Unaudited)
          and December 31, 1999                                              28

        Notes to Consolidated Financial Statements (Unaudited)               29

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                1-23

                                                                          18-20
Item 3. Quantitative and Qualitative Disclosures about Market Risk           33

                           Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K                                     39

Signatures                                                                   40

Exhibit Index                                                                41
<PAGE>

CITICORP AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION
and RESULTS of OPERATIONS

BUSINESS FOCUS

The table below shows the core income (loss) for each of Citicorp's businesses:

<TABLE>
<CAPTION>
                                                                  Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000            1999(1)            2000            1999(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>               <C>
Global Consumer
Citibanking North America                                          $  138            $  102           $  275            $  173
Mortgage Banking                                                       66                52              127               111
North America Cards                                                   308               279              604               557
CitiFinancial                                                         117                78              229               149
                                                               ---------------------------------------------------------------------
     Total North America                                              629               511            1,235               990
                                                               ---------------------------------------------------------------------
Europe, Middle East & Africa                                           92                73              194               141
Asia Pacific                                                          183               108              357               210
Latin America                                                          41                41              111                88
                                                               ---------------------------------------------------------------------
     Total International                                              316               222              662               439
                                                               ---------------------------------------------------------------------
e-Consumer (2)                                                        (46)              (28)            (115)              (51)
Other                                                                 (29)              (23)             (56)              (37)
                                                               ---------------------------------------------------------------------
Total Global Consumer                                                 870               682            1,726             1,341
                                                               ---------------------------------------------------------------------

Global Corporate Bank
Emerging Markets                                                      370               286              762               601
Global Relationship Banking                                           259               147              499               334
                                                               ---------------------------------------------------------------------
Total Global Corporate Bank                                           629               433            1,261               935
                                                               ---------------------------------------------------------------------

Global Investment Management and Private Banking
Citibank Asset Management and Global Retirement Services                8                (4)               9                 4
Global Private Bank                                                    79                71              160               126
                                                               ---------------------------------------------------------------------
Total Global Investment Management and Private Banking                 87                67              169               130
                                                               ---------------------------------------------------------------------

Corporate/Other                                                      (114)              (29)            (280)              (66)
e-Citi (2)                                                            (17)              (11)             (31)              (16)
                                                               ---------------------------------------------------------------------
Total Corporate/Other                                                (131)              (40)            (311)              (82)
                                                               ---------------------------------------------------------------------

Investment Activities                                                 215               141              982               213
                                                               ---------------------------------------------------------------------
Core income                                                         1,670             1,283            3,827             2,537
                                                               ---------------------------------------------------------------------

Restructuring-related items, after-tax (3)                             (3)              (29)             (15)              (79)
                                                               ---------------------------------------------------------------------
Net income                                                         $1,667            $1,254           $3,812            $2,458
---------------------------------------------------------------=====================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Previously shown as part of e-Citi and presented in the Global Consumer
      segment.
(3)   The 2000 second quarter and six months include accelerated depreciation of
      $19 million and $31 million, respectively, new charges of $14 million and
      a $30 million credit for the reversal of prior charges. The 1999 second
      quarter and six months include accelerated depreciation of $29 million and
      $79 million, respectively. See Note 6 of Notes to Consolidated Financial
      Statements.
--------------------------------------------------------------------------------
<PAGE>

INCOME ANALYSIS

The income analysis reconciles amounts shown in the Consolidated Statements of
Income on page 24 to the basis presented in the business segment discussions.

<TABLE>
<CAPTION>
                                                                  Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000              1999             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>             <C>               <C>
Total revenues, net of interest expense                             $7,851            $7,004          $16,551           $13,844
Effect of credit card securitization activity                          469               570              988             1,158
                                                               ---------------------------------------------------------------------
Adjusted revenues, net of interest expense                           8,320             7,574           17,539            15,002
                                                               ---------------------------------------------------------------------
Total operating expenses                                             4,480             4,204            9,072             8,387
Restructuring-related items                                             (4)              (47)             (24)             (126)
                                                               ---------------------------------------------------------------------
Adjusted operating expenses                                          4,476             4,157            9,048             8,261
                                                               ---------------------------------------------------------------------
Operating margin                                                     3,844             3,417            8,491             6,741
                                                               ---------------------------------------------------------------------
Provision for credit losses                                            711               790            1,462             1,519
Effect of credit card securitization activity                          469               570              988             1,158
                                                               ---------------------------------------------------------------------
Adjusted provision for credit losses                                 1,180             1,360            2,450             2,677
                                                               ---------------------------------------------------------------------
Core income before income taxes                                      2,664             2,057            6,041             4,064
Taxes on core income                                                   994               774            2,214             1,527
                                                               ---------------------------------------------------------------------
Core income                                                          1,670             1,283            3,827             2,537
Restructuring-related items, after-tax                                  (3)              (29)             (15)              (79)
                                                               ---------------------------------------------------------------------
Net income                                                          $1,667            $1,254          $ 3,812           $ 2,458
---------------------------------------------------------------=====================================================================
</TABLE>

Results of Operations

Citicorp reported core income of $1.670 billion in the 2000 second quarter, up
$387 million or 30% from $1.283 billion in the 1999 second quarter. Core income
in the second quarters excluded charges of $3 million in 2000 and $29 million in
1999 for after-tax restructuring-related items (see Note 6 of Notes to the
Consolidated Financial Statements). Core income return on common equity was
23.9% compared to 20.0% a year ago. Net income for the 2000 second quarter was
$1.667 billion, up $413 million or 33% from $1.254 billion for the year-ago
quarter. Core income for the 2000 six months of $3.827 billion was up $1.290
billion or 51% from $2.537 billion in the 1999 six months. Core income in the
six months excluded charges of $15 million in 2000 and $79 million in 1999 for
after-tax restructuring-related items. Core income return on common equity for
the six months was 27.9% compared to 20.2% a year ago. Net income for the 2000
six months was $3.812 billion, up $1.354 billion or 55% from $2.458 billion a
year ago.

Core income growth in the 2000 second quarter and six months was led by Global
Corporate Bank, which improved $196 million or 45% in the quarter and $326
million or 35% in the six months, primarily reflecting strong revenue growth.
Global Relationship Banking (GRB) core income grew $112 million or 76% in the
2000 quarter and $165 million or 49% in the 2000 six months, and Emerging
Markets was up $84 million or 29% and $161 million or 27% in the 2000 quarter
and six months, respectively. Global Consumer, which was up $188 million or 28%
and $385 million or 29% in the 2000 quarter and six months, reflected growth in
virtually all businesses. In the 2000 second quarter, North America core income
increased $118 million or 23% from 1999, reflecting the continued strong
performance of CitiFinancial, up $39 million or 50%, Citibanking North America,
up $36 million or 35%, North America Cards, up $29 million or 10%, and Mortgage
Banking, up $14 million or 27%. International businesses core income in the 2000
second quarter grew $94 million or 42% from the 1999 second quarter, marked by
an especially strong performance in Asia Pacific, up $75 million or 69%. Global
Consumer growth in the 2000 six months was led by North America, up $245 million
or 25% from 1999, with Citibanking North America up $102 million or 59%,
CitiFinancial up $80 million or 54%, North America Cards up $47 million or 8%,
and Mortgage Banking, up $16 million or 14%. Also, International businesses were
up $223 million or 51%, with Asia Pacific up $147 million or 70%, Europe, Middle
East, and Africa up $53 million or 38% and Latin America up $23 million or 26%
in the 2000 six-month period. Global Investment Management and Private Banking
core income grew $20 million and $39 million in the 2000 quarter and six months,
both up 30%, primarily reflecting acquisitions in the Global Retirement Services
business and volume-related growth in customer revenue, partially offset by
increased business development expenses. Investment Activities core income was
up $74 million and $769 million from the 1999 second quarter and six months,
primarily reflecting strong venture capital results and higher levels of
securities transactions. The decreases in Corporate/Other included higher
treasury costs and, in the six-month period, a contribution made to the
Citigroup Foundation.

Adjusted revenues, net of interest expense, of $8.3 billion and $17.5 billion in
the 2000 second quarter and six months were up $746 million or 10% and $2.5
billion or 17% from the 1999 periods. Global Corporate Bank revenues of $2.5
billion in the 2000 quarter and $5.0 billion in the 2000 six months were up $405
million or 19% and $593 million or 13% from 1999. GRB improved $231 million or
22% in the 2000 quarter and $324 million or 15% in the 2000 six months,
primarily due to growth in transaction services, equity derivatives and
structured products, and Emerging Markets was up $174 million or 16% in the 2000
second quarter and $269 million or 12% in the 2000 six months, reflecting
broad-based growth in transaction services and structured products. Global
Consumer revenues were up $231 million or 5% in the 2000 quarter to $5.0
billion, and were up $705 million or 8% in the six months to $10.1 billion.
North America revenues grew $147 million or 5% and $392 million or 6% in the
2000 quarter and six months, led by


2
<PAGE>

CitiFinancial, up $78 million or 20% and $179 million or 24%, primarily due to
strong growth in receivables, and Citibanking North America, up $57 million or
11% and $129 million or 13%, reflecting higher customer deposit spreads and
volumes, and higher investment product sales, partially offset by lower loan
revenues. International revenues in the 2000 second quarter and six months were
up $130 million or 8% and $383 million or 12%, respectively, primarily due to
growth in Asia Pacific. Global Investment Management and Private Banking
revenues of $502 million in the quarter and $979 million in the six months were
up $119 million or 31% and $220 million or 29% from the 1999 periods, primarily
from acquisitions and growth in both assets and client business volumes under
management. Revenues in Investment Activities increased $126 million and $1.2
billion from the 1999 second quarter and six months, respectively, primarily
reflecting increases in venture capital results and securities transactions, and
in the 2000 six months, were partially offset by writedowns in the refinancing
portfolio.

Net interest revenue, as shown in the Consolidated Statements of Income, rose to
$3.8 billion in the 2000 second quarter and $7.5 billion in the 2000 six months,
up $165 million or 5% and $292 million or 4%, respectively, from the comparable
1999 periods, reflecting business volume growth in most markets, partially
offset by spread compression. Net interest revenue, adjusted for the effect of
credit card securitization, of $4.6 billion and $9.4 billion in the 2000 quarter
and 2000 six months, was essentially unchanged from the comparable 1999 periods.
Fees and commissions revenues of $2.3 billion in the 2000 quarter and $4.5
billion in the 2000 six months, were up $484 million or 26% and $944 million or
27% from the 1999 periods, primarily as a result of volume-related growth in
assets under fee-based management, higher investment product sales, and
increased card related fees. Aggregate trading and foreign exchange revenues of
$709 million in the 2000 quarter and $1.5 billion in the 2000 six months
increased $203 million or 40% and $202 million or 16%, respectively, reflecting
strong results in GRB in both periods, partially offset by lower results in
Emerging Markets. Securities transactions revenues increased $101 million to
$252 million in the 2000 quarter and $123 million to $297 million in the 2000
six months compared to 1999, reflecting increased gains on investments,
partially offset in the six-month period by writedowns in the refinancing
portfolio. Other revenue of $746 million in the 2000 second quarter, was down
$106 million from the 1999 period, reflecting lower net asset gains and credit
card securitization revenues, but was up $1.1 billion to $2.8 billion in the
2000 six months, primarily reflecting higher venture capital results.

Adjusted operating expenses of $4.5 billion and $9.0 billion for the 2000 second
quarter and six months, which exclude restructuring-related items, were up $319
million or 8% in the 2000 quarter and $787 million or 10% in the 2000 six months
compared to 1999. Global Consumer expenses increased 6% in the 2000 second
quarter and 8% in the 2000 six months, reflecting an increase in sales-related
expenses, higher business volume and expansion initiatives, and charges related
to the termination of certain contracts and initiatives at e-Consumer. Global
Investment Management and Private Banking expenses increased 31% and 26% from
the year-ago quarter and six-month periods, primarily reflecting acquisitions in
the Global Retirement Services business and higher costs associated with the
continued expansion of sales and marketing efforts and investments in
technology. Global Corporate Bank expenses were up 7% in the 2000 quarter and 3%
in the 2000 six months compared to 1999, primarily attributable to increased
business volumes and costs associated with newly acquired businesses, and were
partially offset by lower year 2000 expenses in the GRB. Corporate/Other
expenses were unchanged in the 2000 quarter and increased $172 million in the
2000 six months, primarily reflecting a $108 million pretax expense in the
year-to-date period (which had minimal impact on Citicorp's earnings after
related tax benefits and investment gains) for the contribution of appreciated
venture capital securities to the Citigroup Foundation, and increases in certain
technology and other unallocated corporate costs.

Adjusted provisions for credit losses were $1.2 billion and $2.5 billion in the
2000 second quarter and six months, down $180 million or 13% in the quarter and
$227 million or 8% in the six months from the 1999 periods. Global Consumer
managed net credit losses were $1.064 billion and the related loss ratio was
2.06% in the 2000 second quarter, down from $1.147 billion and 2.30% in the
preceding quarter and $1.201 billion and 2.60% a year ago. The managed consumer
loan delinquency ratio (90 days or more past due) at June 30, 2000 decreased to
1.67% from 1.87% at March 31, 2000 and 2.00% a year ago. Global Corporate Bank
provision for credit losses reflected increases of $20 million in the 2000
second quarter to $131 million and $32 million in the 2000 six months to $255
million from the 1999 periods. The provision for credit losses as shown in the
Consolidated Statements of Income, which excludes credit card securitization
activity, was $711 million in the 2000 quarter, and $1.5 billion in the 2000 six
months, down $79 million and $57 million, respectively, from the 1999 periods.

Total capital (Tier 1 and Tier 2) was $41.5 billion or 11.95% of net
risk-adjusted assets, and Tier 1 capital was $27.9 billion or 8.02% at June 30,
2000, compared to $38.4 billion or 12.00% and $25.8 billion or 8.07%,
respectively, at March 31, 2000.


                                                                               3
<PAGE>

GLOBAL CONSUMER

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>         <C>             <C>               <C>
Total revenues, net of interest expense      $4,515          $4,183             8         $ 9,088         $8,213             11
Effect of credit card securitization
activity                                        469             570           (18)            988          1,158            (15)
                                          -------------------------------               -------------------------------
Adjusted revenues,
  net of interest expense                     4,984           4,753             5          10,076          9,371              8
                                          -------------------------------               -------------------------------
Adjusted operating expenses (2)               2,549           2,406             6           5,154          4,765              8
                                          -------------------------------               -------------------------------
Provision for credit losses                     577             677           (15)          1,182          1,286             (8)
Effect of credit card securitization
activity                                        469             570           (18)            988          1,158            (15)
                                          -------------------------------               -------------------------------
Adjusted provision for credit losses          1,046           1,247           (16)          2,170          2,444            (11)
                                          -------------------------------               -------------------------------
Core income before taxes                      1,389           1,100            26           2,752          2,162             27
Income taxes                                    519             418            24           1,026            821             25
                                          -------------------------------               -------------------------------
Core income                                     870             682            28           1,726          1,341             29
Restructuring-related items, after-tax           10             (18)           NM               6            (56)            NM
                                          -------------------------------               -------------------------------
Net income                                   $  880          $  664            33         $ 1,732         $1,285             35
------------------------------------------==========================================================================================
Average assets (in billions of dollars)        $172            $159             8            $169           $157              8
Return on assets                               2.06%           1.68%                         2.06%          1.65%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets                               2.03%           1.72%                         2.05%          1.72%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Global Consumer -- which provides banking, lending, and investment services,
including credit and charge cards, to customers around the world -- reported
core income of $870 million and $1.726 billion in the 2000 second quarter and
six months, up $188 million or 28% and $385 million or 29% from the 1999
periods, reflecting growth in virtually all businesses. North America core
income increased $118 million or 23% in the 2000 second quarter and $245 million
or 25% in the six months reflecting strong performance across all businesses. In
the International businesses, core income grew $94 million or 42% in the 2000
second quarter and $223 million or 51% in the 2000 six months, marked by strong
performance in Asia Pacific and Europe, Middle East & Africa. In Latin America,
core income was unchanged in the quarter, but was up $23 million or 26% in the
six months. Net income of $880 million and $1.732 billion in the 2000 second
quarter and six months included restructuring-related credits of $10 million
($16 million pretax) and $6 million ($10 million pretax), respectively. Net
income of $664 million and $1.285 billion in the 1999 second quarter and six
months included restructuring-related items of $18 million ($30 million pretax)
and $56 million ($91 million pretax), respectively.

North America

Citibanking North America

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>          <C>            <C>               <C>
Total revenues, net of interest expense        $574            $517            11          $1,152         $1,023             13
Adjusted operating expenses (2)                 335             324             3             674            684             (1)
Provision for credit losses                       7              15           (53)             16             38            (58)
                                          -------------------------------               -------------------------------
Core income before taxes                        232             178            30             462            301             53
Income taxes                                     94              76            24             187            128             46
                                          -------------------------------               -------------------------------
Core income                                     138             102            35             275            173             59
Restructuring-related items, after-tax            8              (5)           NM               8            (19)            NM
                                          -------------------------------               -------------------------------
Net income                                     $146            $ 97            51          $  283         $  154             84
------------------------------------------==========================================================================================
Average assets (in billions of dollars)          $9             $10           (10)             $9            $10            (10)
Return on assets                               6.52%           3.89%                         6.32%          3.11%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets                               6.17%           4.09%                         6.14%          3.49%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Citibanking North America -- which delivers banking, lending, and investment
services to customers through Citibank's branches and electronic delivery
systems -- reported core income of $138 million and $275 million in the 2000
second quarter and six months, up $36 million or 35% and $102 million or 59%
from the 1999 periods, primarily driven by revenue growth. Net income of $146
million and $283 million in the 2000 second quarter and six months included
restructuring-related credits of $8 million ($14 million


4
<PAGE>

pretax) in both periods. Net income of $97 million and $154 million in the 1999
second quarter and six months included restructuring-related charges of $5
million ($9 million pretax) and $19 million ($31 million pretax), respectively.

As shown in the following table, Citibanking grew accounts and customer deposits
from 1999. Loans declined from a year ago as loan repayments exceeded loan
originations.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In billions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>              <C>          <C>            <C>               <C>
Accounts (in millions)                           6.4             6.0            7              6.4            6.0             7
Average customer deposits                      $44.3           $42.2            5            $43.9          $41.9             5
Average loans                                  $ 7.1           $ 7.6           (7)           $ 7.2          $ 7.6            (5)
------------------------------------------==========================================================================================
</TABLE>

Revenues, net of interest expense, of $574 million and $1.152 billion in the
2000 second quarter and six months increased $57 million or 11% and $129 million
or 13% from the 1999 periods reflecting higher customer deposit spreads and
volumes and higher investment product sales, and were partially offset by lower
loan revenues. Investment product fees and commissions increased by 22% and 37%
from the 1999 second quarter and six months. Adjusted operating expenses
increased $11 million or 3% in the quarter and declined $10 million or 1% in the
six months reflecting higher variable compensation due to an increased sales
force and higher investment product sales, partially offset by lower marketing
expenses, and in the six months reflecting reduced fixed costs.

