CITICORP - 10-K Annual Report

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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, 2002
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______to _______

Commission file number: 1-5738

CITICORP
(Exact name of Registrant as specified in its charter)

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

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

Registrant's telephone number, including area code:(212)559-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

Citicorp Capital III 7.10%
Capital Securities New York Stock Exchange
(and Registrant's guarantee
obligations with respect thereto)

Securities registered pursuant to Section 12(g) of the Act:

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 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/

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes / / No /X/

Because the Registrant is an indirect 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.

AVAILABLE ON THE WEB AT WWW.CITIGROUP.COM

TABLE OF CONTENTS

THE COMPANY...................................................... 3
Global Consumer............................................... 3
Global Corporate and Investment Bank.......................... 3
Global Investment Management.................................. 3
Proprietary Investment Activities............................. 4
Corporate/Other............................................... 4
International................................................. 4
MANAGEMENT'S DISCUSSION AND ANALYSIS............................. 5
Results of Operations......................................... 5
EVENTS IN 2002................................................... 5
Accounting Changes in 2002.................................... 6
EVENTS IN 2001................................................... 6
Accounting Changes in 2001.................................... 6
SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES........ 6
FUTURE APPLICATION OF ACCOUNTING STANDARDS....................... 10
BUSINESS FOCUS................................................... 11
Citicorp Net Income - Product View............................ 11
GLOBAL CONSUMER.................................................. 13
Cards......................................................... 13
Consumer Finance.............................................. 14
Retail Banking................................................ 15
Other Consumer................................................ 16
Global Consumer Outlook....................................... 16
GLOBAL CORPORATE AND INVESTMENT BANK............................. 18
Capital Markets and Banking................................... 18
Transaction Services.......................................... 19
Global Corporate and Investment Bank Outlook.................. 19
GLOBAL INVESTMENT MANAGEMENT..................................... 20
Life Insurance and Annuities.................................. 20
Private Bank.................................................. 20
Asset Management.............................................. 21
Global Investment Management Outlook.......................... 21
PROPRIETARY INVESTMENT ACTIVITIES................................ 22
CORPORATE/OTHER.................................................. 23
FORWARD-LOOKING STATEMENTS....................................... 23
MANAGING GLOBAL RISK............................................. 24
Credit Risk Management Process................................ 24
Loans Outstanding............................................. 25
Other Real Estate Owned and Other Repossessed Assets.......... 25
Details of Credit Loss Experience............................. 25
Cash-Basis, Renegotiated, and Past Due Loans.................. 26
Foregone Interest Revenue on Loans............................ 26
Consumer Credit Risk.......................................... 26
Consumer Portfolio Review..................................... 26
Corporate Credit Risk......................................... 28
Global Corporate Portfolio Review............................. 30
Loan Maturities and Sensitivity to Changes in Interest Rates.. 31
Market Risk Management Process................................ 31
Operational Risk Management Process........................... 33
Country and Cross-Border Risk Management Process.............. 33
LIQUIDITY AND CAPITAL RESOURCES.................................. 35
Off-Balance Sheet Arrangements................................ 36
CAPITAL.......................................................... 38
CONTROLS AND PROCEDURES.......................................... 40
INDEPENDENT AUDITORS' REPORT..................................... 41
CONSOLIDATED FINANCIAL STATEMENTS................................ 42
Consolidated Statement of Income.............................. 42
Consolidated Statement of Financial Position.................. 43
Consolidated Statement of Changes in Stockholder's Equity..... 44
Consolidated Statement of Cash Flows.......................... 45
Consolidated Statement of Financial Position --
Citibank, N.A. and Subsidiaries............................. 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....................... 47
FINANCIAL DATA SUPPLEMENT........................................ 80
Average Balances and Interest Rates,
Taxable Equivalent Basis.................................... 80
Analysis of Changes in Net Interest Revenue,
Taxable Equivalent Basis.................................... 81
Ratios........................................................ 82
Average Deposit Liabilities in Offices Outside the U.S........ 82
Maturity Profile of Time Deposits
($100,000 or more) in U.S. Offices.......................... 82
Purchased Funds and Other Borrowings.......................... 82
REGULATION AND SUPERVISION....................................... 83
10-K CROSS-REFERENCE INDEX....................................... 86
CORPORATE INFORMATION............................................ 86
Exhibits, Financial Statement Schedules,
and Reports on Form 8-K..................................... 86
SIGNATURES....................................................... 87
CERTIFICATIONS................................................... 88

THE COMPANY

Citicorp Inc. (Citicorp and, together with its subsidiaries, the Company)
is a diversified global financial services holding company whose businesses
provide a broad range of financial services to consumer and corporate customers
in over 100 countries and territories.

The Company's activities are conducted through the Global Consumer, Global
Corporate and Investment Bank (GCIB), Global Investment Management (GIM) and
Proprietary Investment Activities business segments.

The Company has completed certain strategic business acquisitions during
the past three years, details of which can be found in Note 3 to the
Consolidated Financial Statements.

The Company is a bank holding company within the meaning of the U.S. Bank
Holding Company Act of 1956 (BHC Act) registered with, and subject to
examination by, the Board of Governors of the Federal Reserve System (FRB).
Certain of the Company's subsidiaries are subject to supervision and examination
by their respective federal and state authorities. Additional information on the
Company's regulation and supervision can be found within the Regulation and
Supervision section beginning on page 83.

At December 31, 2002, the Company had approximately 88,200 full-time and
4,100 part-time employees in the United States and approximately 114,000
employees outside the United States.

Additional business and financial information concerning the Company can be
found in the Annual Report on Form 10-K for the year ended December 31, 2002 of
Citigroup Inc. (Citigroup), the Company's ultimate parent.

Citicorp was incorporated in 1967 under the laws of the State of Delaware.

The principal executive officers of the Company are located at 399 Park
Avenue, New York, NY 10043, telephone number 212-559-1000. Additional
information is available on Citigroup's website at www.citigroup.com.

GLOBAL CONSUMER

GLOBAL CONSUMER delivers a wide array of banking, lending, insurance and
investment services through a network of local branches, offices and electronic
delivery systems, including ATMs, Automated Lending Machines (ALMs) and the
World Wide Web. The Global Consumer businesses serve individual consumers as
well as small businesses. Global Consumer includes CARDS, CONSUMER FINANCE and
RETAIL BANKING.

CARDS provides MasterCard, VISA and private label credit and charge cards.
North America Cards includes the operations of Citi Cards, the Company's primary
brand in North America, as well as Diners Club N.A. and Mexico Cards.
International Cards provides credit and charge cards to customers in Western
Europe, Japan, Asia, Central and Eastern Europe, Middle East and Africa (CEEMEA)
and Latin America.

CONSUMER FINANCE provides community-based lending services through branch
networks, regional sales offices and cross-selling initiatives with other
Citigroup businesses. The business of CitiFinancial is included in North America
Consumer Finance. As of December 31, 2002, North America Consumer Finance
maintained 2,411 offices, including 2,186 CitiFinancial offices in the U.S. and
Canada, while International Consumer Finance maintained 1,134 offices, including
884 in Japan. CONSUMER FINANCE offers real estate-secured loans, unsecured and
partially secured personal loans, auto loans and loans to finance consumer goods
purchases. In addition, CitiFinancial, through certain subsidiaries and third
parties, makes available various credit-related and other insurance products to
its U.S. customers.

RETAIL BANKING provides banking, lending, investment and insurance services
to customers through retail branches and electronic delivery systems. In North
America, RETAIL BANKING includes the operations of Citibanking North America,
Consumer Assets and Mexico Retail Banking. Citibanking North America delivers
banking, lending, investment and insurance services through 812 branches in the
U.S. and Puerto Rico and through Citibank Online, an Internet banking site on
the World Wide Web. The Consumer Assets business originates and services
mortgages and student loans for customers across the U.S. Mexico Retail Banking
consists of the branch banking operations of Banamex. International Retail
Banking provides full-service banking and investment services in Western Europe,
Japan, Asia, CEEMEA and Latin America.

GLOBAL CORPORATE AND INVESTMENT BANK

GLOBAL CORPORATE AND INVESTMENT BANK provides corporations, governments,
institutions and investors in over 100 countries and territories with a broad
range of financial products and services. Global Corporate and Investment Bank
includes CAPITAL MARKETS AND BANKING and TRANSACTION SERVICES.

CAPITAL MARKETS AND BANKING offers a wide array of commercial banking
services and products, including foreign exchange, structured products,
derivatives, loans, leasing and equipment finance.

TRANSACTION SERVICES is composed of Cash, Trade and Treasury Services
(CTTS) and Global Securities Services (GSS). CTTS provides comprehensive cash
management, trade finance and e-commerce services for corporations and financial
institutions worldwide. GSS provides custody services to investors such as
insurance companies and pension funds, and clearing services to intermediaries
such as broker/dealers as well as depository and agency and trust services to
multinational corporations and governments globally.

GLOBAL INVESTMENT MANAGEMENT

GLOBAL INVESTMENT MANAGEMENT offers a broad range of life insurance,
annuity, asset management and personalized wealth management products and
services distributed to institutional, high-net- worth and retail clients.
Global Investment Management includes LIFE INSURANCE AND ANNUITIES, PRIVATE BANK
and ASSET MANAGEMENT.

LIFE INSURANCE AND ANNUITIES includes International Insurance Manufacturing
(IIM) and Citi Insurance Group (CIG). The IIM business provides credit, life,
disability and other insurance products, as well as annuities internationally,
leveraging the existing distribution channels of the CONSUMER FINANCE, RETAIL
BANKING and ASSET MANAGEMENT (retirement services) businesses. IIM primarily has
operations in Mexico, Western Europe, Latin America and Asia.

PRIVATE BANK provides personalized wealth management services for
high-net-worth clients through 132 offices in 36 countries and territories,
generating fee and interest income from investment funds management, client
trading activity, trust and fiduciary services, custody services, and
traditional banking and lending activities. Through its Private Bankers and
Product Specialists, PRIVATE BANK leverages its extensive experience with
clients' needs and its access to Citigroup to provide clients with comprehensive
investment and banking services.

ASSET MANAGEMENT includes the businesses of Citibank Global Asset
Management, Banamex asset management and retirement services businesses, other
retirement services businesses in Latin

3

America and an alternative investments business. These businesses offer
institutional, high-net-worth and retail clients a broad range of investment
alternatives from investment centers located around the world. Products and
services offered include mutual funds, separately managed accounts, alternative
investments (including hedge funds, private equity, and credit structures) and
pension administration services.

PROPRIETARY INVESTMENT ACTIVITIES

PROPRIETARY INVESTMENT ACTIVITIES is comprised of Citicorp's private equity
investments, including venture capital activities, realized investment gains
(losses) from sales of certain insurance-related investments and the results
from certain other proprietary investments, including investments in countries
that refinanced debt under the 1989 Brady Plan or plans of a similar nature.

CORPORATE/OTHER

CORPORATE/OTHER includes net corporate treasury results, corporate
expenses, certain intersegment eliminations, the Internet-related development
activities, cumulative effect of accounting changes and taxes not allocated to
the individual businesses.

INTERNATIONAL

INTERNATIONAL (whose operations are fully reflected in the product
disclosures above), in partnership with our global product groups, offers a
broad range of consumer financial services, corporate and investment banking
services and investment management to some 50 million customer accounts in more
than 100 countries throughout Asia, Japan, Western Europe, Latin America and
CEEMEA.

The product mix differs in each region, depending upon local conditions and
opportunities. In Asia, Citicorp has comprehensive consumer, corporate and
investment management businesses. In China, Citibank was the first international
bank to offer banking services to Chinese citizens. International also offers an
array of wealth management services in the region, with integrated offerings and
dedicated service centers. In 2002, these services were expanded to include
India, Indonesia, and Taiwan.

In Japan, Citicorp has a major consumer finance business and leadership
positions in investment banking, retail banking and private banking.
CitiInsurance, our global insurance company, received its license to sell life
insurance and retirement-savings products in Japan. The new company, Mitsui
Sumitomo CitiInsurance, Ltd., is the first Japanese-foreign joint venture life
insurance firm focused on variable annuities in Japan. Our corporate banking
operations in Japan are also extensive.

In Western Europe, Citicorp is a leader in serving global corporations.
Citicorp holds top tier positions in debt and equity underwriting, advisory
services, derivatives, foreign exchange, transaction services, loans and sales
and trading. Citicorp offers consumer services across the region and has a large
retail bank in Germany, where it recently introduced a new wealth management
initiative targeting high-net-worth individuals.

In CEEMEA, Citicorp has extensive corporate businesses and expanding
consumer operations as well. Bank Handlowy is the leading financial services
company in Poland, and CitiInsurance opened a new insurance company in the
country. Citicorp launched retail banking in Russia with the opening of its
first consumer branch in Moscow. In the United Arab Emirates, Citicorp recently
introduced wealth management services targeting high-net-worth individuals. In
Hungary, Citibank was the first financial institution in the local market to
offer offshore equity funds to retail customers. Citicorp is also a major
provider of financial services to the corporate sector, offering important
funding to governments and companies.

Citicorp is a leading bank in Latin America, providing debt and equity
underwriting, advisory services, derivatives, foreign exchange, transaction
services, loans and sales and trading to the corporate sector. It also operates
consumer businesses across the region. In 2002, CitiInsurance launched a new
insurance company in Brazil.

4

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

FINANCIAL SUMMARY

(1) Revenues, Net of Interest Expense, and Benefits, Claims, and Credit Losses
in the table above are disclosed on an owned basis (under Generally
Accepted Accounting Principles (GAAP)). If this table were prepared on a
managed basis, which includes certain effects of securitization activities
including receivables held for securitization and receivables sold with
servicing retained, there would be no impact to net income, but revenues,
net of interest expense, and benefits, claims, and credit losses would each
have been increased by $4.123 billion and $3.568 billion in 2002 and 2001,
respectively. Although a managed basis presentation is not in conformity
with GAAP, it provides a representation of performance and key indicators
of the credit card business that is consistent with the view the Company
uses to manage the business.

EVENTS IN 2002

CHARGE FOR REGULATORY AND LEGAL MATTERS

During the 2002 fourth quarter, the Company established a reserve toward
estimated costs of regulatory inquiries and private litigation related to Enron.
The total reserves established for these matters in 2002 amounted to an
after-tax charge of approximately $460 million. The Company believes that it has
substantial defenses to the pending private litigations which are at a very
early stage. Given the uncertainties of the timing and outcome of this type of
litigation, the large number of cases, the novel issues, the substantial time
before these cases will be resolved, and the multiple defendants in many of
them, this reserve is difficult to determine and of necessity subject to future
revision. This paragraph contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

ACQUISITION OF GOLDEN STATE BANCORP

On November 6, 2002, Citigroup completed its acquisition of 100% of
Golden State Bancorp (GSB) in a transaction in which Citigroup paid
approximately $2.3 billion in cash and issued 79.5 million Citigroup common
shares. The total transaction value of approximately $5.8 billion was based
on the average price of Citigroup shares, as adjusted for the effect of the
TPC distribution, for the two trading days before and after May 21, 2002, the
date the terms of the acquisition were agreed to and announced. The results
of GSB are included from November 2002 forward.

SALE OF 399 PARK AVENUE

During 2002, Citigroup sold its 399 Park Avenue, New York City headquarters
building. The Company is currently the lessee of approximately 40% of the
building with terms averaging 15 years. The sale for $1.06 billion resulted in a
pretax gain of $830 million, with $527 million ($323 million after-tax)
recognized in 2002 representing the gain on the portion of the building the
Company does not occupy, and the remainder to be recognized over the term of
Citicorp's lease agreements.

IMPACT FROM ARGENTINA'S ECONOMIC CHANGES

Throughout 2002, Argentina experienced significant political and economic
changes including severe recessionary conditions, high inflation and political
uncertainty. The government of Argentina implemented substantial economic
changes, including abandoning the country's fixed U.S. dollar-to-peso exchange
rate, and asymmetrically redenominating substantially all of the banking
industry's loans, deposits (which were also restricted) and other assets and
liabilities previously denominated in U.S. dollars into pesos at different
rates. As a result of the impact of these government actions, the Company
changed its functional currency in Argentina from the U.S. dollar to the
Argentine peso. Additionally, the government issued certain compensation
instruments to financial institutions to compensate them in part for losses
incurred as a result of the redenomination events. The government also announced
a 180-day moratorium against creditors filing foreclosures or bankruptcy
proceedings against borrowers. Later in the year, the government modified the
terms of certain of their Patriotic Bonds making them less valuable. The
government actions, combined with the severe recessionary economic situation and
the devaluation of the peso, adversely impacted Citicorp's business in
Argentina.

During 2002, Citicorp recorded a total of $1.704 billion in net pretax
charges, as follows: $1,018 million in net provisions for credit losses; $284
million in investment write-downs; $232 million in losses relating to Amparos
(representing judicial orders requiring previously dollar-denominated deposits
and insurance contracts that had been redenominated at government rates to be
immediately repaid at market exchange rates); $98 million of write-downs of
Patriotic Bonds; a $42 million restructuring charge; and a $30 million net
charge for currency redenomination and other foreign currency items that
includes a benefit from compensation instruments issued in 2002.

In addition, the impact of the devaluation of the peso during 2002 produced
foreign currency translation losses that reduced Citicorp's equity by $595
million, after-tax.

As the economic situation as well as legal and regulatory issues in
Argentina remain fluid, we continue to work with the government and our
customers and continue to monitor conditions closely. Additional losses may be
incurred. In particular, we continue to monitor the potential additional impact
that the continued economic crisis may have on our corporate borrowers, as well
as the impact on consumer deposits and insurance liabilities of potential
government actions, including re-dollarization. This paragraph contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 23.

5

ACCOUNTING CHANGES IN 2002

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations" (SFAS
141), and certain provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142), as required for goodwill and indefinite-lived intangible
assets resulting from business combinations consummated after June 30, 2001.
These new rules required that all business combinations consummated after June
30, 2001 be accounted for under the purchase method. The non-amortization
provisions of the new rules affecting goodwill and intangible assets deemed to
have indefinite lives were effective for all purchase business combinations
completed after June 30, 2001.

On January 1, 2002, when the rules became effective for calendar year
companies, Citicorp adopted the remaining provisions of SFAS 142. Under the new
rules, effective January 1, 2002, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized, but are subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful
lives.

The Company has performed the required impairment tests of goodwill and
indefinite-lived intangible assets and there was no impairment of goodwill. See
Note 2 to the Consolidated Financial Statements for additional information about
this accounting change.

EVENTS IN 2001

IMPACT FROM ARGENTINA'S POLITICAL AND ECONOMIC CHANGES

During 2001, Argentina underwent significant political and economic
changes. The government of Argentina implemented substantial economic changes,
including abandoning the country's fixed U.S. dollar-to-peso exchange rate, as
well as converting certain U.S. dollar-denominated consumer loans into pesos.
The Company recognized charges in the 2001 fourth quarter of $235 million
(pretax) related to write-downs of Argentine credit exposures and $235 million
(pretax) in losses related to the foreign exchange revaluation of the consumer
loan portfolio.

IMPACT FROM ENRON

As a result of the financial deterioration and eventual bankruptcy of Enron
Corporation in 2001, Citicorp's results were reduced by $178 million (pretax) as
a result of the write-down of Enron-related credit exposure and trading
positions, and the impairment of Enron-related investments.

ACQUISITION OF BANAMEX

In August 2001, the Company completed its acquisition of Grupo Financiero
Banamex-Accival (Banamex), a leading Mexican financial institution, for
approximately $12.5 billion in cash and Citigroup stock. Citicorp completed the
acquisition by settling transactions that were conducted on the Mexican Stock
Exchange. Those transactions comprised both the acquisition of Banamex shares
tendered in response to Citicorp's offer to acquire all of Banamex's outstanding
shares and the simultaneous sale of 126,705,281 Citigroup shares to the
tendering Banamex shareholders. On September 24, 2001, Citicorp became the
holder of 100% of the issued and outstanding ordinary shares of Banamex
following a share redemption by Banamex. The results of Banamex are included
from August 2001 forward.

ACCOUNTING CHANGES IN 2001

ADOPTION OF EITF 99-20

During the 2001 second quarter, the Company adopted Emerging Issues Task
Force (EITF) Issue No. 99-20, "Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized Financial Assets"
(EITF 99-20). EITF 99-20 provides new guidance regarding income recognition and
identification and determination of impairment on certain asset-backed
securities. The initial adoption resulted in a cumulative adjustment of $111
million after-tax, recorded as a charge to earnings, and an increase of $88
million included in stockholder's equity from non-owner sources.

DERIVATIVES AND HEDGE ACCOUNTING

On January 1, 2001, Citicorp adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). This Statement
changed the accounting treatment of derivative contracts (including foreign
exchange contracts) that are employed to manage risk outside of Citicorp's
trading activities, as well as certain derivative instruments embedded in other
contracts. SFAS 133 requires that all derivatives be recorded on the balance
sheet at their fair value. The treatment of changes in the fair value of
derivatives depends on the character of the transaction, including whether it
has been designated and qualifies as part of a hedging relationship. The
majority of Citicorp's derivatives are entered into for trading purposes and
were not impacted by the adoption of SFAS 133. The cumulative effect of adopting
SFAS 133 at January 1, 2001 was an after-tax charge of $33 million included in
net income and an increase of $82 million included in other changes in
stockholder's equity from non-owner sources.

SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Notes to the Consolidated Financial Statements contain a summary of
Citicorp's significant accounting policies, including a discussion of recently
issued accounting pronouncements. Certain of these policies as well as estimates
made by management are considered to be important to the portrayal of the
Company's financial condition, since they require management to make difficult,
complex or subjective judgments and estimates, some of which may relate to
matters that are inherently uncertain. These significant policies and estimates
include valuation of financial instruments, the allowance for credit losses,
securitizations, and estimating our exposure to losses in Argentina. Additional
information about these policies can be found in Note 1 to the Consolidated
Financial Statements. Management has discussed each of these significant
accounting policies and the related estimates with the Audit Committee of the
Board of Directors.

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

VALUATIONS OF FINANCIAL INSTRUMENTS

Investments and trading account assets and liabilities, held by the Global
Corporate and Investment Bank and Proprietary Investment Activities segments,
include fixed maturity and equity securities, derivatives, investments in
private equity and other financial instruments. Citicorp carries its investments
and trading account assets and liabilities at fair value if they are considered
to be available-for-sale or trading securities. For a substantial majority of
our investments and trading account assets and liabilities, fair values are
determined based

6

upon quoted prices or validated models with externally verifiable model inputs.
Changes in values of available-for-sale securities are recognized in a component
of stockholder's equity after-taxes, unless the value is impaired and the
impairment is not considered to be temporary. Impairment losses that are not
considered temporary are recognized in earnings. The Company conducts regular
reviews to assess whether other-than-temporary impairment exists. Changing
economic conditions--global, regional, or related to specific issuers or
industries--could adversely affect these values. Changes in the fair values of
trading account assets and liabilities are recognized in earnings. Private
equity subsidiaries also carry their investments at fair value with changes in
value recognized in earnings.

If available, quoted market prices provide the best indication of value. If
quoted market prices are not available for fixed maturity securities, equity
securities, derivatives or commodities, the Company discounts the expected cash
flows using market interest rates commensurate with the credit quality and
duration of the investment. Alternatively, matrix or model pricing may be used
to determine an appropriate fair value. It is Citicorp's policy that all models
used to produce valuations for the published financial statements be validated
by qualified personnel independent from those that created the models. The
determination of market or fair value considers various factors, including time
value and volatility factors, underlying options, warrants and derivatives;
price activity for equivalent 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 derivative transaction maintenance costs during
the period. Changes in assumptions could affect the fair values of investments
and trading account assets and liabilities.

For our available-for-sale and trading portfolios amounting to assets of
$161.9 billion and liabilities of $26.4 billion at December 31, 2002, fair
values were determined in the following ways: externally verified via comparison
to quoted market prices or third-party broker quotations; by using models that
were validated by qualified personnel independent of the area that created the
model and inputs that were verified by comparison to third-party broker
quotations or other third-party sources; or by using alternative procedures such
as comparison to comparable securities and/or subsequent liquidation prices. At
December 31, 2002, approximately 99% of the available-for-sale and trading
portfolios' gross assets and liabilities are considered verified and
approximately 1% is considered unverified. Of the unverified, approximately 35%
consists of cash products, where independent quotes were not available and/or
alternative procedures were not feasible, and 65% consists of derivative
products where either the model was not validated and/or the inputs were not
verified due to the lack of appropriate market quotations. Such values are
actively reviewed by management.

In determining the fair values of our securities portfolios, management
also reviews the length of time trading positions have been held to identify
aged inventory. During 2002, the monthly average aged inventory designated as
available-for-immediate-sale was approximately $106 million. Inventory positions
that are both aged and whose values are unverified amounted to less than $55
million at December 31, 2002. The fair value of aged inventory is actively
monitored and, where appropriate, is discounted to reflect the implied
illiquidity for positions that have been available-for-immediate-sale for longer
than 90 days. At December 31, 2002, such valuation adjustments amounted to $1.2
million.

Citicorp's private equity subsidiaries include subsidiaries registered as
Small Business Investment Companies and other subsidiaries that engage
exclusively in venture capital activities. Investments held by private equity
subsidiaries related to the Company's venture capital activities amounted to
$3.7 billion at December 31, 2002. For investments in publicly traded securities
held by private equity subsidiaries amounting to approximately $0.9 billion at
December 31, 2002, fair value is generally based upon quoted market prices.
These publicly traded securities include thinly traded securities, large block
holdings, restricted shares or other special situations, and the quoted market
price is adjusted to produce an estimate of the attainable fair value for the
securities. To determine the amount of the adjustment, the Company uses a model
that is based on option theory. The model is validated annually by an
independent valuation consulting firm. Such adjustments ranged from 5% to 30% of
the investments' quoted prices in 2002. For investments that are not publicly
traded that are held by private equity subsidiaries amounting to approximately
$2.8 billion at December 31, 2002, estimates of fair value are made periodically
by management based upon relevant third-party arm's length transactions, current
and subsequent financings and comparisons to similar companies for which quoted
market prices are available. Independent consultants may be used to provide
valuations periodically for certain investments that are not publicly traded or
the valuations may be done internally. Internal valuations are reviewed by
personnel independent of the investing entity.

See the discussion of trading account assets and liabilities and
investments in Summary of Significant Accounting Policies in Note 1 to the
Consolidated Financial Statements. For additional information regarding the
sensitivity of these instruments, see "Market Risk Management Process" on page
31.

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses represents management's estimate of
probable losses inherent in the lending portfolio. This evaluation process is
subject to numerous estimates and judgments. The frequency of default, risk
ratings, and the loss recovery rates, among other things, are considered in
making this evaluation, as are the size and diversity of individual large
credits. Changes in these estimates could have a direct impact on the credit
costs in any quarter and could result in a change in the allowance. At December
31, 2002, the allowance totaled $5.091 billion for the corporate loan portfolio
and $6.410 billion for the consumer portfolio. Attribution of the allowance is
made for analytic purposes only, and the entire allowance of $11.501 billion is
available to absorb probable credit losses inherent in the portfolio including
unfunded commitments.

From December 31, 2000 to December 31, 2002, corporate cash-basis loans
increased from $1.926 billion to $4.829 billion and net credit losses rose from
$771 million in 2000 to $2.200 billion in 2002, reflecting the worsening
condition of the energy and telecommunications industries and deterioration of
economic conditions in Latin America and Asia. Over that period, the corporate
allowance for credit losses also rose from $4.015 billion to $5.091 billion.
Consumer net credit losses increased from $4.423 billion in 2000 to $6.796
billion in 2002 and consumer loans on which accrual of interest has been
suspended increased from $3.404 billion to $5.023 billion. The consumer
allowance rose from $4.946 billion to $6.410 billion from December 31, 2000 to
December 31, 2002, including $640 million and $452 million associated with the
acquisitions of Banamex and GSB, respectively, and $206 million in connection
with recent Federal Financial Institutions Examination Council (FFIEC) guidance.
The level of the consumer allowance was also impacted by deteriorating economic
conditions and increased bankruptcies, and the deterioration in Argentina and in
the CONSUMER FINANCE portfolio in Japan. Management expects that 2003 loss
experience for the corporate portfolio will be comparable to that of 2002.
Consumer credit loss rates
7

are expected to be flat despite current economic conditions in the U.S. and
Japan, including rising bankruptcy filings and unemployment rates.

In the corporate loan portfolio, larger-balance, non-homogeneous 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. Reserves are established
based upon an estimate of probable losses for individual larger-balance,
non-homogeneous loans deemed impaired, a statistical model of expected losses on
the remaining performing portfolio, as well as management's detailed knowledge
of the portfolio and current conditions. Reserves for individual loans that are
deemed to be impaired consider all available evidence, including, as
appropriate, the present value of expected future cash flows discounted at the
loan's contractual effective rate, the secondary market value of the loan and
the fair value of collateral.

The allowance for credit losses attributed to the corporate portfolio,
excluding CitiCapital, primarily in the GCIB segment, is established through a
process that begins with statistical estimates of probable losses inherent in
the portfolio. These estimates are based upon: (1) Citigroup's internal system
of credit risk ratings, which are analogous to the risk ratings of the major
rating agencies; (2) the corporate portfolio database; and (3) historical
default and loss data, including rating agency information regarding default
rates from 1983 to 2001 and internal data, dating to the early 1970s, on
severity of losses in the event of default. This statistical process
generates an estimate for losses inherent in the portfolio as well as a
one standard deviation confidence interval around the estimate.

The statistical estimate for losses inherent in the portfolio is based on
historical average default rates, whereas the range of the confidence interval
reflects the historical fluctuation of default rates over the credit cycle, the
historical variability of loss severity among defaulted loans, and the degree to
which there are large obligor concentrations in the global portfolio.

The statistical estimate of losses inherent in the portfolio may then be
adjusted, both for management's estimate of probable losses on specific
exposures, as well as for other considerations, such as environmental factors
and trends in portfolio indicators, including risk rated exposures, cash-basis
loans, historical and forecasted write-offs, and portfolio concentrations. In
addition, management considers the current business strategy and credit process,
including credit limit setting and compliance, credit approvals, loan
underwriting criteria and loan workout procedures.

For December 31, 2002, the statistical estimate for inherent losses in the
total corporate portfolio (excluding CitiCapital) was $3.434 billion, with a
standard deviation of $785 million. This analysis included all corporate loans,
commitments and unfunded letters of credit. Management then identified those
exposures for which name-specific loss estimates were required, and replaced the
statistical estimate of losses with management's estimate of losses. Management
made adjustments for other considerations, including portfolio trends and
economic indicators. As a result of these adjustments, at December 31, 2002, the
allowance for credit losses attributable to the corporate portfolio, excluding
CitiCapital, was set at $4.480 billion. In addition, the reserve for unfunded
letters of credit was set at $167 million, and is included in other liabilities
rather than in the allowance for credit losses.

