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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
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)
(212) 559-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO / /
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).
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.
REDUCED DISCLOSURE FORMAT
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
AVAILABLE ON THE WEB AT www.citigroup.com
CITICORP
TABLE OF CONTENTS
Page No.
--------
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Statement of Income (Unaudited) -
Three Months Ended March 31, 2003 and 2002 35
Consolidated Statement of Financial Position -
March 31, 2003 (Unaudited) and December 31, 2002 36
Consolidated Statement of Changes in Stockholder's Equity
(Unaudited) - Three Months Ended March 31, 2003 and 2002 37
Consolidated Statement of Cash Flows (Unaudited) -
Three Months Ended March 31, 2003 and 2002 38
Consolidated Statement of Financial Position of Citibank, N.A. and Subsidiaries-
March 31, 2003 (Unaudited) and December 31, 2002 39
Notes to Consolidated Financial Statements (Unaudited) 40
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 2-34
Item 3. Quantitative and Qualitative Disclosures About Market Risk 27, 45
Item 4. Controls and Procedures 34
Part II - Other Information
Item 1. Legal Proceedings 57
Item 6. Exhibits and Reports on Form 8-K 57
Signatures 58
Certifications 59
Exhibit Index 61
THE COMPANY
Citicorp (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. Citicorp was incorporated in 1967 under the laws
of the State of Delaware. Citicorp is an indirect, wholly-owned subsidiary of
Citigroup Inc. (Citigroup).
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 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. This quarterly report on Form
10-Q should be read in conjunction with Citicorp's 2002 Annual Report on Form
10-K.
The principal executive offices of the Company are located at 399 Park Avenue,
New York, New York 10043, telephone number 212 559 1000. Additional information
about Citicorp is available on Citigroup's website at http://www.citigroup.com.
Citicorp's annual report on Form 10-K, its quarterly reports on Form 10-Q and
its current reports on Form 8-K, and all amendments to these reports, are
available free of charge through Citigroup's website by clicking on the
"Investor Relations" page and selecting "SEC Filings." The Securities and
Exchange Commission (SEC) website contains reports, information statements, and
other information regarding the Company at http://www.sec.gov.
CITICORP AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FINANCIAL SUMMARY
THREE MONTHS ENDED
MARCH 31,
---------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE(1) $ 13,288 $ 12,421
Operating expenses 6,496 5,941
Benefits, claims and credit losses(1) 2,200 2,699
---------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 4,592 3,781
Income taxes 1,437 1,296
Minority interest, after-tax 38 19
---------------------------
NET INCOME $ 3,117 $ 2,466
==========================================================================================
Return on Average Common Equity 16.6% 15.4%
Total Assets (IN BILLIONS) $ 742.3 $ 639.5
Total Equity (IN BILLIONS) $ 74.8 $ 65.0
Tier 1 Capital 8.51% 8.55%
Total Capital Ratio 12.81% 12.82%
==========================================================================================
(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 credit card 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 $1.102 billion and $1.013 billion in the
2003 and 2002 first quarters, respectively. Although a managed basis
presentation is not in conformity with GAAP, the Company believes it
provides a representation of performance and key indicators of the credit
card business that is consistent with the way the business is managed. See
the discussion of the CARDS business on page 8.
2
BUSINESS FOCUS
The following table shows the net income (loss) for Citicorp's businesses on a
product view:
CITICORP NET INCOME - PRODUCT VIEW
FIRST QUARTER
-------------------------------
IN MILLIONS OF DOLLARS 2003 2002(1)
- ----------------------------------------------------------------------------------------------
GLOBAL CONSUMER
CARDS $ 735 $ 579
CONSUMER FINANCE 485 530
RETAIL BANKING 806 478
Other (16) (20)
- ----------------------------------------------------------------------------------------------
TOTAL GLOBAL CONSUMER 2,010 1,567
- ----------------------------------------------------------------------------------------------
GLOBAL CORPORATE AND INVESTMENT BANK
CAPITAL MARKETS AND BANKING 817 657
TRANSACTION SERVICES 197 89
- ----------------------------------------------------------------------------------------------
TOTAL GLOBAL CORPORATE AND INVESTMENT BANK 1,014 746
- ----------------------------------------------------------------------------------------------
GLOBAL INVESTMENT MANAGEMENT
LIFE INSURANCE AND ANNUITIES 22 12
PRIVATE BANK 125 111
ASSET MANAGEMENT 37 15
- ----------------------------------------------------------------------------------------------
TOTAL GLOBAL INVESTMENT MANAGEMENT 184 138
- ----------------------------------------------------------------------------------------------
PROPRIETARY INVESTMENT ACTIVITIES (21) 35
CORPORATE/OTHER (70) (20)
- ----------------------------------------------------------------------------------------------
NET INCOME $ 3,117 $ 2,466
==============================================================================================
(1) Reclassified to conform to the current period's presentation.
RESULTS OF OPERATIONS
INCOME
Citicorp reported net income of $3.117 billion in the 2003 first quarter, up 26%
from $2.466 billion in the 2002 first quarter. Return on average common equity
was 16.6% compared to 15.4% a year ago.
Global Consumer net income increased $443 million or 28% compared to the 2002
first quarter, Global Corporate and Investment Bank (GCIB) increased $268
million or 36%, and Global Investment Management grew $46 million or 33%, while
Proprietary Investment Activities decreased $56 million from the 2002 first
quarter.
See individual segment and product discussions on pages 8 - 20 for additional
discussion and analysis of the Company's results of operations.
REVENUES, NET OF INTEREST EXPENSE
Total revenues, net of interest expense, of $13.3 billion in the 2003 first
quarter were up $867 million or 7% from the 2002 first quarter. Global Consumer
revenues were up $909 million or 11% in the 2003 first quarter to $9.1 billion,
led by a $466 million or 18% increase in RETAIL BANKING, reflecting the results
of the acquisition of Golden State Bancorp (GSB) and growth in most regions, an
increase of $212 million or 7% in CARDS, and a $200 million or 9% increase in
CONSUMER FINANCE from the prior-year period.
GCIB revenues of $3.2 billion decreased $13 million from the 2002 first quarter,
including a $69 million or 3% decrease in CAPITAL MARKETS AND BANKING,
reflecting weak equity capital markets activity. This decrease was partially
offset by a $56 million or 7% increase in TRANSACTION SERVICES from the 2002
first quarter.
Global Investment Management revenues of $787 million in the 2003 first quarter
were up $62 million or 9% from the 2002 first quarter, reflecting increases in
LIFE INSURANCE AND ANNUITIES of $48 million or 37% and PRIVATE BANK of $38
million or 9%, partially offset by a decrease of $24 million or 14% in ASSET
MANAGEMENT. Revenues from Proprietary Investment Activities in the 2003 first
quarter declined $71 million or 66% from year-ago levels.
3
SELECTED REVENUE ITEMS
Net interest revenue of $8.3 billion increased $501 million or 6% from year-ago
levels reflecting the impact of a changing rate environment, business volume
growth in certain markets and the impact of the GSB acquisition. Total fees and
commissions of $2.7 billion were down $129 million or 5% compared to the 2002
first quarter, primarily reflecting lower servicing fee revenues and asset-based
fee revenues.
Foreign Exchange revenues of $907 million for the first quarter of 2003
were up $362 million or 66%, reflecting strong Foreign Exchange trading in
2003. Trading Account losses of $17 million in the 2003 first quarter were
down $455 million compared to trading revenue of $438 million in the 2002
first quarter, primarily reflecting declines in global equities. Investment
Transactions were up $102 million from 2002. Other revenue as shown in the
Consolidated Statement of Income of $1.3 billion in 2003 increased $486
million from a year ago, primarily reflecting an increase in revenue from
securitized credit card receivables.
OPERATING EXPENSES
Total operating expenses were $6.5 billion for the 2003 first quarter, up $555
million or 9% from the comparable 2002 period. The increase primarily reflects
the addition of GSB, the cost of expensing options, and higher pension expense,
partially offset by expense control initiatives.
Global Consumer expenses were up 11% from the 2002 first quarter, Proprietary
Investment Activities expenses increased 13% while GCIB expenses increased 7%
from year-ago levels.
BENEFITS, CLAIMS AND CREDIT LOSSES
Benefits, claims and credit losses were $2.2 billion in the 2003 first quarter,
down $499 million or 18% from the 2002 first quarter. Policyholder benefits and
claims in the 2003 first quarter increased 6% from the prior-year period to $148
million. The provision for credit losses decreased $507 million or 20% in the
2003 first quarter.
Global Consumer provisions for benefits, claims and credit losses of $1.9
billion were down 4% from the 2002 first quarter, reflecting additions to the
loan loss reserve in the prior year related to Argentina, partially offset by an
increase in CONSUMER FINANCE. Total net credit losses were $1.7 billion and the
related loss ratio was 2.29% in the first quarter of 2003, as compared to $1.6
billion and 2.71% in the prior-year period. The consumer loan delinquency ratio
(90 days or more past due) decreased to 2.40% at March 31, 2003 from 2.76% a
year ago.
GCIB provision for credit losses of $244 million in the 2003 first quarter
decreased $436 million or 64% from year-ago levels, primarily due to provisions
for Argentina and exposures in telecommunications recorded during the 2002 first
quarter. Corporate cash-basis loans at March 31, 2003 and 2002 were $4.8 billion
and $3.9 billion, respectively, while the corporate Other Real Estate Owned
(OREO) portfolio totaled $59 million and $125 million, respectively. The
increase in cash-basis loans from 2002 was primarily related to increases
attributable to borrowers in the telecommunications and energy industries and
the transportation leasing and equipment finance portfolios, as well as
corporate borrowers in Brazil, Hong Kong, Argentina and Thailand. The
improvements in OREO were primarily related to the North America real estate
portfolio.
INCOME TAXES
The Company's effective tax rate of 31.3% in the 2003 first quarter declined 300
basis points from 34.3% in the 2002 first quarter. The decline primarily
represented benefits for not providing U.S. income taxes for the earnings of
certain foreign subsidiaries.
REGULATORY CAPITAL
Total capital (Tier 1 and Tier 2) was $70.3 billion or 12.81% of net
risk-adjusted assets, and Tier 1 capital was $46.7 billion or 8.51% at March 31,
2003, compared to $68.7 billion or 12.31% and $45.3 billion or 8.11%,
respectively, at December 31, 2002.
4
ACCOUNTING CHANGES IN 2003
STOCK-BASED COMPENSATION
On January 1, 2003, the Company adopted the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
prospectively to 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. SFAS 123 requires that compensation cost
for all stock awards be calculated and recognized over the service period
(generally equal to the vesting period). This compensation cost is determined
using option pricing models, intended to estimate the fair value of the awards
at the grant date.
Had the Company applied SFAS 123 in accounting for Citigroup's stock option
plans for all options granted, net income would have been the pro forma amounts
indicated below:
FIRST QUARTER
-------------------------------
IN MILLIONS OF DOLLARS 2003(1) 2002
- ---------------------------------------------------------------------------------------------------------------------
Compensation expense related to stock option plans, net of tax As reported $ 9 $ -
Pro forma 49 51
Net income As reported $ 3,117 $ 2,466
Pro forma 3,077 2,415
- ---------------------------------------------------------------------------------------------------------------------
(1) The $9 million "As reported" expense recognized in the 2003 first quarter
represents two months of the expense (net of tax) recognized for options
granted in 2003. The "Pro forma" amounts reflect the expense that would
have been recognized had all option grants been expensed.