The provision for credit losses declined to $7 million and $16 million in the
2000 second quarter and six months from $15 million and $38 million in the 1999
periods. The net credit loss ratio of 0.86% in the 2000 second quarter declined
from 0.98% in the 2000 first quarter and 1.21% a year ago. Loans delinquent 90
days or more of $33 million or 0.46% of loans at June 30, 2000 continued to
improve from $48 million or 0.67% at March 31, 2000 and $92 million or 1.22% a
year ago. The declines in the provision for credit losses and delinquencies
reflect continued improvement in the portfolio and a decline in loan volumes.

Mortgage Banking

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>             <C>
Total revenues, net of interest expense        $206            $183            13            $410           $352             16
Total operating expenses                        100              89            12             196            155             26
(Benefit) provision for credit losses            (4)              5            NM               1              8            (88)
                                          -------------------------------               -------------------------------
Income before taxes                             110              89            24             213            189             13
Income taxes                                     44              37            19              86             78             10
                                          -------------------------------               -------------------------------
Net income                                     $ 66            $ 52            27            $127           $111             14
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $35             $29            21             $34            $29             17
Return on assets                               0.76%           0.72%                         0.75%          0.77%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
NM    Not meaningful
--------------------------------------------------------------------------------

Mortgage Banking -- which originates and services mortgages and student loans
for customers across North America -- reported net income of $66 million and
$127 million in the 2000 second quarter and six months, up $14 million or 27%
and $16 million or 14% from the 1999 periods, reflecting growth in both the
mortgage and student loan businesses, including the effect of the April 1999
acquisition of the principal operating assets and certain liabilities of Source
One Mortgage Services Corporation (Source One).

As shown in the following table, accounts and loans increased from the 1999
periods reflecting growth in both student loans and mortgages. Accounts reflect
growth in student loans and serviced mortgage accounts. Average loans also
reflect student loan growth and an increase in on-balance sheet mortgages.
Mortgage originations declined as a result of the higher interest rate
environment; however, a larger proportion of the originations are at variable
interest rates which are typically held on-balance sheet rather than
securitized.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In billions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>             <C>             <C>
Accounts (in millions) (1)                       3.9             3.0           30              3.9             3.0           30
Average loans (1)                              $33.1           $27.3           21            $32.0           $27.0           19
Mortgage originations                          $ 4.8           $ 4.9           (2)           $ 8.2           $ 8.7           (6)
------------------------------------------==========================================================================================
</TABLE>

(1)   Includes student loans.
--------------------------------------------------------------------------------

Revenues, net of interest expense, of $206 million and $410 million in the 2000
second quarter and six months grew $23 million or 13% and $58 million or 16%
from the 1999 periods, reflecting higher mortgage servicing revenues, offset by
lower securitization gains. Revenue increases also reflect the effect of Source
One and growth in the student loan portfolio. Operating expenses increased $11
million or 12% and $41 million or 26% from the 1999 periods primarily due to
Source One.


                                                                               5
<PAGE>

The (benefit) provision for credit losses of ($4) million and $1 million in the
2000 second quarter and six months declined from $5 million and $8 million in
the 1999 periods. The net credit loss ratio of 0.05% in the 2000 second quarter
declined from 0.14% in the 2000 first quarter and 0.17% a year ago, reflecting
improvement in the mortgage portfolio. Loans delinquent 90 days or more were
$709 million or 1.98% of loans at June 30, 2000, compared with $719 million or
2.29% at March 31, 2000 and $575 million or 2.09% a year ago. The increase in
delinquent loans from a year ago reflects higher student loan volumes and a
statutory increase in the length of time Citicorp must hold delinquent
government-guaranteed student loans prior to submitting a claim under the
government guarantee.

North America Cards

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>          <C>            <C>               <C>
Total revenues, net of interest expense      $1,500          $1,410             6          $2,979         $2,783              7
Effect of credit card securitization
activity                                        469             570           (18)            988          1,158            (15)
                                          -------------------------------               -------------------------------
Adjusted revenues,
  net of interest expense                     1,969           1,980            (1)          3,967          3,941              1
Adjusted operating expenses (2)                 720             712             1           1,450          1,422              2
Adjusted provision for credit losses (3)        758             825            (8)          1,557          1,636             (5)
                                          -------------------------------               -------------------------------
Core income before taxes                        491             443            11             960            883              9
Income taxes                                    183             164            12             356            326              9
                                          -------------------------------               -------------------------------
Core income                                     308             279            10             604            557              8
Restructuring-related items, after-tax            4               -            NM               4              -             NM
                                          -------------------------------               -------------------------------
Net income                                   $  312          $  279            12          $  608         $  557              9
------------------------------------------==========================================================================================
Average assets (in billions of dollars)
(4)                                             $35             $28            25             $33            $29             14
Return on assets                               3.59%           4.00%                         3.71%          3.87%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets (5)                           3.54%           4.00%                         3.68%          3.87%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
(3)   Adjusted for the effect of credit card securitization.
(4)   Adjusted for the effect of credit card securitization, managed average
      assets were $81 billion and $80 billion in the 2000 second quarter and six
      months, respectively, compared to $75 billion and $74 billion in the 1999
      second quarter and six months, respectively.
(5)   Adjusted for the effect of credit card securitization, the return on
      managed assets, excluding restructuring-related items, was 1.53% and 1.49%
      in the second quarters of 2000 and 1999 and 1.52% for the six months of
      both 2000 and 1999.
NM    Not meaningful
--------------------------------------------------------------------------------

North America Cards -- U.S. bankcards, Canada bankcards, and North America
Diners Club -- reported core income of $308 million and $604 million in the 2000
second quarter and six months, up $29 million or 10% and $47 million or 8% from
the 1999 periods, principally reflecting an increase in the U.S. bankcards
business. Net income of $312 million and $608 million in the 2000 second quarter
and six months included restructuring-related credits of $4 million ($5 million
pretax) in both periods.

Risk adjusted margin is a measure of profitability calculated as adjusted
revenues less managed net credit losses as a percentage of average managed
loans, consistent with the goal of matching the revenues generated by the loan
portfolio with the credit risk undertaken. As shown in the following table, U.S.
bankcards risk adjusted margin of 6.02% and 6.07% in the 2000 second quarter and
six months declined 19 basis points and 26 basis points from the 1999 periods,
respectively, reflecting lower spreads offset by credit improvements and an
increase in non-interest revenues, primarily interchange fees.

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30,        Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In billions of dollars                                               2000              1999             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>              <C>                <C>
Risk adjusted revenues (1)                                          $1.125            $1.076           $2.226             2.147
Risk adjusted margin % (2)                                            6.02%             6.21%            6.07%             6.33%
---------------------------------------------------------------=====================================================================
</TABLE>

(1)   Adjusted revenues less managed net credit losses.
(2)   Risk adjusted revenues as a percentage of average managed loans.
--------------------------------------------------------------------------------

Adjusted revenues, net of interest expense, of $1.969 billion and $3.967 billion
in the 2000 second quarter and six months declined $11 million or 1% from the
1999 second quarter, but increased $26 million or 1% from the 1999 six months as
higher interchange fee revenues from sales volume growth and increased fees from
cardmember enhancement services were offset by lower spreads. Spread compression
in the portfolio principally reflects changes in portfolio mix, including an
increased percentage of the portfolio priced at low introductory rates, and
higher funding costs due to increased interest rates. Spread compression may
continue in 2000 as a result of a higher interest rate environment and continued
competitive pressures. This paragraph contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 18.


6
<PAGE>

As shown in the following table, on a managed basis, the U.S. bankcard portfolio
experienced a 19% growth in sales volume and a 13% growth in receivables in the
2000 second quarter. Account growth of 2% from the 1999 second quarter reflects
new account acquisitions offset by cardmember attrition.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In billions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>              <C>
Accounts (in millions)                          42.1            41.1            2             42.1           41.1             2
Total sales                                    $48.4           $40.8           19            $90.7          $77.6            17
End-of-period managed receivables              $79.1           $70.3           13            $79.1          $70.3            13
------------------------------------------==========================================================================================
</TABLE>

The adjusted provision for credit losses was $758 million and $1.557 billion in
the 2000 second quarter and six months, down from $825 million and $1.636
billion in the 1999 periods. U.S. bankcards managed net credit losses in the
2000 second quarter were $740 million and the related loss ratio was 3.96%, down
from $782 million and 4.35% in the 2000 first quarter and $803 million and 4.63%
in the 1999 second quarter. U.S. bankcards managed loans delinquent 90 days or
more were $922 million or 1.18% of loans at June 30, 2000, compared with $1.058
billion or 1.45% at March 31, 2000 and $954 million or 1.36% at June 30, 1999.
The improvement in the net credit loss ratio from a year ago reflects stable
industry-wide bankruptcy trends and continued credit risk management
initiatives.

CitiFinancial

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>            <C>            <C>             <C>
Total revenues, net of interest expense        $474            $396            20            $936           $757             24
Adjusted operating expenses (2)                 209             174            20             418            335             25
Provision for credit losses                      80              97           (18)            156            184            (15)
                                          -------------------------------               -------------------------------
Core income before taxes                        185             125            48             362            238             52
Income taxes                                     68              47            45             133             89             49
                                          -------------------------------               -------------------------------
Core income                                     117              78            50             229            149             54
Restructuring-related items, after-tax            -               -             -               -             (1)            NM
                                          -------------------------------               -------------------------------
Net income                                     $117            $ 78            50            $229           $148             55
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $19             $15            27             $19            $15             27
Return on assets                               2.48%           2.09%                         2.42%          1.99%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

CitiFinancial -- which provides community based lending services through its
branch network and through cross-selling initiatives with other Citigroup
businesses -- reported core income of $117 million and $229 million in the 2000
second quarter and six months, up $39 million or 50% and $80 million or 54% from
the 1999 periods, reflecting lower credit costs and strong business volume
growth.

As shown in the following table, receivables grew 23% from the 1999 second
quarter due to higher volumes at CitiFinancial branches and cross selling of
products through other Citigroup distribution channels. The average net interest
margin on receivables of 8.16% in the 2000 second quarter and 8.26% in the 2000
six months declined 83 and 66 basis points, respectively, from the 1999 periods
reflecting a continued shift in the portfolio mix toward lower yielding real
estate loans and higher funding costs due to increased interest rates. At June
30, 2000, the portfolio consisted of 59% real estate-secured loans, 34% personal
loans, and 7% sales finance and other compared with 56%, 36%, and 8%,
respectively, at June 30, 1999.

<TABLE>
<CAPTION>
                                           Three Months Ended June 30,                     Six Months Ended June 30,
                                          -------------------------------  Increase/    -------------------------------  Increase/
                                               2000            1999        Decrease         2000            1999         Decrease
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>            <C>            <C>             <C>
End-of-period receivables (in billions) (1)    $16.7           $13.6           23%           $16.7          $13.6            23%
Average net interest margin %                   8.16%           8.99%         (83) bps        8.26%          8.92%          (66) bps
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Excludes $0.6 billion of loans held for sale in the 2000 periods.
--------------------------------------------------------------------------------

Revenues, net of interest expense, of $474 million and $936 million in the 2000
second quarter and six months increased $78 million or 20% and $179 million or
24% from the 1999 periods. Adjusted operating expenses of $209 million and $418
million in the 2000 second quarter and six months grew $35 million or 20% and
$83 million or 25% from the 1999 periods. The increase in both revenues and
expenses principally reflects strong growth in receivables.

The provision for credit losses was $80 million and $156 million in the 2000
second quarter and six months, down from $97 million and $184 million in the
1999 periods. Net credit losses in the 2000 second quarter were $80 million and
the related loss ratio was 1.93%, compared with $76 million and 1.92% in the
2000 first quarter and $70 million and 2.14% a year ago. The 2000 first and


                                                                               7
<PAGE>

second quarters net credit loss ratios included a benefit of approximately 27
basis points in each period, related to changes in the write-off policy for
certain bankrupt accounts. Loans delinquent 90 days or more were $229 million or
1.32% of loans at June 30, 2000, compared with $216 million or 1.33% at March
31, 2000 and $172 million or 1.26% a year ago. The increase in delinquencies
from a year ago reflects the impact of previous acquisitions.

International Consumer

Europe, Middle East & Africa

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>          <C>            <C>               <C>
Total revenues, net of interest expense        $576            $563             2          $1,169         $1,124              4
Adjusted operating expenses (2)                 365             372            (2)            724            748             (3)
Provision for credit losses                      64              74           (14)            135            151            (11)
                                          -------------------------------               -------------------------------
Core income before taxes                        147             117            26             310            225             38
Income taxes                                     55              44            25             116             84             38
                                          -------------------------------               -------------------------------
Core income                                      92              73            26             194            141             38
Restructuring-related items, after-tax            7              (3)           NM               7             (9)            NM
                                          -------------------------------               -------------------------------
Net income                                     $ 99            $ 70            41          $  201         $  132             52
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $21             $22            (5)            $22            $22              -
Return on assets                               1.90%           1.28%                         1.84%          1.21%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets                               1.76%           1.33%                         1.77%          1.29%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Europe, Middle East & Africa (EMEA -- including India and Pakistan) -- which
provides banking, lending, and investment services, including credit and charge
cards, to customers throughout the region -- reported core income of $92 million
and $194 million in the 2000 second quarter and six months, up $19 million or
26% and $53 million or 38% from the 1999 periods, reflecting growth across the
region, particularly in Germany and India. Net income of $99 million and $201
million in the 2000 second quarter and six months included restructuring-related
credits of $7 million ($11 million pretax) in both periods. Net income of $70
million and $132 million in the 1999 second quarter and six months included
restructuring-related charges of $3 million ($5 million pretax) and $9 million
($15 million pretax), respectively.

The net effects of foreign currency translation reduced core income in the 2000
second quarter and six months by approximately $16 million and $27 million from
the 1999 second quarter and six months and reduced revenue growth by
approximately 12% and expense growth by approximately 9% in both the 2000 second
quarter and six months compared to the comparable periods of 1999.

As shown in the following table, EMEA reported 9% account growth from a year ago
primarily reflecting loan growth, particularly credit cards. However, loan and
customer deposit growth was reduced by the effect of foreign currency
translation.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In billions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>              <C>
Accounts (in millions)                          11.7            10.7            9             11.7           10.7             9
Average customer deposits                      $16.1           $17.1           (6)           $16.3          $17.4            (6)
Average loans                                  $16.5           $16.4            1            $16.7          $16.6             1
------------------------------------------==========================================================================================
</TABLE>

Revenues, net of interest expense, of $576 million and $1.169 billion in the
2000 second quarter and six months grew $13 million or 2% and $45 million or 4%
from the 1999 periods, reflecting loan growth, improved deposit spreads, and
higher investment product fees, partially offset by the effect of foreign
currency translation. Adjusted operating expenses of $365 million and $724
million in the 2000 second quarter and six months were down $7 million or 2% and
$24 million or 3% from the 1999 periods as costs associated with higher business
volumes and franchise growth in Central and Eastern Europe were more than offset
by the effect of foreign currency translation.

The provision for credit losses was $64 million and $135 million in the 2000
second quarter and six months, down from $74 million and $151 million in the
1999 periods. Net credit losses in the 2000 second quarter were $65 million and
the related loss ratio was 1.57%, down from $71 million and 1.70% in the 2000
first quarter and $70 million and 1.71% a year ago. Loans delinquent 90 days or
more were $868 million or 5.09% of loans at June 30, 2000, down from $875
million or 5.26% at March 31, 2000 and $899 million or 5.46% a year ago. The
declines in the net credit loss ratio and delinquency ratio reflect the stable
economic conditions across the region.


8
<PAGE>

Asia Pacific

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>          <C>            <C>               <C>
Total revenues, net of interest expense        $691            $543            27          $1,374         $1,060             30
Adjusted operating expenses (2)                 342             281            22             681            547             24
Provision for credit losses                      65              89           (27)            139            177            (21)
                                          -------------------------------               -------------------------------
Core income before taxes                        284             173            64             554            336             65
Income taxes                                    101              65            55             197            126             56
                                          -------------------------------               -------------------------------
Core income                                     183             108            69             357            210             70
Restructuring-related items, after-tax           (1)             (2)          (50)             (4)            (9)           (56)
                                          -------------------------------               -------------------------------
Net income                                     $182            $106            72          $  353         $  201             76
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $33             $30            10             $33            $30             10
Return on assets                               2.22%           1.42%                         2.15%          1.35%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets                               2.23%           1.44%                         2.18%          1.41%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Asia Pacific (including Japan and Australia) -- which provides banking, lending,
and investment services, including credit and charge cards, to customers
throughout the region -- reported core income of $183 million and $357 million
in the 2000 second quarter and six months, up $75 million or 69% and $147
million or 70% from the 1999 periods, reflecting business growth across the
region. Net income of $182 million and $353 million in the 2000 second quarter
and six months included restructuring-related items of $1 million ($2 million
pretax) and $4 million ($6 million pretax), respectively. Net income of $106
million and $201 million in the 1999 second quarter and six months included
restructuring-related items of $2 million ($4 million pretax) and $9 million
($15 million pretax), respectively.

As shown in the following table, Asia Pacific experienced double-digit growth in
accounts, customer deposits, and loans when compared to the 1999 second quarter
and six months, reflecting significant increases in Japan, growth in the Cards
business across the region, and economic stabilization in most countries. The
growth in Japan includes the Diners Club acquisition in the 2000 first quarter
which added approximately $0.5 billion in loans and 0.6 million accounts.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In billions of dollars                          2000           1999          Change           2000          1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>              <C>
Accounts (in millions)                          10.1             8.6           17             10.1            8.6            17
Average customer deposits                      $47.0           $40.6           16            $46.7          $40.3            16
Average loans                                  $25.4           $22.9           11            $25.3          $22.5            12
------------------------------------------==========================================================================================
</TABLE>

Revenues, net of interest expense, of $691 million and $1.374 billion in the
2000 second quarter and six months, increased $148 million or 27% and $314
million or 30% from the 1999 periods, reflecting growth in customer deposits and
loans, higher investment product sales, and improved spreads. Adjusted operating
expenses were up $61 million or 22% and $134 million or 24% from the 1999 second
quarter and six months, reflecting increased variable compensation, including
higher investment product sales commissions, and increased marketing. Revenue
and expense increases also reflect the acquisition of Diners Club Japan.

The provision for credit losses was $65 million and $139 million in the 2000
second quarter and six months, respectively, down from $89 million and $177
million in the 1999 periods. Net credit losses in the 2000 second quarter were
$64 million and the related loss ratio was 1.01%, down from $74 million and
1.19% in the 2000 first quarter and $76 million and 1.33% a year ago. Loans
delinquent 90 days or more were $405 million or 1.56% of loans at June 30, 2000,
down from $443 million or 1.73% at March 31, 2000 and $509 million or 2.17% a
year ago. The declines in the provision, the net credit loss ratio and
delinquencies from a year ago reflect economic stabilization in most countries,
however, net credit losses increased in Taiwan.