CitiCapital's allowance is established based upon an estimate of probable
losses inherent in the portfolio for individual loans and leases deemed
impaired, and the application of annualized weighted average credit loss ratio
to the remaining portfolio. The annualized weighted average credit loss ratio
reflects both historical and projected losses. Additional reserves are
established to provide for imprecision caused by the use of estimated loss data.

At December 31, 2002, the CitiCapital allowance totaled $611 million, and
was composed of $40 million of reserves on impaired loans, $511 million to be
provided for expected credit losses in the performing portfolio and $60 million
to reflect imprecision caused by the use of historical data and projected loss
data. The reserve for expected credit losses reflects a 1.87% annualized
weighted average loss ratio on the performing portfolio. A 0.50% change in the
weighted average loss ratio would increase or decrease the December 31, 2002
allowance by $137 million.

Each portfolio of smaller-balance, homogeneous loans, including consumer
mortgage, installment, revolving credit and most other consumer loans, primarily
in the Global Consumer segment, is collectively evaluated for impairment in
order to provide an allowance sufficient to cover all loans that have shown
evidence of impairment as of the balance sheet date. The foundation for
assessing the adequacy of the allowance for credit losses for consumer loans is
a statistical methodology that estimates the losses inherent in the portfolio at
the balance sheet date based on historical delinquency flow rates, charge-off
statistics and loss severity. The statistical methodology is applied separately
for each individual product within each different geographic region in which the
product is offered.

Under this statistical method, the portfolio of loans is aged and separated
into groups based upon the aging of the loan balances (current, 1 to 29 days
past due, 30 to 59 days past due, etc.). The statistical method stresses each
group of loans based upon the highest quarterly net charge-off rate over the
past five years. In addition, management adjusts the statistical result to
reflect an additional amount related to economic trends and competitive factors
and also considers other available information, including seasonality, portfolio
acquisitions, solicitation of new loans, changes in lending policies and
procedures, geographical, product, and other environmental factors, changes in
bankruptcy laws, and evolving regulatory standards.

Citicorp has well-established credit loss recognition criteria for its
various consumer loan products. These credit loss recognition criteria are based
on contractual delinquency status, consistently applied from period to period
and in compliance with FFIEC guidelines, including bankruptcy loss recognition.
The allowance for credit losses is replenished through a charge to the provision
for credit losses for all net credit losses incurred during the relevant
accounting period and adjusted to reflect current economic trends and the
results of the statistical methodology. The provision for credit losses is
highly dependent on both bankruptcy loss recognition and the time it takes for
loans to move through the delinquency buckets and eventually to write-off (flow
rates). An increase in the Company's share of bankruptcy losses would generally
result in a corresponding increase in the provision for credit losses. For
example, a 10% increase in the Company's portion of bankruptcy losses would
generally result in a similar increase in the provision for credit losses. In
addition, an acceleration of flow rates would also result in a corresponding
increase to the provision for credit losses. The precise impact that an
acceleration of flow rates would have on the provision for credit losses would
depend upon the product and geography mix that comprise the flow rate
acceleration.

The evaluation of the total allowance includes an assessment of the ability
of borrowers with foreign currency obligations to obtain the foreign currency
necessary for orderly debt servicing.

See the discussions of "Consumer Credit Risk" and "Corporate Credit Risk"
on pages 26 and 28, respectively, for additional information.

8

SECURITIZATIONS

Securitization is a process by which a legal entity issues certain
securities to investors, which securities pay a return based on the principal
and interest cash flows from a pool of loans or other financial assets. Citicorp
securitizes credit card receivables, mortgages, and other loans that it
originated and/or purchased and certain other financial assets. After
securitization of credit card receivables, the Company continues to maintain
account relationships with customers. Citicorp also assists its clients in
securitizing the clients' financial assets. Citicorp may provide administrative,
asset management, underwriting, liquidity facilities and/or other services to
the resulting securitization entities, and may continue to service the financial
assets sold to the securitization entity.

There are two key accounting determinations that must be made relating to
securitizations. In the case where Citicorp originated or previously owned the
financial assets transferred to the securitization entity, a decision must be
made as to whether that transfer would be considered a sale under generally
accepted accounting principles, resulting in the transferred assets being
removed from the Company's Consolidated Statement of Financial Position with a
gain or loss recognized. Alternatively, the transfer would be considered a
financing, resulting in recognition of a liability in the Company's Consolidated
Statement of Financial Position. The second key determination to be made is
whether the securitization entity should be considered a subsidiary of the
Company and be included in the Company's Consolidated Financial Statements or
whether the entity is sufficiently independent that it does not need to be
consolidated. If the securitization entity's activities are sufficiently
restricted to meet certain accounting requirements to be considered a qualifying
special purpose entity (QSPE), the securitization entity is not consolidated by
the seller of the transferred assets. Most of the Company's securitization
transactions meet the existing criteria for sale accounting and
non-consolidation. In January 2003, the Financial Accounting Standards Board
(FASB) issued a new interpretation on consolidation accounting.

The Company participates in 1,094 securitization transactions, structured
investment vehicles and other investment funds with its own and with clients'
assets totaling $433.0 billion at December 31, 2002.

Global Consumer uses QSPEs to conduct its securitization activities,
including credit card receivables, and mortgage, home equity and auto loans.
Securitizations done by Global Consumer are for the Company's own account. QSPEs
are qualifying special-purpose entities established in accordance with SFAS No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" (SFAS 140). The Company is the transferor of
assets to these QSPEs and, accordingly, does not consolidate these QSPEs. At
December 31, 2002, Global Consumer was involved with 172 special purpose
entities (SPEs) with assets of $250.0 billion, including five SPEs with assets
of $1.8 billion that were consolidated by the Company and 166 QSPEs with assets
of $248.2 billion.

GCIB's securitization activities are conducted on behalf of the Company's
clients and to generate revenues for services provided to the SPEs. GCIB uses
SPEs to securitize clients' trade receivables and to meet other client needs
through structured financing and leasing transactions. Certain of the structured
financing transactions use QSPEs, as does the mortgage-backed securities
transactions. At December 31, 2002, GCIB was involved with 562 SPEs with assets
of $75.1 billion, including 383 SPEs with assets of $8.5 billion that were
consolidated by the Company and 67 QSPEs with assets amounting to $2.3 billion.

Global Investment Management uses SPEs to create investment opportunities
for clients through mutual and money market funds, unit investment trusts, hedge
funds and alternative investment structures, substantially all of which were not
consolidated by the Company at December 31, 2002. At December 31, 2002, Global
Investment Management was involved with 338 SPEs with assets of $103.8 billion,
including one SPE with assets of $1.0 billion that was consolidated by the
Company and one QSPE with assets of $0.4 billion.

Proprietary Investment Activities invests in various funds as part of its
activities on behalf of the Company and also uses SPEs in creating investment
opportunities. At December 31, 2002, Proprietary Investment Activities was
involved with 22 SPEs with assets of $4.0 billion, including two SPEs with
assets of $0.8 billion that were consolidated by the Company and one QSPE with
assets of $0.9 billion.

Additional information on the Company's securitization activities can be
found in "Off-Balance Sheet Arrangements" on page 36, in Note 10 to the
Consolidated Financial Statements, and in "Consolidation of Variable Interest
Entities" on page 10.

ARGENTINA

The carrying value of assets and exposures to loss related to the Company's
operations in Argentina represents management's estimates based on current
economic, legal and political conditions. While these conditions continue to be
closely monitored, they remain fluid, and future actions by the Argentine
government or further deterioration of its economy could result in changes to
those estimates.

The carrying values of certain assets, including the compensation
instruments, government-guaranteed promissory notes (GPNs) and government
Patriotic Bonds are based on management's estimates of default, recovery rates
and any collateral features. These instruments continue to be monitored, and
have been written down to represent management's estimate of their
collectibility, which could change as economic conditions in Argentina either
stabilize or worsen.

At December 31, 2002, the carrying values of the compensation notes, GPNs,
and Patriotic Bonds were $276 million, $273 million, and $59 million,
respectively. These valuations include write-downs which reduced income.

Management continues to monitor the potential additional economic impact
that the ongoing economic crisis may have on the collectibility of loans in
Argentina. In 2002, the Company recognized net additions to the allowance for
credit losses of $855 million. Additional losses may be incurred in the future.

In 2002, the Company recognized $232 million in charges and related
reserves for Amparos. The Argentina Supreme Court has determined that the
2002 redomination of a bank deposit of the Province of San Luis with Banco
Nacion from dollars to pesos was unconstitutional and has given the parties
to that litigation sixty days in which to determine the manner and timing of
the re-dollarization. This decision could result in a potential cost to the
Company depending on future actions or decisions by the Argentine government
or judiciary relating to re-dollarization. Because the actions or decisions
of the Argentine government or judiciary could take an unknown variety of
forms, the additional cost cannot be estimated. Further, any voluntary
actions the Company might undertake, such as the settlement of reprogrammed
deposits announced in January 2003, could mitigate such cost. In addition,
the Company believes it has a sound basis to bring a claim, as a result of
various actions of the Argentine government. A recovery on such a claim could
serve to reduce the economic loss of the Company. In the opinion of
management, the ultimate resolution of the redenomination would not be likely
to have a material adverse effect on the consolidated financial condition of
the Company, but may be material to the Company's operating results for any
particular period.

9

FUTURE APPLICATION OF ACCOUNTING STANDARDS

COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On January 1, 2003, Citicorp adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that
a liability for costs associated with exit or disposal activities, other than in
a business combination, be recognized when the liability is incurred. Previous
generally accepted accounting principles provided for the recognition of such
costs at the date of management's commitment to an exit plan. In addition, SFAS
146 requires that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31, 2002. It
is not expected that SFAS 146 will materially affect the financial statements.
This statement is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on page 23.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, FASB released FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" (FIN 46). This interpretation changes the method
of determining whether certain entities, including securitization entities,
should be included in the Company's Consolidated Financial Statements. An entity
is subject to FIN 46 and is called a variable interest entity (VIE) if it has
(1) equity that is insufficient to permit the entity to finance its activities
without additional subordinated financial support from other parties, or (2)
equity investors that cannot make significant decisions about the entity's
operations, or that do not absorb the expected losses or receive the expected
returns of the entity. All other entities are evaluated for consolidation in
accordance with SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries"
(SFAS 94). A VIE is consolidated by its primary beneficiary, which is the party
involved with the VIE that has a majority of the expected losses or a majority
of the expected residual returns or both.

The provisions of the interpretation are to be applied immediately to VIEs
created after January 31, 2003, and to VIEs in which an enterprise obtains an
interest after that date. For VIEs in which an enterprise holds a variable
interest that it acquired before February 1, 2003, FIN 46 applies in the first
fiscal period beginning after June 15, 2003. For any VIEs that must be
consolidated under FIN 46 that were created before February 1, 2003, the assets,
liabilities and noncontrolling interest of the VIE would be initially measured
at their carrying amounts with any difference between the net amount added to
the balance sheet and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying amounts
is not practicable, fair value at the date FIN 46 first applies may be used to
measure the assets, liabilities and noncontrolling interest of the VIE. FIN 46
also mandates new disclosures about VIEs, some of which are required to be
presented in financial statements issued after January 31, 2003. See Note 10 to
the Consolidated Financial Statements.

The Company is evaluating the impact of applying FIN 46 to existing VIEs in
which it has variable interests and has not yet completed this analysis. The
rules are recent and, accordingly, they contain numerous provisions that the
accounting profession continues to analyze. The Company is considering
restructuring alternatives that would enable certain VIEs to meet the criteria
for non-consolidation as presently understood. However, at this time, it is
anticipated that the effect on the Company's Consolidated Statement of Financial
Position could be an increase of $55 billion to assets and liabilities,
primarily due to several multi-seller finance companies administered by the
Company and certain structured investment vehicles, if these non-consolidation
alternatives are not viable. The future viability of these businesses is being
assessed. As we continue to evaluate the impact of applying FIN 46, additional
entities may be identified that would need to be consolidated by the Company.
This paragraph contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 23.

GUARANTEES AND INDEMNIFICATIONS

In November 2002, FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires that, for
guarantees within the scope of FIN 45 issued or amended after December 31, 2002,
a liability for the fair value of the obligation undertaken in issuing the
guarantee be recognized. FIN 45 also requires additional disclosures in
financial statements for periods ending after December 15, 2002. Accordingly,
these new disclosures are included in Note 21 to the Consolidated Financial
Statements. It is not expected that the recognition and measurement provisions
of FIN 45 will have a material effect on the Company's financial position or
operating results. This statement is a forward-looking statement within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL (FFIEC)

In January 2003, the FFIEC issued guidance on account management and loss
allowance practices related to credit card lending. This guidance addresses
certain account management and risk management practices as well as income
recognition and loss allowance practices for credit card portfolios. The Company
is in compliance with the income recognition and loss allowance practices that
are set forth in the guidance. The Company continues to assess the impact of the
account management and risk management practices portion of the guidance.
Certain provisions of the guidance require affected institutions to hold an
allowance against the uncollectible portion of accrued interest and fees related
to credit card loans that exist on the balance sheet (held portfolio). The
Company includes accrued interest and fees receivable on held credit card loans
as part of the loan balance, which is included in Loans on the Consolidated
Statement of Financial Position. The Company estimates uncollectible interest
and fees on credit card loans using migration analysis in which historical
delinquency and credit loss experience is applied to the aging of the portfolio.
The inherent losses as of the balance sheet date are included as a component of
the allowance for credit losses. During 2002, the Company increased the
allowance for credit losses by $206 million, through a charge to the provision
for credit losses, related to uncollectible interest and fees on held credit
card loans.

10

BUSINESS FOCUS

The following table shows the net income (loss) for Citicorp's businesses on a
product view:

CITICORP NET INCOME -- PRODUCT VIEW

(1) Reclassified to conform to the 2002 presentation.
(2) 2002 includes a $460 million after-tax charge for regulatory and legal
matters.
(3) Accounting changes in 2001 of ($33) million and ($111) million include the
adoption of SFAS 133 and EITF Issue 99-20, respectively. See Note 1 to the
Consolidated Financial Statements.

NET INCOME

Citicorp reported net income of $10.709 billion in 2002, up 11% from $9.642
billion in 2001. Net income in 2001 included an after-tax charge of $144
million, reflecting the cumulative effect of adopting SFAS 133 and EITF 99-20
(as described in Note 1 to the Consolidated Financial Statements). Return on
common equity was 15.9% and 18.0% in 2002 and 2001, respectively.

Global Consumer net income in 2002 increased $1.6 billion or 25% compared
to 2001. Global Corporate and Investment Bank (GCIB) decreased $551 million or
19% compared to 2001. Global Investment Management grew $239 million or 55% from
2001, while Proprietary Investment Activities decreased $483 million from 2001.
See individual segment and product discussions on pages 13 to 23 for additional
discussion and analysis of the Company's results and operations.

REVENUES, NET OF INTEREST EXPENSE

Total revenues, net of interest expense as calculated from the Consolidated
Statement of Income, of $51.3 billion in 2002 were up $4.2 billion or 9% from
2001. Global Consumer revenues were up $4.6 billion or 15% in 2002 to $35.0
billion. Increases in RETAIL BANKING revenues of $2.0 billion or 21% were due to
the impact of acquisitions, combined with growth in all regions except Latin
America. Compared to 2001, CARDS was up $1.7 billion or 14%, while CONSUMER
FINANCE experienced growth of $816 million or 9% in 2002. Both businesses
experienced improved spreads, strong growth in receivables and the benefit of
acquisitions, with CARDS benefiting from the changes in estimates in the timing
of revenue recognition on securitizations.

Compared to 2001, GCIB revenues were up $124 million or 1% in 2002, driven
by CAPITAL MARKETS AND BANKING, which was up $103 million in 2002.

Global Investment Management revenues increased $379 million in 2002
primarily due to growth in volumes and the impact of acquisitions. Revenues
in Proprietary Investment Activities decreased $615 million from 2001
reflecting lower venture capital results, and higher impairment write-downs.

Citicorp securitizes credit card receivables as part of the management of
its funding and liquidity needs. After securitization of the receivables, the
Company continues to maintain credit card customer account relationships and
provides servicing for receivables transferred to the special purpose entity
trusts set up to facilitate securitization activities. See Note 10 to the
Consolidated Financial Statements. On a managed basis, including securitized
receivables, the Company would have increased revenues, net of interest
expense and benefits, claims, and credit losses by $4.1 billion in 2002 and
$3.6 billion in 2001.

SELECTED REVENUE ITEMS

Net interest revenue rose $3.8 billion or 14% from 2001 to $31.6 billion,
reflecting increases in fixed income trading and investment positions,
acquisitions, the impact of a changing rate environment and business volume
growth. Total fees and commissions of $10.8 billion were down $602 million or 5%
from 2001, primarily as a result of volumes.

Aggregate Trading and Foreign Exchange revenues of $3.9 billion for 2002
were up $265 million or 7% from 2001, reflecting growth in Fixed Income.
Investment Transactions were down $450 million from 2001, resulting primarily
from higher impairment write-downs. Other revenue as shown in the Consolidated
Statement of Income of $5.3 billion in 2002 increased $1.2 billion from a year
ago, primarily reflecting the gain on sale of 399 Park Avenue and higher
securitization gains and activity, partially offset by increased credit
losses on securitized credit card receivables and lower venture-capital
results.

OPERATING EXPENSES

Operating expenses of $24.6 billion in 2002 were up $494 million or 2%,
compared to year-ago levels. The change in expenses reflects an increase due to
the impact of acquisitions which were partially offset by expense control
initiatives, lower incentive compensation, and the absence of goodwill and
indefinite-lived intangible asset amortization.

Global Consumer expenses in 2002 increased $650 million or 4% from 2001.
GCIB expenses were down 2% while Global Investment Management expenses were up
3% from a year ago.

Operating expenses included net restructuring-related releases of $6
million ($4 million after-tax) in 2002. Restructuring-related charges of $336
million ($211 million after-tax) in 2001 related principally to severance and
reduction of staff primarily in the Global Consumer and GCIB businesses.

BENEFITS, CLAIMS, AND CREDIT LOSSES

Benefits, claims, and credit losses were $10.5 billion in 2002, up $2.8
billion from 2001. Policyholder benefits and claims in 2002 decreased 43% from
2001 to $546 million, primarily due to the reorganization of a Citicorp
insurance unit into a Citigroup unit. The

11

provision for credit losses increased 47% from 2001 to $10 billion in 2002.

Global Consumer provisions for benefits, claims, and credit losses of $7.4
billion in 2002 were up 32% from 2001, reflecting increases in CARDS and
CONSUMER FINANCE. Total net credit losses were $6.796 billion and the related
loss ratio was 2.58% in 2002, as compared to $5.392 billion and 2.31% in 2001.
The consumer loan delinquency ratio (90 days or more past due) decreased to
2.46% at December 31, 2002 from 2.75% a year ago.

The GCIB provision for credit losses of $2.8 billion in 2002 increased $1.4
billion from year-ago levels, primarily due to an addition to the loan loss
reserve for Argentina and higher than expected write-offs in CAPITAL MARKETS AND
BANKING related primarily to the telecommunications industry.

Commercial cash-basis loans at December 31, 2002 and 2001 were $4.829
billion and $3.514 billion, respectively, while the commercial Other Real Estate
Owned (OREO) portfolio totaled $53 million and $127 million, respectively. The
increase in cash-basis loans from 2001 was primarily related to Banamex and
increases attributable to borrowers in the energy and telecommunications
industries combined with increases in Latin America, CitiCapital and Asia. The
decrease in OREO was primarily related to continued improvements in the North
America real estate portfolio.

CAPITAL

Total capital (Tier 1 and Tier 2) was $68.7 billion or 12.31% of net
risk-adjusted assets, and Tier 1 capital was $45.3 billion or 8.11% at December
31, 2002, compared to $62.9 billion or 12.41% and $42.2 billion or 8.33% of net
risk-adjusted assets at December 31, 2001.

THE NET INCOME LINE IN THE FOLLOWING BUSINESS SEGMENTS AND OPERATING UNIT
DISCUSSIONS EXCLUDES THE CUMULATIVE EFFECT OF ACCOUNTING CHANGES. THE CUMULATIVE
EFFECT OF ACCOUNTING CHANGES IS DISCLOSED WITHIN THE CORPORATE/OTHER BUSINESS
SEGMENT. SEE NOTE 1 TO THE CONSOLIDATED FINANCIAL STATEMENTS. CERTAIN AMOUNTS IN
PRIOR YEARS HAVE BEEN RECLASSIFIED TO CONFORM TO THE CURRENT YEAR'S
PRESENTATION.

12

GLOBAL CONSUMER

GLOBAL CONSUMER -- which provides banking, lending, including credit and
charge cards, investment and personal insurance products and services to
customers around the world -- reported net income of $7.891 billion in 2002, up
$1.567 billion or 25% from 2001, driven by double digit growth in RETAIL
BANKING, CARDS and CONSUMER FINANCE. RETAIL BANKING net income increased $700
million or 35% in 2002 as the impact of acquisitions, including prior-year
restructuring charges, combined with growth in North America and the
international markets was partially offset by losses in Argentina. CARDS net
income increased $589 million or 23% in 2002 mainly reflecting growth in Citi
Cards and the acquisition of Banamex. CONSUMER FINANCE net income increased $305
million or 16% in 2002 primarily due to growth in North America and Western
Europe, partially offset by the impact of higher net credit losses in Japan.

Global Consumer net income included a net restructuring-related release of
$10 million ($14 million pretax) in 2002 and restructuring-related charges of
$127 million ($198 million pretax) in 2001. See Note 13 to the Consolidated
Financial Statements for a discussion of restructuring-related items.

In November 2002, Citigroup completed the acquisition of GSB, which added
$25 billion in deposits and $35 billion in loans, including $33 billion in
RETAIL BANKING and $2 billion in CONSUMER FINANCE. In February and May 2002,
CitiFinancial Japan acquired the consumer finance businesses of Taihei Co., Ltd.
(Taihei) and Marufuku Co., Ltd. (Marufuku), respectively, adding $1.1 billion in
loans. In August 2001, Citicorp completed its acquisition of Banamex, adding
approximately $20 billion in consumer deposits and $10 billion in loans,
including $8 billion in RETAIL BANKING and $2 billion in CARDS. Subsequently,
Citibank Mexico's banking operations merged into Banamex, with Banamex being the
surviving entity. In July 2001, Citibanking North America completed the
acquisition of European American Bank (EAB), adding $9 billion in deposits and
$4 billion in loans. These acquisitions were accounted for as purchases,
therefore, their results are included in the Global Consumer results from the
dates of acquisition.

CARDS

CARDS -- which includes bankcards, private-label cards and charge cards in
47 countries around the world- reported net income of $3.125 billion in 2002, up
$589 million or 23% from 2001, led by North America which benefited from revenue
growth and expense management as well as the acquisition of Banamex in August
2001.

As shown in the following table, average managed loans grew 6% in 2002,
reflecting growth of 5% in North America and 8% in International Cards. Growth
in North America was led by Citi Cards, which benefited from increased
advertising and marketing expenditures, and Mexico, which included the effect of
the Banamex acquisition. Growth in International Cards reflected broad-based
increases in Asia and growth in Western Europe, led by the U.K., Greece and
Spain, all of which also benefited from strengthening currencies in 2002. The
growth in International Cards was partially offset by a decline in Argentina
reflecting the negative impact of foreign currency translation and lower loan
volumes. Average managed loans grew 10% in 2001, mainly reflecting growth in
Citi Cards and the addition of Banamex. Sales were up 5% in 2002, reflecting
growth in Citi Cards, Western Europe and Asia combined with the impact of the
events of September 11th on prior-year sales levels. Sales were unchanged in
2001 as the negative impact of the events of September 11th and the sale of
Diners Club franchises in Western Europe were partially offset by the addition
of Banamex.

Revenues, net of interest expense, of $13.788 billion in 2002 increased
$1.734 billion or 14% from 2001, primarily reflecting growth in North America,
Asia and Western Europe, partially offset by a decline in Latin America. Revenue
growth in North America was mainly due to spread improvements, resulting from
lower cost of funds that was partially offset by lower yields, combined with the
benefit of receivable growth and the acquisition of Banamex. Citi Cards revenues
in 2002 also included net gains of $425 million as a result of changes in
estimates in the timing of revenue recognition on securitizations and $128
million from an increase in the amortization period for certain direct loan
origination costs. Growth in Asia was led by Korea, the Philippines and Malaysia
while growth in Western Europe was led by the U.K., Spain and Greece, and
included the benefit of foreign currency translation. The decline in Latin
America reflected continued weakness in Argentina where reduced business
activity and the

13

negative impact of foreign currency translation in 2002 were partially offset by
redenomination losses of $111 million associated with consumer loans in 2001.

Operating expenses of $5.560 billion in 2002 increased $61 million or 1%
from 2001. Operating expenses in 2002 included a net restructuring reserve
release of $23 million ($14 million after-tax) compared to restructuring-related
charges of $16 million ($11 million after-tax) in 2001. Excluding
restructuring-related items, expenses increased 2% in North America and 1% in
International Cards. Expense growth in North America reflected the addition of
Banamex and increased advertising and marketing costs in Citi Cards that were
partially offset by disciplined expense management including the impact of
expense reduction initiatives in Diners Club N.A.

The provision for credit losses in 2002 was $3.424 billion compared to
$2.596 billion in 2001. The increase in the provision for credit losses
reflected the impact of receivable growth, primarily in Citi Cards and the U.K.,
and higher loss rates in Hong Kong, as well as an increase resulting from the
Argentine crisis. The provision for credit loss in 2002 also included a $206
million addition to the loan loss reserve established in accordance with recent
FFIEC guidance related to uncollectible interest and late fees for on-balance
sheet credit card receivables in Citi Cards.

The securitization of credit card receivables is limited to the Citi Cards
business within North America. At December 31, 2002, securitized credit card
receivables were $67.1 billion, compared to $67.0 billion at December 31, 2001.
Credit card receivables held-for-sale were $6.5 billion at December 31, 2002 and
2001, respectively. Because securitization changes Citicorp's role from that of
a lender to that of a loan servicer, it removes the receivables from Citicorp's
balance sheet and affects the amount of revenue and the manner in which revenue
and the provision for credit losses are classified in the income statement. For
securitized receivables and receivables held-for-sale, gains are recognized upon
sale and amounts that would otherwise be reported as net interest revenue, fee
and commission revenue, and credit losses on loans are instead reported as fee
and commission revenue (for servicing fees) and other revenue (for the remaining
revenue, net of credit losses and the amortization of previously recognized
securitization gains). Because credit losses are a component of these cash
flows, revenues over the term of the transactions may vary depending upon the
credit performance of the securitized receivables. However, Citicorp's exposure
to credit losses on the securitized receivables is contractually limited to the
cash flows from the receivables.

Including the effect of securitizations, managed net credit losses in 2002
were $7.175 billion with a related loss ratio of 5.93%, compared to $6.051
billion and 5.28% in 2001. The increase in the net credit loss ratio in 2002 was
primarily due to increases in Citi Cards, reflecting industry-wide trends in the
U.S., combined with increases in Asia resulting from higher bankruptcy losses in
Hong Kong. Loans delinquent 90 days or more on a managed basis were $2.398
billion or 1.84% at December 31, 2002, compared to $2.384 billion or 1.96% at
December 31, 2001.

CONSUMER FINANCE

CONSUMER FINANCE -- which provides community-based lending services through
branch networks, regional sales offices and cross-selling initiatives with other
Citigroup businesses -- reported net income of $2.210 billion in 2002, up $305
million or 16% from 2001, as revenue growth and continued efficiencies resulting
from the integration of Associates in North America were partially offset by
higher net credit losses in the U.S. and Japan. Net income growth in 2002
included after-tax benefits of $117 million due to the absence of goodwill and
other indefinite-lived intangible asset amortization.

As shown in the preceding table, average loans grew 9% in 2002 resulting
from the cross-selling of products through a Citigroup unit, an increase in auto
loans in the U.S., the acquisitions of Taihei and Marufuku in Japan and growth
in real estate-secured loans in Western Europe. Average auto loans in 2002
increased $2.0 billion or 43% from 2001, reflecting a shift in funding policy to
fund business volumes internally and the addition of GSB auto loans in November
2002. In Japan, average loans of $12.2 billion in 2002 grew $1.6 billion or 15%
from 2001, reflecting, in part, the acquisitions of Taihei and Marufuku which
added $1.1 billion to average loans, primarily personal loans.

As shown in the following table, the average net interest margin of 11.01%
in 2002 increased 15 basis points from 2001 as improved margins in North America
were partially offset by compression in International Consumer Finance. In North
America, the average net interest margin was 8.47% in 2002, increasing 28 basis
points from the prior year as the benefit of lower cost of funds was partially
offset by lower yields, both reflecting a lower interest rate environment. The
average net interest margin for International Consumer Finance was 21.14% in
2002, down 99 basis points from the prior year as lower cost of funds was more
than offset by a decrease in yields resulting, in part, from strong growth in
lower-risk real estate-secured loans, that have lower yields, in Western Europe.

Revenues, net of interest expense, of $9.654 billion in 2002 increased $816
million or 9% from 2001. The increase in revenue reflected growth of 10% in
North America and 8% in International Consumer Finance. Revenue growth in North
America reflected the

14

benefit of receivable growth which included the acquisition of GSB and improved
net interest margins. In International Consumer Finance, revenue growth in Japan
and Western Europe was partially offset by a decline in Latin America. Revenue
growth in Japan was primarily driven by the impact of acquisitions and was
partially offset by lower foreign currency gains. Revenue growth in Western
Europe reflected higher volumes and the benefit of foreign currency translation,
partially offset by lower yields. The decline in Latin America was due to
continued weakness in Argentina where reduced business activity and the negative
impact of foreign currency translation in 2002 was partially offset by
redenomination losses of $62 million associated with consumer loans in 2001.

Operating expenses of $3.002 billion in 2002 decreased $334 million or 10%
from 2001 reflecting declines of 8% in North America and 13% in International
Consumer Finance. The improvement in expenses was primarily due to continued
benefits from the integration of Associates in the U.S., the absence of goodwill
and other indefinite-lived intangible asset amortization and the benefit of
foreign currency translation and management expense initiatives in Latin
America. Operating expenses included restructuring-related charges of $8 million
($6 million after-tax) in 2002, and $34 million ($20 million after-tax) in 2001.
Restructuring-related charges in 2001 were mainly due to actions in the U.S.

The provisions for benefits, claims, and credit losses were $3.240 billion
in 2002, up from $2.499 billion in 2001, primarily reflecting increases in the
provision for credit losses in Japan and the U.S., including the impact of
acquisitions. Net credit losses and the related loss ratio were $2.968 billion
and 3.81% in 2002, up from $2.213 billion and 3.10% in 2001. In North America,
net credit losses were $1.865 billion and the related loss ratio was 3.00% in
2002, compared to $1.527 billion and 2.65% in 2001. The increase in net credit
losses in 2002 was due to increases in the personal and auto loan portfolios in
the U.S. Net credit losses in the U.S. included $76 million in 2001 from sales
of certain under-performing loans, which were charged against the allowance for
credit losses and resulted in a 13 basis point increase to the net credit loss
ratio in North America. Net credit losses in International Consumer Finance were
$1.103 billion and the related loss ratio was 7.05% in 2002, up from $686
million and 5.01% in 2001 primarily due to increased bankruptcy filings and
deteriorating credit quality in selected portions of the Japan portfolio.

