SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
   For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                   (Mark One)

       |X| Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the fiscal year ended December 31, 1999

                                       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            (Zip Code)
                  executive offices)

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

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
Citicorp Capital III 7.10%             New York Stock Exchange
Capital Securities
(and Registrant's guarantee
obligations with respect thereto)

Securities registered pursuant to Section 12(g) of the Act: None

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 |_|.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|

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.

Documents Incorporated by Reference: None

                            REDUCED DISCLOSURE FORMAT

The Registrant meets the conditions set forth in General Instruction I (1)(a)
and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced
disclosure format.


                                       1
<PAGE>

                                    CITICORP

                           Annual Report on Form 10-K

                        For Year Ended December 31, 1999

--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

Form 10-K
Item Number                                                                 Page
                                                                            ----

Part I

1.  Business.................................................................3-7
2.  Properties.................................................................8
3.  Legal Proceedings..........................................................8
4.  Omitted Pursuant to General Instruction I.....................Not applicable

Part II

5.  Market for Registrant's Common Equity and
     Related Stockholder Matters...............................................8
6.  Omitted Pursuant to General Instruction I.....................Not applicable
7.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations..........................9-36
7A. Quantitative and Qualitative Disclosures About Market Risk................37
8   Financial Statements and Supplementary Data...............................37
9.  Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure...................................37

Part III

10-13. Omitted Pursuant to General Instruction I..................Not applicable

Part IV

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..........37
    Exhibit Index.............................................................38
    Signatures................................................................39
    Index to Consolidated Financial Statements...............................F-1


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<PAGE>

                                     PART I

Item 1. Business

                                   THE COMPANY

Citicorp, a diversified financial services company, conducts its activities
through Global Consumer, Global Corporate Bank, Global Investment Management and
Private Banking, and Investment Activities. Its staff of 115,200 (including
60,700 outside the U.S.) serves individuals, businesses, governments, and
financial institutions in 101 countries and territories. Citicorp, a U.S. bank
holding company, is the sole shareholder of Citibank, N.A. (Citibank), its major
subsidiary. As used in this Form 10-K, unless the context otherwise requires,
"Citicorp" and "the Company" refer to Citicorp and its consolidated
subsidiaries.

On October 8, 1998, Citicorp, which was incorporated in 1967, merged with and
into a newly formed, wholly-owned subsidiary of Travelers Group Inc.
(Travelers). Following the effectiveness of the merger, that subsidiary, which
was incorporated in 1998 under the laws of the state of Delaware, changed its
name to Citicorp, and Travelers changed its name to Citigroup Inc. (Citigroup).
Citigroup issued 1.698 billion shares (adjusted to reflect the three-for-two
stock split in Citigroup's common stock in May 1999) of its common stock in
exchange for all of the outstanding shares of Citicorp common stock. The merger
was accounted for under the pooling of interests method. Additionally, as of
October 8, 1998, the shares of Citicorp common stock held in treasury were
retired. The effect of these transactions was an elimination of Citicorp common
stock and Citicorp preferred stock, with an offsetting adjustment to surplus,
resulting in no change in the amount of Citicorp's total stockholder's equity.

On August 4, 1999, CitiFinancial Credit Company (formerly Commercial Credit
Company) (CCC), an indirect wholly-owned subsidiary of Citigroup, was
contributed to and became a subsidiary of Citicorp Banking Corporation, a
wholly-owned subsidiary of Citicorp. The consolidated financial statements give
retroactive effect to the contribution as a combination of entities under common
control in a transaction accounted for in a manner similar to the pooling of
interests method.

Citicorp is authorized to issue 10,000 shares of common stock, par value $.01
each, of which 1,000 shares are outstanding, and 1,000 shares of preferred
stock, par value $1.00 each, of which none are outstanding. Citigroup owns all
the outstanding shares of Citicorp common stock.

Citigroup, the Company's parent, is a diversified holding company whose
businesses provide a broad range of financial services to consumer and corporate
customers in 101 countries and territories. Citigroup's activities are conducted
through Global Consumer, Global Corporate and Investment Bank, Global Investment
Management and Private Banking, and Investment Activities. The periodic reports
of Citigroup provide additional business and financial information concerning
that company and its consolidated subsidiaries.

Citicorp is regulated under the Bank Holding Company Act of 1956 (the BHC Act)
and is subject to examination by the Board of Governors of the Federal Reserve
System (the FRB). Citibank is a member of the Federal Reserve System and is
subject to regulation and examination by the Office of the Comptroller of the
Currency (the OCC).

Global Consumer

Global Consumer delivers a wide array of banking, lending, and investment
services, including the issuance of credit and charge cards, in 52 countries and
territories. Global Consumer creates products and platforms to meet the
expanding needs of the world's growing middle class.

Citibanking North America delivers banking, lending, and investment services to
customers through 370 branches and through electronic delivery systems. Through
its Mortgage Banking unit, Global Consumer originates and services mortgages and
student loans for customers across North America.

The Cards unit offers products such as MasterCard and VISA, and Diners Club
across North America. As of December 31, 1999, the U.S. bankcards business had
41 million accounts and $74 billion of managed receivables, which represented
approximately 16% of the U.S. credit card receivables market. New accounts are
primarily acquired through direct marketing efforts, portfolio acquisitions, and
over the Internet.


                                       3
<PAGE>

The CitiFinancial unit of Global Consumer provides community-based lending
services through its branch network system. As of December 31, 1999,
CitiFinancial maintained 1,174 loan offices in 47 states and Canada, including
19 servicing centers for $.M.A.R.T. loans(R) and $.A.F.E.(R) loans sold through
the independent agents (the Primerica sales force) of Primerica Financial
Services (Primerica), a subsidiary of Citigroup. Loans to consumers include real
estate-secured loans, unsecured and partially secured personal loans, and loans
to finance consumer goods purchases.

The International unit of Global Consumer provides full-service banking and
lending, including credit and charge cards, and investment services in Europe,
Middle East & Africa, Asia Pacific (including Japan and Australia), and Latin
America through more than 1,000 branches in 50 countries and territories.
Outside North America, Global Consumer has approximately 11 million credit and
charge card member accounts.

e-Citi is the business responsible for developing and implementing the Company's
Internet financial services products and e-commerce solutions. e-Citi's mission
is to build and deliver new forms of financial services that meet the changing
needs of customers and to facilitate all aspects of e-commerce as it grows with
the new digital economy.

Global Corporate Bank

Global Corporate Bank serves corporations, financial institutions, governments,
and other participants in 100 countries and territories.

The Company has a long-standing presence in emerging markets, which include all
locations outside North America, Western Europe, and Japan. Emerging Markets
offers a wide array of products and services that help multinational and local
companies fulfill their financial goals or needs. The Company's Embedded Bank
and Emerging Local Corporate strategies focus on its plans to gain market share
in selected emerging market countries and to establish the Company as a local
bank as well as a leading international bank. The Company typically enters a
country to serve global customers, providing them with cash management, trade
services, short-term loans, and foreign-exchange services. Then, the Company
offers project finance, fixed-income issuance and trading and, later, introduces
securities custody, loan syndications, and derivatives services. Finally, as a
brand image is established and services for locally headquartered companies
become significant, consumer banking services may be offered.

Global Relationship Banking (GRB) provides banking and financial services to
multinational companies and their subsidiaries around the world. A dedicated
relationship team serves each parent company and its subsidiaries everywhere
they operate. Product offerings are determined by the demands of these
sophisticated customers. Core products include cash management, foreign
exchange, structured products, securities custody, trade services, derivatives,
and loan products.

Global Investment Management and Private Banking

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

Clients include private and public retirement plans, endowments, foundations,
banks, central banks, insurance companies, other corporations, government
agencies, and high net worth and other individuals. Client relationships may be
introduced through the cross marketing and distribution opportunities through
Citibank Global Asset Management's own sales force.

The Citibank Private Bank provides personalized wealth management services for
high net worth clients through 100 offices in 31 countries and territories,
generating fee and interest income from investment funds management and customer
trading activity, trust and fiduciary services, custody services, and banking
and lending activities. Its Relationship Managers and Product Specialists use
their knowledge about their clients' individual needs and goals to bring them an
array of personal wealth management services.

Corporate/Other

Corporate/Other includes net corporate treasury results, and corporate staff and
other corporate expenses.


                                       4
<PAGE>

Investment Activities

The Company's Investment Activities segment consists primarily of its venture
capital activities, the realized investment gains and losses 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.

The principal executive offices of the Company are located at 399 Park Avenue,
New York, New York 10043; telephone number (800) 285-3000.

Competition

Citicorp and its subsidiaries are subject to intense competition in all aspects
of their businesses from both bank and non-bank institutions that provide
financial services and, in some of their activities, from government agencies.

Regulation

Citicorp is a bank holding company within the meaning of the BHC Act and is
registered with, and subject to examination by, the FRB. Its subsidiary
depository institutions (the banking subsidiaries), including its principal bank
subsidiary, Citibank, are subject to supervision and examination by their
respective federal and state banking authorities. Its nationally chartered
subsidiary banks, including Citibank, are supervised and examined by the OCC;
its federal savings association subsidiaries are regulated by the Office of
Thrift Supervision (OTS); and its state-chartered depository institutions are
supervised by the banking departments within their respective states (New York,
Delaware and Utah), as well as the Federal Deposit Insurance Corporation (FDIC).
The FDIC also has back-up enforcement authority with respect to each of the
banking subsidiaries, the deposits of which are insured by the FDIC, up to
applicable limits. The Company also controls (either directly or indirectly)
overseas banks, branches, and agencies. In general, the Company's overseas
activities are regulated by the FRB and OCC, and are also regulated by
supervisory authorities of the host countries.

The Company's banking subsidiaries are also subject to requirements and
restrictions under federal, state and foreign law, including requirements to
maintain reserves against deposits, restrictions on the types and amounts of
loans that may be made and the interest that may be charged thereon, and
limitations on the types of investments that may be made and the types of
services that may be offered. Various consumer laws and regulations also affect
the operations of the Company's banking subsidiaries.

The activities of U.S. bank holding companies are generally limited to the
business of banking, managing or controlling banks, and other activities that
the FRB determines to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. In addition, under the
Gramm-Leach-Bliley Act (the GLB Act), which became effective in most significant
respects on March 11, 2000, bank holding companies, such as the Company, all of
whose controlled depository institutions are "well capitalized" and "well
managed", as defined in Federal Reserve Regulation Y, and which obtain
satisfactory Community Reinvestment Act ratings, will have the ability to
declare themselves to be "financial holding companies" and engage in a broader
spectrum of activities than those generally permitted, including insurance
underwriting and brokerage (including annuities), and underwriting and dealing
securities without a revenue limit and without limits on the amounts of equity
securities it may hold in conducting its underwriting and dealing activities.
The Company anticipates that its declaration to become a financial holding
company will become effective shortly after the effective date of the GLB Act.
Financial holding companies that do not continue to meet all of the requirements
for such status will, depending on which requirement they fail to meet, face not
being able to undertake new activities or acquisitions that are financial in
nature, or losing their ability to continue those activities that are not
generally permissible for bank holding companies.

Section 20 of the Glass-Steagall Act, which prohibited a member bank of the
Federal Reserve System, such as Citibank, from being affiliated with a company
that is principally engaged in underwriting and dealing in securities, was
repealed, effective March 11, 2000, as part of the GLB Act. Accordingly, the
Company will be permitted to operate without regard to revenue limits on the
"ineligible" securities activities of its affiliates' securities businesses. The
repeal of Section 20 will also permit the Company's securities affiliates to
organize, sponsor, distribute, and advise open-end mutual funds in the United
States, as well as outside the United States.

Under the BHC Act, nonbank acquisitions in the U.S. have generally been limited
to 5% of voting shares unless the FRB determines that the acquisition is so
closely related to banking as to be a proper incident to banking or managing or


                                       5
<PAGE>

controlling banks. Under the GLB Act, financial holding companies will be able
to make acquisitions in companies that engage in activities that are financial
in nature, both in the U.S. and outside of the United States. No prior approval
of the FRB will be required for such acquisitions, although it is possible that
the FRB will issue regulations imposing some limitations or conditions on such
acquisitions. In addition, under a new merchant banking authority added by the
GLB Act, financial holding companies will be authorized to invest in companies
that engage in activities that are not financial in nature, as long as the
financial holding company makes its investment with the intention of limiting
the investment in duration, does not manage the company on a day-to-day basis,
and the investee company does not cross-market with any of the financial holding
company's controlled depository institutions. This authority applies to
investments both in the U.S. and outside the United States. It is possible that
regulations interpreting and conditioning this authority may be promulgated.
Bank holding companies will also retain their authority, subject to prior
specific or general FRB consent, to acquire less than 20 percent of the voting
securities of a company that does not do business in the United States, and 20
percent or more of the voting securities of any such company if the FRB finds by
regulation or order that its activities are usual in connection with banking or
finance outside the United States. In general, bank holding companies that are
not financial holding companies may engage in a broader range of activities
outside the United States than they may engage in inside the United States,
including sponsoring, distributing, and advising open-end mutual funds, and
underwriting and dealing in debt and, to a limited extent, equity securities,
subject to local country laws.

Subject to certain limitations and restrictions, a U.S. bank holding company,
with the prior approval of the FRB, may acquire an out-of-state bank. Banks in
states that do not prohibit out-of-state mergers may merge with the approval of
the appropriate federal bank regulatory agency. A national or state bank may
establish a de novo branch out of state if such branching is expressly permitted
by the other state. A federal savings association is generally permitted to open
a de novo branch in any state.

Outside the U.S., subject to certain requirements for prior FRB consent or
notice, the Company may acquire banks and Citibank may establish branches
subject to local laws and to U.S. laws prohibiting companies from doing business
in certain countries.

The Company's earnings and activities are affected by legislation, by actions of
its regulators, and by local legislative and administrative bodies and decisions
of courts in the foreign and domestic jurisdictions in which the Company and its
subsidiaries conduct business. For example, these include limitations on the
ability of certain subsidiaries to pay dividends to their intermediate holding
companies and on the abilities of those holding companies to pay dividends to
the Company (see Note 25 of Notes to Consolidated Financial Statements). It is
the policy of the FRB that bank holding companies should pay cash dividends on
common stock only out of income available over the past year and only if
prospective earnings retention is consistent with the organization's expected
future needs and financial condition. The policy provides that bank holding
companies should not maintain a level of cash dividends that undermines the bank
holding company's ability to serve as a source of strength to its banking
subsidiaries.

Various federal and state statutory provisions limit the amount of dividends
that subsidiary banks and savings associations can pay to their holding
companies without regulatory approval. In addition to these explicit
limitations, the federal regulatory agencies are authorized to prohibit a
banking subsidiary or bank holding company from engaging in an unsafe or unsound
banking practice. Depending upon the circumstances, the agencies could take the
position that paying a dividend would constitute an unsafe or unsound banking
practice.

Numerous other federal and state laws also affect the Company's earnings and
activities including federal and state consumer protection laws. Legislation may
be enacted or regulation imposed in the U.S. or its political subdivisions, or
in any other jurisdiction in which the Company does business, to further
regulate banking and financial services or to limit finance charges or other
fees or charges earned in such activities. There can be no assurance whether any
such legislation or regulation will place additional limitations on the
Company's operations or adversely affect its earnings.

There are various legal restrictions on the extent to which a bank holding
company and certain of its nonbank subsidiaries can borrow or otherwise obtain
credit from banking subsidiaries or engage in certain other transactions with or
involving those banking subsidiaries. In general, these restrictions require
that any such transactions must be on terms that would ordinarily be offered to
unaffiliated entities and secured by designated amounts of specified collateral.
Transactions between a banking subsidiary and the holding company or any nonbank
subsidiary are limited to 10 percent of the banking subsidiary's capital stock
and surplus, and as to the holding company and all such nonbank subsidiaries in
the aggregate, to 20 percent of the bank's capital stock and surplus.

The Company's right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a liquidation
or other


                                       6
<PAGE>

resolution of an insured depository institution, the claims of depositors and
other general or subordinated creditors are entitled to a priority of payment
over the claims of holders of any obligation of the institution to its
shareholders, including any depository institution holding company (such as the
Company) or any shareholder or creditor thereof.

In the liquidation or other resolution of a failed U.S. insured depository
institution, deposits in U.S. offices and certain claims for administrative
expenses and employee compensation are afforded a priority over other general
unsecured claims, including deposits in offices outside the U.S., non-deposit
claims in all offices, and claims of a parent such as the Company. Such priority
creditors would include the FDIC, which succeeds to the position of insured
depositors.

A financial institution insured by the FDIC that is under common control with a
failed or failing FDIC-insured institution can be required to indemnify the FDIC
for losses resulting from the insolvency of the failed institution, even if this
causes the affiliated institution also to become insolvent. Any obligations or
liability owed by a subsidiary depository institution to its parent company is
subordinate to the subsidiary's cross-guarantee liability with respect to
commonly controlled insured depository institutions and to the rights of
depositors.

Under FRB policy, a bank holding company is expected to act as a source of
financial strength to each of its banking subsidiaries and commit resources to
their support. As a result of that policy, the Company may be required to commit
resources to its subsidiary banks in certain circumstances. However, under the
GLB Act, the FRB will not be able to compel a bank holding company to remove
capital from its regulated securities or insurance subsidiaries in order to
commit such resources to its subsidiary banks.

The Company and its U.S. insured depository institution subsidiaries are subject
to risk-based capital and leverage guidelines issued by U.S. regulators for
banks, savings associations, and bank holding companies. The regulatory agencies
are required by law to take specific prompt actions with respect to institutions
that do not meet minimum capital standards and have defined five capital tiers,
the highest of which is "well-capitalized." As of December 31, 1999, the
Company's bank and thrift subsidiaries, including Citibank, were "well
capitalized." See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" for capital analysis.

A bank is not required to repay a deposit at a branch outside the U.S. if the
branch cannot repay the deposit due to an act of war, civil strife, or action
taken by the government in the host country, unless the bank has expressly
agreed in writing to do so.

The GLB Act included the most extensive consumer privacy provisions ever enacted
by Congress. These provisions, among other things, require full disclosure of
the Company's privacy policy to consumers and mandate offering the consumer the
ability to "opt out" of having non-public customer information disclosed to
third parties. In addition, these provisions require the federal banking
regulators to adopt privacy regulations and permit the states to adopt more
extensive privacy protections through legislation or regulation. There can be no
assurance whether any such legislation or regulation will place additional
limitations on the Company's operations or adversely affect its earnings.

The earnings of the Company, Citibank, and their subsidiaries and affiliates are
affected by general economic conditions and the conduct of monetary and fiscal
policy by the U.S. government and by governments in other countries in which
they do business.

Legislation is from time to time introduced in Congress that may change banking
statutes and the operating environment of the Company and its banking
subsidiaries in substantial and unpredictable ways. The Company cannot determine
whether any such proposed legislation will be enacted and, if enacted, the
ultimate effect that any such potential legislation or implementing regulations
would have upon the financial condition or results of operations of the Company
or its subsidiaries.


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<PAGE>

Item 2. Properties

The principal offices of Citicorp and Citibank are located at 399 Park Avenue,
New York, New York, a 39-story building of which two-thirds is owned by
Citibank. Citibank also owns one third of Citigroup Center, a 59-story building
located at 153 East 53rd Street across Lexington Avenue from 399 Park Avenue.
Citicorp occupies all of the space it owns in both buildings. Citibank also owns
Citicorp at Court Square in Long Island City, New York and leases a building
located at 111 Wall Street in New York City, which are totally occupied by
Citicorp. In addition, Citicorp owns or leases U.S. real estate located in
Albuquerque, New Mexico; Chicago, Illinois; Hagerstown and Silver Spring,
Maryland; Los Angeles and San Francisco, California; New Castle, Delaware; Rio
Piedras, Puerto Rico; San Antonio, Texas; Sioux Falls, South Dakota; St. Louis,
Missouri; Tampa, Florida; and The Lakes, Nevada.

Outside the U.S., Citicorp owns or leases major corporate premises in various
cities throughout the world including: Bombay, India; Buenos Aires, Argentina;
Caracas, Venezuela; Dubai, United Arab Emirates; Dublin, Ireland; Dusseldorf and
Frankfurt, Germany; Paris, France; Milan, Italy; Hong Kong, China; Lewisham and
London, United Kingdom; Kuala Lumpur, Malaysia; Madrid, Spain; Manila,
Philippines; Mexico City, Mexico; Rio de Janeiro and Sao Paulo, Brazil;
Santiago, Chile; Taipei, Taiwan; Tokyo, Japan; and Warsaw, Poland.

Citicorp owns approximately 47% of the space Citicorp occupies worldwide.

Item 3. Legal Proceedings

In the ordinary course of business, Citicorp and its subsidiaries are defendants
or co-defendants in various litigation matters incidental to and typical of the
businesses in which they are engaged. In the opinion of the Company's
management, the ultimate resolution of these legal proceedings would not be
likely to have a material adverse effect on the Company and its subsidiaries'
results of operations, financial condition or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders

Pursuant to General Instruction I of Form 10-K, the information required by Item
4 is omitted.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Citigroup owns all of the outstanding common stock of Citicorp.

Item 6. Selected Financial Data

Pursuant to General Instruction I of Form 10-K, the information required by Item
6 is omitted.


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<PAGE>

Item 7. 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:

In millions of dollars                                   1999        1998 (1)
----------------------------------------------------------------------------
Global Consumer
Citibanking North America                             $   414        $   107
Mortgage Banking                                          231            212
Cards                                                   1,172            808
CitiFinancial (2)                                         392            222
----------------------------------------------------------------------------
   Total North America                                  2,209          1,349
----------------------------------------------------------------------------
Europe, Middle East & Africa                              327            225
Asia Pacific                                              443            383
Latin America                                             228            160
----------------------------------------------------------------------------
   Total International                                    998            768
----------------------------------------------------------------------------
e-Citi                                                   (179)          (141)
Other                                                     (80)           (79)
----------------------------------------------------------------------------
Total Global Consumer                                   2,948          1,897
----------------------------------------------------------------------------

Global Corporate Bank
Emerging Markets                                        1,190            748
Global Relationship Banking                               686            490
----------------------------------------------------------------------------
Total Global Corporate Bank                             1,876          1,238
----------------------------------------------------------------------------

Global Investment Management
  and Private Banking
Asset Management                                          (14)             5
Citibank Private Bank                                     278            251
----------------------------------------------------------------------------
Total Global Investment
  Management and
  Private Banking                                         264            256
----------------------------------------------------------------------------

Corporate/Other                                          (320)          (303)

Investment Activities                                     523            657

----------------------------------------------------------------------------
Core income                                             5,291          3,745
----------------------------------------------------------------------------

Restructuring-related items and
  merger-related costs, after-tax (3)                     (96)          (649)
----------------------------------------------------------------------------
Net income                                            $ 5,195        $ 3,096
------------------------------------------------------======================

(1)   Reclassified to conform to the 1999 presentation, including changes in
      capital and tax allocations among the segments.

(2)   On August 4, 1999, CitiFinancial Credit Company (formerly Commercial
      Credit Company) (CCC), an indirect wholly-owned subsidiary of Citigroup,
      became a subsidiary of Citicorp Banking Corporation, a wholly-owned
      subsidiary of Citicorp. CCC is consolidated in the results of Citicorp.
      Prior periods have been restated to reflect this reorganization. See Note
      22 of Notes to Consolidated Financial Statements.

(3)   The restructuring-related items and merger-related costs in the 1999
      period included $82 million of charges, $112 million of accelerated
      depreciation, and credits for the reversal of prior charges of $98
      million. The 1998 period included a charge of $632 million, credits for
      the reversal of prior charges of $24 million, and $41 million of
      merger-related costs. See Note 12 of Notes to Consolidated Financial
      Statements.
--------------------------------------------------------------------------------

INCOME ANALYSIS

The income analysis reconciles amounts shown on the Consolidated Statements of
Income on page F-3 to the basis presented in the business segment discussions.

In millions of dollars                                   1999            1998
-------------------------------------------------------------------------------
Total revenues,
  net of interest expense                              $ 28,148        $ 24,678
Effect of credit card
  securitization activity                                 2,269           2,187
                                                       ------------------------
Adjusted revenues,
  net of interest expense                                30,417          26,865
                                                       ------------------------
Total operating expenses                                 17,018          17,011
Restructuring-related items and
  merger-related costs                                     (154)         (1,011)
                                                       ------------------------
Adjusted operating expenses                              16,864          16,000
                                                       ------------------------
Provision for credit losses                               2,837           2,751
Effect of credit card
  securitization activity                                 2,269           2,187
                                                       ------------------------
Adjusted provision for
  credit losses                                           5,106           4,938
                                                       ------------------------
Core income before income taxes                           8,447           5,927
Taxes on core income                                      3,156           2,182
                                                       ------------------------
Core income                                               5,291           3,745
Restructuring-related items
  and merger-related costs, after-tax                       (96)           (649)
                                                       ------------------------
Net income                                             $  5,195        $  3,096
-------------------------------------------------------========================


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<PAGE>

RESULTS OF OPERATIONS

Citicorp reported 1999 core income of $5.291 billion, up $1.546 billion or 41%
from $3.745 billion in 1998. Core income excluded $96 million and $649 million
for after-tax restructuring-related items and merger-related costs in 1999 and
1998, respectively. See Note 12 of Notes to the Consolidated Financial
Statements for additional details on restructuring-related items. Net income was
$5.195 billion, up $2.099 billion or 68% from $3.096 billion in 1998. Core
income return on common equity was 20.76% compared to 16.59% for 1998.

Core income growth in 1999 reflected the strong contributions by most
businesses, particularly Global Consumer, which increased $1.051 billion or 55%.
Global Consumer core income growth in 1999 was led by North America, where Cards
improved $364 million or 45%, reflecting significant increases in U.S. bankcards
despite competitive pricing pressures; Citibanking North America increased $307
million or 287%, reflecting expense reduction initiatives, revenue growth, and
credit cost improvements; and CitiFinancial grew $170 million or 77%, reflecting
strong receivables growth in all major products, an improved credit environment,
and the 1999 acquisition of certain Associate First Capital branches. Core
income in the International businesses was up $230 million or 30%, reflecting
increases across all regions. Global Corporate Bank improved $638 million or
52%, led by increases of $442 million or 59% in Emerging Markets and $196
million or 40% in Global Relationship Banking (GRB) reflecting a rebound from
global economic turmoil in 1998, strong 1999 revenues, improved Emerging Markets
credit and lower GRB expenses. Excluding the 1998 Russia-related losses, core
income increase reflected strong Latin America revenue growth and improved
credit in Emerging Markets, and lower expenses combined with strong structured
products and global equities revenues in GRB. Global Investment Management and
Private Banking improved $8 million or 3%, reflecting improved revenue momentum,
which outpaced increases in expenses and the provision for credit losses.
Partially offsetting these increases was a decrease of $134 million or 20% in
Investment Activities, reflecting a decrease in realized gains from sales of
investments and net asset gains, partially offset by an increase in venture
capital revenues.

Adjusted revenues, net of interest expense of $30.4 billion in 1999, were up
$3.6 billion or 13% from $26.9 billion in 1998. Global Consumer revenues
increased strongly in almost all businesses, and were up $2.5 billion or 15% in
1999 to $19.4 billion, including acquisitions. The Global Consumer revenue
growth was led by a $1.5 billion or 13% increase in North America (Cards up $846
million or 12%) and a $976 million or 17% increase in International. Global
Corporate Bank revenues of $8.4 billion in 1999 were up $864 million or 11%
(Emerging Markets up $695 million or 19%, and GRB up $169 million or 4%).
Growth, excluding the 1998 economic turmoil, was primarily due to double-digit
revenue growth in loans, structured products and trade services in Emerging
Markets and due to structured products and global equities in GRB. Global
Investment Management and Private Banking revenues of $1.6 billion grew $82
million or 6% in 1999, and reflected continued growth in managed assets. The
$165 million decrease in Investment Activities revenues in 1999 primarily
reflected lower realized gains from sales of investments and net asset gains,
partially offset by higher venture capital revenues.

Net interest revenue as shown on the Consolidated Statements of Income was $14.5
billion in 1999, up $1.2 billion or 9% from $13.3 billion in 1998, reflecting
business volume growth in most markets. Net interest revenue, adjusted for the
effect of credit card securitization, of $18.7 billion was up $1.8 billion or
11% in 1999. Adjusted fees and commissions revenues of $7.5 billion were up $1.1
billion or 17% in 1999, primarily reflecting continued growth in assets under
management. Foreign exchange and trading revenues increased to $2.5 billion in
1999, up from $1.9 billion in 1998, reflecting the difficult trading conditions
in 1998. Aggregate securities transactions and net asset gains of $582 million
for 1999 decreased $297 million from 1998, reflecting lower levels of securities
sales and net asset gains. Other revenue, excluding net asset gains, of $3.0
billion increased $874 million or 41% from $2.1 billion in 1998, primarily
reflecting increased credit card securitization activities and venture capital
revenues.

Adjusted operating expenses in 1999 of $16.9 billion, which exclude the
restructuring-related items, and in 1998 excluded merger-related costs, were up
$864 million or 5% in 1999. Expenses increased in Global Consumer by 8% in 1999,
reflecting acquisitions, business volume growth, and higher spending in e-Citi,
offset by a decline in fixed costs due to expense management initiatives. Global
Corporate Bank expenses were down 2% in 1999, primarily attributable to lower
year 2000 and European Economic Monetary Union (EMU) expenses as well as
restructuring actions and business integration initiatives in GRB. Global
Investment Management and Private Banking expenses increased 6% in 1999 driven
by investments in technology and sales and marketing capabilities.


                                       10
<PAGE>

The adjusted provision for credit losses was $5.1 billion in 1999, compared with
$4.9 billion in 1998, an increase of 3%. Global Consumer adjusted provision for
credit losses of $4.7 billion was up 4% in 1999. Global Consumer managed net
credit losses in 1999 were $4.7 billion and the related loss ratio was 2.49%,
compared with $4.4 billion and 2.70% in 1998. The managed consumer loan
delinquency ratio (90 days or more past due) was 1.91%, a decrease from 2.12% at
the end of 1998. The Global Corporate Bank provision for credit losses decreased
to $348 million from $394 million in 1998, reflecting economic improvements in
Russia and Asia, partially offset by increased losses in Latin America, and a
lower provision for credit losses resulting from an improved credit outlook in
Emerging Markets. Commercial cash-basis loans and other real estate owned of
$1.6 billion at December 31, 1999 were down 3% from a year earlier. The
provision for credit losses as shown on the Consolidated Statements of Income
was $2.8 billion in 1999, up 3% from 1998.

Total capital (Tier 1 and Tier 2) was $37.4 billion or 12.10% of net
risk-adjusted assets, and Tier 1 capital was $25.0 billion or 8.11% at December
31, 1999. See page 35 for the components of Tier 1 and Tier 2 capital.