                                                                               9
<PAGE>

Latin America

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>            <C>            <C>             <C>
Total revenues, net of interest expense        $466            $497            (6)           $985           $961              2
Adjusted operating expenses (2)                 328             299            10             652            590             11
Provision for credit losses                      76             135           (44)            166            236            (30)
                                          -------------------------------               -------------------------------
Core income before taxes                         62              63            (2)            167            135             24
Income taxes                                     21              22            (5)             56             47             19
                                          -------------------------------               -------------------------------
Core income                                      41              41             -             111             88             26
Restructuring-related items, after-tax          (10)             (8)           25             (11)           (18)           (39)
                                          -------------------------------               -------------------------------
Net income                                     $ 31            $ 33            (6)           $100           $ 70             43
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $12             $15           (20)            $13            $15            (13)
Return on assets                               1.04%           0.88%                         1.55%          0.94%
------------------------------------------==========================================================================================
Excluding restructuring-related items
Return on assets                               1.37%           1.10%                         1.72%          1.18%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Latin America -- which provides banking, lending, and investment services,
including credit and charge cards, to customers throughout the region --
reported core income of $41 million and $111 million in the 2000 second quarter
and six months, unchanged from the 1999 second quarter, but up $23 million or
26% from the 1999 six months, reflecting lower credit costs and an increase in
earnings from Credicard, a 33%-owned Brazilian Card affiliate, and offset by
reduced interest income related to Confia, a Mexican bank acquired in August
1998, and lower business volumes in certain countries. Core income in the 2000
six months also reflects a 2000 first quarter gain related to the sale of an
auto loan portfolio in Puerto Rico. Net income of $31 million and $100 million
in the 2000 second quarter and six months included restructuring-related items
of $10 million ($12 million pretax) and $11 million ($14 million pretax),
respectively. Net income of $33 million and $70 million in the 1999 second
quarter and six months included restructuring-related items of $8 million ($12
million pretax) and $18 million ($28 million pretax), respectively.

The net effects of foreign currency translation reduced core income in the 2000
second quarter and six months by approximately $4 million and $3 million from
the 1999 second quarter and six months and reduced revenues by approximately 3%
and 2%, and expenses by approximately 2% and 1% in the 2000 second quarter and
six months, respectively, compared to 1999.

As shown in the following table, Latin America experienced account growth,
including the effect of recent acquisitions. Average loans declined 10% and 6%
from the 1999 second quarter and six months primarily reflecting the auto loan
portfolio sale in Puerto Rico.

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------
In billions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>            <C>            <C>              <C>
Accounts (in millions)                           8.4             8.0            5              8.4            8.0             5
Average customer deposits                      $13.7           $13.8           (1)           $13.7          $13.3             3
Average loans                                  $ 7.2           $ 8.0          (10)           $ 7.4          $ 7.9            (6)
------------------------------------------==========================================================================================
</TABLE>

Revenues, net of interest expense, of $466 million and $985 million in the 2000
second quarter and six months were down $31 million or 6% from the 1999 second
quarter, but up $24 million or 2% from the 1999 six months. Revenues in both the
2000 quarter and six months reflects increased earnings from Credicard and is
offset by reduced interest revenue from Confia and business volume declines in
certain countries, including the effect of the 2000 first quarter auto portfolio
sale in Puerto Rico. Revenues in the six months include the gain related to the
auto portfolio sale in Puerto Rico. Revenue in the six months include the gain
related to the auto portfolio sale in Puerto Rico. Adjusted operating expenses
grew $29 million or 10% and $62 million or 11% from the 1999 second quarter and
six months reflecting costs associated with new business initiatives and
strategy changes in certain countries. In the 2000 six months, both revenue and
expense increases reflect recent acquisitions.

The provision for credit losses was $76 million and $166 million in the 2000
second quarter and six months, down from $135 million and $236 million in the
1999 periods. Net credit losses in the 2000 second quarter were $76 million and
the related loss ratio was 4.25%, down from $90 million and 4.77% in the 2000
first quarter and $124 million and 6.17% a year ago. Loans delinquent 90 days or
more were $323 million or 4.52% of loans at June 30, 2000 compared with $333
million or 4.58% at March 31, 2000 and $346 million or 4.32% a year ago. The
increase in the delinquency ratio from a year ago primarily reflects the effect
of the 2000 first quarter sale of the auto loan portfolio in Puerto Rico.


10
<PAGE>

e-Consumer (1)

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000            1999          Change          2000           1999          Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>            <C>           <C>             <C>              <C>
Total revenues, net of interest expense        $ 28            $ 23            22           $  59           $ 47             26
Total operating expenses                        103              69            49             244            130             88
                                          -------------------------------               -------------------------------
Loss before tax benefits                        (75)            (46)          (63)           (185)           (83)            NM
Income tax benefits                             (29)            (18)          (61)            (70)           (32)            NM
                                          -------------------------------               -------------------------------
Net loss                                       ($46)           ($28)          (64)          ($115)          ($51)            NM
------------------------------------------==========================================================================================
</TABLE>

(1)   Includes the portion of Internet development directly related to
      Citicorp's consumer businesses, previously shown as a part of e-Citi.
NM    Not meaningful
--------------------------------------------------------------------------------

e-Consumer -- the business responsible for developing and implementing Global
Consumer Internet financial services products and e-commerce solutions --
reported net losses of $46 million and $115 million in the 2000 second quarter
and six months, up from $28 million and $51 million in the 1999 periods,
reflecting continued investment in Internet financial services and charges
related to the termination of certain contracts and other initiatives.

Other Consumer

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>             <C>           <C>            <C>              <C>
Total revenues, net of interest expense        $ -             $51             NM            $24           $106             (77)
Adjusted operating expenses (2)                 47              86            (45)           115            154             (25)
Provision for credit losses                      -               7             NM              -             14              NM
                                          -------------------------------               -------------------------------
Loss before tax benefits                       (47)            (42)           (12)           (91)           (62)            (47)
Income tax benefits                            (18)            (19)             5            (35)           (25)            (40)
                                          -------------------------------               -------------------------------
Loss                                           (29)            (23)           (26)           (56)           (37)            (51)
Restructuring-related items, after-tax           2               -             NM              2              -              NM
                                          -------------------------------               -------------------------------
Net loss                                      ($27)           ($23)           (17)          ($54)         ($ 37)            (46)
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Other Consumer -- which includes certain treasury and insurance operations and
global marketing and other programs -- reported net losses of $27 million and
$54 million in the 2000 second quarter and six months, up from $23 million and
$37 million in the 1999 periods. The increase in the net loss compared to a year
ago reflects lower treasury earnings, offset by reduced staff levels and lower
marketing costs. The increase in the six-months net loss also reflects costs
associated with the termination of certain global distribution initiatives. 1999
second quarter and six months revenue, expense, and provision for credit losses
include the results of the private label cards business that was discontinued in
early 2000.

Consumer Portfolio Review

In the consumer portfolio, credit loss experience is often expressed in terms of
annualized net credit losses as a percentage of average loans. Pricing and
credit policies reflect the loss experience of each particular product. Consumer
loans are generally written off no later than a predetermined number of days
past due on a contractual basis, or earlier in the event of bankruptcy. The
number of days is set at an appropriate level according to loan product and
country.


                                                                              11
<PAGE>

The following table summarizes delinquency and net credit loss experience in
both the managed and on-balance sheet loan portfolios in terms of loans 90 days
or more past due, net credit losses, and as a percentage of related loans.

Consumer Loan Delinquency Amounts, Net Credit Losses, and Ratios

<TABLE>
<CAPTION>
                                      Total                                           Average
                                      Loans       90 Days or More Past Due (1)         Loans           Net Credit Losses (1)
                                   -------------------------------------------------------------------------------------------------
In millions of dollars,             June 30,    June 30,     Mar. 31,    June 30,    2nd Qtr.     2nd Qtr.    1st Qtr.    2nd Qtr.
  except loan amounts in billions     2000        2000         2000        1999        2000         2000        2000        1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>          <C>         <C>         <C>          <C>          <C>
Citibanking North America            $  7.2      $   33      $   48       $   92      $  7.1      $   15       $   17       $  23
Ratio                                              0.46%       0.67%        1.22%                   0.86%        0.98%       1.21%
Mortgage Banking                       35.8         709         719          575        33.1           4           11          11
Ratio                                              1.98%       2.29%        2.09%                   0.05%        0.14%       0.17%
U.S. Bankcards                         78.4         922       1,058          954        75.2         740          782         803
Ratio                                              1.18%       1.45%        1.36%                   3.96%        4.35%       4.63%
Other North America Cards               2.4          31          29           24         2.3          17           16          16
Ratio                                              1.24%       1.21%        1.08%                   3.03%        2.98%       2.99%
CitiFinancial                          17.3         229         216          172        16.7          80           76          70
Ratio                                              1.32%       1.33%        1.26%                   1.93%        1.92%       2.14%
Europe, Middle East & Africa           17.0         868         875          899        16.5          65           71          70
Ratio                                              5.09%       5.26%        5.46%                   1.57%        1.70%       1.71%
Asia Pacific                           26.0         405         443          509        25.4          64           74          76
Ratio                                              1.56%       1.73%        2.17%                   1.01%        1.19%       1.33%
Latin America                           7.1         323         333          346         7.2          76           90         124
Ratio                                              4.52%       4.58%        4.32%                   4.25%        4.77%       6.17%
Global Private Bank (2)                24.5          78          87          162        23.8           3           10           2
Ratio                                              0.32%       0.37%        0.88%                   0.05%        0.18%       0.05%
Other                                   0.1           -           -            9         0.1           -            -           6

------------------------------------------------------------------------------------------------------------------------------------
Total managed                         215.8       3,598       3,808        3,742       207.4       1,064        1,147       1,201
Ratio                                              1.67%       1.87%        2.00%                   2.06%        2.30%       2.60%
-----------------------------------=================================================================================================
Securitized credit card receivables   (44.8)       (544)       (702)        (652)      (45.8)       (441)        (499)       (541)
Loans held for sale                    (8.1)        (62)        (31)         (35)       (5.8)        (28)         (20)        (29)
------------------------------------------------------------------------------------------------------------------------------------
Consumer loans                       $162.9      $2,992      $3,075       $3,055      $155.8        $595       $  628      $  631
Ratio                                              1.84%       2.03%        2.29%                   1.54%        1.71%       1.91%
-----------------------------------=================================================================================================
</TABLE>

(1)   The ratios of 90 days or more past due and net credit losses are
      calculated based on end-of-period and average loans, respectively, both
      net of unearned income.
(2)   Global Private Bank results are reported as part of the Global Investment
      Management and Private Banking segment.
--------------------------------------------------------------------------------

Consumer Loan Balances, Net of Unearned Income
<TABLE>
<CAPTION>
                                                                    End of Period                                Average
                                                           --------------------------------           ------------------------------
                                                            June 30,   Mar. 31,  June 30,              2nd Qtr.   1st Qtr.  2nd Qtr.
In billions of dollars                                        2000       2000      1999                  2000       2000      1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>                  <C>       <C>        <C>
Total managed                                                $215.8     $203.3     $187.4               $207.4    $200.3     $185.1
Securitized credit card receivables                           (44.8)     (48.0)     (47.4)               (45.8)    (48.2)     (46.7)
Loans held for sale                                            (8.1)      (4.2)      (6.5)                (5.8)     (4.3)      (6.2)
                                                           --------------------------------           ------------------------------
Consumer loans                                               $162.9     $151.1     $133.5               $155.8    $147.8     $132.2
-----------------------------------------------------------=========================================================================
</TABLE>

Total delinquencies 90 days or more past due in the managed portfolio were $3.6
billion with a related delinquency ratio of 1.67% of loans at June 30, 2000,
compared with $3.8 billion or 1.87% at March 31, 2000 and $3.7 billion or 2.00%
at June 30, 1999. Total managed net credit losses in the 2000 second quarter
were $1.1 billion and the related loss ratio was 2.06%, compared with $1.1
billion and 2.30% in the 2000 first quarter and $1.2 billion and 2.60% in the
1999 second quarter. For a discussion on trends by business, see business
discussions on pages 4 - 11.

Citicorp's allowance for credit losses of $6.7 billion is available to absorb
probable credit losses inherent in the entire portfolio. For analytical purposes
only, the portion of Citicorp's allowance for credit losses attributed to the
consumer portfolio was $3.4 billion at June 30, 2000, March 31, 2000, and June
30, 1999. The allowance as a percentage of loans on the balance sheet was 2.08%
at June 30, 2000, down from 2.25% at March 31, 2000 and 2.57% at June 30, 1999
reflecting improved credit performance in certain portfolios and loan growth.
The attribution of the allowance is made for analytical purposes only and may
change from time to time.

Net credit losses, delinquencies and the related ratios may increase from the
2000 second quarter as a result of portfolio growth, global economic conditions,
the credit performance of the portfolios, including bankruptcies, and seasonal
factors. This statement is a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 18.


12
<PAGE>

In the fourth quarter of 2000, Citicorp will adopt the Federal Financial
Institutions Examination Council's (FFIEC) revised Uniform Retail Credit
Classification and Account Management Policy. The policy provides guidance on
the reporting of delinquent consumer loans and the timing of associated credit
charge-offs for Citicorp's financial institution subsidiaries. The revised
policy is not expected to have a material effect on financial results since
Citicorp believes that it maintains adequate reserves for credit losses inherent
in its loan portfolios. This statement is a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 18.

GLOBAL CORPORATE BANK

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>               <C>         <C>            <C>                <C>
Total revenues, net of interest expense      $2,540          $2,135            19          $4,989         $4,396             13
Adjusted operating expenses (2)               1,418           1,330             7           2,751          2,680              3
Provision for credit losses                     131             111            18             255            223             14
                                          -------------------------------               -------------------------------
Core income before taxes                        991             694            43           1,983          1,493             33
Income taxes                                    362             261            39             722            558             29
                                          -------------------------------               -------------------------------
Core income                                     629             433            45           1,261            935             35
Restructuring-related items, after-tax            3              (3)           NM               3             (7)            NM
                                          -------------------------------               -------------------------------
Net income                                   $  632          $  430            47          $1,264         $  928             36
------------------------------------------==========================================================================================
Average assets (in billions of dollars)        $182            $164            11            $175           $167              5
Return on assets                               1.40%           1.05%                         1.45%          1.12%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

The Global Corporate Bank business serves corporations, financial institutions,
governments, investors, and other participants in capital markets in 100
countries and consists of Emerging Markets and Global Relationship Banking
(GRB).

Global Corporate Bank core income of $629 million and $1.261 billion grew $196
million or 45% in the 2000 second quarter and $326 million or 35% in the 2000
six months compared to 1999. The 2000 periods reflect core income growth from
the comparable 1999 periods of $112 million or 76% in GRB and $84 million or 29%
in Emerging Markets for the quarterly comparison, and $165 million or 49% in GRB
and $161 million or 27% in Emerging Markets for the six-month comparison. GRB's
core income growth was a result of revenue growth in transaction services and
equity derivatives and was partially offset by higher net write-offs. Emerging
Markets core income growth was driven by broad-based growth in revenues from
transaction services and improved credit.

The businesses of Global Corporate Bank are significantly affected by the levels
of activity in the global capital markets which, in turn, are influenced by
macro-economic policies and credit environments, among other factors, in the 100
countries in which the businesses operate. Economic and market events can have
both positive and negative effects on the revenue performance of the businesses
and can negatively affect credit performance. This paragraph contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 18.

Emerging Markets

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>          <C>            <C>               <C>
Total revenues, net of interest expense      $1,270          $1,096            16          $2,508         $2,239             12
Adjusted operating expenses (2)                 606             525            15           1,142          1,047              9
Provision for credit losses                      79             110           (28)            163            225            (28)
                                          -------------------------------               -------------------------------
Core income before taxes                        585             461            27           1,203            967             24
Income taxes                                    215             175            23             441            366             20
                                          -------------------------------               -------------------------------
Core income                                     370             286            29             762            601             27
Restructuring-related items, after-tax            3              (1)           NM               3             (2)            NM
                                          -------------------------------               -------------------------------
Net income                                   $  373          $  285            31          $  765         $  599             28
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $87             $83             5             $85            $82              4
Return on assets                               1.72%           1.38%                         1.81%          1.47%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Emerging Markets core income was $370 million and $762 million in the 2000
second quarter and six months, up $84 million or 29% and $161 million or 27%
from 1999. In June 2000, Emerging Markets completed the acquisition of a
majority interest in Bank


                                                                              13
<PAGE>

Handlowy, Poland's largest commercial bank. Return on assets was 1.72% in the
2000 second quarter, up from 1.38% in 1999. In the six months ended June 30,
2000, return on assets was 1.81%, up from 1.47% in the 1999 six months.

Revenues, net of interest expense, were $1.270 billion and $2.508 billion in the
2000 second quarter and six months, up $174 million or 16% and $269 million or
12%, respectively, from 1999. Revenue growth in the 2000 second quarter was led
by CEEMEA (Central and Eastern Europe, Middle East and Africa), up 28%,
primarily due to growth in trading-related revenue and transaction services as
well as the acquisition of Bank Handlowy. Latin America revenues were up 11% in
the 2000 second quarter primarily due to growth in transaction services and
structured products and partially offset by a decline in trading-related
revenue, while Asia revenues were up 6% reflecting growth in transaction
services and securities transactions and partially offset by lower
trading-related revenue. The six-month comparison reflected strong growth across
all regions in transaction services and structured products along with higher
securities transactions, partially offset by lower trading-related revenue in
Latin America and Asia. About 23% of the Emerging Markets revenue in the 2000
second quarter and six months was attributable to business from multinational
companies managed jointly with GRB, with that revenue having grown 8% and 9%,
respectively, from the prior-year periods.

Adjusted operating expenses in the 2000 second quarter and six months increased
15% and 9% compared to 1999. The growth in expenses was primarily due to the
acquisition of Bank Handlowy, investment spending to gain market share in
selected emerging market countries and increases in incentive compensation and
other operating expenses.

The provision for credit losses totaled $79 million and $163 million in the 2000
second quarter and six months, down $31 million and $62 million from the
respective 1999 periods. Net write-offs declined in Asia, partially offset by an
increase in Latin America. Cash-basis loans were $1.132 billion at June 30,
2000, up $66 million from March 31, 2000, principally due to the addition of
Bank Handlowy and partially offset by reductions in Asia and CEEMEA. Compared to
a year ago, cash-basis loans were $65 million lower as declines in Asia were
partially offset by the acquisition of Bank Handlowy and increases in Latin
America.

Average assets of $87 billion and $85 billion in the 2000 second quarter and six
months reflected growth of $4 billion and $3 billion, respectively, compared to
a year ago, primarily due to higher loans and trading assets and the Bank
Handlowy acquisition.