Loans delinquent 90 days or more were $2.119 billion or 2.52% of loans at
December 31, 2002, compared to $2.243 billion or 3.04% at December 31, 2001. The
decrease in delinquencies in 2002 was primarily due to improvements in the U.S.,
including the impact of credit risk management initiatives undertaken as part of
the integration of Associates.

In Japan, net credit losses and the related loss ratio are expected to
increase from 2002 as a result of economic conditions and credit performance of
the portfolios, including increased bankruptcy filings. This is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 23.

RETAIL BANKING

RETAIL BANKING -- which delivers banking, lending, investment and insurance
services to customers through retail branches and electronic delivery systems --
reported net income of $2.696 billion in 2002, up $700 million or 35% from 2001.
The increase in RETAIL BANKING reflected growth in both North America and
International Retail Banking net income of $692 million or 69% and $8 million or
1%, respectively. Growth in North America was primarily due to the impact of
acquisitions, revenue growth in Citibanking North America and Consumer Assets as
well as restructuring-related charges in the prior year. The increase in
International Retail Banking reflected growth in all regions except Latin
America, which continued to be impacted by economic weakness in Argentina.

As shown in the following table, RETAIL BANKING grew customer deposits and
average loans in 2002. The growth in North America primarily reflected the
timing of acquisitions. In addition, North America experienced customer deposit
growth in Citibanking North America and average loan growth in Consumer Assets,
primarily due to increased student loans and mortgage loans held-for-sale.
International Retail Banking average loans declined 1% in 2002 as the impact of
credit risk management initiatives and foreign currency translation in Argentina
and the sale of the mortgage portfolio in Japan were partially offset by growth
in installment loans, including the impact of foreign currency translation, in
Germany. Average customer deposits in the international markets were essentially
unchanged in 2002 as growth in Japan was offset by the negative impact of
foreign currency translation in Argentina.

(1) Includes loans held-for-sale.

Revenues, net of interest expense, of $11.280 billion in 2002 increased
$1.978 billion or 21% from 2001. Revenues in North America grew $1.863 billion
or 38%, driven by the impact of acquisitions combined with growth in Citibanking
North America and Consumer Assets. Excluding the acquisitions of EAB and GSB,
growth in Citibanking North America reflected the benefit of customer deposit
growth and increased debit card fees, partially offset by reduced net funding
and positioning spreads. Excluding the acquisition of GSB, revenue growth in
Consumer Assets was mainly due to higher mortgage securitization income and
increased spreads and volumes in student loans, partially offset by lower
servicing revenue. The decline

15

in servicing revenue primarily reflected increased mortgage refinancing and
prepayment activity that was driven by lower interest rates. International
Retail Banking revenues increased $115 million or 3% reflecting growth across
the regions, partially offset by a decline in Latin America. Growth in Western
Europe was largely due to increased loan volumes and improved spreads, along
with the benefit of foreign currency translation. Revenue increases in Asia and
CEEMEA reflected the benefit of growth in business volumes and investment
product fees. In Japan, a $65 million gain on sale of the mortgage portfolio and
growth in investment product fees resulted in a 15% increase in revenues. The
decline in Latin America was due to events in Argentina, which included losses
on Amparos, reduced business activity due to the economic situation, the
negative impact of foreign currency translation and losses resulting from
government-mandated inflation-indexed interest accruals. The 2002 decline in
Latin America was partially offset by redenomination losses in 2001 of $62
million associated with consumer loans in Argentina.

Operating expenses of $6.440 billion in 2002 increased $823 million or 15%
from 2001 reflecting increases of 24% in North America and 2% in International
Retail Banking. Operating expenses in 2002 included restructuring-related
charges of $5 million compared to restructuring-related charges of $128 million
($83 million after-tax) in 2001, primarily related to the acquisition of
Banamex. Excluding restructuring-related charges, the increase in North America
resulted from the impact of acquisitions and other volume-related increases. The
increase in International Retail Banking reflected the impact of increased
business volumes, partially offset by expense reduction initiatives and the
impact of foreign currency translation in Latin America.

The provisions for benefits, claims, and credit losses were $709 million in
2002, up from $555 million in 2001. The increase in the provisions for benefits,
claims, and credit losses in 2002 was mainly due to the inclusion of a full year
for Banamex combined with the impact of loan growth and higher net credit losses
as well as an increase resulting from the Argentine crisis. Net credit losses
were $753 million and the related loss ratio was 0.67% in 2002, compared to $636
million and 0.65% in 2001. The 2002 increase in net credit losses was mainly due
to the acquisition of Banamex.

Loans delinquent 90 days or more were $4.150 billion or 2.84% of loans at
December 31, 2002, compared to $3.437 billion or 3.30% at December 31, 2001. The
increase in delinquent loans in 2002 was primarily due to increases in Consumer
Assets and Western Europe, partially offset by improvements in the mortgage and
middle market loan portfolios in Mexico. The increase in Consumer Assets mainly
reflected the addition of GSB and a higher level of buy backs from GNMA pools
where credit risk is maintained by government agencies. The increase in Western
Europe occurred mainly in Germany and reflected the impact of statutory changes
and foreign currency translation.

Average assets of $168 billion in 2002 increased $36 billion from 2001,
primarily reflecting the acquisitions of Banamex, EAB and GSB.

OTHER CONSUMER

OTHER CONSUMER -- which includes certain treasury and other unallocated staff
functions, global marketing and other programs -- reported losses of $140
million and $113 million in 2002 and 2001, respectively. Included in the 2002
results was a $52 million gain resulting from the disposition of a portion of an
equity investment in CEEMEA and gains from the sales of buildings in Asia.
Excluding these items, the increase in losses from 2001 reflected lower foreign
currency hedge gains and an increase in legal costs in connection with
settlements reached during the year.

Operating expenses included a restructuring-related credit of $4 million in
2002 and a restructuring-related charge of $20 million ($13 million after-tax)
in 2001.

Revenues, expenses, and the provisions for benefits, claims and credit
losses reflect offsets to certain line-item reclassifications reported in other
Global Consumer operating segments.

GLOBAL CONSUMER OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

During 2003, the Global Consumer businesses will continue to maintain a
focus on tight expense control and productivity improvements. While the
businesses will also focus on expanding the base of stable and recurring
revenues and managing credit risk, revenue and credit performance will also be
impacted by U.S. and global economic conditions, including the level of interest
rates, bankruptcy filings and unemployment rates, as well as political policies
and developments around the world. The Company remains diversified across a
number of geographies, product groups and customer segments and continues to
monitor the economic situation in all of the countries in which it operates.

CARDS -- In 2002, CARDS reported record income of $3.1 billion, an increase
of 23% from 2001 as operating margins continued to expand with 13% growth in
risk-adjusted revenue outpacing a 1% increase in expenses. In 2003, CARDS is
expected to deliver strong earnings growth with increased receivables and
moderately improved net credit losses.

In 2003, Citi Cards expects continued income growth and consistent
risk-adjusted revenue performance, despite the continuation of a challenging
competitive environment. The business expects to achieve strong receivable
growth through the addition of certain private label card programs, organic
growth and new product launches. In Mexico, the Company will continue to
leverage the expertise and experience of the global CARDS franchise.
International Cards is also expecting strong earnings growth in 2003 with a
focus on expanding the revenue base through growth in sales, receivables and
accounts while investing in both new and existing markets, including expansion
in Europe and the recently announced joint venture with the Shanghai Pudong
Development Bank in China.

16

CONSUMER FINANCE -- In 2002, CONSUMER FINANCE reported record income of
$2.2 billion, an increase of 16% from 2001 as revenue growth and continued
expense reductions offset higher credit costs. In 2003, CONSUMER FINANCE expects
moderate income growth.

In North America, CitiFinancial expects to deliver income growth through
the integration of GSB auto operations combined with growth in receivables and a
continued focus on expense management. Moderate revenue growth is anticipated in
2003 as the impact of receivable growth is partially offset by the continued
shift in the portfolio toward higher-quality credits with a more diversified and
competitively priced product set. In the international markets, growth in 2003
is expected to be negatively impacted by performance in Japan, where challenging
economic conditions persist. Throughout 2002, the consumer finance industry in
Japan experienced significant increases in bankruptcy losses that reached record
levels. In 2003, we expect credit losses in Japan to continue to rise and volume
pressure, resulting from a tightening of underwriting standards in 2002, to
continue. To mitigate the impact of the deteriorating environment, the business
increased its focus on operating efficiencies through the centralization of
back-office functions and rationalization of the branch network. In other
international markets, important growth opportunities are anticipated as we
continue to focus on gaining market share in both new and established markets
including Denmark, Poland, South Korea and Thailand.

RETAIL BANKING -- In 2002, RETAIL BANKING reported record income of $2.7
billion, an increase of 35% from 2001, reflecting a year of continued success in
core business performance across most regions combined with the impact of
acquisitions, which helped to drive North America income up 69%. In 2003, RETAIL
BANKING expects to deliver strong income increases with ongoing improvements in
core business performance and the addition of GSB while continuing to manage
through the economic uncertainties in Latin America, including the impact of
Argentine government actions on consumer deposits in that country following the
recent Argentina Supreme Court decision declaring the 2002 pesification
unconstitutional. For further information regarding the situation in Argentina,
see the discussions on the "Impact from Argentina's Economic Changes" and
"Argentina" on pages 5 and 9, respectively.

In 2003, we expect to complete the integration of GSB, which added 352
branches, primarily in California, and significantly improves our penetration in
the west coast market as well as provides an important foothold in the growing
Hispanic banking market. The technology portion of the integration should be
completed in the first quarter of 2003, while the transition to the Citi sales
model, which began with the offering of selective Citigroup products in November
2002, is expected to be ongoing throughout 2003. In 2003, Citibanking North
America will maintain a focus on improving sales productivity in the financial
centers, increasing customer retention and cross-selling in the branch network
and leveraging technologies to drive cost efficiencies. In Consumer Assets,
CitiMortgage is expected to achieve growth through continued market share gains
in originations and reduced costs from operational efficiencies while Student
Loans will continue to benefit from the strong Citi brand, an expanded national
sales force and best-in-class online applications and customer service. The
RETAIL BANKING business in Mexico is expected to benefit from improved operating
margins in 2003 as cost management restrains expense growth and the business
focuses on deposit growth in the retail and middle market segments. In the
international markets, Western Europe is expected to deliver strong growth
through continued focus on defined customer segments and core product offerings
combined with strategic investments in distribution platforms and tight expense
management. In Japan, the business will continue to build on its strength in
investment product sales and deposit gathering. In 2003, the business focus in
Asia will be on maintaining sound expense management and tight credit
underwriting while continuing to build on revenue momentum through growth in
branch lending and investment product sales. CEEMEA anticipates continued market
share expansion in established markets, as well as the build-out of the new
franchise in Russia.

17

GLOBAL CORPORATE AND INVESTMENT BANK

GLOBAL CORPORATE AND INVESTMENT BANK (GCIB) serves corporations, financial
institutions, governments, investors and other participants in capital markets
throughout the world and consists of CAPITAL MARKETS AND BANKING and TRANSACTION
SERVICES.

GCIB reported net income of $2.357 billion and $2.908 billion in 2002 and
2001, respectively, reflecting a decrease of $665 million or 27% in CAPITAL
MARKETS AND BANKING, offset by an increase of $114 million or 28% in TRANSACTION
SERVICES.

CAPITAL MARKETS AND BANKING net income of $1.836 billion in 2002 decreased
$665 million or 27% compared to 2001 primarily reflecting a higher provision for
credit losses and decreases in Latin America primarily due to Argentina and a
charge for regulatory and legal matters, partially offset by increases in Sales
& Trading and Fixed Income, lower compensation and benefits, gains on credit
derivatives associated with the loan portfolio, 2001 restructuring charges of
$65 million (after-tax) and the benefit from the absence of goodwill and other
indefinite-lived intangible asset amortization.

TRANSACTION SERVICES net income of $521 million in 2002 increased $114
million or 28% from 2001 primarily due to higher volumes, the impact of expense
control initiatives, investment gains in Europe and Asia and prior-year
restructuring-related charges of $13 million (after-tax), partially offset by
trade finance write-offs in Argentina and Brazil and spread compression.

The businesses of GCIB are significantly affected by the levels of activity
in the global capital markets which, in turn, are influenced by macro-economic
and political policies and developments, among other factors, in over 100
countries in which the businesses operate. Global economic and market events can
have both positive and negative effects on the revenue performance of the
businesses and can affect credit performance. Losses on corporate 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. Net credit losses and cash-basis loans are expected to be comparable to
2002 levels due to weak global economic conditions, sovereign or regulatory
actions and other factors. This paragraph contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 23.

CAPITAL MARKETS AND BANKING

CAPITAL MARKETS AND BANKING delivers a full range of global financial
services and products including foreign exchange, structured products,
derivatives, loans, leasing and equipment finance.

CAPITAL MARKETS AND BANKING net income of $1.836 billion in 2002 decreased
$665 million or 27% from 2001 primarily due to a higher provision for credit
losses, decreases in Latin America primarily due to Argentina and severance
related charges in the fourth quarter of 2002, partially offset by increases in
Sales & Trading and Fixed Income; lower compensation and benefits; gains on
credit derivatives associated with the loan portfolio; 2001 restructuring
charges of $65 million (after-tax); and the benefit from the absence of goodwill
and other indefinite-lived intangible asset amortization.

Revenues, net of interest expense, of $9.324 billion in 2002 increased $103
million or 1% from 2001 primarily reflecting growth in Sales & Trading and Fixed
Income, gains on credit derivatives associated with the loan portfolio, and the
acquisition of Banamex, partially offset by decreases in Latin America that were
mainly due to redenomination losses and write-downs of sovereign securities in
Argentina. In 2002, Fixed Income and Sales & Trading benefited from a low
interest rate environment.

Operating expenses were $4.039 billion in 2002 compared to $3.906
billion in 2001, up $133 million or 3% primarily reflecting a $700 million
charge related to regulatory and legal matters, severance-related charges in
the fourth quarter of 2002 and the acquisition of Banamex, partially offset
by lower compensation and benefits, expense rationalization initiatives, a
benefit from the absence of goodwill and other indefinite-lived intangible
asset amortization of $69 million (pretax) and 2001 restructuring charges of
$104 million (pretax). Compensation and benefits decreased primarily
reflecting lower incentive compensation, which is impacted by the revenue and
credit performance of the business, and savings from restructuring actions
initiated in 2001.

The provision for credit losses was $2.605 billion in 2002 compared to
$1.433 billion in 2001, up $1.172 billion or 82%, primarily reflecting higher
provisions for exposures in the energy and telecommunications industries and
Argentina, partially offset by higher 2001 credit losses in the CitiCapital
transportation portfolio.

Cash-basis loans were $4.239 billion and $3.040 billion at December 31,
2002 and 2001, respectively. The increase in 2002 primarily reflects increases
in the energy and telecommunications industries and the transportation leasing
and equipment finance portfolios in CitiCapital, as well as corporate borrowers
in Argentina, Brazil, Thailand and Australia.

Losses on corporate 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. Net credit losses and cash-basis loans
are expected to be comparable to 2002 levels due to weak economic conditions in
the U.S. and Europe, the economic crisis in Argentina, sovereign or regulatory
actions and other factors. This statement is a forward-looking statement within
the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 23.

18

TRANSACTION SERVICES

TRANSACTION SERVICES -- which provides cash management, trade finance,
custody, clearing and depository services globally - reported net income of $521
million in 2002, up $114 million or 28% from 2001 primarily due to higher
volumes, the impact of expense control initiatives, investment gains in Europe
and Asia and prior-year restructuring-related charges of $13 million
(after-tax), partially offset by trade finance write-offs in Argentina as well
as spread compression.

As shown in the following table, average liability balances and assets
under custody experienced growth in 2002. Average liability balances of $85
billion and $77 billion in 2002 and 2001, respectively, primarily reflect growth
in Asia, Japan and CEEMEA. Assets under custody increased 6% to $5.1 trillion in
2002 primarily reflecting increases in Europe and North America.

Revenues, net of interest expense, were $3.537 billion in 2002, up $21
million or 1% primarily reflecting higher business volumes, including the
benefit of the Banamex acquisition, and investment gains in Europe and Asia,
partially offset by continued spread compression.

Operating expenses decreased $288 million or 10% in 2002 to $2.557 billion
from $2.845 billion in 2001 primarily reflecting expense control initiatives
across all regions, operational efficiency improvements resulting from
prior-year investments in Internet initiatives and a prior-year
restructuring-related charge of $17 million (pretax).

The provision for credit losses was $209 million and $21 million in 2002
and 2001, respectively. The increase in 2002 was primarily due to trade finance
write-offs in Argentina.

Cash-basis loans, which in the TRANSACTION SERVICES business are primarily
trade finance receivables, were $572 million and $464 million at December 31,
2002 and 2001, respectively. The increase in 2002 was primarily due to an
increase in trade finance receivables in Argentina and Brazil.

GLOBAL CORPORATE AND INVESTMENT BANK OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

GCIB is significantly affected by the levels of activity in the global
capital markets which, in turn, are influenced by macro-economic and political
policies and developments, among other factors, in over 100 countries and
territories in which the businesses operate. Global economic and market events
can have both positive and negative effects on the revenue and credit
performance of the businesses.

Losses on corporate 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.

CAPITAL MARKETS AND BANKING -- In 2002, CAPITAL MARKETS AND BANKING
continued to be affected by the slowdown in capital markets activity combined
with higher net credit losses from weakening economic conditions. Growth in
fixed income and market share improvements mitigated weak market conditions. The
business initiated several expense reduction initiatives.

In 2003, focus will remain on credit risk mitigation, expense management,
market share expansion and continued diversification. The Company will focus on
identifying problem credits early and taking appropriate remedial actions. Net
credit losses and cash-basis loans are expected to be comparable to 2002 levels
due to continued weak economic conditions. While other initiatives will focus on
expanding market share in priority countries through organic growth, revenue
performance is dependent upon the timing and strength of a recovery in U.S. and
global economic conditions. Citicorp remains diversified across a number of
geographies and industry groups. Citicorp continues to monitor the economic
situation in emerging market countries closely and, where appropriate, adjusts
exposures and strengthens risk management oversight.

TRANSACTION SERVICES -- In 2002, TRANSACTION SERVICES was adversely
impacted by a low interest rate environment, heightened price compression and
higher net credit losses.

In 2003, the business will focus on continued expense rationalization,
further development of competitive advantages and mitigation of credit losses.
While revenue performance depends on the timing and strength of a recovery in
U.S. and global economic conditions, the business will also focus on
strengthening its franchise across all regions. Additionally, the business will
continue to leverage Citicorp's global corporate relationship client base
through cross-selling initiatives.

19

GLOBAL INVESTMENT MANAGEMENT

GLOBAL INVESTMENT MANAGEMENT comprises LIFE INSURANCE AND ANNUITIES,
PRIVATE BANK AND ASSET MANAGEMENT. These businesses offer a broad range of life
insurance, annuity, asset management and personalized wealth management products
and services distributed to institutional, high-net-worth and retail clients.

Global Investment Management net income was $673 million in 2002, up
$239 million or 55% from 2001. LIFE INSURANCE AND ANNUITIES net income of $86
million in 2002 increased $44 million from 2001, reflecting increased
International Insurance Manufacturing (IIM) earnings of $42 million,
primarily resulting from the full-year impact of the Banamex acquisition, as
well as increases in Asia and Latin America. PRIVATE BANK net income of $456
million in 2002 was up $88 million or 24% from 2001 primarily reflecting
increased client revenues, the impact of lower interest rates and the benefit
of lower taxes due to the application of APB 23 indefinite investment
criteria, partially offset by increased expenses. ASSET MANAGEMENT net income
of $131 million in 2002 was up $107 million from 2001 primarily reflecting
the full-year impact of the Banamex acquisition, partially offset by declines
in the Latin America retirement services businesses due to the continuing
economic crisis in Argentina. Net income of $673 million in 2002 and $434
million in 2001 included net restructuring-related charges of $8 million ($12
million pretax) and $16 million ($26 million pretax) in 2002 and 2001,
respectively.

LIFE INSURANCE AND ANNUITIES

(1) Excludes investment gains/losses included within the Proprietary Investment
Activities segment.

LIFE INSURANCE AND ANNUITIES is comprised of International Insurance
Manufacturing (IIM) and Citi Insurance Group (CIG). These businesses provide
credit, life, disability and other insurance products, as well as annuities
internationally, leveraging the existing distribution channels of the CONSUMER
FINANCE, RETAIL BANKING and ASSET MANAGEMENT (retirement services) businesses.
IIM primarily has operations in Mexico, Western Europe, Latin America and Asia.

LIFE INSURANCE AND ANNUITIES net income of $86 million in 2002 increased
$44 million from 2001 primarily reflecting a $26 million increase in Mexico due
to the full-year impact of the Banamex acquisition, a $13 million increase in
Asia and a $10 million increase in Latin America, partially offset by lower
results in Japan, Western Europe and CEEMEA. The increase in Asia primarily
represents increased investment income and business volume growth. The increase
in Latin America primarily represents lower benefits and claims expense due to
2001 changes in Argentine regulations, foreign exchange gains on U.S.
dollar-denominated investments, write-downs of Argentine government promissory
notes (GPNs) in 2001, and the net impact of Amparos and other reserve activity.
The 2001 fourth quarter included a net charge for the write-down of Argentine
debt securities exchanged for loans (GPNs) held in the Siembra insurance
companies, which were held in support of existing contractholders' liabilities.
In 2002, the Company recorded an Amparos charge relating to Siembra's voluntary
annuity business in the amount of $21 million. The decline in Japan and CEEMEA
earnings primarily resulted from start-up operations in these regions.

The provision for benefits and claims of $307 million in 2002 increased
$115 million from 2001 due to the Banamex acquisition, partially offset by
declines in Latin America due to the 2001 changes in Argentine regulations.

Operating expenses of $139 million in 2002 increased $67 million from 2001
due to the full-year impact of the Banamex acquisition of $43 million and
increased commissions paid to various consumer businesses.

Minority interest decreased $10 million in 2002 due to the impact of
acquiring the remaining interest in Seguros Banamex, in January 2002.

PRIVATE BANK

PRIVATE BANK provides personalized wealth management services for
high-net-worth clients around the world. PRIVATE BANK net income was $456
million in 2002, up $88 million or 24% from 2001, primarily reflecting increased
client revenues, the impact of lower interest rates and the benefit of lower
taxes due to the application of APB 23 indefinite investment criteria, partially
offset by increased expenses to expand front-end sales and servicing
capabilities.

Client business volumes under management, which include custody accounts,
assets under fee-based management, deposits and loans, were $164 billion at the
end of the year, up 3% from $159 billion in 2001, reflecting increases in loans
of $6 billion and banking and fiduciary deposits of $4 billion, partially offset
by declines in proprietary managed assets of $2 billion and other declines of $3
billion (primarily custody). Regionally, the increase reflects continued growth
in Asia, Japan and North America, partially offset by declines in CEEMEA, Latin
America and Western Europe.

Revenues, net of interest expense, were $1.695 billion in 2002, up $153
million or 10% from 2001, primarily driven by continued client revenue increases
in client trading and lending activity and the benefit of lower interest rates,
partially offset by the absence of prior-year performance and placement fees due
to 2002 market conditions. The 2002 increase also reflects continued favorable
trends in North America (including Mexico), up $132 million or 21% from 2001,
primarily in lending and client trading activity. International revenues

20

increased $21 million or 2% from 2001, primarily due to growth in Japan of $44
million or 29% (client trading) and Asia of $15 million or 5% (client trading
and lending, offset by absence of 2001 performance and placement fees). These
increases were partially offset by declines in Latin America of $21 million or
10%, CEEMEA of $10 million or 8% and Western Europe of $7 million or 5%.

Operating expenses of $1.007 billion in 2002 were up $61 million or 6% from
2001 primarily reflecting higher levels of employee-related expenses, including
increased front-end sales and servicing capabilities, and investment spending in
technology. The increase in employee-related expenses includes $13 million of
severance costs, primarily related to North America, Western Europe and CEEMEA.
Operating expenses include restructuring charges of $1 million ($1 million
after-tax) and $7 million ($4 million after-tax) in 2002 and 2001, respectively.

The provision for credit losses was $18 million in 2002, down $5 million or
22% from 2001, primarily reflecting lower write-offs in North America and Japan
and a lower provision in Asia, partially offset by higher write-offs in Western
Europe in 2002. Net credit losses in 2002 remained at a nominal level of 0.05%
of average loans outstanding, compared with 0.06% in 2001. Loans 90 days or more
past due at year-end 2002 were $174 million or 0.56% of total loans outstanding,
compared with $135 million or 0.54% at the end of 2001.

Average assets of $29 billion in 2002 increased $3 billion or 12% from $26
billion in 2001 primarily from increased lending activity (higher real
estate-secured and tailored loans).

ASSET MANAGEMENT

(1) Includes $29 billion and $31 billion in 2002 and 2001, respectively, for
PRIVATE BANK clients.

ASSET MANAGEMENT offers institutional, high-net-worth, and retail
clients a broad range of investment alternatives from investment centers
located around the world and includes the businesses of Citibank Global Asset
Management, Banamex asset management and retirement services businesses,
other retirement services businesses in Latin America and an alternative
investments business. Products and services offered include mutual funds,
separately managed accounts, alternative investments (including hedge funds,
private equity, and credit structures), and pension administration services.

Net income of $131 million in 2002 improved $107 million from 2001,
primarily reflecting the full-year impact of the Banamex acquisition, partially
offset by declines in the Latin America retirement services businesses due to
the continuing economic crisis in Argentina.

Assets under management of $167 billion in 2002 rose 6% or $9 billion from
2001.

Revenues, net of interest expense, of $723 million in 2002 increased $3
million from 2001, primarily due to the full-year impact of the Banamex
acquisition of $117 million and an increase of $4 million in the
retail/institutional and alternative investments businesses, partially offset by
reduced revenues in the Latin America retirement services businesses of $118
million due to the continuing economic crisis in Argentina.

Operating expenses of $591 million in 2002 declined $84 million or 12% from
2001, primarily reflecting reduced expenses in the Latin America retirement
services businesses due to economic conditions and a decline in the
retail/institutional business, partially offset by the full year impact of the
Banamex acquisition. Operating expenses in 2002 include restructuring charges of
$11 million ($7 million after-tax), primarily related to Latin America.
Operating expenses in 2001 include restructuring charges of $19 million ($12
million after-tax), primarily related to Mexico and Western Europe.

Minority interest, after-tax of $1 million in 2002 decreased $17 million or
94% from 2001, primarily due to the impact of acquiring the remaining interest
in AFORE Banamex, a retirement services business, in January 2002.

GLOBAL INVESTMENT MANAGEMENT OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

LIFE INSURANCE AND ANNUITIES -- IIM leverages the distribution strength of
Citigroup globally by manufacturing insurance linked to credit products as well
as stand-alone indemnity and investment-related products. In the less-developed
markets where populations are generally under insured, increasing disposable
income, pension reform, greater awareness of the benefits of insurance among the
general population and promotion of the insurance industry by local governments
is expected to continue assisting IIM's growth. In mature but restructuring
economies, such as Japan, IIM is capturing a share of the insurance market on
products associated with the movement of savings from traditional products to
new alternatives, including variable annuities. The growth of IIM is affected by
the expansion of Citicorp's consumer business, including the volume of new loans
and credit cards. It is also highly dependent on local regulations governing the
cross-selling of insurance products to Citicorp customers and the evolution of
consumer buying patterns. In Argentina, the potential impact from the economic
crisis on the valuation of IIM's assets relative to liabilities will continue to
be a key concern, including the impact of Argentine government actions on
insurance contract liabilities in that country. For further information
regarding the situation in Argentina, see the discussions on the "Impact from
Argentina's Economic Changes" and "Argentina" on pages 5 and 9, respectively.

PRIVATE BANK -- Leveraging the global reach of Citigroup and its full range
of products and services has allowed the Private Bank to significantly grow
earnings in 2002 while most competitors' earnings have declined. The continued
execution of this strategy presents the PRIVATE BANK with the opportunity to
increase its presence in the highly fragmented private banking market and
continue the strong earnings growth experienced in the past few years.

While certain macro-economic and geopolitical factors are expected to
affect the business on a global scale in the year ahead, different opportunities
exist in our businesses around the world. In the U.S., the build-out of the
investments business and focus on under-penetrated markets will allow for
continued growth. Asia will continue to leverage Citigroup platforms and build
on-shore capabilities while Japan will focus on expanding its client set and
building a discretionary asset management business. Latin America will focus on
leveraging its competitive position and strong brand name. Western Europe and
CEEMEA will focus on penetrating key markets.

ASSET MANAGEMENT -- The ASSET MANAGEMENT business generated income growth
during 2002 despite the impact of weak global markets.

21

The inclusion of full-year Banamex results, continued strength in net flows and
expense reductions contributed to the income growth. The weakness in global
markets was evident in U.S. equities and the economic instability and currency
devaluation in Argentina.

The global economic outlook and equity market levels will continue to
affect the level of assets under management and revenues in the asset management
businesses in the near-term, but underlying demand for asset management services
remains strong. Overall, demographic trends remain favorable: aging populations
and insufficient retirement savings will continue to drive growth in the
industry across the retail/high-net-worth, institutional and retirement services
markets. Competition will continue to increase as open architecture distribution
expands and major global financial services firms focus on opportunities in
asset management.

For 2003, the business will focus on leveraging the full breadth of its
global investment capabilities, continuing to capture the economic value of
Citigroup's global distribution network, expansion of third-party distribution
in key geographies and emphasis on penetration of the institutional pension
segment.

PROPRIETARY INVESTMENT ACTIVITIES

PROPRIETARY INVESTMENT ACTIVITIES is comprised of Citicorp's private equity
investments, including venture capital activities (Private Equity), realized
investment gains (losses) from sales of certain insurance-related investments
and the results from certain other proprietary investments, including
investments in countries that refinanced debt under the 1989 Brady Plan or plans
of a similar nature (Other Investment Activities).

Revenues, net of interest expense, in 2002 of ($156) million decreased $615
million from 2001 primarily reflecting lower Private Equity results and higher
impairment write-downs in insurance-related investments, partially offset by
increased gains in Other Investment Activities, including a $527 million gain on
the sale of 399 Park Avenue. Insurance-related investment revenues were ($15)
million and $18 million in 2002 and 2001, respectively.

Operating expenses of $142 million in 2002 increased $24 million from 2001
primarily reflecting increased Private Equity and Other Investment Activities
costs, partially related to majority-owned investment funds established in late
2001 and 2002.

The increase in the provision for credit losses of $31 million from 2001
primarily relates to write-offs of loans in Private Equity.

Minority interest, after-tax, of $23 million in 2002 increased $28 million
from 2001 primarily due to the net impact of majority-owned investment funds
established in late 2001 and 2002.