GLOBAL CONSUMER

In millions of dollars                                     1999         1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $17,118      $14,679
Effect of credit card securitization activity              2,269        2,187
                                                         --------------------
Adjusted revenues, net of interest expense                19,387       16,866
                                                         --------------------
Total operating expenses                                  10,003        9,837
Restructuring-related items                                   87          621
                                                         --------------------
Adjusted operating expenses                                9,916        9,216
                                                         --------------------
Provision for credit losses                                2,477        2,362
Effect of credit card securitization activity              2,269        2,187
                                                         --------------------
Adjusted provision for credit losses                       4,746        4,549
                                                         --------------------
Core income before taxes                                   4,725        3,101
Income taxes                                               1,777        1,204
                                                         --------------------
Core income                                                2,948        1,897
Restructuring-related items, after-tax                        56          393
                                                         --------------------
Net income                                               $ 2,892      $ 1,504
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $201         $175
Return on assets                                            1.44%        0.86%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                            1.47%        1.08%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
--------------------------------------------------------------------------------

Global Consumer -- which provides banking, lending, and investment products and
services, including credit and charge cards, to customers around the world --
reported core income of $2.948 billion in 1999, up $1.051 billion or 55% from
1998, reflecting strong growth in virtually all businesses, particularly in
North America where Cards increased $364 million or 45%, Citibanking grew $307
million or 287%, and CitiFinancial increased $170 million or 77%. In the
International businesses, core income grew $230 million or 30%, reflecting
increases across all regions. Net income of $2.892 billion in 1999 and $1.504
billion in 1998 included restructuring-related items of $56 million ($87 million
pretax) and $393 million ($621 million pretax), respectively.

During 1999, Global Consumer recorded restructuring-related items totaling $87
million ($56 million after-tax), including charges of $104 million (pretax), of
which $82 million related to new initiatives primarily for the reconfiguration
of certain consumer branch operations outside the U.S., downsizing of certain
marketing operations, and costs associated with exiting a non-strategic
business. The 1999 items also include accelerated depreciation charges on assets
associated with restructuring initiatives of $114 million (pretax), offset by a
reduction of restructuring reserves due to changes in estimates attributable to
facts and circumstances arising subsequent to the original restructuring charge
of $131 million (pretax). In 1998, Global Consumer recorded a net restructuring
charge totaling $621 million ($393 million after-tax) for regional consolidation
of call centers and other back office functions worldwide, reduction of
management layers, sales force restructuring, integration of overlapping
marketing and product management groups, and exiting several non-strategic
operations.


                                       11
<PAGE>

North America

Citibanking North America

In millions of dollars                                   1999           1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                $ 2,109        $ 1,974
Adjusted operating expenses (2)                          1,338          1,672
Provision for credit losses                                 64            100
                                                       ----------------------
Core income before taxes                                   707            202
Income taxes                                               293             95
                                                       ----------------------
Core income                                                414            107
Restructuring-related items, after-tax                      (1)            89
                                                       ----------------------
Net income                                             $   415        $    18
-------------------------------------------------------======================
Average assets (in billions of dollars)                    $10            $10
Return on assets                                          4.15%          0.18%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                          4.14%          1.07%
-------------------------------------------------------======================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Citibanking North America -- which delivers banking, lending, and investment
services to customers through Citibank's branches and electronic delivery
systems -- reported core income of $414 million in 1999, up $307 million or 287%
from 1998 due to expense reduction initiatives, revenue growth, and credit cost
improvements. Net income of $415 million in 1999 and $18 million in 1998
included restructuring-related credits in 1999 of $1 million ($4 million pretax)
and restructuring charges of $89 million ($139 million pretax) in 1998.

As shown in the following table, Citibanking grew accounts and customer deposits
in 1999. The decline in loans reflects a decrease in home equity loans due to
increased industry-wide mortgage refinancing activity during 1998 and the first
half of 1999. See also the Mortgage Banking discussion below.

In billions of dollars                                          1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                           6.3         5.8
Average customer deposits                                      $42.1       $39.6
Average loans                                                    7.6         7.9
---------------------------------------------------------------=================

Revenues, net of interest expense, of $2.109 billion increased $135 million or
7% in 1999, reflecting higher customer deposits and spreads, and increased
investment product fees and commissions, offset by lower loan revenues. Adjusted
operating expenses of $1.338 billion in 1999 declined $334 million or 20% from
1998, reflecting the impact of significant expense management initiatives that
reduced staff and other fixed expenses as well as lower marketing program
spending.

The provision for credit losses declined to $64 million in 1999 from $100
million in 1998. The net credit loss ratio of 1.18% in 1999 declined from 1.34%
in 1998, and loans delinquent 90 days or more of $55 million or 0.75% at
December 31, 1999 declined from $93 million or 1.20% at December 31, 1998. The
decline in the provision for credit losses and delinquencies reflects continued
improvement in the portfolio and a decline in loan volumes.


                                       12
<PAGE>

Mortgage Banking

In millions of dollars                                      1999        1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                     $747        $619
Adjusted operating expenses (2)                              339         247
Provision for credit losses                                   17          20
                                                            ----------------
Core income before taxes                                     391         352
Income taxes                                                 160         140
                                                            ----------------
Core income                                                  231         212
Restructuring-related items, after-tax                        --           6
                                                            ----------------
Net income                                                  $231        $206
------------------------------------------------------------================
Average assets (in billions of dollars)                      $29         $25
Return on assets                                            0.80%       0.82%
----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                            0.80%       0.85%
------------------------------------------------------------================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Mortgage Banking -- which originates and services mortgages and student loans
for customers across North America -- reported core income of $231 million in
1999, up $19 million or 9% from 1998, reflecting growth in student loans and
credit improvement in the mortgage portfolio. Net income of $206 million in 1998
included restructuring-related items of $6 million ($9 million pretax).

The acquisition of the principal operating assets and certain liabilities of
Source One Mortgage Services Corporation (Source One) in April 1999 added
approximately $25 billion to the mortgage servicing/subservicing portfolio.

As shown in the following table, Mortgage Banking accounts, loans, and mortgage
originations increased in 1999, including the effect of the Source One
acquisition. Excluding Source One, mortgage originations declined reflecting the
industry-wide slowdown in mortgage refinancing activity in the second half of
1999.

In billions of dollars                                          1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                           3.4         2.8
Average loans                                                  $27.4       $23.9
Mortgage originations                                           18.3        16.4
---------------------------------------------------------------=================

Revenues, net of interest expense, of $747 million in 1999 grew $128 million or
21% from 1998, reflecting the Source One acquisition and growth in the student
loan portfolio. Adjusted operating expenses increased $92 million or 37% in
1999, reflecting the Source One acquisition.

The provision for credit losses of $17 million in 1999 declined from $20 million
in 1998. The 1999 net credit loss ratio of 0.16% declined from 0.31% in 1998,
and the ratio of loans delinquent 90 days or more of 2.31% declined from 2.44%
at December 31, 1998. The declines in the provision, the net credit loss ratio,
and the delinquency ratio reflect improvement in the mortgage portfolio. The
improvement in mortgage delinquencies was partially offset by higher student
loan delinquencies as a result of 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.


                                       13
<PAGE>

Cards

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                 $ 5,729       $ 4,965
Effect of credit card securitization activity             2,269         2,187
                                                        ---------------------
Adjusted revenues, net of interest expense                7,998         7,152
Adjusted operating expenses (2)                           2,886         2,595
Adjusted provision for credit losses (3)                  3,259         3,264
                                                        ---------------------
Core income before taxes                                  1,853         1,293
Income taxes                                                681           485
                                                        ---------------------
Core income                                               1,172           808
Restructuring-related items, after-tax                      (12)           39
                                                        ---------------------
Net income                                              $ 1,184       $   769
--------------------------------------------------------=====================
Average assets (in billions of dollars) (4)                 $28           $28
Return on assets                                           4.23%         2.75%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets (5)                                       4.19%         2.89%
--------------------------------------------------------=====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
(3)   Adjusted for the effect of credit card securitization activity.
(4)   Adjusted for the effect of credit card securitization activity, managed
      average assets were $75 billion and $64 billion in 1999 and 1998,
      respectively.
(5)   Adjusted for the effect of credit card securitization activity, the return
      on managed assets, excluding restructuring-related items, was 1.56% in
      1999 and 1.26% in 1998.
--------------------------------------------------------------------------------

Cards -- U.S. bankcards, Canada bankcards, and North America Diners Club --
reported core income of $1.172 billion, up $364 million or 45% from 1998,
reflecting significant increases in the U.S. bankcards business, despite
competitive pricing pressures. Net income of $1.184 billion in 1999 and $769
million in 1998 included restructuring-related credits in 1999 of $12 million
($18 million pretax) and restructuring charges of $39 million ($58 million
pretax) in 1998.

Universal Card Services (UCS), which was acquired in April 1998, contributed
approximately $52 million to core income in 1999 compared with a loss of $72
million in 1998.

Risk adjusted margin is a measure of profitability that takes 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 6.37% increased 27 basis points from 1998.

In billions of dollars                                       1999          1998
-------------------------------------------------------------------------------
Risk adjusted revenues (1)                                   $4.4          $3.6
Risk adjusted margin % (2)                                   6.37%         6.10%
-------------------------------------------------------------==================

(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 $7.998 billion increased $846
million or 12% from 1998, reflecting receivable growth, including acquisitions,
higher interchange fee revenues due to sales volume growth and pricing changes,
and risk-based pricing actions, offset by changes in portfolio mix and lower
spreads. Excluding the effect of UCS and 1999 acquisitions, revenues increased
approximately 5%.

As shown in the following table, on a managed basis, the U.S. bankcard portfolio
experienced a 15% growth in sales volumes and a 7% increase in receivables,
including the effect of portfolio acquisitions. Portfolio acquisitions during
1999 added approximately 1.3 million accounts and $2.6 billion of receivables.
Accounts increased only slightly in the year reflecting management initiatives
that resulted in the closing of inactive and/or high-risk accounts.

In billions of dollars                                         1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                          40.6        40.5
Cards in force (in millions)                                      69          69
Total sales                                                   $162.3      $140.6
End-of-period managed receivables                               74.2        69.6
--------------------------------------------------------------==================


                                       14
<PAGE>

Adjusted operating expenses of $2.886 billion increased $291 million or 11% in
1999, reflecting acquisitions and increased target marketing efforts in U.S.
bankcards.

The adjusted provision for credit losses in 1999 was $3.259 billion compared
with $3.264 billion in 1998. U.S. bankcards managed net credit losses in 1999
were $3.143 billion and the related loss ratio was 4.56%, compared with $3.123
billion and 5.33% in 1998. U.S. bankcards managed loans delinquent 90 days or
more were $1.061 billion or 1.44% at December 31, 1999 compared with $1.001
billion or 1.45% at December 31, 1998. The improvement in the net credit loss
ratio reflects declining industry-wide bankruptcy trends and credit risk
management initiatives.

CitiFinancial

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $1,619        $1,275
Adjusted operating expenses (2)                             693           574
Provision for credit losses                                 309           350
                                                         --------------------
Core income before taxes                                    617           351
Income taxes                                                225           129
                                                         --------------------
Core income                                                 392           222
Restructuring-related items, after-tax                        2             1
                                                         --------------------
Net income                                               $  390        $  221
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $16           $12
Return on assets                                           2.44%         1.84%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           2.45%         1.85%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

CitiFinancial (formerly Consumer Finance Services) includes the consumer lending
operations (including secured and unsecured personal loans, real estate-secured
loans and consumer goods financing) of CitiFinancial Credit Company (CCC). Also
included are related credit insurance services provided through subsidiaries.

Core income was $392 million in 1999, up $170 million or 77% from 1998,
reflecting strong receivables growth in all major products, an improved credit
environment, and the 1999 acquisition of certain Associates First Capital
(Associates) branches. Net receivables at December 31, 1999 reached a record
$15.5 billion compared to $11.9 billion at year-end 1998 due to increased
business flow at CitiFinancial branches (including portfolio acquisitions),
cross-selling of CitiFinancial products through Primerica distribution channels,
and the Associates acquisition. The internal growth during 1999 was led by the
Primerica generated portfolio, which grew 39% to $4.1 billion. At December 31,
1999, CitiFinancial had 1,174 branches, up from 980 at year-end 1998. The
increase in adjusted operating expenses was primarily attributable to the
acquisitions.

The average yield on receivables was 14.45% in 1999, down from 14.88% in 1998,
reflecting a shift in the portfolio mix towards lower yielding, higher quality
real estate loans, particularly first mortgage loans. At December 31,1999, the
portfolio consisted of 58% real-estate secured loans, 34% personal loans and 8%
sales finance and other compared to 56% real-estate secured loans, 36% personal
loans and 8% sales finance and other at December 31, 1998.

The provision for credit losses was $309 million in 1999 compared to $350
million in 1998, reflecting the continued strong credit environment. The net
credit loss ratio of 2.18% in 1999 was down from 2.74% in 1998 and loans
delinquent 90 days or more were $203 million or 1.31% in 1999 compared to $172
million or 1.44% in 1998.


                                       15
<PAGE>

International Consumer

Europe, Middle East & Africa

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $2,335        $2,143
Adjusted operating expenses (2)                           1,513         1,476
Provision for credit losses                                 300           296
                                                         --------------------
Core income before taxes                                    522           371
Income taxes                                                195           146
                                                         --------------------
Core income                                                 327           225
Restructuring-related items, after-tax                       15           125
                                                         --------------------
Net income                                               $  312        $  100
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $22           $22
Return on assets                                           1.42%         0.45%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           1.49%         1.02%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

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 $327
million in 1999, up $102 million or 45% from 1998, reflecting growth across the
region, particularly Germany, and a $16 million ($25 million pretax) gain
related to an investment in an affiliate. Net income of $312 million in 1999 and
$100 million in 1998 included restructuring-related items of $15 million ($23
million pretax) and $125 million ($239 million pretax), respectively.

The net effect in 1999 of foreign currency translation reduced revenue and
expense growth by approximately 3 and 4 percentage points, respectively; however
the impact on core income was minimal.

As shown in the following table, EMEA reported 8% account growth in 1999
primarily reflecting loan growth, including credit cards. However, loans and
customer deposits were reduced by the effect of foreign currency translation.

In billions of dollars                                          1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                          11.1        10.2
Average customer deposits                                      $17.0       $17.3
Average loans                                                   16.9        16.3
---------------------------------------------------------------=================

Revenues, net of interest expense, of $2.335 billion in 1999 grew $192 million
or 9% from 1998 reflecting loan growth, improved spreads, higher insurance and
investment product fees, and the $25 million gain associated with an investment
in an affiliate. Adjusted operating expenses increased $37 million or 3% in
1999. Excluding the effect of foreign currency translation, expenses reflect
higher business volumes and costs associated with franchise growth in Central
and Eastern Europe.

The provision for credit losses in 1999 was $300 million, compared to $296
million in 1998. The net credit loss ratio of 1.67% in 1999 declined from 1.70%
in 1998, and loans delinquent 90 days or more were $914 million or 5.33% at
December 31, 1999, down from $955 million or 5.46% at December 31, 1998.


                                       16
<PAGE>

Asia Pacific

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $2,248        $1,849
Adjusted operating expenses (2)                           1,194           976
Provision for credit losses                                 345           251
                                                         --------------------
Core income before taxes                                    709           622
Income taxes                                                266           239
                                                         --------------------
Core income                                                 443           383
Restructuring-related items, after-tax                       13            64
                                                         --------------------
Net income                                               $  430        $  319
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $31           $28
Return on assets                                           1.39%         1.14%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           1.43%         1.37%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 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 $443 million in 1999, up $60
million or 16% from 1998, reflecting business growth and expansion as the region
rebounds from weak 1998 results. Net income of $430 million in 1999 and $319
million in 1998 included restructuring-related items of $13 million ($22 million
pretax) and $64 million ($83 million pretax), respectively.

Strengthening currencies across the region resulted in net foreign currency
translation effects that increased core income by approximately $10 million in
1999, and revenue growth and expense growth were increased by approximately 5
and 6 percentage points, respectively.

As shown in the following table, Asia Pacific accounts grew 21% in 1999,
reflecting significant increases in Japan, growth in the Cards business across
the region, and economic stabilization in most countries.

In billions of dollars                                          1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                           9.2         7.6
Average customer deposits                                      $42.1       $36.1
Average loans                                                   23.3        20.2
---------------------------------------------------------------=================

Revenues, net of interest expense, of $2.248 billion increased $399 million or
22% from 1998 reflecting strong performance in Japan and business volume growth
and higher spreads in most other countries. Adjusted operating expenses of
$1.194 billion increased $218 million or 22% from 1998 reflecting higher
marketing spending across the region and costs associated with new branches and
additional product offerings, particularly in Japan.

The provision for credit losses in 1999 of $345 million increased from $251
million in 1998. The net credit loss ratio was 1.28% in 1999, up from 1.12% in
1998, and loans delinquent 90 days or more were $453 million or 1.80% at
December 31, 1999, down from $498 million or 2.28% at December 31, 1998. The
increases in the provision and the net credit loss ratio from 1998 primarily
reflect increases in Taiwan and Hong Kong; however, the delinquency ratio
declined in 1999 reflecting the economic stabilization across the region.


                                       17
<PAGE>

Latin America

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $1,983        $1,598
Adjusted operating expenses (2)                           1,193         1,068
Provision for credit losses                                 447           265
                                                         --------------------
Core income before taxes                                    343           265
Income taxes                                                115           105
                                                         --------------------
Core income                                                 228           160
Restructuring-related items, after-tax                       27            67
                                                         --------------------
Net income                                               $  201        $   93
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $14           $12
Return on assets                                           1.44%         0.78%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           1.63%         1.33%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 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 $228 million in 1999, up $68 million or 43% from 1998, reflecting
an increase in earnings from Credicard, a 33%-owned Brazilian Card affiliate,
and the effect of certain acquisitions, partially offset by a higher provision
for credit losses. Net income of $201 million in 1999 and $93 million in 1998
included restructuring-related items of $27 million ($42 million pretax) and $67
million ($88 million pretax), respectively.

The Brazilian currency devaluation in the beginning of 1999 significantly
contributed to foreign currency translation effects that reduced core income by
approximately $34 million. Foreign currency translation effects reduced revenue
and expense growth by approximately 10 and 7 percentage points, respectively.

As shown in the following table, Latin America experienced strong business
volume growth in 1999, including the effect of acquisitions. Average loan growth
of 1% was reduced by credit risk management initiatives. Customer deposit growth
also reflects a "flight to quality" in the region.

In billions of dollars                                          1999        1998
--------------------------------------------------------------------------------
Accounts (in millions)                                           8.8         7.3
Average customer deposits                                      $13.5       $10.2
Average loans                                                    7.9         7.8
---------------------------------------------------------------=================

Revenues, net of interest expense, of $1.983 billion increased $385 million or
24% from 1998 reflecting acquisitions in the region and increased earnings from
Credicard. Adjusted operating expenses of $1.193 billion increased $125 million
or 12% from 1998 reflecting acquisitions in the region. Efficiency efforts in
1999 contributed to a 3% decline in expenses excluding the effect of
acquisitions and foreign currency translation.

The provision for credit losses of $447 million in 1999 increased from $265
million in 1998. The net credit loss ratio was 5.30% in 1999, up from 3.07% in
1998, and loans delinquent 90 days or more of $320 million or 4.10% at December
31, 1999 increased from $288 million or 3.60% at December 31, 1998. The
increases in the provision and the net credit loss ratio from 1998 reflect
economic conditions in the region, particularly in Argentina and Chile, and the
effect of recent acquisitions.


                                       18
<PAGE>

e-Citi

In millions of dollars                                     1999         1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                   $ 233        $ 149
Adjusted operating expenses (2)                             527          378
Provision for credit losses                                   5            3
                                                          ------------------
Loss before tax benefits                                   (299)        (232)
Income tax benefits                                        (120)         (91)
                                                          ------------------
Loss                                                       (179)        (141)
Restructuring-related items, after-tax                       --            2
                                                          ------------------
Net loss                                                  ($179)       ($143)
----------------------------------------------------------==================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

e-Citi -- the business responsible for developing and implementing the Company's
Internet financial services products and e-commerce solutions -- reported losses
before restructuring-related items of $179 million in 1999, compared to $141
million in 1998. The net loss of $143 million in 1998 included
restructuring-related items of $2 million ($3 million pretax).

Revenues, net of interest expense, were $233 million in 1999, up from $149
million in 1998, reflecting business volume increases in certain electronic
banking services. Adjusted operating expenses of $527 million increased from
$378 million in 1998, reflecting continued investment in Internet-based and
other electronic financial services as well as other e-commerce solutions and
volume increases associated with electronic banking services.

Other Consumer

In millions of dollars                                     1999         1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                   $ 115        $ 107
Adjusted operating expenses (2)                             233          230
                                                          ------------------
Loss before tax benefits                                   (118)        (123)
Income tax benefits                                         (38)         (44)
                                                          ------------------
Loss                                                        (80)         (79)
Restructuring-related items, after-tax                       12           --
                                                          ------------------
Net loss                                                  ($ 92)       ($ 79)
----------------------------------------------------------==================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Other Consumer -- which includes certain treasury and insurance operations and
global marketing and other programs -- reported losses before
restructuring-related items of $80 million in 1999, compared with a $79 million
loss in 1998, reflecting higher costs associated with global distribution
initiatives and lower treasury results reflecting the higher interest rate
environment, offset by lower marketing costs, reduced staff levels, and higher
insurance earnings. The net loss of $92 million in 1999 included
restructuring-related items of $12 million ($19 million pretax).


                                       19
<PAGE>

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.

The table below 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           90 Days or         Average
                                               Loans        More Past Due (1)      Loans     Net Credit Losses (1)
                                              --------------------------------------------------------------------
In millions of dollars, except
loan amounts in billions                        1999        1999        1998        1999        1999       1998
------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>         <C>        <C>
Citibanking North America                     $   7.4     $    55     $    93     $   7.6     $    90    $   106
Ratio                                                        0.75%       1.20%                   1.18%      1.34%

Mortgage Banking                                 30.1         696         625        27.4          43         75
Ratio                                                        2.31%       2.44%                   0.16%      0.31%

U.S. Bankcards                                   73.7       1,061       1,001        69.0       3,143      3,123
Ratio                                                        1.44%       1.45%                   4.56%      5.33%

Other Cards                                       2.2          30          28         2.4          87         79
Ratio                                                        1.38%       1.23%                   3.70%      3.51%

CitiFinancial                                    15.5         203         172        13.6         295        291
Ratio                                                        1.31%       1.44%                   2.18%      2.74%

Europe, Middle East & Africa                     17.2         914         955        16.9         281        277
Ratio                                                        5.33%       5.46%                   1.67%      1.70%

Asia Pacific                                     25.1         453         498        23.3         298        227
Ratio                                                        1.80%       2.28%                   1.28%      1.12%

Latin America                                     7.8         320         288         7.9         419        239
Ratio                                                        4.10%       3.60%                   5.30%      3.07%

Citibank Private Bank (2)                        22.4         120         193        19.2          19          5
Ratio                                                        0.54%       1.14%                   0.10%      0.03%

Other                                             0.8           3           2         0.9           5          3

------------------------------------------------------------------------------------------------------------------
Total managed                                   202.2       3,855       3,855       188.2       4,680      4,425
Ratio                                                        1.91%       2.12%                   2.49%      2.70%
------------------------------------------------------------------------------------------------------------------
Securitized credit card receivables             (49.0)       (725)       (658)      (46.9)     (2,159)    (2,053)
Loans held for sale                              (4.5)        (32)        (38)       (5.2)       (110)      (134)
------------------------------------------------------------------------------------------------------------------
Total loans                                   $ 148.7     $ 3,098     $ 3,159     $ 136.1     $ 2,411    $ 2,238
Ratio                                                        2.08%       2.39%                   1.77%      1.82%
----------------------------------------------====================================================================
</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)   Citibank Private Bank results are reported as part of the Global
      Investment Management and Private Banking segment.
--------------------------------------------------------------------------------

Consumer Loan Balances, Net of Unearned Income

                                             End of Period          Average
                                           ----------------    ----------------
In billions of dollars                       1999      1998      1999      1998
-------------------------------------------------------------------------------
Managed                                    $202.2    $181.6    $188.2    $163.8
Securitized credit card receivables         (49.0)    (44.3)    (46.9)    (36.5)
Loans held for sale                          (4.5)     (5.0)     (5.2)     (4.6)
                                           ------------------------------------
On-balance sheet                           $148.7    $132.3    $136.1    $122.7
-------------------------------------------====================================


                                       20
<PAGE>

Total delinquencies 90 days or more past due in the managed portfolio were $3.9
billion with a related delinquency ratio of 1.91% at December 31, 1999, compared
with $3.9 billion or 2.12% at December 31, 1998. Total managed net credit losses
in 1999 were $4.7 billion and the related loss ratio was 2.49%, compared with
$4.4 billion and 2.70% in 1998. For a discussion on trends by business, see
business discussions on pages 11-19.

Citicorp's allowance for credit losses of $6.7 billion is available to absorb
all probable credit losses inherent in the portfolio. For analytical purposes
only, the portion of Citicorp's allowance for credit losses attributed to the
consumer portfolio was $3.4 billion as of December 31, 1999, up from $3.3
billion as of December 31, 1998. The allowance as a percentage of loans on the
balance sheet was 2.31% as of December 31, 1999, down from 2.50% at December 31,
1998, reflecting improved credit performance in the portfolio. The attribution
of the allowance is made for analytical purposes only and may change from time
to time.

In millions of dollars                                        1999        1998
-------------------------------------------------------------------------------
Allowance for credit losses                                  $3,435      $3,310
As a percentage of total consumer loans                        2.31%       2.50%
-------------------------------------------------------------==================

Global Consumer Outlook

The statements below are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 29.

In 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 maintains adequate reserves
for probable credit losses inherent in its loan portfolios. However, net credit
losses, delinquencies and the related ratios may increase from 1999 levels as a
result of portfolio growth, global economic conditions, and the credit
performance of the portfolios, including bankruptcies.

North America

Citibanking North America. 1999 was a year of major transformation and success.
The business significantly changed its expense structure, reducing operating
expenses by $334 million or 20%. Citibanking invested in training and licensing
programs and implemented new compensation programs to enable and motivate
associates to sell a full range of financial products that meet clients' needs.
By the end of 1999, the majority of sales associates became licensed and
Citibanking introduced Citipro, a complimentary financial analysis to assess
clients' financial needs and recommend appropriate financial products to meet
those needs. This new sales strategy and culture has accelerated revenue growth
through increased sales of banking products and higher investment product fees.
As a result, revenues grew 11% in the second half of 1999 as compared to 3% in
the first half of 1999. Revenue growth in 2000 is expected to exceed the growth
experienced in 1999.

Mortgage Banking. In 1999, Mortgage Banking, which includes the student loan
business, expanded its product set and geographic presence through the
acquisition of Source One and distribution through Citigroup affiliates.
Continued growth is expected in 2000 through improved returns on the mortgage
servicing portfolio, expanded Internet and cross-sell opportunities, and the
introduction of new lending products. Student loan growth will be driven by
increased presence in the wholesale business and Internet lending.

Cards. The Cards business delivered outstanding performance in 1999 within a
challenging business environment, led by growth in receivables and sales volume
and improved risk adjusted margins despite competitive pressures. Additionally,
the business successfully executed two portfolio acquisitions in the year. As a
result, the business is moving into 2000 with solid momentum. While competitive
pressures will continue, the business will leverage its size in meeting the
needs of existing customers and gain wallet share by continuing to grow existing
profitable relationships and testing new value propositions and channels,
including the Internet. Further, Cards will meet its customers' broader needs
through cross-selling and financial facilitation opportunities that will provide
for continued business growth. Improved credit performance significantly
contributed to earnings growth in 1999. Credit performance is not expected to
improve further in 2000 and credit costs and delinquencies may increase from
1999 levels as a result of the economic environment and continued business
growth.


                                       21
<PAGE>

CitiFinancial. During 1999, CitiFinancial acquired operations in Florida that
had access to significant correspondent and broker networks, as well as
purchased approximately 200 branches. CitiFinancial is also pursuing other
sources of new volume through its affiliates within Citigroup. In addition, the
number of competitors in consumer finance lending has changed over the past few
years. CitiFinancial believes that the industry will continue to consolidate and
this may present an opportunity to grow via acquisitions both domestically and
internationally.

Utilizing the existing and recently acquired new channels, CitiFinancial expects
continued growth in 2000. CitiFinancial believes that its secured lending
products will produce above average returns should interest rates continue to
rise. Increases in interest rates could possibly have an adverse effect on the
economy. Credit losses are expected to increase modestly in 2000 given that they
were at historical lows in 1999.

International Consumer

Europe, Middle East & Africa. The newly unified Europe represents a large market
whose size and strong demographic characteristics rival that of the U.S.
Additional growth opportunity comes from the developing markets of Central and
Eastern Europe where an emerging middle class is expected to fuel the demand for
financial services. In 2000, the region will focus on the development of
Internet banking and investment products, including e-brokerage services. Not
unlike the U.S., as the social reforms take hold, an increasing recognition on
the part of consumers that they will need to fund their own retirements is
fueling a substantial investment product opportunity. Although the EMU
represents great opportunity, the challenges are substantial. A single market
requires pan-European product offerings, brings increased competition, and
creates a greater ability on the part of consumers to comparison shop across
borders. Citigroup's strengths in distribution and consistent global advertising
and marketing efforts will provide a strong platform to expand beyond the
current European presence.

Asia Pacific. Asia's economic crisis has highlighted the need for a deep, rapid
restructuring of the banking industry across the region. 1999 was one of the
industry's most challenging years on record. Local banks consolidated,
competition intensified with the growing presence of foreign banks and non-bank
financial institutions, and market dynamics changed due to structural shifts,
including the rapid development of the Internet across Asia. In 1999, the
business embarked on a number of strategic cost management initiatives to
support a strengthened franchise. Both revenues and earnings experienced healthy
growth in 1999. Asia's economic recovery is expected to broaden in 2000. As a
result of the economic outlook and the business momentum built in 1999, Asia
Pacific is well positioned in 2000 for continued franchise growth.

Latin America. The region experienced deteriorating economic conditions during
1999 in many of its countries, which resulted in contracting Gross Domestic
Product, currency volatility, and a difficult credit environment. The
macroeconomic outlook is expected to remain challenging in 2000, with most
countries returning to only modest growth. The business will focus its growth on
less risky products and population segments, and continue to implement operating
expense reduction programs. Tight controls on loan underwriting and collections
implemented in 1999, coupled with a moderately improved economic climate in
2000, should result in improved credit performance.

GLOBAL CORPORATE BANK

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $8,410        $7,546
Adjusted operating expenses (2)                           5,076         5,185
Provision for credit losses                                 348           394
                                                         --------------------
Core income before taxes                                  2,986         1,967
Income taxes                                              1,110           729
                                                         --------------------
Core income                                               1,876         1,238
Restructuring-related items, after-tax                       22           137
                                                         --------------------
Net income                                               $1,854        $1,101
---------------------------------------------------------====================
Average assets (in billions of dollars)                    $163          $170
Return on assets                                           1.14%         0.65%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           1.15%         0.73%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Citicorp's Global Corporate Bank serves corporations, financial institutions,
governments, investors, and other participants in capital markets throughout the
world and consists of Emerging Markets and Global Relationship Banking (GRB).