Global Relationship Banking

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>               <C>         <C>            <C>                <C>
Total revenues, net of interest expense      $1,270          $1,039            22          $2,481         $2,157             15
Adjusted operating expenses (2)                 812             805             1           1,609          1,633             (1)
Provision (benefit) for credit losses            52               1            NM              92             (2)            NM
                                          -------------------------------               -------------------------------
Core income before taxes                        406             233            74             780            526             48
Income taxes                                    147              86            71             281            192             46
                                          -------------------------------               -------------------------------
Core income                                     259             147            76             499            334             49
Restructuring-related items, after-tax            -              (2)           NM               -             (5)            NM
                                          -------------------------------               -------------------------------
Net income                                   $  259          $  145            79          $  499         $  329             52
------------------------------------------==========================================================================================
Average assets (in billions of dollars)         $95             $81            17             $90            $85              6
Return on assets                               1.10%           0.72%                         1.11%          0.78%
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Core income from Global Relationship Banking in North America, Europe and Japan
was $259 million and $499 million in the 2000 second quarter and six months, up
$112 million or 76% and $165 million or 49% from 1999. During the 2000 second
quarter, GRB strengthened its position in the U.S. leasing market through the
purchase of Copelco. Return on assets was 1.10% in the 2000 second quarter, up
from 0.72% in 1999. In the 2000 six months, return on assets was 1.11%, up from
0.78% in the comparable 1999 period.

Revenues, net of interest expense, of $1.270 billion in the 2000 second quarter
and $2.481 billion in the 2000 six months grew $231 million or 22% and $324
million or 15%, respectively, compared to 1999. The increases were driven by
strong growth in transaction services, equity derivatives and structured
products, which includes the effect of the Copelco acquisition. Both comparisons
were negatively impacted by lower funding and gapping results in 2000.

Adjusted operating expenses of $812 million and $1.609 billion in the 2000
second quarter and six months increased $7 million or 1% compared to the related
1999 quarter and decreased $24 million or 1% in the six-month comparison. The
decrease in expenses in the 2000 six months was due to lower year 2000 and
European Economic Monetary Union expenses, the impact of previous restructuring
actions and business integration initiatives and was partially offset by higher
incentive compensation and the acquisition of Copelco.

The provision for credit losses was $52 million and $92 million in the current
quarter and six months compared to $1 million in the 1999 second quarter and a
net benefit of $2 million in the 1999 six months. Net write-offs in 2000
increased primarily due to exposure


14
<PAGE>

in the health-care industry in North America. Cash-basis loans were $465 million
at June 30, 2000, up $146 million from March 31, 2000 and $186 million from June
30, 1999. The increase in cash-basis loans in the 2000 second quarter was
primarily attributable to the acquisition of Copelco. The Other Real Estate
Owned portfolio was $135 million at June 30, 2000, down $6 million from March
31, 2000 and $43 million from June 30, 1999 due to decreases in the North
America real estate portfolio.

Average assets of $95 billion and $90 billion in the 2000 second quarter and six
months increased $14 billion and $5 billion from 1999, primarily reflecting
increases in trading assets and loans as well as the acquisition of Copelco.

Commercial Portfolio Review

Commercial loans are identified as impaired and placed on a nonaccrual basis
when it is determined that the payment of interest or principal is doubtful of
collection or when interest or principal is past due for 90 days or more, except
when the loan is well secured and in the process of collection. Impaired
commercial loans are written down to the extent that principal is judged to be
uncollectible. Impaired collateral-dependent loans are written down to the lower
of cost or collateral value. The following table summarizes commercial
cash-basis loans at period end and net credit losses for the three months ended:

<TABLE>
<CAPTION>
                                                                                     June 30,         Mar. 31,          June 30,
In millions of dollars                                                                 2000             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>               <C>
Commercial cash-basis loans
   Emerging Markets                                                                   $1,132           $1,066            $1,197
   Global Relationship Banking                                                           465              319               279
                                                                                 ---------------------------------------------------
Total Global Corporate Bank                                                            1,597            1,385             1,476
Investment Activities                                                                      3               11                13
                                                                                 ---------------------------------------------------
Total commercial cash-basis loans                                                     $1,600           $1,396            $1,489
---------------------------------------------------------------------------------===================================================
Net credit losses
   Emerging Markets                                                                   $   79           $   84            $  110
   Global Relationship Banking                                                            52               40                 1
                                                                                 ---------------------------------------------------
Total net credit losses                                                               $  131           $  124            $  111
---------------------------------------------------------------------------------===================================================
</TABLE>

For a discussion of trends by business, see the business discussions on pages
13-15.

Citicorp's allowance for credit losses of $6.7 billion is available to absorb
probable credit losses inherent in the entire portfolio. For analytical purposes
only, the portion of Citicorp's allowance for credit losses attributed to the
commercial portfolio was $3.3 billion at June 30, 2000, $3.2 billion at March
31, 2000 and $3.3 billion at June 30, 1999. The increase in the allowance in the
second quarter of 2000 reflects acquisitions.

<TABLE>
<CAPTION>
                                                                                     June 30,         Mar. 31,          June 30,
In millions of dollars                                                                 2000             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>               <C>
Commercial allowance for credit losses                                                $3,345           $3,248            $3,307
As a percentage of total commercial loans                                               3.01%            3.26%             3.40%
---------------------------------------------------------------------------------===================================================
</TABLE>

GLOBAL INVESTMENT MANAGEMENT AND PRIVATE BANKING

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>              <C>
Total revenues, net of interest expense        $502            $383            31            $979           $759             29
Adjusted operating expenses (2)                 360             274            31             685            542             26
Provision for credit losses                       3               2            50              25             10             NM
                                          -------------------------------               -------------------------------
Core income before taxes                        139             107            30             269            207             30
Income taxes                                     52              40            30             100             77             30
                                          -------------------------------               -------------------------------
Core income                                      87              67            30             169            130             30
Restructuring-related items, after-tax            1               -            NM               1              -             NM
                                          -------------------------------               -------------------------------
Net income                                    $  88           $  67            31            $170           $130             31
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

The Global Investment Management and Private Banking group is composed of
Citibank Asset Management and Global Retirement Services and the Global Private
Bank. These businesses offer a broad range of asset management products and
services from global investment centers around the world, including mutual
funds, closed-end funds, managed accounts, and personalized wealth management
services to institutional, high net worth, and retail clients.


                                                                              15
<PAGE>

Global Investment Management and Private Banking core income of $87 million in
the 2000 second quarter and $169 million in the 2000 six months was up $20
million and $39 million, respectively, both up 30% from a year ago. Revenues
increased, driven by acquisitions and growth in both assets and client business
volumes under management, and were partially offset by higher costs associated
with the acquisitions, continued expansion of sales and marketing efforts, and
additional investments in research, quantitative, and technology expertise. The
increase in the provision for credit losses in the six-month period related to a
loan in EMEA.

Citibank Asset Management and Global Retirement Services

<TABLE>
<CAPTION>
                                                                  Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000            1999 (1)           2000            1999 (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>               <C>
Total revenues, net of interest expense                              $164               $82             $278              $183
Total operating expenses                                              150                88              262               177
                                                               ---------------------------------------------------------------------
Income (loss) before taxes                                             14                (6)              16                 6
Income taxes (benefit)                                                  6                (2)               7                 2
                                                               ---------------------------------------------------------------------
Net income (loss)                                                    $  8              ($ 4)            $  9              $  4
---------------------------------------------------------------=====================================================================
Assets under management
  (in billions of dollars) (2)                                       $155              $146             $155              $146
---------------------------------------------------------------=====================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Includes $31 billion and $35 billion in the 2000 and 1999 periods,
      respectively, for Global Private Bank clients.
--------------------------------------------------------------------------------

Citibank Asset Management and Global Retirement Services offers institutional,
high net worth, and retail clients a broad range of investment disciplines from
global investment centers around the world. Products and services offered
include mutual funds, closed-end funds, and separately managed accounts.

Net income of $8 million and $9 million in the 2000 second quarter and six
months was up $12 million and $5 million from the comparable 1999 periods,
primarily reflecting the impact of acquisitions, partially offset by increased
expenses.

Assets under management rose 6% from the year-ago quarter to $155 billion,
including $4.5 billion from the acquisitions. Money fund assets grew $3.5
billion or 17%, and managed account assets grew $3.2 billion or 5%, from the
1999 quarter, while long-term mutual fund assets shrank by $6.3 billion or 22%,
mostly reflecting the transfer of a large fund to another Citicorp business
segment.

Revenues, net of interest expense, of $164 million and $278 million in the 2000
second quarter and six months increased $82 million and $95 million from the
1999 second quarter and six months, respectively, primarily reflecting the
Siembra and Garante acquisitions in the Latin America Retirement Services
business.

Operating expenses of $150 million and $262 million in the 2000 quarter and six
months increased $62 million and $85 million from the 1999 periods, reflecting
the acquisitions, additional investments in research, quantitative, and
technology expertise, and growth in overseas offices.

Global Private Bank

<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                    Six Months Ended June 30,
                                          -------------------------------       %       -------------------------------      %
In millions of dollars                         2000          1999 (1)        Change          2000         1999 (1)        Change
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>           <C>            <C>              <C>
Total revenues, net of interest expense        $338            $301            12            $701           $576             22
Adjusted operating expenses (2)                 210             186            13             423            365             16
Provision for credit losses                       3               2            50              25             10             NM
                                          -------------------------------               -------------------------------
Core income before taxes                        125             113            11             253            201             26
Income taxes                                     46              42            10              93             75             24
                                          -------------------------------               -------------------------------
Core income                                      79              71            11             160            126             27
Restructuring-related items, after-tax            1               -            NM               1              -             NM
                                          -------------------------------               -------------------------------
Net income                                     $ 80            $ 71            13            $161           $126             28
------------------------------------------------------------------------------------------------------------------------------------
Average assets (in billions of dollars)         $24             $19            26             $24            $19             26
Return on assets                               1.34%           1.50%                         1.35%          1.34%
------------------------------------------==========================================================================================
 Client business volumes
   under management (in billions of dollars)   $149            $125            19            $149           $125             19
------------------------------------------==========================================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
NM    Not meaningful
--------------------------------------------------------------------------------

Global Private Bank -- which provides personalized wealth management services
for high net worth clients around the world -- reported core income of $79
million for the 2000 second quarter, up $8 million or 11% from 1999, reflecting
continued strong


16
<PAGE>

customer revenue momentum and partially offset by increased front-end staff
expenses. Core income for the 2000 six months was $160 million, up $34 million
or 27% from 1999, reflecting the above, as well as a higher provision for credit
losses.

Client business volumes under management, which comprise loans, deposits, client
assets under fee-based management and custody accounts, were $149 billion at
June 30, 2000, up 19% from $125 billion a year ago, reflecting growth in all
regions, especially in the U.S. and Asia Pacific. Business volumes grew in all
product lines, led by the custody and lending businesses.

Total revenues, net of interest expense, were $338 million in the 2000 second
quarter and $701 million in the 2000 six months, up $37 million or 12% and $125
million or 22% from the 1999 periods. Net interest and recurring fee-based
revenues increased $38 million or 19% from the 1999 second quarter and $73
million or 18% from the 1999 six months, while transaction revenues, including
placement fees on alternative investments, grew $7 million or 13% from the 1999
second quarter and $49 million or 52% from the 1999 six months. The increase in
revenues was led primarily by significant growth internationally, up $25 million
or 13% and $95 million or 26% from the comparable 1999 quarter and six months,
as well as continued favorable trends in the U.S., up $12 million or 11% and $30
million or 14% from the respective 1999 periods.

Total operating expenses of $210 million and $423 million in the quarter and six
months were up $24 million or 13% and $58 million or 16% from the 1999 periods,
primarily reflecting higher levels of bankers and product specialists (up 12%)
hired to boost front-end sales and service capabilities.

The provision for credit losses was $3 million for the 2000 second quarter and
$25 million year-to-date, compared with $2 million and $10 million for the 1999
periods. The increase in the 2000 six months related to a loan in EMEA. Net
credit losses in the 2000 second quarter remained at a nominal level of 0.05% of
average loans, compared with 0.18% and 0.05% for the 2000 first quarter and 1999
second quarter, respectively. Loans 90 days or more past due were lower at $78
million or 0.32% of loans at June 30, 2000, compared to $87 million or 0.37% at
March 31, 2000 and $162 million or 0.88% at June 30, 1999.

CORPORATE/OTHER

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000            1999 (1)           2000            1999 (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>             <C>                <C>
Total revenues, net of interest expense                             ($ 65)             $ 70            ($ 95)             $120
Adjusted operating expenses (2)                                       130               130              415               243
                                                               ---------------------------------------------------------------------
Loss before tax benefits                                             (195)              (60)            (510)             (123)
Income tax benefits                                                   (64)              (20)            (199)              (41)
                                                               ---------------------------------------------------------------------
Loss                                                                 (131)              (40)            (311)              (82)
Restructuring-related items, after-tax                                (17)               (8)             (25)              (16)
                                                               ---------------------------------------------------------------------
Net loss                                                            ($148)             ($48)           ($336)           ($  98)
---------------------------------------------------------------=====================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Corporate/Other includes net corporate treasury results, corporate staff and
other corporate expenses, and the remainder of internet-related development
activities (e-Citi) not allocated to the individual businesses.

Revenues decreased $135 million and $215 million in the 2000 second quarter and
six months over the respective prior year periods, primarily reflecting higher
treasury costs. Adjusted operating expenses of $130 million and $415 million in
the 2000 second quarter and six months, respectively, were unchanged from the
prior year second quarter, and increased $172 million from the 1999 six months,
reflecting increases in certain unallocated corporate and technology costs,
offset by a decrease in performance-based option expense. The six-month period
also included a $108 million pretax expense for the contribution of appreciated
venture capital securities to the Citigroup Foundation, which had minimal impact
on Citicorp's earnings after related tax benefits and investment gains, which
are reflected in Investment Activities.

INVESTMENT ACTIVITIES

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000            1999 (1)           2000            1999 (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>            <C>                 <C>
Total revenues, net of interest expense                              $359              $233           $1,590              $356
Total operating expenses                                               19                17               43                31
                                                               ---------------------------------------------------------------------
Income before taxes                                                   340               216            1,547               325
Income taxes                                                          125                75              565               112
                                                               ---------------------------------------------------------------------
Net income                                                           $215              $141           $  982              $213
---------------------------------------------------------------=====================================================================
</TABLE>

(1)   Reclassified to conform to the current period's presentation.
--------------------------------------------------------------------------------


                                                                              17
<PAGE>

Investment Activities comprises Citicorp's venture capital activities,
securities transactions related to certain corporate investments, and the
results of certain investments in countries that refinanced debt under the 1989
Brady Plan or plans of a similar nature. Investment Activities net income of
$215 million and $982 million for the 2000 second quarter and six months,
respectively, was up $74 million and $769 million from the comparable 1999
periods, primarily reflecting strong performance in the venture capital
portfolios and a higher level of securities transactions.

Revenues, net of interest expense, of $359 million for the 2000 second quarter
increased $126 million from 1999, primarily reflecting an increase in venture
capital results and securities transactions in corporate and refinancing
portfolio investments. For the 2000 six months, revenues, net of interest
expense, of $1.6 billion increased $1.2 billion from 1999, primarily reflecting
an increase in venture capital results and securities transactions in corporate
investments, reflecting strong equity markets, partially offset by writedowns in
the refinancing portfolio.

Investment Activities results may fluctuate in the future as a result of market
and asset-specific factors. This statement is a forward-looking statement within
the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" below.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar
expressions or future or conditional verbs such as "will," "should," "would,"
and "could". These forward-looking statements involve risks and uncertainties
including, but not limited to, global economic conditions, portfolio growth, the
credit performance of the portfolios, including bankruptcies, and seasonal
factors; changes in general economic conditions including the performance of
global financial markets, prevailing inflation and interest rates, securities
transactions, gains from asset sales, and losses on commercial lending
activities; results of various Investment Activities; the effect of competitors'
pricing policies, of changes in laws and regulations on competition and of
demographic changes on target market populations' savings and financial planning
needs; the impact of higher interest rates on spreads in the Cards business; the
adoption by the Company of an FFIEC policy that provides guidance on the
reporting of delinquent consumer loans and the timing of associated credit
charge-offs for financial institution subsidiaries; and the resolution of legal
proceedings and related matters.

MANAGING GLOBAL RISK

The Market Risk Management Process

Market risk encompasses liquidity risk and price risk, both of which arise in
the normal course of business of a global financial intermediary. Liquidity risk
is the risk that some entity, in some location and in some currency, may be
unable to meet a financial commitment to a customer, creditor, or investor when
due. Price risk is the risk to earnings that arises from changes in interest
rates, foreign exchange rates, equity and commodity prices, and in their implied
volatilities.

Citicorp's business and corporate oversight groups have well-defined market risk
management responsibilities. Within each business, a process is in place to
control market risk exposure. The risk management process includes the
establishment of appropriate market controls, policies and procedures,
appropriate senior management risk oversight with thorough risk analysis and
reporting, and independent risk management with capabilities to evaluate and
monitor risk limits. The risk management process is described in detail in
Citicorp's Annual Report on Form 10-K for the year ended December 31, 1999 (1999
Form 10-K).

Across Citicorp, price risk is measured using various tools, including
Earnings-at-Risk and sensitivity analysis, which are applied to interest rate
risk in the non-trading portfolios and Value-at-Risk, stress and scenario
analyses which are applied to the trading portfolios.

Non-Trading Portfolios

Business units manage the potential earnings effect of interest rate movements
by managing the asset and liability mix, either directly or through the use of
derivative financial products. These include interest rate swaps and other
derivative instruments which are either designated and effective as hedges or
designated and effective in modifying the interest rate characteristics of
specified assets or liabilities. The utilization of derivatives is managed in
response to changing market conditions as well as to changes in the
characteristics and mix of the related assets and liabilities.

Price risk in the non-trading portfolios is measured using Earnings-at-Risk,
excluding CitiFinancial Credit Company, which measures price risk using
sensitivity analysis.


18
<PAGE>

Earnings-at-Risk measures the discounted pretax earnings impact over a specified
time horizon of a specified shift in the interest rate yield curve for the
appropriate currency. The yield curve shift is statistically derived as a two
standard deviation change in a short-term interest rate over the period required
to defease the position (usually four weeks). Earnings-at-Risk is calculated
separately for each currency and reflects the repricing gaps in the position, as
well as option positions, both explicit and embedded.

Citicorp's primary non-trading price risk exposure is to movements in U.S.
dollar interest rates. As of June 30, 2000, the rate shift over a four-week
defeasance period applied to the U.S. dollar yield curve for purposes of
calculating Earnings-at-Risk was 45 basis points. Citicorp also has
Earnings-at-Risk in various other currencies; however, there are no significant
risk concentrations in any individual non-U.S. dollar currency. As of June 30,
2000, the rate shifts applied to these currencies for purposes of calculating
Earnings-at-Risk over a one- to four-week defeasance period ranged from 20 to
1,851 basis points, depending on the currency.