The following sections contain information concerning revenues, net of
interest expense, for the Private Equity and Other Investment Activities
investment classifications:

PRIVATE EQUITY provides equity and mezzanine debt financing on both a
direct and indirect basis to companies primarily located in the United States
and Western Europe, investments in companies located in developing economies
with a private equity focus, the investment portfolio related to the Banamex
acquisition in August 2001 and CVC/Opportunity Equity Partners, LP
(Opportunity). Opportunity is a third-party managed fund through which Citicorp
co-invests in companies that were privatized by the government of Brazil in the
mid-1990s.

Certain private equity investments held in investment company subsidiaries
are carried at fair value with unrealized gains and losses recorded in income.
Direct investments in companies located in developing economies are principally
carried at cost with impairment write-downs recognized in income for "other than
temporary" declines in value. The public equity investment portfolio related to
Banamex is classified as available-for-sale and carried at fair value, while
Opportunity is accounted for under the equity method.

As of December 31, 2002, Private Equity included assets of $5.971 billion,
of which $2.626 billion was in the United States, $974 million in Western
Europe, $1.660 billion in Latin America, $279 million in Asia and $432 million
in CEEMEA . As of December 31, 2001, Private Equity included assets of $7.835
billion, of which $3.754 billion was in the United States, $830 million in
Western Europe, $2.710 billion in Latin America, $259 million in Asia and $282
million in CEEMEA. The portfolio is primarily invested in industrial, consumer
goods, communication and technology companies.

Revenues for Private Equity, net of interest expense, are composed of the
following:

(1) Reclassified to conform to the 2002 presentation.
(2) Includes the changes in unrealized gains (losses) related to mark-to-market
reversals for investments sold during the year.
(3) Includes private valuation adjustments.
(4) Includes Opportunity, net investment income and management fees.

Revenues, net of interest expense, of ($599) million in 2002 declined
$1.089 billion from 2001 primarily relating to lower net realized gains (losses)
on sales of investments of $723 million, greater public mark-to-market losses of
$181 million and lower other revenues of $262 million, including $135 million
related to net interest income, partially offset by lower net impairment
write-downs. These declines included $738 million relating to Latin America,
resulting from lower revenues on the Opportunity investment of $388 million
(other revenues), higher impairment write-downs of $340 million, including $271
million on certain investments in Argentina, and lower net realized gains.

OTHER INVESTMENT ACTIVITIES include various proprietary investments,
including certain hedge fund investments and the LDC Debt/Refinancing
portfolios. The LDC Debt/Refinancing portfolios include investments in certain
countries that refinanced debt under the 1989 Brady Plan or plans of a similar
nature and earnings are generally derived from interest and restructuring gains
(losses).

Other Investment Activities investments are primarily carried at fair
value, with impairment write-downs recognized in income for "other than
temporary" declines in value. As of December 31, 2002, total assets of Other
Investment Activities were $1.714 billion, including $579 million in the LDC
Debt/Refinancing portfolios, $892 million in hedge funds and $243 million in
other assets. As of December 31, 2001, total assets of Other Investment
Activities were $1.492 billion, including $815 million in the LDC Debt/
Refinancing

22

portfolios, $225 million in hedge funds and $452 million in other assets.

The major components of Other Investment Activities revenues, net of
interest expense are as follows:

(1) Reclassified to conform to the 2002 presentation.

Revenues, net of interest expense, in 2002 of $458 million, increased $507
million from 2001 primarily resulting from a $527 million gain on the 2002 third
quarter sale of 399 Park Avenue, relating to the portion of the building that
the Company did not occupy. The decline in LDC Debt/Refinancing Portfolio
revenues primarily results from lower interest earnings, as the portfolios are
in run-off.

Proprietary Investment Activities results may fluctuate in the future as a
result of market and asset-specific factors. This statement is a forward-looking
statement within the meaning of the Private Securities Litigation Reform Act.
See "Forward-Looking Statements" on page 23.

CORPORATE/OTHER

CORPORATE/OTHER includes net corporate treasury results, corporate
expenses, certain intersegment eliminations; the Internet-related development
activities, cumulative effect of accounting changes and taxes not allocated to
the individual businesses; and the results of Northland Insurance Company
(Northland). Effective October 2001, Northland was reorganized into a unit of
Citigroup's property and casualty business.

Revenues, net of interest expense, of $610 million in 2002 decreased $279
million from 2001 primarily as a result of the Northland reorganization,
partially offset by lower net treasury costs and the impact of higher
intersegment eliminations. The lower net treasury costs primarily related to
favorable interest rate positioning and lower funding costs including the impact
of lower interest rates, partially offset by the impact of increased borrowing
levels.

Operating expenses of $615 million in 2002 decreased $69 million from 2001
primarily due to the Northland reorganization and lower unallocated corporate
costs, partially offset by the impact of higher intersegment eliminations. The
provisions for benefits, claims, and credit losses of ($2) million in 2002
decreased $486 million from 2001 primarily due to the Northland reorganization.
Income tax benefits of $68 million in 2002 include the tax benefit resulting
from the loss incurred on the reorganization of Northland.

The cumulative effect of accounting changes of $144 million in 2001
includes a charge of $111 million due to the impact of adopting Emerging Issues
Task Force (EITF) 99-20 and a $33 million charge related to the adoption of SFAS
133. See Note 1 to the Consolidated Financial Statements for further details of
cumulative effect of accounting changes.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar
expressions or future or conditional verbs such as "will," "should," "would,"
and "could." These forward-looking statements involve risks and uncertainties
including, but not limited to: weak U.S. and global economic conditions;
sovereign or regulatory actions; the ability to gain market share in both new
and established markets internationally; levels of activity in the global
capital markets; macro-economic factors and political policies and developments
in the countries in which the Company's businesses operate; the level of
interest rates, bankruptcy filings and unemployment rates, as well as political
policies and developments around the world; the continued economic crisis in
Argentina; the impact of the recent decision by the Argentina Supreme Court
declaring the 2002 pesification unconstitutional; changes in assumptions
underlying the valuations of financial instruments; uncertainty regarding the
political and economic environment in Brazil; stress in the telecommunications
and energy markets; changes in management's estimates underlying the allowance
for credit losses; the effect of adopting SFAS 146 and applying FIN 45 and
FIN 46; the effect of the amortization of unrecognized net actuarial losses on
net pension expense; economic conditions and credit performance of the
portfolios in Japan; the ability of CARDS to increase receivables and improve
net credit losses; CitiFinancial's ability to successfully integrate the GSB
auto operations and to grow its receivables; the ability of RETAIL BANKING to
continue improvements in core business performance; the ability of CitiMortgage
to make market share gains in originations and to reduce costs from operational
efficiencies; the ability of RETAIL BANKING in Mexico to restrain expense growth
and to develop deposit growth; the ability of GCIB's TRANSACTION SERVICES
businesses to continue expense rationalization, to further develop competitive
advantages, to mitigate credit losses and to continue to leverage the Company's
global corporate relationship client base through cross-selling initiatives; the
ability to effect strong sales growth and to maintain an efficient cost
structure; in the PRIVATE BANK's U.S. business, the ability to build out the
investments business and to focus on under-penetrated markets; portfolio growth
and seasonal factors; the effect of banking and financial services reforms;
possible amendments to, and interpretations of, risk-based capital guidelines
and reporting instructions; the ability of states to adopt more extensive
consumer privacy protections through legislation or regulation; and the
resolution of legal proceedings and related matters.

23

MANAGING GLOBAL RISK

The Company's Global Risk Management process is consolidated within
Citigroup's Global Risk Management process as summarized below and as described
in more detail in Citigroup's 2002 Annual Report on Form 10-K under the section
titled "Managing Global Risk."

The Citigroup risk management framework recognizes the wide range and
diversity of global business activities by balancing strong corporate oversight
with defined independent risk management functions at the business level.

The risk management framework is grounded on the following seven
principles, which apply universally across all businesses and all risk types:

- - INTEGRATION OF BUSINESS AND RISK MANAGEMENT - Risk management is integrated
within the business plan and strategy.
- - RISK OWNERSHIP -- All risks and resulting returns are owned and managed by
an accountable business unit.
- - INDEPENDENT OVERSIGHT - Risk limits are approved by both business
management and independent risk management.
- - POLICIES -- All risk management policies are clearly and formally
documented.
- - RISK IDENTIFICATION AND MEASUREMENT -- All risks are measured using defined
methodologies, including stress testing.
- - LIMITS AND METRICS -- All risks are managed within a limit framework.
- - RISK REPORTING -- All risks are comprehensively reported across the
organization.

The Citigroup Chief Risk Officer, with the assistance of risk management
functions at the Citigroup-level, is responsible for establishing standards for
the measurement, approval, reporting and limiting of risk, for appointing
independent risk managers at the business-level, for approving business-level
risk management policies, for approving business risk-taking authority through
the allocation of limits and capital, and for reviewing, on an ongoing basis,
major risk exposures and concentrations across the organization. Risks are
regularly reviewed with the independent business-level risk managers, the
Citigroup Risk Management Committee, and as appropriate, with the Citigroup
Board of Directors.

The independent risk managers at the business-level are responsible for
establishing and implementing risk management policies and practices within
their business, while ensuring consistency with Citigroup standards. The
business risk managers have dual accountability -- to the Citigroup Chief Risk
Officer and to the head of their business unit.

During 2002, the Citigroup Risk Management Committee was formed. It is
chaired by the Citigroup Chief Risk Officer, and its members include senior
business and risk managers across the organization. Its objectives include the
review of the major risk exposures of Citigroup, particularly those that cut
across business lines; the review of current and emerging risk issues; and the
ongoing review of the risk management infrastructure, including policies, people
and systems. The scope of risks covered includes, but is not limited to:

- - Corporate Credit Risk, including obligor exposures vis-a-vis limits, risk
ratings, industry concentrations, and country cross-border risks;
- - Consumer Credit Risk, including product concentrations, regional
concentrations, and trends in portfolio performance;
- - Counterparty pre-settlement risk in trading activities;
- - Distribution and underwriting risks;
- - Price Risk, including the earnings or economic impact of changes in the
level and volatilities of interest rates, foreign exchange rates and
commodity, debt and equity prices on trading portfolios and on investment
portfolios;
- - Liquidity Risk, including funding concentrations and diversification
strategy;
- - Risks resulting from the underwriting, sale and reinsurance of life
insurance policies; and
- - Other risks, including legal, technology, operational and franchise, as
well as specific matters identified and reviewed in the Audit and Risk
Review process.

The following sections summarize the processes for managing credit, market,
operational and country risks within Citigroup's major businesses.

CREDIT RISK MANAGEMENT PROCESS

Credit risk is the potential for financial loss resulting from the failure of a
borrower or counterparty to honor its financial or contractual obligation.
Credit risk arises in many of the Company's business activities including
lending activities, sales and trading activities, derivatives activities, and
securities transactions settlement activities, and when the Company acts as an
intermediary on behalf of its clients and other third parties. The credit risk
management process at Citigroup relies on corporate-wide standards to ensure
consistency and integrity, with business-specific policies and practices to
ensure applicability and ownership.

24

LOANS OUTSTANDING

(1) Reclassified to conform to the 2002 presentation.

OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS

(1) Represents repossessed real estate, carried at lower of cost or fair value,
less costs to sell.

(2) Primarily commercial transportation equipment and manufactured housing,
carried at lower of cost or fair value, less costs to sell.

DETAILS OF CREDIT LOSS EXPERIENCE

(1) Consumer credit losses and recoveries primarily relate to revolving credit
and installment loans.
(2) Includes amounts recorded under credit default swaps purchased from third
parties.
(3) 2002 primarily includes the addition of $452 million of credit loss
reserves related to the acquisition of GSB. 2001 primarily includes the
addition of allowance for credit losses related to the acquisitions of
Banamex and EAB. 2000 and 1999 include the addition of allowance for credit
losses related to other acquisitions. 1998 reflects the addition of $320
million of credit loss reserves related to the acquisition of the Universal
Card portfolio. All periods also include the impact of foreign currency
translation.
(4) Primarily represents additional reserves recorded as other liabilities on
the balance sheet.

25

CASH-BASIS, RENEGOTIATED,
AND PAST DUE LOANS

(1) Reclassified to conform to the 2002 presentation.
(2) A cash-basis loan is defined as collateral dependent when repayment is
expected to be provided solely by the liquidation of 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.
(3) The December 31, 2002 balance includes GSB data. The December 31, 2001
balance includes Banamex loan data.
(4) Substantially all consumer loans of which $1,764 million, $920 million,
$503 million, $379 million, and $267 million are government-guaranteed
student loans and Federal Housing Authority mortgages at December 31, 2002,
2001, 2000, 1999, and 1998, respectively.

FOREGONE INTEREST REVENUE ON LOANS(1)

(1) Relates to corporate 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.

CONSUMER CREDIT RISK

Within Global Consumer, business-specific credit risk policies and
procedures are derived from the following risk management framework:

- - Each business must develop a plan, including risk/return tradeoffs, as well
as risk acceptance criteria and policies appropriate to their activities;
- - Senior Business Managers are responsible for managing risk/return tradeoffs
in their business;
- - Senior Business Managers, in conjunction with Senior Credit Officers,
implement business-specific risk management policies and practices;
- - Approval policies for a product or business are tailored to internal audit
ratings, profitability and credit risk management performance;
- - Independent credit risk management is responsible for establishing the
Global Consumer Policy, approving business-specific policies and
procedures, monitoring business risk management performance, providing
ongoing assessment of portfolio credit risks, and approving new products
and new risks.

CONSUMER PORTFOLIO REVIEW

Citicorp's consumer loan portfolio is well diversified by both customer and
product. Consumer loans comprise 70% of the total loan portfolio. These loans
represent thousands of borrowers with relatively small individual balances. The
loans are diversified with respect to the location of the borrower, with 71%
originated in the U.S. and 29% originated from offices outside the U.S. Mortgage
and real estate loans constitute 47% of the total consumer loan portfolio and
installment; revolving credit and other consumer loans constitute 53% of the
portfolio.

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

26

CONSUMER LOAN DELINQUENCY AMOUNTS, NET CREDIT LOSSES, AND RATIOS

(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) Reclassified to conform to the 2002 presentation.
(3) PRIVATE BANK results are reported as part of the Global Investment
Management segment.
(4) This table presents credit information on a managed basis and shows the
impact of securitizations to get to a held basis. Only North America Cards
and North America Retail Banking from a product view, and North America
from a regional view, are impacted. Although a managed basis presentation
is not in conformity with GAAP, it provides a representation of performance
and key indicators of the credit card business that is consistent with the
view the Company uses to manage the business.
(5) Total loans and total average loans exclude certain interest and fees on
credit cards of approximately $1.0 billion and $0.4 billion, respectively,
which are included in Consumer Loans on the Consolidated Statement of
Financial Position.

27

CONSUMER LOAN BALANCES, NET OF UNEARNED INCOME

(1) Reclassified to conform to the 2002 presentation.
(2) 2002 end-of-period and average loans exclude certain interest and fees on
credit cards of approximately $1.0 billion and $0.4 billion, respectively.

Total delinquencies 90 days or more past due in the managed portfolio were
$8.841 billion or 2.25% of loans at December 31, 2002, compared to $8.210
billion or 2.50% at December 31, 2001. Total managed net credit losses in 2002
were $10.920 billion and the related loss ratio was 3.20%, compared to $8.960
billion and 2.88% in 2001. For a discussion of trends by business, see business
discussions on pages 13 to 17 and page 20.

Citicorp's allowance for credit losses of $11.501 billion is available to
absorb probable credit losses inherent in the entire portfolio. For analytical
purposes only, the portion of Citicorp's allowance for credit losses attributed
to the consumer portfolio was $6.410 billion at December 31, 2002 and $5.507
billion at December 31, 2001. The increase in the allowance for credit losses
from 2001 was primarily due to a $452 million addition associated with the
acquisition of GSB, and a $206 million increase in Citi Cards established in
accordance with recent FFIEC guidance related to past due interest and late
fees. The level of the consumer allowance was also impacted by deteriorating
credit in Argentina and the CONSUMER FINANCE portfolio in Japan. The allowance
as a percentage of loans on the balance sheet was 2.06% at December 31, 2002,
compared to 2.22% at December 31, 2001. The decline in the allowance as a
percentage of loans from the prior year primarily reflected the addition of the
GSB loan portfolio, which is predominantly secured by real estate, combined with
growth in consumer loans and the impact of stricter lending standards and
portfolio management in individual businesses. On-balance sheet consumer loans
of $309.6 billion increased $61.9 billion or 25% from December 31, 2001. The
increase from a year ago was primarily driven by the addition of GSB loans,
receivable growth in Citi Cards, mortgage and student loan growth in Consumer
Assets and increases in real estate-secured loans in the PRIVATE BANK and
CitiFinancial. In addition, increases in Western Europe were partially offset by
declines in Latin America and Mexico.

Net credit losses, delinquencies and the related ratios are affected by the
credit performance of the portfolios, including bankruptcies, unemployment,
global economic conditions, portfolio growth and seasonal factors, as well as
macro-economic and regulatory policies. In Japan, net credit losses and the
related loss ratio are expected to increase from 2002 due to current economic
conditions in that country, including rising bankruptcy filings and unemployment
rates. Management expects that 2003 consumer credit loss rates will be
comparable to 2002 despite current economic conditions in the U.S. and Japan,
including rising bankruptcy filings and unemployment rates. This paragraph
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 23.

CORPORATE CREDIT RISK

For corporate clients and investment banking activities across the
organization, the credit process is grounded in a series of fundamental
policies, including:

- - Ultimate business accountability for managing credit risks;
- - Joint business and independent risk management responsibility for
establishing limits and risk management practices;
- - Single center of control for each credit relationship that coordinates
credit activities with that client, directly approves or consents to all
extensions of credit to that client, reviews aggregate exposures, and
ensures compliance with exposure limits;
- - Portfolio limits, including obligor limits by risk rating and by maturity,
to ensure diversification and maintain risk/capital alignment;
- - A minimum two-authorized credit officer-signature requirement on extensions
of credit - one from a sponsoring credit officer in the business and one
from a credit officer in independent credit risk management;
- - Uniform risk measurement standards, including risk ratings, which must be
assigned to every obligor and facility in accordance with Citigroup
standards; and
- - Consistent standards for credit origination, measurement and documentation,
as well as problem recognition, classification and remedial action.

These policies apply universally across corporate clients and investment
banking activities. Businesses that require tailored credit processes, due to
unique or unusual risk characteristics in their activities, may only do so under
a Credit Program that has been approved by independent credit risk management.
In all cases, the above policies must be adhered to, or specific exceptions must
be granted by independent credit risk management.

The following table presents the corporate credit portfolio, before
consideration of collateral, by maturity at December 31, 2002. The corporate
portfolio is broken out by direct outstandings which include drawn loans,
overdrafts, interbank placements, banker's acceptances, certain investment
securities and leases, and unfunded commitments which include unused commitments
to lend, letters of credit and financial guarantees.

28

PORTFOLIO MIX

The corporate credit portfolio is geographically diverse by region. The
following table shows direct outstandings and unfunded commitments by region:

It is corporate credit policy to maintain accurate and consistent risk
ratings across the corporate credit portfolio. This facilitates the comparison
of credit exposures across all lines of business, geographic region and product.
All internal risk ratings must be derived in accordance with the Corporate Risk
Rating Policy. Any exception to the policy must be approved by the Citigroup
Chief Risk Officer. The Corporate Risk Rating Policy establishes standards for
the derivation of obligor and facility risk ratings that are generally
consistent with the approaches used by the major rating agencies.

Obligor risk ratings reflect an estimated probability of default for an
obligor, and are derived through the use of validated statistical models,
external rating agencies (under defined circumstances), or approved scoring or
judgmental methodologies. Facility risk ratings are assigned, using the obligor
risk rating, and then taken into consideration are factors that affect the
loss-given-default of the facility such as parent support, collateral or
structure.

Internal obligor ratings equivalent to BBB- and above are considered
investment-grade. Ratings below the equivalent of BBB- are considered
non-investment-grade.

The following table presents the corporate credit portfolio by facility
risk rating at December 31, 2002 and 2001, as a percentage of the total
portfolio:

(1) Includes retail margin loans, as well as portfolios of recent acquisitions,
which are in the process of conforming to Citigroup's risk-rating
methodology.

The corporate credit portfolio is diversified by industry with a
concentration only to the financial sector which includes banks, other financial
institutions, investment banks and governments and central banks. The following
table shows the allocation of direct outstandings and unfunded commitments to
industries as a percentage of the total corporate portfolio:

(1) Includes all other industries, none of which exceeds 2% of total
outstandings.

CREDIT RISK MITIGATION

As part of its overall risk management activities, the Company makes use of
credit derivatives and other risk mitigants to hedge portions of the credit risk
in its portfolio, in addition to outright asset sales. The effect of these
transactions is to transfer credit risk to creditworthy, independent third
parties. At December 31, 2002, $9.6 billion of credit risk exposure was hedged.
The reported amounts of direct outstandings and unfunded commitments in this
report do not reflect the impact of these hedging transactions. At December 31,
2002, the credit protection was hedging underlying credit exposure with the
following risk rating distribution:

29

At December 31, 2002, the credit protection was hedging underlying credit
exposure with the following industry distribution:

(1) Includes all other industries none of which is greater than 4% of total
hedged amount.

GLOBAL CORPORATE PORTFOLIO REVIEW

Corporate 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. In the case of
CitiCapital, loans and leases are identified as impaired when interest or
principal is past due not later than 120 days but interest ceases to accrue at
90 days. Impaired corporate 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 corporate cash-basis loans and net credit
losses:

(1) Reclassified to conform to the 2002 presentation.
(2) 2001 includes Banamex cash-basis loans and net credit losses.
(3) Investment Activities results are reported in the Proprietary Investment
Activities segment.
(4) Represents additional reserves as other liabilities on the balance sheet.
(5) Does not include the allowance for letters of credit.

Corporate cash-basis loans were $4.829 billion and $3.514 billion at
December 31, 2002 and 2001, respectively. Cash-basis loans increased $1.315
billion in 2002 primarily due to increases in CAPITAL MARKETS AND BANKING and
TRANSACTION SERVICES. CAPITAL MARKETS AND BANKING primarily reflects increases
in the energy and telecommunications industries combined with increases in Latin
America, mainly Argentina and Brazil, CitiCapital and Asia, mainly Thailand and
Australia. CitiCapital increased primarily due to increases in the
transportation and equipment finance portfolios. TRANSACTION SERVICES increased
primarily due to increases in trade finance receivables in Argentina and Brazil.

Total corporate Other Real Estate Owned (OREO) was $53 million and $127
million at December 31, 2002 and 2001, respectively. The $74 million decrease in
2002 primarily reflect the continued improvements in the North America real
estate portfolio.

Total corporate Other Repossessed Assets were $139 million and $284 million
at December 31, 2002 and 2001, respectively. The $145 million decrease in 2002
primarily reflects improvements in the transportation equipment portfolio due to
a decline in portfolio size and improved credit quality.

Total corporate loans outstanding at December 31, 2002 were $134 billion as
compared to $143 billion at December 31, 2001.

Total corporate net credit losses of $2.200 billion in 2002 increased $574
million compared to 2001 primarily due to higher net credit losses in the energy
and telecommunications industries and Argentina, partially offset by higher 2001
credit losses in the CitiCapital transportation portfolio.

The allowance for credit losses is established by management based upon
estimates of probable losses inherent in the portfolio. This evaluative process
includes the utilization of statistical models to analyze such factors as
default rates, both historic and projected, geographic and industry
concentrations and environmental factors. Larger non-homogeneous credits are
evaluated on an individual loan basis examining such factors as the borrower's
financial strength, payment history, the financial stability of any guarantors
and for secured loans, the realizable value of any collateral. CitiCapital's
allowance is established based upon an estimate of probable losses inherent in
the portfolio for individual loans which are deemed impaired as well as by
applying an annualized weighted average credit loss ratio utilizing both
historical and projected losses to the remaining portfolio. Additional reserves
are established to provide for imprecision caused by the use of historical and
projected loss data. Judgmental assessments are used to determine residual
losses on the leasing portfolio.

Citicorp's allowance for credit losses for loans, leases, lending
commitments and letters of credit of $11.668 billion is available to absorb
probable credit losses inherent in the entire portfolio. For analytical purposes
only, the portion of Citicorp's allowance for credit. losses attributed to the
corporate portfolio was $5.091 billion at December 31, 2002, compared to $4.581
billion at December 31, 2001. The allowance attributed to corporate loans,
leases and lending commitments as a percentage of corporate loans was 3.79% at
December 31, 2002, as compared to 3.19% at December 31, 2001. The $627 million
increase in the total allowance at December 31, 2002 primarily reflects reserves
established as a result of the impact of the continuing deterioration in the
Argentine economy and the telecommunications and energy industries on the
corporate portfolio. Losses on corporate 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. Corporate net credit losses
and cash-basis loans are expected to be comparable to 2002 levels due to weak
global economic conditions, stress in the telecommunications and energy
industries, uncertainty regarding the political and economic environment in
Brazil, sovereign or regulatory actions, the economic crisis in Argentina, and
other factors. This statement is a forward-looking statement within the meaning
of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 23.

30

LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES

(1) Based on contractual terms. Repricing characteristics may effectively be
modified from time to time using derivative contracts. See Notes 18 and 20
to the Consolidated Financial Statements.

MARKET RISK MANAGEMENT PROCESS

Market risk at Citicorp - like credit risk - is managed through corporate-wide
standards and business policies and procedures. Market risks are measured in
accordance with established standards to ensure consistency across businesses
and the ability to aggregate like risks at the Citigroup level. Each business is
required to establish, and have approved by independent market risk management,
a market risk limit framework, including risk measures, limits and controls,
that clearly defines approved risk profiles and is within the parameters of
Citigroup's overall risk appetite.

Businesses, working in conjunction with independent Market Risk Management,
must ensure that market risks are independently measured, monitored and reported
to ensure transparency in risk-taking activities and integrity in risk reports.
In all cases, the businesses are ultimately responsible for the market risks
that they take and for remaining within their defined limits.

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. Liquidity risk is discussed in the Liquidity and Capital Resources section.

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. Price risk arises in Non-trading Portfolios, as well as in Trading
Portfolios.

NON-TRADING PORTFOLIOS

Price risk in non-trading portfolios is measured predominantly through
Earnings-at-Risk and Factor Sensitivity techniques. These measurement techniques
are supplemented with additional tools, including stress testing and
cost-to-close analysis.

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 that are designated and effective as hedges. The
utilization of derivatives is managed in response to changing market conditions
as well as to changes in the characteristics and mix of the related assets and
liabilities.

Earnings-at-Risk is the primary method for measuring price risk in
Citicorp's non-trading portfolios. Earnings-at-Risk measures the pretax earnings
impact of a specified upward and downward instantaneous parallel shift in the
yield curve for the appropriate currency assuming a static portfolio. Citicorp
generally measures this impact over a one-year and five-year time horizon under
business-as-usual conditions. The 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. U.S. dollar exposures in the non-trading
portfolios are calculated by multiplying the gap between interest sensitive
items, including assets, liabilities, derivatives and other off-balance sheet
instruments, by 100 basis points. Non-U.S. dollar exposures are calculated
utilizing the statistical equivalent of a 100 basis point change in interest
rates and assuming no correlation between exposures in different currencies.

Citicorp's primary non-trading price risk exposure is to movements in the
U.S. dollar and Mexican peso interest rates. Citicorp also has Earnings-at-Risk
in various other currencies; however, there are no significant risk
concentrations in any other individual non-U.S. dollar currency.

The table below illustrates the impact to Citicorp's pretax earnings from a
100 basis point increase or decrease in the U.S. dollar yield curve. As of
December 31, 2002, the potential impact on pretax earnings over the next 12
months is a decrease of $781 million from an interest rate increase and an
increase of $927 million from an interest rate decrease. The potential impact on
pretax earnings for periods beyond the first 12 months is an increase of $774
million from an increase in interest rates and a decrease of $673 million from
an interest rate decrease. The change in Earnings-at-Risk from the prior year
primarily reflects the change in the asset/liability mix to reflect Citicorp's
view of interest rates.

As of December 31, 2002, the statistical equivalent of a 100 basis point
increase in Mexican peso interest rates would have a potential positive impact
on Citicorp's pretax earnings over the next twelve months of approximately $249
million and a potential negative impact of $157 million for the years
thereafter. The statistical equivalent of a 100 basis points decrease in Mexican
peso interest rates would have a potential negative impact on Citicorp's pretax
earnings over the next twelve months of approximately $249 million and potential
positive impact of $157 million for the years thereafter. The change in
Earnings-at-Risk from December 31, 2001 primarily reflects a reduction of
interest rate exposure in the balance sheet, partially offset by an increase in
the relative volatility of Mexican peso interest rates.

As of December 31, 2002, excluding the impact of changes in Mexican peso
interest rates, the statistical equivalent of a 100 basis point increase in
other non-U.S. dollar interest rates would have a potential negative impact on
Citicorp's pretax earnings over the next twelve months of $215 million and a
potential positive impact of $391 million for the years thereafter. The
statistical equivalent of a 100 basis point decrease in other non-U.S. dollar
interest rates would have a potential positive impact on Citicorp's pretax
earnings over the next twelve months of $218 million and a potential negative
impact of $375 million for the years thereafter. The change in the other
non-U.S. dollar Earnings-at-Risk from the prior year primarily reflects changes
in the asset/liability mix across a range of currencies based on Citicorp's view
of interest rates as well as changes in the repricing profile of the Statement
of Financial Position.

31

CITICORP EARNINGS-AT-RISK (IMPACT ON PRETAX EARNINGS)

(1) Prior year's U.S. dollar amounts have been restated to conform to the 2002
presentation.
(2) Excludes exposure to the Argentine peso beyond twelve months which reflects
Citicorp's current risk management practice given the volatile and
uncertain economic conditions in Argentina.
(3) Represents discounted Earnings-at-Risk beyond twelve months and up to and
including five years.

TRADING PORTFOLIOS

Price risk in trading portfolios is measured through a complementary set of
tools, including Factor Sensitivities, Value-at-Risk, and Stress Testing. Each
trading portfolio has its own market risk limit framework, encompassing these
measures and other controls, including permitted product lists and a new product
approval process for complex products, established by the business and approved
by independent market risk management.

Factor Sensitivities are defined as the change in the value of a position
for a defined change in a market risk factor (e.g., the change in the value of a
Treasury bill for a 1 basis point change in interest rates). It is the
responsibility of independent market risk management to ensure that factor
sensitivities are calculated, monitored and, in some cases, limited, for all
relevant risks taken in a trading portfolio. Value-at-Risk estimates the
potential decline in the value of a position or a portfolio, under normal market
conditions, over a one-day holding period, at a 99% confidence level. The
Value-at-Risk method incorporates the Factor Sensitivities of the trading
portfolio with the volatilities and correlations of those factors.