                                       22
<PAGE>

Emerging Markets provides a wide array of banking products and services to
multinational and large and emerging local corporations in 78 emerging market
countries. GRB focuses on providing banking, capital markets, and transaction
processing services to large multinational companies in 22 developed countries
and to their subsidiaries around the world.

Global Corporate Bank core income in 1999 was $1.876 billion, up $638 million or
52% from 1998. In 1999, Emerging Markets core income was $1.190 billion, up $442
million or 59% from 1998, while GRB core income was $686 million, up $196
million or 40% from 1998. The results reflect a rebound from 1998 economic
turmoil, strong 1999 revenues, improved Emerging Markets' credit and lower GRB
expenses. Excluding the 1998 Russia-related losses, Emerging Markets core income
growth was due to strong revenue growth in Latin America and an improved credit
outlook that resulted in a lower provision for credit losses. Excluding the 1998
global economic turmoil, GRB core income growth was primarily due to lower
expenses and strong structured products and global equities revenues.

Net income of $1.854 billion in 1999 and $1.101 billion in 1998 included net
restructuring-related items of $22 million ($35 million pretax) and $137 million
($214 million pretax), respectively. The 1999 net restructuring-related items
primarily include additional severance charges and accelerated depreciation
related to the continuing implementation of the 1998 restructuring initiatives.
The 1998 restructuring initiatives are designed to realize synergies and
operating efficiencies arising from the Citicorp and Travelers merger. The
savings will come from both Emerging Markets and GRB as the businesses
rationalize their presence in countries with multiple operations with Salomon
Smith Barney (SSB), a subsidiary of Citigroup, consolidate Citibank and SSB
locations, integrate trading platforms, and exit non-strategic businesses. See
Note 12 of Notes to Consolidated Financial Statements.

Emerging Markets

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $4,327        $3,632
Adjusted operating expenses (2)                           2,068         2,015
Provision for credit losses                                 347           424
                                                         --------------------
Core income before taxes                                  1,912         1,193
Income taxes                                                722           445
                                                         --------------------
Core income                                               1,190           748
Restructuring-related items, after-tax                       10            50
                                                         --------------------
Net income                                               $1,180        $  698
---------------------------------------------------------====================
Average assets (in billions of dollars)                     $82           $78
Return on assets                                           1.44%         0.89%
-----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                           1.45%         0.96%
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Emerging Markets core income totaled $1.190 billion in 1999, up $442 million or
59% from 1998, reflecting Russia-related losses in 1998 and strong 1999 revenue
growth in Latin America, along with an improved credit outlook that resulted in
a lower provision for credit losses. In Asia (including Australia and New
Zealand but excluding Japan and the Indian subcontinent), improved net
write-offs and lower expenses offset revenue declines from lower trading
activity. Net income of $1.180 billion and $698 million in 1999 and 1998,
respectively, included restructuring-related items of $10 million ($17 million
pretax) and $50 million ($73 million pretax), respectively.

Revenues, net of interest expense, of $4.327 billion grew $695 million or 19%
compared with 1998, reflecting double-digit growth in loan product revenues,
structured products revenues and trade services and an $86 million improvement
in trading-related revenues. Revenue growth in 1999 included double-digit growth
in Latin America and CEEMEA (Central and Eastern Europe, Middle East and Africa)
that was partially offset by a decline in trading-related revenues in Asia.

Revenues attributed to the Embedded Bank and Emerging Local Corporate strategies
(Citicorp's plans to gain market share in selected emerging market countries),
together with new franchises, grew 30% in 1999. These revenues accounted for 7%
of the Emerging Markets revenues in both 1999 and 1998. Revenues in the Emerging
Markets business that were attributable to business from multinational companies
managed jointly with GRB grew 18% in 1999. These revenues accounted for
approximately 28% of total Emerging Markets revenues in both 1999 and 1998.


                                       23
<PAGE>

Adjusted operating expenses in 1999 were well controlled, increasing $53 million
or 3% to $2.068 billion as investment spending to gain market share in selected
emerging market countries and volume growth were essentially funded by savings
from the 1997 and 1998 restructuring actions and other expense initiatives.

The provision for credit losses totaled $347 million in 1999, down $77 million
compared with 1998. The decrease in 1999 was primarily attributable to lower net
write-offs in Russia and Asia, partially offset by an increase in Latin America,
as well as an overall improved credit outlook that resulted in a lower provision
for credit losses. Cash-basis loans at December 31, 1999 and 1998 were $1.044
billion and $1.062 billion. The 1999 balance reflected decreases in Asia
partially offset by increases in Latin America.

Average assets of $82 billion in 1999 rose $4 billion or 5% from 1998 reflecting
growth across all regions. The growth was concentrated in the loan portfolio and
structured products.

Global Relationship Banking

In millions of dollars                                      1999       1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                    $4,083     $3,914
Adjusted operating expenses (2)                             3,008      3,170
Provision (benefit) for credit losses                           1        (30)
                                                           -----------------
Core income before taxes                                    1,074        774
Income taxes                                                  388        284
                                                           -----------------
Core income                                                   686        490
Restructuring-related items, after-tax                         12         87
                                                           -----------------
Net income                                                 $  674     $  403
-----------------------------------------------------------=================
Average assets (in billions of dollars)                       $81        $92
Return on assets                                             0.83%      0.44%
----------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                             0.85%      0.53%
-----------------------------------------------------------=================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Core income from Global Relationship Banking in North America, Europe, and Japan
was $686 million in 1999, up $196 million or 40% from 1998, primarily reflecting
current year revenue growth, prior year economic turmoil and lower expenses. Net
income of $674 million and $403 million in 1999 and 1998, respectively, included
restructuring-related items of $12 million ($18 million pretax) and $87 million
($141 million pretax), respectively.

Revenues, net of interest expense, in 1999 of $4.083 billion increased $169
million or 4% from 1998. Revenues in 1998 included losses attributable to global
economic turmoil as well as gains related to the disposition of real estate
investments. Excluding these items, the 1999 results reflect growth in
structured products, global equities and transaction services, partially offset
by a decline in loan portfolio revenues.

Adjusted operating expenses were $3.008 billion in 1999, down $162 million or 5%
from 1998. The decline in expenses from 1998 to 1999 was primarily the result of
decreased costs related to the year 2000 and the EMU, coupled with restructuring
actions and business integration initiatives with SSB.

The provision for credit losses was $1 million in 1999 compared to net benefits
of $30 million in 1998. Net benefits in 1998 were primarily the result of real
estate recoveries partially offset by write-offs resulting from the financial
market turmoil in Russia.

Cash-basis loans at December 31, 1999 and 1998 were $304 million and $268
million, respectively, while the other real estate owned portfolio totaled $156
million and $235 million, respectively. The increase in cash-basis loans in 1999
was due to an increase in North America partially offset by improvements in the
real estate portfolio. The improvement in other real estate owned in 1999 was
primarily related to the real estate portfolio.

Average assets of $81 billion in 1999 declined $11 billion or 12% from 1998,
primarily reflecting the transfer of certain fixed income businesses to SSB.


                                       24
<PAGE>

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 and net credit losses (recoveries). For a discussion of trends
by business, see the business discussions on pages 23-24.

In millions of dollars                                         1999       1998
-------------------------------------------------------------------------------
Commercial cash-basis loans at year-end
   Emerging Markets                                           $1,044     $1,062
   Global Relationship Banking                                   304        268
                                                              -----------------
Total Global Corporate Bank                                    1,348      1,330
Investment Activities                                             14         13
                                                              -----------------
Total commercial cash-basis loans                             $1,362     $1,343
--------------------------------------------------------------=================
Net credit losses (recoveries)
   Emerging Markets                                           $  406     $  446
   Global Relationship Banking                                     1        (30)
                                                              -----------------
Total Global Corporate Bank                                      407        416
Investment Activities                                             --        (10)
                                                              -----------------
Total net credit losses                                       $  407     $  406
--------------------------------------------------------------=================

Citicorp's allowance for credit losses of $6.7 billion is available to absorb
all probable credit losses inherent in the portfolio. For analytical purposes
only, the portion of Citicorp's allowance for credit losses attributed to the
commercial portfolio was $3.2 billion at December 31, 1999 compared to $3.3
billion at December 31, 1998. The decline in the allowance in 1999 primarily
reflected an improved credit outlook in Emerging Markets.

In millions of dollars at year-end                          1999          1998
-------------------------------------------------------------------------------
Commercial allowance for credit losses                     $3,244        $3,307
As a percentage of total commercial loans                    3.35%         3.76%
-----------------------------------------------------------====================

Global Corporate Bank Outlook

The statements below are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 29.

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
macroeconomic and political policies and developments, among other factors, in
the 100 countries and territories in which the businesses operate. Global
economic events can have both positive and negative effects on the revenue
performance of the businesses and can negatively affect credit performance. In
particular, levels of trading-related revenues, securities transactions, and net
asset gains may fluctuate in the future as a result of market and asset-specific
factors.

Losses on commercial lending activities and the level of cash-basis loans can
vary widely with respect to timing and amount, particularly within any narrowly
defined business or loan type.

In 1998, the global capital markets experienced economic turmoil not seen in at
least a decade, as currency crises sparked economic turmoil that began in Asia
Pacific and spread to Russia and, in early 1999, to Latin America. In response
to the turmoil, the businesses undertook a number of initiatives to mitigate the
negative effects of global instability. Risk management is a priority with the
goal of deriving a higher percentage of earnings from controllable business
operations.

Investments are expected to continue in 2000 to expand CitiDirect, which gives
clients Internet-based access to cash management and trade capabilities, and
CitiFX Interactive, an online tool for foreign exchange services.


                                       25
<PAGE>

GLOBAL INVESTMENT MANAGEMENT AND PRIVATE BANKING

In millions of dollars                                    1999          1998 (1)
-----------------------------------------------------------------------------
Total revenues, net of interest expense                  $1,560        $1,478
Adjusted operating expenses (2)                           1,128         1,062
Provision for credit losses                                  12             5
                                                         --------------------
Core income before taxes                                    420           411
Income taxes                                                156           155
                                                         --------------------
Core income                                                 264           256
Restructuring-related items, after-tax                       (2)           52
                                                         --------------------
Net income                                               $  266        $  204
---------------------------------------------------------====================

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

The Global Investment Management and Private Banking group is comprised of
Citibank Global Asset Management and the Citibank Private Bank. These companies
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.

Global Investment Management and Private Banking core income in 1999 of $264
million, up $8 million or 3% from 1998, reflected improving revenue momentum,
which outpaced increases in expenses and the provision for credit losses.
Revenue growth was primed by the continued growth in managed assets in most
sectors, while expense increases were driven by investments in technology, and
sales and marketing capabilities. Net income of $266 million in 1999 and $204
million in 1998 included a restructuring-related credit of $2 million ($4
million pretax) and a restructuring-related charge of $52 million ($85 million
pretax), respectively.

Asset Management

In millions of dollars                                        1999      1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                      $ 359     $ 356
Total operating expenses (2)                                   385       348
                                                             ---------------
(Loss) core income before taxes                                (26)        8
Income taxes (benefits)                                        (12)        3
                                                             ---------------
(Loss) core income                                             (14)        5
Restructuring-related items, after-tax                          (1)        9
                                                             ---------------
Net loss                                                     ($ 13)    ($  4)
-------------------------------------------------------------===============
Assets under management (in billions of dollars) (3)         $ 151     $ 141
-------------------------------------------------------------===============

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
(3)   Includes $31 billion and $34 billion in 1999 and 1998, respectively, for
      Citibank Private Bank clients.
--------------------------------------------------------------------------------

Citibank Global Asset Management 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. Assets under management
totaled $151 billion as of December 31, 1999, up 7% from $141 billion in 1998.

The loss before restructuring-related items of $14 million in 1999 was down $19
million from 1998, primarily reflecting continued investments in research,
quantitative, and technology expertise and higher costs associated with building
the business' global sales and marketing capabilities. The net losses of $13
million in 1999 and $4 million in 1998 included a restructuring-related credit
of $1 million ($2 million pretax) and a restructuring-related charge of $9
million ($15 million pretax), respectively.

Assets under management grew 7% in 1999, with strong growth in the liquidity
funds and managed accounts asset categories. Revenues, net of interest expense,
increased $3 million or 1% to $359 million in 1999. The increase reflected the
broad growth in assets under management and increased performance fees,
partially offset by the effects of the Brazil devaluation. Assets under
management grew at a faster pace than revenue in 1999 as a result of a larger
proportion of the growth occurring in lower yielding liquidity funds.


                                       26
<PAGE>

Adjusted operating expenses of $385 million in 1999 were up $37 million or 11%
from $348 million in 1998. The increase primarily reflected continued
investments in research, quantitative, and technology expertise (now more than
75% complete) and higher costs associated with building the business' global
sales and marketing capabilities.

Citibank Private Bank

<TABLE>
<CAPTION>
In millions of dollars                                               1999       1998 (1)
-------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>
Total revenues, net of interest expense                             $1,201     $1,122
Adjusted operating expenses (2)                                        743        714
Provision for credit losses                                             12          5
                                                                    -----------------
Core income before taxes                                               446        403
Income taxes                                                           168        152
                                                                    -----------------
Core income                                                            278        251
Restructuring-related items, after-tax                                  (1)        43
                                                                    -----------------
Net income                                                          $  279     $  208
--------------------------------------------------------------------=================
Average assets (in billions of dollars)                               $ 20       $ 17
Return on assets                                                      1.40%      1.22%
-------------------------------------------------------------------------------------
Excluding restructuring-related items
Return on assets                                                      1.39%      1.48%
--------------------------------------------------------------------=================
Client business volumes under management (in billions of dollars)     $140       $116
--------------------------------------------------------------------=================
</TABLE>

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items.
--------------------------------------------------------------------------------

Citibank Private Bank -- which provides personalized wealth management services
for high net worth clients around the world -- reported core income in 1999 of
$278 million, up $27 million or 11% from 1998, reflecting improving revenue
momentum, which outpaced moderate increases in expenses and the provision for
credit losses. Net income of $279 million in 1999 and $208 million in 1998
included a restructuring-related credit of $1 million ($2 million pretax) and a
restructuring-related charge of $43 million ($70 million pretax), respectively.

Client business volumes under management, which include loans, deposits, and
other client assets under management and custody, were $140 billion at the end
of the year, up from $116 billion at year-end 1998, reflecting growth in all
regions. Business volumes grew in all product lines, led by the custody and
lending businesses.

Revenues in 1999 were $1.201 billion, up $79 million or 7% from 1998, reflecting
particularly strong growth in the U.S. and Japan. This growth was driven by
strong lending and asset management activity, partially offset by lower fees
from customer trading-related activities.

Adjusted operating expenses of $743 million in 1999 were up $29 million or 4%
from 1998, reflecting increased spending related to growth in the sales force
and technology platform development, partially offset by lower employee-related
costs associated with restructuring initiatives.

The provision for credit losses for 1999 was $12 million, compared with $5
million in 1998. Net credit losses in 1999 remained at a nominal level of 0.10%
of average loans outstanding. Loans 90 days or more past due at year-end were
$120 million or 0.54% of total loans outstanding, compared with 1.14% at the end
of 1998.

GLOBAL INVESTMENT MANAGEMENT AND PRIVATE BANKING OUTLOOK

The statements below are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 29.

The market for investment management and private banking services is extremely
attractive because the "wealth" segment has been growing faster than the overall
market, and the prospects for the overall market continue to be positive over
the longer term. While competition for this attractive and dynamic market
segment is increasing, the global market is highly fragmented with no dominant
competitors. This presents Global Investment Management and Private Banking with
an extremely attractive business opportunity because it is one of the few
providers that can claim to offer a full range of services on a global basis.


                                       27
<PAGE>

CORPORATE/OTHER

<TABLE>
<CAPTION>
In millions of dollars                                             1999     1998 (1)
--------------------------------------------------------------------------------
<S>                                                               <C>      <C>
Total revenues, net of interest expense                           $ 196    ($ 54)
Adjusted operating expenses (2)                                     680      487
                                                                  --------------
Loss before tax benefits                                           (484)    (541)
Income tax benefits                                                (164)    (238)
                                                                  --------------
Loss                                                               (320)    (303)
Restructuring-related items and merger-related costs, after-tax      20       67
                                                                  --------------
Net loss                                                          ($340)   ($370)
------------------------------------------------------------------==============
</TABLE>

(1)   Reclassified to conform to the 1999 presentation.
(2)   Excludes restructuring-related items and merger-related costs.
--------------------------------------------------------------------------------

Corporate/Other includes net corporate treasury results, and corporate staff and
other corporate expenses.

Revenue increases in 1999 reflect lower funding costs. Expenses in 1999 included
certain technology costs associated with year 2000 remediation, partially offset
by decreases in corporate staff expenses as a result of headcount reductions in
1999. Expenses in 1998 included a $100 million 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.
Performance-based options granted in 1998 to a group of key employees vested in
1999 as certain pre-determined price levels were met. All expenses related to
these options have been recognized. 1999 and 1998 expenses included $108 million
and $70 million, respectively, associated with these performance-based stock
options.

The 1999 after-tax restructuring-related items of $20 million primarily included
accelerated depreciation charges on the planned disposition of certain premises
and equipment assets, in excess of the normal scheduled depreciation on those
assets. In 1998, Corporate/Other recorded a $50 million restructuring charge
($26 million after-tax) to streamline and integrate corporate staff functions,
as well as a $41 million (before and after-tax) one-time transaction cost
associated with administratively closing the Citicorp and Travelers merger.

INVESTMENT ACTIVITIES

In millions of dollars                                        1999      1998 (1)
----------------------------------------------------------------------------
Total revenues, net of interest expense                     $  864    $1,029
Total operating expenses                                        64        50
Benefit for credit losses                                       --       (10)
                                                            ----------------
Income before taxes                                            800       989
Income taxes                                                   277       332
                                                            ----------------
Net income                                                  $  523    $  657
------------------------------------------------------------================

(1)   Reclassified to conform to the 1999 presentation.
--------------------------------------------------------------------------------

Investment Activities comprises Citicorp's venture capital activities,
securities transactions related to certain corporate-related investments, and
the results of certain investments in countries that refinanced debt under the
1989 Brady Plan or plans of a similar nature.

Revenues in 1999 of $864 million declined $165 million or 16% from 1998,
primarily reflecting a decline in securities transactions from sales of Brady
bonds, partially offset by an increase in venture capital results and realized
investment gains on certain corporate-related investments. Revenues in 1999 and
1998 included net gains (write-downs) of ($14) million and $29 million,
respectively, related to investments in Latin America.

Levels of venture capital revenues and securities transactions 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" on page 29.

YEAR 2000

Reflecting the work done around the world to complete Citicorp's year 2000
program, the Company's computer systems and business processes successfully
handled the date change from December 31, 1999 to January 1, 2000. The Company
is not aware of any significant year 2000 problems encountered internally or
with the third parties with which it interfaces,


                                       28
<PAGE>

including customers and counterparties, the global financial market
infrastructure, and the utility infrastructure on which all corporations rely.

Based on operations since January 1, 2000, Citicorp does not expect any
significant impact to its ongoing business as a result of the year 2000 issue.
However, it is possible that the full impact of year 2000 issues has not been
fully recognized, and no assurances can be given that year 2000 problems will
not emerge.

The pretax cost associated with the required systems modifications and
conversions totaled approximately $740 million, including approximately $250
million in 1999. Citicorp had previously estimated the cost at approximately
$720 million. The cost was funded from a combination of a reprioritization of
technology development initiatives and incremental costs and was expensed as
incurred.

The Company's expectations with respect to year 2000 issues constitute
forward-looking statements 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. Many of these statements appear under the heading "Global
Consumer Outlook," "Global Corporate Bank Outlook," and "Global Investment
Management and Private Banking Outlook." 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, and
seasonal factors; changes in general economic conditions, including the
performance of global financial markets, prevailing inflation and interest
rates, realized gains from sales of investments, gains from asset sales, and
losses on commercial lending activities; results of various Investment
Activities; the effects 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 resolution of legal
proceedings and related matters; the actual cost of year 2000-related claims, if
any; and the Company's success in managing the costs associated with the
expansion of existing distribution channels and developing new ones, and in
realizing increased revenues from such distribution channels, including
cross-selling initiatives and electronic commerce-based efforts.

MANAGING GLOBAL RISK

Citicorp manages its global risk exposures using Citigroup's Windows on Risk
process. The Windows on Risk process has three major components: an assessment
of the global external environment, drawing on our own knowledge and frequently
on the knowledge of outside experts; an assessment of the corporation's
exposures in terms of different risk windows, with special focus on potentially
material risks to Citicorp; and decisions on desired corporate exposure levels
and determination of follow-up actions required to adjust exposure.

The review of the external environment encompasses the outlook for major country
and regional economies; significant consumer markets and global industries;
potential near-term critical economic and political events; and the implications
of potential unfavorable developments as they relate to specific businesses.

The review is intended to provide Citicorp with a view of the environment in
which it operates and of the risks inherent in its businesses. Based on this
review, senior management formulates recommendations and assigns responsibility
for recommended actions.

The Credit Risk Management Process

Line management conducts the day-to-day credit process in accordance with core
policies established by the Citigroup Credit Policy Committee which are guided
by the overall risk appetite and portfolio targets set by senior management.
Line management initiates and approves all extensions of credit and is
responsible for credit quality. Line managers must also establish supplementary
credit policies specific to each business, deploy the credit talent needed, and
monitor portfolio and process quality. The managers are required to identify
problem credits or programs as they develop, and to correct deficiencies as
needed through remedial management. Audit and Risk Review conducts independent
periodic examinations of both portfolio quality and the credit process at the
individual business level.


                                       29
<PAGE>

Credit policies are organized around two basic approaches--Credit Programs and
Credit Transactions. Credit Programs, used primarily for the Consumer
businesses, focus on the decision to extend credit to sets of customers with
similar characteristics and/or product needs. Approvals under this approach
cover the expected level of aggregate exposure, the terms, risk acceptance
criteria, operating systems, and reporting mechanisms. This is a cost-effective
way of handling high-volume, small-dollar amount transactions. Credit Programs
are reviewed annually, with approvals tiered on the basis of projected
outstandings as well as the maturity and performance of the product.

The Credit Transactions approach focuses on the decision to extend credit to an
individual customer or customer relationship. It starts with target market
definition and risk acceptance criteria, and requires detailed customized
financial analysis. Approval requirements for each decision are tiered based on
the transaction amount, the customer's aggregate facilities, credit risk
ratings, and the banking business serving the customer.

Credit Programs and Credit Transactions are approved by three line credit
officers, with one designated as responsible to ensure that all aspects of the
credit process are properly coordinated and executed. As the size or risk
increases, the three approvals may include one or two Senior Credit or
Securities Officers. These include over 500 of Citicorp's most experienced
lenders and underwriters appointed by the Citigroup Credit Policy Committee,
with their designation reviewed annually. In addition, approvals from
underwriting, product, industry or functional specialists may be required. At
certain higher levels of risk, Citigroup Credit Policy Committee members as well
as senior management review individual credit decisions.

Citicorp manages its credit exposure on derivative and foreign exchange
instruments as part of the overall extension of credit to individual customer
relationships, subject to the same credit approvals, limits, and monitoring
procedures used for other activities. The extension of credit in a derivative or
foreign exchange contract is the loss that could result if the counterparty were
to default. The current replacement cost of a derivative or foreign exchange
contract is equal to the amount, if any, of Citicorp's unrealized gain on the
contract. In the aggregate, for all contracts, this represents a balance sheet
exposure of $20.8 billion at December 31, 1999, which is reflected in Trading
Account Assets. See Note 17 of Notes to Consolidated Financial Statements for
additional details on these exposures. A substantial portion of the total
balance sheet exposure is to counterparties considered by Citicorp to be
investment grade and under three years tenor. In managing the credit risk
associated with derivative and foreign exchange contracts, the amount at risk is
measured as the sum of the current replacement cost (the balance sheet credit
exposure) plus the potential increase in the replacement cost over the remaining
life of the instrument should market rates change. The potential increase in
replacement cost of a contract is estimated based on a statistical simulation of
values that would result from changing market rates.

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. Management of this process begins with the professionals
nearest to Citicorp's customers, products, and markets, and extends up to the
senior executives who manage these businesses and to the country level. Market
risk management is an evolutionary process that integrates changes in markets,
products, and technologies into policies and practices. Periodic reviews are
conducted by Audit Risk and Review to ensure compliance with institutional
policies and procedures for the assessment, management, and control of market
risk.

Price risk is measured using various tools, including Earnings-at-Risk (EAR) and
sensitivity analysis, which are applied to interest rate risk in the non-trading
portfolios, and Value-at-Risk (VAR), which is 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


                                       30
<PAGE>

conditions as well as to changes in the characteristics and mix of the related
assets and liabilities. Additional information about non-trading derivatives is
located in Note 17 of Notes to Consolidated Financial Statements. Citicorp does
not utilize instruments with leverage features in connection with its risk
management activities.

Price risk in the non-trading portfolios is primarily measured using
Earnings-at-Risk throughout Citicorp, except CitiFinancial Credit Company which
uses sensitivity analysis and is discussed below. 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. As part of the annual planning process,
limits are set for Earnings-at-Risk on a business, country and total Citicorp
basis, with exposures reviewed on a regular basis by the Finance and Capital
Committee in relation to limits and the current interest rate environment.

Citicorp's primary non-trading price risk exposure is to movements in U.S.
dollar interest rates. As of December 31, 1999, 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 December
31, 1999, 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 1,781 basis points, depending on the currency.

The following table illustrates that, as of December 31, 1999, 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 $166 million for 2000, and
approximately $177 million for the total five-year period 2000-2004. 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 $119
million for 2000, and approximately $278 million for the five-year period
2000-2004.

Earnings-at-Risk (impact on pretax earnings)

<TABLE>
<CAPTION>
                                                                 Assuming a U.S.               Assuming a Non-U.S.
                                                             Dollar Rate Move of (1)         Dollar Rate Move of (1)
                                                          ---------------------------------------------------------------
In millions of dollars at                                  Two Standard Deviations (2)     Two Standard Deviations (2)
                                                          ---------------------------------------------------------------
December 31, 1999                                            Increase       Decrease        Increase        Decrease
-------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>              <C>
Overnight to three months                                     ($ 70)          $ 75           ($ 18)           $ 18
Four to six months                                              (44)            50             (30)             30
Seven to twelve months                                          (52)            53             (71)             72
                                                          ---------------------------------------------------------------
Total overnight to twelve months                               (166)           178            (119)            120
-------------------------------------------------------------------------------------------------------------------------
Year two                                                        (67)            66            (125)            126
Year three                                                      (19)            13             (34)             34
Year four                                                        23            (28)            (15)             16
Year five                                                        57            (70)            (12)             12
Effect of discounting                                            (5)            10              27             (27)
                                                          ---------------------------------------------------------------
Total                                                         ($177)          $169           ($278)           $281
----------------------------------------------------------===============================================================
</TABLE>

(1)   Primarily results from Earnings-at-Risk in Singapore dollar, Hong Kong
      dollar and Thai baht.
(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 risk profile in the one-to
three-year time horizon is 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. Additional detail regarding these
derivative instruments may be found in Note 17 of Notes to Consolidated
Financial Statements.


                                       31
<PAGE>

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.

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

<TABLE>
<CAPTION>
                                                           U.S. Dollar                        Non-U.S. Dollar
                                               --------------------------------------------------------------------------
In millions of dollars at December 31,             1999        1998         1997        1999        1998         1997
-------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>          <C>         <C>          <C>          <C>
Assuming a two standard deviation rate
Increase                                          ($166)      ($148)       ($180)      ($119)       ($93)        ($25)
Decrease                                            178         156          211         120          93           25
-----------------------------------------------==========================================================================
</TABLE>

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:

Citicorp Twelve Month Earnings-at-Risk (excluding effect of derivatives)

<TABLE>
<CAPTION>
                                                           U.S. Dollar                        Non-U.S. Dollar
                                               --------------------------------------------------------------------------
In millions of dollars at December 31,             1999        1998         1997        1999        1998         1997
-------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>       <C>          <C>          <C>
Assuming a two standard deviation rate
Increase                                           ($30)        $10          $64       ($120)       ($94)        ($26)
Decrease                                             42          (3)         (44)        121          94           27
-----------------------------------------------==========================================================================
</TABLE>

During 1999, 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 $73 million to $166 million in the
aggregate at each month end, compared with a range from $65 million to $173
million during 1998 and a range from $142 million to $209 million during 1997.
The U.S. dollar Earnings-at-Risk experienced during 1999 was comparable to 1998
and relatively lower than 1997 primarily due to a reduction in the level of
received fixed swaps. 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 $95 million to $121 million in the
aggregate at each month end during 1999, compared with a range from $53 million
to $98 million during 1998 and a range from $15 million to $33 million during
1997. The higher non-U.S. dollar Earnings-at-Risk primarily reflected the higher
interest rate volatility seen across the Asia Pacific region.

At CitiFinancial Credit Company, the estimated decrease in the fair value of
financial instruments held in other non-trading portfolios, as a result of a 100
basis point increase in interest rates (including the effect of derivatives)
would be $184 million and $256 million for net consumer finance receivables at
December 31, 1999 and 1998, respectively, and $216 million and $255 million for
long-term debt at December 31, 1999 and 1998, respectively.

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.

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 $24 million at December 31, 1999. Daily exposures at
Citicorp averaged $18 million in 1999 and ranged from $14 million to $24
million.


                                       32
<PAGE>

The following table summarizes Citicorp's Value-at-Risk in its trading portfolio
as of December 31, 1999 and 1998 along with the averages.

<TABLE>
<CAPTION>
                                                             Dec. 31,         1999          Dec. 31,          1998
In millions of dollars                                         1999          Average          1998           Average
-------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>             <C>             <C>
Interest rate                                                   $15            $13             $13             $16
Foreign exchange                                                 17              9               7               8
Equity                                                           11              9               5               7
All other (primarily commodity)                                   2              1               1               1
Covariance adjustment                                           (21)           (14)            (11)            (14)
                                                          ---------------------------------------------------------------
Total                                                           $24            $18             $15             $18
----------------------------------------------------------===============================================================
</TABLE>

The table below provides the range of Value-at-Risk in the trading portfolios
that was experienced during 1999 and 1998.

<TABLE>
<CAPTION>
                                                                       1999                           1998
-------------------------------------------------------------------------------------------------------------------------
In millions of dollars                                          Low           High             Low            High
-------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>           <C>             <C>             <C>
Interest rate                                                    $9            $18             $10             $25
Foreign exchange                                                  5             17               3              16
Equity                                                            5             16               4              13
All other (primarily commodity)                                   1              3               1               5
----------------------------------------------------------===============================================================
</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 on page 29.