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. The
impact of adopting SFAS 146 was not material.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
In January 2003, the Financial Accounting Standards Board (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.
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 actively pursuing certain restructuring solutions that would enable
certain VIEs to meet the criteria for non-consolidation. 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
solutions are not successful. 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. This paragraph contains forward-
5
looking statements within the meaning of the Private Securities Litigation
Reform Act. See "Forward-Looking Statements" on page 21.
GUARANTEES AND INDEMNIFICATIONS
On January 1, 2003, the Company adopted the recognition and measurement
provisions of 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. The impact of
adopting FIN 45 was not material.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
133. In particular, this Statement clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative and when
a derivative contains a financing component that warrants special reporting in
the statement of cash flows. This Statement is generally effective for contracts
entered into or modified after June 30, 2003 and is not expected to have a
material impact on the Company's 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 21.
EVENTS IN 2002 AND 2003
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.
To reflect the impact of the economic situation in Argentina, Citicorp recorded
a total of $858 million in pretax charges in the 2002 first quarter, as follows:
a $475 million addition to the allowance for credit losses, $269 million in loan
and investment write-downs, a $72 million net charge for currency redenomination
and other foreign currency items, and a $42 million restructuring charge. The
$72 million net charge includes a benefit from Argentine government compensation
instruments.
IN MILLIONS OF DOLLARS FIRST QUARTER 2002 PRETAX CHARGES
- ----------------------------------------------------------------------------------------------
Provision for credit losses $(475)
Credit and investment write-downs (269)
Redenomination charge - net (72)
Restructuring charge (42)
-----------------------------------
Total pretax income impact $(858)
==============================================================================================
In addition, the impact of the devaluation of the peso produced foreign currency
translation losses that reduced Citicorp's equity by $512 million during the
2002 first quarter.
The Argentina Supreme Court has determined that the 2002 redenomination of
certain bank deposits of the Province of San Luis with Banco de la Nacion
Argentina from dollars to pesos was unconstitutional and has given the parties
to that litigation sixty days (commencing March 5, 2003) in which to determine
the manner and timing of the re-dollarization. Such sixty day period has elapsed
and the resolution of this matter has not been made publicly available.
Following this decision, on April 1, 2003, the government issued a regulation
providing for a voluntary election on the part of depositors with
reprogrammed/restricted balances to receive their peso deposits, including
indexation, from their respective banks, as well as a ten-year bond issued
directly by the government (the April 2003 Plan). The election period is
currently scheduled to expire on May 23, 2003. Through May 9, 2003, Citicorp
depositors representing approximately 32% of Citicorp's eligible deposit
liabilities in Argentina elected to redeem their deposits under the terms of the
April 2003 Plan. The redemption of deposits through May 9, 2003 was effected
with no loss to the Company and without a significant impact on the Company's
liquidity. Additional costs to the Company cannot be estimated as they will
depend on the level of depositor participation in the April 2003 Plan and on
future actions or decisions by the Argentine government or judiciary. Further,
6
any voluntary actions the Company has undertaken or might undertake, such as the
settlement of reprogrammed deposits, could mitigate such cost.
An insurance subsidiary of Citicorp has filed a restructuring plan for its
voluntary annuity holders that is under review by the local regulator. The
Company is in the process of evaluating the financial impact this may have on
future results.
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 the
Company's 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.
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.
The above paragraphs contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act. See "Forward-Looking Statements"
on page 21.
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.
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.
ACCOUNTING CHANGES IN 2002
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Company adopted the provisions of 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. The new rules require 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 are effective for all purchase
business combinations completed after June 30, 2001.
On January 1, 2002, Citicorp adopted the remaining provisions of SFAS No. 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.
SIGNIFICANT ACCOUNTING POLICIES
The Company's accounting policies are fundamental to understanding management's
discussion and analysis of results of operations and financial condition. The
Company has identified four policies as being significant because they require
management to make subjective and/or complex judgments about matters that are
inherently uncertain. These policies relate to Valuations of Financial
Instruments, Allowance for Credit Losses, Securitizations and Argentina. These
significant accounting policies are further described in the Company's 2002
Annual Report on Form 10-K.
7
GLOBAL CONSUMER
FIRST QUARTER
--------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- -----------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 9,065 $ 8,156 11
Operating expenses 4,193 3,763 11
Provisions for benefits, claims and credit losses 1,859 1,936 (4)
-------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 3,013 2,457 23
Income taxes 984 880 12
Minority interest, after-tax 19 10 90
-------------------------------
NET INCOME $ 2,010 $ 1,567 28
=====================================================================================================
GLOBAL CONSUMER - which provides banking, lending, including credit and charge
cards, and investment and personal insurance products and services to customers
around the world -- reported net income of $2.010 billion in the 2003 first
quarter, up $443 million or 28% from the prior-year period, driven by double
digit growth in CARDS and RETAIL BANKING that was partially offset by a decline
in CONSUMER FINANCE. CARDS net income increased $156 million or 27% in the 2003
first quarter, reflecting growth in North America and the absence of prior-year
charges related to Argentina. RETAIL BANKING net income increased $328 million
or 69% in the 2003 first quarter, reflecting the impact of the Golden State
Bancorp (GSB) acquisition, organic revenue growth, improved credit costs and the
absence of prior-year charges related to Argentina. CONSUMER FINANCE net income
of $485 million declined $45 million or 8% from the 2002 first quarter, as the
impact of higher net credit losses in Japan was partially offset by growth in
North America that was driven by the addition of the GSB auto finance business.
In November 2002, Citigroup completed the acquisition of GSB, which added $25
billion in deposits and $33 billion in average loans, including $31 billion in
RETAIL BANKING and $2 billion in CONSUMER FINANCE in the first quarter of 2003.
The integration of GSB continues to be on track, with branch branding and
systems conversions successfully completed during the 2003 first quarter and
more than 30 branches consolidated. Citigroup has increased the number of
salespeople in the branches and is currently selling a full range of Citigroup
products. In Consumer Assets, the conversion of the mortgage origination system
was completed during the 2003 first quarter and the servicing system conversion
is expected to be completed in the 2003 second quarter.
CARDS
FIRST QUARTER
------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ---------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 3,333 $ 3,121 7
Operating expenses 1,446 1,327 9
Provision for credit losses 774 897 (14)
------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 1,113 897 24
Income taxes 377 318 19
Minority interest, after-tax 1 - -
------------------------------
NET INCOME $ 735 $ 579 27
=========================================================================================================
Average assets (IN BILLIONS OF DOLLARS) $ 68 $ 57 19
Return on assets 4.38% 4.12%
=========================================================================================================
CARDS - which includes bankcards, private-label cards and charge cards in 47
countries around the world - reported net income of $735 million in the first
quarter of 2003, up $156 million or 27% from the 2002 first quarter, due to
increases in North America, which benefited from revenue growth and credit
improvement, and in International Cards, primarily due to an addition to the
loan loss reserve in the first quarter of 2002 related to Argentina.
8
As shown in the following table, average managed loans grew 8% in the 2003 first
quarter reflecting growth of 7% in North America and 14% in International Cards.
Growth in North America was led by Citi Cards which benefited from increased
advertising and marketing expenditures. Growth in International Cards reflected
broad-based increases in Asia and growth in EMEA, led by the U.K. and Greece,
resulting from organic growth and strengthening currencies in the 2003 first
quarter. The growth in International Cards was partially offset by a decline in
Latin America, which reflected lower loan volumes in Argentina and the negative
impact of foreign currency translation across the region. Sales increased 5% in
the 2003 first quarter, reflecting the benefit of marketing and expansion
efforts in Citi Cards, Asia, EMEA and Japan.
FIRST QUARTER
----------------------------------- %
IN BILLIONS OF DOLLARS 2003 2002 Change
- -----------------------------------------------------------------------------------------------------
SALES
North America $ 57.1 $ 54.9 4
International 8.6 7.4 16
-----------------------------------
TOTAL SALES $ 65.7 $ 62.3 5
AVERAGE MANAGED LOANS
North America(1) $ 115.2 $ 107.6 7
International 11.6 10.2 14
-----------------------------------
TOTAL AVERAGE MANAGED LOANS(1) $ 126.8 $ 117.8 8
=====================================================================================================
(1) The first quarters of 2003 and 2002 include $67.7 billion and $66.8
billion, respectively, of securitized receivables and $5.1 billion and $6.5
billion, respectively, of loans held for sale. Although a managed basis
presentation is not in conformity with GAAP, the Company believes it
provides a representation of performance and key indicators that is
consistent with the way the business is managed.
Revenues, net of interest expense, of $3.333 billion in the 2003 first quarter
rose $212 million or 7% primarily reflecting growth in North America, EMEA and
Asia. Revenue growth in North America was primarily due to the benefit of
receivable growth and increased cardholder services fees that were partially
offset by lower spreads. Managed net interest revenue as a percent of average
managed loans in North America declined 87 bps from the prior-year period as
lower cost of funds was more than offset by lower yields and the impact of
increased promotional rate balances. Citi Cards revenues in the 2003 first
quarter also included net gains of $146 million as a result of changes in
estimates in the timing of revenue recognition on securitizations. Growth in
EMEA and Asia was driven by spread improvements, increased receivables and the
benefit of foreign currency translation.
Operating expenses in the 2003 first quarter increased $119 million or 9% from
the 2002 first quarter, reflecting growth of 9% in North America and 11% in
International Cards. Growth in North America was mainly driven by increased
advertising and marketing expenditures and on-going business initiatives,
including costs in connection with the anticipated addition of the Home Depot
private label card portfolio. The operating expense increase of $30 million in
International Cards reflected the impact of foreign currency translation and
investments to support business growth, including costs associated with the
consolidation of certain back office operations in Europe.
The provision for credit losses in the 2003 first quarter was $774 million,
compared to $897 million in the 2002 period. The decline from the prior year was
primarily due to a $117 million addition to the loan loss reserve in the first
quarter of 2002 attributed to Argentina. Excluding the prior-year amount related
to Argentina, the provision for credit losses declined $6 million as credit
improvement in North America was partially offset by the impact of higher loss
rates in Hong Kong and the U.K. Net credit losses in the 2003 first quarter were
$730 million with a related loss ratio of 5.49%, compared to $711 million and
5.18% for the 2002 fourth quarter and $779 million and 7.12% for the 2002 first
quarter. Loans delinquent 90 days or more were $932 million or 1.81% at March
31, 2003, compared to $991 million or 1.75% at December 31, 2002 and $970
million or 2.14% at March 31, 2002.
The securitization of credit card receivables is limited to the Citi Cards
business within North America. At March 31, 2003, securitized credit card
receivables were $71.0 billion, compared to $65.8 billion at March 31, 2002.