The following table illustrates that, as of June 30, 2000, a 45 basis point
increase in the U.S. dollar yield curve would have a potential negative impact
on Citicorp's pretax earnings of approximately $109 million in the next twelve
months, and approximately $110 million for the total five-year period 2000-2005.
A two standard deviation increase in non-U.S. dollar interest rates would have a
potential negative impact on Citicorp's pretax earnings of approximately $78
million in the next twelve months, and approximately $118 million for the
five-year period 2000-2005.

Earnings-at-Risk (impact on pretax earnings)

<TABLE>
<CAPTION>
                                                                         Assuming a U.S.                  Assuming a Non-U.S.
                                                                       Dollar Rate Move of              Dollar Rate Move of (1)
                                                                     Two Standard Deviations          Two Standard Deviations (2)
                                                                --------------------------------------------------------------------
In millions of dollars at June 30, 2000                             Increase         Decrease          Increase         Decrease
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                 <C>            <C>                 <C>
Overnight to three months                                           ($ 26)             $ 28            ($ 17)             $ 17
Four to six months                                                    (28)               31              (23)               23
Seven to twelve months                                                (55)               57              (38)               38
                                                                --------------------------------------------------------------------
Total overnight to twelve months                                     (109)              116              (78)               78
------------------------------------------------------------------------------------------------------------------------------------
Year two                                                              (58)               57              (27)               28
Year three                                                            (16)               14              (18)               19
Year four                                                              34               (38)              (4)                4
Year five                                                              47               (53)               -                 -
Effect of discounting                                                  (8)               11                9               (10)
                                                                --------------------------------------------------------------------
Total                                                               ($110)             $107            ($118)             $119
----------------------------------------------------------------====================================================================
</TABLE>

(1)   Primarily results from Earnings-at-Risk in the Euro, Singapore dollar,
      Japanese yen, Mexico peso and Hong Kong dollar.
(2)   Total assumes a two standard deviation increase or decrease for every
      currency, not taking into account any covariance between currencies.
--------------------------------------------------------------------------------

The table above also illustrates that Citicorp's U.S. dollar risk profile in the
one- to three-year time horizon was directionally similar, but generally tends
to reverse in subsequent periods. This reflects the fact that the majority of
the derivative instruments utilized to modify repricing characteristics as
described above will mature within three years.

The following table summarizes Citicorp's worldwide Earnings-at-Risk over the
next 12 months from changes in interest rates and illustrates that Citicorp's
pretax earnings in its non-trading activities over the next 12 months would be
reduced by an increase in interest rates and would benefit from a decrease in
interest rates.

Twelve Month Earnings-at-Risk (impact on pretax earnings)

<TABLE>
<CAPTION>
                                                                U.S. Dollar                             Non-U.S. Dollar
                                                 -----------------------------------------------------------------------------------
                                                   June 30,      Dec. 31,      June 30,      June 30,      Dec. 31,      June 30,
In millions of dollars                               2000          1999          1999          2000          1999          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>            <C>          <C>           <C>
Assuming a two standard deviation rate
Increase                                             ($109)        ($166)        ($133)         ($78)        ($119)        ($120)
Decrease                                               116           178           154            78           120          $120
-------------------------------------------------===================================================================================
</TABLE>


                                                                              19
<PAGE>

Interest rate swaps and similar instruments effectively modify the repricing
characteristics of certain consumer and commercial loan portfolios, deposits,
and long-term debt. Excluding the effects of these instruments, Citicorp's
Earnings-at-Risk over the next twelve months in its non-trading activities would
be as follows:

<TABLE>
<CAPTION>
                                                                U.S. Dollar                             Non-U.S. Dollar
                                                 -----------------------------------------------------------------------------------
                                                   June 30,      Dec. 31,      June 30,      June 30,      Dec. 31,      June 30,
In millions of dollars                               2000          1999          1999          2000          1999          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>             <C>         <C>          <C>           <C>
Assuming a two standard deviation rate
Increase                                               ($6)         ($30)            7          ($65)        ($120)        ($137)
Decrease                                                15            42            12            65           121           138
-------------------------------------------------===================================================================================
</TABLE>

During the first six months of 2000, Citicorp's U.S. dollar Earnings-at-Risk for
the following 12 months assuming a two standard deviation increase in rates
would have had a potential negative impact ranging from approximately $109
million to $146 million in the aggregate at each month end, compared with a
range from $73 million to $166 million at each month end during 1999. A two
standard deviation increase in non-U.S. dollar interest rates for the following
twelve months would have had a potential negative impact ranging from
approximately $78 million to $123 million in the aggregate at each month end
during the first six months of 2000, compared with a range from $95 million to
$121 million at each month end during 1999.

Trading Portfolios

A tool for measuring the price risk of trading activities is the Value-at-Risk
method, which estimates the potential pretax loss in market value that could
occur over a one-day holding period, at a 99% confidence level. The
Value-at-Risk method incorporates the market factors to which the market value
of the trading position is exposed (interest rates, foreign exchange rates,
equity and commodity prices, and their implied volatilities), the sensitivity of
the position to changes in those market factors, and the volatilities and
correlation of those factors. The Value-at-Risk measurement includes the foreign
exchange risks that arise in traditional banking businesses as well as in
explicit trading positions. In addition to Value-at-Risk, stress and scenario
analyses are also applied to the trading portfolios.

The level of exposure taken depends on the market environment and expectations
of future price and market movements, and will vary from period to period. For
Citicorp's major trading centers, the aggregate pretax Value-at-Risk in the
trading portfolios was $35 million at June 30, 2000. Daily exposures averaged
$24 million in the second quarter of 2000 and ranged from $19 million to $35
million.

The following table summarizes Citicorp's Value-at-Risk in its trading
portfolios as of June 30, 2000 and December 31, 1999 along with the 2000 second
quarter averages.

<TABLE>
<CAPTION>
                                                                                                       2000
                                                                                                      Second
                                                                                    June 30,          Quarter          Dec. 31,
In millions of dollars                                                                2000            Average            1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>               <C>
Interest rate                                                                          $29              $20               $15
Foreign exchange                                                                        11                9                17
Equity                                                                                  19               12                11
All other (primarily commodity)                                                          2                2                 2
Covariance adjustment                                                                  (26)             (19)              (21)
                                                                                 ---------------------------------------------------
Total                                                                                  $35              $24               $24
---------------------------------------------------------------------------------===================================================
</TABLE>

The table below provides the distribution of Value-at-Risk during the second
quarter of 2000.

<TABLE>
<CAPTION>
In millions of dollars                                                                                  Low              High
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>               <C>
Interest rate                                                                                           $15               $29
Foreign exchange                                                                                          6                11
Equity                                                                                                   10                19
All other (primarily commodity)                                                                           1                 4
------------------------------------------------------------------------------------------------====================================
</TABLE>

Management of Cross-Border Risk

Cross-border risk is the risk that Citicorp will be unable to obtain payment
from customers on their contractual obligations as a result of actions taken by
foreign governments such as exchange controls, debt moratoria and restrictions
on the remittance of funds. Citicorp manages cross-border risk as part of the
Windows on Risk process described in the 1999 Form 10-K.

Beginning April 1, 2000, the FFIEC revised their cross-border reporting
guidelines to allow credit derivative contracts, that contain cross-border
provisions, to be treated as effective guarantees. Purchased credit derivative
contracts where Citicorp is the beneficiary


20
<PAGE>

shift the underlying exposure to the guarantor country. Written credit
derivative contracts where Citicorp provides an effective guarantee are included
as cross-border commitments in the country of the underlying credit exposure.
The effect of adopting the FFIEC's revised guidelines as of June 30, 2000 was an
increase (decrease) in reported cross-border claims on third parties of $0.6
billion in Germany, $2.2 billion in Italy, $1.2 billion in France, ($1.3)
billion in the United Kingdom, ($0.4) billion in the Netherlands, and ($0.1)
billion in Switzerland. The effect on cross-border commitments was an increase
(decrease) of $1.8 billion in Germany, $5.3 billion in Italy, $4.8 billion in
France, ($0.3) billion in the United Kingdom, and $0.2 billion in Switzerland.
Total cross-border outstandings and commitments at December 31, 1999 have not
been restated.

The following table presents total cross-border outstandings and commitments on
a regulatory basis in accordance with FFIEC guidelines. Total cross-border
outstandings include cross-border claims on third parties as well as investments
in and funding of local franchises, as described in the 1999 Form 10-K.
Countries with outstandings greater than 0.75% of Citicorp assets at June 30,
2000 or December 31, 1999 include:

<TABLE>
<CAPTION>
                                                                                                  June 30, 2000    December 31, 1999
                                         ----------------------------------------------------------------------    -----------------
                                            Cross-Border Claims on Third Parties
                                         -----------------------------------------
                                                                                               Total               Total
                                                                        Trading Investments   Cross-              Cross-
                                                                            and      in and  Border-             Border-
                                                                          Short-    Funding     Out-                Out-
                                                                           Term    of Local   stand-  Commit-     stand-    Commit-
In billions of dollars at period ended   Banks   Public Private  Total Claims(1) Franchises     ings    ments(2)    ings    ments(2)
------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>      <C>    <C>     <C>     <C>        <C>         <C>      <C>         <C>       <C>
Germany                                  $2.3     $1.3   $1.6    $5.2    $4.0       $4.1        $9.3     $6.6        $8.3      $3.7
Italy                                     3.1      1.9    0.7     5.7     3.5        1.1         6.8      6.1         3.3       0.4
Brazil                                    0.7      0.7    2.3     3.7     1.9        2.2         5.9      0.2         3.7       0.1
France                                    3.1      0.4    1.6     5.1     3.3          -         5.1      9.1         4.2       2.2
United Kingdom                            1.0        -    3.6     4.6     3.7          -         4.6     16.7         4.4      15.5
Netherlands                               1.1      0.5    2.8     4.4     3.3          -         4.4      3.5         3.2       2.9
Mexico                                      -      1.4    1.5     2.9     1.6        0.6         3.5      0.4         3.7       0.1
South Korea                               0.5      0.3    0.8     1.6     1.5        1.6         3.2      0.5         2.7       0.3
Switzerland                               1.0        -    1.6     2.6     2.5          -         2.6      3.6         3.1       1.4
-----------------------------------------===========================================================================================
</TABLE>

(1)   Included in total cross-border claims on third parties.
(2)   Commitments (not included in total cross-border outstandings) include
      legally binding cross-border letters of credit and other commitments and
      contingencies as defined by the FFIEC.
--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

Citicorp manages liquidity through a well-defined process described in the 1999
Form 10-K.

A diversity of funding sources, currencies, and maturities is used to gain a
broad access to the investor base. Citicorp's deposits, which represented 67% of
its total funding at both June 30, 2000 and December 31, 1999, are broadly
diversified by both geography and customer segments.

Stockholder's equity, which grew $4.0 billion during the six months of 2000 to
$30.0 billion at June 30, 2000, continues to be an important component of the
overall funding structure. In addition, long-term debt is issued by Citicorp and
its subsidiaries. Total Citicorp long-term debt outstanding at the end of the
2000 second quarter was $27.4 billion, up from $26.4 billion at 1999 year-end.
Loans securitized during the first six months included $4.5 billion of U.S.
consumer mortgages. While securitization activity in the first half of 2000
primarily related to U.S. consumer mortgages, securitization of both credit card
receivables and consumer mortgages continues to be an important source of
liquidity. As previous credit card securitizations amortize, newly originated
receivables are recorded on Citicorp's balance sheet and become available for
asset securitization. During the six months of 2000, the scheduled amortization
of certain credit card securitization transactions made available $4.4 billion
of new receivables. In addition, $3.8 billion of credit card securitization
transactions are scheduled to amortize during the rest of 2000.

Citicorp is a legal entity separate and distinct from Citibank, N.A. and its
other subsidiaries and affiliates. As discussed in the 1999 Form 10-K, there are
various legal limitations on the extent to which Citicorp's subsidiaries may
extend credit, pay dividends, or otherwise supply funds to Citicorp. As of June
30, 2000, under their applicable dividend limitations, Citicorp's national and
state-chartered bank subsidiaries could have declared dividends to their
respective parent companies without regulatory approval of approximately $6.4
billion. In determining whether and to what extent to pay dividends, each bank
subsidiary must also consider the effect of dividend payments on applicable
risk-based capital and leverage ratio requirements, as well as policy statements
of the federal regulatory agencies that indicate that banking organizations
should generally pay dividends out of current operating earnings. Consistent
with these considerations, Citicorp estimates that, as of June 30, 2000, its
bank subsidiaries could have distributed dividends to Citicorp, directly or
through their parent holding company, of approximately $5.7 billion of the
available $6.4 billion.


                                                                              21
<PAGE>

Citicorp also receives dividends from its nonbank subsidiaries. These nonbank
subsidiaries are generally not subject to regulatory restrictions on their
payment of dividends except that the approval of the Office of Thrift
Supervision (OTS) may be required if total dividends declared by a savings
association in any calendar year exceed amounts specified by that agency's
regulations.

Citicorp is subject to risk-based capital guidelines issued by the Board of
Governors of the Federal Reserve System (FRB). These guidelines are used to
evaluate capital adequacy based primarily on the perceived credit risk
associated with balance sheet assets, as well as certain off-balance sheet
exposures such as unused loan commitments, letters of credit, and derivative and
foreign exchange contracts. The risk-based capital guidelines are supplemented
by a leverage ratio requirement.

Citicorp Ratios

<TABLE>
<CAPTION>
                                                                                     June 30,         Mar. 31,          Dec. 31,
                                                                                       2000             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>               <C>
Tier 1 Capital                                                                          8.02%            8.07%             8.11%
Total Capital (Tier 1 and Tier 2)                                                      11.95            12.00             12.10
Leverage (1)                                                                            6.90             6.81              6.83
Common Stockholder's Equity                                                             7.08             6.93              6.70
---------------------------------------------------------------------------------===================================================
</TABLE>

(1)   Tier 1 capital divided by adjusted average assets.
--------------------------------------------------------------------------------

Citicorp maintained a strong capital position during the 2000 second quarter.
Total capital (Tier 1 and Tier 2) amounted to $41.5 billion at June 30, 2000,
representing 11.95% of net risk adjusted assets. This compares with $38.4
billion and 12.00% at March 31, 2000, and $37.4 billion and 12.10% at December
31, 1999. Tier 1 capital of $27.9 billion at June 30, 2000 represented 8.02% of
net risk adjusted assets, compared with $25.8 billion and 8.07% at March 31,
2000 and $25.0 billion and 8.11% at December 31, 1999. The Tier 1 capital ratio
at June 30, 2000 was within Citicorp's target range of 8.00% to 8.30%.

Components of Capital Under Regulatory Guidelines

<TABLE>
<CAPTION>
                                                                                     June 30,         Mar. 31,          Dec. 31,
In millions of dollars                                                                 2000             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>               <C>
Tier 1 Capital
Common Stockholder's Equity                                                          $30,003          $27,730           $26,047
Mandatorily Redeemable Securities of Subsidiary Trusts                                   975              975               975
Minority Interest                                                                        400              143               133
Less: Net Unrealized Gain on Securities Available for Sale (1)                          (347)            (899)             (340)
Less: Intangible Assets (2)                                                           (3,149)          (2,110)           (1,760)
50% Investment in Certain Subsidiaries (3)                                               (27)             (21)              (21)
                                                                                 ---------------------------------------------------
Total Tier 1 Capital                                                                  27,855           25,818            25,034
------------------------------------------------------------------------------------------------------------------------------------
Tier 2 Capital
Allowance for Credit Losses (4)                                                        4,371            4,033             3,895
Qualifying Debt (5)                                                                    9,022            7,935             8,128
Unrealized Marketable Equity Securities Gains (1)                                        270              608               315
Less: 50% Investment in Certain Subsidiaries (3)                                         (27)             (21)              (21)
                                                                                 ---------------------------------------------------
Total Tier 2 Capital                                                                  13,636           12,555            12,317
                                                                                 ---------------------------------------------------
Total Capital (Tier 1 and Tier 2)                                                    $41,491          $38,373           $37,351
---------------------------------------------------------------------------------===================================================
Net Risk-Adjusted Assets (6)                                                        $347,242         $319,889          $308,697
---------------------------------------------------------------------------------===================================================
</TABLE>

(1)   Tier 1 capital excludes unrealized gains and losses on debt securities
      available for sale in accordance with regulatory risk-based capital
      guidelines. The federal bank regulatory agencies permit institutions to
      include in Tier 2 capital up to 45% of pretax net unrealized holding gains
      on available-for-sale equity securities with readily determinable fair
      values.
(2)   Includes goodwill and certain other identifiable intangible assets. The
      increase in goodwill and other intangibles during the 2000 second quarter
      was attributable to the acquisitions completed during the quarter, which
      included Handlowy, Siembra and Copelco.
(3)   Represents investment in certain overseas insurance activities and
      unconsolidated banking and finance subsidiaries.
(4)   Includable up to 1.25% of risk-adjusted assets. Any excess allowance is
      deducted from risk-adjusted assets.
(5)   Includes qualifying senior and subordinated debt in an amount not
      exceeding 50% of Tier 1 capital, and subordinated capital notes subject to
      certain limitations. Tier 2 capital included $2.6 billion of subordinated
      debt issued to Citigroup (Parent Company) at June 30, 2000 and $1.4
      billion at both March 31, 2000 and December 31, 1999.
(6)   The increase in net risk-adjusted assets during the 2000 second quarter
      was primarily attributable to the growth in consumer and commercial loans
      and acquisitions completed during the quarter. Net risk-adjusted assets
      includes risk-weighted credit equivalent amounts, net of applicable
      bilateral netting agreements, of $15.5 billion for interest rate,
      commodity and equity derivative contracts and foreign exchange contracts
      as of June 30, 2000, compared to $17.1 billion as of March 31, 2000 and
      $15.8 billion as of December 31, 1999. Net risk-adjusted assets also
      includes the effect of other off-balance sheet exposures such as unused
      loan commitments and letters of credit and reflects deductions for
      intangible assets and any excess allowance for credit losses.
--------------------------------------------------------------------------------

Common stockholder's equity increased $2.3 billion during the 2000 second
quarter to $30.0 billion at June 30, 2000, representing 7.08% of assets,
compared to 6.93% at March 31, 2000 and 6.70% at December 31, 1999. The net
increase in common stockholder's


22
<PAGE>

equity during the quarter principally reflected net income of $1.7 billion and a
capital contribution of $1.2 billion from Citigroup (parent company), offset by
a decrease in unrealized gains on securities available-for-sale of $552 million.

The mandatorily redeemable securities of subsidiary trusts (trust securities)
outstanding at June 30, 2000 of $975 million qualify as Tier 1 capital and are
included in long-term debt on the balance sheet. For both the six months ended
June 30, 2000 and 1999, interest expense on the trust securities amounted to $38
million.