The table below presents total cross-border outstandings and commitments on a
regulatory basis in accordance with FFIEC guidelines for countries with
outstandings greater than 0.75% of Citicorp assets at December 31, 1999,
1998 and 1997. Total cross-border outstandings include cross-border claims on
third parties as well as investments in and funding of local franchises.

Cross-border claims on third parties (trade and short-, medium- and long-term
claims) include cross-border loans, securities, deposits at interest with banks,
investments in affiliates, and other monetary assets, as well as net revaluation
gains on foreign exchange and derivative products. Adjustments have been made to
assign externally guaranteed outstandings to the country of the guarantor and
outstandings for which tangible, liquid collateral is held outside of the
obligor's country to the country in which the collateral is held. For securities
received as collateral, outstandings are assigned to the domicile of the issuer
of the securities.

Investments in and funding of local franchises represents the excess of local
country assets over local country liabilities, as defined by the FFIEC. Local
country assets are claims on local residents recorded by branches and
majority-owned subsidiaries of Citicorp domiciled in the country, adjusted for
externally guaranteed outstandings and certain collateral. Local country
liabilities are obligations of branches and majority-owned subsidiaries of
Citicorp domiciled in the country for which no cross-border guarantee is issued
by Citicorp offices outside the country.


                                       33
<PAGE>

<TABLE>
<CAPTION>
                                                                                            1999              1998
                       -----------------------------------------------------------------------------------------------
                           Cross-Border Claims on Third Parties
                       ----------------------------------------------
                                                                                  Total              Total
                                                                     Investments  Cross-             Cross-
                                                          Trading      in and     Border             Border
                                                          and          Funding     Out-               Out-
In billions of dollars,                                   Short-Term  of Local    stand-   Commit-   stand-   Commit-
at year-end             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                 $1.7    $1.7     $1.8     $5.2        $4.7       $3.1      $8.3      $3.7     $7.4     $1.4
United Kingdom           0.9      --      3.5      4.4         4.1         --       4.4      15.5      4.4      8.9
France                   2.0     0.4      1.7      4.1         3.6        0.1       4.2       2.2      4.6      1.1
Mexico                    --     1.6      1.5      3.1         1.7        0.6       3.7       0.1      3.4      0.2
Brazil                   0.6     0.7      1.4      2.7         1.2        1.0       3.7       0.1      3.6      0.1
Italy                    0.8     1.7      0.8      3.3         3.0         --       3.3       0.4      3.6      0.3
Netherlands              1.0     0.5      1.7      3.2         2.6         --       3.2       2.9      2.8      0.8
Switzerland              1.2      --      1.9      3.1         2.8         --       3.1       0.3      3.5      1.6
South Korea              0.5     0.4      0.6      1.5         1.3        1.2       2.7       0.3      2.1      0.4
Spain                    0.2     0.1      0.3      0.6         0.5        1.4       2.0       0.6      2.1      0.4
Japan                    0.6      --      0.9      1.5         1.3         --       1.5       0.1      1.9      0.1
----------------------================================================================================================

<CAPTION>
                                   1997
                       -------------------


                         Total
                         Cross-
                         Border
                          Out-
In billions of dollars,  stand-   Commit-
at year-end               ings   ments (2)
------------------------------------------
<S>                       <C>      <C>
Germany                   $4.7     $1.7
United Kingdom             4.5      7.8
France                     3.1      0.6
Mexico                     3.0      0.6
Brazil                     4.4      0.1
Italy                      3.4      0.5
Netherlands                2.2      0.8
Switzerland                2.7      1.1
South Korea                2.6      0.2
Spain                      2.3      0.4
Japan                      3.2      1.1
-----------------------===================
</TABLE>

(1)   Trading and short-term claims (included in total cross-border claims on
      third parties) include cross-border debt and equity securities held in the
      trading account, resale agreements, trade finance receivables, net
      revaluation gains on foreign exchange and derivative contracts, and other
      claims with a maturity of less than one year.
(2)   Commitments (not included in total cross-border outstandings) include
      legally binding cross-border letters of credit and other commitments and
      contingencies.
--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

Management of liquidity at Citicorp is the responsibility of the Corporate
Treasurer. The Country Corporate Officer and the Country Treasurer ensure that
all funding obligations in each country are met when due. The Country Treasurer
is appointed by the Corporate Treasurer.

The in-country forum for liquidity issues is the Asset/Liability Management
Committee (ALCO), which includes senior executives within each country. The ALCO
reviews the current and prospective funding requirements for all businesses and
legal entities within the country, as well as the capital position and balance
sheet. All businesses within the country are represented on the committee with
the focal point being the Country Treasurer.

Each Country Treasurer must prepare a liquidity plan at least annually that is
approved by the Country Corporate Officer, the Regional Treasurer, and the
Corporate Treasurer. The liquidity profile is monitored on an on-going basis and
reported monthly. Limits are established on the extent to which businesses in a
country can take liquidity risk. The size of the limit depends on the depth of
the market, experience level of local management, the stability of the
liabilities, and liquidity of the assets.

Regional Treasurers generally have responsibility for monitoring liquidity risk
across a number of countries within a defined geography. They are also available
for consultation and special approvals, especially in unusual or volatile market
conditions.

Citicorp's assets and liabilities are diversified across many currencies,
geographic areas, and businesses. Particular attention is paid to those
businesses, which for tax, sovereign risk, or regulatory reasons cannot be
freely and readily funded in the international markets.

A diversity of funding sources, currencies, and maturities is used to gain a
broad access to the investor base. Citicorp's deposits, which represent 67% and
64% of total funding at December 31, 1999 and 1998, respectively, are broadly
diversified by both geography and customer segments.

Stockholder's equity, which grew $1.4 billion during the year to $26.0 billion
at year-end 1999, 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 year-end 1999 was
$26.4 billion, compared with $26.8 billion at year-end 1998. Asset
securitization programs remain an important source of liquidity. Loans
securitized during 1999 included $7.6 billion of U.S. credit cards, $7.8 billion
of U.S. consumer mortgages, and $0.4 billion of non-U.S. consumer loans. As
credit card securitization transactions amortize, newly originated receivables
are recorded on Citicorp's balance sheet and become available for asset
securitization. In 1999, the scheduled amortization of certain credit card
securitization transactions made available $4.0 billion of new receivables. In
addition, $6.4 billion of credit card securitization transactions are scheduled
to amortize during 2000.


                                       34
<PAGE>

See Note 25 of Notes to Consolidated Financial Statements for limitations on
dividends paid to Citicorp by its subsidiary depository institutions.

Citicorp is subject to risk-based capital guidelines issued by the 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

At year-end                                      1999             1998(1)
--------------------------------------------------------------------------------
Tier 1 capital                                    8.11%            8.59%
Total capital (Tier 1 and Tier 2)                12.10            12.40
Leverage (2)                                      6.83             6.88
Common stockholder's equity                       6.70             6.94
--------------------------------------------====================================

(1)   Restated to include CitiFinancial Credit Company.
(2)   Tier 1 capital divided by adjusted average assets.
--------------------------------------------------------------------------------

Citicorp maintained a strong capital position during 1999. Total capital (Tier 1
and Tier 2) amounted to $37.4 billion at December 31, 1999, representing 12.10%
of net risk-adjusted assets. This compares with $35.6 billion and 12.40% at
December 31, 1998. Tier 1 capital of $25.0 billion at year-end 1999 represented
8.11% of net risk-adjusted assets, compared with $24.7 billion and 8.59% at
year-end 1998. The Tier 1 capital ratio at year-end 1999 was within Citicorp's
target range of 8.00% to 8.30%. See Note 14 of Notes to Consolidated Financial
Statements.

Components of Capital Under Regulatory Guidelines

<TABLE>
<CAPTION>
In millions of dollars at year-end                                  1999       1998(1)
--------------------------------------------------------------------------------------
<S>                                                               <C>         <C>
Tier 1 Capital
Common stockholder's equity                                       $ 26,047    $ 24,686
Mandatorily redeemable securities of subsidiary trusts                 975         975
Minority interest                                                      133         115
Net unrealized loss (gain) on securities available for sale (2)       (340)         21
Less: intangible assets (3)                                         (1,760)     (1,082)
50% investment in certain subsidiaries (4)                             (21)        (20)
                                                                  --------------------
Total Tier 1 capital                                              $ 25,034    $ 24,695
--------------------------------------------------------------------------------------
Tier 2 Capital
Allowance for credit losses (5)                                   $  3,895    $  3,632
Qualifying debt (6)                                                  8,128       7,296
Unrealized marketable equity securities gains (2)                      315          30
Less: 50% investment in certain subsidiaries (4)                       (21)        (20)
                                                                  --------------------
Total Tier 2 capital                                                12,317      10,938
                                                                  --------------------
Total capital (Tier 1 and Tier 2)                                 $ 37,351    $ 35,633
------------------------------------------------------------------====================
Net risk-adjusted assets (7)                                      $308,697    $287,417
------------------------------------------------------------------====================
</TABLE>

(1)   Restated to include CitiFinancial Credit Company.
(2)   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.
(3)   Includes goodwill and certain other identifiable intangible assets.
(4)   Represents investment in certain overseas insurance activities and
      unconsolidated banking and finance subsidiaries.
(5)   Includable up to 1.25% of risk-adjusted assets. Any excess allowance is
      deducted from risk-adjusted assets.
(6)   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 at December 31, 1999 includes $1.4
      billion of subordinated debt issued to Citigroup (Parent Company).
(7)   Includes risk-weighted credit equivalent amounts, net of applicable
      bilateral netting agreements, of $15.8 billion for interest rate,
      commodity and equity derivative contracts and foreign exchange contracts,
      as of December 31, 1999, compared with $16.5 billion as of December 31,
      1998. 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.
--------------------------------------------------------------------------------


                                       35
<PAGE>

Common stockholder's equity increased a net $1.4 billion during the year to
$26.0 billion at December 31, 1999, representing 6.70% of assets, compared to
6.94% at year-end 1998. The net increase in common stockholder's equity during
1999 reflected net income of $5.195 billion, an increase in net unrealized gains
on securities available for sale of $361 million, a capital contribution from
Citigroup (parent company) of $321 million, and the issuance of stock under
various staff benefit plans and other activity of $109 million, partially offset
by cash dividends declared of $4.625 billion. The decrease in the common
stockholder's equity ratio during the year reflected the above items, offset by
the increase in total assets.

The mandatorily redeemable securities of subsidiary trusts (trust securities)
outstanding at December 31, 1999 of $975 million qualify as Tier 1 capital and
are included in long-term debt on the balance sheet. Interest expense on the
trust securities amounted to $76 million in 1999 and $68 million in 1998.

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 December 31,
1999, all of Citicorp's subsidiary depository institutions were "well
capitalized" under the federal bank regulatory agencies' definitions.

Citibank, N.A. Ratios

At year-end                                         1999             1998
--------------------------------------------------------------------------------
Tier 1 capital                                      8.25%            8.41%
Total capital (Tier 1 and Tier 2)                  12.31            12.55
Leverage                                            6.53             6.32
Common stockholder's equity                         6.58             6.56
-----------------------------------------------=================================

Citibank's net income for 1999 amounted to $3.1 billion. During 1999, Citibank
paid dividends of $1.9 billion to Citicorp (parent company).

During 1999, Citibank issued an additional $250 million of subordinated notes to
Citicorp (parent company) that qualify for inclusion in Citibank's Tier 2
Capital. Total subordinated notes outstanding at December 31, 1999 and included
in Citibank's Tier 2 Capital amounted to $6.9 billion.

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.


                                       36
<PAGE>

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

See Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" above.

Item 8. Financial Statements and Supplementary Data

See Index to Consolidated Financial Statements on page F-1 hereto. There is also
incorporated herein by reference in response to this Item the Company's
Consolidated Financial Statements and the notes thereto and the material
presented at Note 26 of such Consolidated Financial Statements under the heading
"Selected Quarterly Financial Data (Unaudited)".

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Pursuant to General Instruction I of Form 10-K, the information required by Item
10 is omitted.

Item 11. Executive Compensation

Pursuant to General Instruction I of Form 10-K, the information required by Item
11 is omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Pursuant to General Instruction I of Form 10-K, the information required by Item
12 is omitted.

Item 13. Certain Relationships and Related Transactions

Pursuant to General Instruction I of Form 10-K, the information required by Item
13 is omitted.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a)         Documents filed as part of the report:

                  (1)   Financial Statements: See Index to Consolidated
                        Financial Statements on page F-1 hereof.

                  (2)   Financial Statement Schedules: See Index to Consolidated
                        Financial Statements on page F-1 hereof.

      (b)         Exhibits:

                  See Exhibit Index.

      (c)         Reports on Form 8-K:

            i)    On October 20, 1999, the Company filed a Current Report on
                  Form 8-K dated October 19, 1999 (Item 5), which report
                  summarized the results of operations of Citicorp and its
                  subsidiaries for the three-month and nine-month periods ended
                  September 30, 1999 and September 30, 1998.

            ii)   On January 21, 2000, the Company filed a Current Report on
                  Form 8-K dated January 18, 2000 (Item 5), which report
                  summarized the results of operations of Citicorp and its
                  subsidiaries for the three-month and twelve-month periods
                  ended December 31, 1999 and December 31, 1998.


                                       37
<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.

12.01             Calculation of Ratio of Income to Fixed Charges.

12.02             Calculation of Ratio of Income to Fixed Charges Including
                  Preferred Stock Dividends.

21.01             Subsidiaries of the Registrant. Pursuant to General
                  Instruction I of Form 10-K, the list of subsidiaries of the
                  Company is omitted.

23.01             Consent of KPMG LLP.

27.01             Financial Data Schedule.


                                       38
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

                                   CITICORP
                                   (Registrant)

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

Dated: March 13, 2000

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 13, 2000 by the following persons on
behalf of the Registrant in the capacities indicated.

            Signature                                 Capacity
            ---------                                 --------

/s/ John S. Reed                        Chairman of the Board and
-----------------------------------     a Director (Principal Executive Officer)
John S. Reed

/s/ Paul J. Collins                     Director
-----------------------------------
Paul J. Collins

/s/ Robert I. Lipp                      Director
-----------------------------------
Robert I. Lipp

/s/ Victor J. Menezes                   Director
-----------------------------------
Victor J. Menezes

/s/ William R. Rhodes                   Director
-----------------------------------
William R. Rhodes

/s/ H. Onno Ruding                      Director
-----------------------------------
H. Onno Ruding

/s/ Heidi G. Miller                     Chief Financial Officer (Principal
-----------------------------------     Financial Officer)
Heidi G. Miller

/s/ Roger W. Trupin                     Vice President and Controller (Principal
-----------------------------------     Accounting Officer)
Roger W. Trupin


                                       39
<PAGE>

                            CITICORP AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 F-2

Consolidated Financial Statements

   Consolidated Statements of Income for the years ended
     December 31, 1999, 1998, and 1997                                       F-3

   Consolidated Balance Sheets as of
     December 31, 1999 and 1998                                              F-4

   Consolidated Statements of Changes in Stockholder's Equity
     for the years ended December 31, 1999, 1998, and 1997                   F-5

   Consolidated Statements of Cash Flows for the years ended
     December 31, 1999, 1998, and 1997                                       F-6

   Consolidated Balance Sheets of Citibank, N.A. and Subsidiaries
     as of December 31, 1999 and 1998                                        F-7

   Notes to Consolidated Financial Statements                         F-8 - F-38

Financial Data Supplement                                            F-39 - F-44


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Citicorp:

We have audited the accompanying consolidated balance sheets of Citicorp and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, changes in stockholder's equity and cash flows for each of
the years in the three-year period ended December 31, 1999, and the related
consolidated balance sheets of Citibank, N.A. and subsidiaries as of December
31, 1999 and 1998. These consolidated financial statements are the
responsibility of Citicorp's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citicorp and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999, and the financial position of Citibank, N.A. and
subsidiaries as of December 31, 1999 and 1998, in conformity with generally
accepted accounting principles.


/s/ KPMG LLP
------------
KPMG LLP


New York, New York
January 18, 2000


                                      F-2
<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME                      Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                               ---------------------------------------
In millions of dollars                                                            1999          1998          1997
----------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>           <C>           <C>
Interest revenue
Loans, including fees                                                            $22,927       $22,545       $20,371
Deposits with banks                                                                1,002         1,070           995
Federal funds sold and securities purchased under resale agreements                  402           738           872
Securities, including dividends                                                    3,670         3,028         2,269
Trading account assets                                                               692         1,059         1,012
Loans held for sale                                                                  549           533           440
                                                                               ---------------------------------------
                                                                                  29,242        28,973        25,959
                                                                               ---------------------------------------
Interest expense
Deposits                                                                          10,775        11,511         9,615
Trading account liabilities                                                           88           269           310
Purchased funds and other borrowings                                               1,984         2,146         1,970
Long-term debt                                                                     1,853         1,745         1,760
                                                                               ---------------------------------------
                                                                                  14,700        15,671        13,655
                                                                               ---------------------------------------
Net interest revenue                                                              14,542        13,302        12,304

Provision for credit losses                                                        2,837         2,751         2,197
                                                                               ---------------------------------------

Net interest revenue after provision for credit losses                            11,705        10,551        10,107
                                                                               ---------------------------------------

Fees, commissions, and other revenue
Fees and commissions                                                               7,547         6,457         5,991
Foreign exchange                                                                   1,569         1,628         1,486
Trading account                                                                      888           265           241
Securities transactions                                                              332           524           668
Other revenue                                                                      3,270         2,502         2,094
                                                                               ---------------------------------------
                                                                                  13,606        11,376        10,480
                                                                               ---------------------------------------
Operating expense
Salaries                                                                           6,270         6,028         5,416
Employee benefits                                                                  1,333         1,403         1,346
                                                                               ---------------------------------------
   Total employee                                                                  7,603         7,431         6,762
Net premises and equipment                                                         2,505         2,207         1,992
Restructuring-related items and merger-related costs                                 154         1,011           880
Other expense                                                                      6,756         6,362         4,844
                                                                               ---------------------------------------
                                                                                  17,018        17,011        14,478
                                                                               ---------------------------------------
Income before taxes                                                                8,293         4,916         6,109

Income taxes                                                                       3,098         1,820         2,268
                                                                               ---------------------------------------

Net income                                                                       $ 5,195       $ 3,096       $ 3,841
-------------------------------------------------------------------------------=======================================
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-3
<PAGE>

CONSOLIDATED BALANCE SHEETS                            Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                               ----------------------------
In millions of dollars                                                             1999            1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>
Assets
Cash and due from banks                                                          $ 11,385        $  9,031
Deposits at interest with banks                                                    12,095          11,643
Securities, at fair value
   Available for sale and short-term and other                                     46,592          41,671
   Venture capital                                                                  4,160           3,297
Trading account assets                                                             31,540          33,667
Loans held for sale                                                                 4,463           5,013
Federal funds sold and securities purchased under resale agreements                 6,048           6,888
Loans, net
   Consumer                                                                       148,715         132,255
   Commercial                                                                      96,738          88,024
                                                                               ----------------------------
Loans, net of unearned income                                                     245,453         220,279
   Allowance for credit losses                                                     (6,679)         (6,617)
                                                                               ----------------------------
Total loans, net                                                                  238,774         213,662
Customers' acceptance liability                                                     1,133           1,280
Premises and equipment, net                                                         4,900           5,390
Interest and fees receivable                                                        3,836           3,900
Other assets                                                                       23,644          20,492
                                                                               ----------------------------
Total                                                                            $388,570        $355,934
-------------------------------------------------------------------------------============================
Liabilities
Non-interest-bearing deposits in U.S. offices                                    $ 19,492        $ 17,058
Interest-bearing deposits in U.S. offices                                          49,462          44,169
Non-interest-bearing deposits in offices outside the U.S.                          12,132          10,856
Interest-bearing deposits in offices outside the U.S.                             179,627         154,052
                                                                               ----------------------------
Total deposits                                                                    260,713         226,135
Trading account liabilities                                                        27,429          30,171
Purchased funds and other borrowings                                               25,096          25,495
Acceptances outstanding                                                             1,222           1,381
Accrued taxes and other expense                                                     8,416           7,250
Other liabilities                                                                  13,204          13,967
Long-term debt                                                                     26,443          26,849

Stockholder's Equity
Common stock: ($ 0.01 par value)
   issued shares: 1,000 in each period                                                 --              --
Surplus                                                                             5,844           5,361
Retained earnings                                                                  20,498          19,928
Accumulated other changes in equity from nonowner sources                            (295)           (603)
                                                                               ----------------------------
Total Stockholder's Equity                                                         26,047          24,686
                                                                               ----------------------------
Total                                                                            $388,570        $355,934
-------------------------------------------------------------------------------============================
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

                                                       Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                            Year Ended December 31,
                                                                                      ---------------------------------
In millions of dollars                                                                    1999       1998       1997
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>        <C>        <C>
Preferred stock (without par value)
Balance at beginning of year                                                            $    --    $ 1,903    $ 2,078
Conversion of outstanding preferred stock into Citigroup preferred stock                     --       (863)        --
Redemption of perpetual preferred stock (1)                                                  --     (1,040)        --
Redemption of perpetual preferred stock, Series 14                                           --         --       (175)
                                                                                      ---------------------------------
Balance at end of year                                                                  $    --    $    --    $ 1,903
--------------------------------------------------------------------------------------=================================
Common stock ($0.01 par value in 1999 and in 1998 and $1.00 par value in 1997)
Balance at beginning of year--Shares: 1,000 in 1999, 506,298,235 in 1998 and 1997       $    --    $   506    $   506
Exchange of 506,298,235 shares for shares of Citigroup Common Stock                          --       (506)        --
                                                                                      ---------------------------------
Balance at end of year--Shares: 1,000 in 1999 and in 1998 and 506,298,235 in 1997(2)    $    --    $    --    $   506
--------------------------------------------------------------------------------------=================================
Surplus
Balance at beginning of year                                                            $ 5,361    $ 7,186    $ 6,759
Capital contribution from Citigroup                                                         321      1,276        521
Employee benefit plans and related tax benefits                                             162         34       (109)
Adjustment for retirement of treasury shares,
  conversion of preferred stock, and exchange of common stock                                --     (3,128)        --
Issuance of stock under dividend reinvestment and common stock purchase plan                 --          7         15
Other activity                                                                               --        (14)        --
                                                                                      ---------------------------------
Balance at end of year                                                                  $ 5,844    $ 5,361    $ 7,186
--------------------------------------------------------------------------------------=================================
Retained earnings
Balance at beginning of year                                                            $19,928    $17,708    $15,170
Net income                                                                                5,195      3,096      3,841
Cash dividends declared -- common                                                        (4,625)      (798)    (1,162)
Cash dividends declared -- preferred                                                         --        (78)      (141)
                                                                                      ---------------------------------
Balance at end of year                                                                  $20,498    $19,928    $17,708
--------------------------------------------------------------------------------------=================================
Accumulated other changes in equity from nonowner sources
Balance at beginning of year                                                            ($  603)   ($   79)   $   185
Net change in unrealized gains and losses on securities available for sale,
  net of tax                                                                                361       (568)      (124)
Foreign currency translations adjustment, net of tax                                        (53)        44       (140)
                                                                                      ---------------------------------
Balance at end of year                                                                  ($  295)   ($  603)   ($   79)
--------------------------------------------------------------------------------------=================================
Common stock in treasury, at cost
Balance at beginning of year -- Shares: 52,355,947 in 1998
  and 43,081,217 in 1997                                                                $    --    ($4,412)   ($2,950)
Retirement of 53,570,309 shares of common stock in treasury in 1998                          --      4,497         --
Repurchase of 3,952,019 in 1998 and 18,836,904 shares in 1997                                --       (483)    (2,259)
Other transactions, including issuances under employee benefit plans
  shares: (2,737,657) in 1998 and (9,562,174) in 1997                                        --        398        797
                                                                                      ---------------------------------
Balance at end of year--Shares: 52,355,947 in 1997                                      $    --    $    --    ($4,412)
--------------------------------------------------------------------------------------=================================
Total stockholder's equity
Balance at beginning of year                                                            $24,686    $22,812    $21,748
Changes during the year, net                                                              1,361      1,874      1,064
                                                                                      ---------------------------------
Balance at end of year                                                                  $26,047    $24,686    $22,812
--------------------------------------------------------------------------------------=================================
Summary of changes in equity from nonowner sources
Net income                                                                              $ 5,195    $ 3,096    $ 3,841
Other changes in equity from nonowner sources, net of tax                                   308       (524)      (264)
                                                                                      ---------------------------------
Total changes in equity from nonowner sources                                           $ 5,503    $ 2,572    $ 3,577
--------------------------------------------------------------------------------------=================================
</TABLE>

(1)   Includes redemptions of Preferred Stock, Second Series of $220 million,
      Third Series of $83 million, Series 8A of $62 million, Series 16 of $325
      million and Series 17 of $350 million in 1998.
(2)   During 1998 Citicorp issued to Citigroup 1,000 shares of common stock,
      $0.01 par value.
--------------------------------------------------------------------------------

See Notes to Consolidated Financial Statements.


                                      F-5
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS                  Citicorp and Subsidiaries

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                                ---------------------------------------
In millions of dollars                                                              1999         1998         1997
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>          <C>
Cash flows from operating activities
Net income                                                                        $   5,195    $   3,096    $   3,841
Adjustments to reconcile net income to net cash
  provided by operating activities
   Provision for credit losses                                                        2,837        2,751        2,197
   Depreciation and amortization of premises and equipment                              917          817          789
   Amortization of goodwill and acquisition premium costs                               297          257           49
   Provision (benefit) for deferred taxes                                               115         (103)        (888)
   Restructuring-related items and merger-related costs                                 154        1,011          880
   Venture capital activity                                                            (863)        (698)        (475)
   Net gain on sale of securities                                                      (332)        (524)        (668)
   Changes in accruals and other, net                                                  (793)      (4,760)       3,158
   Net decrease (increase) in loans held for sale                                       550       (1,493)      (2,402)
   Net decrease (increase) in trading account assets                                  2,127        6,689       (9,571)
   Net (decrease) increase in trading account liabilities                            (2,742)        (815)       8,983
                                                                                ---------------------------------------
Total adjustments                                                                     2,267        3,132        2,052
                                                                                ---------------------------------------
Net cash provided by operating activities                                             7,462        6,228        5,893
-----------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Net (increase) decrease in deposits at interest with banks                             (452)       1,406       (1,401)
Securities -- available for sale
   Purchases                                                                        (58,617)     (59,137)     (53,073)
   Proceeds from sales                                                               25,079       23,570       28,141
   Maturities                                                                        28,740       28,980       19,340
Net decrease in federal funds sold and
  securities purchased under resale agreements                                          840        3,345          900
Net increase in loans                                                              (115,743)    (167,505)    (118,762)
Proceeds from sales of loans                                                         87,906      146,462      103,705
Business acquisitions                                                                (2,150)      (3,890)      (1,618)
Capital expenditures on premises and equipment                                       (1,114)      (1,408)      (1,290)
Proceeds from sales of premises and equipment,
  subsidiaries and affiliates, and other real estate owned                            1,281          718        1,157
                                                                                ---------------------------------------
Net cash used in investing activities                                               (34,230)     (27,459)     (22,901)
-----------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Net increase in deposits                                                             34,578       27,014       14,166
Net (decrease) increase in federal funds purchased
  and securities sold under repurchase agreements                                    (2,445)        (823)       1,237
Net increase (decrease) in commercial paper and funds borrowed                        2,027       (3,764)       5,160
Proceeds from issuance of long-term debt                                              3,909        7,688        7,721
Repayment of long-term debt                                                          (4,354)      (6,951)      (6,119)
Dividends paid                                                                       (4,625)        (884)      (1,303)
Contribution from Citigroup parent company                                              321          628          521
Redemption of preferred stock                                                            --       (1,040)        (175)
Proceeds from issuance of common stock                                                   --          243          434
Treasury stock repurchases                                                               --         (483)      (2,259)
                                                                                ---------------------------------------
Net cash provided by financing activities                                            29,411       21,628       19,383
-----------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and due from banks                             (289)          31         (688)
                                                                                ---------------------------------------
Net increase in cash and due from banks                                               2,354          428        1,687
Cash and due from banks at beginning of year                                          9,031        8,603        6,916
                                                                                ---------------------------------------
Cash and due from banks at end of year                                            $  11,385    $   9,031    $   8,603
--------------------------------------------------------------------------------=======================================
Supplemental disclosure of cash flow information
Cash paid during the year for:
   Interest                                                                       $  13,415    $  14,458    $  12,134
   Income taxes                                                                       2,551        1,949        2,511
Non-cash investing activities -- transfers to other real estate owned                   284          350          395
--------------------------------------------------------------------------------=======================================
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-6
<PAGE>

CONSOLIDATED BALANCE SHEETS                      Citibank, N.A. and Subsidiaries

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                    --------------------------
In millions of dollars                                                   1999         1998
----------------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>
Assets
Cash and due from banks                                               $  10,648    $   8,052
Deposits at interest with banks                                          12,961       15,782
Securities, at fair value
   Available for sale                                                    37,071       34,519
   Venture capital                                                        3,423        2,811
Trading account assets                                                   28,321       31,683
Loans held for sale                                                       1,279        1,164
Federal funds sold and securities purchased under resale agreements       7,255        8,039
Loans, net of unearned income                                           207,935      181,344
Allowance for credit losses                                              (4,647)      (4,709)
                                                                    --------------------------
Loans, net                                                              203,288      176,635
Customers' acceptance liability                                           1,134        1,281
Premises and equipment, net                                               3,808        4,022
Interest and fees receivable                                              3,345        2,893
Other assets                                                             15,366       14,014
                                                                    --------------------------
Total                                                                 $ 327,899    $ 300,895
--------------------------------------------------------------------==========================
Liabilities
Non-interest-bearing deposits in U.S. offices                         $  15,501    $  13,271
Interest-bearing deposits in U.S. offices                                32,469       27,239
Non-interest-bearing deposits in offices outside the U.S.                12,185       10,731
Interest-bearing deposits in offices outside the U.S.                   174,677      151,687
                                                                    --------------------------
Total deposits                                                          234,832      202,928
Trading account liabilities                                              26,196       30,753
Purchased funds and other borrowings                                     19,112       22,096
Acceptances outstanding                                                   1,222        1,382
Accrued taxes and other expense                                           5,273        4,572
Other liabilities                                                         7,950        8,230
Long-term debt and subordinated notes                                    11,752       11,202

Stockholder's equity
Capital stock ($20.00 par value)                                            751          751
   outstanding shares: 37,534,553 in each period
Surplus                                                                   9,836        9,397
Retained earnings                                                        11,565       10,356
Accumulated other changes in equity from nonowner sources (1)              (590)        (772)
                                                                    --------------------------
Total stockholder's equity                                               21,562       19,732
                                                                    --------------------------
Total                                                                 $ 327,899    $ 300,895
--------------------------------------------------------------------==========================
</TABLE>

(1)   Amounts at December 31, 1999 and 1998 include the after-tax amounts for
      net unrealized gains (losses) on securities available for sale of $116
      million and ($113) million, respectively, and foreign currency translation
      of ($706) million and ($659) million, respectively.
--------------------------------------------------------------------------------

See Notes to Consolidated Financial Statements.