Credit card receivables held-for-sale were $3.0 billion at March 31, 2003,
compared to $6.5 billion a year ago. 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
terms of these 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 the 2003
first quarter were $1.832 billion with a related loss ratio of 5.86%, compared
to $1.772 billion and 5.61% for the 2002 fourth quarter and $1.792 billion and
6.17% for the 2002 first quarter. The increase in the rate from the fourth
quarter of 2002 was primarily due to seasonality in North America Cards while
the decline from the prior-year quarter reflected improvement in both North
America and the international markets, despite higher bankruptcy losses in Hong
Kong and increased loss rates in the United Kingdom. Loans delinquent 90 days or
more on a managed basis were
9
$2.406 billion or 1.92% at March 31, 2003, compared to $2.397 billion or 1.84%
at December 31, 2002 and $2.492 billion or 2.12% at March 31, 2002.
Citi Cards has a significant co-branding program with American Airlines, the
Citi AAdvantage Program. As reported in the media, American Airlines' parent
company (AMR), has been exploring various alternatives including reorganization
under Chapter 11 of the U.S. Bankruptcy Code. Most recently, AMR successfully
renegotiated its labor union contracts, thereby avoiding the filing for
bankruptcy protection. If AMR's financial condition were to further deteriorate
and AMR were to file for bankruptcy protection, it is not expected to
significantly impact Citigroup's financial results. This statement is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 21. We will
continue to monitor this situation to assess its impact on Citicorp.
CONSUMER FINANCE
FIRST QUARTER
----------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ----------------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 2,532 $ 2,332 9
Operating expenses 865 755 15
Provisions for benefits, claims and credit losses 930 750 24
-----------------------------------
INCOME BEFORE TAXES 737 827 (11)
Income taxes 252 297 (15)
-----------------------------------
NET INCOME $ 485 $ 530 (8)
================================================================================================================
Average assets (IN BILLIONS OF DOLLARS) $ 104 $ 91 14
Return on assets 1.89% 2.36%
================================================================================================================
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 $485 million in the 2003 first
quarter, down $45 million or 8% from the 2002 first quarter, reflecting a
decline in International Consumer Finance, principally due to conditions in
Japan, partially offset by growth in North America that was driven by the
acquisition of GSB.
FIRST QUARTER
------------------------------ %
IN BILLIONS OF DOLLARS 2003 2002 Change
- ----------------------------------------------------------------------------------------------------------
AVERAGE LOANS
Real estate-secured loans $ 51.0 $ 46.4 10
Personal 22.5 20.1 12
Auto 10.8 7.4 46
Sales finance and other 4.5 3.3 36
------------------------------
TOTAL AVERAGE LOANS $ 88.8 $ 77.2 15
==========================================================================================================
As shown in the preceding table, average loans grew 15% compared to the 2002
first quarter, resulting from acquisitions, growth in real estate-secured loans,
the impact of funding auto loan volumes internally, and strengthening currencies
in the 2003 first quarter. Growth in real estate-secured loans mainly reflected
the continued cross-selling of products through Primerica Financial Services as
well as portfolio acquisitions in North America combined with growth in the U.K.
Average auto loans for the 2003 first quarter increased $3.4 billion or 46% from
2002, primarily resulting from the addition of $2.0 billion from the acquisition
of GSB, as well as a shift in funding policy to fund business volumes
internally. In Japan, average loans of $12.6 billion in the 2003 first quarter
grew $2.1 billion or 20% from the prior-year quarter, as the acquisitions of
Taihei and Marufuku, which added $1.2 billion to average loans, and the benefit
of foreign currency translation were partially offset by the impacts of reduced
loan demand and tighter underwriting standards.
As shown in the following table, the average net interest margin of 10.55% in
the 2003 first quarter declined 3 basis points from the 2002 first quarter,
reflecting compression in both North America and the international markets
partially offset by growth in higher-yielding International Consumer Finance
loans. In North America, the average net interest margin was 8.56% in the 2003
first quarter, decreasing 8 basis points from the prior-year quarter as the
benefit of lower cost of funds was more than offset by lower yields, reflecting
a lower interest rate environment as well as a shift to higher-quality credits.
The average net interest margin for International Consumer Finance was 16.94% in
the 2003 first quarter, declining 23 basis points from the prior-year quarter,
reflecting a decline in cost of funds that was more than offset by lower yields,
primarily due to growth in lower-risk real estate-secured loans that have lower
yields.
FIRST QUARTER
----------------------------------- %
2003 2002 Change
- -------------------------------------------------------------------------------------------------------
AVERAGE NET INTEREST MARGIN
North America 8.56% 8.64% (8 bps)
International 16.94% 17.17% (23 bps)
TOTAL 10.55% 10.58% (3 bps)
=======================================================================================================
10
Revenues, net of interest expense, of $2.532 billion in the 2003 first quarter
increased $200 million or 9% from the 2002 first quarter, mainly due to
increases in the U.S., Japan and EMEA. Revenue growth in the U.S. was primarily
driven by growth in receivables that included the addition of GSB. Revenue
growth in Japan was primarily driven by the impact of acquisitions and the
benefit of foreign currency translation. Revenue growth in EMEA primarily
reflected higher volumes as well as the benefit of foreign currency translation.
Revenue growth in the U.S., Japan and EMEA was negatively impacted by reduced
net interest margins.
Operating expenses of $865 million in the 2003 first quarter increased $110
million or 15% from the prior-year period, reflecting increases of 9% in North
America and 24% in International Consumer Finance. The increase in North America
was primarily due to the acquisition of GSB, increased credit and collection
costs and lower production related expense deferrals. The increase in
International Consumer Finance included both the impact of the Taihei and
Marufuku acquisitions and the impact of foreign currency translation as well as
costs, in Japan, attributable to actions taken to restructure the business in
response to the continued challenging business environment.
The provisions for benefits, claims and credit losses in the 2003 first quarter
were $930 million, compared to $750 million in the prior-year quarter, primarily
reflecting increases in the provision for credit losses in Japan, resulting from
deteriorating credit conditions, and in the U.S., resulting from growth in the
portfolio, including the impact of acquisitions. Net credit losses and the
related loss ratio were $855 million and 3.91% in the 2003 first quarter,
compared to $852 million and 3.91% in the 2002 fourth quarter and $671 million
and 3.52% in the 2002 first quarter. In North America, the net credit loss ratio
of 3.06% in the 2003 first quarter was down from 3.10% in the 2002 fourth
quarter and up from 3.00% in the 2002 first quarter. The net credit loss ratio
for International Consumer Finance was 6.69% in the 2003 first quarter, up from
6.48% in the 2002 fourth quarter and 5.32% in the 2002 first quarter, primarily
due to conditions in Japan, including increased bankruptcy filings and
deteriorating credit quality. Loans delinquent 90 days or more were $2.183
billion or 2.45% of loans at March 31, 2003, compared to $2.197 billion or 2.48%
at December 31, 2002 and $2.242 billion or 2.86% a year ago. The decrease in the
delinquency ratio versus the prior year and prior quarter was mainly due to
improvements in the U.S.
In Japan, net credit losses and the related loss ratio are expected to increase
from the 2003 first quarter as a result of economic conditions and credit
performance of the unsecured loan portfolio, including increased bankruptcy
filings. This statement is a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 21.
RETAIL BANKING
FIRST QUARTER
----------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- -----------------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 3,119 $ 2,653 18
Operating expenses 1,779 1,598 11
Provisions for benefits, claims and credit losses 155 289 (46)
-----------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 1,185 766 55
Income taxes 360 278 29
Minority interest, after-tax 19 10 90
-----------------------------------
NET INCOME $ 806 $ 478 69
================================================================================================================
Average assets (IN BILLIONS OF DOLLARS) $ 192 $ 138 39
Return on assets 1.70% 1.40%
================================================================================================================
RETAIL BANKING -- which delivers banking, lending, investment and insurance
services to customers through retail branches and electronic delivery systems --
reported net income of $806 million in the 2003 first quarter, up $328 million
or 69% from the 2002 first quarter. The increase in RETAIL BANKING was driven by
growth in North America of $249 million or 94%, primarily due to the acquisition
of GSB, organic revenue growth and improved credit costs. Net income in
International Retail Banking increased $79 million or 37% in the 2003 first
quarter, reflecting double-digit growth in EMEA and Asia, as well as an increase
in Latin America due to charges taken in the prior-year period related to
Argentina.
11
As shown in the following table, RETAIL BANKING grew average loans and customer
deposits compared to 2002. The growth in North America primarily reflected the
acquisition of GSB, partially offset by the negative impact of foreign currency
translation in Mexico. In addition, North America experienced customer deposit
growth in Citibanking North America and average loan growth in Consumer Assets,
primarily due to increased mortgages and student loans. In the international
markets, average customer deposits grew 6% from the prior year driven by the
impact of foreign currency translation and growth in Japan. International Retail
Banking average loans increased 3% from the prior year as the impact of foreign
currency translation and growth in installment loans in Germany were partially
offset by the 2002 third quarter sale of the mortgage portfolio in Japan. Growth
in both loans and customer deposits was negatively impacted by volume declines
in Latin America, primarily in Argentina.
FIRST QUARTER
-------------------------------- %
IN BILLIONS OF DOLLARS 2003 2002 Change
- ------------------------------------------------------------------------------------------------------------
AVERAGE CUSTOMER DEPOSITS
North America $ 111.9 $ 89.4 25
International 81.4 77.0 6
--------------------------------
TOTAL AVERAGE CUSTOMER DEPOSITS $ 193.3 $ 166.4 16
AVERAGE LOANS
North America $ 99.4 $ 62.9 58
International 33.6 32.6 3
--------------------------------
TOTAL AVERAGE LOANS $ 133.0 $ 95.5 39
============================================================================================================
Revenues, net of interest expense, of $3.119 billion in the 2003 first quarter
increased $466 million or 18% from the 2002 period. The increase in revenues
reflected growth in all regions, except Latin America. Revenue in North America
increased $408 million or 26% in the 2003 first quarter, driven by the
acquisition of GSB and growth in Citibanking North America and Consumer Assets
and Mexico. Excluding the acquisition of GSB, growth in Citibanking North
America and Consumer Assets was driven by the benefit of increased loan and
deposit volumes and higher mortgage securitization income, partially offset by
lower net funding and positioning spreads in Citibanking North America and lower
servicing revenue in Consumer Assets. The decline in servicing revenue reflected
the impact of increases in mortgage refinancing and prepayment activity. In
Mexico, improved loan and deposit spreads were partially offset by the negative
impact of foreign currency translation. International Retail Banking revenues
increased $58 million or 5% in the 2003 first quarter, as strengthening
currencies and growth in EMEA and Asia were partially offset by a decline in
Latin America. Excluding the impact of foreign currency translation, increased
loan volumes and spreads, mainly in Germany, drove growth in EMEA while Asia
benefited from strong investment and insurance products sales as well as higher
business volumes from account growth. The decline in Latin America was due to
events in Argentina including a benefit in the prior year resulting from a
reclassification of re-denomination losses among products based on the
pesification decree issued by the Argentine government in February 2002. The
year-over-year comparison in Latin America was also negatively impacted by
reduced business activity in Argentina and the impact of foreign currency
translation across the region.
Operating expenses in the 2003 first quarter increased $181 million or 11% from
the prior-year period. In North America, operating expense growth of $113
million or 11% was primarily due to the addition of GSB, partially offset by the
impact of foreign currency translation in Mexico. Excluding the impact of
acquisitions and foreign currency translation, operating expenses in North
America were down from the prior-year period in all businesses except Consumer
Assets which experienced volume-related increases. International Retail Banking
operating expenses increased $68 million or 12%, mainly reflecting the impact of
foreign currency translation, volume-related increases and costs associated with
the consolidation of certain back office operations in Europe.