Citicorp's subsidiary depository institutions are subject to the risk-based
capital guidelines issued by their respective primary federal bank regulatory
agencies, which are generally similar to the FRB's guidelines. At June 30, 2000,
all of Citicorp's subsidiary depository institutions were "well capitalized"
under the federal bank regulatory agencies' definitions.

Citibank, N.A. Ratios

<TABLE>
<CAPTION>
                                                                                      June 30,         Mar. 31,          Dec. 31,
                                                                                        2000             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>               <C>
Tier 1 Capital                                                                          8.08%            8.48%             8.25%
Total Capital (Tier 1 and Tier 2)                                                      12.08            12.43             12.31
Leverage                                                                                6.51             6.77              6.53
Common Stockholder's Equity                                                             6.86             6.89              6.58
----------------------------------------------------------------------------------==================================================
</TABLE>

Citibank's net income for the second quarter of 2000 amounted to $1.1 billion.
Citibank had $7.5 billion of subordinated notes outstanding at June 30, 2000 and
$6.9 billion of subordinated notes outstanding at both March 31, 2000 and
December 31, 1999 that were issued to Citicorp (parent company) and included in
Citibank's Tier 2 capital.

During the first quarter of 2000, the FRB issued a proposed rule that would
govern the regulatory capital treatment of merchant banking investments and
certain similar equity investments, including investments made by venture
capital subsidiaries in nonfinancial companies held by bank holding companies.
The proposed rule would increase the capital requirement for such investments by
imposing a 50% capital requirement. The Company is monitoring the status and
progress of the proposed rule.

Additionally, from time to time, the FRB and the FFIEC propose amendments to,
and issue interpretations of, risk-based capital guidelines and reporting
instructions. Such proposals or interpretations could, if implemented in the
future, affect reported capital ratios and net risk-adjusted assets. This
paragraph contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on page 18.


                                                                              23
<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)          Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                  Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000              1999             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>             <C>               <C>
Interest revenue
Loans, including fees                                              $6,506            $5,544          $12,476           $11,364
Deposits with banks                                                   276               262              532               494
Federal funds sold and securities
 purchased under resale agreements                                     99                97              171               238
Securities, including dividends                                       786               855            1,611             1,995
Trading account assets                                                256               212              470               374
Loans held for sale                                                   172               147              291               286
                                                               ---------------------------------------------------------------------
                                                                    8,095             7,117           15,551            14,751
                                                               ---------------------------------------------------------------------
Interest expense
Deposits                                                            3,198             2,567            6,001             5,432
Trading account liabilities                                            14                19               33                38
Purchased funds and other borrowings                                  626               463            1,090             1,145
Long-term debt                                                        456               432              931               932
                                                               ---------------------------------------------------------------------
                                                                    4,294             3,481            8,055             7,547
                                                               ---------------------------------------------------------------------

Net interest revenue                                                3,801             3,636            7,496             7,204

Provision for credit losses                                           711               790            1,462             1,519
                                                               ---------------------------------------------------------------------

Net interest revenue after provision for credit losses              3,090             2,846            6,034             5,685
                                                               ---------------------------------------------------------------------

Fees, commissions, and other revenue
Fees and commissions                                                2,343             1,859            4,498             3,554
Foreign exchange                                                      398               368              820               856
Trading account                                                       311               138              680               442
Securities transactions                                               252               151              297               174
Other revenue                                                         746               852            2,760             1,614
                                                               ---------------------------------------------------------------------
                                                                    4,050             3,368            9,055             6,640
                                                               ---------------------------------------------------------------------
Operating expense
Salaries                                                            1,734             1,541            3,429             3,102
Employee benefits                                                     318               322              640               640
                                                               ---------------------------------------------------------------------
     Total employee                                                 2,052             1,863            4,069             3,742
Net premises and equipment                                            627               628            1,271             1,232
Restructuring - related items                                           4                47               24               126
Other expense                                                       1,797             1,666            3,708             3,287
                                                               ---------------------------------------------------------------------
                                                                    4,480             4,204            9,072             8,387
                                                               ---------------------------------------------------------------------
Income before taxes                                                 2,660             2,010            6,017             3,938

Income taxes                                                          993               756            2,205             1,480
                                                               ---------------------------------------------------------------------

Net income                                                         $1,667            $1,254          $ 3,812           $ 2,458
---------------------------------------------------------------=====================================================================
</TABLE>

See Notes to Consolidated Financial Statements.


24
<PAGE>

CONSOLIDATED BALANCE SHEETS                            Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                                      June 30,
                                                                                                        2000          December 31,
In millions of dollars                                                                               (Unaudited)          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>               <C>
Assets
Cash and due from banks                                                                              $  9,358          $ 11,385
Deposits at interest with banks                                                                        12,648            12,095
Securities, at fair value
   Available for sale and short-term and other                                                         45,378            46,592
   Venture capital                                                                                      5,256             4,160
Trading account assets                                                                                 32,381            31,540
Loans held for sale                                                                                     8,081             4,463
Federal funds sold and securities purchased under resale agreements                                     5,493             6,048
Loans, net
   Consumer                                                                                           162,943           147,968
   Commercial                                                                                         111,003            97,485
                                                                                                  ----------------------------------
Loans, net of unearned income                                                                         273,946           245,453
   Allowance for credit losses                                                                         (6,736)           (6,679)
                                                                                                  ----------------------------------
     Total loans, net                                                                                 267,210           238,774
Customers' acceptance liability                                                                         1,115             1,133
Premises and equipment, net                                                                             4,974             4,900
Interest and fees receivable                                                                            4,088             3,836
Other assets                                                                                           27,838            23,644
                                                                                                  ----------------------------------
Total assets                                                                                         $423,820          $388,570
--------------------------------------------------------------------------------------------------==================================
Liabilities
Non-interest-bearing deposits in U.S. offices                                                        $ 20,033          $ 19,492
Interest-bearing deposits in U.S. offices                                                              53,383            49,462
Non-interest-bearing deposits in offices outside the U.S.                                              13,351            12,132
Interest-bearing deposits in offices outside the U.S.                                                 199,181           179,627
                                                                                                  ----------------------------------
     Total deposits                                                                                   285,948           260,713
Trading account liabilities                                                                            22,641            27,429
Purchased funds and other borrowings                                                                   33,545            25,096
Acceptances outstanding                                                                                 1,173             1,222
Accrued taxes and other expense                                                                         8,431             8,416
Other liabilities                                                                                      14,664            13,204
Long-term debt                                                                                         27,415            26,443

Stockholder's equity
Common stock: ($0.01 par value)
   Issued shares: 1,000 in each period                                                                      -                 -
Surplus                                                                                                 7,064             5,844
Retained earnings                                                                                      23,310            20,498
Accumulated other changes in equity from nonowner sources (1)                                            (371)             (295)
                                                                                                  ----------------------------------
Total stockholder's equity                                                                             30,003            26,047
                                                                                                  ----------------------------------
Total liabilities and stockholder's equity                                                           $423,820          $388,570
--------------------------------------------------------------------------------------------------==================================
</TABLE>

(1)   Amounts at June 30, 2000 and December 31, 1999 include the after-tax
      amounts for net unrealized gains on securities available for sale of $347
      million and $340 million, respectively, and foreign currency translation
      of ($718) million and ($635) million, respectively.
--------------------------------------------------------------------------------

See Notes to Consolidated Financial Statements.


                                                                              25
<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)

                                                       Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                                      Six Months Ended June 30,
                                                                                                  ----------------------------------
In millions of dollars                                                                                  2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>               <C>
Balance at beginning of period                                                                        $26,047           $24,686

Net income                                                                                              3,812             2,458
Net change in unrealized gains and losses on securities available for sale, net of tax                      7               111
Foreign currency translation adjustment, net of tax                                                       (83)              (47)
                                                                                                  ----------------------------------
   Total changes in equity from nonowner sources                                                        3,736             2,522

Common cash dividends declared                                                                         (1,000)           (1,175)

Capital contribution from Parent                                                                        1,202               121

Employee benefit plans and other activity                                                                  18                46
                                                                                                  ----------------------------------

Balance at end of period                                                                              $30,003           $26,200
--------------------------------------------------------------------------------------------------==================================
Summary of changes in equity from nonowner sources
Net income                                                                                             $3,812            $2,458
Other changes in equity from nonowner sources                                                             (76)               64
                                                                                                  ----------------------------------
Total changes in equity from nonowner sources                                                          $3,736            $2,522
--------------------------------------------------------------------------------------------------==================================
</TABLE>

See Notes to Consolidated Financial Statements.


26
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)      Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                                      Six Months Ended June 30,
                                                                                                  ----------------------------------
In millions of dollars                                                                                  2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>               <C>
Cash flows from operating activities
Net income                                                                                           $  3,812          $  2,458
Adjustments to reconcile net income to net cash (used in) provided by operating activities
   Provision for credit losses                                                                          1,462             1,519
   Depreciation and amortization of premises and equipment                                                456               434
   Amortization of goodwill and acquisition premium costs                                                 176               142
   Restructuring-related items                                                                             24               126
   Venture capital activity                                                                            (1,096)             (112)
   Net gain on sale of securities                                                                        (297)             (174)
   Changes in accruals and other, net                                                                  (3,550)            2,657
   Net increase in loans held for sale                                                                 (3,618)           (1,494)
   Net (increase) decrease in trading account assets                                                     (841)            2,791
   Net decrease in trading account liabilities                                                         (4,788)           (5,819)
                                                                                                  ----------------------------------
Total adjustments                                                                                     (12,072)               70
                                                                                                  ----------------------------------
Net cash (used in) provided by operating activities                                                    (8,260)            2,528
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Net increase in deposits at interest with banks                                                          (553)             (221)
Securities  --  available for sale and short-term and other
   Purchases                                                                                          (26,794)          (28,456)
   Proceeds from sales                                                                                 12,175            14,266
   Maturities                                                                                          15,854            13,454
Net decrease in federal funds sold and securities purchased under resale agreements                       555             1,380
Net increase in loans                                                                                 (39,253)          (67,007)
Proceeds from sales of loans                                                                           15,383            55,251
Business acquisitions                                                                                  (1,959)           (2,150)
Capital expenditures on premises and equipment                                                           (540)             (581)
Proceeds from sales of premises and equipment, subsidiaries and affiliates, and other real
   estate owned                                                                                           295               236
                                                                                                  ----------------------------------
Net cash used in investing activities                                                                 (24,837)          (13,828)
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net increase in deposits                                                                               25,235            16,566
Net increase (decrease) in federal funds purchased and securities sold under repurchase
agreements                                                                                              1,385            (1,957)
Net increase (decrease) in commercial paper and funds borrowed                                          5,380            (1,224)
Proceeds from issuance of long-term debt                                                                1,615             1,608
Repayment of long-term debt                                                                            (2,365)           (1,437)
Contribution from Citigroup                                                                             1,100               121
Dividends paid                                                                                         (1,000)           (1,175)
                                                                                                  ----------------------------------
Net cash provided by financing activities                                                              31,350            12,502
------------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and due from banks                                               (280)             (291)
------------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and due from banks                                                     (2,027)              911
Cash and due from banks at beginning of period                                                         11,385             9,031
                                                                                                  ----------------------------------
Cash and due from banks at end of period                                                             $  9,358          $  9,942
--------------------------------------------------------------------------------------------------==================================
Supplemental disclosure of cash flow information
Cash paid during the period for:
   Interest                                                                                            $7,133            $7,086
   Income taxes                                                                                         1,782             1,640
Non-cash investing activities:
Transfers from loans to other real estate owned                                                        $  155            $  111
--------------------------------------------------------------------------------------------------==================================
</TABLE>

See Notes to Consolidated Financial Statements.


                                                                              27
<PAGE>

CONSOLIDATED BALANCE SHEETS                      Citibank, N.A. and Subsidiaries

<TABLE>
<CAPTION>
                                                                                                      June 30,
                                                                                                        2000          December 31,
In millions of dollars                                                                               (Unaudited)          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>                <C>
Assets
Cash and due from banks                                                                             $   8,309          $ 10,648
Deposits at interest with banks                                                                        14,269            12,961
Securities, at fair value
   Available for sale                                                                                  36,642            37,071
   Venture capital                                                                                      3,993             3,423
Trading account assets                                                                                 28,477            28,321
Loans held for sale                                                                                     1,599             1,279
Federal funds sold and securities purchased under resale agreements                                     6,913             7,255
Loans, net of unearned income                                                                         234,195           207,935
Allowance for credit losses                                                                            (4,712)           (4,647)
                                                                                                  ----------------------------------
     Loans, net                                                                                       229,483           203,288
Customers' acceptance liability                                                                         1,116             1,134
Premises and equipment, net                                                                             3,900             3,808
Interest and fees receivable                                                                            3,315             3,345
Other assets                                                                                           18,810            15,366
                                                                                                  ----------------------------------
Total assets                                                                                         $356,826          $327,899
--------------------------------------------------------------------------------------------------==================================
Liabilities
Non-interest-bearing deposits in U.S. offices                                                        $ 16,103          $ 15,501
Interest-bearing deposits in U.S. offices                                                              35,981            32,469
Non-interest-bearing deposits in offices outside the U.S.                                              13,390            12,185
Interest-bearing deposits in offices outside the U.S.                                                 194,360           174,677
                                                                                                  ----------------------------------
   Total deposits                                                                                     259,834           234,832
Trading account liabilities                                                                            21,932            26,196
Purchased funds and other borrowings                                                                   22,008            19,112
Acceptances outstanding                                                                                 1,173             1,222
Accrued taxes and other expense                                                                         5,765             5,273
Other liabilities                                                                                       7,879             7,950
Long-term debt and subordinated notes                                                                  13,767            11,752

Stockholder's equity
Capital stock ($20.00 par value)                                                                          751               751
   outstanding shares: 37,534,553 in each period
Surplus                                                                                                10,190             9,836
Retained earnings                                                                                      14,180            11,565
Accumulated other changes in equity from nonowner sources (1)                                            (653)             (590)
                                                                                                  ----------------------------------
Total stockholder's equity                                                                             24,468            21,562
                                                                                                  ----------------------------------
Total liabilities and stockholder's equity                                                           $356,826          $327,899
--------------------------------------------------------------------------------------------------==================================
</TABLE>

(1)   Amounts at June 30, 2000 and December 31, 1999 include the after-tax
      amounts for net unrealized gains on securities available for sale of $135
      million and $116 million, respectively, and foreign currency translation
      of ($788) million and ($706) million, respectively.
--------------------------------------------------------------------------------

See Notes to Consolidated Financial Statements.


28
<PAGE>

CITICORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying consolidated financial statements as of June 30, 2000 and for
the three- and six-month periods ended June 30, 2000 and 1999 are unaudited and
include the accounts of Citicorp and its subsidiaries (collectively, the
Company). The Company is an indirect wholly owned subsidiary of Citigroup Inc.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation have been reflected. The
accompanying consolidated financial statements should be read in conjunction
with the consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Certain financial information that is normally included in annual financial
statements prepared in accordance with generally accepted accounting principles,
but is not required for interim reporting purposes, has been condensed or
omitted.

Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.

2. Future Application of Accounting Standards

Derivatives and hedge accounting. In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS
No. 133). In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133," which delayed the effective date of SFAS No. 133 to January
1, 2001 for calendar year companies such as the Company. In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities - An Amendment of FASB Statement No. 133," which amended
certain provisions of SFAS No. 133. These new standards will significantly
change the accounting treatment of end-user derivative and foreign exchange
contracts used by the Company and its customers. Depending on the underlying
risk management strategy, these accounting changes could affect reported
earnings, assets, liabilities, and stockholder's equity. As a result, the
Company and the customers to which it provides derivatives and foreign exchange
products will have to reconsider their risk management strategies, since the new
standard will not reflect the results of many of those strategies in the same
manner as current accounting practice. The Company continues to evaluate the
potential impact of implementing these new accounting standards, which will
depend, among other things, on additional interpretations of the standards prior
to the effective date.


                                                                              29
<PAGE>

3. Business Segment Information

The following table presents certain information regarding the Company's
industry segments:

<TABLE>
<CAPTION>
                                                 Total Revenues, Net                               Net
                                                 of Interest Expense      Income Taxes       Income (Loss)(1)(2) Identifiable Assets
                                                 -----------------------------------------------------------------------------------
                                                                  Three Months Ended June 30,                   June 30,   Dec. 31,
In millions of dollars                           --------------------------------------------------------------
  except identifiable assets in billions           2000     1999 (3)     2000    1999 (3)     2000    1999 (3)    2000     1999 (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>          <C>        <C>     <C>        <C>        <C>         <C>
Global Consumer                                    $4,515    $4,183       $525       $406    $  880     $  664     $182        $167
Global Corporate Bank                               2,540     2,135        363        260       632        430      193         177
Global Investment Management
  and Private Banking                                 502       383         53         40        88         67       27          25
Investment Activities                                 359       233        125         75       215        141       11          11
Corporate/Other                                       (65)       70        (73)       (25)     (148)       (48)      11           9
                                                 -----------------------------------------------------------------------------------
Total                                              $7,851    $7,004       $993       $756    $1,667     $1,254     $424        $389
-------------------------------------------------===================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                      Total Revenues, Net                               Net
                                                                      of Interest Expense      Income Taxes      Income (Loss)(1)(2)
                                                                      --------------------------------------------------------------
                                                                                        Six Months Ended June 30,
In millions of dollars                                                --------------------------------------------------------------
  except identifiable assets in billions                                 2000     1999 (3)    2000     1999 (3)     2000    1999 (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>        <C>        <C>       <C>        <C>
Global Consumer                                                        $ 9,088    $ 8,213    $1,030     $  786    $1,732     $1,285
Global Corporate Bank                                                    4,989      4,396       722        554     1,264        928
Global Investment Management and Private Banking                           979        759       101         77       170        130
Investment Activities                                                    1,590        356       565        112       982        213
Corporate/Other                                                            (95)       120      (213)       (49)     (336)       (98)
                                                                      --------------------------------------------------------------
Total                                                                  $16,551    $13,844    $2,205     $1,480    $3,812     $2,458
----------------------------------------------------------------------==============================================================
</TABLE>

(1)   Results in the 2000 second quarter and six-month periods reflect after-tax
      restructuring-related (credits) charges of ($10) million and ($6) million
      in Global Consumer and $17 million and $25 million in Corporate/Other,
      respectively, ($3) million in both periods in Global Corporate Bank, and
      ($1) million in both periods in Global Investment Management and Private
      Banking. The 1999 second quarter and six-month results reflect after-tax
      restructuring-related charges of $18 million and $56 million in Global
      Consumer, $3 million and $7 million in Global Corporate Bank, and $8
      million and $16 million in Corporate/Other, respectively.
(2)   Results in the 2000 second quarter and six-month periods include pretax
      provisions for credit losses in Global Consumer of $577 million and $1.182
      billion, in the Global Corporate Bank of $131 million and $255 million,
      and in the Global Investment Management and Private Banking of $3 million
      and $25 million, respectively. The 1999 second quarter and six-month
      period results reflect pretax provisions for credit losses in Global
      Consumer of $677 million and $1.286 billion, in Global Corporate Bank of
      $111 million and $223 million, and in Global Investment Management and
      Private Banking of $2 million and $10 million, respectively.
(3)   Reclassified to conform to the current period's presentation.
--------------------------------------------------------------------------------