                                      F-7
<PAGE>

CITICORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Citicorp, its
wholly owned subsidiary, Citibank, N.A., and their majority-owned subsidiaries
(the Company). Twenty-to-fifty-percent-owned affiliates, other than investments
of designated venture capital subsidiaries, are accounted for under the equity
method, and the pro rata share of their income (loss) is included in other
revenue. Income from investments in less than twenty-percent-owned companies is
recognized when dividends are received. Gains and losses on disposition of
branches, subsidiaries, affiliates, and other investments and charges for
management's estimate of impairment in value that is other than temporary, such
that recovery of the carrying amount is deemed unlikely, are included in other
revenue. Goodwill and other intangible assets are amortized over their estimated
useful lives, subject to periodic review for impairment that is other than
temporary.

The effects of translating operations with a functional currency other than the
U.S. dollar are included in stockholder's equity along with related hedge and
tax effects. The effects of translating operations with the U.S. dollar as the
functional currency, including those in highly inflationary environments, are
included in other revenue along with related hedge effects.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Securities and Trading Account Activities

Marketable equity securities and debt securities available for sale are carried
at fair value, with unrealized gains and losses reported in a separate component
of stockholder's equity net of applicable income taxes. Declines in fair value
that are determined to be other than temporary are charged to earnings. Realized
gains and losses on sales of securities are included in earnings on a specific
identified cost basis.

Citicorp's venture capital subsidiaries include subsidiaries registered as Small
Business Investment Companies and those other subsidiaries that engage
exclusively in venture capital activities. Venture capital investments are
carried at fair value, with changes in fair value recognized in other revenue.
The fair values of publicly-traded securities held by these subsidiaries are
generally based upon quoted market prices. In certain situations, including
thinly-traded securities, large-block holdings, restricted shares or other
special situations, the quoted market price is adjusted to produce an estimate
of the attainable fair value for the securities. For securities that are not
publicly traded, estimates of fair value are made based upon review of the
investee's financial results, condition, and prospects, together with
comparisons to similar companies for which quoted market prices are available.

Trading account assets include securities and money market instruments held in
anticipation of short-term market movements and for resale to customers, and are
valued at market. Gains and losses, both realized and unrealized, are included
in trading account revenue. Obligations to deliver securities sold but not yet
purchased are also valued at market and included in trading account liabilities.
Trading account activities also include derivative and foreign exchange
products. Derivative trading positions are carried at fair value, with realized
and unrealized gains and losses included in trading account revenue. Foreign
exchange trading positions are valued at prevailing market rates on a present
value basis, and the resulting gains and losses are included in foreign exchange
revenue. The determination of market or fair value considers various factors,
including: closing exchange or over-the-counter market price quotations; time
value and volatility factors underlying options, warrants and derivatives; price
activity for equivalent or synthetic instruments; counterparty credit quality;
the potential impact on market prices or fair value of liquidating the Company's
positions in an orderly manner over a reasonable period of time under current
market conditions; and derivatives transaction maintenance costs during that
period. Revaluation gains (losses) on derivative and foreign exchange contracts
are reported gross in trading account assets (liabilities), reduced by the
effects of qualifying netting agreements with counterparties.


                                      F-8
<PAGE>

Repurchase and Resale Agreements

Citicorp's policy is to take possession of securities purchased under agreements
to resell. The market value of securities to be repurchased and resold is
monitored, and additional collateral is obtained where appropriate to protect
against credit exposure.

Risk Management Activities

Citicorp manages its exposures to market rate movements outside of its trading
activities by modifying the asset and liability mix, either directly or through
the use of derivative financial products including interest rate swaps, futures,
forwards, and purchased option positions such as interest rate caps, floors, and
collars. These end-user derivative contracts include qualifying hedges and
qualifying positions that modify the interest rate characteristics of specified
financial instruments. Derivative instruments not qualifying as end-user
positions are treated as trading positions and carried at fair value.

To qualify as a hedge, the swap, futures, forward, or purchased option position
must be designated as a hedge and effective in reducing the market risk of an
existing asset, liability, firm commitment, or identified anticipated
transaction which is probable to occur. To qualify as a position modifying the
interest rate characteristics of an instrument, there must be a documented and
approved objective to synthetically alter the market risk characteristics of an
existing asset, liability, firm commitment or identified anticipated transaction
which is probable to occur, and the swap, forward or purchased option position
must be designated as such a position and effective in accomplishing the
underlying objective.

The foregoing criteria are applied on a decentralized basis, consistent with the
level at which market risk is managed, but are subject to various limits and
controls. The underlying assets, liability, firm commitment or anticipated
transaction may be an individual item or a portfolio of similar items.

The effectiveness of these contracts is evaluated on an initial and ongoing
basis using quantitative measures of correlation. If a contract is found to be
ineffective, it no longer qualifies as an end-user position and any excess gains
and losses attributable to such ineffectiveness as well as subsequent changes in
fair value are recognized in earnings.

End-user contracts are primarily employed in association with on-balance sheet
instruments accounted for at amortized cost, including loans, deposits, and
long-term debt, and with credit card securitizations. These qualifying end-user
contracts are accounted for consistent with the risk management strategy as
follows. Amounts payable and receivable on interest rate swaps and options are
accrued according to the contractual terms and included currently in the related
revenue and expense category as an element of the yield on the associated
instrument (including the amortization of option premiums). Amounts paid or
received over the life of futures contracts are deferred until the contract is
closed; accumulated deferred amounts on futures contracts and amounts paid or
received at settlement of forward contracts are accounted for as elements of the
carrying value of the associated instrument, affecting the resulting yield.

End-user contracts related to instruments that are carried at fair value are
also carried at fair value, with amounts payable and receivable accounted for as
an element of the yield on the associated instrument. When related to securities
available for sale, fair value adjustments are reported in stockholder's equity,
net of tax.

If an end-user derivative contract is terminated, any resulting gain or loss is
deferred and amortized over the original term of the agreement provided that the
effectiveness criteria have been met. If the underlying designated items are no
longer held, or if an anticipated transaction is no longer likely to occur, any
previously unrecognized gain or loss on the derivative contract is recognized in
earnings and the contract is accounted for at fair value with subsequent changes
recognized in earnings.

Foreign exchange contracts which qualify under applicable accounting guidelines
as hedges of foreign currency exposures, including net capital investments
outside the U.S., are revalued at the spot rate with any forward premium or
discount recognized over the life of the contract in net interest revenue. Gains
and losses on foreign exchange contracts which qualify as a hedge of a firm
commitment are deferred and recognized as part of the measurement of the related
transaction, unless deferral of a loss would lead to recognizing losses on the
transaction in later periods.


                                      F-9
<PAGE>

Loans

The consumer loan category represents loans managed by Citicorp's Global
Consumer business and the Citibank Private Bank. Consumer loans are generally
written off not 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 by loan product and by country. The policy for
suspending accruals of interest on consumer loans varies depending on the terms,
security and loan loss experience characteristics of each product, and in
consideration of write-off criteria in place.

The commercial loan category represents loans managed by Citicorp's Global
Corporate Bank businesses. Commercial loans are identified as impaired and
placed on a cash (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. Any interest accrued is reversed and charged against
current earnings, and interest is thereafter included in earnings only to the
extent actually received in cash. When there is doubt regarding the ultimate
collectibility of principal, all cash receipts are thereafter applied to reduce
the recorded investment in the loan. Impaired commercial loans are written down
to the extent that principal is judged to be uncollectible. Impaired
collateral-dependent loans where repayment is expected to be provided solely by
the underlying collateral and there are no other available and reliable sources
of repayment are written down to the lower of cost or collateral value.
Cash-basis loans are returned to an accrual status when all contractual
principal and interest amounts are reasonably assured of repayment and there is
a sustained period of repayment performance in accordance with the contractual
terms.

Loans include Citicorp's share of aggregate rentals on lease financing
transactions and residual values net of related unearned income. Lease financing
transactions substantially represent direct financing leases and also include
leveraged leases. Unearned income is amortized under a method, which
substantially results in an approximate level rate of return when related to the
unrecovered lease investment. Gains and losses from sales of residual values of
leased equipment are included in other revenue.

Citicorp classifies credit card receivables and consumer mortgage loans
originated for sale as loans held for sale, which are accounted for at the lower
of aggregate cost or fair value with net credit losses charged to other revenue.

Allowance for Credit Losses

The allowance for credit losses represents management's estimate of probable
losses inherent in the portfolio. This evaluation includes an assessment of the
ability of borrowers with foreign currency obligations to obtain the foreign
exchange necessary for orderly debt servicing. Attribution of the allowance is
made for analytical purposes only, and the entire allowance is available to
absorb probable credit losses inherent in the portfolio. Additions to the
allowance are made by means of the provision for credit losses. Credit losses
are deducted from the allowance, and subsequent recoveries are added. Securities
received in exchange for loan claims in debt restructurings are initially
recorded at fair value, with any gain or loss reflected as a recovery or
charge-off to the allowance, and are subsequently accounted for as securities
available for sale.

Larger-balance, non-homogenous exposures representing significant individual
credit exposures are evaluated based upon the borrower's overall financial
condition, resources, and payment record; the prospects for support from any
financially responsible guarantors; and, if appropriate, the realizable value of
any collateral. The allowance for loan losses attributed to these loans is
established via a process which begins with estimates of probable loss inherent
in the portfolio based upon various statistical analyses. These analyses
consider historical and projected default rates and loss severities; internal
risk ratings; geographic, industry, and other environmental factors; and model
imprecision. Management also considers overall portfolio indicators including
trends in internally risk-rated exposures, classified exposures, cash-basis
loans, and historical and forecasted write-offs; a review of industry,
geographic, and portfolio concentrations, including current developments within
those segments; and the current business strategy and credit process including
credit limit setting and compliance, credit approvals, loan underwriting
criteria, and loan workout procedures. Within the allowance for credit losses, a
valuation allowance is maintained for larger-balance, non-homogenous loans that
have been individually determined to be impaired. This estimate considers all
available evidence including, as appropriate, the present value of the expected
future cash flows discounted at the loan's contractual effective rate, the
secondary market value of the loan, the fair value of collateral, and
environmental factors.

Each portfolio of smaller balance, homogenous loans, including consumer
mortgage, installment, revolving credit and most other consumer loans, is
collectively evaluated for impairment The allowance for loan losses attributed
to these


                                      F-10
<PAGE>

loans is established via a process which begins with estimates of probable
losses inherent in the portfolio, based upon various statistical analyses. These
include migration analysis, in which historical delinquency and credit loss
experience is applied to the current aging of the portfolio, together with
analyses which reflect current trends and conditions. Management also considers
overall portfolio indicators including historical credit losses, delinquent,
non-performing and classified loans, and trends in volumes and terms of loans;
an evaluation of overall credit quality and the credit process, including
lending policies and procedures; consideration of economic, geographical,
product, and other environmental factors; and model imprecision.

Other Real Estate Owned

Upon repossession, loans are adjusted if necessary to the estimated fair value
of the underlying collateral and transferred to Other Real Estate Owned, which
is reported in other assets net of a valuation allowance for selling costs and
net declines in value as appropriate.

Employee Benefits

Employee benefits expense includes prior and current service costs of pension
and other postretirement benefit plans, which are accrued on a current basis,
contributions and unrestricted awards under other employee plans, the
amortization of restricted stock awards, and costs of other employee benefits.
There are no charges to earnings upon the grant or exercise of fixed stock
options or the subscription for or purchase of stock under stock purchase
agreements. Compensation expense related to performance-based stock options is
recorded over the period to the estimated vesting dates.

Income Taxes

Deferred taxes are recorded for the future tax consequences of events that have
been recognized in the financial statements or tax returns, based upon enacted
tax laws and rates, including an appropriate provision for taxes on
undistributed income of subsidiaries and affiliates. Deferred tax assets are
recognized subject to management's judgment that realization is more likely than
not.

Cash Flows

Cash flows from risk management activities are classified in the same category
as the related assets and liabilities. Cash equivalents are defined as those
amounts included in cash and due from banks.

Future Application of Accounting Standards

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. The new standard 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 the new accounting standard, which will depend, among
other things, on the possibility of additional amendments and interpretations of
the standard prior to the effective date.


                                      F-11
<PAGE>

2. Business Combinations

Contribution of CitiFinancial Credit Company

On August 4, 1999, CitiFinancial Credit Company (formerly Commercial Credit
Company) (CCC), an indirect wholly-owned subsidiary of Citigroup Inc.
(Citigroup), was contributed to and became a subsidiary of Citicorp Banking
Corporation, a wholly-owned subsidiary of Citicorp. The consolidated financial
statements, as well as the Parent Company Only financial statements disclosed in
Note 25, give retroactive effect to the contribution as a combination of
entities under common control in a transaction accounted for in a manner similar
to a pooling of interests. This method of accounting requires the restatement of
all periods presented as if Citicorp and CCC had always been combined.

Merger with Travelers

On October 8, 1998, Citicorp merged with and into a newly formed, wholly owned
subsidiary of Travelers Group Inc. (Travelers) (the Merger). Following the
Merger, Travelers changed its name to Citigroup. Under the terms of the Merger,
1.698 billion shares (adjusted to reflect the three-for-two stock split in
Citigroup's common stock in May 1999) of Citigroup common stock were issued in
exchange for all of the outstanding shares of Citicorp common stock. The merger
was accounted for under the pooling of interests method. Additionally, as of
October 8, 1998, the shares of Citicorp common stock held in treasury were
retired. The effect of these transactions was an elimination of Citicorp common
stock and Citicorp preferred stock, with an offsetting adjustment to surplus,
resulting in no change in the amount of Citicorp's total stockholder's equity.

Transactions in Citicorp common stock and preferred stock occurring prior to the
merger are reflected on a historical basis in the Consolidated Financial
Statements, with the number of common shares adjusted to reflect the exchange
and the May 1999 three-for-two split in Citigroup's common stock.

Acquisition of Universal Card Services

On April 2, 1998, Citicorp completed its acquisition of Universal Card Services
from AT&T for $3.5 billion in cash. This purchase added $15 billion in customer
receivables and 13.5 million accounts. In addition, Citicorp entered into a
ten-year cobranding and joint marketing agreement with AT&T.

3. Business Segment Information

Citicorp's businesses provide a broad range of financial services to consumer
and corporate customers around the world. Citicorp's activities are conducted
through Global Consumer, Global Corporate Bank, Global Investment Management and
Private Banking, and Investment Activities.

Global Consumer delivers a wide array of banking, lending, and investment
services, including the issuance of credit and charge cards, in 52 countries and
territories. The businesses included in Global Corporate Bank serve
corporations, financial institutions, governments, and other participants in 100
countries and territories. The Global Investment Management and Private Banking
group offers a broad range of asset management products and services from global
investment centers around the world, including mutual funds, closed-end funds,
and managed accounts to institutional, high net-worth, and retail clients. The
Investment Activities segment includes the Company's venture capital activities,
the realized investment gains and losses 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. Corporate/Other
includes net corporate treasury results, and corporate staff and other corporate
expenses.


                                      F-12
<PAGE>

The following table presents certain information regarding these industry
segments:

<TABLE>
<CAPTION>
In millions of
  dollars, except                  Total Revenues,
  identifiable                Net of Interest Expense (1)                    Income Taxes
  assets                 --------------------------------------------------------------------------------
  in billions                1999       1998 (3)       1997 (3)       1999        1998 (3)       1997 (3)
---------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>            <C>            <C>         <C>            <C>
Global Consumer (4)      $ 17,118   $ 14,679       $ 12,940       $  1,746    $    976       $    883
Global Corporate
  Bank (4)                  8,410      7,546          7,298          1,097         652            867
Global Investment
  Management and
  Private Banking           1,560      1,478          1,375            157         122            157
Corporate/Other               196        (54)          (164)          (179)       (262)          (138)
Investment
 Activities                   864      1,029          1,335            277         332            499
                         --------------------------------------------------------------------------------
Total                    $ 28,148   $ 24,678       $ 22,784       $  3,098    $  1,820       $  2,268
---------------------------------------------------------------------------------------------------------

<CAPTION>
In millions of
  dollars, except                                                              Identifiable
  identifiable                  Net Income (Loss) (2)                       Assets at Year-End
  assets                 ---------------------------------------------------------------------------
  in billions                1999        1998 (3)       1997 (3)       1999       1998 (3)      1997 (3)
----------------------------------------------------------------------------------------------------
<S>                      <C>         <C>            <C>            <C>        <C>           <C>
Global Consumer (4)      $  2,892    $  1,504       $  1,507       $    168   $    155      $    133
Global Corporate
  Bank (4)                  1,854       1,101          1,460            176        165           159
Global Investment
  Management and
  Private Banking             266         204            261             25         19            17
Corporate/Other              (340)       (370)          (247)             9          9             6
Investment
 Activities                   523         657            860             11          8             9
                         ---------------------------------------------------------------------------
Total                    $  5,195    $  3,096       $  3,841       $    389   $    356      $    324
----------------------------------------------------------------------------------------------------
</TABLE>

(1)   Includes total revenues, net of interest expense, in the United States of
      $14.124 billion, $12.601 billion, and $10.970 billion in 1999, 1998, and
      1997, respectively. Total revenues, net of interest expense attributable
      to individual foreign countries, are not material to the total.

(2)   For the 1999 period, Global Consumer, Global Corporate Bank, Global
      Investment Management and Private Banking, and Corporate/Other results
      reflect after-tax restructuring charges (credits) of $56 million, $22
      million, ($2) million, and $20 million, respectively. For the 1998 period,
      Global Consumer, Global Corporate Bank, Global Investment Management and
      Private Banking, and Corporate/Other results reflect after-tax
      restructuring charges and merger-related costs of $393 million, $137
      million, $52 million, and $67 million, respectively. For the 1997 period,
      Global Consumer, Global Corporate Bank, Global Investment Management and
      Private Banking, and Corporate/Other results reflect after-tax
      restructuring charges of $333 million, $168 million, $18 million, and $31
      million, respectively.

(3)   Reclassified to conform to the 1999 presentation, including changes in
      capital and tax allocations among the segments.

(4)   Includes provision for credit losses in the Global Consumer results of
      $2,477 million, $2,362 million, and $2,238 million, and in the Global
      Corporate Bank results of $348 million, $394 million, and $36 million for
      1999, 1998, and 1997, respectively.
--------------------------------------------------------------------------------

4. Securities

In millions of dollars at year-end                              1999      1998
--------------------------------------------------------------------------------
Securities available for sale, at fair value                   $46,403   $41,571
Short-term and other                                               189       100
                                                               -----------------
Available for sale and short-term and other                    $46,592   $41,671
                                                               =================
Venture capital, at fair value                                 $ 4,160   $ 3,297
---------------------------------------------------------------=================

<TABLE>
<CAPTION>
                                                                                      1999
                                           -----------------------------------------------
                                                            Gross         Gross
                                           Amortized   Unrealized    Unrealized       Fair
In millions of dollars at year-end              Cost        Gains        Losses      Value
------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>       <C>
Securities available for sale
U.S. Treasury and Federal agency             $ 8,824      $    23        $   211   $ 8,636
State and municipal                            3,534          182            144     3,572
Foreign government                            23,901          463            309    24,055
U.S. corporate                                 3,009           80            197     2,892
Other debt securities                          3,279           38             20     3,297
Equity securities (1)                          3,251          814            114     3,951
                                             ---------------------------------------------
                                             $45,798      $ 1,600        $   995   $46,403
                                             =============================================
Securities available for sale include:
    Mortgage-backed securities               $ 5,258      $     7        $   191   $ 5,074
    Government of Brazil
      Brady Bonds                                688          302             --       990
    Government of Venezuela
      Brady Bonds                                422           --             91       331
==========================================================================================

<CAPTION>
                                                                                       1998
                                             -----------------------------------------------
                                                              Gross       Gross
                                             Amortized   Unrealized  Unrealized        Fair
In millions of dollars at year-end                Cost        Gains      Losses        Value
-------------------------------------------------------------------------------------------
<S>                                            <C>          <C>         <C>         <C>
Securities available for sale
U.S. Treasury and Federal agency               $ 5,136      $    78     $     2     $ 5,212
State and municipal                              3,361          247         224       3,384
Foreign government                              24,945          331         595      24,681
U.S. corporate                                   2,633          287         224       2,696
Other debt securities                            2,692           83          34       2,741
Equity securities (1)                            2,790          206         139       2,857
                                             ----------------------------------------------
                                               $41,557      $ 1,232     $ 1,218     $41,571
                                             ==============================================
Securities available for sale include:
    Mortgage-backed securities                 $ 3,695      $    23     $     2     $ 3,716
    Government of Brazil
      Brady Bonds                                  660           26          --         686
    Government of Venezuela
      Brady Bonds                                  478           --         174         304
===========================================================================================
</TABLE>

(1)   Includes non-marketable equity securities carried at cost, which are
      reported in both the amortized cost and fair value columns.
--------------------------------------------------------------------------------


                                      F-13
<PAGE>

The accompanying table shows components of interest and dividends on securities,
realized gains and losses from sales of securities available for sale, and net
gains on investments held by venture capital subsidiaries.

In millions of dollars                                  1999      1998      1997
--------------------------------------------------------------------------------
Taxable interest                                      $3,399    $2,791    $2,023
Interest exempt from U.S. federal income tax             154       145       136
Dividends                                                117        92       110
--------------------------------------------------------------------------------
Gross realized securities gains                       $  576    $  792    $  754
Gross realized securities losses                         244       268        86
--------------------------------------------------------------------------------
Net realized and unrealized venture
  capital gains which included:                       $  816    $  487    $  749
   Gross unrealized gains                                999       709       612
   Gross unrealized losses                               587       412        82
------------------------------------------------------==========================

The following table presents the amortized cost, fair value, and average yield
on amortized cost of debt securities available for sale by contractual maturity
dates as of December 31, 1999:

                                           Amortized          Fair
In millions of dollars                          Cost         Value         Yield
--------------------------------------------------------------------------------
U.S. Treasury and Federal agency
Due within 1 year                            $ 2,482       $ 2,482         5.40%
After 1 but within 5 years                     1,059         1,042         5.48
After 5 but within 10 years                      338           330         6.51
After 10 years (1)                             4,945         4,782         6.41
                                             ---------------------
Total                                        $ 8,824       $ 8,636         6.02
---------------------------------------------===================================
State and municipal
Due within 1 year                            $    --       $    --           --%
After 1 but within 5 years                       218           224         5.96
After 5 but within 10 years                      642           670         5.76
After 10 years (1)                             2,674         2,678         6.02
                                             ---------------------
Total                                        $ 3,534       $ 3,572         5.97
---------------------------------------------===================================
All other (2)
Due within 1 year                            $11,216       $10,069         7.34%
After 1 but within 5 years                    12,584        13,763        12.54
After 5 but within 10 years                    2,995         2,899         7.15
After 10 years (1)                             3,394         3,513         7.69
                                             ---------------------
Total                                        $30,189       $30,244         9.53
---------------------------------------------===================================

(1)   Securities with no stated maturities are included as contractual
      maturities of greater than 10 years. Actual maturities may differ due to
      call or prepayment rights.
(2)   Includes foreign government, U.S. corporate, and other debt securities.
      Yields reflect the impact of local interest rates prevailing in countries
      outside the United States.

5. Trading Account Assets and Liabilities

In millions of dollars at year-end                             1999        1998
--------------------------------------------------------------------------------
Trading Account Assets
U.S. Treasury and Federal agency securities                  $   131     $    86
Foreign government, corporate and other securities            10,627       8,010
Derivative and foreign exchange contracts (1)                 20,782      25,571
                                                             -------------------
                                                             $31,540     $33,667
-------------------------------------------------------------===================
Trading Account Liabilities
Securities sold, not yet purchased                           $ 4,391     $ 2,644
Derivative and foreign exchange contracts (1)                 23,038      27,527
                                                             -------------------
                                                             $27,429     $30,171
-------------------------------------------------------------===================

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

The average fair value of trading account assets during 1999 was $34.8 billion,
including $24.9 billion relating to derivative and foreign exchange contracts,
compared with $41.3 billion and $26.7 billion, respectively, during 1998.


                                      F-14
<PAGE>

The average fair value of trading account liabilities during 1999 was $27.9
billion, including $25.3 billion relating to derivative and foreign exchange
contracts, compared with $30.2 billion and $25.0 billion, respectively, during
1998.

6. Loans

In millions of dollars at year-end                         1999           1998
--------------------------------------------------------------------------------
Consumer
In U.S. offices
Mortgage and real estate (1) (2)                       $  37,261      $  29,962
Installment, revolving credit, and other                  51,570         47,869
                                                       ------------------------
                                                          88,831         77,831
                                                       ------------------------
In offices outside the U.S.
Mortgage and real estate (1) (3)                          21,529         19,456
Installment, revolving credit, and other                  39,306         36,048
Lease financing                                              475            484
                                                       ------------------------
                                                          61,310         55,988
                                                       ------------------------
                                                         150,141        133,819
Unearned income                                           (1,426)        (1,564)
                                                       ------------------------
Consumer loans, net of unearned income                 $ 148,715      $ 132,255
-------------------------------------------------------========================
Commercial
In U.S. offices
Commercial and industrial (4)                          $  17,685      $  13,952
Mortgage and real estate (1)                                 910          2,165
Lease financing                                            3,392          2,951
                                                       ------------------------
                                                          21,987         19,068
                                                       ------------------------
In offices outside the U.S.
Commercial and industrial (4)                             60,660         55,828
Mortgage and real estate (1)                               1,728          1,792
Loans to financial institutions                            7,692          8,008
Governments and official institutions                      3,250          2,132
Lease financing                                            1,648          1,386
                                                       ------------------------
                                                          74,978         69,146
                                                       ------------------------
                                                          96,965         88,214
Unearned income                                             (227)          (190)
                                                       ------------------------
Commercial loans, net of unearned income               $  96,738      $  88,024
-------------------------------------------------------========================

(1)   Loans secured primarily by real estate.
(2)   Includes $3.4 billion in 1999 and $3.3 billion in 1998 of commercial real
      estate loans related to community banking and private banking activities.
(3)   Includes $2.9 billion in 1999 and $2.4 billion in 1998 of loans secured by
      commercial real estate.
(4)   Includes loans not otherwise separately categorized.
--------------------------------------------------------------------------------


                                      F-15
<PAGE>

The following table presents information about impaired loans. Impaired loans
are those on which Citicorp believes it is not probable that it will be able to
collect all amounts due according to the contractual terms of the loan,
excluding smaller-balance homogeneous loans that are evaluated collectively for
impairment, and are carried on a cash basis. Valuation allowances for these
loans are estimated considering all available evidence including, as
appropriate, the present value of the expected cash flows discounted at the
loan's contractual effective rate, the secondary market value of the loan, the
fair value of collateral, and environmental factors. Amounts for 1998 have been
adjusted to a basis consistent with 1999.

In millions of dollars at year-end                             1999        1998
--------------------------------------------------------------------------------
Impaired commercial loans                                     $1,285      $1,284
Other impaired loans (1)                                         185         218
                                                              ------------------
Total impaired loans (2)                                      $1,470      $1,502
--------------------------------------------------------------==================
Impaired loans with valuation allowances                      $1,156      $1,210
Total valuation allowances (3)                                   344         360
--------------------------------------------------------------------------------
During the year (4):
   Average balance of impaired loans                          $1,580      $1,435
   Interest income recognized on impaired loans                   65          65
--------------------------------------------------------------==================

(1)   Primarily commercial real estate loans related to community and private
      banking activities.
(2)   At year-end 1999, approximately 21% of these loans were measured for
      impairment using the fair value of the collateral, with the remaining 79%
      measured using the present value of the expected future cash flows,
      discounted at the loan's effective interest rate, compared with
      approximately 19% and 81%, respectively, at year-end 1998.
(3)   Included in the allowance for credit losses.
(4)   For the year ended December 31, 1997, the average balance of impaired
      loans was $1.2 billion and interest income recognized on impaired loans
      was $62 million.
--------------------------------------------------------------------------------

7.  Allowance for Credit Losses

In millions of dollars                               1999       1998      1997
--------------------------------------------------------------------------------
Allowance for credit losses at beginning of year   $ 6,617    $ 6,137   $ 5,743
Additions
      Consumer provision for credit losses           2,489      2,367     2,225
      Commercial provision for credit losses           348        384       (28)
                                                   ----------------------------
Total provision for credit losses                    2,837      2,751     2,197
                                                   ----------------------------
Deductions
      Consumer credit losses                         2,950      2,735     2,604
      Consumer credit recoveries                      (539)      (497)     (507)
                                                   ----------------------------
Net consumer credit losses                           2,411      2,238     2,097
                                                   ----------------------------
      Commercial credit losses                         524        576       191
      Commercial credit recoveries                    (117)      (170)     (219)
                                                   ----------------------------
Net commercial credit losses (recoveries)              407        406       (28)
                                                   ----------------------------
Other -- net (1)                                        43        373       266
                                                   ----------------------------
Allowance for credit losses at end of year         $ 6,679    $ 6,617   $ 6,137
---------------------------------------------------============================

(1)   In 1999, primarily includes the addition of allowance for credit losses
      related to acquisitions and foreign currency translation effects. In 1998,
      reflects the addition of $320 million of credit loss reserves related to
      the acquisition of the Universal Card portfolio. In 1997, $373 million was
      restored to the allowance for credit losses that had previously been
      attributed to credit card securitization transactions where the exposure
      to credit losses is contractually limited to the cash flows from the
      securitized receivables, $50 million attributable to standby letters of
      credit and guarantees was reclassified to other liabilities, and $50
      million attributable to derivative and foreign exchange contracts was
      reclassified as a deduction from trading account assets.
--------------------------------------------------------------------------------

8. Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and
amortization. Generally, depreciation and amortization are computed on the
straight-line basis over the estimated useful life of the asset or the lease
term. Depreciation and amortization expense was $917 million in 1999, $817
million in 1998 and $789 million in 1997.


                                      F-16
<PAGE>

9. Purchased Funds and Other Borrowings (1)

In millions of  dollars at year-end                           1999         1998
--------------------------------------------------------------------------------
Federal funds purchased and securities sold
   under repurchase agreements                              $ 8,004      $10,421
Commercial paper issued by parent company                     5,027        3,040
Other funds borrowed                                         12,065       12,034
                                                            --------------------
Total                                                       $25,096      $25,495
------------------------------------------------------------====================

(1)   Original maturities of less than one year.
--------------------------------------------------------------------------------

10. Long-Term Debt (1)

At December 31, long-term debt was as follows:

                               Weighted
                                Average
In millions of dollars           Coupon        Maturities      1999       1998
--------------------------------------------------------------------------------
Parent Company
Senior notes                      5.94%        2000-2025     $ 6,065     $ 7,118
Subordinated notes                7.07%        2000-2035       8,760       8,359
Subsidiaries (2)
Senior notes                      8.22%        2000-2012      10,643      10,397
Subordinated notes                7.78%        2027-2028         975         975
--------------------------------------------------------------------------------
Senior notes                                                  16,708      17,515
Subordinated notes                                             9,735       9,334
                                                             -------------------
Total                                                        $26,443     $26,849
================================================================================

(1)   Original maturities of one year or more. Maturity distribution is based
      upon contractual maturities or earlier dates at which debt is repayable at
      the option of the holder, due to required mandatory sinking fund payments
      or due to call notices issued. Weighted average interest rates reflect
      contractual interest rates.