Stress Testing is performed on trading portfolios on a regular basis, to
estimate the impact of extreme market movements. Stress Testing is performed on
individual trading portfolios, as well as on aggregations of portfolios and
businesses, as appropriate. It is the responsibility of independent market risk
management, in conjunction with the businesses, to develop stress scenarios,
review the output of periodic stress testing exercises, and utilize the
information to make judgments as to the ongoing appropriateness of exposure
levels and limits.

New and/or complex products in trading portfolios are required to be
reviewed and approved by the Capital Markets Approval Committee (CMAC). The CMAC
is responsible for ensuring that all relevant risks are identified and
understood, and can be measured, managed and reported in accordance with
applicable business policies and practices. The CMAC is made up of senior
representatives from market and credit risk management, legal, accounting,
operations and other support areas, as required.

The level of price risk exposure at any given point in time 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 $40 million at December 31, 2002. Daily exposures
averaged $35 million in 2002 and ranged from $20 million to $58 million.

The following table summarizes Value-at-Risk in the trading portfolios as of
December 31, 2002 and 2001, along with the averages:

The table below provides the range of Value-at-Risk in the trading portfolios
that was experienced during 2002 and 2001:

32

OPERATIONAL RISK MANAGEMENT PROCESS

Operational risk is the risk of loss resulting from inadequate or failed
internal processes, people or systems or from external events. It includes
reputation and franchise risks associated with business practices or market
conduct that the Company may undertake with respect to activities as principal,
as well as agent, or through a special purpose vehicle.

The management of operational risk is not new; businesses have typically
managed operational risk as part of their standard business practices. However,
management of operational risk has begun to evolve into a distinct discipline
with its own risk management structure, tools, and processes, much like credit
and market risk.

In February 2002, the Citigroup Operational Risk Policy was issued,
codifying the core governing principles for operational risk management and
providing the framework to identify, control, monitor, measure, and report
operational risks in a consistent manner across the Company.

Citigroup's information security and continuity of business processes
illustrate the implementation of controls consistent with the Operational Risk
Policy. Citigroup has an Information Security Program that complies with the
Gramm-Leach-Bliley Act and other regulatory guidance. The Citigroup Information
Security Office conducted an end-to-end review of its risk management processes
during 2002 and developed a more objective and measurable approach to assessing,
mitigating, monitoring and responding to information security risk. The Office
of Business Continuity formed the Continuity of Business Committee in late 2001
and issued a corporate-wide Continuity of Business policy effective January 2003
to ensure consistency in contingency planning standards across the Company. To
mitigate operational risks associated with business continuity, the Office of
Business Continuity ensures that Continuity of Business Plans are reviewed and
tested, at least annually.

The core operational risk principles, which apply without exception to all
of Citigroup's businesses, are:

- - Senior Business Managers are accountable for managing Operational Risk.
- - Citigroup has a system of checks and balances in place for operational risk
management including:
- an independent operational risk oversight function, reporting to the
Citigroup Chief Risk Officer
- an independent Audit and Risk Review function
- - Each major Citigroup business segment must have approved business-specific
policies and procedures for managing operational risk including risk
identification, mitigation, monitoring, measurement and reporting, as well
as processes for ensuring compliance with corporate policies and applicable
laws and regulations.

The Operational Risk Policy and its requirements facilitate the aggregation
of operational risks across products and businesses and promote effective
communication of those risks to management, including the Citigroup Risk
Management Committee, and Citigroup's Board of Directors. It also facilitates
Citigroup's response to the requirements of emerging regulatory guidance on
Operational Risk.

COUNTRY AND CROSS-BORDER RISK MANAGEMENT PROCESS

COUNTRY RISK

During 2002, the Citigroup Country Risk Committee was formed. It is chaired
by senior international business management, and includes as its members
business managers and independent risk managers from around the world. The
committee's primary objective is to strengthen the management of country risk,
defined as the total risk to the Company of an event that impacts a country. The
committee regularly reviews all risk exposures within a country, makes
recommendations as to actions, and follows up to ensure appropriate
accountability.

CROSS-BORDER RISK

The Company's cross-border outstandings reflect various economic and
political risks, including those arising from restrictions on the transfer of
funds as well as the inability to obtain payment from customers on their
contractual obligations as a result of actions taken by foreign governments such
as exchange controls, debt moratorium and restrictions on the remittance of
funds.

Management oversight of cross-border risk is performed through a formal
country risk review process that includes setting of cross-border limits, at
least annually, in each country in which Citigroup has cross-border exposure,
monitoring of economic conditions globally and within individual countries with
proactive action as warranted, and the establishment of internal risk management
policies. Under FFIEC guidelines, 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, short-term, and
medium- and long-term claims) include cross-border loans, securities, deposits
with banks, investments in affiliates, and other monetary assets, as well as net
revaluation gains on foreign exchange and derivative products.

The cross-border outstandings are reported by assigning 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. 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

The following table presents total cross-border outstandings and commitments on
a regulatory basis in accordance with FFIEC guidelines. Countries with
outstandings greater than 0.75% of Citicorp assets at December 31, 2002, 2001
and 2000 include:

(1) Included in total cross-border claims on third parties.
(2) Commitments (not included in total cross-border outstandings) include
legally binding cross-border letters of credit and other commitments and
contingencies as defined by the FFIEC.
(3) Increase from December 31, 2000 primarily represents inclusion of Banamex's
Mexican exposure.

34

LIQUIDITY AND CAPITAL RESOURCES

Citicorp's primary source of incremental capital resources is its net
earnings. Other sources include proceeds from the issuance of senior debt,
subordinated debt and commercial paper. Citicorp can also generate funds by
securitizing various financial assets including credit card receivables and
other receivables generally secured by collateral such as single-family
residences.

A diversity of funding sources, currencies, and maturities is used to gain
a broad access to the investor base. Citicorp's deposits, which represent 60% of
total funding at December 31, 2002 and 59% of funding at December 31, 2001, are
broadly diversified by both geography and customer segments.

Stockholder's equity, which grew $10.1 billion during the year to $73.5
billion at year-end 2002, 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 2002 was
$78.4 billion, compared with $81.1 billion at year-end 2001.

Asset securitization programs remain an important source of liquidity.
Loans securitized during 2002 included $15.3 billion of U.S. credit cards and
$26.0 billion of U.S. consumer mortgages. As credit card securitization
transactions amortize, newly originated receivables are recorded on Citicorp's
balance sheet and become available for asset securitization. In 2002, the
scheduled amortization of certain credit card securitization transactions made
available $10.6 billion of new receivables. In addition, at least $10.3 billion
of credit card securitization transactions are scheduled to amortize during
2003.

Citicorp uses these capital resources to pay dividends to its parent, to
support organic growth, and to service its debt obligations.

Citicorp and certain other subsidiaries issue commercial paper directly to
investors. Citicorp maintains combined liquidity reserves of cash, securities
and unused bank lines of credit to support its combined outstanding commercial
paper.

Associates First Capital Corporation (Associates), a subsidiary of
Citicorp, has a combination of unutilized credit facilities of $4.5 billion as
of December 31, 2002 which have maturities ranging from 2003 to 2005. All of
these facilities are guaranteed by Citicorp. In connection with these
facilities, Citicorp is required to maintain a certain level of consolidated
stockholder's equity (as defined in the agreements). At December 31, 2002, this
requirement was exceeded by approximately $59 billion. Citicorp has also
guaranteed various debt obligations of Associates and CitiFinancial Credit
Company (CCC), an indirect subsidiary of Citicorp.

Borrowings under bank lines of credit may be at interest rates based on
LIBOR, CD rates, the prime rate, or bids submitted by the banks. Each company
pays its banks facility fees for its lines of credit.

Citicorp has credit facilities with Citibank, N.A. Borrowings under these
facilities must be secured in accordance with Section 23A of the Federal Reserve
Act.

The following table summarizes the maturity profile of the Company's
consolidated contractual long-term debt payments and operating leases at
December 31, 2002:

MANAGEMENT OF LIQUIDITY

Citicorp's liquidity risk management process is consolidated within
Citigroup's liquidity risk management process as described below. Management of
liquidity at Citigroup is the responsibility of the Citigroup Corporate
Treasurer. A uniform liquidity risk management policy exists for Citigroup and
its major operating subsidiaries. Under this policy, there is a single set of
standards for the measurement of liquidity risk in order to ensure consistency
across businesses, stability in methodologies and transparency of risk.
Management of liquidity at each operating subsidiary and/or country is performed
on a daily basis and is monitored by Corporate Treasury.

A primary tenet of Citigroup's liquidity management is strong decentralized
liquidity management at each of its principal operating subsidiaries and in each
of its countries, combined with an active corporate oversight function. Along
with the role of the Corporate Treasurer, the Global Asset and Liability
Committee (ALCO) undertakes this oversight responsibility. The Global ALCO
functions as an oversight forum for Citigroup's Chief Financial Officer, Chief
Risk Officer, Corporate Treasurer, independent Senior Treasury Risk Officer, and
the senior corporate and business treasurers and risk managers. One objective of
the Global ALCO is to monitor and review the overall liquidity and balance sheet
position of Citigroup and its principal subsidiaries and to address
corporate-wide policies and make recommendations back to senior management and
the business units. Similarly, ALCOs are also established for each country
and/or major line of business.

Each major operating subsidiary and/or country must prepare an annual
funding and liquidity plan for review by the Corporate Treasurer and approval by
the independent Senior Treasury Risk Officer. The funding and liquidity plan
includes analysis of the balance sheet as well as the economic and business
conditions impacting the liquidity of the major operating subsidiary and/or
country. As part of the funding and liquidity plan, liquidity limits, liquidity
ratios, market triggers, and assumptions for periodic stress tests are
established and approved.

Liquidity limits establish boundaries for potential market access in
business-as-usual conditions and are monitored against the liquidity position on
a daily basis. These limits are established based on the size of the balance
sheet, depth of the market, experience level of local management, the stability
of the liabilities, and liquidity of the assets. Finally, the limits are subject
to the evaluation of the entities' stress test results. Generally, limits are
established such that in stress scenarios, entities need to be self-funded or
net providers of liquidity.

A series of standard corporate-wide liquidity ratios have been established
to monitor the structural elements of Citigroup's liquidity. For bank entities
these include measures of liquid assets against liquidity gaps, core deposits to
loans, long-term assets to long-term liabilities and deposits to loans. In
addition, several measures exist to review potential concentrations of funding
by individual name, product, industry, or geography. For the Parent Company,
Insurance Entities and the Broker/Dealer, there are ratios established for
liquid assets against short-term obligations. Triggers to elicit management
discussion have been established against these ratios. In addition, each
individual major operating subsidiary or country establishes targets against
these ratios and may monitor other ratios as approved in its funding and
liquidity plan.

Market triggers are internal or external market or economic factors that
may imply a change to market liquidity or Citigroup's access to the markets.
Citigroup market triggers are monitored by the Corporate Treasurer and the
independent Senior Treasury Risk Officer and are discussed with the Global ALCO.
Appropriate market triggers are also established and monitored for each major
operating subsidiary and/or

35

country as part of the funding and liquidity plans. Local triggers are reviewed
with the local country or business ALCO and independent risk management.

Periodic liquidity stress testing is performed for each major operating
subsidiary and/or country. The scenarios include assumptions about significant
changes in key funding sources, credit ratings, contingent uses of funding, and
political and economic conditions in certain countries. The results of stress
tests of individual countries and operating subsidiaries are reviewed to ensure
that each individual major operating subsidiary or country is self-funded or a
net provider of liquidity. In addition, a Contingency Funding Plan is prepared
on a periodic basis for Citigroup. The plan includes detailed policies,
procedures, roles and responsibilities, and the results of corporate stress
tests. The product of these stress tests is a menu of alternatives that can be
utilized by the Corporate Treasurer in a liquidity event.

For Citicorp, the in-country forum for liquidity issues is the 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. The Citigroup Country Officer and the Country Treasurer
ensure that all funding obligations in each country are met when due. The
Citigroup Corporate Treasurer, in concert with the Country Corporate Officer and
the Regional Market Risk Manager, appoints the Country Treasurer.

Each Country Treasurer must prepare a funding and liquidity plan at least
annually, reviewed by the country ALCO and approved by the Country Corporate
Officer, and the Regional Market Risk Manager. It is also reviewed by the
Citigroup Corporate Treasurer and approved by the independent Senior Treasury
Risk Officer. The liquidity profile is monitored on a daily basis by the local
Treasurer and independent risk management. Limits are established on the extent
to which businesses in a country can take liquidity risk. The size of the limit
depends on the size of the balance sheet, depth of the market, experience level
of local management, the stability of the liabilities, and liquidity of the
assets. Finally, the limits are subject to the evaluation of the entities'
stress test results. Generally, limits are established such that in stress
scenarios, entities need to be self-funded or providers of liquidity to
Citicorp.

Regional Market Risk Managers 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 funding sources are well-diversified across funding types and
geography, a benefit of the strength of the global franchise. Funding includes a
large geographically diverse retail and corporate deposit base, a significant
portion of which is expected to be long-term and stable and is considered core.
Other sources of funding include collateralized borrowings, securitizations
(primarily credit card and mortgages), long-term debt, and purchased/wholesale
funds. This funding is significantly enhanced by Citicorp's strong capital
position. Each of Citicorp's major operating subsidiaries finances its
operations on a basis consistent with its capitalization, regulatory structure
and the operating environment in which it operates.

Other liquidity and capital resource considerations for Citicorp follow.

OFF-BALANCE SHEET ARRANGEMENTS

Citicorp and its subsidiaries are involved with several types of off-balance
sheet arrangements, including special purpose entities (SPEs), lines and letters
of credit, and loan commitments. The principal uses of SPEs are to obtain
sources of liquidity by securitizing certain of Citicorp's financial assets, to
assist our clients in securitizing their financial assets, and to create other
investment products for our clients.

SPEs may be organized as trusts, partnerships, or corporations. In a
securitization, the company transferring assets to an SPE converts those assets
into cash before they would have been realized in the normal course of business.
The SPE obtains the cash needed to pay the transferor for the assets received by
issuing securities to investors in the form of debt and equity instruments,
certificates, commercial paper, and other notes of indebtedness. Investors
usually have recourse to the assets in the SPE and often benefit from other
credit enhancements, such as a cash collateral account or overcollateralization
in the form of excess assets in the SPE, or from a liquidity facility, such as a
line of credit or asset purchase agreement. Accordingly, the SPE can typically
obtain a more favorable credit rating from rating agencies, such as Standard and
Poor's and Moody's Investors Service, than the transferor could obtain for its
own debt issuances, resulting in less expensive financing costs. The transferor
can use the cash proceeds from the sale to extend credit to additional customers
or for other business purposes. The SPE may also enter into a derivative
contract in order to convert the yield or currency of the underlying assets to
match the needs of the SPE's investors or to limit or change the credit risk of
the SPE. The Company may be the counterparty to any such derivative. The
securitization process enhances the liquidity of the financial markets, may
spread credit risk among several market participants, and makes new funds
available to extend credit to consumers and commercial entities.

Citicorp also acts as intermediary or agent for its corporate clients,
assisting them in obtaining sources of liquidity by selling the clients' trade
receivables or other financial assets to an SPE. The Company also packages and
securitizes assets purchased in the financial markets in order to create new
security offerings for institutional and private bank clients as well as retail
customers. In connection with such arrangements, Citicorp may purchase, and
temporarily hold assets designated for subsequent securitization.

SECURITIZATION OF CITICORP'S ASSETS

In certain of these off-balance sheet arrangements, including credit card
receivable and mortgage loan securitizations Citicorp is securitizing assets
that were previously recorded in its Consolidated Statement of Financial
Position.

36

The following table summarizes certain cash flows received from and paid to
securitization trusts during the years ended December 31, 2002, 2001 and 2000:

(1) Other includes auto loans, student loans and other assets.

CREDIT CARD RECEIVABLES

Credit card receivables are securitized through trusts, which are
established to purchase the receivables. Citicorp sells receivables into the
trusts on a non-recourse basis. After securitization of credit card receivables,
the Company continues to maintain credit card customer account relationships and
provides servicing for receivables transferred to the SPE trusts. As a result,
the Company considers both the securitized and unsecuritized credit card
receivables to be part of the business it manages. The documents establishing
the trusts generally require the Company to maintain an ownership interest in
the trusts. The Company also arranges for third parties to provide credit
enhancement to the trusts, including cash collateral accounts, subordinated
securities, and letters of credit. As specified in certain of the sale
agreements, the net revenue with respect to the investors' interest collected by
the trusts each month is accumulated up to a predetermined maximum amount and is
available over the remaining term of that transaction to make payments of
interest to trust investors, fees, and transaction costs in the event that net
cash flows from the receivables are not sufficient. If the net cash flows are
insufficient, Citicorp's loss is limited to its retained interest, consisting of
seller's interest and an interest-only strip that arises from the calculation of
gain or loss at the time receivables are sold to the SPE. When the predetermined
amount is reached, net revenue with respect to the investors' interest is passed
directly to the Citicorp subsidiary that sold the receivables. Credit card
securitizations are revolving securitizations; that is, as customers pay their
credit card balances, the cash proceeds are used to purchase new receivables and
replenish the receivables in the trust. Salomon Smith Barney is one of several
underwriters that distribute securities issued by the trusts to investors. The
Company relies on securitizations to fund approximately 60% of its Citi Cards
business.

At December 31, 2002 and 2001, total assets in the credit card trusts were
$84 billion and $87 billion, respectively. Of that amount at December 31, 2002
and 2001, $67 billion and $67 billion, respectively, has been sold to investors
via trust-issued securities, and the remaining seller's interest of $17 billion
and $20 billion, respectively, is recorded in Citicorp's Consolidated Statement
of Financial Position as Consumer Loans. Citicorp retains credit risk on its
seller's interests and reserves for expected credit losses. Amounts receivable
from the trusts were $1.112 billion and $1.098 billion, respectively, and
amounts due to the trusts were $889 million and $701 million, respectively, at
December 31, 2002 and 2001. The Company also recognized an interest-only strip
of $494 million at December 31, 2002 that arose from the calculation of gain or
loss at the time assets were sold to the SPE. During the years ended
December 31, 2002 and 2001, finance charges and interchange fees of $10.3
billion and $10.1 billion, respectively, were collected by the trusts in each
year. Also for the years ended December 31, 2002 and 2001, the trusts recorded
$7.2 billion and $6.5 billion, respectively, in coupon interest paid to
third-party investors, servicing fees, and other costs. Servicing fees of $1.2
billion were earned in each of 2002 and 2001 and an additional $3.9 billion and
$3.6 billion, respectively, of net cash flows were received by the Company in
2002 and 2001. In 2002, the Company recorded net gains of $425 million related
to the securitization of credit card receivables as a result of changes in
estimates in the timing of revenue recognition on securitizations.

MORTGAGES AND OTHER ASSETS

The Company provides a wide range of mortgage and other loan products to a
diverse customer base. In addition to providing a source of liquidity and less
expensive funding, securitizing these assets also reduces the Company's credit
exposure to the borrowers. In connection with the securitization of these loans,
the Company may retain servicing rights which entitle the Company to a future
stream of cash flows based on the outstanding principal balances of the loans
and the contractual servicing fee. Failure to service the loans in accordance
with contractual servicing obligations may lead to a termination of the
servicing contracts and the loss of future servicing fees. In non-recourse
servicing, the principal credit risk to the servicer arises from temporary
advances of funds. In recourse servicing, the servicer agrees to share credit
risk with the owner of the mortgage loans, such as FNMA, FHLMC, GNMA, or with a
private investor, insurer or guarantor. The Company's mortgage loan
securitizations are primarily non-recourse, thereby effectively transferring the
risk of future credit losses to the purchasers of the securities issued by the
trust. Home equity loans may be revolving lines of credit under which borrowers
have the right to draw on the line of credit up to their maximum amount for a
specified number of years. In addition to servicing rights, the Company also
retains a residual interest in its home equity, manufactured housing, auto and
student loan securitizations, consisting of seller's interest and interest-only
strips that arise from the calculation of gain or loss at the time assets are
sold to the SPE. The Company recognized gains related to the securitization of
mortgages and other assets of $302 million, $258 million and $138 million in
2002, 2001, and 2000, respectively.

Under generally accepted accounting principles, the assets and liabilities
of these SPEs do not appear in Citicorp's Consolidated Statement of Financial
Position. At December 31, 2002 and 2001 the total amount of loans securitized
and outstanding was $234 billion and $85 billion, respectively. Servicing rights
and other retained interests

37

amounted to $3.3 billion and $2.4 billion at December 31, 2002 and 2001,
respectively.

SECURITIZATIONS OF CLIENT ASSETS

The Company acts as an intermediary or agent for its corporate clients,
assisting them in obtaining sources of liquidity by selling the clients' trade
receivables or other financial assets to an SPE.

The Company administers several third-party owned, special purpose,
multi-seller finance companies that purchase pools of trade receivables, credit
cards, and other financial assets from third-party clients of the Company. As
administrator, the Company provides accounting, funding, and operations services
to these conduits. The Company has no ownership interest in the conduits. The
clients continue to service the transferred assets. The conduits' asset
purchases are funded by issuing commercial paper and medium-term notes. Clients
absorb the first losses of the conduit by providing collateral in the form of
excess assets. The Company along with other financial institutions provides
liquidity facilities, such as commercial paper backstop lines of credit to the
conduits. The Company also provides second loss enhancement in the form of
letters of credit and other guarantees. All fees are charged on a market basis.
At December 31, 2002 and 2001, total assets in the conduits were $49 billion and
$52 billion, respectively, and liabilities were $49 billion and $52 billion,
respectively. For the year ended December 31, 2002, the Company's revenues for
these activities amounted to $256 million and estimated expenses before taxes
were $51 million. Expenses have been estimated based upon a percentage of
product revenues to business revenues. In addition, the Company participates in
providing liquidity backstop lines of credit to conduits administered by other
financial institutions with assets totaling $2.9 billion at December 31, 2002.

CREATION OF OTHER INVESTMENT AND FINANCING PRODUCTS

The Company packages and securitizes assets purchased in the financial
markets in order to create new security offerings, including hedge funds, mutual
funds, unit investment trusts, and other investment funds, for institutional and
PRIVATE BANK clients as well as retail customers, that match the clients'
investment needs and preferences. The SPEs may be credit-enhanced by excess
assets in the investment pool or by third-party insurers assuming the risks of
the underlying assets, thus reducing the credit risk assumed by the investors
and diversifying investors' risk to a pool of assets as compared with
investments in individual assets. The Company typically manages the SPEs for
market-rate fees. In addition, the Company may be one of several liquidity
providers to the SPEs and may place the securities with investors.

See Note 10 to the Consolidated Financial Statements for additional
information about off-balance sheet arrangements.

CREDIT COMMITMENTS AND LINES OF CREDIT

The table below summarizes Citicorp's credit commitments. Further details
are included in the footnotes.

(1) Credit card lines are unconditionally cancelable by the issuer.
(2) Includes $135 billion and $148 billion with original maturity of less than
one year at December 31, 2002 and 2001, respectively.

See Note 21 to the Consolidated Financial Statements for additional information.

CAPITAL

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

CITICORP RATIOS

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

Citicorp maintained a strong capital position during 2002. Total capital
(Tier 1 and Tier 2) amounted to $68.7 billion at December 31, 2002, representing
12.31% of risk-adjusted assets. This compares to $62.9 billion and 12.41% at
December 31, 2001. Tier 1 capital of $45.3 billion at December 31, 2002
represented 8.11% of risk-adjusted assets, compared to $42.2 billion and 8.33%
at December 31, 2001. Citicorp's leverage ratio was 6.82% at December 31, 2002,
compared to 6.85% at December 31, 2001. See Note 15 to the Consolidated
Financial Statements.

38

COMPONENTS OF CAPITAL UNDER REGULATORY GUIDELINES

(1) Tier 1 capital excludes unrealized gains and losses on debt securities
available-for-sale in accordance with regulatory risk-based capital
guidelines. The federal bank regulatory agencies permit institutions to
include in Tier 2 capital up to 45% of pretax net unrealized holding gains
on available-for-sale equity securities with readily determinable fair
values. Institutions are required to deduct from Tier 1 capital net
unrealized holding losses on available-for-sale equity securities with
readily determinable fair values, after-tax.
(2) Represents investment in certain overseas insurance activities and
unconsolidated banking and finance subsidiaries.
(3) Includable up to 1.25% of risk-adjusted assets. Any excess allowance is
deducted from risk-adjusted assets.
(4) Includes qualifying senior and subordinated debt in an amount not exceeding
50% of Tier 1 capital, and subordinated capital notes subject to certain
limitations.
(5) Includes risk-weighted credit equivalent amounts, net of applicable
bilateral netting agreements, of $25.5 billion for interest rate, commodity
and equity derivative contracts and foreign exchange contracts, as of
December 31, 2002, compared to $21.8 billion as of December 31, 2001.
Market risk-equivalent assets included in risk-adjusted assets amounted to
$6.3 billion and $3.7 billion at December 31, 2002 and 2001, respectively.
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.

Stockholder's equity increased a net $10.1 billion during the year to
$73.5 billion at December 31, 2002, representing 10.11% of assets, compared to
9.81% at year-end 2001. The net increase in common stockholder's equity during
2002 reflected net income of $10.7 billion, capital contributions from Citigroup
(Citicorp's ultimate parent) of $5.8 billion representing the acquisition of
GSB, and net changes in equity from nonowner sources of $0.3 billion, partially
offset by cash dividends declared of $6.7 billion. The increase in the common
stockholder's equity ratio during the year reflected the above items, partially
offset by an increase in assets.

The total mandatorily redeemable securities of subsidiary trusts (trust
securities) which qualify as Tier 1 capital at December 31, 2002 and 2001 were
$1,095 million and $975 million, respectively. Interest expense on the trust
securities amounted to $76 million in both 2002 and 2001.

Citicorp's subsidiary depository institutions in the United States 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, 2002, all of Citicorp's subsidiary depository
institutions were "well capitalized" under the federal bank regulatory agencies'
definitions.

Citicorp 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 2003, without regulatory
approval, of approximately $6.4 billion, adjusted by the effect of their net
income (loss) for 2003 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, directly or through their parent holding company, of
approximately $5.4 billion of the available $6.4 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 (OTS) may be required if total dividends declared by a savings
association in any calendar year exceed amounts specified by that agency's
regulations.

CITIBANK, N.A. RATIOS

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

Citibank's net income for 2002 amounted to $6.4 billion. During 2002,
Citibank paid dividends of $8.1 billion to Citicorp (Citibank's parent company).

During 2002, Citibank issued an additional $0.8 billion of subordinated
notes to Citicorp that qualify for inclusion in Citibank's Tier 2 Capital. Total
subordinated notes issued to Citicorp that were outstanding at December 31, 2002
and included in Citibank's Tier 2 Capital amounted to $11.5 billion.

On January 8, 2002, the FRB issued final rules that govern the regulatory
treatment of merchant banking investments and certain similar equity
investments, including investments made by venture capital subsidiaries, in
nonfinancial companies held by bank holding companies with certain exclusions.
The new rules impose a capital charge that would increase in steps as the
banking organization's level of concentration in equity investments increases.
An 8% Tier 1 capital deduction applies on covered investments that in the
aggregate represent up to 15% of an organization's Tier 1 capital. For covered
investments that aggregate more than 25% of the organization's Tier 1

39

capital, a top marginal charge of 25% applies. The rules became effective
April 1, 2002 and were adopted for the quarter ended June 30, 2002. The new rule
had a minimal impact to Citicorp's ratio at December 31, 2002. For the quarter
ended December 31, 2002, the capital ratio impact of the $270 million capital
charge was substantially offset by the $3.2 billion net reduction in
risk-adjusted assets for the nonfinancial equity investments.

In December 2001, the Basel Committee on Banking Supervision (Committee)
announced that a new consultative package on the new Basel Capital Accord (new
Accord) would not be issued in early 2002, as previously indicated. Instead, the
Committee will first seek to complete a comprehensive impact assessment of the
draft proposal, after which a new consultative package will be issued. The
Committee launched a Quantitative Impact Study on October 1, 2002 which allowed
banks to perform a concrete and comprehensive assessment of how the Committee's
proposal will affect their organization. Banks were asked to submit their
findings by December 20, 2002. The new Accord, which will apply to all
"significant" banks, as well as to holding companies that are parents of banking
groups, is intended to be finalized in the fourth quarter of 2003, with
implementation of the new framework by year-end 2006. The Company is monitoring
the status and progress of the proposed rule.

On November 29, 2001, the FRB issued final rules regarding the regulatory
capital treatment of recourse, direct credit substitutes and residual interest
in asset securitizations. The rules require a deduction from Tier 1 capital for
the amount of credit-enhancing interest-only strips (a type of residual
interest) that exceeds 25% of Tier 1 capital, as well as requiring
dollar-for-dollar capital for residual interests not deducted from Tier 1
capital. These rules, which were fully implemented in the fourth quarter of
2002, reduced Citicorp's Tier 1 Capital Ratio by approximately 15 basis points.

In January 2003, FASB issued final accounting guidance in FIN 46 which will
require the consolidation of certain types of special purpose vehicles that
previously were recorded as off-balance sheet exposures. During 2003, the
federal bank regulatory agencies are expected to issue guidance clarifying how
this new requirement will be incorporated into the risk-based capital framework.
The Company is monitoring the status and progress of regulatory adoption of this
new rule. See "Significant Accounting Policies and Significant Estimates" on
page 6 and "Consolidation of Variable Interest Entities" on page 10 in the
"Future Applications of Accounting Standards" and Note 10 to the Consolidated
Financial Statements for a discussion of the Company's FIN 46 implementation.

Additionally, from time to time, the FRB and the FFIEC propose amendments
to, and issue interpretations of, risk-based capital guidelines and reporting
instructions. Such proposals or interpretations could, if implemented in the
future, affect reported capital ratios and net risk-adjusted assets. This
statement is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on page 23.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Exchange
Act) as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date). Based on such evaluation, such officers have concluded
that, as of the Evaluation Date, the Company's disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's reports filed or submitted under the
Exchange Act.

CHANGES IN INTERNAL CONTROLS

Since the Evaluation Date, there have not been any significant changes in
the Company's internal controls or in other factors that could significantly
affect such controls.

40

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholder
Citicorp:

We have audited the accompanying consolidated statement of financial
position of Citicorp and subsidiaries as of December 31, 2002 and 2001, 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,
2002, and the related consolidated statement of financial position of Citibank,
N.A. and subsidiaries as of December 31, 2002 and 2001. 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 auditing standards generally
accepted in the United States of America. 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, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2002, and the financial position of Citibank, N.A. and
subsidiaries as of December 31, 2002 and 2001, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, in 2002
Citicorp changed its methods of accounting for goodwill and intangible assets.
Also, as discussed in Note 1 to the consolidated financial statements, in 2001
Citicorp changed its methods of accounting for derivative instruments and
hedging activities, accounting for interest income and impairment on purchased
and retained beneficial interests in securitized financial assets, and
accounting for goodwill and intangible assets resulting from business
combinations consummated after June 30, 2001.