4. Securities

<TABLE>
<CAPTION>
                                                                                                      June 30,        December 31,
In millions of dollars                                                                                  2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>               <C>
Securities Available for Sale, at Fair Value                                                          $45,259           $46,403
Short-term and Other                                                                                      119               189
                                                                                                  ----------------------------------
Available for Sale and Short-term and Other                                                           $45,378           $46,592
                                                                                                  ==================================
Venture Capital, at Fair Value (1)                                                                    $ 5,256           $ 4,160
--------------------------------------------------------------------------------------------------==================================
</TABLE>

(1)   For the six months ended June 30, 2000, net gains on investments held by
      venture capital subsidiaries totaled $1.59 billion, of which $1.50 billion
      and $274 million represented gross unrealized gains and losses,
      respectively. For the six months ended June 30, 1999, net gains on
      investments held by venture capital subsidiaries totaled $333 million, of
      which $342 million and $265 million represented gross unrealized gains and
      losses, respectively.
--------------------------------------------------------------------------------


30
<PAGE>

<TABLE>
<CAPTION>
                                                                      June 30, 2000                         December 31, 1999(1)
                                                 -----------------------------------------------------------------------------------
                                                                       Gross         Gross
                                                     Amortized    Unrealized    Unrealized                   Amortized
In millions of dollars                                    Cost         Gains        Losses    Fair Value          Cost    Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>             <C>        <C>           <C>           <C>
Securities Available for Sale
U.S. Treasury and Federal Agency                       $ 8,029        $   31          $203       $ 7,857       $ 8,824       $ 8,636
State and Municipal                                      3,755           185            81         3,859         3,534         3,572
Foreign Government                                      21,564           415           221        21,758        23,901        24,055
U.S. Corporate                                           3,154            74           185         3,043         3,009         2,892
Other Debt Securities                                    4,412            36            32         4,416         3,279         3,297
Equity Securities (2)                                    3,726           712           112         4,326         3,251         3,951
                                                 -----------------------------------------------------------------------------------
                                                       $44,640        $1,453          $834       $45,259       $45,798       $46,403
-------------------------------------------------===================================================================================

Securities Available for Sale Include --
   Mortgage-Backed Securities                           $5,190            $8          $188        $5,010        $5,258        $5,074
-------------------------------------------------===================================================================================
</TABLE>

(1)   At December 31, 1999, gross unrealized gains and losses on securities
      available for sale totaled $1.6 billion and $995 million, respectively.
(2)   Includes non-marketable equity securities carried at cost, which are
      reported in both the amortized cost and fair value columns.
--------------------------------------------------------------------------------

5. Trading Account Assets and Liabilities

<TABLE>
<CAPTION>
                                                                                                      June 30,          Dec. 31,
In millions of dollars                                                                                  2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>               <C>
Trading Account Assets
U.S. Treasury and Federal Agency Securities                                                           $   316           $   131
Foreign Government, Corporate and Other Securities                                                     15,394            10,627
Derivative and Foreign Exchange Contracts (1)                                                          16,671            20,782
                                                                                                  ----------------------------------
                                                                                                      $32,381           $31,540
--------------------------------------------------------------------------------------------------==================================
Trading Account Liabilities
Securities Sold, Not Yet Purchased                                                                    $ 3,525           $ 4,391
Derivative and Foreign Exchange Contracts (1)                                                          19,116            23,038
                                                                                                  ----------------------------------
                                                                                                      $22,641           $27,429
--------------------------------------------------------------------------------------------------==================================
</TABLE>

(1)   Net of master netting agreements and securitization.
--------------------------------------------------------------------------------

6. Restructuring-Related Items

During the 2000 second quarter, Citicorp recorded restructuring charges of $22
million, including $17 million (the 2000 charge) relating to new initiatives in
the Global Consumer business and in Corporate/Other, as well as additional
severance charges of $5 million as a result of the continuing implementation of
1998 restructuring initiatives. The 2000 charge is solely related to employee
severance costs associated with the downsizing of various functions. These
initiatives will be fully implemented during 2000.

In 1999, Citicorp recorded restructuring charges of $131 million, including $82
million (the 1999 charge) of exit costs associated with new initiatives in the
Global Consumer business primarily related to the reconfiguration of certain
branch operations outside the U.S., the downsizing of certain marketing
operations, and the exit of a non-strategic business, as well as additional
severance charges of $49 million as a result of the continuing implementation of
1998 restructuring initiatives. The 1999 charge included $62 million related to
employee severance, $14 million related to exiting leasehold and other
contractual obligations, and $6 million related to the write-down to estimated
salvage value of assets that were available for immediate disposal. The $62
million portion of the charge related to employee severance reflects the costs
of eliminating approximately 750 positions. The 1999 restructuring charge was
fully utilized as of June 30, 2000.

In December 1998, Citicorp recorded a restructuring charge of $1.008 billion,
reflecting exit costs associated with business improvement and integration
initiatives. These initiatives were substantially completed at June 30, 2000.
The charge included $666 million related to employee severance for the
elimination of approximately 10,700 positions, after considering attrition and
redeployment within the Company. The overall workforce reduction, net of
anticipated rehires to fill relocated positions, was expected to be
approximately 9,200 positions worldwide. The charge also included $312 million
related to exiting leasehold and other contractual obligations, and $30 million
related to the write-down to estimated salvage value of assets that were
available for immediate disposal.

The implementation of these restructuring initiatives also caused certain
related premises and equipment assets to become redundant. The remaining
depreciable lives of these assets were shortened, and accelerated depreciation
charges (in addition to normal scheduled depreciation on these assets) is being
recognized over these shortened lives. Accelerated depreciation of $29 million
and $49 million


                                                                              31
<PAGE>

was recorded in the 2000 second quarter and six months, respectively.
Accelerated depreciation of $47 million and $126 million was recorded during the
1999 second quarter and six months, respectively.

In 1997, Citicorp recorded a restructuring charge of $880 million related to
cost-management programs and customer service initiatives to improve operational
efficiency and productivity. The 1997 restructuring reserve was fully utilized
as of December 31, 1999.

The status of the restructuring initiatives is summarized in the following
table.

Restructuring Initiatives Activity

<TABLE>
<CAPTION>
                                                                            Restructuring Initiatives
                                             ---------------------------------------------------------------------------------------
In millions of dollars                             2000              1999              1998             1997             Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                  <C>               <C>            <C>                <C>             <C>
Restructuring Charges                                $17               $82            $1,008             $880            $1,987
Additional Severance Charges                           -                 -                54                -                54
Utilization (1)                                       (7)              (82)             (894)            (803)           (1,786)
Changes in Estimates                                   -                 -              (165)             (77)             (242)
                                             ---------------------------------------------------------------------------------------
Balance at June 30, 2000                             $10               $ -            $    3             $  -            $   13
---------------------------------------------=======================================================================================
</TABLE>

(1)   Utilization amounts include translation effects on the restructuring
      reserve.
--------------------------------------------------------------------------------

The 1999 restructuring reserve utilization included $6 million related to the
write-down to estimated salvage value of assets available for immediate
disposal, as well as $76 million of severance and other exit costs (of which $21
million related to employee severance and $12 million related to leasehold and
other exit costs have been paid in cash and $43 million is legally obligated),
together with translation effects. Utilization, including translation effects,
was $44 million and $51 million in the 2000 second quarter and six months,
respectively. Through June 30, 2000, approximately 750 gross staff positions
have been eliminated under these programs, including 590 in the 2000 second
quarter.

The 1998 restructuring reserve utilization includes $30 million of non-cash
charges for equipment and premises write-downs as well as $824 million of
severance and other exit costs, occurring primarily in 1999 (of which $465
million related to employee severance and $172 million related to leasehold and
other exit costs have been paid in cash and $187 million is legally obligated),
together with translation effects. Utilization, including translation effects,
was $81 million and $156 million in the 2000 second quarter and six months,
respectively. Through June 30, 2000, approximately 6,900 gross staff positions
have been eliminated under these programs, including 800 in the 2000 second
quarter.

Changes in estimates are attributable to facts and circumstances arising
subsequent to an original restructuring charge. During the 2000 second quarter
and the second half of 1999, changes in estimates resulted in reductions of $44
million and $121 million, respectively, in the reserve for 1998 restructuring
initiatives, attributable to lower than anticipated costs of implementing
certain projects and a reduction in the scope of certain initiatives. Changes in
estimates related to the 1997 restructuring initiatives resulted in a reduction
of $77 million attributable to lower severance costs due to higher than
anticipated levels of attrition and redeployment within the Company, and other
unforeseen changes including those resulting from the merger with Travelers
Group Inc.

Additional information about restructuring-related items, including the business
segments affected, may be found in the 1999 Annual Report on Form 10-K.


32
<PAGE>

7. Derivative and Foreign Exchange Contracts

The table below presents the aggregate notional principal amounts of Citicorp's
outstanding derivative and foreign exchange contracts at June 30, 2000 and
December 31, 1999, along with the related balance sheet credit exposure.
Additional information concerning Citicorp's derivative and foreign exchange
products and activities, including a description of accounting policies, and
credit and market risk management process is provided in the 1999 Annual Report
on Form 10-K.

<TABLE>
<CAPTION>
                                                                                                              Balance Sheet
                                                                        Notional Principal Amounts       Credit Exposure (1)(2)
                                                                      --------------------------------------------------------------
                                                                         June 30,        Dec. 31,        June 30,       Dec. 31,
In billions of dollars                                                     2000            1999            2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>                <C>            <C>
Interest Rate Products                                                  $2,591.1        $1,827.7           $ 1.6          $ 4.0
Foreign Exchange Products                                                2,027.7         1,733.0            10.8           11.8
Equity Products                                                            101.1            86.8             3.2            4.5
Commodity Products                                                          20.8            21.3             0.8            0.2
Credit Derivative Products                                                  48.3            41.9             0.3            0.3
                                                                                                      ------------------------------
                                                                                                           $16.7          $20.8
------------------------------------------------------------------------------------------------------==============================
</TABLE>

(1)   There is no balance sheet credit exposure for futures contracts because
      they settle daily in cash, and none for written options because they
      represent obligations (rather than assets) of Citicorp.
(2)   The balance sheet credit exposure reflects $29.3 billion and $26.8 billion
      of master netting agreements in effect at June 30, 2000 and December 31,
      1999, respectively. Master netting agreements mitigate credit risk by
      permitting the offset of amounts due from and to individual counterparties
      in the event of counterparty default. In addition, Citibank has
      securitized and sold net receivables, and the associated credit risk
      related to certain derivative and foreign exchange contracts via Markets
      Assets Trust, which amounted to $2.5 billion at June 30, 2000 and $2.2
      billion at December 31, 1999.
--------------------------------------------------------------------------------

The tables below provide data on the notional principal amounts and maturities
of end-user (non-trading) derivatives, along with additional data on end-user
interest rate swaps and net purchased option positions at the end of the second
quarter 2000.

End-User Derivative Interest Rate and Foreign Exchange Contracts

<TABLE>
<CAPTION>
                                                   Notional Principal
                                                          Amounts (1)                    Percentage of June 30, 2000 Amount Maturing
                                                 -----------------------------------------------------------------------------------
                                                  June 30,   Dec. 31,     Within      1 to       2 to      3 to       4 to     After
In billions of dollars                                2000       1999     1 Year   2 Years    3 Years   4 Years    5 Years   5 Years
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
Interest Rate Products
   Futures Contracts                                  $14.6      $6.8      100%        -%        -%         -%        -%         -%
   Forward Contracts                                    2.8       3.8      100         -         -          -         -          -
   Swap Agreements                                     96.7      89.7       32        18        12         10         7         21
   Option Contracts                                     7.9       7.0       16        27         -          3        43         11
Foreign Exchange Products
   Futures and Forward Contracts                       84.3      48.2       98         1         1          -         -          -
   Cross-Currency Swaps                                 3.9       4.6       16        24        41          5         1         13
Credit Derivative Products                             29.1      29.2        3         3         7          6        31         50
-------------------------------------------------===================================================================================
</TABLE>

(1)   Includes third-party and intercompany contracts.
--------------------------------------------------------------------------------

End-User Interest Rate Swaps and Net Purchased Options as of June 30, 2000

<TABLE>
<CAPTION>
                                                                                    Remaining Contracts Outstanding --
                                                                                        Notional Principal Amounts
                                                                      --------------------------------------------------------------
In billions of dollars                                                    2000       2001      2002       2003      2004       2005
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>       <C>        <C>       <C>        <C>
Receive Fixed Swaps                                                      $57.4      $45.9     $38.7      $29.7     $21.5      $15.5
Weighted-Average Fixed Rate                                                6.3%       6.4%      6.4%       6.5%      6.7%       6.7%
Pay Fixed Swaps                                                           27.8       18.4       9.3        7.1       5.7        4.9
Weighted-Average Fixed Rate                                                6.3%       6.2%      6.3%       6.3%      6.2%       6.3%
Basis Swaps                                                               11.5        1.2       0.2        0.2       0.2        0.1
Purchased Floors                                                           5.6        4.4       2.8        2.8       2.8        0.1
Weighted-Average Floor Rate Purchased                                      6.2%       6.2%      7.3%       7.3%      7.3%       5.8%
Written Caps Related to Other Purchased Caps (1)                           2.3        2.2       1.7        1.7       1.5        0.8
Weighted-Average Cap Rate Written                                          9.8%       9.8%     10.6%      10.6%     10.7%      10.5%
------------------------------------------------------------------------------------------------------------------------------------
Three-Month Forward LIBOR Rates (2)                                        6.8%       7.1%      7.1%       7.1%      7.1%       7.3%
----------------------------------------------------------------------==============================================================
</TABLE>

(1)   Includes written options related to purchased options embedded in other
      financial instruments.
(2)   Represents the implied forward yield curve for three-month LIBOR as of
      June 30, 2000, provided for reference.
--------------------------------------------------------------------------------


                                                                              33
<PAGE>

8. Contingencies

In the ordinary course of business, the Company is a defendant or co-defendants
in various litigation matters. Although there can be no assurances, the Company
believes, based on information currently available, that the ultimate resolution
of these legal proceedings would not be likely to have a material adverse effect
on its results of operations, financial condition or liquidity.

9. Guaranteed Subsidiary Debt

Citicorp guarantees all outstanding long-term debt of CitiFinancial Credit
Company (CCC), an indirect wholly owned subsidiary. In addition, Citicorp
guarantees the obligations of CCC under its committed and available five-year
revolving credit facilities under which no borrowings are currently outstanding.
Under these facilities, which expire in 2002, CCC can borrow up to $3.4 billion.
Citicorp is required to maintain a certain level of adjusted consolidated net
worth (as defined in the agreements). At June 30, 2000, this requirement was
exceeded by approximately $14.4 billion. CCC's results are reflected in the
North America Cards, CitiFinancial and Corporate/Other segments and are fully
consolidated in Citicorp's financial statements. Citicorp has not presented
separate financial statements and other disclosures concerning CCC because
management has determined that such information is not material to holders of
CCC's debt securities. The following is summarized legal vehicle financial
information for CCC.

Summarized Balance Sheet

<TABLE>
<CAPTION>
                                                                                                      June 30,        December 31,
In millions of dollars                                                                                  2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>               <C>
Consumer loans, net of unearned income                                                                $18,881           $17,601
Allowance for credit losses                                                                              (444)             (433)
                                                                                                  ----------------------------------
     Total loans, net                                                                                  18,437            17,168
Other assets                                                                                            4,007             3,379
                                                                                                  ----------------------------------
Total assets                                                                                          $22,444           $20,547
--------------------------------------------------------------------------------------------------==================================
Due to Citicorp and affiliates                                                                        $14,112           $11,763
Purchased funds and other borrowings                                                                       60                67
Other liabilities                                                                                       1,828             1,931
Long-term debt                                                                                          5,150             5,700
Stockholder's equity                                                                                    1,294             1,086
                                                                                                  ----------------------------------
Total liabilities and stockholder's equity                                                            $22,444           $20,547
--------------------------------------------------------------------------------------------------==================================
</TABLE>

Summarized Income Statement

<TABLE>
<CAPTION>
                                                                  Three Months Ended June 30,         Six Months Ended June 30,
                                                               ---------------------------------------------------------------------
In millions of dollars                                               2000              1999             2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>               <C>              <C>               <C>
Total revenues, net of interest expense                               $480              $435             $944              $834
Operating expense                                                      217               188              436               366
Provision for credit losses                                            109               109              198               205
Net income                                                            $ 98              $ 87             $196              $166
---------------------------------------------------------------=====================================================================
</TABLE>


34
<PAGE>

--------------------------------------------------------------------------------
FINANCIAL DATA SUPPLEMENT
--------------------------------------------------------------------------------

AVERAGE BALANCES AND INTEREST RATES, Taxable Equivalent Basis - Quarterly (1)(2)