(2)   Approximately 59% in 1999 and 64% in 1998 of subsidiary long-term debt was
      guaranteed by Citicorp, and of the debt not guaranteed by Citicorp,
      approximately 23% in 1999 and 8% in 1998 was secured by the assets of the
      subsidiary.
--------------------------------------------------------------------------------

Long-term debt is denominated in various currencies with both fixed and floating
interest rates. Certain agreements under which long-term debt obligations were
issued prohibit Citicorp, under certain conditions, from paying dividends in
shares of Citibank capital stock and from creating encumbrances on such shares.
Floating rates are determined periodically by formulas based on certain money
market rates or, in certain instances, by minimum rates as specified in the
governing agreements. A portion of Parent Company and subsidiaries debt
represents local currency borrowings where prevailing rates may vary
significantly from rates in the United States.

Parent Company subordinated notes include $600 million of subordinated capital
notes at December 31, 1998.

Subsidiaries subordinated notes include $975 million of guaranteed beneficial
interests in Citicorp subordinated debt issued by Citicorp Capital I, II, and
III, wholly owned trusts whose sole assets are $309 million of 7.933% and $464
million of 8.015%, respectively, of Junior Subordinated Deferrable Interest
Debentures of Citicorp both due 2027, and $232 million of 7.10% of Junior
Subordinated Deferrable Interest Debentures of Citicorp due 2028.

At December 31, 1999, Citicorp had converted, through the use of derivative
contracts, $10.4 billion of its $19.5 billion of fixed rate debt into variable
rate obligations. In addition, Citicorp utilizes other derivative contracts to
manage the foreign exchange impact of certain debt issuances. At year-end 1999,
Citicorp's overall weighted average rate for long-term debt was 7.30% on a
contractual basis and 7.03% including the effects of derivative contracts.


                                      F-17
<PAGE>

Aggregate annual maturities on long-term debt obligations (based on final
maturity dates) are as follows:

In millions of dollars     2000     2001     2002     2003     2004   Thereafter
--------------------------------------------------------------------------------
Parent company           $1,834   $1,514   $1,563   $1,886   $  636   $ 7,392
Subsidiaries              2,015    1,836    1,953      686      883     4,245
                         -------------------------------------------------------
                         $3,849   $3,350   $3,516   $2,572   $1,519   $11,637
--------------------------------------------------------------------------------

11. Fees and Commissions

Trust, agency, and custodial fees included in fees and commissions were $1.5
billion in 1999, $1.4 billion in 1998 and $1.3 billion in 1997.

12. Restructuring-Related Items and Merger-Related Costs

In millions of dollars                        1999           1998           1997
--------------------------------------------------------------------------------
Restructuring charges                      $   131        $ 1,008        $   880
Changes in estimates                          (157)           (38)            --
Merger-related costs                            --             41             --
Accelerated depreciation                       180             --             --
                                           -------------------------------------
Total                                      $   154        $ 1,011        $   880
-------------------------------------------=====================================

During 1999, Citicorp recorded restructuring charges of $131 million, including
additional severance charges of $49 million as a result of the continuing
implementation of 1998 restructuring initiatives, as well as $82 million 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. These initiatives will be fully implemented during 2000. The 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 available for immediate
disposal. The $62 million portion of the charge related to employee severance
reflects the costs of eliminating approximately 750 positions.

In 1998, Citicorp recorded a restructuring charge of $1.008 billion, reflecting
exit costs associated with business improvement and integration initiatives to
be implemented over a 12 to 18 month period. 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.
Approximately 3,100 of these positions related to the United States. The overall
workforce reduction, net of anticipated rehires to fill relocated positions, is
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. Also recorded in the 1998 fourth quarter
were $41 million of merger-related costs, which included the direct and
incremental costs of administratively closing the merger with Travelers.

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 of $180 million (in addition to normal scheduled depreciation on those
assets) were recognized over the shortened lives in 1999.

Of the $1.008 billion charge, $627 million in the Global Consumer business
included regional consolidation of call centers and other back office functions
worldwide, reduction of management layers, sales force restructuring,
integration of overlapping marketing and product management groups, and exiting
several non-strategic operations; $246 million in the Global Corporate Bank
included rationalization of operations in countries with multiple operations,
consolidation of Citibank and Salomon Smith Barney locations, integration of
trading platforms, and exiting non-strategic businesses; $85 million in the
Global Investment Management and Private Banking business included elimination
of redundancies; and the remaining $50 million included streamlining and
integration of Corporate and other staff functions. Approximately $415 million
of the $1.008 billion charge related to operations in the United States.

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 charge included $487 million for severance
benefits (associated with approximately 9,000 positions expected to be reduced),
$245 million related to write-downs of


                                      F-18
<PAGE>

equipment and premises which management committed to dispose of, and $148
million of lease termination and other exit costs.

The status of the 1999, 1998, and 1997 restructuring initiatives is summarized
in the following table:

Restructuring Reserve Activity

                                                    Restructuring Initiatives
                                                --------------------------------
In millions of dollars                             1999        1998        1997
--------------------------------------------------------------------------------
Original charges                                $    82     $ 1,008     $   880
Additional  charges                                  --          49          --
                                                --------------------------------
                                                     82       1,057         880
                                                --------------------------------
Utilization (1)
   1999                                             (31)       (738)       (165)
   1998                                              --          --        (357)
   1997                                              --          --        (284)
                                                --------------------------------
                                                    (31)       (738)       (806)
                                                --------------------------------
Changes in estimates
   1999                                              --        (121)        (36)
   1998                                              --          --         (38)
                                                --------------------------------
                                                     --        (121)        (74)
--------------------------------------------------------------------------------
Reserve balance at December 31, 1999            $    51     $   198     $    --
------------------------------------------------================================

(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
and $25 million that is legally obligated. At December 31, 1999, approximately
60 gross staff positions have been eliminated under these programs.

The 1998 restructuring reserve utilization included $30 million of non-cash
charges for equipment and premises write-downs as well as $673 million of
severance and other exit costs, occurring primarily in 1999 (of which $323
million related to employee severance and $141 million related to leasehold and
other exit costs have been paid in cash and $209 million is legally obligated),
together with translation effects. Through December 31, 1999, approximately
5,500 gross staff positions have been eliminated under these programs, occurring
primarily in 1999.

The 1997 restructuring reserve utilization included $245 million of non-cash
charges for equipment and premises write-downs as well as $550 million of
severance and other exit costs (of which $336 million related to employee
severance and $165 million related to leasehold and other exit costs have been
paid in cash and $49 million is legally obligated), together with translation
effects. Approximately 5,700 gross staff positions have been eliminated under
these programs, including 1,700 positions in 1999, 3,350 positions in 1998, and
650 positions in 1997.

Changes in estimates are attributable to facts and circumstances arising
subsequent to an original restructuring charge. During 1999, changes in
estimates resulted in a $121 million reduction 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
included a reduction of $74 million. Other changes in estimates are 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.


                                      F-19
<PAGE>

13. Income Taxes

In millions of dollars                              1999       1998       1997
--------------------------------------------------------------------------------
Current:
   Federal                                        $ 1,089    $   706    $ 1,716
   Foreign                                          1,745      1,007      1,225
   State                                              149        210        215
                                                  -----------------------------
                                                    2,983      1,923      3,156
Deferred:
   Federal                                            208        (18)      (807)
   Foreign                                           (192)        45         --
   State                                               99       (130)       (81)
                                                  -----------------------------
                                                      115       (103)      (888)
                                                  -----------------------------
Provision for income tax (1)                        3,098      1,820      2,268
                                                  -----------------------------

Income tax expense (benefit) reported in
  stockholder's equity related to:
   Foreign currency translation                         7          3         14
   Securities available for sale                      215       (324)       (36)
   Employee stock plans                               (19)      (112)      (222)
                                                  -----------------------------
Total income taxes                                $ 3,301    $ 1,387    $ 2,024
--------------------------------------------------=============================

(1)   Includes the effect of securities transactions resulting in a provision of
      $116 million in 1999, $183 million in 1998, and $234 million in 1997.
--------------------------------------------------------------------------------

The reconciliation of the federal statutory income tax rate to the Company's
effective income tax rate applicable to income before taxes for the years ended
December 31, was as follows:

                                                    1999      1998        1997
--------------------------------------------------------------------------------
Federal statutory rate                              35.0%     35.0%       35.0%
Limited taxability of investment income             (0.5)     (0.8)       (0.6)
State income taxes (net of federal income
  tax benefit)                                       1.9       1.0         1.4
Other, net                                           1.0       1.8         1.3
                                                    ---------------------------
Effective income tax rate                           37.4%     37.0%       37.1%
----------------------------------------------------===========================
Deferred income taxes at December 31
  related to the following:

In millions of dollars                                        1999        1998
--------------------------------------------------------------------------------
Deferred tax assets:
Credit loss deduction                                      $ 2,303     $ 2,319
Unremitted foreign earnings                                  1,495       1,265
Employee benefits                                              329         558
Interest related items                                         346         402
Foreign and state loss carryforwards                           311         256
Other deferred tax assets                                      323         399
                                                           -------------------
Gross deferred tax assets                                    5,107       5,199
Valuation allowance                                            214         294
                                                           -------------------
Deferred tax assets after valuation allowance                4,893       4,905
                                                           -------------------
Deferred tax liabilities:
Investments                                                   (762)       (666)
Leases                                                        (890)       (887)
Other deferred tax liabilities                                (660)       (612)
                                                           -------------------
Gross deferred tax liabilities                              (2,312)     (2,165)
                                                           -------------------
Net deferred tax assets                                    $ 2,581     $ 2,740
-----------------------------------------------------------===================

Foreign pretax earnings approximated $4.2 billion in 1999, $3.2 billion in 1998
and $4.3 billion in 1997. As a U.S. corporation, Citicorp is subject to U.S.
taxation currently on all of its foreign pretax earnings earned by a foreign
branch. Pretax earnings of a foreign subsidiary or affiliate are taxed when
effectively repatriated. In addition, certain of Citicorp's U.S. income is
subject to foreign income tax where the payor of such income is domiciled
outside the United States.


                                      F-20
<PAGE>

The 1999 net change in the valuation allowance related to deferred tax assets
was a decrease of $80 million primarily relating to utilization of tax
carryforwards in certain foreign jurisdictions. The valuation allowance of $214
million at December 31, 1999 is primarily reserved for specific state, local and
foreign tax carryforwards or tax law restrictions on benefit recognition in the
U.S. federal and the above jurisdictions.

Management believes that the realization of the recognized net deferred tax
asset of $2.581 billion is more likely than not based on existing carryback
ability and expectations as to future taxable income. Beginning in 1998, the
Company joined with Citigroup in filing a consolidated federal income tax
return. Under a tax sharing agreement with Citigroup, the Company is entitled to
a current benefit if it incurs losses, which are utilized in Citigroup's
consolidated return. Citigroup has reported pretax financial statement income
from continuing operations exceeding $12 billion on average over the last three
years and has generated federal taxable income exceeding $8 billion, on average,
each year during this same period.

Income taxes are not provided for on the Company's life insurance subsidiaries'
"policyholders' surplus account" because under current U.S. tax rules such taxes
will become payable only to the extent such amounts are distributed as a
dividend or exceed limits prescribed by federal law. Distributions are not
contemplated from this account, which aggregated $50 million (subject to a tax
effect of $18 million) at December 31, 1999.

14.  Regulatory Capital

<TABLE>
<CAPTION>
                                                                   Citicorp                    Citibank, N.A.
                                          Minimum       --------------------------------------------------------
In millions of dollars at year-end       Required (1)       1999          1998             1999           1998
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>            <C>              <C>            <C>
Tier 1 capital                                          $  25,034      $  24,695        $  20,389      $  19,291
Total capital (2)                                          37,351         35,633           30,414         28,783
Tier 1 capital ratio                        4.00%            8.11%          8.59%            8.25%          8.41%
Total capital ratio (2)                     8.00            12.10          12.40            12.31          12.55
Leverage ratio (3)                          3.00+            6.83           6.88             6.53           6.32
--------------------------------------------====================================================================
</TABLE>

(1)   As set forth in guidelines issued by the U.S. federal bank regulators.
(2)   Total capital includes Tier 1 and Tier 2.
(3)   Tier 1 capital divided by adjusted average assets.
--------------------------------------------------------------------------------

Citicorp is subject to risk-based capital and leverage guidelines issued by the
Board of Governors of the Federal Reserve System, and its U.S. insured
depository institution subsidiaries, including Citibank, N.A., are subject to
similar guidelines issued by their respective primary regulators. These
guidelines are used to evaluate capital adequacy and include the required
minimums shown above.

To be "well capitalized" under federal bank regulatory agency definitions, a
depository institution must have a Tier 1 ratio of at least 6%, a combined Tier
1 and Tier 2 ratio of at least 10%, and a leverage ratio of at least 5% and not
be subject to a directive, order, or written agreement to meet and maintain
specific capital levels. The regulatory agencies are required by law to take
specific prompt actions with respect to institutions that do not meet minimum
capital standards. As of December 31, 1999 and 1998, all of Citicorp's U.S.
insured subsidiary depository institutions were "well capitalized."


                                      F-21
<PAGE>

15.  Changes in Equity from Nonowner Sources

Changes in each component of "Accumulated Other Changes in Equity from Nonowner
Sources" for the three-year period ended December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                               Net Unrealized     Foreign       Other Changes
                                                               Gains (Losses)     Currency       in Equity
                                                               on Investment     Translation    from Nonowner
In millions of dollars                                           Securities       Adjustment       Sources
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>             <C>
Balance, January 1, 1997                                            $ 671           ($486)          $ 185
Unrealized gains on investment securities,
  net of tax of $198                                                  310                             310
Less: Reclassification adjustment for gains
  included in net income, net of tax of ($234)                       (434)                           (434)
Foreign currency translation adjustment, net of tax of $14                           (140)           (140)
--------------------------------------------------------------------------------------------------------------
Current period change                                                (124)           (140)           (264)
--------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997                                            547            (626)            (79)
Unrealized losses on investment securities,
  net of tax of ($141)                                               (227)                           (227)
Less: Reclassification adjustment for gains
  included in net income, net of tax of ($183)                       (341)                           (341)
Foreign currency translation adjustment, net of tax of $3                              44              44
--------------------------------------------------------------------------------------------------------------
Current period change                                                (568)             44            (524)
--------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998                                            (21)           (582)           (603)
Unrealized gains on investment securities,
   net of tax of $331                                                 577                             577
Less: Reclassification adjustment for gains
  included in net income, net of tax of ($116)                       (216)                           (216)
Foreign currency translation adjustment, net of tax of $7                             (53)            (53)
--------------------------------------------------------------------------------------------------------------
Current period change                                                 361             (53)            308
--------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999                                          $ 340           ($635)          ($295)
--------------------------------------------------------------------==========================================
</TABLE>

16. Employee Benefits

Prior to its merger with Travelers, Citicorp had several non-contributory
defined benefit pension plans covering substantially all U.S. employees. On
December 31, 1998, the qualified U.S. plan was merged with the Travelers
qualified U.S. plan. Following the merger of the qualified plans, plan assets of
the combined plan may be used to fund the pension benefits of any Citigroup
qualified plan participant. During the 1999 first quarter, the U.S. defined
benefit plan was amended to convert the benefit formula for certain employees of
Citicorp to a cash balance formula effective January 1, 2000. Employees
satisfying certain age and service requirements remain covered by the prior
final pay formula. Citicorp also has various defined benefit pension and
termination indemnity plans covering employees outside the United States and
offers postretirement health care and life insurance benefits to all eligible
U.S. retired employees satisfying certain age and service requirements as well
as to certain employees outside the United States.


                                      F-22
<PAGE>

The following tables summarize the components of net benefit expense recognized
in the Consolidated Statements of Income and the funded status and amounts
recognized in the Consolidated Balance Sheets for U.S. plans and significant
plans outside the United States.

Net Benefit Expense

<TABLE>
<CAPTION>
                                                                                                      Postretirement
                                                          Pension Plans                            Benefit Plans (1)
                                       -----------------------------------------------------------------------------
                                                    U.S. Plans          Plans Outside U.S.               U.S. Plans
                                       -----------------------------------------------------------------------------
In millions of dollars                  1999     1998     1997     1999     1998     1997     1999     1998     1997
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Benefits earned during the year        $ 125    $ 136    $ 118    $  65    $  57    $  56    $   6    $  11    $  10
Interest cost on benefit obligation      233      228      204       86       79       75       28       30       30
Expected return on plan assets          (369)    (298)    (260)     (74)     (72)     (64)     (16)     (13)     (10)
Amortization of unrecognized:
   Net transition (asset) obligation     (18)     (17)     (20)       4        3        6       --       --       --
   Prior service cost                     (2)      17       13       --       --       --       (1)      --       (1)
   Net actuarial loss                      5        5        3        6        3        2        1       --       --
Curtailment loss                          --      (15)      --       --        2       --      (29)      --       --
                                       -----------------------------------------------------------------------------
Net benefit expense                    ($ 26)   $  56    $  58    $  87    $  72    $  75    ($ 11)   $  28    $  29
---------------------------------------=============================================================================
</TABLE>

(1)   For plans outside the U.S., net postretirement benefit expense totaled $13
      million in 1999, $10 million in 1998, and $8 million in 1997.
--------------------------------------------------------------------------------


                                      F-23
<PAGE>

Prepaid Benefit Cost (Benefit Liability)

<TABLE>
<CAPTION>
                                                                                                                     Postretirement
                                                                    Pension Plans                                 Benefit Plans (3)
                                                      -----------------------------------------------------------------------------
                                                             U.S. Plans (1)          Plans Outside U.S. (2)              U.S. Plans
                                                      -----------------------------------------------------------------------------
In millions of dollars at year-end                       1999          1998          1999          1998          1999          1998
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>           <C>           <C>
Change in benefit obligation
Benefit obligation
  at beginning of year                                $ 3,679       $ 3,128       $ 1,407       $ 1,139       $   463       $   440
Benefits earned during the year                           125           136            65            57             6            11
Interest cost on benefit obligation                       233           228            86            79            28            30
Plan amendments                                          (214)           31            10             3            --             3
Actuarial (gain) loss                                    (795)          255            (2)          127           (54)            9
Benefits paid                                             (98)          (84)          (61)          (65)          (31)          (30)
Acquisitions                                               --            --             4            27            --            --
Expenses                                                   (3)           --            --            --            --            --
Curtailment                                                --           (15)           --            (7)          (32)           --
Settlements                                                --            --            (5)           --            --            --
Foreign exchange impact                                    --            --          (119)           47            --            --
                                                      -----------------------------------------------------------------------------
Benefit obligation at end of year                     $ 2,927       $ 3,679       $ 1,385       $ 1,407       $   380       $   463
-----------------------------------------------------------------------------------------------------------------------------------
Change in plan assets
Plan assets at fair value
  at beginning of year                                $ 4,246       $ 3,709       $ 1,035       $   798       $   186       $   159
Actual return on plan assets                              544           611           160            97            25            27
Company contributions                                      12            10            65           138            31            30
Employee contributions                                     --            --             3             5            --            --
Acquisitions                                               --            --            --            24            --            --
Settlements                                                --            --            (5)           --            --            --
Benefits paid                                             (98)          (84)          (50)          (52)          (31)          (30)
Expenses                                                   (3)           --            --            --            --            --
Foreign exchange impact                                    --            --           (76)           25            --            --
                                                      -----------------------------------------------------------------------------
Plan assets at fair value
  at end of year                                      $ 4,701       $ 4,246       $ 1,132       $ 1,035       $   211       $   186
-----------------------------------------------------------------------------------------------------------------------------------
Reconciliation of prepaid (accrued)
  benefit cost and total amount
  recognized
Funded status of the plan                             $ 1,774       $   567       ($  253)      ($  372)      ($  169)      ($  277)
Unrecognized:
   Net transition (asset) obligation                        2           (15)           18            19            --            --
   Prior service cost                                     (94)          118            17             2            (9)           (7)
   Net actuarial (gain) loss                           (1,264)         (288)            6           110           (70)           (5)
                                                      -----------------------------------------------------------------------------
Net amount recognized                                 $   418       $   382       ($  212)      ($  241)      ($  248)      ($  289)
-----------------------------------------------------------------------------------------------------------------------------------
Amounts recognized in the
  balance sheets consist of
Prepaid benefit cost                                  $   684       $   613       $    89       $    69       $    --       $    --
Accrued benefit liability                                (291)         (271)         (320)         (337)         (248)         (289)
Intangible asset                                           25            40            19            27            --            --
                                                      -----------------------------------------------------------------------------
Net amount recognized                                 $   418       $   382       ($  212)      ($  241)      ($  248)      ($  289)
------------------------------------------------------==============================================================================
</TABLE>

(1)   For unfunded U.S. plans, the aggregate benefit obligation was $328 million
      and $374 million, and the aggregate accumulated benefit obligation was
      $264 million and $257 million at December 31, 1999 and 1998, respectively.
(2)   For plans outside the U.S., the aggregate benefit obligation was $524
      million and $1.176 billion, and the fair value of plan assets was $145
      million and $732 million at December 31, 1999 and 1998, respectively, for
      plans whose benefit obligation exceeds plan assets. The aggregate
      accumulated benefit obligation was $309 million and $308 million, and the
      fair value of plan assets was $46 million and $3 million at December 31,
      1999 and 1998, respectively, for plans whose accumulated benefit
      obligation exceeds plan assets.
(3)   For plans outside the U.S., the accumulated postretirement benefit
      obligation was $82 million and $96 million, and the postretirement benefit
      liability was $20 million and $33 million at December 31, 1999 and 1998,
      respectively.
--------------------------------------------------------------------------------


                                      F-24
<PAGE>

The expected long-term rates of return on assets used in determining pension and
postretirement expense are shown below.

                                           1999            1998            1997
--------------------------------------------------------------------------------
Rate of Return on Assets
   U.S. plans                               9.5%            9.0%            9.0%
   Plans outside the U.S. (1)      3.5% to 12.5%   4.0% to 12.0%   4.5% to 13.0%
-----------------------------------=============================================

(1)   Excluding highly inflationary countries.
--------------------------------------------------------------------------------

The principal assumptions used in determining pension and postretirement benefit
obligations are shown below.

At year-end                                              1999             1998
--------------------------------------------------------------------------------
Discount Rate
   U.S. plans                                             8.0%            6.75%
   Plans outside the U.S. (1)                    3.0% to 12.0%    3.0% to 12.0%
Future compensation increase rate
   U.S. plans                                             4.5%             4.5%
   Plans outside the U.S. (1)                    2.5% to 12.0%    1.5% to 10.0%
Health care cost increase rate  --  U.S. plans
   Following year                                         6.0%             7.0%
   Decreasing to the year 2001 to                         5.0%             5.0%
-------------------------------------------------===============================

(1)   Excluding highly inflationary countries.
--------------------------------------------------------------------------------

As an indicator of sensitivity, increasing the assumed health care cost trend
rate by 1% in each year would have increased the accumulated postretirement
benefit obligation as of December 31, 1999 by $16 million and the aggregate of
the benefits earned and interest components of 1999 net postretirement benefit
expense by $2 million. Decreasing the assumed health care cost trend rate by 1%
in each year would have decreased the accumulated postretirement benefit
obligation as of December 31, 1999 by $15 million and the aggregate of the
benefits earned and interest components of 1999 net postretirement benefit
expense by $2 million.

Stock Option Plans

The Company participates in a number of stock option plans sponsored by
Citigroup that provide for the granting of stock options in Citigroup common
stock to officers and employees. Options are granted at the fair market value of
Citigroup common stock at the time of grant for a period of ten years.
Generally, options granted since the date of the merger vest over a five-year
period. Generally, 50% of the options granted under Citicorp predecessor plans
prior to the merger are exercisable beginning on the third anniversary and 50%
beginning on the fourth anniversary of the date of grant. Certain of the plans
also permit an employee exercising an option to be granted new options (reload
options) in an amount equal to the number of common shares used to satisfy the
exercise price and the withholding taxes due upon exercise. The reload options
are granted for the remaining term of the related original option and vest after
six months.

To further encourage employee stock ownership, the Company's eligible employees
participate in the CitiBuilder stock option program. Options granted under the
CitiBuilder program vest after five years. These options do not have a reload
feature.

Options granted in 1995 and 1996 include five-year performance-based stock
options granted to key Citicorp employees. Performance-based options granted in
1995 and 1996 were at prices ranging from equivalent Citigroup stock prices of
$17.30 to $18.70, equal to Citicorp market prices on the respective dates of
grant, and expire in 2000 and 2001. One-half of these options vested in 1996
when Citicorp's stock price reached an equivalent Citigroup stock price of
$26.67 per share, and the balance vested in 1997 when Citicorp's stock price
reached an equivalent Citigroup stock price of $30.67 per share.

During 1998, a group of key Citicorp employees was granted 9,510,000
performance-based stock options at an equivalent Citigroup strike price of
$32.17. These performance-based options vested in 1999 when Citigroup's stock
price reached $53.33 per share.


                                      F-25
<PAGE>

Vesting and expense related to performance-based options are summarized in the
following table (all options are equivalent Citigroup options).

                                                  1999         1998         1997
--------------------------------------------------------------------------------
Options vested during the year               9,007,500           --    8,976,563
After-tax expense recognized for all
  grants (in millions of dollars)                  $68          $43          $45
Options unvested at year-end                        --    9,075,000           --
--------------------------------------------====================================

The cost of performance-based options is measured as the difference between the
exercise price and market price required for vesting. This expense is recognized
over the period to the estimated vesting dates and in full for options that have
vested, by a charge to expense with an offsetting increase in common
stockholder's equity. All of the expense related to these grants has been
recognized.

Restricted Stock Plan

The Company participates in a restricted stock program sponsored by Citigroup
that provides for the issuance of Citigroup common stock in the form of
restricted stock to participating officers and employees. The restricted stock
generally vests after a two- or three-year period. Except under limited
circumstances, during this period the stock cannot be sold or transferred by the
participant, who is required to render service during the restricted period.
Unearned compensation expense associated with the restricted stock grants
represents the market value of Citigroup common stock at the date of grant and
is recognized as a charge to income ratably over the vesting period.

Information with respect to restricted stock awards is as follows:

                                                  1999         1998         1997
--------------------------------------------------------------------------------
Shares awarded                                  172,877    325,785    3,123,660
Weighted average fair market value per share   $  45.99   $  36.83   $    33.93
After-tax compensation cost charged
  to earnings (in millions of dollars)         $     16   $     19   $        8
-----------------------------------------------=================================

Savings Incentive Plan

Prior to 1999, eligible Citicorp employees received awards equal to 3% of their
covered salary. Employees had the option of receiving their award in cash or
deferring some or all of it in various investment funds. Citicorp granted an
additional award equal to the amount elected to be deferred by the employee. The
after-tax expense associated with the plan amounted to $68 million in 1998 and
$63 million in 1997.

During 1999, the CitiBuilder 401(k) plan replaced the Savings Incentive Plan.
Under the CitiBuilder 401(k) plan, eligible employees receive awards based on
their total compensation, as defined in the plan, deferred into the Citigroup
common stock fund. The after-tax expense associated with the plan amounted to
$31 million in 1999.

Stock Purchase Plan

The 1997 offering under the Stock Purchase Plan allowed eligible Citicorp
employees to enter into fixed subscription agreements to purchase shares at the
market value on the date of the agreements. Such shares could be purchased from
time to time through the expiration date. Shares of Citigroup's common stock
delivered under the Stock Purchase Plan were sourced from treasury shares.

Following is the share activity under the 1997 fixed-price offering for the
purchase of shares at the equivalent Citigroup price of $30.20 per share. The
1997 offering expired on June 30, 1999.

<TABLE>
<CAPTION>
                                                           1999         1998         1997
-----------------------------------------------------------------------------------------
<S>                                                  <C>          <C>
Outstanding subscribed shares at beginning of year   11,317,659   15,284,070           --
Subscriptions                                                --           --   16,758,687
Shares purchased                                     10,324,229    2,585,958      952,560
Canceled or terminated                                  993,430    1,380,453      522,057
-----------------------------------------------------------------------------------------
Outstanding subscribed shares at end of year                 --   11,317,659   15,284,070
-----------------------------------------------------====================================
</TABLE>


                                      F-26
<PAGE>

Pro Forma Impact of SFAS No. 123

The Company applies Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees," and related interpretations in
accounting for its stock-based compensation plans under which there is generally
no charge to earnings for employee stock option awards (other than
performance-based options).

Alternatively, FASB rules would permit a method under which a compensation cost
for all stock awards would be calculated and recognized over the service period
(generally equal to the vesting period). This compensation cost would be
determined in a manner prescribed by the FASB using option pricing models,
intended to estimate the fair value of the awards at the grant date.

Under both methods, an offsetting increase to stockholder's equity is recorded
equal to the amount of compensation expense charged.

Had the Company applied SFAS No. 123 in accounting for the Company's stock
option plans, compensation expense and net income would have been the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                                     1999                            1998                           1997
                                         -------------------------------------------------------------------------------------------
In millions of dollars                   As Reported       Pro Forma     As Reported      Pro Forma      As Reported      Pro Forma
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>            <C>              <C>          <C>               <C>
Compensation expense related
  to stock option plans                       $  108          $  406         $    70          $  286       $     72          $   226
Net income                                     5,195           4,991           3,096           2,979          3,841            3,766
-----------------------------------------===========================================================================================
</TABLE>

The pro forma adjustments relate to stock options granted from 1995 through
1999, for which a fair value on the date of grant was determined using a
Black-Scholes option pricing model. No effect has been given to options granted
prior to 1995. The fair values of stock-based awards are based on assumptions
that were appropriate at the grant date and have not been restated to reflect
the Merger.

Additional valuation and related assumption information for Citigroup option
plans, and Citicorp option plans prior to the date of the Merger are presented
below.