The provisions for benefits, claims and credit losses were $155 million in the
2003 first quarter, down from $289 million in the prior-year quarter. The
decline from the prior year was primarily due to a $101 million addition to the
loan loss reserve in the first quarter of 2002 related to Argentina. Net credit
losses were $152 million and the related loss ratio was 0.46% in the 2003 first
quarter, compared to $140 million and 0.46% in the 2002 fourth quarter and $191
million and 0.81% in the prior-year quarter. The decrease in the net credit loss
ratio from the prior year was primarily due to improvements in Argentina and
higher recoveries in Mexico.
Loans delinquent 90 days or more were $4.070 billion or 3.08% of loans at March
31, 2003, compared to $4.073 billion or 3.08% at December 31, 2002, and $3.448
billion or 3.66% a year ago. Compared to a year ago, the increase in delinquent
loans was primarily due to increases in Consumer Assets and EMEA, partially
offset by a decline in Mexico. The increase in Consumer Assets was mainly due to
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 EMEA was primarily in
Germany and reflected the impact of statutory changes and foreign currency
translation. The decline in Mexico reflected improvements in the mortgage and
middle market loan portfolios as well as the impact of foreign currency
translation.
Average assets of $192 billion in the 2003 first quarter increased $54 billion
from the prior-year period. The increase in average assets primarily reflected
the acquisition of GSB, growth in mortgages and student loans in Consumer
Assets, and the impact of foreign currency translation in EMEA.
12
OTHER CONSUMER
FIRST QUARTER
------------------------------ %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 81 $ 50 62
Operating expenses 103 83 24
------------------------------
INCOME BEFORE TAX BENEFITS (22) (33) 33
Income tax benefits (6) (13) 54
------------------------------
NET LOSS $ (16) $ (20) 20
======================================================================================================
OTHER CONSUMER -- which includes certain treasury and other unallocated staff
functions, global marketing and other programs -- reported a loss of $16 million
for the 2003 first quarter, compared to a loss of $20 million in the prior year.
The change from the prior year was primarily due to improvements in treasury
results and other programs, partially offset by an increase in legal costs in
connection with settlements reached in 2002.
13
GLOBAL CORPORATE AND INVESTMENT BANK
FIRST QUARTER
------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 3,215 $ 3,228 -
Operating expenses 1,577 1,480 7
Provision for credit losses 244 680 (64)
-------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 1,394 1,068 31
Income taxes 375 319 18
Minority interest, after-tax 5 3 67
-------------------------------
NET INCOME $ 1,014 $ 746 36
======================================================================================================
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. The primary businesses in CAPITAL MARKETS AND BANKING include Fixed
Income, Sales & Trading (which mainly operates in Asia, Latin America, EMEA and
Mexico), CitiCapital and Lending.
GCIB reported net income of $1.014 billion in the 2003 first quarter, up $268
million or 36% from the 2002 first quarter. The increase in net income reflects
increases of $160 million or 24% in CAPITAL MARKETS AND BANKING and $108 million
in TRANSACTION SERVICES. Net income for the 2002 first quarter was negatively
impacted by economic conditions in Argentina.
The increase in CAPITAL MARKETS AND BANKING net income in the 2003 first quarter
primarily reflects a lower provision for credit losses and strong Fixed Income
underwriting, partially offset by declines in Sales & Trading. The increase in
TRANSACTION SERVICES net income in the 2003 first quarter is primarily due to
gains on early termination of intracompany deposits (which were offset in
CAPITAL MARKETS AND BANKING) and a lower provision for credit losses due to
prior-year trade finance write-offs in Argentina, revenue growth reflecting
higher volumes and the impact of expense control initiatives.
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. Credit costs are
expected to slightly improve compared to 2002 levels despite continued 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 21.
CAPITAL MARKETS AND BANKING
FIRST QUARTER %
-----------------------------------
IN MILLIONS OF DOLLARS 2003 2002 Change
- ----------------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 2,302 $ 2,371 (3)
Operating expenses 952 827 15
Provision for credit losses 235 611 (62)
-----------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 1,115 933 20
Income taxes 293 274 7
Minority interest, after-tax 5 2 NM
-----------------------------------
NET INCOME $ 817 $ 657 24
================================================================================================================
NM Not meaningful
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 $817 million in the 2003 first quarter
was up $160 million or 24%, primarily due to a lower provision for credit
losses. The 2002 first quarter was negatively impacted by Latin America,
primarily Argentina.
Revenues, net of interest expense, of $2.302 billion in the 2003 first quarter
decreased $69 million or 3% from the 2002 first quarter primarily due to strong
prior-year quarter trading in Mexico within Sales & Trading, partially offset by
redenomination losses in Argentina in the prior-year quarter and increases in
Fixed Income over a strong prior-year quarter.
Operating expenses of $952 million in the 2003 first quarter were up $125
million or 15% from the prior-year period primarily reflecting higher incentive
compensation expense and severance-related charges.
14
The provision for credit losses was $235 million in the 2003 first quarter, down
$376 million from the prior-year quarter, which included provisions for
Argentina and exposures in the telecommunications industry.
Cash-basis loans were $4.301 billion at March 31, 2003, $4.239 billion at
December 31, 2002, and $3.501 billion at March 31, 2002. Cash-basis loans were
up $800 million from March 31, 2002, which primarily reflects increases in the
telecommunications and energy industries and the transportation leasing and
equipment finance portfolios in CitiCapital, as well as corporate borrowers in
Hong Kong, Brazil, and Thailand. Cash-basis loans increased $62 million from
December 31, 2002 primarily due to corporate borrowers in Hong Kong, Brazil,
India and Mexico, partially offset by decreases in Argentina, the
telecommunications industry and the transportation portfolio in CitiCapital.
TRANSACTION SERVICES
FIRST QUARTER
-------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ----------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 913 $ 857 7
Operating expenses 625 653 (4)
Provision for credit losses 9 69 (87)
--------------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST 279 135 NM
Income taxes 82 45 82
Minority interest, after-tax - 1 NM
--------------------------------
NET INCOME $ 197 $ 89 NM
==========================================================================================================
NM Not meaningful
TRANSACTION SERVICES - which provides cash management, trade finance, custody,
clearing and depository services globally - reported net income of $197 million
in the 2003 first quarter, up $108 million from the 2002 first quarter. The
increase in the 2003 first quarter primarily reflects a lower provision for
credit losses, strong volume growth and the impact of expense control
initiatives.
As shown in the following table, average liability balances of $92 billion grew
14% over the 2002 first quarter primarily due to increases in Europe and Asia.
Assets under custody of $5.2 trillion remained flat to the 2002 first quarter
levels.
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31 MARCH 31
--------------------------------------------- %
2003 2002 Change
- --------------------------------------------------------------------------------------------------------
Liability balances (AVERAGE IN BILLIONS) $ 92 $ 81 14
Assets under custody (EOP IN TRILLIONS) 5.2 5.2 -
========================================================================================================
Revenues, net of interest expense, of $913 million in the 2003 first quarter
increased $56 million or 7% from the 2002 first quarter, primarily due to gains
on early termination of intracompany deposits (which were offset in CAPITAL
MARKETS AND BANKING), strong volume growth and a benefit from foreign exchange
currency translation, partially offset by declining spreads.
Operating expenses of $625 million in the 2003 first quarter decreased $28
million or 4% from the 2002 first quarter, primarily reflecting expense control
initiatives, including staff reductions, reduced technology spending and absence
of asset write-offs, as well as operational efficiency improvements resulting
from prior-year investments in Internet initiatives.
The provision for credit losses of $9 million in the 2003 first quarter
decreased by $60 million from the 2002 first quarter, primarily reflecting
prior-year write-offs in Argentina, partially offset by 2003 first quarter
provisions in Brazil.
Cash-basis loans, which in the TRANSACTION SERVICES business are primarily trade
finance receivables, were $539 million at March 31, 2003, $572 million at
December 31, 2002 and $442 million at March 31, 2002. Cash-basis loans were up
$97 million from March 31, 2002 principally due to trade finance receivables in
Argentina, Brazil, and Mexico. Cash-basis loans decreased $33 million from
December 31, 2002 primarily due to decreases in Argentina, partially offset by
increases in Mexico.
15
GLOBAL INVESTMENT MANAGEMENT
FIRST QUARTER
------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- --------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 787 $ 725 9
Operating expenses 442 443 -
Provisions for benefits, claims and credit losses 97 92 5
-------------------------------
INCOME BEFORE TAXES 248 190 31
Income taxes 64 52 23
-------------------------------
NET INCOME $ 184 $ 138 33
========================================================================================================
GLOBAL INVESTMENT MANAGEMENT is comprised of 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 of $184 million in the 2003 first
quarter increased $46 million or 33% from the 2002 first quarter. LIFE INSURANCE
AND ANNUITIES net income of $22 million in the 2003 first quarter, which
includes realized insurance investment portfolio gains/(losses), increased $10
million or 83% from the prior-year period primarily reflecting an increase of
$11 million in International Insurance Manufacturing (IIM). The increase in IIM
primarily reflects increases in Mexico, Asia and Latin America, partially offset
by declines in EMEA and Japan. PRIVATE BANK net income of $125 million in the
2003 first quarter was up $14 million or 13% from the 2002 first quarter
primarily reflecting increased client trading and lending revenues and a lower
provision for credit losses, partially offset by the absence of prior-year
placement fee revenues and increased expenses. ASSET MANAGEMENT net income of
$37 million in the 2003 first quarter was up $22 million from the 2002 first
quarter primarily reflecting lower expenses, including the absence of prior-year
charges related to Argentina, partially offset by the impact of reduced fee
revenues.
LIFE INSURANCE AND ANNUITIES
FIRST QUARTER
------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- -------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 179 $ 131 37
Provision for benefits and claims 93 86 8
Operating expenses 59 29 NM
-------------------------------
INCOME BEFORE TAXES 27 16 69
Income taxes 5 4 25
-------------------------------
NET INCOME $ 22 $ 12 83
=======================================================================================================
NM Not meaningful
LIFE INSURANCE AND ANNUITIES comprises International Insurance Manufacturing
(IIM) and Citi Insurance Group (CIG). These businesses provide credit, life,
health, 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, EMEA, Latin America and Asia.
Net income of $22 million in the 2003 first quarter increased $10 million or 83%
from $12 million in the 2002 first quarter. The increase primarily resulted from
an $11 million increase in IIM earnings to $15 million in the 2003 first quarter
reflecting increases of $5 million in Mexico, $4 million in Asia and $3 million
in Latin America, partially offset by declines in EMEA and Japan. The increases
in Mexico and Asia primarily related to higher investment results. The $3
million increase in Latin America related to the absence of 2002 first quarter
one-time items, including an Amparos reserve of $17 million, offset by the
impact of a benefits and claims reserve release of $6 million and foreign
exchange gains on U.S. dollar-denominated investments of $8 million.
During the 2003 first quarter, LIFE INSURANCE AND ANNUITIES operating expenses
of $59 million increased $30 million from the prior-year period primarily due to
increased IIM expenses of $29 million. The increase relates to a change in the
presentation of certain fee-sharing arrangements with various Global Consumer
businesses, which increased both revenues and expenses by $25 million in the
current period.