/s/ KPMG LLP

New York, New York
February 24, 2003

41

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME CITICORP AND SUBSIDIARIES

See Notes to the Consolidated Financial Statements.
42

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CITICORP AND SUBSIDIARIES

See Notes to the Consolidated Financial Statements.

43

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY CITICORP AND SUBSIDIARIES

(1) Includes contributions related to the GSB acquisition in 2002 and the
Banamex acquisition in 2001. See Note 3 to the Consolidated Financial
Statements.

(2) Refers to the adoption of SFAS 133 in the first quarter of 2001 and the
adoption of EITF 99-20 in the second quarter of 2001, resulting in
increases to equity from nonowner sources of $82 million and $88 million,
respectively.

See Notes to the Consolidated Financial Statements.

44

CONSOLIDATED STATEMENT OF CASH FLOWS CITICORP AND SUBSIDIARIES

See Notes to the Consolidated Financial Statements.

45

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CITIBANK, N.A. AND SUBSIDIARIES

(1) Amounts at December 31, 2002 and December 31, 2001 include the after-tax
amounts for net unrealized gains on investment securities of $408 million
and $17 million, respectively, for foreign currency translation of ($2.089)
billion and ($1.460) billion, respectively, and for cash flow hedges of
$1.160 billion and $156 million, respectively.

See Notes to the Consolidated Financial Statements.

46

CITICORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of Citicorp and
its subsidiaries (the Company). 20%- to 50%-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 income. Income from investments in less than 20%-owned companies is
generally recognized when dividends are received. Gains and losses on
disposition of branches, subsidiaries, affiliates, buildings, and other
investments and charges for management's estimate of impairment in their value
that is other than temporary, such that recovery of the carrying amount is
deemed unlikely, are included in other income.

The Company recognizes a gain or loss in the Consolidated Statement of
Income when a subsidiary issues its own stock to a third party at a price higher
or lower than the Company's proportionate carrying amount.

Certain amounts in prior years have been reclassified to conform to the
current year's presentation.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities denominated in non-U.S. dollar currencies are
translated into U.S. dollar equivalents using year-end spot foreign exchange
rates. Revenues and expenses are translated monthly at amounts that approximate
weighted average exchange rates, with resulting gains and losses included in
income. 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 income along with related hedge effects.
Hedges of foreign currency exposures include forward currency contracts and
designated issues of non-U.S. dollar debt.

USE OF ESTIMATES

The preparation of the Consolidated Financial Statements 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 Consolidated Financial Statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

CASH FLOWS

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

INVESTMENTS

Investments include fixed maturity and equity securities. Fixed maturities
include bonds, notes and redeemable preferred stocks, as well as certain
loan-backed and structured securities subject to prepayment risk. Equity
securities include common and non-redeemable preferred stocks. Fixed maturities
classified as "held to maturity" represent securities that the Company has both
the ability and the intent to hold until maturity and are carried at amortized
cost. Fixed maturity securities and marketable equity securities classified as
"available-for-sale" are carried at fair values, based primarily on quoted
market prices or if quoted market prices are not available, discounted expected
cash flows using market rates commensurate with the credit quality and maturity
of the investment, with unrealized gains and losses and related hedge effects
reported in a separate component of stockholders' equity, net of applicable
income taxes. Declines in fair value that are determined to be other than
temporary are charged to earnings. Accrual of income is suspended on fixed
maturities that are in default, or on which it is likely that future interest
payments will not be made as scheduled. Fixed maturities subject to prepayment
risk are accounted for using the retrospective method, where the principal
amortization and effective yield are recalculated each period based on actual
historical and projected future cash flows. Realized gains and losses on sales
of investments are included in earnings on a specific identified cost basis.

Citicorp's private equity subsidiaries include subsidiaries registered as
Small Business Investment Companies and 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 income.
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 held by these
subsidiaries 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.

REPURCHASE AND RESALE AGREEMENTS are treated as collateralized financing
transactions and are carried at the amounts at which the securities will be
subsequently reacquired or resold, including accrued interest, as specified in
the respective agreements. The Company'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.

TRADING ACCOUNT ASSETS AND LIABILITIES include securities, commodities and
derivatives and are carried at fair value, which is determined based upon quoted
prices when available, or under an alternative approach, such as matrix or model
pricing when market prices are not readily available. If quoted market prices
are not available for fixed maturity securities, derivatives or commodities, the
Company discounts the expected cash flows using market interest rates
commensurate with the credit quality and duration of the investment. Obligations
to deliver securities sold but not yet purchased are also carried at fair value
and included in trading account liabilities. The determination of 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. The fair

47

value of aged inventory is actively monitored and, where appropriate, is
discounted to reflect the implied illiquidity for positions that have been
available-for-immediate-sale for longer than 90 days. Changes in fair value of
trading account assets and liabilities are recognized in earnings. Interest
expense on trading account liabilities is reported as a reduction of interest
revenues.

Commodities include physical quantities of commodities involving future
settlement or delivery, and related gains or losses are reported as principal
transactions.

Derivatives used for trading purposes include interest rate, currency,
equity, credit, and commodity swap agreements, options, caps and floors,
warrants, and financial and commodity futures and forward contracts. The fair
value of derivatives is determined based upon liquid market prices evidenced by
exchange traded prices, broker/dealer quotations or prices of other transactions
with similarly rated counterparties. The fair value includes an adjustment for
individual counterparty credit risk and other adjustments, as appropriate, to
reflect liquidity and ongoing servicing costs. The fair values associated with
derivatives are reported net by counterparty, provided a legally enforceable
master netting agreement exists, and are netted across products and against cash
collateral when such provisions are stated in the master netting agreement.
Derivatives in a net receivable position, as well as options owned and warrants
held, are reported as trading account assets. Similarly, derivatives in a net
payable position, as well as options written and warrants issued, are reported
as trading account liabilities. Revenues generated from derivative instruments
used for trading purposes are reported as principal transactions and include
realized gains and losses, as well as unrealized gains and losses resulting from
changes in the fair value of such instruments. During the fourth quarter of
2002, the Company adopted Emerging Issues Task Force (EITF) Issue No. 02-3,
"Issues Involved in Accounting for Derivative Contracts Held for Trading
Purposes and Contracts Involved in Energy Trading and Risk Management
Activities" (EITF 02-3). Under EITF 02-3, recognition of a trading profit at
inception of a derivative transaction is prohibited unless the fair value of
that derivative is obtained from a quoted market price, supported by comparison
to other observable market transactions, or based upon a valuation technique
incorporating observable market data.

COMMISSIONS, UNDERWRITING AND PRINCIPAL TRANSACTIONS revenues and related
expenses are recognized in income on a trade date basis.

CONSUMER LOANS include loans managed by the Global Consumer business and PRIVATE
BANK. Consumer loans are generally written off not later than a predetermined
number of days past due primarily 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.

CORPORATE LOANS represent loans and leases managed by Global Corporate and
Investment Bank (GCIB), Global Investment Management's LIFE INSURANCE AND
ANNUITIES business and Proprietary Investment Activities. Corporate 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. In the case of
CitiCapital, loans and leases are identified as impaired when interest or
principal is past due no later than 120 days but interest ceases to accrue at 90
days. Any interest accrued on impaired corporate loans and leases, including
CitiCapital, is reversed at 90 days 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 corporate loans and leases are written down to the extent
that principal is judged to be uncollectible. Impaired collateral-dependent
loans and leases where repayment is expected to be provided solely by the sale
of 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.

LEASE FINANCING TRANSACTIONS

Loans include the Company'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 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 income.

SECURITIZATIONS

Citicorp securitizes, sells and services various consumer and corporate
loans. Interest in the securitized and sold loans may be retained in the form of
subordinated interest-only strips, subordinated tranches, spread accounts and
servicing rights. The securitization of consumer loans primarily includes the
sale of credit card receivables and mortgage loans. The Company retains a
seller's interest in the credit card receivables transferred to the trust, which
is not in securitized form. Accordingly, the seller's interest is carried on a
historical cost basis and classified as consumer loans. Retained interests in
securitized mortgage loans are classified as available-for-sale investments.
Other retained interests are primarily recorded as available-for-sale
investments. Gains or losses on securitization and sale depend in part on the
previous carrying amount of the loans involved in the transfer and are allocated
between the loans sold and the retained interests based on their relative fair
values at the date of sale. Gains are recognized at the time of securitization
and are reported in other income.

The Company values its securitized retained interests at fair value using
either financial models, quoted market prices or sales of similar assets. Where
quoted market prices are generally not available, the Company estimates the fair
value of these retained interests by determining the present value of future
expected cash flows using modeling techniques that incorporate management's best
estimates of key assumptions, including payment speeds, credit losses and
discount rates.

For each securitization entity with which the Company is involved, the
Company makes a determination of whether the entity should be considered a
subsidiary of the Company and be included in the Company's Consolidated
Financial Statements or whether the entity is sufficiently independent that it
does not need to be consolidated. If the securitization entity's activities are
sufficiently restricted to meet certain accounting requirements to be a
qualifying special purpose entity, the securitization entity is not consolidated
by Citicorp as seller of the transferred assets. For all other securitizations
in

48

which Citicorp participates, an evaluation is made of whether the Company
controls the entity by considering several factors, including how much of the
entity's ownership is in the hands of third-party investors, who controls the
securitization entity, and who reaps the rewards and bears the risks of the
entity. Only securitization entities controlled by Citicorp are consolidated.

For a transfer of financial assets to be considered a sale: financial
assets transferred by the Company must have been isolated from the seller, even
in bankruptcy or other receivership; the purchaser must have the right to sell
the assets transferred, or the purchaser must be a qualifying special purpose
entity meeting certain significant restrictions on its activities, whose
investors have the right to sell their ownership interests in the entity; and
the seller does not continue to control the assets transferred through an
agreement to repurchase them or have a right to cause the assets to be returned
(known as a call option). A transfer of financial assets that meets the sale
requirements is removed from the Company's Consolidated Statement of Financial
Position. If the conditions for sale are not met, the transfer is considered to
be a secured borrowing, the asset remains on the Company's Consolidated
Statement of Financial Position and the proceeds are recognized as the Company's
liability.

In determining whether financial assets transferred have, in fact, been
isolated from the Company, an opinion of legal counsel is generally obtained for
complex transactions or where the Company has continuing involvement with the
assets transferred or with the securitization entity. For sale treatment to be
appropriate, those opinions must state that the asset transfer would be
considered a sale and that the assets transferred would not be consolidated with
the Company's other assets in the event of the Company's insolvency. In the case
of asset transfers to certain master trust securitization entities, the Company
has until no later than June 30, 2006 to make the changes needed in the master
trusts' organizational structure and governing documents that are necessary to
meet these isolation requirements.

MORTGAGE SERVICING RIGHTS (MSRS), which are included with intangible assets on
the Consolidated Statement of Financial Position, are recognized as assets when
purchased or when the Company sells or securitizes loans acquired through
purchase or origination and retains the right to service the loans. Servicing
rights retained in the securitization of mortgage loans are measured by
allocating the carrying value of the loans between the assets sold and the
interests retained, based on the relative fair values at the date of
securitization. The fair values are determined using internally developed
assumptions comparable to quoted market prices. MSRs are amortized using a
proportionate cash flow method over the period of the related net positive
servicing income to be generated from the various portfolios purchased or loans
originated. The Company periodically estimates the fair value of MSRs by
discounting projected net servicing cash flows of the remaining servicing
portfolio considering market loan prepayment predictions and other economic
factors. Impairment of MSRs is evaluated on a disaggregated basis by type (i.e.,
fixed rate or adjustable rate) and by interest rate band, which are believed to
be the predominant risk characteristics of the Company's servicing portfolio.
Any excess of the carrying value of the capitalized servicing rights over the
fair value by stratum is recognized through a valuation allowance for each
stratum and charged to the provision for impairment on MSRs.

LOANS HELD-FOR-SALE

Credit card and other receivables and mortgage loans originated for sale
are classified as loans held-for-sale, which are accounted for at the lower of
cost or market value with net credit losses charged to other income.

ALLOWANCE FOR CREDIT LOSSES represents management's estimate of probable losses
inherent in the portfolio. 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 including unfunded commitments. 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.

In the corporate portfolio, larger-balance, non-homogeneous 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. Reserves are established
for these loans based upon an estimate of probable losses for individual
larger-balance, non-homogeneous loans deemed 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 and the fair value of collateral. The
allowance for credit losses attributed to the remaining portfolio is established
via a process that estimates the 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; and
geographic, industry, and other environmental factors. Management also considers
overall portfolio indicators including trends in internally risk-rated
exposures, classified exposures, cash-basis loans, historical and forecasted
write-offs, and a review of industry, geographic, and portfolio concentrations,
including current developments within those segments. In addition, management
considers the current business strategy and credit process, including credit
limit setting and compliance, credit approvals, loan underwriting criteria, and
loan workout procedures.

Each portfolio of smaller-balance, homogeneous loans, including consumer
mortgage, installment, revolving credit and most other consumer loans, is
collectively evaluated for impairment. The allowance for credit losses
attributed to these loans is established via a process that estimates the
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 that 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; and economic, geographical, product
and other environmental factors.

This evaluation includes an assessment of the ability of borrowers with
foreign currency obligations to obtain the foreign currency necessary for
orderly debt servicing.

GOODWILL represents an acquired company's acquisition cost less the fair value
of net tangible and intangible assets. Goodwill related to purchase acquisitions
completed prior to June 30, 2001 was amortized on a straight-line basis over its
estimated useful life through the end of 2001. Effective January 1, 2002,
amortization ceased on this goodwill. Goodwill related to purchase acquisitions
completed after June 30,

49

2001, principally Banamex, Golden State and EAB (as described in Note 3 to the
Consolidated Financial Statements), is not amortized. Goodwill is subject to
annual impairment tests whereby goodwill is allocated to the Company's reporting
units and an impairment is deemed to exist if the carrying value of a reporting
unit exceeds its estimated fair value. Furthermore, on any business
dispositions, goodwill is allocated to the business disposed of based on the
ratio of the fair value of the business disposed of to the fair value of the
reporting unit.

INTANGIBLE ASSETS, including MSRs, core deposit intangibles, present value of
future profits, purchased credit card relationships, other customer
relationships, and other intangible assets are amortized over their estimated
useful lives unless they are deemed to have indefinite useful lives. With the
adoption of SFAS 142, intangible assets deemed to have indefinite useful lives,
primarily certain asset management contracts and trade names, are not amortized
and are subject to annual impairment tests. An impairment exists if the carrying
value of the indefinite-lived intangible asset exceeds its fair value. The
accounting for mortgage servicing rights is discussed above. For other
intangible assets subject to amortization, an impairment is recognized if the
carrying amount is not recoverable and the carrying amount exceeds the fair
value of the intangible asset.

REPOSSESSED ASSETS

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

RISK MANAGEMENT ACTIVITIES -- DERIVATIVES USED FOR
NON-TRADING PURPOSES

The Company manages its exposures to market rate movements outside 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 as well as foreign exchange contracts. These end-user
derivatives are carried at fair value in other assets or other liabilities.

To qualify as a hedge, the hedge relationship is designated and formally
documented at inception detailing the particular risk management objective and
strategy for the hedge which includes the item and risk that is being hedged and
the derivative that is being used, as well as how effectiveness is being
assessed. A derivative must be highly effective in accomplishing the objective
of offsetting either changes in fair value or cash flows for the risk being
hedged. The effectiveness of these hedging relationships is evaluated on a
retrospective and prospective basis typically using quantitative measures of
correlation. If a hedge relationship is found to be ineffective, it no longer
qualifies as a hedge and any excess gains or losses attributable to such
ineffectiveness, as well as subsequent changes in fair value, are recognized in
other income.

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 asset, liability, firm commitment or
forecasted transaction may be an individual item or a portfolio of similar
items.

For fair value hedges, in which derivatives hedge the fair value of assets,
liabilities or firm commitments, changes in the fair value of derivatives are
reflected in other income, together with changes in the fair value of the
related hedged item. The net amount, representing hedge ineffectiveness, is
reflected in current earnings. Citicorp's fair value hedges are primarily the
hedges of fixed-rate long-term debt, loans and available-for-sale securities.

For cash flow hedges, in which derivatives hedge the variability of cash
flows related to floating rate assets, liabilities or forecasted transactions,
the accounting treatment depends on the effectiveness of the hedge. To the
extent these derivatives are effective in offsetting the variability of the
hedged cash flows, changes in the derivatives' fair value will not be included
in current earnings but are reported as other changes in stockholder's equity
from nonowner sources. These changes in fair value will be included in earnings
of future periods when earnings are also affected by the variability of the
hedged cash flows. To the extent these derivatives are not effective, changes in
their fair values are immediately included in other income. Citicorp's cash flow
hedges primarily include hedges of floating rate credit card receivables and
loans, rollovers of commercial paper and foreign currency denominated funding.
Cash flow hedges also include hedges of certain forecasted transactions up to a
maximum tenor of 30 years, although a substantial majority of the maturities is
under five years.

For net investment hedges, in which derivatives hedge the foreign currency
exposure of a net investment in a foreign operation, the accounting treatment
will similarly depend on the effectiveness of the hedge. The effective portion
of the change in fair value of the derivative, including any forward premium or
discount, is reflected in other changes in stockholder's equity from nonowner
sources as part of the foreign currency translation adjustment.

End-user derivatives that are economic hedges rather than qualifying as
hedges are also carried at fair value with changes in value included either as
an element of the yield or return on the economically hedged item or in other
income.

For those hedge relationships that are terminated, hedge designations that
are removed, or forecasted transactions that are no longer expected to occur,
the hedge accounting treatment described in the paragraphs above is no longer
applied. The end-user derivative is terminated or transferred to the trading
account. For fair value hedges, any changes to the hedged item remain as part of
the basis of the asset or liability and are ultimately reflected as an element
of the yield. For cash flow hedges, any changes in fair value of the end-user
derivative remain in other changes in stockholder's equity from nonowner sources
and are included in earnings of future periods when earnings are also affected
by the variability of the hedged cash flows. If the forecasted transaction is no
longer likely to occur, any changes in fair value of the end-user derivative are
immediately reflected in other income.

Prior to the adoption of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), on January 1, 2001 (see
Accounting Changes below), end-user derivatives designated in qualifying hedges
were accounted for consistent with the risk management strategy as follows.
Amounts payable and receivable on interest rate swaps and options were accrued
according to the contractual terms and included 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 were deferred until the contract was closed;
accumulated deferred amounts on futures contracts and amounts paid or received
at settlement of forward contracts were accounted for as elements of the
carrying value of the associated instrument, affecting the resulting yield.
End-user contracts related to instruments carried at fair value were 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 were reported in stockholders'
equity, after-tax.

50

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

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

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.

STOCK-BASED COMPENSATION

Prior to January 1, 2003, Citicorp applied Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), and related
interpretations in accounting for its stock-based compensation plans. Under
APB 25, there is generally no charge to earnings for employee stock option
awards because the options granted under these plans have an exercise price
equal to the market value of the underlying common stock on the grant date.
Alternatively, SFAS No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123), allows companies to recognize compensation expense over the related
service period based on the grant date fair value of the stock award.

On January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS 123, prospectively for all awards granted, modified, or
settled after December 31, 2002. The prospective method is one of the adoption
methods provided for under SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" issued in December 2002.

Had the Company applied SFAS 123 in accounting for Citigroup's stock option
plans, compensation expense and net income would have been the pro forma amounts
indicated below:

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. Deferred tax assets are recognized subject to
management's judgment that realization is more likely than not. The Company and
its wholly owned domestic subsidiaries file a consolidated federal income tax
return. Associates First Capital Corporation filed separate consolidated federal
income tax returns prior to the merger.

ACCOUNTING CHANGES

ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS

In the fourth quarter of 2002, the Company adopted SFAS No. 147,
"Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS 147
requires that business combinations involving depository financial
institutions within its scope, except for combinations between mutual
institutions, be accounted for under SFAS No. 141, "Business Combinations"
(SFAS 141). Previously, generally accepted accounting principles for
acquisitions of financial institutions provided for recognition of the excess
of the fair value of liabilities assumed over the fair value of tangible and
identifiable intangible assets acquired as an unidentifiable intangible
asset. Under SFAS 147, such excess is accounted for as goodwill. The impact
of adopting SFAS 147 did not materially affect the Consolidated Financial
Statements.

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Effective July 1, 2001, the Company adopted the provisions of SFAS 141
and certain provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142) as required for goodwill and indefinite-lived intangible
assets resulting from business combinations consummated after June 30, 2001.
The new rules required that all business combinations consummated after June
30, 2001 be accounted for under the purchase method. The nonamortization
provisions of the new rules affecting goodwill and intangible assets deemed
to have indefinite lives were effective for all purchase business
combinations completed after June 30, 2001.

On January 1, 2002, Citicorp adopted the remaining provisions of SFAS 142,
when the rules became effective for calendar year companies. Under the new
rules, effective January 1, 2002, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized, but are subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful
lives.

The Company has performed the required impairment tests of goodwill and
indefinite-lived intangible assets and there was no impairment.

TRANSFERS AND SERVICING OF FINANCIAL ASSETS

In September 2000, FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, a replacement
of FASB Statement No. 125" (SFAS 140).

In July 2001, FASB issued Technical Bulletin No. 01-1, "Effective Date for
Certain Financial Institutions of Certain Provisions of Statement 140 Related to
the Isolation of Transferred Assets."

Certain provisions of SFAS 140 require that the structure for transfers of
financial assets to certain securitization vehicles be modified to comply with
revised isolation guidance for institutions subject to receivership by the
Federal Deposit Insurance Corporation. These provisions are effective for
transfers taking place after December 31, 2001, with an additional transition
period ending no later than September 30, 2006 for transfers to certain master
trusts. It is not expected that these provisions will materially affect the
financial

51

statements. SFAS 140 also provides revised guidance for an entity to be
considered a qualifying special purpose entity.

IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

On January 1, 2002, Citicorp adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144), when the rule became
effective for calendar year companies. SFAS 144 establishes additional criteria
as compared to existing generally accepted accounting principles to determine
when a long-lived asset is held-for-sale. It also broadens the definition of
"discontinued operations," but does not allow for the accrual of future
operating losses, as was previously permitted. The impact of adopting SFAS 144
was not material.

ADOPTION OF EITF 02-3

During the fourth quarter of 2002, the Company adopted EITF Issue No. 02-3,
"Issues Involved in Accounting for Derivative Contracts Held for Trading
Purposes and Contracts Involved in Energy Trading and Risk Management
Activities" (EITF 02-3). Under EITF 02-3, recognition of a trading profit at
inception of a derivative transaction is prohibited unless the fair value of
that derivative is obtained from a quoted market price, supported by comparison
to other observable market transactions, or based upon a valuation technique
incorporating observable market data. The initial adoption of EITF 02-3 in the
fourth quarter of 2002 was not material to the Company's Consolidated Financial
Statements for the year ended December 31, 2002. FASB continues to discuss the
ongoing impact of EITF 02-3 on the valuation of derivative transactions
subsequent to inception.

ADOPTION OF EITF 99-20

During the second quarter of 2001, the Company adopted EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets" (EITF 99-20). EITF 99-20
provides new guidance regarding income recognition and identification and
determination of impairment on certain asset-backed securities. The initial
adoption resulted in a cumulative adjustment of $111 million after-tax, recorded
as a charge to earnings, and an increase of $88 million included in other
changes in stockholder's equity from nonowner sources.

DERIVATIVES AND HEDGE ACCOUNTING

On January 1, 2001, Citicorp adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). This Statement
changed the accounting treatment of derivative contracts (including foreign
exchange contracts) that are employed to manage risk outside of Citicorp's
trading activities, as well as certain derivative instruments embedded in other
contracts. SFAS 133 requires that all derivatives be recorded on the balance
sheet at their fair value. The treatment of changes in the fair value of
derivatives depends on the character of the transaction, including whether it
has been designated and qualifies as part of a hedging relationship. The
majority of Citicorp's derivatives are entered into for trading purposes and
were not impacted by the adoption of SFAS 133. The cumulative effect of adopting
SFAS 133 at January 1, 2001 was an after-tax charge of $33 million included in
net income and an increase of $82 million included in other changes in
stockholder's equity from nonowner sources.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On January 1, 2003, Citicorp adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that
a liability for costs associated with exit or disposal activities, other than in
a business combination, be recognized when the liability is incurred. Previous
generally accepted accounting principles provided for the recognition of such
costs at the date of management's commitment to an exit plan. In addition, SFAS
146 requires that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31, 2002. It
is not expected that SFAS 146 will materially affect the financial statements.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, the FASB released FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). This Interpretation
changes the method of determining whether certain entities, including
securitization entities, should be included in the Company's Consolidated
Financial Statements. An entity is subject to FIN 46 and is called a variable
interest entity (VIE) if it has (1) equity that is insufficient to permit the
entity to finance its activities without additional subordinated financial
support from other parties, or (2) equity investors that cannot make significant
decisions about the entity's operations, or that do not absorb the expected
losses or receive the expected returns of the entity. All other entities are
evaluated for consolidation under SFAS No. 94, "Consolidation of All
Majority-Owned Subsidiaries." A VIE is consolidated by its primary beneficiary,
which is the party involved with the VIE that has a majority of the expected
losses or a majority of the expected residual returns or both.

The provisions of FIN 46 are to be applied immediately to VIEs created
after January 31, 2003, and to VIEs in which an enterprise obtains an interest
after that date. For VIEs in which an enterprise holds a variable interest that
it acquired before February 1, 2003, FIN 46 applies in the first fiscal period
beginning after June 15, 2003. For any VIEs that must be consolidated under FIN
46 that were created before February 1, 2003, the assets, liabilities and
noncontrolling interest of the VIE would be initially measured at their carrying
amounts with any difference between the net amount added to the balance sheet
and any previously recognized interest being recognized as the cumulative effect
of an accounting change. If determining the carrying amounts is not practicable,
fair value at the date FIN 46 first applies may be used to measure the assets,
liabilities and noncontrolling interest of the VIE. FIN 46 also mandates new
disclosures about VIEs, some of which are required to be presented in financial
statements issued after January 31, 2003.

The Company is evaluating the impact of applying FIN 46 to existing VIEs in
which it has variable interests and has not yet completed this analysis. The
Company is considering restructuring alternatives that would enable certain VIEs
to meet the criteria for non-consolidation. However, at this time, it is
anticipated that the effect on the Company's Consolidated Statement of Financial
Position could be an increase of $55 billion to assets and liabilities,
primarily due to several multi-seller finance companies administered by the
Company and certain structured investment vehicles if these non-consolidation
alternatives are not viable. If consolidation is required, the future viability
of these businesses will be assessed. As we continue to evaluate the impact of
applying FIN 46, additional entities may be identified that would need to be
consolidated by the Company. See Note 10 to the Consolidated Financial
Statements.

52

GUARANTEES AND INDEMNIFICATIONS

In November 2002, FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires that, for
guarantees within the scope of FIN 45 issued or amended after December 31, 2002,
a liability for the fair value of the obligation undertaken in issuing the
guarantee be recognized. FIN 45 also requires additional disclosures in
financial statements for periods ending after December 15, 2002. Accordingly,
these new disclosures are included in Note 21 to the Consolidated Financial
Statements. It is not expected that the recognition and measurement provisions
of FIN 45 will have a material effect on the Company's financial position or
operating results.

2. GOODWILL AND INTANGIBLE ASSETS

Net income for 2001 and 2000 adjusted to exclude amortization expense
(after-tax) related to goodwill and indefinite-lived intangible assets that are
no longer amortized are as follows:

During 2002, no goodwill was impaired or written off. The Company recorded
goodwill of $4.385 billion during the fourth quarter of 2002 in connection with
the acquisition of Golden State Bancorp. The Company also recorded goodwill of
$41 million during the 2002 second quarter and $74 million during the 2002 first
quarter in connection with the consumer finance acquisitions of Marufuku Co.,
Ltd. and Taihei Co., Ltd., respectively, in Japan. Additionally, in January
2002, Banamex completed the purchase of the remaining 48% interest in Seguros
Banamex, a life insurance business, and AFORE Banamex, a pension fund management
business, from AEGON for $1.24 billion which resulted in additional goodwill of
$1.14 billion in the Global Investment Management segment.

The changes in goodwill during 2002 were as follows:

(1) Other changes in goodwill include foreign exchange effects on
non-dollar-denominated goodwill, purchase accounting adjustments and
certain other reclassifications.

At December 31, 2002, $425 million of the Company's acquired trade names
were considered to be indefinite-lived and not subject to amortization. All
other acquired intangible assets are subject to amortization.

The components of intangible assets were as follows:

(1) Accumulated amortization of mortgage servicing rights includes the related
valuation allowance. See Note 10 to the Consolidated Financial Statements.
(2) Includes contract-related intangible assets.

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The intangible assets recorded during 2002 and their respective amortization
periods were as follows:

(1) Mortgage servicing rights acquired during 2002 will be amortized on an
accelerated basis over 30 years, the contractual life of certain underlying
loans. The majority of these mortgage servicing rights will be amortized
within five years.
(2) Present value of future profits acquired during 2002 will be amortized on
an accelerated basis over 22 years.
(3) There was no significant residual value estimated for the intangible assets
recorded during 2002.

Intangible assets amortization expense was $803 million, $726 million and
$543 million for 2002, 2001 and 2000, respectively. Intangible assets
amortization expense is estimated to be $950 million in 2003, $800 million in
2004, $730 million in 2005, $660 million in 2006, and $600 million in 2007.

3. BUSINESS DEVELOPMENTS

ACQUISITION OF GOLDEN STATE BANCORP

On November 6, 2002, Citigroup completed its acquisition of 100% of
Golden State Bancorp (GSB) in a transaction in which Citigroup paid
approximately $2.3 billion in cash and issued 79.5 million Citigroup common
shares. The total transaction value of approximately $5.8 billion was based
on the average prices of Citigroup shares, as adjusted for the effect of the
TPC distribution, for the two trading days before and after May 21, 2002, the
date the terms of the acquisition were agreed to and announced. The results
of GSB are included from November 2002 forward. GSB was the parent company of
California Federal Bank, the second-largest thrift in the U.S. and, through
its First Nationwide Mortgage business, the eighth-largest mortgage servicer.
The acquisition enabled the Company to increase market share and branch
presence in California and Nevada. In addition, the acquisition enabled
Citigroup to expand its national prime mortgage business.

ACQUISITION OF BANAMEX

In August 2001, Citicorp completed its acquisition of Grupo Financiero
Banamex-Accival (Banamex), a leading Mexican financial institution, for
approximately $12.5 billion in cash and Citigroup stock. On September 24, 2001,
Citicorp became the holder of 100% of the issued and outstanding ordinary shares
of Banamex following a share redemption by Banamex. Banamex's and Citicorp's
banking operations in Mexico have been integrated and conduct business under the
"Banamex" brand name.

ACQUISITION OF EAB

On July 17, 2001, Citibank completed its acquisition of European American
Bank (EAB), a New York State-chartered bank, for $1.6 billion plus the
assumption of $350 million in EAB preferred stock.