                                                       Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                       Average Volume            Interest Revenue/Expense        % Average Rate
                                             ---------------------------------------------------------------------------------------
                                                                                                                      1st     2nd
                                              2nd Qtr.    1st Qtr.   2nd Qtr.   2nd Qtr. 1st Qtr.  2nd Qtr. 2nd Qtr.  Qtr.    Qtr.
In millions of dollars                          2000        2000       1999       2000     2000      1999     2000    2000    1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>        <C>          <C>      <C>       <C>      <C>      <C>     <C>
Loans (net of unearned income) (3)
Consumer loans
     In U.S. offices                         $ 95,634    $ 87,838   $ 76,117     $2,528   $2,300    $1,992   10.63    10.53   10.50
     In offices outside the U.S. (4)           60,191      60,044     56,084      1,586    1,591     1,623   10.60    10.66   11.61
                                             ---------------------------------------------------------------
              Total consumer loans            155,825     147,882    132,201      4,114    3,891     3,615   10.62    10.58   10.97
                                             ---------------------------------------------------------------
Commercial loans
     In U.S. offices
         Commercial and industrial             19,658      15,806     14,840        374      298       306    7.65     7.58    8.27
         Mortgage and real estate                 916         923      1,447         21       18        28    9.22     7.84    7.76
         Lease financing                        5,214       3,393      2,994        105       58        45    8.10     6.88    6.03
     In offices outside the U.S. (4)           76,732      73,108     71,433      1,893    1,706     1,551    9.92     9.39    8.71
                                             ---------------------------------------------------------------
              Total commercial loans          102,520      93,230     90,714      2,393    2,080     1,930    9.39     8.97    8.53
                                             ---------------------------------------------------------------
              Total loans                     258,345     241,112    222,915      6,507    5,971     5,545   10.13     9.96    9.98
                                             ---------------------------------------------------------------
Federal funds sold and resale agreements
In U.S. offices                                 2,706       2,200      3,195         41       28        31    6.09     5.12    3.89
In offices outside the U.S. (4)                 2,792       2,535      3,148         58       44        66    8.36     6.98    8.41
                                             ---------------------------------------------------------------
    Total                                       5,498       4,735      6,343         99       72        97    7.24     6.12    6.13
                                             ---------------------------------------------------------------
Securities, at fair value
In U.S. offices
     Taxable                                   17,362      16,396     13,689        176      173       154    4.08     4.24    4.51
     Exempt from U.S. income tax                3,749       3,619      3,384         57       60        47    6.12     6.67    5.57
In offices outside the U.S. (4)                29,545      30,673     28,139        563      609       668    7.66     7.99    9.52
                                             ---------------------------------------------------------------
    Total                                      50,656      50,688     45,212        796      842       869    6.32     6.68    7.71
                                             ---------------------------------------------------------------
Trading account assets (5)
In U.S. offices                                 4,262       3,039      2,615         56       51        33    5.28     6.75    5.06
In offices outside the U.S. (4)                10,056       9,181      9,097        200      163       179    8.00     7.14    7.89
                                             ---------------------------------------------------------------
    Total                                      14,318      12,220     11,712        256      214       212    7.19     7.04    7.26
                                             ---------------------------------------------------------------
Loans held for sale, in U.S. offices            5,815       4,257      6,199        172      119       147   11.90    11.24    9.51
Deposits at interest with banks (4)            12,327      11,547     11,997        276      256       262    9.01     8.92    8.76
                                             ---------------------------------------------------------------
Total interest-earning assets                 346,959     324,559    304,378     $8,106   $7,474    $7,132    9.40     9.26    9.40
                                                                                ----------------------------------------------------
Non-interest-earning assets (5)                60,053      57,789     53,543
                                             -----------------------------------
Total assets                                 $407,012    $382,348   $357,921
------------------------------------------------------------------------------------------------------------------------------------
Deposits
In U.S. offices
     Savings deposits (6)                    $ 36,530    $ 34,974   $ 33,339     $  286   $  269    $  227    3.15     3.09    2.73
     Other time deposits                       15,844      13,295     11,370        226      150        95    5.74     4.54    3.35
In offices outside the U.S. (4)               188,323     181,554    166,572      2,686    2,384     2,245    5.74     5.28    5.41
                                             ---------------------------------------------------------------
    Total                                     240,697     229,823    211,281      3,198    2,803     2,567    5.34     4.91    4.87
                                             ---------------------------------------------------------------
Trading account liabilities (5)
In U.S. offices                                 1,389       1,999      1,333          7       12        11    2.03     2.41    3.31
In offices outside the U.S. (4)                 1,512       1,408        766          7        7         8    1.86     2.00    4.19
                                             ---------------------------------------------------------------
    Total                                       2,901       3,407      2,099         14       19        19    1.94     2.24    3.63
                                             ---------------------------------------------------------------
Purchased funds and other borrowings
In U.S. offices                                22,834      14,561     11,564        359      206       131    6.32     5.69    4.54
In offices outside the U.S. (4)                 8,414       8,231      9,593        267      258       332   12.76    12.61   13.88
                                             ---------------------------------------------------------------
    Total                                      31,248      22,792     21,157        626      464       463    8.06     8.19    8.78
                                             ---------------------------------------------------------------
Long-term debt
In U.S. offices                                21,496      21,495     22,194        357      359       319    6.68     6.72    5.77
In offices outside the U.S. (4)                 4,561       4,790      4,438         99      116       113    8.73     9.74   10.21
                                             ---------------------------------------------------------------
    Total                                      26,057      26,285     26,632        456      475       432    7.04     7.27    6.51
                                             ---------------------------------------------------------------
Total interest-bearing liabilities            300,903     282,307    261,169     $4,294   $3,761    $3,481    5.74     5.36    5.35
                                                                                ----------------------------------------------------
Demand deposits in U.S. offices                10,559       9,839     11,516
Other non-interest-bearing liabilities (5)     67,433      63,060     59,797
Total stockholder's equity                     28,117      27,142     25,439
                                             -----------------------------------
Total liabilities and stockholder's equity   $407,012    $382,348   $357,921
------------------------------------------------------------------------------------------------------------------------------------

NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS
In U.S. offices (7)                          $155,238    $137,282   $124,225     $1,901   $1,787    $1,726    4.93     5.24    5.57
In offices outside the U.S. (7)               191,721     187,277    180,153      1,911    1,926     1,925    4.01     4.14    4.29
                                             ---------------------------------------------------------------
Total                                        $346,959    $324,559   $304,378     $3,812   $3,713    $3,651    4.42     4.60    4.81
---------------------------------------------=======================================================================================
</TABLE>

(1)   The taxable equivalent adjustment is based on the U.S. federal statutory
      tax rate of 35%.
(2)   Interest rates and amounts include the effects of risk management
      activities associated with the respective asset and liability categories.
      See Note 7 of Notes to Consolidated Financial Statements.
(3)   Includes cash-basis loans.
(4)   Average rates reflect prevailing local interest rates including
      inflationary effects and monetary correction in certain countries.
(5)   The fair value carrying amounts of derivative and foreign exchange
      contracts are reported in non-interest-earning assets and other
      non-interest-bearing liabilities.
(6)   Savings deposits consist of Insured Money Market Rate accounts, NOW
      accounts, and other savings deposits.
(7)   Includes allocations for capital and funding costs based on the location
      of the asset.
--------------------------------------------------------------------------------


                                                                              35
<PAGE>

AVERAGE BALANCES AND INTEREST RATES, Taxable Equivalent Basis - Six Months(1)(2)

                                                       Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                       Average Volume         Interest Revenue/Expense         % Average Rate
                                                 -----------------------------------------------------------------------------------
                                                  Six Months    Six Months    Six Months    Six Months    Six Months    Six Months
In millions of dollars                               2000          1999          2000          1999          2000          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>            <C>           <C>               <C>           <C>
Loans (net of unearned income) (3)
Consumer loans
     In U.S. offices                             $ 91,736      $ 75,852       $ 4,828       $ 3,925           10.58         10.43
     In offices outside the U.S. (4)               60,118        55,511         3,177         3,147           10.63         11.43
                                                 --------------------------------------------------------
              Total consumer loans                151,854       131,363         8,005         7,072           10.60         10.86
                                                 --------------------------------------------------------
Commercial loans
     In U.S. offices
         Commercial and industrial                 17,731        15,133           672           603            7.62          8.04
         Mortgage and real estate                     920         1,667            39            69            8.52          8.35
         Lease financing                            4,304         2,942           163            91            7.62          6.24
     In offices outside the U.S. (4)               74,920        71,104         3,599         3,531            9.66         10.01
                                                 --------------------------------------------------------
              Total commercial loans               97,875        90,846         4,473         4,294            9.19          9.53
                                                 --------------------------------------------------------
              Total loans                         249,729       222,209        12,478        11,366           10.05         10.31
                                                 --------------------------------------------------------
Federal funds sold and resale agreements
In U.S. offices                                     2,453         4,205            69            82            5.66          3.93
In offices outside the U.S. (4)                     2,664         3,225           102           156            7.70          9.75
                                                 --------------------------------------------------------
    Total                                           5,117         7,430           171           238            6.72          6.46
                                                 --------------------------------------------------------
Securities, at fair value
In U.S. offices
     Taxable                                       16,879        13,450           349           292            4.16          4.38
     Exempt from U.S. income tax                    3,684         3,370           117            97            6.39          5.80
In offices outside the U.S. (4)                    30,109        27,743         1,172         1,638            7.83         11.91
                                                 --------------------------------------------------------
    Total                                          50,672        44,563         1,638         2,027            6.50          9.17
                                                 --------------------------------------------------------
Trading account assets (5)
In U.S. offices                                     3,650         2,263           107            63            5.90          5.61
In offices outside the U.S. (4)                     9,618         8,399           363           311            7.59          7.47
                                                 --------------------------------------------------------
    Total                                          13,268        10,662           470           374            7.12          7.07
                                                 --------------------------------------------------------
Loans held for sale, in U.S. offices                5,036         5,706           291           286           11.62         10.11
Deposits at interest with banks (4)                11,937        11,990           532           494            8.96          8.31
                                                 --------------------------------------------------------
Total interest-earning assets                     335,759       302,560       $15,580       $14,785            9.33          9.85
                                                                             -------------------------------------------------------
Non-interest-earning assets (5)                    58,921        55,319
                                                 ----------------------------
Total assets                                     $394,680      $357,879
------------------------------------------------------------------------------------------------------------------------------------
Deposits
In U.S. offices
     Savings deposits (6)                        $ 35,752      $ 33,174        $  555        $  449            3.12          2.73
     Other time deposits                           14,570        11,281           376           189            5.19          3.38
In offices outside the U.S. (4)                   184,938       163,561         5,070         4,794            5.51          5.91
                                                 --------------------------------------------------------
    Total                                         235,260       208,016         6,001         5,432            5.13          5.27
                                                 --------------------------------------------------------
Trading account liabilities (5)
In U.S. offices                                     1,694         1,557            19            25            2.26          3.24
In offices outside the U.S. (4)                     1,460           746            14            13            1.93          3.51
                                                 --------------------------------------------------------
    Total                                           3,154         2,303            33            38            2.10          3.33
                                                 --------------------------------------------------------
Purchased funds and other borrowings
In U.S. offices                                    18,697        12,967           565           292            6.08          4.54
In offices outside the U.S. (4)                     8,323         9,813           525           853           12.68         17.53
                                                 --------------------------------------------------------
    Total                                          27,020        22,780         1,090         1,145            8.11         10.14
                                                 --------------------------------------------------------
Long-term debt
In U.S. offices                                    21,495        22,686           716           649            6.70          5.77
In offices outside the U.S. (4)                     4,676         3,969           215           283            9.25         14.38
                                                 --------------------------------------------------------
    Total                                          26,171        26,655           931           932            7.15          7.05
                                                 --------------------------------------------------------
Total interest-bearing liabilities                291,605       259,754        $8,055        $7,547            5.55          5.86
                                                                             -------------------------------------------------------
Demand deposits in U.S. offices                    10,199        11,113
Other non-interest-bearing liabilities (5)         65,246        61,736
Total stockholder's equity                         27,630        25,276
                                                 ----------------------------
Total liabilities and stockholder's equity       $394,680      $357,879
------------------------------------------------------------------------------------------------------------------------------------

NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS
In U.S. offices (7)                              $146,260      $124,355        $3,688        $3,388            5.07          5.49
In offices outside the U.S. (7)                   189,499       178,205         3,837         3,850            4.07          4.36
                                                 --------------------------------------------------------
Total                                            $335,759      $302,560        $7,525        $7,238            4.51          4.82
-------------------------------------------------===================================================================================
</TABLE>

(1)   The taxable equivalent adjustment is based on the U.S. federal statutory
      tax rate of 35%.
(2)   Interest rates and amounts include the effects of risk management
      activities associated with the respective asset and liability categories.
      See Note 7 of Notes to Consolidated Financial Statements.
(3)   Includes cash-basis loans.
(4)   Average rates reflect prevailing local interest rates including
      inflationary effects and monetary correction in certain countries.
(5)   The fair value carrying amounts of derivative and foreign exchange
      contracts are reported in non-interest-earning assets and other
      non-interest-bearing liabilities.
(6)   Savings deposits consist of Insured Money Market Rate accounts, NOW
      accounts, and other savings deposits.
(7)   Includes allocations for capital and funding costs based on the location
      of the asset.
--------------------------------------------------------------------------------


36
<PAGE>

CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS

<TABLE>
<CAPTION>
                                                                                     June 30,         Dec. 31,          June 30,
In millions of dollars                                                                 2000             1999              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>              <C>               <C>
Commercial cash-basis loans
Collateral dependent (at lower of cost or collateral value) (1)                       $  172           $  200            $  148
Other                                                                                  1,428            1,162             1,341
                                                                                 ---------------------------------------------------
Total                                                                                 $1,600           $1,362            $1,489
---------------------------------------------------------------------------------===================================================
Commercial cash-basis loans
In U.S. offices                                                                       $  367           $  215            $  199
In offices outside the U.S.                                                            1,233            1,147             1,290
                                                                                 ---------------------------------------------------
Total                                                                                 $1,600           $1,362            $1,489
---------------------------------------------------------------------------------===================================================
Commercial renegotiated loans (in offices outside the U.S.)                              $27              $43               $50
---------------------------------------------------------------------------------===================================================
Consumer loans on which accrual of interest had been suspended
In U.S. offices                                                                       $  716           $  724            $  732
In offices outside the U.S.                                                            1,475            1,506             1,527
                                                                                 ---------------------------------------------------
Total                                                                                 $2,191           $2,230            $2,259
---------------------------------------------------------------------------------===================================================
Accruing loans 90 or more days delinquent (2)
In U.S. offices                                                                       $  771           $  732            $  598
In offices outside the U.S.                                                              397              452               472
                                                                                 ---------------------------------------------------
Total                                                                                 $1,168           $1,184            $1,070
---------------------------------------------------------------------------------===================================================
</TABLE>

(1)   A cash-basis loan is defined as collateral dependent when repayment is
      expected to be provided solely by the underlying collateral and there are
      no other available and reliable sources of repayment, in which case the
      loans are written down to the lower of cost or collateral value.
(2)   Substantially all consumer loans, of which $423 million, $379 million and
      $284 million are government-guaranteed student loans at June 30, 2000,
      December 31, 1999 and June 30, 1999, respectively.
--------------------------------------------------------------------------------

OTHER REAL ESTATE OWNED AND ASSETS PENDING DISPOSITION

<TABLE>
<CAPTION>
                                                                                     June 30,         Dec. 31,          June 30,
In millions of dollars                                                                 2000             1999              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>               <C>
Other real estate owned
Consumer (1)                                                                            $180             $204              $213
Commercial (1)                                                                           178              200               206
Corporate/Other                                                                            -                6                 -
                                                                                 ---------------------------------------------------
Total                                                                                   $358             $410              $419
---------------------------------------------------------------------------------===================================================
Assets pending disposition (2)                                                           $93              $86               $89
---------------------------------------------------------------------------------===================================================
</TABLE>

(1)   Represents repossessed real estate, carried at lower of cost or collateral
      value.
(2)   Represents consumer residential mortgage loans that have a high
      probability of foreclosure, carried at lower of cost or collateral value.
--------------------------------------------------------------------------------


                                                                              37
<PAGE>

DETAILS OF CREDIT LOSS EXPERIENCE

<TABLE>
<CAPTION>
                                                 2nd Qtr.          1st Qtr.          4th Qtr.         3rd Qtr.          2nd Qtr.
In millions of dollars                             2000              2000              1999             1999              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>              <C>               <C>
Allowance for credit losses
  at beginning of period                          $6,657            $6,679            $6,706           $6,743            $6,662
                                             ---------------------------------------------------------------------------------------

Provision for credit losses
Consumer                                             580               627               594              594               679
Commercial                                           131               124                92               38               111
                                             ---------------------------------------------------------------------------------------
                                                     711               751               686              632               790
                                             ---------------------------------------------------------------------------------------
Gross credit losses
Consumer
In U.S. offices                                      481               463               427              419               439
In offices outside the U.S.                          285               312               310              324               332
Commercial
In U.S. offices                                       56                49                28                9                 3
In offices outside the U.S.                           99                94               130               95               132
                                             ---------------------------------------------------------------------------------------
                                                     921               918               895              847               906
                                             ---------------------------------------------------------------------------------------
Credit recoveries
Consumer
In U.S. offices                                       89                74                54               66                70
In offices outside the U.S.                           82                73                82               79                70
Commercial
In U.S. offices                                        3                 8                11                1                 3
In offices outside the U.S.                           21                11                46               15                21
                                             ---------------------------------------------------------------------------------------
                                                     195               166               193              161               164
                                             ---------------------------------------------------------------------------------------
Net credit losses
In U.S. offices                                      445               430               390              361               369
In offices outside the U.S.                          281               322               312              325               373
                                             ---------------------------------------------------------------------------------------
                                                     726               752               702              686               742
                                             ---------------------------------------------------------------------------------------
Other-net (1)                                         94               (21)              (11)              17                33
                                             ---------------------------------------------------------------------------------------
Allowance for credit losses
  at end of period                                $6,736            $6,657            $6,679           $6,706            $6,743
---------------------------------------------=======================================================================================
Net consumer credit losses                          $595              $628              $601             $598              $631
As a percentage of average consumer loans           1.54%             1.71%             1.68%            1.74%             1.91%
------------------------------------------------------------------------------------------------------------------------------------
Net commercial credit losses                        $131              $124              $101              $88              $111
As a percentage of average commercial loans         0.51%             0.53%             0.43%            0.38%             0.49%
---------------------------------------------=======================================================================================
</TABLE>

(1)   Primarily includes foreign currency translation effects and the addition
      of allowance for credit losses related to acquisitions.
--------------------------------------------------------------------------------


38
<PAGE>

                           Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K.

(a)     Exhibits

        See Exhibit Index.

(b)     Reports on Form 8-K

        On April 18, 2000, the Company filed a Current Report on Form 8-K, dated
        April 17, 2000, reporting under Item 5 thereof the summarized results of
        operations of Citicorp and its subsidiaries for the quarter ended March
        31, 2000.

        No other reports on Form 8-K were filed during the second quarter of
        2000; however, on July 21, 2000, the Company filed a Current Report on
        Form 8-K, dated July 19, 2000, reporting under Item 5 thereof the
        summarized results of operations of Citicorp and its subsidiaries for
        the quarter ended June 30, 2000.


                                                                              39
<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, thereunto duly authorized, on the 14th day of August, 2000.

                                            CITICORP
                                            (Registrant)


                                            By: /s/ Todd S. Thomson
                                            -----------------------
                                            Name: Todd S. Thomson
                                            Title: Chief Financial Officer
                                                   Principal Financial Officer


                                            By: /s/ Roger W. Trupin
                                            -----------------------
                                            Name: Roger W. Trupin
                                            Title: Vice President and Controller


40
<PAGE>

                                  Exhibit Index

Exhibit
Number      Description of Exhibit
-------     ----------------------

3.01        Citicorp's Certificate of Incorporation (incorporated by reference
            to Exhibit 3(i) to Citicorp's Post-Effective Amendment No. 1 to
            Registration Statement on Form S-3, File No. 333-21143, filed on
            October 8, 1998).

3.02        Citicorp's By-Laws (incorporated by reference to Exhibit 3.02 to
            Citicorp's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999, File No. 1-5738).

12.01       Computation of Ratio of Earnings to Fixed Charges.

12.02       Computation of Ratio of Earnings to Fixed Charges (including
            preferred stock dividends).

27.01       Financial Data Schedule.

The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of Citicorp does not exceed 10% of the total
assets of Citicorp and its consolidated subsidiaries. Citicorp will furnish
copies of any such instrument to the Securities and Exchange Commission upon
request.


                                                                              41