16
PRIVATE BANK
FIRST QUARTER
--------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ----------------------------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 461 $ 423 9
Operating expenses 275 257 7
Provision for credit losses 4 6 (33)
---------------------------------
INCOME BEFORE TAXES 182 160 14
Income taxes 57 49 16
---------------------------------
NET INCOME $ 125 $ 111 13
============================================================================================================================
Average assets (IN BILLIONS OF DOLLARS) $ 34 $ 28 21
Return on assets 1.49% 1.61%
- ----------------------------------------------------------------------------------------------------------------------------
Client business volumes under management (IN BILLIONS OF DOLLARS) $ 172 $ 166 4
============================================================================================================================
PRIVATE BANK provides personalized wealth management services for high-net-worth
clients around the world. PRIVATE BANK net income was $125 million in the 2003
first quarter, up $14 million or 13% from the 2002 first quarter, primarily
reflecting increased client trading and lending activity and a lower provision
for credit losses, partially offset by the absence of prior-year placement fees
and increased expenses related to front-end sales and servicing capabilities,
technology and incentive compensation associated with higher revenues.
Client business volumes under management, which include custody accounts, assets
under fee-based management, deposits and loans, were $172 billion as of March
31, 2003, up 4% from $166 billion in the 2002 first quarter reflecting increases
in loans of $5 billion and banking deposits of $4 billion, partially offset by
other net declines of $3 billion (primarily custody). Regionally, the increase
reflects the inclusion of Banamex client business volumes ($7 billion) into
Mexico beginning August 2002 and continued growth in Japan, Asia and North
America, partially offset by declines in EMEA and Latin America.
Revenues, net of interest expense, were $461 million in the 2003 first quarter,
up $38 million or 9% from the 2002 first quarter, primarily driven by increases
in client trading and lending activity, partially offset by the absence of
prior-year placement fees. The 2003 increase also reflects continued favorable
trends in North America (including Mexico), up $23 million or 12% from the
prior-year period, primarily in client trading and lending activity.
International revenues increased $15 million or 6% from the prior-year period,
primarily due to growth in Japan of $10 million or 20% (client trading and
lending), Asia of $5 million or 6% (client trading and global wealth
structuring) and Latin America of $2 million or 6% (client trading), offset by
declines in EMEA of $2 million or 4%. The decline in placement fees principally
occurred in Asia, Japan and EMEA.
Operating expenses of $275 million in the 2003 first quarter were up $18 million
or 7% from the 2002 first quarter, primarily reflecting higher levels of
employee-related expenses including increased front-end sales and servicing
capabilities, and incentive compensation associated with higher revenues as well
as investment spending in technology.
The provision for credit losses was $4 million in the 2003 first quarter, down
$2 million or 33% from the 2002 first quarter, primarily reflecting lower
write-offs in EMEA and a lower addition to the loan loss reserve in the 2003
first quarter compared to the 2002 first quarter, partially offset by higher
write-offs in North America (excluding Mexico), Japan and Asia. Net credit
losses in the 2003 first quarter remained at a nominal level of 0.03% of average
loans outstanding, compared with 0.04% in the 2002 first quarter. Loans 90 days
or more past due as of March 31, 2003 were $157 million or 0.49% of total loans
outstanding, compared with $143 million or 0.52% at March 31, 2002.
Average assets of $34 billion in the 2003 first quarter increased $6 billion or
21% from $28 billion in the 2002 first quarter. The increase from the prior-year
period was primarily related to increased lending activity (higher mortgage
financing and re-financing, tailored loans and margin lending) and the
consolidation of a previously unconsolidated entity due to changes in the
contractual relationship with this entity.
17
ASSET MANAGEMENT
FIRST QUARTER
----------------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- -------------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 147 $ 171 (14)
Operating expenses 108 157 (31)
-----------------------------------
INCOME BEFORE TAXES 39 14 NM
Income taxes (benefits) 2 (1) NM
-----------------------------------
NET INCOME $ 37 $ 15 NM
=============================================================================================================
Assets under management (IN BILLIONS OF DOLLARS)(1) $ 165 $ 160 3
=============================================================================================================
(1) Includes $30 billion and $29 billion in 2003 and 2002, respectively, for
PRIVATE BANK clients.
NM Not meaningful
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
business 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 $37 million in the 2003 first quarter was up $22 million compared
to the 2002 first quarter, primarily reflecting decreased expenses including the
absence of prior-year charges related to Argentina, partially offset by reduced
fee revenues.
Assets under management for the 2003 first quarter were $165 billion, an
increase of $5 billion or 3% from the 2002 first quarter.
Revenues, net of interest expense, decreased $24 million or 14% from the
prior-year period to $147 million in the 2003 first quarter. The decrease
primarily related to reduced fee revenues due to changes in product mix and the
peso devaluations in Mexico and Argentina.
Operating expenses of $108 million in the 2003 first quarter were down $49
million or 31% from the 2002 first quarter, primarily reflecting continued
expense management including a decline in incentive compensation, the absence of
2002 first quarter restructuring charges in Argentina of $12 million ($8 million
after-tax) and the impact of the peso devaluations in Mexico and Argentina.
PROPRIETARY INVESTMENT ACTIVITIES
FIRST QUARTER
---------------------------- %
IN MILLIONS OF DOLLARS 2003 2002 Change
- ------------------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 36 $ 107 (66)
Operating expenses 53 47 13
----------------------------
INCOME BEFORE TAXES AND MINORITY INTEREST (17) 60 NM
Income taxes (4) 26 NM
Minority interest, after-tax 8 (1) NM
----------------------------
NET INCOME $ (21) $ 35 NM
======================================================================================================
NM Not meaningful
PROPRIETARY INVESTMENT ACTIVITIES is comprised of Citicorp's proprietary Private
Equity investments, including venture capital activities, and Other Investment
Activities which includes Citicorp's proprietary investments in hedge funds and
real estate investments, investments in countries that refinanced debt under the
1989 Brady Plan or plans of a similar nature and Citicorp's Alternative
Investments (CAI) business.
Revenues, net of interest expense, in the 2003 first quarter of $36 million
decreased $71 million from the 2002 first quarter, reflecting lower Private
Equity results from lower net mark-to-market gains offset by lower impairment
write-downs, and decreased revenues in Other Investment Activities primarily
related to CAI. Operating expenses of $53 million in the 2003 first quarter
increased $6 million from the 2002 first quarter primarily reflecting increased
expenses in CAI. Minority interest, after-tax of $8 million in the 2003 first
quarter, increased $9 million from the prior-year period primarily due to the
net impact of majority-owned funds established in late 2002.
See Note 5 to the Consolidated Financial Statements for additional information
on investments in fixed maturity and equity securities.
The following sections contain information concerning revenues, net of interest
expense, for the two main investment classifications of Proprietary Investment
Activities:
18
PRIVATE EQUITY includes 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.
As of March 31, 2003 and March 31, 2002, Private Equity included assets of
$5.895 billion and $8.033 billion, respectively, with the portfolio primarily
invested in industrial, consumer goods, communication and technology companies.
The decline in assets reflects the impacts of lower net mark-to-market
valuations, impairment write-downs and sales.
Revenues for Private Equity, net of interest expense, are composed of the
following:
FIRST QUARTER
-----------------------------------
IN MILLIONS OF DOLLARS 2003 2002(1)
- -----------------------------------------------------------------------------------------------
Net realized gains/(losses)(2) $ 41 $ 65
Public mark-to-market 3 213
Net impairment (write-downs)/write-ups(3) (20) (161)
Other(4) (14) (40)
-----------------------------------
Revenues, net of interest expense $ 10 $ 77
===============================================================================================
(1) Reclassified to conform to the 2003 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 $10 million in the 2003 first quarter
declined $67 million from the 2002 first quarter primarily relating to lower net
public mark-to-market gains of $210 million and lower net realized
gains/(losses) on sales of investments of $24 million, partially offset by lower
impairment write-downs of $141 million and increased other net revenues of $26
million. The 2002 first quarter included a mark-to-market gain of $113 million
on an investment in India and impairment write-downs of $100 million on certain
investments in Argentina.
OTHER INVESTMENT ACTIVITIES includes CAI, various proprietary investments,
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).
As of March 31, 2003, Other Investment Activities included assets of $1.815
billion, including $520 million in the LDC Debt/ Refinancing portfolios, $1.131
billion in hedge funds, the majority of which represents money managed for TPC,
and $164 million in other assets. As of March 31, 2002, total assets of Other
Investment Activities were $1.598 billion, including $743 million in the LDC
Debt/Refinancing portfolios, $558 million in hedge funds and $297 million in
other assets.
The major components of Other Investment Activities revenues, net of interest
expense are as follows:
FIRST QUARTER
---------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ---------------------------------------------------------------------------------------
LDC Debt/Refinancing portfolios $ 4 $ 4
Hedge fund investments 15 11
Other 7 15
---------------------------------
Revenues, net of interest expense $ 26 $ 30
=======================================================================================
Revenues, net of interest expense, in the 2003 first quarter of $26 million
decreased $4 million from the 2002 first quarter, primarily resulting from a $6
million decrease in CAI, and a $2 million net decrease in other revenues,
partially offset by a $4 million increase from improved hedge fund results.
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 21.
19
CORPORATE/OTHER
FIRST QUARTER
----------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ----------------------------------------------------------------------------------------------
REVENUES, NET OF INTEREST EXPENSE $ 185 $ 205
Operating expenses 231 208
Provisions for benefits, claims and credit losses - (9)
----------------------------------
INCOME (LOSS) BEFORE TAXES AND MINORITY INTEREST (46) 6
Income taxes 18 19
Minority interest, after-tax 6 7
----------------------------------
NET LOSS $ (70) $ (20)
==============================================================================================
CORPORATE/OTHER includes net corporate treasury results, corporate expenses,
certain intersegment eliminations and taxes not allocated to the individual
businesses.
Revenues, net of interest expense, of $185 million in the 2003 first quarter
decreased $20 million from the 2002 first quarter, primarily reflecting lower
net treasury results and the impact of lower intersegment eliminations. The
lower net treasury results primarily related to increased funding costs not
allocated to the individual businesses and the impact of increased borrowing
levels.
Operating expenses of $231 million in the 2003 first quarter increased $23
million from the 2002 first quarter primarily due to increases in certain net
unallocated corporate costs and higher employee-related costs, partially offset
by lower intersegment eliminations.
20
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 global economic conditions; sovereign or
regulatory actions; 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 around the world; the continued
economic crisis in Argentina; legal and regulatory matters in Argentina,
including the effect of the recent decision by the Argentina Supreme Court
declaring the 2002 redenomination unconstitutional; the effect of adopting SFAS
149 and applying FIN 46; the impact of the financial condition of AMR; economic
conditions and credit performance of the portfolios, including increased
bankruptcy filings and rising unemployment rates, in Japan; portfolio growth and
seasonal factors; subsidiaries' dividending capabilities; the effect of banking
and financial services reforms; possible amendments to, and interpretations of,
risk-based capital guidelines and reporting instructions; and the resolution of
legal proceedings and related matters.
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 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.