ACQUISITION OF ASSOCIATES

On November 30, 2000, Citigroup completed its acquisition of Associates
First Capital Corporation (Associates). The acquisition was consummated through
a merger of a subsidiary of Citigroup with and into Associates (with Associates
as the surviving corporation) pursuant to which each share of Associates common
stock became a right to receive .7334 of a share of Citigroup common stock
(534.5 million shares). Subsequent to the acquisition, Associates was
contributed to and became a wholly owned subsidiary of Citicorp and Citicorp
issued a full and unconditional guarantee of the outstanding long-term debt
securities and commercial paper of Associates. Associates' debt securities and
commercial paper are no longer separately rated. The acquisition was accounted
for as a pooling of interests.

4. BUSINESS SEGMENT INFORMATION

Citicorp's businesses provide a broad range of financial services to
consumer and corporate customers around the world. The Company's activities are
conducted through the Global Consumer, Global Corporate and Investment Bank,
Global Investment Management, and Proprietary Investment Activities business
segments. These segments reflect the characteristics of its products and
services and the clients to which those products or services are delivered.

The Global Consumer segment includes a global, full-service consumer
franchise delivering a wide array of banking, lending, insurance and investment
services through a network of local branches, offices and electronic delivery
systems.

The businesses included in the Company's Global Corporate and Investment
Bank segment provide corporations, governments, institutions, and investors in
over 100 countries and territories with a broad range of banking and financial
products and services.

The Global Investment Management segment offers a broad range of life
insurance, annuity and asset management products and services from global
investment centers around the world, including credit, life, disability and
other insurance products, mutual funds, managed accounts, variable annuities,
pension administration, and personalized wealth management services
distributed to institutional, high-net-worth, and retail clients.

The Proprietary Investment Activities segment includes the Company's
private equity activities, realized investment gains and losses from certain
insurance-related investments, results from certain proprietary 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, corporate staff and other corporate expenses,
certain intersegment eliminations, and the remainder of Internet-related
development activities, and taxes not allocated to the other business segments.
The accounting policies of these reportable segments are the same as those
disclosed in Note 1 to the Consolidated Financial Statements.

54

The following table presents certain information regarding these segments:

(1) Includes total revenues, net of interest expense, in the United States of
$30.0 billion, $24.8 billion, and $22.9 billion, in Mexico of $4.2 billion,
$2.3 billion, and $603 million and in Japan of $4.3 billion, $4.0 billion,
and $3.7 billion in 2002, 2001, and 2000, respectively. There were no other
individual foreign countries that were material to total revenues, net of
interest expense.
(2) Includes provisions for benefits, claims and credit losses in the Global
Consumer results of $7.4 billion, $5.6 billion and $4.6 billion, in the
Global Corporate and Investment Bank results of $2.8 billion, $1.5
billion and $948 million, in the Global Investment Management results of
$325 million, $215 million and $112 million, and in the Corporate/Other
results of ($2) million, $484 million and $587 million, for 2002, 2001
and 2000, respectively. Includes provision for credit losses in the
Proprietary Investment Activity results of $31 million and $7 million in
2002 and 2000, respectively.
(3) For 2001, the Company recognized after-tax charges of $33 million and $111
million for the cumulative effect of accounting changes related to the
implementation of SFAS 133 and EITF 99-20, respectively.

5. INVESTMENTS

(1) Reclassified to conform to the 2002 presentation.

The amortized cost and fair value of investments in fixed maturities and equity
securities at December 31, were as follows:

(1) Reclassified to conform to the 2002 presentation.
(2) Recorded at amortized cost.
(3) Includes non-marketable equity securities carried at cost, which are
reported in both the amortized cost and fair value columns.

55

The following table presents the amortized cost, fair value, and average
yield on amortized cost of fixed maturity securities by contractual maturity
dates as of December 31, 2002:

(1) Includes mortgage-backed securities of U.S. federal agencies.
(2) Investments with no stated maturities are included as contractual
maturities of greater than 10 years. Actual maturities may differ due to
call or prepayment rights.
(3) Includes foreign government, U.S. corporate, mortgage-backed securities
issued by U.S. corporations, and other debt securities. Yields reflect the
impact of local interest rates prevailing in countries outside the U.S.

The following table presents interest and dividends on investments:

The following table presents realized gains and losses on investments:

The following table presents venture capital investment gains and losses:

6. TRADING ACCOUNT ASSETS AND LIABILITIES

Trading account assets and liabilities, at market value, consisted of the
following at December 31:

(1) Net of master netting agreements.

7. TRADING-RELATED REVENUE

Trading-related revenue consists of foreign exchange and trading account
revenues and net interest revenue associated with trading activities. Foreign
exchange and trading account revenues consist of realized and unrealized gains
and losses from trading activities. The following table presents trading-related
revenue for the years ended December 31:

(1) Includes revenues from derivatives and government securities and corporate
debt, municipal securities, preferred stock, mortgage securities, and
other debt instruments.
(2) Primarily derivatives and warrant-related activity.
(3) Includes revenues from foreign exchange spot, forward, option and swap
contracts.
(4) Primarily commodities.
(5) Primarily includes foreign exchange and fixed income.

The following table reconciles foreign exchange and trading account
revenues on the Consolidated Statement of Income to trading-related revenue for
the years ended December 31:

56

8. LOANS

(1) Reclassified to conform to the 2002 presentation.
(2) Loans secured primarily by real estate.
(3) Includes loans not otherwise separately categorized.

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 future cash flows
discounted at the loan's contractual effective rate, the secondary market value
of the loan and the fair value of collateral. The following table presents
information about impaired loans:

(1) Reclassified to conform to the 2002 presentation.
(2) Primarily middle market loans managed by the consumer business in 2002 and
2001. Primarily commercial real estate loans related to community and
private banking activities in 2000.
(3) Included in the allowance for credit losses.

9. ALLOWANCE FOR CREDIT LOSSES

(1) Includes amounts recorded under credit default swaps purchased from third
parties.
(2) 2002 primarily includes the addition of $452 million of credit loss
reserves related to the acquisition of GSB. 2001 primarily includes the
addition of credit loss reserves related to the acquisitions of Banamex and
EAB. 2000 also includes the addition of allowance for credit losses related
to other acquisitions. All periods also include the impact of foreign
currency translation.
(3) Represents additional reserves recorded as other liabilities on the balance
sheet.

10. SECURITIZATION ACTIVITIES

Citicorp and its subsidiaries securitize primarily credit card receivables
and mortgages. Other types of assets securitized include home equity loans, auto
loans and student loans.

After securitizations of credit card receivables, the Company continues to
maintain credit card customer account relationships and provides servicing for
receivables transferred to the trusts. The Company also arranges for third
parties to provide credit enhancement to the trusts, including cash collateral
accounts, subordinated securities and letters of credit. As specified in certain
of the sale agreements, the net revenue collected each month is accumulated 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
predetermined amount is reached, net revenue is passed directly to the Citicorp
subsidiary that sold the receivables.

57

The Company provides a wide range of mortgage and other loan products to a
diverse customer base. In connection with these loans, the Company may retain
servicing rights which entitle the Company to a future stream of cash flows
based on the outstanding principal balances of the loans and the contractual
servicing fee. Failure to service the loans in accordance with contractual
requirements may lead to a termination of the servicing rights and the loss of
future servicing fees. In non-recourse servicing, the principal credit risk to
the servicer is the cost of temporary advances of funds. In recourse servicing,
the servicer agrees to share credit risk with the owner of the mortgage loans
such as FNMA or FHLMC or with a private investor, insurer or guarantor. Losses
on recourse servicing occur primarily when foreclosure sale proceeds of the
property underlying a defaulted mortgage are less than the outstanding principal
balance and accrued interest of the loan and the cost of holding and disposing
of the underlying property.

The Company also originates and sells first mortgage loans in the ordinary
course of its mortgage banking activities. The Company sells certain of these
loans to the Government National Mortgage Association (GNMA) with the servicing
rights retained. GNMA has the primary recourse obligation on the individual
loans; however, GNMA's recourse obligation is capped at a fixed amount per loan.
Any losses above that fixed amount are borne by Citicorp as the seller/servicer.

The following table summarizes certain cash flows received from and paid to
securitization trusts during 2002, 2001 and 2000:

(1) Other includes auto loans, student loans and other assets.

The Company recognized gains on securitizations of mortgages of $267
million, $258 million, and $45 million for 2002, 2001, and 2000, respectively.
In 2002, the Company recorded net gains of $425 million related to the
securitization of credit card receivables as a result of changes in estimates in
the timing of revenue recognition on securitizations. Gains recognized on the
securitization of other assets during 2002 and 2000 were $35 million and $93
million, respectively, and no gains were recognized in 2001.

Key assumptions used for credit cards, mortgages and other assets during
2002 in measuring the fair value of retained interests at the date of sale or
securitization follow:

(1) Other includes student loans and other assets.

As required by SFAS 140, the effect of two negative changes in each of the
key assumptions used to determine the fair value of retained interests must be
disclosed. The negative effect of each change in each assumption must be
calculated independently, holding all other assumptions constant. Because the
key assumptions may not in fact be independent, the net effect of simultaneous
adverse changes in the key assumptions may be less than the sum of the
individual effects shown below.

At December 31, 2002, the key assumptions used to value retained interests
and the sensitivity of the fair value to adverse changes of 10% and 20% in each
of the key assumptions were as follows:

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MANAGED LOANS

The Company continues to manage certain credit card portfolios after they
have been securitized. The following table presents the total loan amounts
managed, the portion of those portfolios securitized, and delinquencies (loans
which are 90 days or more past due) at December 31, 2002 and 2001, and credit
losses, net of recoveries, for 2002, 2001 and 2000.

(1) Includes loans held-for-sale.

SERVICING RIGHTS

The fair value of capitalized mortgage loan servicing rights was $1.6
billion and $1.2 billion at December 31, 2002 and 2001, respectively. The
following table summarizes the changes in capitalized mortgage servicing rights
(MSR):

(1) The valuation allowance on capitalized MSRs was $1.3 billion and
$153 million at December 31, 2002 and 2001, respectively.
(2) The Company utilizes various financial instruments including swaps, option
contracts, futures, principal only securities and forward rate agreements
to manage and reduce its exposure to changes in the value of MSRs. The
provision for impairment does not include the impact of these instruments
which serve to protect the overall economic value of the MSRs.

VARIABLE INTEREST ENTITIES

FIN 46 introduces a new concept of a variable interest entity (VIE), which
is defined as an entity (1) that has a total equity investment at risk that is
not sufficient to finance its activities without additional subordinated
financial support from other parties, or (2) where the group of equity owners
does not have the ability to make significant decisions about the entity's
activities through voting or similar rights, or the obligation to absorb the
entity's expected losses, or the right to receive the entity's expected residual
returns. FIN 46 exempts certain entities from its scope. These exemptions
include: transferors to qualifying special-purpose entities (QSPEs) meeting the
requirements of SFAS 140 and all other parties to a QSPE, unless those parties
can unilaterally liquidate the QSPE or change the entity so that it no longer
qualifies as a QSPE; investment companies registered under the Investment
Company Act of 1940 (RIC) will not consolidate any entity that is not also a
RIC; employee benefit plans accounted for under the SFAS No. 87, "Employers'
Accounting for Pensions," SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and SFAS No. 112, " Employers'
Accounting for Postemployment Benefits"; and separate accounts of life insurance
entities. The Company's securitizations of credit card receivables, mortgage
loans, home equity, auto and student loans use trust arrangements that meet the
specified conditions of SFAS 140 to be considered QSPEs. Accordingly, these
trusts are not subject to the provisions of FIN 46.

The Company is a party to numerous entities that may be considered to be
VIEs. These include multi-seller finance companies, structured finance
transactions, and various investment funds. The Company acts as intermediary or
agent for its corporate clients, assisting them in obtaining sources of
liquidity, by selling the clients' trade receivables or other financial assets
to a VIE.

The Company administers several third-party owned, special purpose,
multi-seller finance companies (commercial paper conduits) that purchase pools
of trade receivables, credit cards, and other financial assets from third-party
clients of the Company. As administrator, the Company provides accounting,
funding, and operations services to these conduits. The Company has no ownership
interest in the conduits. The clients continue to service the transferred
assets. The conduits' asset purchases are funded by issuing commercial paper and
medium-term notes. Clients absorb the first losses of the conduit by providing
collateral in the form of excess assets. The Company along with other financial
institutions provides liquidity facilities, such as commercial paper backstop
lines of credit to the conduits. The Company also provides second loss
enhancement in the form of letters of credit and other guarantees. At
December 31, 2002 and 2001, total assets of the conduits were $49 billion and
$52 billion, respectively, and liabilities were $49 billion and $52 billion,
respectively. In addition, the Company participates in providing liquidity
backstop lines of credit to conduits administered by other financial
institutions with assets totaling $2.9 billion at December 31, 2002.

CREATION OF OTHER INVESTMENT AND FINANCING PRODUCTS

The Company packages and securitizes assets purchased in the financial
markets in order to create new security offerings for institutional and private
bank clients as well as retail customers, including hedge funds, mutual funds,
and other investment funds that match the clients' investment needs and
preferences. The funds may be credit-enhanced by excess assets in the investment
pool or by third-party insurers assuming the risks of the underlying assets,
thus reducing the credit risk assumed by the investors and diversifying
investors' risk to a pool of assets as compared with investments in individual
assets. In a limited number of cases, the Company may guarantee the return of
principal to investors. The Company typically manages the funds for market-rate
fees. In addition, the Company may be one of several liquidity providers to the
funds and may place the securities with investors. Many investment funds are
organized as RICs, corporations or partnerships with sufficient capital to fund
their operations without additional credit support. Accordingly, the Company
expects that many of these funds will ultimately be determined not to be VIEs.

The Company has also established a number of investment funds as
opportunities for qualified employees to invest in venture capital investments.
The Company acts as investment manager to these funds and may provide employees
with financing on both a recourse and non-recourse basis for a portion of the
employees' investment commitments.

59

The Company also creates VIEs to facilitate financing transactions for
clients. These include leasing and capital structuring transactions. At December
31, 2002, such transactions involved VIEs with approximately $21.7 billion in
assets.

The following table summarizes the Company's involvement in VIEs by
business segment at December 31, 2002 both as direct participant or structurer:

BUSINESS SEGMENTS

(1) Global Consumer includes five VIEs with assets of $1.8 billion that are
consolidated at December 31, 2002.
(2) Global Corporate and Investment Bank includes 383 VIEs with assets of $8.5
billion that are consolidated at December 31, 2002.
(3) Many investment funds are organized as RICs, corporations or partnerships
with sufficient capital to fund their operations without additional credit
support. Accordingly, the Company expects that many of these funds will
ultimately be determined not to be VIEs.
(4) Global Investment Management includes one VIE with assets of $1.0 billion
that are consolidated at December 31, 2002.
(5) Proprietary Investment Activities includes two VIEs with assets of $0.8
billion that are consolidated at December 31, 2002.

Some of the Company's private equity subsidiaries may invest in venture
capital entities that may also be subject to this interpretation and are not
included in the table above. The Company may, along with other financial
institutions, provide liquidity facilities, such as commercial paper backstop
lines of credit to the VIEs. The Company may be a party to derivative contracts
with VIEs, may provide second loss enhancement in the form of letters of credit
and other guarantees to the VIEs, and may also have an ownership interest in
certain VIEs. At December 31, 2002, the Company's maximum exposure to loss as a
result of its involvement with VIEs is approximately $59 billion. For this
purpose, maximum exposure is considered to be the notional amounts of credit
lines, guarantees, other credit support, and liquidity facilities, the notional
amounts of credit default swaps and certain total return swaps, and the amount
invested where Citicorp has an ownership interest in the VIEs. In addition, the
Company may be a party to other derivative contracts with VIEs. However, actual
losses are not expected to be material. Exposures that are considered to be
guarantees are also included in Note 21 to the Consolidated Financial
Statements.

11. PURCHASED FUNDS AND OTHER BORROWINGS

PURCHASED FUNDS AND OTHER BORROWINGS(1)

(1) Original maturities of less than one year.

12. LONG-TERM DEBT

LONG-TERM DEBT(1)

(1) Includes 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 51% in 2002 and 71% in 2001 of subsidiary long-term debt was
guaranteed by Citicorp, and of the debt not guaranteed by Citicorp,
approximately 31% in 2002 and 50% in 2001 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.

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 7.100% of
Junior Subordinated Deferrable Interest Debentures of Citicorp due 2028.

Citicorp utilizes derivative contracts, primarily interest-rate swaps, to
effectively convert a portion of its fixed rate debt to variable debt, and
variable debt to fixed. The maturity structure of the derivatives generally
corresponds with the maturity structure of the debt being hedged. At year-end
2002, Citicorp's overall weighted average rate for long-term debt was 5.45% on a
contractual basis and 4.13% including the effects of derivative contracts. In
addition, Citicorp utilizes other

60

derivative contracts to manage the foreign exchange impact of certain debt
issuances.

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

13. RESTRUCTURING- AND MERGER-RELATED ITEMS

During 2002, Citicorp recorded restructuring charges of $65 million. Of the
$65 million, $42 million related to the downsizing of Global Consumer and GCIB
operations in Argentina, and $23 million related to the acquisition of GSB and
the integration of its operations within the Global Consumer business. These
restructuring charges were expensed and are included in "Restructuring- and
merger-related items" in the Consolidated Statement of Income. In addition, a
restructuring reserve of $186 million was recognized as a liability in the
purchase price allocation of GSB related to the integration of operations and
operating platforms. These restructuring initiatives are expected to be
implemented over the next year. The 2002 reserves included $150 million related
to employee severance and $101 million related to exiting leasehold and other
contractual obligations.

The 2002 reserves included $108 million of employee severance related to
the GSB acquisition reflecting the cost of eliminating approximately 2,700
positions in Citicorp's Global Consumer business in the U.S.

The 2002 restructuring reserve utilization of $68 million related to
severance costs which were paid in cash. Through December 31, 2002,
approximately 100 gross staff positions have been eliminated in connection with
the GSB acquisition.

During 2001, Citicorp recorded restructuring charges of $315 million. Of
the $315 million, $186 million related to the downsizing of certain functions in
the GCIB and Global Consumer businesses in order to align their cost structures
with current market conditions and $129 million related to the acquisition of
Banamex and the integration of its operations. In addition, a restructuring
reserve of $112 million was recorded in connection with the acquisition of
Banamex and recognized as a liability in the purchase price allocation of
Banamex. The total Banamex reserves of $241 million include costs related to
downsizing the reconfiguration of branch operations in Mexico, and the
integration of operations and operating platforms. These restructuring
initiatives are in process. The reserves included $299 million related to
employee severance, $63 million related to exiting leasehold and other
contractual obligations, and $65 million of asset impairment charges.

The $299 million related to employee severance reflects the cost of
eliminating approximately 10,160 positions, including 4,200 in Citicorp's Global
Consumer business and 3,600 in Banamex related to the acquisition, and 1,300 in
the Global Consumer business and 1,060 in the GCIB business related to other
restructuring initiatives. Approximately 1,220 of these positions were in the
United States.

The 2001 restructuring reserve utilization included $65 million of asset
impairment charges as well as $288 million of severance and other costs (of
which $219 million of employee severance and $34 million of leasehold and other
exit costs have been paid in cash and $35 million is legally obligated),
together with translation effects. Through December 31, 2002, approximately
10,600 gross staff positions have been eliminated under these programs.

During 2000, Citicorp recorded restructuring charges of $576 million,
primarily consisting of exit costs related to the acquisition of Associates. The
charges included $238 million related to employee severance, $154 million
related to exiting leasehold and other contractual obligations, and $184 million
of asset impairment charges.

Of the $576 million charge, $474 million related to the acquisition of
Associates included the reconfiguration of certain branch operations, the exit
from non-strategic businesses and from activities as mandated by federal bank
regulations, and the consolidation and integration of corporate, middle and back
office functions. In the Global Consumer business, $51 million includes the
reconfiguration of certain branch operations outside the U.S. and the downsizing
and consolidation of certain back office functions in the U.S. Approximately
$440 million of the $576 million charge related to operations in the United
States.

The $238 million portion of the charge related to employee severance
reflects the costs of eliminating approximately 5,600 positions, including
approximately 4,600 in Associates and 700 in the Global Consumer business.
Approximately 4,900 of these positions were in the United States. In 2000, an
additional reserve of $23 million was recorded, $20 million of which related to
the elimination of 1,600 non-U.S. positions of an acquired entity.

As of December 31, 2002, the 2000 restructuring reserve was fully utilized,
including $184 million of asset impairment charges and $362 million of severance
and other exit costs (of which $187 million of employee severance and $132
million of leasehold and other exit costs have been paid in cash and $43 million
is legally obligated), together with translation effects. Through December 31,
2002, approximately 6,400 staff positions were eliminated under these programs.

During 2000, the Company also recorded $158 million of merger-related costs
which included legal, advisory, and SEC filing fees, as well as other costs of
administratively closing the acquisition of Associates.

The implementation of these restructuring initiatives also caused certain
related premises and equipment assets to become redundant. The remaining
depreciable lives of these assets were shortened, and accelerated depreciation
charges (in addition to normal scheduled depreciation on those assets) of $8
million, $61 million and $68 million were recognized in 2002, 2001 and 2000,
respectively.

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The status of the 2002, 2001, and 2000 restructuring initiatives is
summarized in the following table:

RESTRUCTURING RESERVE ACTIVITY

(1) Represents additions to restructuring liabilities arising from
acquisitions.

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

Changes in estimates are attributable to facts and circumstances arising
subsequent to an original restructuring charge. Changes in estimates
attributable to lower than anticipated costs of implementing certain projects
and a reduction in the scope of certain initiatives during 2002 resulted in the
reduction of the reserve for 2002 restructuring initiatives of $2 million, 2001
restructuring initiatives of $27 million, and a $24 million reduction in the
reserve for 2000 initiatives. In addition, during 2002, changes in estimates
resulted in the reduction of reserves for prior-period initiatives of $26
million. During 2001, changes in estimates resulted in the reduction of the
reserve for 2001 restructuring initiatives of $5 million, a reduction of $29
million for 2000 restructuring initiatives and a reduction of $6 million for
prior restructuring initiatives. During 2000, changes in estimates resulted in
reductions in the reserve for 1998 restructuring initiatives of $64 million.

14. INCOME TAXES

Following are the components of total income tax expense broken out between
the various categories of income and stockholder's equity in which the income
tax expense is reported:

(1) Includes the effect of securities transactions resulting in a provision of
($130) million in 2002, $27 million in 2001, and $292 million in 2000.

The reconciliation of the federal statutory income tax rate to the
Company's effective income tax rate applicable to income from continuing
operations (before minority interest and the cumulative effect of accounting
changes) for the years ended December 31 was as follows:

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Deferred income taxes at December 31 related to the following:

Foreign pretax earnings approximated $8.4 billion in 2002, $7.7 billion in
2001, and $6.9 billion in 2000. As a U.S. corporation, Citicorp is subject to
U.S. taxation currently on all foreign pretax earnings earned by a foreign
branch. Pretax earnings of a foreign subsidiary or affiliate are subject to U.S.
taxation when effectively repatriated. The Company provides income taxes on the
undistributed earnings of non-U.S. subsidiaries except to the extent that such
earnings are indefinitely invested outside the United States. At December 31,
2002, $1.9 billion of accumulated undistributed earnings of non-U.S.
subsidiaries was indefinitely invested. At the existing U.S. federal income tax
rate, additional taxes of $601 million would have to be provided if such
earnings were remitted. The current year's effect on the income tax expense from
continuing operations is shown in the reconciliation of the federal statutory
rate to the Company's effective income tax rate above.

Income taxes are not provided for on the Company's "savings bank base year
bad debt reserves" because under current U.S. tax rules such taxes will become
payable only to the extent such amounts are distributed in excess of limits
prescribed by federal law. At December 31, 2002, the amount of the base year
reserves totaled approximately $358 million (subject to a tax of $125 million).

The 2002 net change in the valuation allowance related to deferred tax
assets was a decrease of $42 million, primarily relating to changes in tax
carryforwards. The remaining valuation allowance of $158 million at December 31,
2002 is primarily related to specific state and local, and foreign tax
carryforwards or tax law restrictions on benefit recognition in the U.S. federal
tax return and in the above jurisdictions.

Management believes that the realization of the recognized net deferred tax
asset of $1.7 billion is more likely than not based on existing carryback
ability and expectations as to future taxable income. 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 of
approximately $20 billion, on average, over the last three years and has
generated federal taxable income exceeding $13 billion, on average, each
year during this same period.

15. STOCKHOLDER'S EQUITY

REGULATORY CAPITAL
Citicorp is subject to risk-based capital and leverage guidelines issued by
the Board of Governors of the Federal Reserve System (FRB), 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 in the following table.

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, 2002 and 2001, all of Citicorp's U.S. insured subsidiary depository
institutions were "well capitalized." At December 31, 2002, regulatory capital
as set forth in guidelines issued by the U.S. federal bank regulators is as
follows:

(1) Total capital includes Tier 1 and Tier 2.
(2) Tier 1 capital divided by adjusted average assets.

There are various legal limitations on the extent to which Citicorp's
banking subsidiaries may pay dividends to their parents. Citicorp's national and
state-chartered bank subsidiaries can declare dividends to their respective
parent companies in 2003, without regulatory approval, of approximately $6.4
billion adjusted by the effect of their net income (loss) for 2003 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 $5.4 billion
of the available $6.4 billion, adjusted by the effect of their net income (loss)
up to the date of any such dividend declaration.

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16. 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, 2002 are as follows:

(1) Refers to the 2001 first quarter adoption of SFAS 133 and the 2001 second
quarter adoption of EITF 99-20.

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17. EMPLOYEE BENEFITS

RETIREMENT BENEFITS
Citigroup has several non-contributory defined benefit pension plans
covering substantially all U.S. employees. The U.S. defined benefit plan
provides benefits under a cash balance formula. Employees satisfying certain age
and service requirements remain covered by a prior final pay formula.

Citicorp participates with affiliated companies in the Citigroup pension
plans which resulted in net expense (benefit) of $24 million, ($39) million and
($29) million in 2002, 2001 and 2000, respectively. The Company also has various
defined benefit pension termination indemnity plans covering employees outside
the United States which resulted in net expense of $119 million, $128 million
and $80 million in 2002, 2001 and 2000, respectively. Citicorp's allocated share
of the net expense (benefit) was $11 million, ($21) million and ($22) million
for 2002, 2001 and 2000, respectively.

At December 31, 2002, the Citigroup U.S. plans' projected benefit
obligations were $8.3 billion, and plan assets were $7.5 billion based upon a
discount rate of 6.75%, and a rate of return of 8.0%. Projected benefit
obligations and plan assets for Citicorp's non-U.S. plans were $2.5 billion and
$2.3 billion, respectively, at December 31, 2002.

The Company also participates in Citigroup-sponsored postretirement health
care and life insurance benefits to certain eligible U.S. retired employees, as
well as to certain eligible employees outside the United States. Citicorp's
allocated share of the U.S. and non-U.S. plans' net expense was $75 million, $30
million and $41 million for 2002, 2001 and 2000, respectively.

STOCK OPTION PROGRAMS

The Company participates in a number of stock option programs 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, Citigroup options vest at a rate of 20% per year, with the first
vesting date generally occurring twelve to eighteen months following the grant
date. Generally, 50% of the options granted under Citicorp predecessor plans
prior to the merger were exercisable beginning on the third anniversary and 50%
beginning on the fourth anniversary of the date of grant. Options granted under
Associates predecessor plans vested in 2001 at the time of the merger with
Citigroup. Certain options granted prior to January 1, 2003 permit an employee
exercising an option under certain conditions 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, eligible employees
participate in the Citigroup Ownership Program and the Citibuilder stock option
program. Options granted under the Citigroup Ownership program vest over a
five-year period, whereas options granted under the Citibuilder program vest
after five years. These options do not have a reload feature.

Citigroup has made changes to various stock-based compensation plan
provisions for future awards. For example, the vesting period and the term of
stock options granted in 2003 have been shortened to three and six years,
respectively. In addition, the sale of underlying shares acquired through the
exercise of options granted after December 31, 2002 will be restricted for a
two-year period. The existing stock ownership commitment for Citigroup senior
executives will continue, under which such executives must retain 75% of the
shares they own and acquire from Citigroup over the term of their employment.
Original option grants in 2003 and thereafter will not have a reload feature;
however, previously granted options will retain that feature.

At the time of the TPC distribution, the number of options and exercise
prices for Citicorp employees were proportionately adjusted, as permitted under
generally accepted accounting principles, to restore the option holders'
positions for the decline in Citigroup's stock price that resulted from the
distribution.

STOCK AWARD PROGRAMS

Citigroup, primarily through its Capital Accumulation Program (CAP), issues
shares of its common stock in the form of restricted or deferred stock to
participating Citicorp officers and employees. The restricted or deferred stock
generally vests after a three-year vesting period, during which time the stock
cannot be sold or transferred by the participant, and is subject to total or
partial cancellation if the participant's employment is terminated. Certain CAP
participants may elect to receive part of their awards in CAP stock and part in
stock options. Unearned compensation expense associated with the restricted
stock grants represents the market value of Citigroup common stock at the date
of grant and is included in other assets in the balance sheet, and is recognized
as a charge to income ratably over the vesting period.

At the time of the TPC distribution, Citicorp employees who held restricted
stock received shares of TPC in accordance with the same distribution ratios as
ordinary shareholders. The number of deferred shares were increased at the time
of the distribution to maintain the grantees' overall positions. After-tax
compensation cost charged to earnings for stock awards was $84 million in 2002,
$52 million in 2001, and $26 million in 2000.

CITIGROUP 401(k)

Under the Citigroup 401(k) plan, eligible employees receive awards up to 3%
of their total compensation deferred into the Citigroup common stock fund. The
after-tax expense associated with the plan amounted to $23 million in 2002, $30
million in 2001, and $29 million in 2000.

STOCK PURCHASE PROGRAM

Stock Purchase Program offerings, which are administered under the
Citigroup 2000 Stock Purchase Plan and the Citicorp 1997 Stock Incentive Plan,
allow eligible employees to enter into fixed subscription agreements to purchase
shares in the future at the market value on the date of the agreements. Subject
to certain limits, enrolled employees are permitted to make one purchase prior
to the expiration date. The purchase price of the shares is paid with
accumulated payroll deductions plus interest. Shares of Citigroup's common stock
delivered under the Stock Purchase Program may be sourced from authorized and
unissued shares or treasury shares. The original offering under the Citigroup
Stock Purchase Plan was in August 2000. In 2001, three additional offerings were
made to new employees in March, July, and November 2001. In February 2002, an
additional offering was made to new employees. All offerings expired in
September 2002.

At the time of the TPC distribution, the number of shares to be purchased
and purchase prices were proportionately adjusted, as permitted under generally
accepted accounting principles, to restore the participants' positions for the
decline in Citigroup's stock price that resulted from the distribution.