<TABLE>
<CAPTION>
                                               Post-Merger Option Plans           Pre-Merger Option Plans
For option granted during                         1999             1998             1998             1997
-----------------------------------------------------------------------         -------------------------
<S>                                           <C>              <C>              <C>              <C>
Weighted average fair value
   Options                                    $  10.65         $   7.60         $   8.59         $   8.40
   1998 performance option                          --               --         $   6.41               --
   1997 stock purchase offering                     --               --               --         $   4.47
Weighted average expected life
   Original grants                             3 years          3 years          6 years          6 years
   Reload grants                                1 year           1 year               --               --
   1997 stock purchase offering                     --               --               --          2 years
Valuation assumptions
   Expected volatility                            40.6%            38.8%            25.0%            25.0%
   Risk-free interest rate                        5.48%            4.40%            5.82%            6.30%
   Expected annual dividends per share        $   0.63         $   0.43         $   0.78         $   0.73
   Expected annual forfeitures                       5%               5%               5%             5.0%
----------------------------------------------===========================================================
</TABLE>


                                      F-27
<PAGE>

17. Other Contractual Commitments

<TABLE>
<CAPTION>
                                                                                 Balance Sheet
                                           Notional Principal Amounts        Credit Exposure (1)(2)
                                          ---------------------------------------------------------
In billions of dollars at year-end            1999            1998            1999            1998
---------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>             <C>
Interest rate products
   Futures contracts                      $  110.4        $  150.1        $     --        $     --
   Forward contracts                         484.6           345.2             0.1             0.2
   Swap agreements                           965.7           841.1             3.4             8.5
   Purchased options                         120.6            95.8             0.5             0.6
   Written options                           146.4           114.9              --              --
Foreign exchange products
   Futures contracts                           2.7             1.9              --              --
   Forward contracts                       1,413.3         1,590.9             7.4             9.0
   Cross-currency swaps                       98.4            78.4             3.4             2.0
   Purchased options                         106.5           174.8             1.0             1.8
   Written options                           112.1           192.1              --              --
Equity products                               86.8            80.6             4.5             2.9
Commodity products                            21.3            10.9             0.2             0.4
Credit derivative products                    41.9            25.9             0.3             0.2
                                                                          ------------------------
                                                                          $   20.8        $   25.6
--------------------------------------------------------------------------=========================
</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 $26.8 billion and $29.1 billion
      of master netting agreements in effect at December 31, 1999 and December
      31, 1998, 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 $2.2 billion and $2.7 billion at December
      31, 1999 and December 31, 1998, respectively.
--------------------------------------------------------------------------------

Citicorp enters into derivative and foreign exchange futures, forwards, options,
and swaps, which enable customers to transfer, modify, or reduce their interest
rate, foreign exchange, and other market risks, and also trades these products
for its own account. In addition, Citicorp uses derivatives and other
instruments, primarily interest rate products, as an end-user in connection with
its risk management activities. Derivatives are used to manage interest rate
risk relating to specific groups of on-balance sheet assets and liabilities,
including commercial and consumer loans, deposit liabilities, long-term debt,
and other interest-sensitive assets and liabilities, as well as credit card
securitizations. In addition, foreign exchange contracts are used to hedge
non-U.S. dollar denominated debt, net capital exposures and foreign exchange
transactions. Through the effective use of derivatives, Citicorp has been able
to modify the volatility of its revenue from asset and liability positions. The
preceding table presents the aggregate notional principal amounts of Citicorp's
outstanding derivative and foreign exchange contracts at December 31, 1999 and
1998, along with the related balance sheet credit exposure. The table includes
all contracts with third parties, including both trading and end-user positions.

Futures and forward contracts are commitments to buy or sell at a future date a
financial instrument, commodity, or currency at a contracted price, and may be
settled in cash or through delivery. Swap contracts are commitments to settle in
cash at a future date or dates, which may range from a few days to a number of
years, based on differentials between specified financial indices, as applied to
a notional principal amount. Option contracts give the purchaser, for a fee, the
right, but not the obligation, to buy or sell within a limited time a financial
instrument or currency at a contracted price that may also be settled in cash,
based on differentials between specified indices.

Market risk on a derivative or foreign exchange product is the exposure created
by potential fluctuations in interest rates, foreign exchange rates, and other
values, and is a function of the type of product, the volume of transactions,
the tenor and terms of the agreement, and the underlying volatility. Credit risk
is the exposure to loss in the event of nonperformance by the other party to the
transaction. The recognition in earnings of unrealized gains on these
transactions is subject to management's assessment as to collectibility.
Liquidity risk is the potential exposure that arises when the size of the
derivative position may not be able to be rapidly adjusted in times of high
volatility and financial stress at a reasonable cost.


                                      F-28
<PAGE>

End-User Interest Rate, Foreign Exchange and Credit Derivative Contracts

<TABLE>
<CAPTION>
                                              Notional Principal
                                                   Amounts                                        Percentage of 1999 Amount Maturing
                                            ----------------------------------------------------------------------------------------
                                              Dec. 31,    Dec. 31,   Within      1 to       2 to        3 to        4 to       After
In billions of dollars                            1999        1998   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                            $ 6.8       $28.1     100%        --%        --%        --%       --%           --%
   Forward contracts                              3.8         6.5     100         --         --         --        --            --
   Swap agreements                               89.7        96.5      29         15          8         13        10            25
   Option contracts                               7.0         9.7      33         10         31          3        --            23
Foreign exchange products
   Futures and forward contracts                 48.2        62.1      95          4          1         --        --            --
   Cross-currency swaps                           4.6         4.6      16         14         20         21        17            12
Credit derivative products                       29.2        19.6       2          2          8          7        34            47
-------------------------------------------------===================================================================================
</TABLE>

End-User Interest Rate Swaps and Net Purchased Options as of December 31, 1999

<TABLE>
<CAPTION>
                                                              Remaining Contracts Outstanding - Notional Principal Amounts
                                                      ------------------------------------------------------------------------------
In billions of dollars at year-end                     1999         2000           2001         2002          2003           2004
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>           <C>           <C>           <C>
Receive Fixed Swaps                                   $61.6         $51.8         $41.8         $36.1         $25.8         $16.9
Weighted-average fixed rate                             6.3%          6.3%          6.3%          6.3%          6.4%          6.6%
Pay Fixed Swaps                                        15.1          11.6           8.7           6.9           5.5           5.1
Weighted-average fixed rate                             5.9%          5.8%          5.9%          6.0%          6.0%          6.1%
Basis Swaps                                            13.0           0.7           0.2           0.2           0.2           0.2
Purchased Caps (Including Collars)                      1.6            --            --            --            --            --
Weighted-average cap rate purchased                     7.1%           --%           --%           --%           --%           --%
Purchased Floors                                        2.9           2.4           1.9           0.1           0.1           0.1
Weighted-average floor rate purchased                   6.6%          6.6%          6.7%          5.8%          5.8%          5.8%
Written Floors Related to Purchased Caps (Collars)      0.2            --            --            --            --            --
Weighted-average floor rate written                     8.2%           --%           --%           --%           --%           --%
Written Caps Related to Other Purchased Caps (1)        2.3           2.3           2.1           1.7           1.5           1.5
Weighted-average cap rate written                       9.8%          9.8%          9.8%         10.6%         10.7%         10.7%
------------------------------------------------------------------------------------------------------------------------------------
Three-Month Forward LIBOR Rates (2)                     6.0%          6.9%          7.1%          7.2%          7.3%          7.4%
------------------------------------------------------------------------------------------------------------------------------------
</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
      December 31, 1999, provided for reference.
--------------------------------------------------------------------------------

The tables above 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 year-end 1999, with
three-month LIBOR forward rates included for reference. The tables are intended
to provide an overview of these components of the end-user portfolio, but should
be viewed only in the context of Citicorp's related assets and liabilities.
Contract maturities are related to the underlying risk management strategy.

The majority of derivative positions used in Citicorp's asset and liability
management activities are established via intercompany transactions with
independently managed Citicorp dealer units, with the dealer acting as a conduit
to the marketplace.

Citicorp's utilization of these instruments is modified from time to time in
response to changing market conditions as well as changes in the characteristics
and mix of the related assets and liabilities. In this connection, during 1999,
interest rate futures, swaps and options with a notional principal amount of
$7.7 billion were closed out which resulted in a net deferred gain of
approximately $41 million. Total unamortized net deferred gains, including those
from prior year close-outs, were approximately $114 million at December 31,
1999, which will be amortized into earnings over the remaining life of the
original contracts (approximately 44% in 2000, 29% in 2001, and 27% in
subsequent years), consistent with the risk management strategy.


                                      F-29
<PAGE>

18. Related Party Balances

The Company has related party balances with Citigroup and certain of its
subsidiaries and affiliates. These balances, which are short-term in nature,
include cash accounts, collateralized financing transactions, margin accounts,
derivative trading, charges for operational support and the borrowing and
lending of funds and are entered into in the ordinary course of business.

19. Concentrations of Credit Risk

Concentrations of credit risk exist when changes in economic, industry or
geographic factors similarly affect groups of counterparties whose aggregate
credit exposure is material in relation to Citicorp's total credit exposure.
Although Citicorp's portfolio of financial instruments is broadly diversified
along industry, product, and geographic lines, material transactions are
completed with other financial institutions, particularly in the securities
trading, derivative, and foreign exchange businesses. Additionally, U.S. credit
card receivables represent an area of significant credit exposure.

20.  Estimated Fair Value of Financial Instruments

<TABLE>
<CAPTION>
                                                                                                     1999              1998
                                                          ------------------------------------------------------------------
                                                                              Estimated
In billions of dollars at year-end                        Carrying Value     Fair Value        Difference         Difference
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>                 <C>               <C>
Assets                                                            $362.3         $369.7            $  7.4             $  7.3
Liabilities                                                        353.7          353.4               0.3               (0.9)
End-user derivative and foreign exchange contracts                   0.5           (0.5)             (1.0)               1.7
Credit card securitizations                                           --            0.8               0.8               (0.6)
                                                                                                    ------------------------
Subtotal                                                                                              7.5                7.5
Deposits with no fixed maturity (1)                                                                   4.6                2.8
                                                                                                    ------------------------
Total                                                                                               $12.1              $10.3
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Represents the estimated excess fair value related to the expected time
      period until runoff of existing deposits with no fixed maturity on the
      balance sheet at year-end, without assuming any regeneration of balances,
      based on the estimated difference between the cost of funds on these
      deposits and the cost of funds from alternative sources. The increase
      during 1999 was primarily due to higher spreads between the cost of funds
      on the deposits and the cost of funds from alternative sources. Under
      applicable requirements, excess fair values of these deposits are excluded
      from amounts included under the Liabilities caption above and from the
      following table, in which the estimated fair value is shown as being equal
      to the carrying value.
--------------------------------------------------------------------------------

Citicorp's financial instruments, as defined in accordance with applicable
requirements, include financial assets and liabilities recorded on the balance
sheet as well as off-balance sheet instruments such as derivative and foreign
exchange contracts and credit card securitizations. To better reflect Citicorp's
values subject to market risk and to illustrate the interrelationships that
characterize risk management strategies, the table above also provides estimated
fair value data for the expected time period until runoff of existing deposits
with no fixed maturity.

In the aggregate, estimated fair values exceeded the carrying values by
approximately $12.1 billion at December 31, 1999 and $10.3 billion at December
31, 1998. Fair values vary from period to period based on changes in a wide
range of factors, including interest rates, credit quality, and market
perceptions of value, and as existing assets and liabilities run off and new
items are entered into. The changes from the prior year are a result of an
increase in the fair value of deposits with no fixed maturity, credit card
securitizations, long-term debt and deposits primarily due to the higher
interest rate environment in the U.S., offset by a decline in the fair value of
derivative contracts which were affected by the same interest rate environment.

Additional detail is provided in the following table. In accordance with
applicable requirements, the disclosures exclude leases, affiliate investments,
and pension and benefit obligations. Also in accordance with the applicable
requirements, the disclosures exclude the effect of taxes, do not reflect any
premium or discount that could result from offering for sale at one time the
entire holdings of a particular instrument, as well as other expenses that would
be incurred in a market transaction. In addition, the table excludes the values
of nonfinancial assets and liabilities, as well as a wide range of franchise,
relationship, and intangible values, which are integral to a full assessment of
Citicorp's financial position and the value of its net assets.

The data represents management's best estimates based on a range of
methodologies and assumptions. The carrying value of short-term financial
instruments, as well as receivables and payables arising in the ordinary course
of business,


                                      F-30
<PAGE>

approximates fair value because of the relatively short period of time between
their origination and expected realization. Quoted market prices are used for
most investments, for loans where available, and for both trading and end-user
derivative and foreign exchange contracts, as well as for liabilities, such as
long-term debt, with quoted prices. For performing loans where no quoted market
prices are available, contractual cash flows are discounted at quoted secondary
market rates or estimated market rates if available. Otherwise, sales of
comparable loan portfolios or current market origination rates for loans with
similar terms and risk characteristics are used. For loans with doubt as to
collectibility, expected cash flows are discounted using an appropriate rate
considering the time of collection and a premium for the uncertainty of the
flows. The value of collateral is also considered. For liabilities such as
long-term debt without quoted market prices, market borrowing rates of interest
are used to discount contractual cash flows.

Fair values of credit card securitizations reflect the various components of
these transactions but principally arise from fixed rates payable to certificate
holders. Under the applicable requirements, the estimated fair value of deposits
with no fixed maturity in the following table excludes the premium values
available in the market for such deposits, and the estimated value is shown in
the table as being equal to the carrying value.

<TABLE>
<CAPTION>
                                                                    1999                                 1998
                                           ------------------------------------------------------------------
                                                               Estimated                            Estimated
                                              Carrying              Fair           Carrying              Fair
In billions of dollars at year-end               Value             Value              Value             Value
--------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                <C>               <C>
Assets and related instruments
Securities                                      $ 50.8            $ 50.8             $ 45.0            $ 45.0
Trading account assets                            31.5              31.5               33.7              33.7
Loans (1)                                        233.3             240.7              208.9             216.3
   Related derivatives                             0.2              (0.3)               0.2               0.6
Other financial assets (2)                        46.7              46.7               42.4              42.3
   Credit card securitizations                      --               0.8                 --              (0.6)
   Related derivatives                              --              (0.2)               0.1               0.5
--------------------------------------------------------------------------------------------------------------
Liabilities and related instruments
Deposits                                         260.7             260.5              226.1             226.3
   Related derivatives                            (0.2)             (0.1)              (0.3)             (0.6)
Trading account liabilities                       27.4              27.4               30.2              30.2
Long-term debt                                    26.4              26.4               26.8              27.7
   Related derivatives                            (0.1)              0.1               (0.1)             (0.7)
Other financial liabilities (3)                   39.2              39.1               38.7              38.5
   Related derivatives                              --                --                0.1               0.1
-------------------------------------------------=============================================================
</TABLE>

(1)   The carrying value of loans is net of the allowance for credit losses and
      also excludes $5.5 billion and $4.8 billion of lease finance receivables
      in 1999 and 1998, respectively.
(2)   Includes cash and due from banks, deposits at interest with banks, federal
      funds sold and securities purchased under resale agreements, and
      customers' acceptance liability for which the carrying value is a
      reasonable estimate of fair value, and the carrying value and estimated
      fair value of loans held for sale, interest and fees receivable, and
      financial instruments included in other assets on the Consolidated Balance
      Sheets.
(3)   Includes acceptances outstanding, for which the carrying value is a
      reasonable estimate of fair value, and the carrying value and estimated
      fair value of purchased funds and other borrowings, financial instruments
      included in accrued taxes and other expense, and other liabilities on the
      Consolidated Balance Sheets.
--------------------------------------------------------------------------------

The estimated fair values of loans reflect changes in credit status since the
loans were made, changes in interest rates in the case of fixed-rate loans, and
premium values at origination of certain loans. The estimated fair values of
Citicorp's loans, in the aggregate, exceeded carrying values (reduced by the
allowance for credit losses) by $7.4 billion at both year-end 1999 and 1998.
Within these totals, at year-end 1999 estimated fair values exceeded carrying
values for consumer loans net of the allowance by $4.5 billion, a decline of
$0.1 billion from year-end 1998, and for commercial loans net of the allowance
by $2.9 billion, which was an improvement of $0.1 billion from year-end 1998.

The decline in estimated fair values in excess of carrying values of consumer
loans is primarily due to the higher interest rate environment. The improvement
in estimated fair value over the carrying values for commercial loans from
year-end 1998 is a result of improved credit conditions in Latin America and
Asia.

The estimated fair value of credit card securitizations was $0.8 billion more
than their carrying value at December 31, 1999, which is $1.4 billion higher
than December 31, 1998, when the carrying value exceeded the estimated fair
value by $0.6 billion. This increase is due to the effects of a higher interest
rate environment on the fixed-rate investor certificates.


                                      F-31
<PAGE>

The estimated fair value of interest bearing deposits was $0.2 billion less than
the carrying value at December 31, 1999, which was a result of higher market
interest rates since the deposits were taken.

For all derivative and foreign exchange contracts in the previous tables, the
gross difference between the fair value and carrying amount as of December 31,
1999 and 1998 was $0.4 billion and $2.1 billion, respectively, for contracts
whose fair value exceeds carrying value, and $1.4 billion and $0.4 billion at
December 31, 1999 and 1998, respectively, for contracts whose carrying value
exceeds fair value.

21. Pledged Assets and Commitments

Pledged Assets

At December 31, 1999, certain investment securities, trading account assets, and
other assets with a carrying value of $24.8 billion were pledged as collateral
for borrowings to secure public and trust deposits, and for other purposes.

Loan Commitments

<TABLE>
<CAPTION>
In billions of dollars at year-end                                                                  1999                 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>                  <C>
Unused commercial commitments to make or purchase loans, to purchase third-party
  receivables, and to provide note issuance or revolving underwriting facilities                    $180.7               $131.3
Unused credit card and other consumer revolving commitments                                          255.3                227.8
----------------------------------------------------------------------------------------------------================================
</TABLE>

The majority of unused commitments are contingent upon customers maintaining
specific credit standards. Commercial commitments generally have floating
interest rates and fixed expiration dates and may require payment of fees. Such
fees (net of certain direct costs) are deferred and, upon exercise of the
commitment, amortized over the life of the loan or, if exercise is deemed
remote, amortized over the commitment period. The table does not include
commercial letters of credit issued on behalf of customers and collateralized by
the underlying shipment of goods which totaled $5.3 billion at both December 31,
1999 and 1998.

Loans Sold with Credit Enhancements

<TABLE>
<CAPTION>
                                                            Amounts
                                                       --------------------
In billions of dollars at year-end                     1999            1998                               Form of Credit Enhancement
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>      <C>
Residential mortgages and
  other loans sold with recourse (1)                   $3.6          $  4.1        Recourse obligation $1.8 in 1999 and $2.0 in 1998
GNMA sales/servicing agreements (2)                    19.3             1.0                            Secondary recourse obligation
Securitized credit card receivables                    49.0            44.3   Primarily net revenue over the life of the transaction
-------------------------------------------------------=============================================================================
</TABLE>

(1)   Residential mortgages represent 74% of amounts in 1999 and 83% in 1998.
(2)   Government National Mortgage Association sales/servicing agreements
      covering securitized residential mortgages.
--------------------------------------------------------------------------------

Citicorp and its subsidiaries are obligated under various credit enhancements
related to certain sales of loans or sales of participations in pools of loans,
as summarized above.

Net revenue on securitized credit card receivables is collected over the life of
each sale transaction. The net revenue is based upon the sum of finance charges
and fees received from cardholders and interchange revenue earned on cardholder
transactions, less the sum of the yield paid to investors, credit losses,
transaction costs, and a contractual servicing fee, which is also retained by
certain Citicorp subsidiaries as servicers. As specified in certain of the sale
agreements, the net revenue collected each month is deposited in an account, up
to a predetermined maximum amount, and is available over the remaining term of
that transaction to make payments of yield, fees, and transaction costs in the
event that net cash flows from the receivables are not sufficient. When the
account reaches the predetermined amount, net revenue is passed directly to the
Citicorp subsidiary that sold the receivables. The amount contained in these
accounts is included in other assets and was $60 million at December 31, 1999
and $30 million at December 31, 1998. Net revenue from securitized credit card
receivables included in other revenue was $1.8 billion, $1.3 billion, and $559
million for the years ended December 31, 1999, 1998, and 1997, respectively.


                                      F-32
<PAGE>

Standby Letters of Credit

<TABLE>
<CAPTION>
                                                                                                1999               1998
                                                       --------------------------------------------------------------------
                                                          Expire             Expire         Total Amount       Total Amount
In billions of dollars at year-end                     Within 1 Year      After 1 Year       Outstanding       Outstanding
---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>                <C>              <C>
Financial
   Insurance, surety                                       $ 1.6             $ 5.4              $ 7.0            $ 6.7
   Options, purchased securities, and escrow                 0.6               0.1                0.7              0.8
   Clean payment                                             2.3               1.0                3.3              2.3
   Backstop state, county, and municipal securities          0.1               0.2                0.3              0.5
   Other debt related                                        6.3               2.5                8.8              6.5
Performance                                                  3.7               1.9                5.6              6.6
                                                        -------------------------------------------------------------------
Total (1)                                                  $14.6             $11.1              $25.7            $23.4
--------------------------------------------------------===================================================================
</TABLE>

(1)   Total is net of cash collateral of $2.8 billion in 1999 and $2.1 billion
      in 1998. Collateral other than cash covered 17% of the total in 1999 and
      20% in 1998.
--------------------------------------------------------------------------------

Standby letters of credit, summarized above, are used in various transactions to
enhance the credit standing of Citibank customers. They represent irrevocable
assurances that Citibank will make payment in the event that the customer fails
to fulfill its obligations to third parties. Financial standby letters of credit
are obligations to pay a third-party beneficiary when a customer fails to repay
an outstanding loan or debt instrument, such as assuring payments by a foreign
reinsurer to a U.S. insurer, to act as a substitute for an escrow account, to
provide a payment mechanism for a customer's third-party obligations, and to
assure payment of specified financial obligations of a customer. Performance
standby letters of credit are obligations to pay a third-party beneficiary when
a customer fails to perform a nonfinancial contractual obligation, such as to
ensure contract performance or irrevocably assure payment by the customer under
supply, service and maintenance contracts or construction projects. Fees are
recognized ratably over the term of the standby letter of credit. The table does
not include securities lending indemnifications issued to customers, which are
fully collateralized and totaled $23.0 billion at December 31, 1999 and $11.1
billion at December 31, 1998.

Lease Commitments

Citicorp and its subsidiaries are obligated under a number of non-cancelable
leases for premises and equipment. Minimum rental commitments on non-cancelable
leases in the aggregate were $4.3 billion, and for each of the five years
subsequent to December 31, 1999 were $567 million (2000), $486 million (2001),
$403 million (2002), $361 million (2003), and $344 million (2004). The minimum
rental commitments do not include minimum sublease rentals under non-cancelable
subleases of $128 million. Most of the leases have renewal or purchase options
and escalation clauses. Rental expense was $746 million in 1999, excluding $52
million of sublease rental income, $690 million in 1998, excluding $56 million
of sublease rental income, and $637 million in 1997, excluding $68 million of
sublease rental income.

22. Guaranteed Subsidiary Debt

On August 4, 1999, CCC became a subsidiary of Citicorp Banking Corporation, a
wholly-owned subsidiary of Citicorp. Citicorp has issued a guarantee of all
outstanding long-term debt and commercial paper of CCC. Following the
restructuring, CCC ceased issuing commercial paper. In addition, Citicorp
guaranteed the obligation 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.
Under this facility, Citicorp is required to maintain a certain level of
consolidated stockholder's equity (as defined in the agreement). At December 31,
1999, this requirement was exceeded by approximately $10.3 billion. CCC's
results are reflected in the Global Consumer and Corporate/Other segments and
are 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.


                                      F-33
<PAGE>

Summarized Balance Sheet

                                                                December 31,
In millions of dollars                                       1999          1998
--------------------------------------------------------------------------------
Consumer loans, net of unearned income                   $ 17,601      $ 13,285
Allowance for credit losses                                  (433)         (393)
                                                         ----------------------
      Total loans, net                                     17,168        12,892
Other assets                                                3,379         2,926
                                                         ----------------------
Total assets                                             $ 20,547      $ 15,818
---------------------------------------------------------=======================
Due to Citicorp and affiliates                           $ 11,763      $  3,504
Purchased funds and other borrowings                           67         2,387
Other liabilities                                           1,931         1,560
Long-term debt                                              5,700         6,250
Stockholder's equity                                        1,086         2,117
                                                         ----------------------
Total liabilities and stockholder's equity               $ 20,547      $ 15,818
---------------------------------------------------------=======================

Summarized Income Statement

                                                         Year ended December 31,
In millions of dollars                                       1999          1998
--------------------------------------------------------------------------------
Total revenues, net of interest expense                  $  1,736      $  1,428
Provision for credit losses                                   358           370
Operating expense                                             752           611
Net income                                               $    399      $    286
---------------------------------------------------------=======================

23. Contingencies

In the ordinary course of business, Citicorp and its subsidiaries are defendants
or co-defendants in various litigation matters incidental to and typical of the
businesses in which they are engaged. In the opinion of the Company's
management, the ultimate resolution of these legal proceedings would not be
likely to have a material adverse effect on the Company and its subsidiaries'
results of operations, financial condition, or liquidity.

24. Stockholder's Equity of Citibank, N.A.

Changes in Stockholder's Equity

In millions of dollars                             1999        1998        1997
--------------------------------------------------------------------------------
Balance at beginning of year                   $ 19,732    $ 16,998    $ 16,110
Net income                                        3,079       1,700       2,652
Dividends                                        (1,875)       (500)     (1,750)
Contributions from parent                            89       1,744          50
Change in net unrealized gains (losses)
  on securities available for sale                  229        (458)       (243)
Foreign currency translation                        (47)         40        (112)
Other                                               355         208         291
                                               --------------------------------
Balance at end of year                         $ 21,562    $ 19,732    $ 16,998
-----------------------------------------------=================================

Citibank's net income for 1999 of $3.1 billion includes after-tax
restructuring-related items of $89 million ($143 million pretax). Net income in
1998 of $1.7 billion includes an after-tax restructuring charge of $504 million
($802 million pretax) primarily related to exit costs associated with business
improvement and integration initiatives to be implemented over a 12- to 18-month
period. 1997 net income of $2.7 billion includes an after-tax restructuring
charge of $379 million ($585 million pretax) related to cost management programs
and customer service initiatives to improve operational efficiency and
productivity. See Note 12 for further discussions.

Authorized capital stock of Citibank was 40 million shares at December 31, 1999,
1998, and 1997.


                                      F-34
<PAGE>

25. Citicorp (Parent Company Only)

The Parent Company is a legal entity separate and distinct from Citibank, N.A.
and its other subsidiaries and affiliates. There are various legal limitations
on the extent to which Citicorp's banking subsidiaries may extend credit, pay
dividends or otherwise supply funds to Citicorp. The approval of the Office of
the Comptroller of the Currency is required if total dividends declared by a
national bank in any calendar year exceed net profits (as defined) for that year
combined with its retained net profits for the preceding two years. In addition,
dividends for such a bank may not be paid in excess of the bank's undivided
profits. State-chartered bank subsidiaries are subject to dividend limitations
imposed by applicable state law. Citicorp's national and state-chartered bank
subsidiaries can declare dividends to their respective parent companies in 2000,
without regulatory approval, of approximately $3.6 billion, adjusted by the
effect of their net income (loss) for 2000 up to the date of any such dividend
declaration. 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 its bank subsidiaries can
distribute dividends to Citicorp of approximately $3.0 billion of the available
$3.6 billion, adjusted by the effect of their net income (loss) up to the date
of any such dividend declaration.

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 may be required if total dividends declared by a savings association
in any calendar year exceed amounts specified by that agency's regulations.