21
DETAILS OF CREDIT LOSS EXPERIENCE
1ST QTR. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
IN MILLIONS OF DOLLARS 2003 2002 2002 2002 2002
- ------------------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR CREDIT LOSSES
AT BEGINNING OF PERIOD $ 11,501 $ 10,720 $ 10,437 $ 10,520 $ 10,088
---------------------------------------------------------------------------------
PROVISION FOR CREDIT LOSSES
Consumer 1,810 1,792 1,885 1,599 1,878
Corporate 242 898 804 458 681
---------------------------------------------------------------------------------
2,052 2,690 2,689 2,057 2,559
---------------------------------------------------------------------------------
GROSS CREDIT LOSSES:
CONSUMER
In U.S. offices 1,344 1,295 1,255 1,281 1,281
In offices outside the U.S. 714 738 784 660 617
CORPORATE
In U.S. offices 207 483 323 429 316
In offices outside the U.S. 185 277 382 197 241
---------------------------------------------------------------------------------
2,450 2,793 2,744 2,567 2,455
---------------------------------------------------------------------------------
CREDIT RECOVERIES:
CONSUMER
In U.S. offices 175 162 149 155 148
In offices outside the U.S. 144 161 129 104 107
CORPORATE(1)
In U.S. offices 17 73 50 114 30
In offices outside the U.S. 31 58 54 27 42
---------------------------------------------------------------------------------
367 454 382 400 327
---------------------------------------------------------------------------------
NET CREDIT LOSSES
In U.S. offices 1,359 1,543 1,379 1,441 1,419
In offices outside the U.S. 724 796 983 726 709
---------------------------------------------------------------------------------
2,083 2,339 2,362 2,167 2,128
---------------------------------------------------------------------------------
Other -- net(2) (21) 430 (44) 27 1
---------------------------------------------------------------------------------
ALLOWANCE FOR CREDIT LOSSES AT END OF PERIOD $ 11,449 $ 11,501 $ 10,720 $ 10,437 $ 10,520
---------------------------------------------------------------------------------
ALLOWANCE FOR CREDIT LOSSES
ON LETTERS OF CREDIT (3) 167 167 110 110 50
---------------------------------------------------------------------------------
TOTAL ALLOWANCE FOR LOANS, LEASES, LENDING
COMMITMENTS AND LETTERS OF CREDIT $ 11,616 $ 11,668 $ 10,830 $ 10,547 $ 10,570
===============================================================================================================================
Net consumer credit losses $ 1,739 $ 1,710 $ 1,761 $ 1,682 $ 1,643
As a percentage of average consumer loans 2.29% 2.33% 2.65% 2.65% 2.71%
===============================================================================================================================
Net corporate credit losses $ 344 $ 629 $ 601 $ 485 $ 485
As a percentage of average corporate loans 1.07% 1.88% 1.80% 1.43% 1.37%
===============================================================================================================================
(1) Includes amounts recognized under credit default swaps purchased from third
parties.
(2) Primarily includes foreign currency translation effects and the addition of
allowance for credit losses of $452 million related to the acquisition of
GSB in the 2002 fourth quarter.
(3) Primarily represents additional credit reserves recorded as Other
Liabilities on the Consolidated Statement of Financial Position.
22
CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS
MAR. 31, Dec. 31, Sept. 30, June 30, Mar. 31,
IN MILLIONS OF DOLLARS 2003 2002 2002 2002 2002
- ---------------------------------------------------------------------------------------------------------------------------
CORPORATE CASH-BASIS LOANS(1)
Collateral dependent (at lower of cost
or collateral value)(2) $ 524 $ 572 $ 430 $ 447 $ 455
Other 4,316 4,239 4,230 4,023 3,488
------------------------------------------------------------------------------
TOTAL $ 4,840 $ 4,811 $ 4,660 $ 4,470 $ 3,943
===========================================================================================================================
CORPORATE CASH-BASIS LOANS(1)
In U.S. offices $ 1,431 $ 1,633 $ 1,475 $ 1,362 $ 1,416
In offices outside the U.S. 3,409 3,178 3,185 3,108 2,527
------------------------------------------------------------------------------
TOTAL $ 4,840 $ 4,811 $ 4,660 $ 4,470 $ 3,943
===========================================================================================================================
CORPORATE RENEGOTIATED LOANS
In U.S. offices $ 105 $ 115 $ 202 $ 248 $ 219
In offices outside the U.S. 52 55 65 69 116
------------------------------------------------------------------------------
TOTAL $ 157 $ 170 $ 267 $ 317 $ 335
===========================================================================================================================
CONSUMER LOANS ON WHICH ACCRUAL
OF INTEREST HAD BEEN SUSPENDED
In U.S. offices $ 2,368 $ 2,338 $ 2,307 $ 2,445 $ 2,205
In offices outside the U.S. 2,811 2,723 2,535 2,356 2,654
------------------------------------------------------------------------------
TOTAL $ 5,179 $ 5,061 $ 4,842 $ 4,801 $ 4,859
===========================================================================================================================
ACCRUING LOANS 90 OR MORE
DAYS DELINQUENT(3)
In U.S. offices $ 2,488 $ 2,639 $ 2,063 $ 2,020 $ 1,952
In offices outside the U.S. 353 447 562 718 716
------------------------------------------------------------------------------
TOTAL $ 2,841 $ 3,086 $ 2,625 $ 2,738 $ 2,668
===========================================================================================================================
(1) Excludes cash-basis loans for the Investment Activities businesses for the
first, second, third and fourth quarters of 2002 which were $1 million, $51
million, $93 million and $18 million, respectively, and are included in
Other Assets on the Consolidated Statement of Financial Position for the
first quarter of 2003.
(2) A cash-basis loan is defined as collateral dependent when repayment is
expected to be provided solely by the liquidation of 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) Substantially all consumer loans, of which $1,735 million, $1,764 million,
$1,250 million, $1,257 million, and $1,106 million are
government-guaranteed student loans and Federal Housing Authority mortgages
at March 31, 2003, December 31, 2002, September 30, 2002, June 30, 2002,
and March 31, 2002, respectively.
OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
MAR. 31, Dec. 31, Sept. 30, June 30, Mar. 31,
IN MILLIONS OF DOLLARS 2003 2002 2002 2002 2002
- -------------------------------------------------------------------------------------------------------------------
OTHER REAL ESTATE OWNED(1)
Consumer $ 509 $ 495 $ 473 $ 458 $ 384
Corporate 59 53 81 123 125
----------------------------------------------------------------------
TOTAL OTHER REAL ESTATE OWNED $ 568 $ 548 $ 554 $ 581 $ 509
====================================================================================================================
OTHER REPOSSESSED ASSETS (2) $ 255 $ 230 $ 227 $ 320 $ 381
====================================================================================================================
(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.
CONSUMER PORTFOLIO REVIEW
In the consumer portfolio, credit loss experience is often expressed in terms of
annualized net credit losses as a percentage of average loans. Pricing and
credit policies reflect the loss experience of each particular product 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 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. The
managed loan portfolio includes loans held-for-sale and certain securitized
loans. See Note 10 to the Consolidated Financial Statements.
23
CONSUMER LOAN DELINQUENCY AMOUNTS, NET CREDIT LOSSES, AND RATIOS
IN MILLIONS OF DOLLARS, EXCEPT TOTAL AND TOTAL 90 DAYS OR MORE AVERAGE
AVERAGE LOAN AMOUNTS IN BILLIONS LOANS PAST DUE(1) LOANS NET CREDIT LOSSES(1)
- ------------------------------------------------------------------------------------------------------------------------------------
MAR. 31, MAR. 31, Dec. 31, Mar. 31, 1ST QTR. 1ST QTR. 4th Qtr. 1st Qtr.
PRODUCT VIEW 2003 2003 2002 2002 2003 2003 2002 2002
- ------------------------------------------------------------------------------------------------------------------------------------
CARDS $ 125.5 $ 2,406 $ 2,397 $ 2,492 $ 126.8 $ 1,832 $ 1,772 $ 1,792
RATIO 1.92% 1.84% 2.12% 5.86% 5.61% 6.17%
North America 114.1 2,180 2,185 2,293 115.2 1,715 1,653 1,681
RATIO 1.91% 1.85% 2.13% 6.04% 5.75% 6.33%
International 11.4 226 212 199 11.6 117 119 111
RATIO 1.97% 1.78% 2.00% 4.09% 4.21% 4.46%
CONSUMER FINANCE 89.2 2,183 2,197 2,242 88.8 855 852 671
RATIO 2.45% 2.48% 2.86% 3.91% 3.91% 3.52%
North America 68.6 1,786 1,786 1,979 68.0 513 515 442
RATIO 2.60% 2.64% 3.28% 3.06% 3.10% 3.00%
International 20.6 397 411 263 20.8 342 337 229
RATIO 1.93% 1.98% 1.46% 6.69% 6.48% 5.32%
RETAIL BANKING 132.3 4,070 4,073 3,448 133.0 152 140 191
RATIO 3.08% 3.08% 3.66% 0.46% 0.46% 0.81%
North America 98.4 2,761 2,818 2,405 99.4 67 43 87
RATIO 2.80% 2.82% 3.86% 0.27% 0.20% 0.56%
International 33.9 1,309 1,255 1,043 33.6 85 97 104
RATIO 3.86% 3.84% 3.26% 1.02% 1.19% 1.29%
PRIVATE BANK(2) 32.1 157 174 143 31.4 2 7 2
RATIO 0.49% 0.56% 0.52% 0.03% 0.10% 0.04%
Other Consumer 1.1 - - 1 0.9 - - 8
--------------------------------------------------------------------------------------
TOTAL MANAGED(3) $ 380.2 $ 8,816 $ 8,841 $ 8,326 $ 380.9 $ 2,841 $ 2,771 $ 2,664
RATIO 2.32% 2.31% 2.61% 3.02% 3.04% 3.39%
- ------------------------------------------------------------------------------------------------------------------------------------
Securitized receivables (71.0) (1,413) (1,285) (1,392) (67.7) (1,024) (962) (935)
Loans held-for-sale (3.0) (61) (121) (130) (5.1) (78) (99) (86)
- ------------------------------------------------------------------------------------------------------------------------------------
CONSUMER LOANS(4) $ 306.2 $ 7,342 $ 7,435 $ 6,804 $ 308.1 $ 1,739 $ 1,710 $ 1,643
RATIO 2.40% 2.40% 2.76% 2.29% 2.33% 2.71%
====================================================================================================================================
TOTAL 90 DAYS OR MORE AVERAGE
LOANS PAST DUE(1) LOANS NET CREDIT LOSSES(1)
- ----------------------------------------------------------------------------------------------------------------------------------
MAR. 31, MAR. 31, Dec. 31, Mar. 31, 1ST QTR. 1ST QTR. 4th Qtr. 1st Qtr.