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PRO FORMA IMPACT OF SFAS NO. 123

Prior to January 1, 2003, Citicorp applied APB 25 in accounting for its
stock-based compensation plans. Under APB 25, there is generally no charge to
earnings for employee stock option awards because the options granted under
these plans have an exercise price equal to the market value of the underlying
common stock on the grant date. Alternatively, SFAS 123 allows companies to
recognize compensation expense over the related service period based on the
grant-date fair value of the stock award. Refer to Note 1 for a further
description of these accounting standards and a presentation of the effect on
net income and earnings per share had the Company applied SFAS 123 in accounting
for Citigroup's stock option plans. The pro forma adjustments in that table
relate to stock options granted from 1995 through 2002, for which a fair value
on the date of grant was determined using a Black-Scholes option pricing model.
In accordance with SFAS 123, no effect has been given to options granted prior
to 1995. The fair values of stock-based awards are based on assumptions that
were determined at the grant date.

SFAS 123 requires that reload options be treated as separate grants from
the related original grants. Under Citigroup's reload program, upon exercise of
an option, employees use previously owned shares to pay the exercise price and
surrender shares otherwise to be received for related tax withholding, and
receive a reload option covering the same number of shares used for such
purposes. Reload options vest at the end of a six-month period. Reload options
are intended to encourage employees to exercise options at an earlier date and
to retain the shares so acquired, in furtherance of Citigroup's long-standing
policy of encouraging increased employee stock ownership. The result of this
program is that employees generally will exercise options as soon as they are
able and, therefore, these options have shorter expected lives. Shorter option
lives result in lower valuations using a Black-Scholes option model. However,
such values are expensed more quickly due to the shorter vesting period of
reload options. In addition, since reload options are treated as separate
grants, the existence of the reload feature results in a greater number of
options being valued.

Shares received through option exercises under the reload program, as well
as certain other options granted, are subject to restrictions on sale. Discounts
have been applied to the fair value of options granted to reflect these sale
restrictions.

Additional valuation and related assumption information for Citigroup
option plans is presented below:

18. DERIVATIVES AND OTHER ACTIVITIES

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 investments, commercial and consumer loans, deposit liabilities,
long-term debt and other interest-sensitive assets and liabilities, as well as
credit card securitizations, redemptions and sales. In addition, foreign
exchange contracts are used to hedge non-U.S. dollar denominated debt, net
capital exposures and foreign exchange transactions.

A derivative must be highly effective in accomplishing the hedge objective
of offsetting either changes in the fair value or cash flows of the hedged item
for the risk being hedged. Any ineffectiveness present in the hedge relationship
is recognized in current earnings. The assessment of effectiveness excludes the
changes in the value of the hedged item which are unrelated to the risks being
hedged. Similarly, the assessment of effectiveness may exclude changes in the
fair value of a derivative related to time value which, if excluded, are
recognized in current earnings.

The following table summarizes certain information related to the
Company's hedging activities for the years ended December 31, 2002 and 2001:

For cash flow hedges, any changes in the fair value of the end-user
derivative remain in "Accumulated other changes in stockholder's equity from
nonowner sources" and are generally included in earnings of future periods when
earnings are also affected by the variability of the hedged cash flow. The net
gains associated with cash flow hedges expected to be reclassified from
accumulated other changes in equity from nonowner sources within twelve months
of December 31, 2002 are $1,031 million.

The accumulated other changes in equity from nonowner sources from cash
flow hedges for 2002 and 2001 can be summarized as follows (after-tax):

(1) 2001 amount results from the cumulative effect of accounting change for
cash flow hedges.

The Company enters into various types of derivative transactions in the
course of its trading and non-trading activities. 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

66

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.

Citicorp also sells various financial instruments that have not been
purchased (short sales). In order to sell securities short, the securities are
borrowed or received as collateral in conjunction with short-term financing
agreements and, at a later date, must be delivered (i.e., replaced) with like or
substantially the same financial instruments or commodities to the parties from
which they were originally borrowed.

Derivatives and short sales may expose Citicorp to market risk or credit
risk in excess of the amounts recorded on the balance sheet. Market risk on a
derivative, short sale 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 and if the value of collateral held, if any, was not adequate to
cover such losses. 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.

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.

In connection with the Company's efforts to maintain a diversified
portfolio, the Company limits its exposure to any one geographic region, country
or individual creditor and monitors this exposure on a continuous basis. At
December 31, 2002, Citicorp's most significant concentration of credit risk was
with the Mexican Government and its agencies, which are rated investment grade
by both Moody's and S&P. The Company's exposure amounted to $24.9 billion and
$23.1 billion at December 31, 2002 and 2001, respectively, and is comprised of
investment securities, loans and trading assets. After the Mexican Government,
the next largest exposure the Company has is to the U.S. Government and its
agencies. The Company's exposure, which primarily results from trading assets
and investment securities positions in instruments issued by the U.S. Government
and its agencies, amounted to $18.7 billion and $3.5 billion at December 31,
2002 and 2001, respectively.

20. FAIR VALUE OF FINANCIAL INSTRUMENTS

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The table below presents the carrying value and fair value of Citicorp's
financial instruments, as defined in accordance with applicable requirements.
Accordingly, as required, the disclosures exclude leases, affiliate investments,
and pension and benefit obligations. Also as required, 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, the excess fair value associated with deposits with no fixed
maturity, 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, 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 derivatives, 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.

(1) The carrying value of loans is net of the allowance for credit losses and
also excludes $18.6 billion and $22.7 billion of lease finance receivables
in 2002 and 2001, respectively.
(2) Includes cash and due from banks, deposits at interest with banks, federal
funds sold and securities purchased under agreements to resell 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
Statement of Financial Position.
(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 Statement of Financial Position.

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 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 $19.0 billion at year-end 2002 and $15.4 billion
in 2001. Within these totals,

67

estimated fair values exceeded carrying values for consumer loans net of the
allowance by $14.4 billion, an increase of $3.5 billion from year-end 2001, and
for corporate loans net of the allowance by $4.6 billion, which was an increase
of $0.1 billion from year-end 2001. The increase in estimated fair values in
excess of carrying values of consumer loans and corporate loans is primarily due
to the lower interest rate environment in 2002.

21. PLEDGED ASSETS, COLLATERAL, GUARANTEES AND COMMITMENTS

PLEDGED ASSETS

At December 31, 2002 and 2001, certain investment securities, trading
account assets, and other assets with a carrying value of $92.7 billion and
$62.5 billion, respectively, were pledged as collateral, of which $81.5 billion
and $47.5 billion in 2002 and 2001 may not be sold or repledged by the secured
parties, for borrowings to secure public and trust deposits, and for other
purposes.

COLLATERAL

At December 31, 2002 and 2001, the approximate market value of collateral
received by the Company that may be sold or repledged by the Company was $441
million and $1.6 billion, respectively. This collateral was received in
connection with resale agreements and derivative transactions. At December 31,
2002 and 2001, $291 million and $942 million, respectively, of the collateral
received by the Company had been sold or repledged in connection with repurchase
agreements, securities sold, not yet purchased, and derivative transactions.

LEASE COMMITMENTS

Citicorp and its subsidiaries are obligated under a number of
non-cancelable leases for premises and equipment.

Future minimum annual rentals under noncancelable leases, net of sublease
income of $132 million, are as follows:

Most of the leases have renewal or purchase options and escalation clauses.
Rental expense was $1.0 billion in 2002, excluding $105 million of sublease
rental income, $1.1 billion in 2001, excluding $82 million of sublease rental
income, and $996 million in 2000, excluding $52 million of sublease rental
income.

LOAN COMMITMENTS

(1) Includes commercial commitments to make or purchase loans, to purchase
third-party receivables, and to provide note issuance or revolving
underwriting facilities.

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
unfunded commercial letters of credit issued on behalf of customers and
collateralized by the underlying shipment of goods which totaled $5.0 billion
and $5.7 billion at December 31, 2002 and 2001, respectively.

OBLIGATIONS UNDER GUARANTEES

The Company provides a variety of guarantees and indemnifications to
customers to enhance their credit standing and enable them to complete
a wide variety of business transactions. The table below summarizes at
December 31, 2002 all of the Company's guarantees and indemnifications, where we
believe the guarantees and indemnifications are related to an asset, liability,
or equity security of the guaranteed parties at the inception of the contract.
The maximum potential amount of future payments represents the notional amounts
that could be lost under the guarantees and indemnifications if there were a
total default by the guaranteed parties, without consideration of possible
recoveries under recourse provisions or from collateral held or pledged. Such
amounts bear no relationship to the anticipated losses on these guarantees and
indemnifications and greatly exceed anticipated losses. Additional information
about certain of these guarantees is presented in other sections of this
footnote.

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Financial standby letters of credit include guarantees of payment of
insurance premiums and reinsurance risks that support industrial revenue bond
underwriting and settlement of payment obligations in clearing houses, and that
support options and purchases of securities or in lieu of escrow deposit
accounts. Financial standbys also backstop loans, credit facilities, promissory
notes and trade acceptances. Market value guarantees are issued to guarantee
return of principal invested to fund investors. Guarantees of collection of
contractual cash flows protect investors in credit card receivables
securitization trusts from loss of interest relating to insufficient collections
on the underlying receivables in the trusts. Performance guarantees and letters
of credit are issued to guarantee a customer's tender bid on a construction or
systems installation project or to guarantee completion of such projects in
accordance with contract terms. They are also issued to support a customer's
obligation to supply specified products, commodities, or maintenance or warranty
services to a third party. Securities lending indemnifications are issued to
guarantee that a security lending customer will be made whole in the event that
the security borrower does not return the security subject to the lending
agreement and collateral held is insufficient to cover the market value of the
security. Other indemnifications are issued to guarantee that custody clients
will be made whole in the event that a third-party subcustodian fails to
safeguard clients' assets. Derivative instruments include credit default swaps,
total return swaps, written foreign exchange options, written put options, and
written equity warrants.

At December 31, 2002, the Company's maximum potential amount of future
payments under these guarantees is approximately $142.9 billion. For this
purpose, the maximum potential amount of future payments is considered to be the
notional amounts of letters of credit, guarantees, written credit default swaps,
written total return swaps, indemnifications, and recourse provisions of loans
sold with recourse; the maximum amount of contingent consideration in a business
combination specified in the transaction documents; and the fair values of
foreign exchange options and other written put options, warrants, caps and
floors.

In the normal course of business, the Company provides standard
representations and warranties to counterparties in contracts in connection with
numerous transactions and also provides indemnifications that protect the
counterparties to the contracts in the event that additional taxes are owed due
either to a change in the tax law or an adverse interpretation of the tax law.
Counterparties to these transactions provide the Company with comparable
indemnifications. In addition, the Company is a member of hundreds of value
transfer networks (VTNs) (payment, clearing and settlement systems as well as
securities exchanges) around the world. As a condition of membership, many of
these VTNs require that members stand ready to backstop the net effect on the
VTNs of a member's default on its obligations. The indemnification clauses are
often standard contractual terms and were entered into in the normal course of
business based on an assessment that the risk of loss would be remote. In many
cases, there are no stated or notional amounts included in the indemnification
clauses and the contingencies triggering the obligation to indemnify have not
occurred and are not expected to occur. There are no amounts reflected on the
Consolidated Statement of Financial Position as of December 31, 2002, related to
these indemnifications. These potential obligations are not included in the
table above.

At December 31, 2002, the carrying amounts of the liabilities related to
these guarantees and indemnifications amounted to $7.7 billion. In addition,
other liabilities includes an allowance for credit losses of $167 million
relating to unfunded letters of credit at December 31, 2002. Cash collateral
available to the Company to reimburse losses realized under these guarantees and
indemnifications amounted to $41.3 billion at December 31, 2002. Securities and
other marketable assets held at collateral amounted to $9.5 billion and letters
of credit in favor of the Company held as collateral amounted to $834 million at
December 31, 2002. Other property may also be available to the Company to cover
losses under certain guarantees and indemnifications; however, the value of such
property has not been determined.

LOANS SOLD WITH CREDIT ENHANCEMENTS

(1) Residential mortgages represent 66% of amounts in 2002 and 57% in 2001.
(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

69

servicers. As specified in certain of the sale agreements, the net revenue
collected each month is accumulated 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 predetermined amount is reached, 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 $230
million at December 31, 2002 and $139 million at December 31, 2001. Net revenue
from securitized credit card receivables included in other revenue was $2.7
billion, $2.1 billion, and $2.4 billion for the years ended December 31, 2002,
2001, and 2000, respectively.

Various put options were written during 2000 and 1999 which require
Citicorp to purchase, upon request of the holders, securities issued in certain
securitization transactions in order to broaden the investor base and improve
execution in connection with the securitizations. The put option at year-end
2002 is exercisable in October of each year beginning in October 2000, with
respect to an aggregate of up to approximately $2 billion principal amount of
certificates backed by manufactured housing contract receivables, of which
approximately $250 million was exercised in 2002. If exercised, the Company will
be obligated to purchase the certificates or notes at par plus accrued interest.
The aggregate amortized amount of these options was approximately $0.8 billion
at December 31, 2002 and $1.4 billion at December 31, 2001. The Company has
recorded liabilities totaling approximately $6 million at both December 31, 2002
and December 31, 2001 in connection with these options. Subsequent to their
initial issuance, such options are marked to market with the fluctuation being
reflected in the Consolidated Statement of Income.

FINANCIAL GUARANTEES

Financial guarantees are used in various transactions to enhance the credit
standing of Citicorp customers. They represent irrevocable assurances, subject
to the satisfaction of certain conditions, that Citicorp will make payment in
the event that the customer fails to fulfill its obligations to third parties.

Citicorp issues financial standby letters of credit which 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. Fees are recognized ratably over
the term of the standby letter of credit. The following table summarizes
financial standby letters of credit issued by Citicorp. The table does not
include securities lending indemnifications issued to customers, which are fully
collateralized and totaled $38.0 billion at December 31, 2002 and $19.9 billion
at December 31, 2001, and performance standby letters of credit.

(1) Total is net of cash collateral of $3.0 billion in 2002 and $2.2 billion in
2001. Collateral other than cash covered 35% of the total in 2002 and 30%
in 2001.

22. CONTINGENCIES

During the 2002 fourth quarter, the Company established a reserve toward
estimated costs of regulatory inquiries and private litigation related to Enron.
The total reserves established for these matters in 2002 amounted to an
after-tax charge of approximately $460 million. The Company believes that it has
substantial defenses to the pending private litigations, which are at a very
early stage. Given the uncertainties of the timing and outcome of this type of
litigation, the large number of cases, the novel issues, the substantial time
before these cases will be resolved, and the multiple defendants in many of
them, this reserve is difficult to determine and of necessity subject to future
revision.

For a discussion of these and certain other legal proceedings, see the
discussion under "Legal Proceedings" on page 85. In addition, in the ordinary
course of business, Citicorp and its subsidiaries are defendants or
co-defendants or parties in various litigation and regulatory 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 and regulatory
proceedings would not be likely to have a material adverse effect on the
consolidated financial condition of the Company but, if involving monetary
liability, may be material to the Company's operating results for any particular
period.

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23. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(1) Accounting changes include the first quarter 2001 adoption of SFAS 133 and
the second quarter 2001 adoption of EITF 99-20.

24. STOCKHOLDER'S EQUITY OF CITIBANK, N.A.

CHANGES IN STOCKHOLDER'S EQUITY

Citibank's net income for 2002, 2001 and 2000 of $6.4 billion, $5.1 billion and
$4.9 billion includes after-tax restructuring-related items of ($8) million
(($12) million pretax) in 2002, $196 million ($303 million pretax) in 2001 and
$72 million ($113 million pretax) in 2000. See Note 13 to the Consolidated
Financial Statements for further discussions.

Authorized capital stock of Citibank was 45 million shares at December 31,
2002, 2001 and 2000.

25. 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.

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26. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CITIFINANCIAL CREDIT COMPANY (CCC)

On August 4, 1999, CCC, an indirect wholly owned subsidiary of Citigroup,
was contributed to and became a subsidiary of Citicorp Banking Corporation
(CBC), a wholly owned subsidiary of Citicorp. Citicorp issued a full and
unconditional guarantee of the outstanding long-term debt securities and
commercial paper of CCC.

ASSOCIATES FIRST CAPITAL CORPORATION (AFCC)

In connection with Citigroup's November 30, 2000 acquisition of AFCC in
which AFCC became a wholly owned subsidiary of Citicorp, Citicorp issued a full
and unconditional guarantee of the outstanding long-term debt securities and
commercial paper of AFCC and Associates Corporation of North America (ACONA), a
subsidiary of AFCC.

Effective as of August 10, 2001, CBC, the parent company of CCC,
transferred 100% of the stock of CCC to AFCC in exchange for convertible
preferred stock of AFCC, making CCC a wholly owned subsidiary of AFCC. The
condensed consolidating financial statements account for the transaction in a
manner similar to a pooling of interest and therefore all prior periods have
been restated.

On October 2, 2001, ACONA merged with and into AFCC at which time, AFCC
assumed ACONA's obligations under all debt instruments and agreements.
Information included in the following condensed financial statements under the
AFCC column represents AFCC Consolidated which includes ACONA's and CCC's
results.

On July 1, 2002, Citicorp contributed its remaining interest in the stock
of AFCC to CBC, making AFCC a wholly owned subsidiary of CBC. Citicorp remains
the guarantor of the outstanding long-term debt, securities and commercial paper
of AFCC.

AFCC has a combination of unutilized credit facilities of $4.5 billion
as of December 31, 2002 which have maturities ranging from 2003 to 2005. All
of these facilities are guaranteed by Citicorp. In connection with the
facilities, Citicorp is required to maintain a certain level of consolidated
stockholder's equity (as defined in the agreements). At December 31, 2002,
this requirement was exceeded by approximately $59 billion. Citicorp also has
guaranteed various debt obligations of AFCC and CCC.

CONDENSED CONSOLIDATING INCOME STATEMENT

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes Citicorp Parent Company elimination of distributed and
undistributed income of subsidiaries and the elimination of CCC, which
is included in the AFCC column.

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CONDENSED CONSOLIDATING INCOME STATEMENT

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes Citicorp Parent Company elimination of investments in subsidiaries
and the elimination of CCC, included in the AFCC column.

75

CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes Citicorp Parent Company elimination of investments in subsidiaries
and the elimination of CCC, included in the AFCC column.

76

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes the elimination of CCC, included in the AFCC column.

77

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes the elimination of CCC, included in the AFCC column.

78

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes elimination of CCC, included in the AFCC column.

79

FINANCIAL DATA SUPPLEMENT

AVERAGE BALANCES AND INTEREST RATES, TAXABLE EQUIVALENT BASIS(1)(2)(3)

CITICORP AND SUBSIDIARIES

(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 18 to the Consolidated Financial Statements.
(3) Monthly or quarterly averages have been used by certain subsidiaries where
daily averages are unavailable.
(4) Includes cash-basis loans.
(5) Average rates reflect prevailing local interest rates including
inflationary effects and monetary correction in certain countries.
(6) Total loans include certain interest and fees on credit cards of $0.4
billion which are included in Consumer Loans on the Consolidated
Statement of Financial Position.
(7) The fair value carrying amounts of derivative and foreign exchange
contracts are reported in non-interest-earning assets and other
non-interest-bearing liabilities.
(8) Savings deposits consist of Insured Money Market Rate accounts, NOW
accounts, and other savings deposits.
(9) Includes allocations for capital and funding costs based on the location of
the asset.

80

ANALYSIS OF CHANGES IN NET INTEREST REVENUE, TAXABLE EQUIVALENT BASIS(1)

(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.

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RATIOS

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

(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 18 to the 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

PURCHASED FUNDS AND OTHER BORROWINGS (1)

(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
18 to the Consolidated Financial Statements.
(4) Based on contractual rates at year-end.

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REGULATION AND SUPERVISION

BANK HOLDING COMPANY REGULATION

The Company is a bank holding company within the meaning of the U.S. Bank
Holding Company Act of 1956 (BHC Act) registered with, and subject to
examination by, the Board of Governors of the Federal Reserve System (FRB). The
subsidiary depository institutions of the Company (the banking subsidiaries),
including its principal bank subsidiary, Citibank, N.A. (Citibank), are subject
to supervision and examination by their respective federal and state banking
authorities. The nationally chartered subsidiary banks, including Citibank, are
supervised and examined by the Office of the Comptroller of the Currency (OCC);
federal savings association subsidiaries are regulated by the Office of Thrift
Supervision (OTS); and state-chartered depository institutions are supervised by
the banking departments within their respective states (California, 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), 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, have the ability to declare
themselves to be "financial holding companies" and engage in a broader spectrum
of activities, including insurance underwriting and brokerage (including
annuities), and underwriting and dealing securities. The Company has declared
itself to be a financial holding company. 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. Under the BHC Act, after two years from the date as of which the
Company became a bank holding company, the Company was required to conform any
activities that were not considered to be closely related to banking or
financial in nature under the BHC Act. This two-year period may be extended by
the FRB for three additional one-year periods, upon application by the Company
and finding by the FRB that such an extension would not be detrimental to the
public interest. The Company obtained such an extension with respect to several
activities in October 2000, October 2001 and October 2002.

Under the GLB Act, financial holding companies are 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 is generally required for such acquisitions except for the acquisition
of U.S. depository institutions and, in some cases, foreign banks. In addition,
under merchant banking authority added by the GLB Act, financial holding
companies are 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. Regulations interpreting and conditioning this authority have
been promulgated. Bank holding companies also retain their authority, subject to
prior specific or general FRB consent, to acquire less than 20% of the voting
securities of a company that does not do business in the United States, and 20%
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 15 to the 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

83

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. The
preceding statement is a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 23.

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% 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% 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 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 stockholders, including any depository institution holding
company (such as the Company) or any stockholder 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 is not 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,
2002, the Company's bank and thrift subsidiaries, including Citibank, were "well
capitalized." See "Management's Discussion and Analysis" and Note 15 to the
Consolidated Financial Statements 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 to do so in writing.

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. Pursuant to these provisions, the federal banking
regulators have adopted privacy regulations. In addition, the states are
permitted 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 preceding statement is a forward-looking statement
within the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 23.

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 or in the States
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.

COMPETITION

The Company 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.

GENERAL BUSINESS FACTORS

In the judgment of the Company, no material part of the business of the
Company and its subsidiaries is dependent upon a single customer or group of
customers, the loss of any one of which would have a materially adverse effect
on the Company, and no one customer or group of affiliated customers accounts
for as much as 10% of the Company's consolidated revenues.

PROPERTIES

The Company's executive offices are located at 399 Park Avenue, New York,
New York. 399 Park Avenue is a 39-story building which is partially leased by
the Company and certain of its subsidiaries, including the principal offices of
Citicorp and Citibank. The Company and certain of its subsidiaries occupy office
space in Citigroup Center (153 E. 53rd St., New York, NY) under a long-term
lease. Citibank owns a building in Long Island City, New York and leases a
building located at 111 Wall Street in New York City, which are totally occupied
by the Company and certain of its subsidiaries.

Associates maintains its principal offices in Irving, Texas, in facilities
which are, in part, owned and, in part, leased by it. Associates has office and
branch sites for its business units throughout the United States, Canada, Asia
(Japan, Taiwan, Philippines and Hong Kong),

84

Europe and Latin America. The majority of these sites are leased and, although
numerous, none is material to Associates' operations.

Other offices and certain warehouse space are owned, none of which is
material to the Company's financial condition or operations.

The Company believes its properties are adequate and suitable for its
business as presently conducted and are adequately maintained. For further
information concerning leases, see Note 21 to the Consolidated Financial
Statements.

LEGAL PROCEEDINGS

In April 2002, Citigroup and various of its affiliates, including
affiliates of Citicorp, were named as defendants along with, among others,
commercial and/or investment banks, certain current and former Enron officers
and directors, lawyers and accountants in two putative consolidated class action
complaints that were filed in the United States District Court for the Southern
District of Texas seeking unspecified damages. One action, brought on behalf of
individuals who purchased Enron securities (NEWBY, ET AL. V. ENRON CORP., ET
AL.), alleges violations of Sections 11 and 15 of the Securities Act of 1933, as
amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as
amended, and the other action, brought on behalf of current and former Enron
employees (TITTLE, ET AL. V. ENRON CORP., ET AL.), alleges violations of the
Employment Retirement Income Security Act of 1974, as amended (ERISA), and the
Racketeer Influenced and Corrupt Organizations Act (RICO), as well as claims for
negligence and civil conspiracy. On May 8, 2002, Citigroup filed motions to
dismiss the complaints. On December 19, 2002, the motions to dismiss the NEWBY
complaint were denied. The motion to dismiss the complaint in TITTLE remains
pending.

In July 2002, Citigroup and various of its affiliates, including affiliates
of Citicorp, and certain of their officers and other employees were named as
defendants, along with, among others, commercial and/or investment banks,
certain current and former Enron officers and directors, lawyers and accountants
in a putative class action filed in the United States District Court for the
Southern District of New York on behalf of purchasers of the Yosemite Notes and
Enron Credit-Linked Notes, among other securities (HUDSON SOFT CO., LTD. V.
CREDIT SUISSE FIRST BOSTON CORPORATION, ET AL.). The amended complaint alleges
violations of RICO and of Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934, as amended, and seeks unspecified damages.

Additional actions have been filed against Citigroup and certain of its
affiliates, including affiliates of Citicorp, along with other parties,
including (i) three actions brought in different state courts by state pension
plans, alleging violations of state securities law and claims for common law
fraud and unjust enrichment; (ii) an action by banks that participated in two
Enron revolving credit facilities, alleging fraud, gross negligence, and breach
of implied duties in connection with defendants' administration of a credit
facility with Enron; (iii) an action brought by several funds in connection with
secondary market purchases of Enron debt securities, alleging violations of the
federal securities law, including Section 11 of the Securities Act of 1933, as
amended, and claims for fraud and misrepresentation; (iv) a series of putative
class actions by purchasers of NewPower Holdings common stock, alleging
violations of the federal securities law, including Section 11 of the Securities
Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of
1934, as amended; (v) an action brought by two investment funds in connection
with purchases of Enron-related securities for alleged violations of state
securities and unfair competition statutes; (vi) an action brought by several
investment funds and fund owners in connection with purchases of notes of the
Osprey I and Osprey II Trusts for alleged violation of state and federal
securities laws and claims for common law fraud, misrepresentation and
conspiracy; (vii) an action brought by several investment funds and fund owners
in connection with purchases of notes of the Osprey I and Osprey II Trusts for
alleged violation of state and federal securities laws and state unfair
competition laws and claims for common law fraud and misrepresentation; (viii)
an action brought by the Attorney General of Connecticut in connection with
various commercial and investment banking services provided to Enron; (ix) a
putative class action brought by clients of SSB in connection with research
reports concerning Enron, alleging breach of contract; (x) actions brought by
several investment funds in connection with the purchase of notes and/or
certificates of the Osprey Trusts, the Marlin Trust, and the Marlin Water trust,
as well as the purchase of other Enron or Enron-related securities, alleging
violation of state and federal securities laws, and common law civil conspiracy
and fraud; (xi) an action brought by a retirement and health benefits plan in
connection with the purchase of certain Enron notes, alleging violation of
federal securities law, including Section 11 of the Securities Act of 1933, as
amended, violations of state securities and unfair competition law, and common
law fraud and breach of fiduciary duty; and (xii) an action brought by two
broker/dealers in connection with the purchase of certain notes, alleging
violation of federal and state securities laws. Several of these cases have been
consolidated with the NEWBY action and stayed pending the Court's decision on
the pending motions of certain defendants to dismiss NEWBY.

Additionally, Citigroup and certain of its affiliates, including
affiliates of Citicorp, have provided substantial information to, and have
entered into substantive discussions with, the Securities and Exchange
Commission regarding certain of their transactions with Enron and a
transaction with Dynegy Inc. Citigroup and certain of its affiliates,
including affiliates of Citicorp, also have received subpoenas and requests
for information from various other regulatory and governmental agencies and
Congressional committees, as well as from the Special Examiner in the Enron
bankruptcy, regarding certain transactions and business relationships with
Enron and its affiliates. Citigroup and Citicorp are cooperating fully with
all such requests.

Additional lawsuits containing similar claims to those described above may
be filed in the future.

85

10-K CROSS-REFERENCE INDEX

This Annual Report on Form 10-K incorporates into a single document the
requirements of the accounting profession and the Securities and Exchange
Commission, including a comprehensive explanation of 2002 results.

FORM 10-K

* Omitted pursuant to General Instruction I of Form 10-K.
** Citigroup Inc. indirectly owns all of the outstanding common stock
of Citicorp.

CORPORATE INFORMATION

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

EXHIBIT INDEX

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).

14.01+ Code of Ethics.

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

23.01+ Consent of KPMG LLP.

99.01+ Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

99.02+ Residual Value Obligation Certificate.

+ Filed herewith

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

FINANCIAL STATEMENTS

Financial Statements filed for Citicorp and Subsidiaries: see "Consolidated
Financial Statements" in the Table of Contents on page 2.

REPORTS ON FORM 8-K

On October 21, 2002, the Company filed a Current Report on Form 8-K, dated
October 15, 2002, reporting under Item 5 thereof the summarized results of its
operations for the quarter ended September 30, 2002.

No other reports on Form 8-K were filed during the 2002 fourth quarter;
however, on January 23, 2003, the Company filed a Current Report on Form 8-K,
dated January 21, 2003, reporting under Item 5 thereof the summarized results of
its operations for the quarter and year ended December 31, 2002.

CODE OF ETHICS

The Company has adopted a code of ethics for financial professionals which
applies to the Company's principal executive officer, principal financial
officer and principal accounting officer. The code of ethics for financial
professionals has been filed as an exhibit to this Form 10-K.

86

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, on the 18th day of March,
2003.

CITICORP
(REGISTRANT)

/s/ Todd S. Thomson
Todd S. Thomson
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 18th day of March, 2003.

CITICORP'S PRINCIPAL EXECUTIVE OFFICER:

/s/ Robert B. Willumstad
- ------------------------
Robert B. Willumstad

CITICORP'S PRINCIPAL FINANCIAL OFFICER:

/s/ Todd S. Thomson
- -------------------
Todd S. Thomson

CITICORP'S PRINCIPAL ACCOUNTING OFFICER:

/s/ William P. Hannon
- ---------------------
William P. Hannon

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 18, 2003 by the Directors of Citicorp.

/s/ William R. Rhodes
- ------------------------------------
William R. Rhodes, Chairman

/s/ Alan S. MacDonald
- ------------------------------------
Alan S. MacDonald

/s/ Marjorie Magner
- ------------------------------------
Marjorie Magner

/s/ Michael T. Masin
- ------------------------------------
Michael T. Masin

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

/s/ Petros K. Sabatacakis
- ------------------------------------
Petros K. Sabatacakis

/s/ Robert B. Willumstad
- ------------------------------------
Robert B. Willumstad

87

CERTIFICATIONS

I, Robert B. Willumstad, certify that:

1. I have reviewed this annual report on Form 10-K of Citicorp;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 18, 2003

By: /s/ Robert B. Willumstad, Chief Executive Officer

I, Todd S. Thomson, certify that:

1. I have reviewed this annual report on Form 10-K of Citicorp;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 18, 2003

By: /s/ Todd S. Thomson, Chief Financial Officer

88