Condensed Statements of Income

In millions of dollars                                    1999     1998     1997
--------------------------------------------------------------------------------
Revenue
Dividends from subsidiary banks and
  bank holding companies                                $4,310   $1,475   $2,400
Dividends from other subsidiaries                           30      336      217
Interest from subsidiaries                                 887      871      784
Other revenue (1)                                          268      116       92
                                                        ------------------------
                                                         5,495    2,798    3,493
                                                        ------------------------
Expense
Interest on other borrowed funds                           127      108      119
Interest and fees paid to subsidiaries                     212      245      210
Interest on long-term debt                                 879      901      844
Other expense                                                8       52       12
                                                        ------------------------
                                                         1,226    1,306    1,185
                                                        ------------------------
Income before taxes and equity
  in undistributed income of subsidiaries                4,269    1,492    2,308
Income tax benefit -- current                                5       69       77
Equity in undistributed income of subsidiaries             921    1,535    1,456
                                                        ------------------------
Net income                                              $5,195   $3,096   $3,841
--------------------------------------------------------========================

(1)   Includes net securities gains of $200 million in 1999, $95 million in
      1998, and $56 million in 1997.
--------------------------------------------------------------------------------


                                      F-35
<PAGE>

Condensed Balance Sheets

                                                     December 31,   December 31,
In millions of dollars                                     1999         1998
--------------------------------------------------------------------------------
Assets
Deposits with subsidiary banks, principally
  interest-bearing                                      $ 1,107       $ 1,466
Securities -- available for sale                          2,195           857
Investments in and advances to:
   Subsidiary banks and bank holding companies           33,342        30,898
   Other subsidiaries                                    11,576         7,466
Other assets                                              1,306         2,079
                                                        ---------------------
Total                                                   $49,526       $42,766
--------------------------------------------------------========================
Liabilities and stockholder's equity
Purchased funds and other borrowings                    $ 6,084       $   221
Advance from subsidiaries                                   128            94
Other liabilities                                         1,437         1,283
Long-term debt                                           14,825        15,477
Junior subordinated debentures held by trusts             1,005         1,005
Stockholder's equity                                     26,047        24,686
                                                        ---------------------
Total                                                   $49,526       $42,766
--------------------------------------------------------========================


                                      F-36
<PAGE>

Condensed Statements of Cash Flows

<TABLE>
<CAPTION>
In millions of dollars                                          1999        1998        1997
--------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>
Cash flows from operating activities
Net income                                                  $  5,195    $  3,096    $  3,841
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Equity in undistributed income of subsidiaries               (921)     (1,535)     (1,456)
   Other, net                                                 (1,066)        146        (213)
                                                            --------------------------------
Net cash provided by operating activities                      3,208       1,707       2,172
                                                            --------------------------------
Cash flows from investing activities
Securities:
   Purchases                                                  (1,422)       (883)     (2,802)
   Sales                                                         609         916       1,869
   Maturities                                                     --         500       1,525
Subsidiaries:
   Investments and advances                                  (92,799)    (37,195)    (40,362)
   Repayment of advances                                      88,281      37,681      37,870
Net decrease (increase) in loans                                 775      (1,500)         --
                                                            --------------------------------
Net cash (used in) provided by investing activities           (4,556)       (481)     (1,900)
                                                            --------------------------------
Cash flows from financing activities
Purchased funds and other borrowings:
   Proceeds                                                   25,882       6,670       5,820
   Repayments                                                (20,106)     (8,540)     (4,697)
Advances from subsidiaries:
   Proceeds                                                      478          59         111
   Repayments                                                   (440)        (52)       (231)
Long-term debt:
   Proceeds                                                    1,400       2,219       4,163
   Repayments                                                 (1,921)     (1,443)     (2,690)
Proceeds from issuance of junior subordinated
  debentures held by trusts                                       --         232         464
Preferred stock redemptions                                       --      (1,040)       (175)
Common stock issuance proceeds                                    --         243         434
Treasury stock repurchases                                        --        (483)     (2,259)
Contribution from Citigroup parent company                       321         628         521
Dividends paid                                                (4,625)       (884)     (1,303)
                                                            --------------------------------
Net cash provided by (used in) financing activities              989      (2,391)        158
                                                            --------------------------------
Net (decrease) increase in deposits with subsidiary banks       (359)     (1,165)        430
Deposits with subsidiary banks at beginning of year            1,466       2,631       2,201
                                                            --------------------------------
Deposits with subsidiary banks at end of year               $  1,107    $  1,466    $  2,631
------------------------------------------------------------================================

Cash paid during the year for:
   Interest                                                 $    826    $    951    $    912
   Income taxes                                                1,062         837       1,367
------------------------------------------------------------================================
</TABLE>


                                      F-37
<PAGE>

26. Selected Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
In millions of dollars                                                         1999                                             1998
------------------------------------------------------------------------------------------------------------------------------------
                                        Fourth       Third       Second       First      Fourth        Third      Second      First
                                     -----------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>          <C>         <C>         <C>          <C>        <C>
Net interest revenue                    $3,696      $3,642      $3,636       $3,568      $3,568      $3,381       $3,259     $3,094
Fees, commissions, and other revenue     3,485       3,481       3,368        3,272       2,784       2,476        3,285      2,831
                                     -----------------------------------------------------------------------------------------------
Total revenues                           7,181       7,123       7,004        6,840       6,352       5,857        6,544      5,925
Provision for credit losses                686         632         790          729         680         821          655        595
Operating expense (1)                    4,395       4,236       4,204        4,183       5,390       4,058        4,026      3,537
                                     -----------------------------------------------------------------------------------------------
Income before taxes                      2,100       2,255       2,010        1,928         282         978        1,863      1,793
Income taxes                               773         845         756          724          84         368          697        671
                                     -----------------------------------------------------------------------------------------------
Net income                              $1,327      $1,410      $1,254       $1,204      $  198      $  610       $1,166     $1,122
-------------------------------------===============================================================================================
Total assets                          $388,570    $368,495    $365,643     $360,241    $355,934    $358,088     $344,756   $343,647
-------------------------------------===============================================================================================
</TABLE>

(1)   The fourth quarters of 1999 and 1998 include $51 million after-tax ($82
      million pretax) and $632 million after-tax ($1,008 million pretax),
      respectively, of restructuring charges, and in the 1998 fourth quarter,
      $41 million of merger-related costs. The third quarter of 1999 includes a
      restructuring charge of $31 million after-tax ($49 million pretax). The
      third and fourth quarters of 1999 include credits for reductions of prior
      charges of $23 million after-tax ($37 million pretax) and $75 million
      after-tax ($120 million pretax), respectively. The fourth quarter of 1998
      includes credits for the reversal of prior charges of $24 million
      after-tax ($38 million pretax). The 1999 fourth, third, second and first
      quarters also include $8 million after-tax ($13 million pretax), $25
      million after-tax ($41 million pretax), $29 million after-tax ($47 million
      pretax), and $50 million after-tax ($79 million pretax), respectively, of
      accelerated depreciation.
--------------------------------------------------------------------------------


                                      F-38
<PAGE>

FINANCIAL DATA SUPPLEMENT                             Citicorp and Subsidiaries
AVERAGE BALANCES AND INTEREST RATES, Taxable Equivalent Basis (1) (2)

<TABLE>
<CAPTION>
                                                 Average Volume               Interest Revenue/Expense
                                         ---------------------------------------------------------------------
In millions of dollars                     1999       1998       1997        1999       1998       1997
--------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>         <C>         <C>        <C>
Loans  (net of unearned income) (3)
Consumer loans
   In U.S. offices                       $  78,726  $  71,068  $  65,652   $  8,211    $  7,820   $  7,250
   In offices outside the U.S. (4)          57,341     51,664     51,274      6,377       6,385      6,308
                                         -----------------------------------------------------------------
      Total consumer loans                 136,067    122,732    116,926     14,588      14,205     13,558
                                         -----------------------------------------------------------------
Commercial loans
   In U.S. offices
      Commercial and industrial             14,584     11,664     10,670      1,199         942        916
      Mortgage and real estate               1,369      2,745      2,674        111         231        285
      Lease financing                        3,087      2,958      3,048        201         189        205
   In offices outside the U.S. (4)          71,970     64,639     50,791      6,832       6,982      5,411
                                         -----------------------------------------------------------------
      Total commercial loans                91,010     82,006     67,183      8,343       8,344      6,817
                                         -----------------------------------------------------------------
      Total loans                          227,077    204,738    184,109     22,931      22,549     20,375
                                         -----------------------------------------------------------------
Federal funds sold and resale agreements
   In U.S. offices                           3,329      6,929      6,973        137         284        354
   In offices outside the U.S. (4)           3,062      5,415      5,633        265         454        518
                                         -----------------------------------------------------------------
      Total                                  6,391     12,344     12,606        402         738        872
                                         -----------------------------------------------------------------
Securities, at fair value
   In U.S. offices
      Taxable                               14,270     11,110      9,800        632         455        484
      Exempt from U.S. income tax            3,370      3,023      2,674        202         189        170
   In offices outside the U.S. (4)          28,087     24,628     20,729      2,902       2,442      1,661
                                         -----------------------------------------------------------------
      Total                                 45,727     38,761     33,203      3,736       3,086      2,315
                                         -----------------------------------------------------------------
Trading account assets (5)
   In U.S. offices                           2,583      4,801      4,901        133         298        289
   In offices outside the U.S. (4)           7,342      9,850      9,928        559         764        725
                                         -----------------------------------------------------------------
      Total                                  9,925     14,651     14,829        692       1,062      1,014
                                         -----------------------------------------------------------------
Loans held for sale, in U.S. offices         5,221      4,624      3,571        549         533        440
Deposits at interest with banks (4)         12,290     14,534     14,150      1,002       1,070        995
                                         -----------------------------------------------------------------
Total interest-earning assets              306,631    289,652    262,468    $29,312     $29,038    $26,011

Non-interest-earning assets (5)             53,935     53,336     43,605
                                         ---------- ---------- ----------
Total assets                              $360,566   $342,988   $306,073
-----------------------------------------=====================================================================
Deposits
   In U.S. offices
      Savings deposits (6)               $  33,422  $  31,315  $  27,193     $  928   $     926  $     813
      Other time deposits                   11,889     10,864     12,302        425         491        610
   In offices outside the U.S. (4)         167,368    147,340    128,546      9,422      10,094      8,192
                                         -----------------------------------------------------------------
      Total                                212,679    189,519    168,041     10,775      11,511      9,615
                                         -----------------------------------------------------------------
Trading account liabilities (5)
   In U.S. offices                           1,695      3,129      2,457         57         157        135
   In offices outside the U.S. (4)             952      2,076      2,576         31         112        175
                                         -----------------------------------------------------------------
      Total                                  2,647      5,205      5,033         88         269        310
                                         -----------------------------------------------------------------
Purchased funds and other
   borrowings
   In U.S. offices                          13,349     16,750     17,040        652         864        997
   In offices outside the U.S. (4)           8,783      9,507      8,030      1,332       1,282        973
                                         -----------------------------------------------------------------
      Total                                 22,132     26,257     25,070      1,984       2,146      1,970
                                         -----------------------------------------------------------------
Long-term debt
   In U.S. offices                          22,538     22,723     21,096      1,334       1,405      1,348
   In offices outside the U.S. (4)           4,479      3,433      4,448        519         340        412
                                         -----------------------------------------------------------------
      Total                                 27,017     26,156     25,544      1,853       1,745      1,760
                                         -----------------------------------------------------------------
Total interest-bearing liabilities         264,475    247,137    223,688    $14,700     $15,671    $13,655
                                                                          ------------------------------------
Demand deposits in U.S. offices             10,761     10,747     11,166
Other non-interest-bearing liabilities
(5)                                         59,847     61,843     48,824
Total stockholder's equity                  25,483     23,261     22,395
                                         -------------------------------
Total liabilities and
  stockholder's equity                    $360,566   $342,988   $306,073
-----------------------------------------=====================================================================
NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS
In U.S. offices (7)                       $126,426   $118,930   $110,086   $  6,963    $  6,312   $  5,870
In offices outside the U.S. (7)            180,205    170,722    152,382      7,649       7,055      6,486
                                         -----------------------------------------------------------------
Total                                     $306,631   $289,652   $262,468    $14,612     $13,367    $12,356
-----------------------------------------=====================================================================

<CAPTION>
                                                  % Average Rate
                                         ------------------------------
                                            1999       1998       1997
-----------------------------------------------------------------------
<S>                                         <C>        <C>        <C>
Loans  (net of unearned income) (3)
Consumer loans
   In U.S. offices                          10.43      11.00      11.04
   In offices outside the U.S. (4)          11.12      12.36      12.30

      Total consumer loans                  10.72      11.57      11.60

Commercial loans
   In U.S. offices
      Commercial and industrial              8.22       8.08       8.58
      Mortgage and real estate               8.11       8.42      10.66
      Lease financing                        6.51       6.39       6.73
   In offices outside the U.S. (4)           9.49      10.80      10.65

      Total commercial loans                 9.17      10.17      10.15

      Total loans                           10.10      11.01      11.07

Federal funds sold and resale agreements
   In U.S. offices                           4.12       4.10       5.08
   In offices outside the U.S. (4)           8.65       8.38       9.20

      Total                                  6.29       5.98       6.92

Securities, at fair value
   In U.S. offices
      Taxable                                4.43       4.10       4.94
      Exempt from U.S. income tax            5.99       6.25       6.36
   In offices outside the U.S. (4)          10.33       9.92       8.01

      Total                                  8.17       7.96       6.97

Trading account assets (5)
   In U.S. offices                           5.15       6.21       5.90
   In offices outside the U.S. (4)           7.61       7.76       7.30

      Total                                  6.97       7.25       6.84

Loans held for sale, in U.S. offices        10.52      11.53      12.32
Deposits at interest with banks (4)          8.15       7.36       7.03

Total interest-earning assets                9.56      10.03       9.91

Non-interest-earning assets (5)

Total assets
-----------------------------------------==============================
Deposits
   In U.S. offices
      Savings deposits (6)                   2.78       2.96       2.99
      Other time deposits                    3.57       4.52       4.96
   In offices outside the U.S. (4)           5.63       6.85       6.37

      Total                                  5.07       6.07       5.72

Trading account liabilities (5)
   In U.S. offices                           3.36       5.02       5.49
   In offices outside the U.S. (4)           3.26       5.39       6.79

      Total                                  3.32       5.17       6.16

Purchased funds and other
   borrowings
   In U.S. offices                           4.88       5.16       5.85
   In offices outside the U.S. (4)          15.17      13.48      12.12

      Total                                  8.96       8.17       7.86

Long-term debt
   In U.S. offices                           5.92       6.18       6.39
   In offices outside the U.S. (4)          11.59       9.90       9.26

      Total                                  6.86       6.67       6.89

Total interest-bearing liabilities           5.56       6.34       6.10

-----------------------------------------==============================
NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS
In U.S. offices (7)                          5.51       5.31       5.33
In offices outside the U.S. (7)              4.24       4.13       4.26

Total                                        4.77       4.61       4.71
----------------------------------------===============================
</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 17 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.


                                      F-39
<PAGE>

ANALYSIS OF CHANGES IN NET INTEREST REVENUE

<TABLE>
<CAPTION>
                                                     1999 vs. 1998                                    1998 vs. 1997
------------------------------------------------------------------------------------ -----------------------------------------------
                                          Increase (Decrease)                              Increase (Decrease)
                                           Due to Change In:                                Due to Change In:
                                     -------------------------------                 --------------------------------
In millions of dollars on a            Average          Average           Net           Average          Average           Net
  taxable equivalent basis  (1)         Volume           Rate          Change (2)        Volume           Rate          Change (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>               <C>            <C>             <C>              <C>
Loans -- consumer
In U.S. offices                           $  813         $  (422)          $  391         $   596         $   (26)         $   570
In offices outside the U.S. (3)              665            (673)              (8)             48              29               77
                                     -----------------------------------------------------------------------------------------------
    Total                                  1,478          (1,095)             383             644               3              647
                                     -----------------------------------------------------------------------------------------------
Loans -- commercial
In U.S. offices                              133              16              149              81            (125)             (44)
In offices outside the U.S. (3)              746            (896)            (150)          1,495              76            1,571
                                     -----------------------------------------------------------------------------------------------
    Total                                    879            (880)              (1)          1,576             (49)           1,527
                                     -----------------------------------------------------------------------------------------------
    Total loans                            2,357          (1,975)             382           2,220             (46)           2,174
                                     -----------------------------------------------------------------------------------------------
Federal funds sold
  and resale agreements
In U.S. offices                             (148)              1             (147)             (2)            (68)             (70)
In offices outside the U.S. (3)             (203)             14             (189)            (20)            (44)             (64)
                                     -----------------------------------------------------------------------------------------------
    Total                                   (351)             15             (336)            (22)           (112)            (134)
                                     -----------------------------------------------------------------------------------------------
Securities, at fair value
In U.S. offices                              165              25              190              81             (91)             (10)
In offices outside the U.S. (3)              354             106              460             346             435              781
                                     -----------------------------------------------------------------------------------------------
    Total                                    519             131              650             427             344              771
                                     -----------------------------------------------------------------------------------------------
Trading account assets
In U.S. offices                             (121)            (44)            (165)             (6)             15                9
In offices outside the U.S. (3)             (191)            (14)            (205)             (6)             45               39
                                     -----------------------------------------------------------------------------------------------
    Total                                   (312)            (58)            (370)            (12)             60               48
                                     -----------------------------------------------------------------------------------------------
Loans held for sale,
  in U.S. offices                             65             (49)              16             123             (30)              93
Deposits at interest with banks (3)         (176)            108              (68)             27              48               75
                                     -----------------------------------------------------------------------------------------------
Total interest revenue                     2,102          (1,828)             274           2,763             264            3,027
------------------------------------------------------------------------------------------------------------------------------------
Deposits
In U.S. offices                              101            (165)             (64)             93             (99)              (6)
In offices outside the U.S. (3)            1,266          (1,938)            (672)          1,257             645            1,902
                                     -----------------------------------------------------------------------------------------------
    Total                                  1,367          (2,103)            (736)          1,350             546            1,896
                                     -----------------------------------------------------------------------------------------------
Trading account liabilities
In U.S. offices                              (58)            (42)            (100)             35             (13)              22
In offices outside the U.S. (3)              (47)            (34)             (81)            (31)            (32)             (63)
                                     -----------------------------------------------------------------------------------------------
    Total                                   (105)            (76)            (181)              4             (45)             (41)
                                     -----------------------------------------------------------------------------------------------
Purchased funds and
  other borrowings
In U.S. offices                             (168)            (44)            (212)            (17)           (116)            (133)
In offices outside the U.S. (3)             (102)            152               50             192             117              309
                                     -----------------------------------------------------------------------------------------------
    Total                                   (270)            108             (162)            175               1              176
                                     -----------------------------------------------------------------------------------------------
Long-term debt
In U.S. offices                              (11)            (60)             (71)            102             (45)              57
In offices outside the U.S. (3)              115              64              179             (99)             27              (72)
                                     -----------------------------------------------------------------------------------------------
    Total                                    104               4              108               3             (18)             (15)
                                     -----------------------------------------------------------------------------------------------
Total interest expense                     1,096          (2,067)            (971)          1,532             484            2,016
Net interest revenue                      $1,006         $   239           $1,245          $1,231           $(220)          $1,011
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The taxable equivalent adjustment is based on the U.S. federal statutory
      tax rate of 35%.
(2)   Rate/volume variance is allocated based on the percentage relationship of
      changes in volume and changes in rate to the total net change.
(3)   Changes in average rates reflect changes in prevailing local interest
      rates including inflationary effects and monetary correction in certain
      countries.
--------------------------------------------------------------------------------


                                      F-40
<PAGE>

LOANS OUTSTANDING

<TABLE>
<CAPTION>
In millions of dollars at year-end                  1999           1998               1997              1996               1995
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>                <C>               <C>                <C>
Consumer loans
In U.S. offices
   Mortgage and real estate                      $  37,261      $  29,962          $  28,084         $  27,173          $  25,862
   Installment, revolving credit,
     and other                                      51,570         47,869             42,415            41,489             37,321
                                               -------------------------------------------------------------------------------------
                                                    88,831         77,831             70,499            68,662             63,183
                                               -------------------------------------------------------------------------------------
In offices outside the U.S.
   Mortgage and real estate                         21,529         19,456             17,685            18,379             18,240
   Installment, revolving credit, and other         39,306         36,048             32,179            33,905             32,521
   Lease financing                                     475            484                544               754                765
                                               -------------------------------------------------------------------------------------
                                                    61,310         55,988             50,408            53,038             51,526
                                               -------------------------------------------------------------------------------------
                                                   150,141        133,819            120,907           121,700            114,709
Unearned income                                     (1,426)        (1,564)            (1,417)           (1,532)            (1,606)
                                               -------------------------------------------------------------------------------------
Consumer loans  --  net                            148,715        132,255            119,490           120,168            113,103
------------------------------------------------------------------------------------------------------------------------------------
Commercial loans
In U.S. offices
   Commercial and industrial                        17,685         13,952             11,212             9,493              9,620
   Mortgage and real estate                            910          2,165              2,398             2,977              4,681
   Lease financing                                   3,392          2,951              3,087             3,017              3,239
                                               -------------------------------------------------------------------------------------
                                                    21,987         19,068             16,697            15,487             17,540
                                               -------------------------------------------------------------------------------------
In offices outside the U.S.
   Commercial and industrial                        60,660         55,828             47,417            36,901             32,966
   Mortgage and real estate                          1,728          1,792              1,651             1,815              1,901
   Loans to financial institutions                   7,692          8,008              6,480             4,837              4,229
   Governments and official institutions             3,250          2,132              2,376             2,252              2,180
   Lease financing                                   1,648          1,386              1,092             1,294              1,098
                                               -------------------------------------------------------------------------------------
                                                    74,978         69,146             59,016            47,099             42,374
                                               -------------------------------------------------------------------------------------
                                                    96,965         88,214             75,713            62,586             59,914
Unearned income                                       (227)          (190)              (159)             (110)              (169)
                                               -------------------------------------------------------------------------------------
Commercial loans  --  net                           96,738         88,024             75,554            62,476             59,745
------------------------------------------------------------------------------------------------------------------------------------
Total loans  --  net of unearned income            245,453        220,279            195,044           182,644            172,848
Allowance for credit losses                         (6,679)        (6,617)            (6,137)           (5,743)            (5,561)
                                               -------------------------------------------------------------------------------------
Total loans--net of unearned income
   and allowance for credit losses                $238,774       $213,662           $188,907          $176,901           $167,287
--------------------------------------------------==================================================================================
</TABLE>

LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES

<TABLE>
<CAPTION>

                                                                   Due            Over 1 but           Over
In millions of dollars at year-end                            Within 1 Year     Within 5 Years        5 Years     Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                <C>        <C>
Maturities of the gross commercial loan portfolio
In U.S. offices
   Commercial and industrial loans                              $  8,282            $ 6,954            $2,449     $17,685
   Mortgage and real estate                                          194                470               246         910
   Lease financing                                                 1,055              1,478               859       3,392
In offices outside the U.S.                                       53,883             16,975             4,120      74,978
                                                                ---------------------------------------------------------
Total                                                           $ 63,414            $25,877            $7,674     $96,965
----------------------------------------------------------------=========================================================
Sensitivity of loans due after one year
  to changes in interest rates (1)
   Loans at predetermined interest rates                                            $ 5,911            $2,308
   Loans at floating or adjustable interest rates                                    19,966             5,366
                                                                                    -------------------------
Total                                                                               $25,877            $7,674
----------------------------------------------------------------=========================================================
</TABLE>

(1)   Based on contractual terms. Repricing characteristics may effectively be
      modified from time to time using derivative contracts. See Notes 17 and 20
      of Notes to Consolidated Financial Statements.
--------------------------------------------------------------------------------


                                      F-41
<PAGE>

CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS

<TABLE>
<CAPTION>
In millions of dollars at year-end                  1999          1998          1997          1996          1995
----------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>           <C>
Commercial cash-basis loans
Collateral dependent (at lower of cost
  or collateral value) (1)                        $  200        $  142        $  258        $  263        $  779
Other                                              1,162         1,201           806           642           755
                                                  --------------------------------------------------------------
Total                                             $1,362        $1,343        $1,064        $  905        $1,534
--------------------------------------------------==============================================================

Commercial cash-basis loans
In U.S. offices                                   $  215        $  211        $  296        $  292        $  925
In offices outside the U.S.                        1,147         1,132           768           613           609
                                                  --------------------------------------------------------------
Total                                             $1,362        $1,343        $1,064        $  905        $1,534
--------------------------------------------------==============================================================
Commercial renegotiated loans
In U.S. offices                                   $   --        $   --        $   20        $  264        $  309
In offices outside the U.S.                           43            45            39            57           112
                                                  --------------------------------------------------------------
Total                                             $   43        $   45        $   59        $  321        $  421
--------------------------------------------------==============================================================
Consumer loans on which
  accrual of interest had been suspended
In U.S. offices (2)                               $  724        $  825        $1,009        $1,184        $1,466
In offices outside the U.S.                        1,506         1,458           993         1,071         1,247
                                                  --------------------------------------------------------------
Total                                             $2,230        $2,283        $2,002        $2,255        $2,713
--------------------------------------------------==============================================================
Accruing loans 90 or more
  days delinquent (3)
In U.S. offices (2)                               $  732        $  592        $  633        $  696        $  499
In offices outside the U.S.                          452           532           467           422           498
                                                  --------------------------------------------------------------
Total                                             $1,184        $1,124        $1,100        $1,118        $  997
--------------------------------------------------==============================================================
</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)   Includes $12 million, $10 million, and $11 million of consumer loans on
      which accrual of interest had been suspended and $22 million, $30 million,
      and $27 million of accruing loans 90 or more days delinquent related to
      loans held for sale at December 31, 1999, 1998, and 1997, respectively.
(3)   Substantially all consumer loans, of which $379 million, $267 million,
      $240 million, $239 million, and $208 million are government-guaranteed
      student loans at December 31, 1999, 1998, 1997, 1996, and 1995,
      respectively.
--------------------------------------------------------------------------------

OTHER REAL ESTATE OWNED AND ASSETS PENDING DISPOSITION

<TABLE>
<CAPTION>
In millions of dollars at year-end                  1999           1998           1997           1996           1995
--------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>            <C>
Consumer (1)                                      $  204         $  254         $  275         $  459         $  535
Commercial (1)                                       200            262            461            614            625
Corporate/Other                                        6             --             --             --             --
                                                  ------------------------------------------------------------------
Total                                             $  410         $  516         $  736         $1,073         $1,160
--------------------------------------------------==================================================================
Assets pending disposition (2)                    $   86         $  100         $   96         $  160         $  205
--------------------------------------------------==================================================================
</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.
--------------------------------------------------------------------------------

FOREGONE INTEREST REVENUE ON LOANS (1)

<TABLE>
<CAPTION>
                                                                                          In U.S.       In Non-U.S.             1999
In millions of dollars                                                                    Offices           Offices            Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>               <C>              <C>
Interest revenue that would have been accrued at original contractual rates (2)              $111              $435             $546
Amount recognized as interest revenue (2)                                                      45               101              146
                                                                                             ---------------------------------------
Foregone interest revenue                                                                    $ 66              $334             $400
---------------------------------------------------------------------------------------------=======================================
</TABLE>

(1)   Relates to commercial cash-basis and renegotiated loans and consumer loans
      on which accrual of interest had been suspended.

(2)   Interest revenue in offices outside the U.S. may reflect prevailing local
      interest rates, including the effects of inflation and monetary correction
      in certain countries.
--------------------------------------------------------------------------------


                                      F-42
<PAGE>

DETAILS OF CREDIT LOSS EXPERIENCE

<TABLE>
<CAPTION>
In millions of dollars                                           1999           1998           1997            1996            1995
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>            <C>             <C>             <C>
Allowance for credit losses
  at beginning of year                                        $ 6,617        $ 6,137        $ 5,743         $ 5,561         $ 5,337
                                                              ---------------------------------------------------------------------

Provision for credit losses
Consumer                                                        2,489          2,367          2,225           2,207           1,935
Commercial                                                        348            384            (28)             (7)            241
                                                              ---------------------------------------------------------------------
                                                                2,837          2,751          2,197           2,200           2,176
                                                              ---------------------------------------------------------------------
Gross credit losses
Consumer (1)
In U.S. offices                                                 1,680          1,726          1,736           1,562           1,347
In offices outside the U.S.                                     1,270          1,009            868             876             825
Commercial
Mortgage and real estate
   In U.S. offices                                                 --             13             21              27             118
   In offices outside the U.S.                                     10             58             47              32              25
Governments and official institutions
  in offices outside the U.S.                                      --              3             --              --              37
Loans to financial institutions in offices
  outside the U.S.                                                 11             97              7              12              11
Commercial and industrial
   In U.S. offices                                                 37             62              7              29              40
   In offices outside the U.S.                                    466            343            109             159             137
                                                              ---------------------------------------------------------------------
                                                                3,474          3,311          2,795           2,697           2,540
                                                              ---------------------------------------------------------------------
Credit recoveries
Consumer (1)
In U.S. offices                                                   245            235            273             257             260
In offices outside the U.S.                                       294            262            234             216             187
Commercial
Mortgage and real estate
   In U.S. offices                                                 12             83             47              88              26
   In offices outside the U.S.                                      2             10              7               8              21
Governments and official institutions
  in offices outside the U.S.                                      --             10             36              81              52
Loans to financial institutions in offices
  outside the U.S.                                                  5             16             17               1               1
Commercial and industrial
   In U.S. offices                                                  5             21             58              44              80
   In offices outside the U.S.                                     93             30             54              44              46
                                                              ---------------------------------------------------------------------
                                                                  656            667            726             739             673
                                                              ---------------------------------------------------------------------
Net credit losses
In U.S. offices                                                 1,455          1,462          1,386           1,229           1,139
In offices outside the U.S.                                     1,363          1,182            683             729             728
                                                              ---------------------------------------------------------------------
                                                                2,818          2,644          2,069           1,958           1,867
                                                              ---------------------------------------------------------------------
Other-net (2)                                                      43            373            266             (60)            (85)
                                                              ---------------------------------------------------------------------
Allowance for credit losses
  at end of year                                              $ 6,679        $ 6,617        $ 6,137         $ 5,743         $ 5,561
--------------------------------------------------------------=====================================================================
Net consumer credit losses                                    $ 2,411        $ 2,238        $ 2,097         $ 1,965         $ 1,725
As a percentage of average
  consumer loans                                                 1.77           1.82           1.79            1.74            1.61
-----------------------------------------------------------------------------------------------------------------------------------
Net commercial credit losses
  (recoveries)                                                $   407        $   406        $   (28)        $    (7)        $   142
As a percentage of average
  commercial loans                                               0.45           0.50             NM              NM            0.25
--------------------------------------------------------------=====================================================================
</TABLE>

(1)   Consumer credit losses and recoveries primarily relate to revolving credit
      and installment loans.
(2)   In 1999, primarily includes the addition of allowance for credit losses
      related to acquisitions and foreign currency translation effects. In 1998,
      reflects the addition of $320 million of credit loss reserves related to
      the acquisition of the Universal Card portfolio. In 1997, $373 million was
      restored to the allowance for credit losses that had previously been
      attributed to credit card securitization transactions where the exposure
      to credit losses is contractually limited to the cash flows from the
      securitized receivables, $50 million attributable to standby letters of
      credit and guarantees was reclassified to other liabilities, and $50
      million attributable to derivative and foreign exchange contracts was
      reclassified as a deduction from trading account assets.
NM    Not meaningful.
--------------------------------------------------------------------------------


                                      F-43
<PAGE>

AVERAGE DEPOSIT LIABILITIES IN OFFICES OUTSIDE THE U.S. (1)

<TABLE>
<CAPTION>
                                                                1999                           1998                             1997
------------------------------------------------------------------------------------------------------------------------------------
                                             Average       % Average        Average       % Average                        % Average
In millions of dollars at year-end           Balance   Interest Rate        Balance   Interest Rate  Average Balance   Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>         <C>                <C>           <C>                <C>
Banks (2)                                   $ 21,993            7.10       $ 18,559            8.46         $ 15,326            7.33
Other demand deposits                         38,867            3.14         33,466            3.49           31,833            2.99
Other time and savings deposits (2)          117,742            5.64        105,357            6.98           90,610            6.75
                                            ---------                      ---------                        --------
Total                                       $178,602            5.28       $157,382            6.41         $137,769            5.95
--------------------------------------------========================================================================================
</TABLE>

(1)   Interest rates and amounts include the effects of risk management
      activities, and also reflect the impact of the local interest rates
      prevailing in certain countries. See Note 17 of Notes to Consolidated
      Financial Statements.
(2)   Primarily consists of time certificates of deposit and other time deposits
      in denominations of $100,000 or more.
--------------------------------------------------------------------------------

MATURITY PROFILE OF TIME DEPOSITS ($100,000 OR MORE) IN U.S. OFFICES

<TABLE>
<CAPTION>
                                                                 Under         Over 3 to          Over 6 to         Over
In millions of dollars at year-end 1999                       3 Months          6 Months          12 Months    12 Months
------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>                <C>          <C>
Certificates of deposit                                         $5,289              $451               $640         $596
Other time deposits                                              1,497               225                110           82
----------------------------------------------------------------========================================================
</TABLE>

PURCHASED FUNDS AND OTHER BORROWINGS (1)

<TABLE>
<CAPTION>
                                       Federal Funds Purchased
                                     and Securities Sold Under
                                         Repurchase Agreements                Commercial Paper         Other Funds Borrowed (2)
                                    -------------------------------------------------------------------------------------------
In millions of dollars                  1999            1998             1999            1998            1999             1998
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>               <C>             <C>            <C>              <C>
Amount outstanding at year-end        $8,004         $10,421           $5,027          $3,040         $12,065          $12,034
Average outstanding during
  the year                             6,734          11,197            3,819           5,564          11,579            9,496
Maximum month-end outstanding          8,465          13,616            5,027           8,711          16,405           12,034
-------------------------------------------------------------------------------------------------------------------------------
Weighted-average interest rate
During the year (3)                     5.72%           5.17%            5.11%           5.75%          12.13%           13.13%
At year-end (4)                         5.57            6.58             6.12            5.36            8.28            12.14
---------------------------------------========================================================================================
</TABLE>

(1)   Original maturities of less than one year.
(2)   Rates reflect the impact of local interest rates prevailing in countries
      outside the United States.
(3)   Interest rates include the effects of risk management activities. See Note
      17 of Notes to Consolidated Financial Statements.
(4)   Based on contractual rates at year-end.

RATIOS

                                                     1999       1998       1997
--------------------------------------------------------------------------------
Net income to average assets                         1.44%      0.90%      1.25%
Return on average total stockholder's equity        20.39%     13.31%     17.15%
Total average equity to average assets               7.07%      6.78%      7.32%
----------------------------------------------------============================


                                      F-44