REGIONAL VIEW 2003 2003 2002 2002 2003 2003 2002 2002
- ----------------------------------------------------------------------------------------------------------------------------------
North America (excluding Mexico) $ 291.0 $ 6,209 $ 6,251 $ 5,766 $ 292.4 $ 2,271 $ 2,195 $ 2,158
RATIO 2.13% 2.12% 2.44% 3.15% 3.16% 3.72%
Mexico 9.6 602 638 978 9.4 27 20 61
RATIO 6.27% 6.52% 8.70% 1.17% 0.84% 2.15%
EMEA 29.1 1,305 1,254 866 28.8 114 114 96
RATIO 4.49% 4.44% 3.75% 1.60% 1.65% 1.70%
Japan 17.4 284 258 203 17.6 315 306 194
RATIO 1.63% 1.46% 1.19% 7.28% 6.97% 4.81%
Asia (excluding Japan) 29.9 347 361 411 29.6 98 96 85
RATIO 1.16% 1.23% 1.48% 1.35% 1.32% 1.23%
Latin America 3.2 69 79 102 3.1 16 40 70
RATIO 2.18% 2.49% 2.60% 2.10% 4.97% 6.04%
------------------------------------------------------------------------------------
TOTAL MANAGED(3) $ 380.2 $ 8,816 $ 8,841 $ 8,326 $ 380.9 $ 2,841 $ 2,771 $ 2,664
RATIO 2.32% 2.31% 2.61% 3.02% 3.04% 3.39%
- ----------------------------------------------------------------------------------------------------------------------------------
Securitized receivables (71.0) (1,413) (1,285) (1,392) (67.7) (1,024) (962) (935)
Loans held-for-sale (3.0) (61) (121) (130) (5.1) (78) (99) (86)
- ----------------------------------------------------------------------------------------------------------------------------------
CONSUMER LOANS(4) $ 306.2 $ 7,342 $ 7,435 $ 6,804 $ 308.1 $ 1,739 $ 1,710 $ 1,643
RATIO 2.40% 2.40% 2.76% 2.29% 2.33% 2.71%
==================================================================================================================================
(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) PRIVATE BANK results are reported as part of the Global Investment
Management segment.
(3) This table presents credit information on a managed basis and shows the
impact of securitizations to reconcile to a held basis. Only North America
Cards from a product view, and North America from a regional view, are
impacted. Although a managed basis presentation is not in conformity with
GAAP, the Company believes it provides a representation of performance and
key indicators of the credit card business that is consistent with the way
the business is managed.
(4) Total loans and total average loans exclude certain interest and fees on
credit cards of approximately $0.8 billion and $1.0 billion, respectively,
for the first quarter of 2003 and approximately $1.0 billion and $1.2
billion, respectively, for the fourth quarter of 2002, which are included in
Consumer Loans on the Consolidated Statement of Financial Position.
24
CONSUMER LOAN BALANCES, NET OF UNEARNED INCOME
END OF PERIOD AVERAGE
----------------------------------------- ----------------------------------------
MAR. 31, Dec. 31, Mar. 31, 1ST QTR. 4th Qtr. 1st Qtr.
IN BILLIONS OF DOLLARS 2003 2002 2002 2003 2002 2002
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL MANAGED $ 380.2 $ 383.2 $ 319.0 $ 380.9 $ 362.1 $ 318.9
Securitized receivables (71.0) (67.1) (65.8) (67.7) (64.3) (66.8)
Loans held-for-sale (3.0) (6.5) (6.5) (5.1) (6.5) (6.5)
------------------------------------------ ----------------------------------------
ON-BALANCE SHEET (1) $ 306.2 $ 309.6 $ 246.7 $ 308.1 $ 291.3 $ 245.6
=============================================================================================================================
(1) Total loans and total average loans exclude certain interest and fees on
credit cards of approximately $0.8 billion and $1.0 billion, respectively,
for the first quarter of 2003 and approximately $1.0 billion and $1.2
billion, respectively, for the fourth quarter of 2002, which are included
in Consumer Loans on the Consolidated Statement of Financial Position.
Total delinquencies 90 days or more past due in the managed portfolio were
$8.816 billion or 2.32% of loans at March 31, 2003, compared to $8.841 billion
or 2.31% at December 31, 2002 and $8.326 billion or 2.61% at March 31, 2002.
Total managed net credit losses in the 2003 first quarter were $2.841 billion
and the related loss ratio was 3.02%, compared to $2.771 billion and 3.04% in
the 2002 fourth quarter and $2.664 billion and 3.39% in the 2002 first quarter.
For a discussion of trends by business, see business discussions on pages 8 - 13
and page 17.
Citicorp's allowance for credit losses of $11.449 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 $6.476 billion at March 31, 2003, $6.410 billion at
December 31, 2002 and $5.732 billion at March 31, 2002. The increase in the
allowance for credit losses from a year ago 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 2002 Federal Financial Institutions
Examination Council (FFIEC) guidance related to past due interest and late fees.
The level of the consumer allowance was also impacted by deteriorating credit in
the CONSUMER FINANCE portfolio in Japan. The allowance as a percentage of loans
on the balance sheet was 2.11% at March 31, 2003, compared to 2.06% at December
31, 2002 and 2.33% at March 31, 2002. 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 $306.2 billion increased $59.5 billion or 24% from March 31, 2002. The
increase from a year ago was primarily driven by the addition of GSB loans,
receivable growth in North America Cards, mortgage and student loan growth in
Consumer Assets and increases in real estate-secured loans in the Private Bank
and CONSUMER FINANCE. In addition, the growth in loans from a year ago reflected
strengthening currencies in EMEA, Japan and Asia.
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 the 2003 first quarter due to
current economic conditions in that country, 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 21.
25
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:
IN MILLIONS OF DOLLARS MAR. 31, 2003 Dec. 31, 2002 Mar. 31, 2002
- ----------------------------------------------------------------------------------------------------------------------------------
CORPORATE CASH-BASIS LOANS(1)
CAPITAL MARKETS AND BANKING $ 4,301 $ 4,239 $ 3,501
TRANSACTION SERVICES 539 572 442
----------------------------------------------------
TOTAL CORPORATE CASH-BASIS LOANS $ 4,840 $ 4,811 $ 3,943
==================================================================================================================================
NET CREDIT LOSSES
CAPITAL MARKETS AND BANKING $ 335 $ 605 $ 414
TRANSACTION SERVICES 9 5 69
Other - 19 2
----------------------------------------------------
TOTAL NET CREDIT LOSSES $ 344 $ 629 $ 485
====================================================
Corporate Allowance for Credit Losses $ 4,973 $ 5,091 $ 4,788
Corporate Allowance for Credit Losses on Letters of Credit(2) 167 167 50
----------------------------------------------------
TOTAL CORPORATE ALLOWANCE FOR LOANS, LEASES,
LENDING COMMITMENTS AND LETTERS OF CREDIT $ 5,140 $ 5,258 $ 4,838
==================================================================================================================================
Corporate Allowance As a Percentage of Total Corporate Loans(3) 3.81% 3.79% 3.41%
==================================================================================================================================
(1) Excludes cash-basis loans for Investment Activities business for the fourth
quarter of 2002 and the first quarter of 2002 which totaled $18 million and
$1 million, respectively, and are included in Other Assets on the
Consolidated Statement of Financial Position for the first quarter of 2003.
(2) Represents additional credit reserves included in Other Liabilities on the
Consolidated Statement of Financial Position.
(3) Does not include the allowance for letters of credit.
Corporate cash-basis loans were $4.840 billion, $4.811 billion and $3.943
billion at March 31, 2003, December 31, 2002, and March 31, 2002, respectively.
Cash-basis loans increased $897 million from March 31, 2002 due to increases in
CAPITAL MARKETS AND BANKING and TRANSACTION SERVICES. CAPITAL MARKETS AND
BANKING primarily reflects increases in the telecommunications and energy
industries and the transportation leasing and equipment finance portfolios in
CitiCapital, as well as corporate borrowers in Hong Kong, Brazil and Thailand.
TRANSACTION SERVICES increased primarily due to increases in trade finance
receivables in Argentina, Brazil and Mexico. Cash-basis loans increased $29
million from December 31, 2002 due to increases in CAPITAL MARKETS AND BANKING.
CAPITAL MARKETS AND BANKING primarily reflects increases in Asia, mainly Hong
Kong and India, as well as Brazil and Mexico, partially offset by decreases in
Argentina, in the telecommunications industry and the transportation portfolio
in CitiCapital.
Total corporate Other Real Estate Owned (OREO) was $59 million, $53 million and
$125 million at March 31, 2003, December 31, 2002 and March 31, 2002,
respectively. The $66 million decrease from March 31, 2002 is primarily due to
continued improvements in the North America real estate portfolio.
Total corporate Other Repossessed Assets were $145 million, $139 million and
$274 million at March 31, 2003, December 31, 2002 and March 31, 2002,
respectively. The $129 million decrease from March 31, 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 March 31, 2003 were $131 billion as
compared to $134 billion at December 31, 2002 and $141 billion at March 31,
2002.
Total corporate net credit losses of $344 million in the 2003 first quarter
decreased $141 million compared to the 2002 first quarter, primarily due to
lower net credit losses in the energy and telecommunications industries and
Argentina.
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.
26
Citicorp's allowance for credit losses for loans, leases, lending commitments
and letters of credit of $11.616 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 $4.973 billion at March 31, 2003, compared to $5.091 billion at
December 31, 2002 and $4.788 billion at March 31, 2002. The allowance attributed
to corporate loans, leases and lending commitments as a percentage of corporate
loans was 3.81% at March 31, 2003, as compared to 3.79% and 3.41% at December
31, 2002 and March 31, 2002, respectively. The $185 million increase in total
corporate reserves from March 31, 2002 primarily reflects additional reserves
established as a result of the impact of the continuing deterioration in the
Argentine economy and telecommunications and merchant energy industries. The
$118 million decrease in the total corporate allowance from the fourth quarter
2002 primarily reflects the utilization of reserves established for Argentina
and the telecommunications and merchant energy credits. 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
slightly improve compared to 2002 levels despite continued weak global economic
conditions, 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 21.
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.
Additional information on Market Risk can be found in Citicorp's 2002 Annual
Report on Form 10-K.
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 Citigroup Operational Risk Policy codifies the core governing principles for
operational risk management and provides the framework to identify, control,
monitor, measure, and report operational risks in a consistent manner across the
Company.
COUNTRY AND CROSS-BORDER RISK MANAGEMENT PROCESS
COUNTRY RISK
The Citigroup Country Risk Committee 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.
27
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 Citigroup offices
outside the country.
The table below shows all countries where total FFIEC cross-border outstandings
exceed 0.75% of total Citicorp assets:
MARCH 31, 2003 December 31, 2002
----------------------------------------------------------------------------------- ----------------------
CROSS-BORDER CLAIMS ON THIRD PARTIES
--------------------------------------------------
TRADING INVESTMENTS TOTAL Total
AND IN AND CROSS- Cross-
SHORT- FUNDING OF BORDER Border
TERM LOCAL OUT- COMMIT- Out- Commit-
BANKS PUBLIC PRIVATE TOTAL CLAIMS(1) FRANCHISES STANDINGS MENTS(2) Standings ments(2)
- -----------------------------------------------------------------------------------------------------------------------------------
GERMANY $ 4.6 $ 2.1 $ 2.3 $ 9.0 $ 8.1 $ 6.2 $ 15.2 $ 8.7 $ 11.9 $ 8.5
ITALY 0.5 6.2 0.9 7.6 7.4 2.3 9.9 1.5 8.4 1.6
MEXICO 0.4 2.2 5.2 7.8 3.6 0.7 8.5 0.5 8.8 0.5
BRAZIL 0.6 0.1 3.3 4.0 1.7 2.9 6.9 - 7.5 -
CANADA 0.7 - 1.4 2.1 2.0 3.8 5.9 1.8 5.1 1.9
===================================================================================================================================
(1) Included in total cross-border claims on third parties.
(2) Commitments (not included in total cross-border outstandings) include
legally binding cross-border letters of credit and other commitments and
contingencies as defined by the FFIEC.
LIQUIDITY AND CAPITAL RESOURCES
Citicorp'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 61% of
total funding at March 31, 2003 and 60% of funding at December 31, 2002, are
broadly diversified by both geography and customer segments.
Stockholder's equity, which grew $1.2 billion during the first quarter to $74.8
billion at March 31, 2003, continues to be an important component of the overall
funding structure. In addition, long-term debt is issued by Citicorp and its
subsidiaries. Total Citicorp long-term debt outstanding at the end of the 2003
first quarter was $83.4 billion, compared with $78.4 billion at year-end 2002.
Asset securitization programs remain an important source of liquidity. Loans
securitized during 2002 included $15.4 billion of U.S. credit cards and $29.3
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 the first quarter of 2003, the
scheduled amortization of certain credit card securitization transactions made
available $2.3 billion of new receivables. In addition, at least $7.9 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, to make acquisitions and to service its debt obligations.
As a financial holding company, substantially all of Citicorp's net earnings are
generated within its operating subsidiaries including Citibank and
CitiFinancial. Each of these subsidiaries makes these funds available to
Citicorp in the form of dividends. The subsidiaries' dividend paying abilities
are limited by certain covenant restrictions in credit agreements and/or by
regulatory requirements. Certain of these subsidiaries are also subject to
rating agency requirements that also impact their capitalization levels.
During 2003, it is not anticipated that any restrictions on the subsidiaries'
dividending capability will restrict Citicorp's ability to meet its obligations
as and when they become due. This statement is a forward-looking statement
within the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 21.
Citicorp and certain other subsidiaries issue commercial paper directly to
investors. Citicorp is a bank holding company and 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, had
a combination of unutilized credit facilities of $3.6 billion as of March 31,
2003 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
28
agreements). At March 31, 2003, this requirement was exceeded by
approximately $61.2 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 and some of its nonbank subsidiaries have credit facilities with
Citibank, N.A. Borrowings under these facilities must be secured in accordance
with Section 23A of the Federal Reserve Act.
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 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.
29
Citicorp's funding sources are well-diversified across funding types and
geography, a benefit of the strength of the global franchise. Funding for the
Parent and its major operating subsidiaries 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 securitizes clients' debt
obligations in transactions involving SPEs that issue collateralized debt
obligations. In yet other arrangements, 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. In connection with such arrangements, Citicorp may purchase, and
temporarily hold assets designated for subsequent securitization.
SECURITIZATION OF CITICORP'S ASSETS
In certain 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. Under
generally accepted accounting principles, the assets and liabilities of these
SPEs do not appear in Citicorp's Consolidated Statement of Financial Position.
At March 31, 2003 and December 31, 2002, the total amount of loans securitized
and outstanding was $227 billion and $234 billion, respectively. Servicing
rights and other retained interests amounted to $2.8 billion at March 31, 2003.
The following table summarizes certain cash flows received from and paid to
securitization trusts during the three months ended March 31, 2003 and 2002:
For the Three Months Ended March 31,
-----------------------------------------------------------------------------------
2003 2002
-----------------------------------------------------------------------------------
CREDIT Credit
IN BILLIONS OF DOLLARS CARDS MORTGAGES OTHER (1) Cards Mortgages Other (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Proceeds from new securitizations $ 7.1 $ 8.7 $ 0.2 $ 3.5 $ 6.3 $ 0.2
Proceeds from collections reinvested
in new receivables 33.7 - - 33.2 - -
Servicing fees received 0.3 - - 0.3 0.1 -
Cash flows received on retained interest
and other net cash flows 1.0 - - 1.0 - -
===================================================================================================================================
(1) Other includes auto loans and other assets.
30
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. CGMI is one of several underwriters that
distribute securities issued by the trusts to investors.
At March 31, 2003 and December 31, 2002, total assets in the credit card trusts
were $83 billion and $84 billion, respectively. Of that amount at March 31, 2003
and December 31, 2002, $71 billion and $67 billion, respectively, has been sold
to investors via trust-issued securities, and the remaining seller's interest of
$12 billion and $17 billion, respectively, is included in Citicorp's
Consolidated Statement of Financial Position as Consumer Loans. Citicorp retains
credit risk on its seller's interests and reserves for credit losses inherent in
the portfolio. Amounts receivable from the trusts were $1.144 billion and $1.112
billion, respectively, and amounts due to the trusts were $916 million and $889
million, respectively, at March 31, 2003 and December 31, 2002. The Company also
holds an interest-only strip of $642 million at March 31, 2003 that arose from
the calculation of gain or loss at the time assets were sold to the trusts.
During the first quarter of 2003 the Company recorded gains of $146 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 auto loan, student loan and other assets
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 $84.9 million and $35.1 million during the three months ended
March 31, 2003 and 2002, 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 March 31, 2003 and December 31, 2002, total assets in the conduits were $49
billion and $49 billion, respectively, and liabilities were $49 billion and $49
billion, respectively. In addition, the Company participates in providing
liquidity backstop lines of credit to conduits administered by other financial
institutions.
31
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 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. For a limited number of mutual funds, the
Company provides a guarantee that investors will recover their principal
investments. In certain instances for newly-established funds, the Company may
provide seed money until such funds are ready to distribute interests widely to
investors. Where the Company has provided a majority of the initial investment,
the fund is consolidated. 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.
CREDIT COMMITMENTS AND LINES OF CREDIT
The table below summarizes Citicorp's credit commitment as of March 31, 2003 and
December 31, 2002. Further details are included in the footnotes.
IN MILLIONS OF DOLLARS MARCH 31, 2003 December 31, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Financial standby letters of credit and foreign office guarantees $ 32,799 $ 31,670
Performance standby letters of credit and foreign office guarantees 8,708 7,320
Commercial and similar letters of credit 4,477 4,965
One- to four-family residential mortgages 3,475 3,990
Revolving open-end loans secured by one- to four-family residential properties 11,064 10,297
Commercial real estate, construction and land development 2,001 1,757
Credit card lines (1) 424,639 407,822
Commercial and other consumer loan commitments (2) 214,165 216,194
---------------------------------------------------
Total $ 701,328 $ 684,015
===================================================================================================================================
(1) Credit card lines are unconditionally cancelable by the issuer.
(2) Includes $129 billion and $135 billion with original maturity of less than
one year at March 31, 2003 and December 31, 2002, respectively.
See Note 11 to the Consolidated Financial Statements for additional information.
CAPITAL
Citicorp is subject to risk-based capital and leverage 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 bank holding company 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 3%, and not be subject to a directive, order, or
written agreement to meet and maintain specific capital levels.
CITICORP RATIOS
MAR. 31, 2003 Dec. 31, 2002
- --------------------------------------------------------------------------------------------------------------------------------
Tier 1 capital 8.51% 8.11%
Total capital (Tier 1 and Tier 2) 12.81% 12.31%
Leverage (1) 6.68% 6.82%
Common stockholder's equity 10.08% 10.11%
================================================================================================================================
(1) Tier 1 capital divided by adjusted average assets.
Citicorp maintained a strong capital position during the first quarter of 2003.
Total capital (Tier 1 and Tier 2) amounted to $70.3 billion at March 31, 2003,
representing 12.81% of risk-adjusted assets. This compares with $68.7 billion
and 12.31% at December 31, 2002. Tier 1 capital of $46.7 billion at March 31,
2003 represented 8.51% of risk-adjusted assets, compared with $45.3 billion and
8.11% at December 31, 2002. The Tier 1 capital ratio at March 31, 2003 was above
Citicorp's target range of 8.00% to 8.30%.
32
COMPONENTS OF CAPITAL UNDER REGULATORY GUIDELINES
IN MILLIONS OF DOLLARS MARCH 31, 2003 December 31, 2002
- ---------------------------------------------------------------------------------------------------------------------------------
TIER 1 CAPITAL
Common stockholder's equity $ 74,784 $ 73,540
Qualifying mandatorily redeemable securities of subsidiary trusts 1,095 1,095
Minority interest (1) 779 1,275
Less: Net unrealized gains on securities available-for-sale (2) (814) (814)
Accumulated net gains on cash flow hedges, net of tax (1,262) (1,454)
Intangible assets:
Goodwill (24,328) (24,683)
Other intangible assets (3,343) (3,407)
Unrealized marketable equity securities losses (2) (4) -
Other (217) (270)
----------------------------------------------------
TOTAL TIER 1 CAPITAL 46,690 45,282
=================================================================================================================================
TIER 2 CAPITAL
Allowance for credit losses (3) 7,050 7,183
Qualifying debt (4) 16,535 16,208
Unrealized marketable equity securities gains (2) - 26
----------------------------------------------------
TOTAL TIER 2 CAPITAL 23,585 23,417
----------------------------------------------------
TOTAL CAPITAL (TIER 1 AND TIER 2) $ 70,275 $ 68,699
=================================================================================================================================
RISK-ADJUSTED ASSETS (5) $548,617 $558,035
=================================================================================================================================
(1) The decrease in minority interest during the quarter reflects the
redemption of $500 million of REIT preferred stock.
(2) Tier 1 capital excludes unrealized gains and losses on debt securities
available-for-sale in accordance with regulatory risk-based capital
guidelines. The Federal bank regulatory agencies permit institutions to
include in Tier 2 capital up to 45% of pretax net unrealized holding gains
on available-for-sale equity securities with readily determinable fair
values. Institutions are required to deduct from Tier 1 capital net
unrealized holding losses on available-for-sale equity securities with
readily determinable fair values, net of tax.
(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 $23.5 billion for interest rate, commodity
and equity derivative contracts and foreign exchange contracts, as of March
31, 2003, compared to $25.5 billion as of December 31, 2002. Market
risk-equivalent assets included in risk-adjusted assets amounted to $6.4
billion at March 31, 2003 and $6.3 billion at December 31, 2002.
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 $1.2 billion during the first three months
of 2003 to $74.8 billion at March 31, 2003, representing 10.08% of assets,
compared to $73.5 billion and 10.11% at year-end 2002. The increase in
stockholder's equity during the first three months of 2003 principally reflected
net income of $3.1 billion, offset by $1.0 billion related to the after-tax net
change in equity from nonowner sources, dividends declared on common stock of
$0.8 billion and other activity of $0.1 billion. The decrease in the common
stockholder's equity ratio during the first three months of 2003 reflected the
above items, and was offset by the increase in total assets.
The total mandatorily redeemable securities of subsidiary trust (trust
securities) which qualify as Tier 1 capital at both March 31, 2003 and December
31, 2002 were $1.095 billion. For both the three months ended March 31, 2003 and
2002, interest expense on the trust securities amounted to $19 million.
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 March 31, 2003, 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 $6.1 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 $5.0 billion
of the available $6.1 billion, adjusted by the effect of their net income (loss)
up to the date of any such dividend declaration.
33
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
MARCH 31, December 31,
2003 2002
- -----------------------------------------------------------------------------------------------------------------------------
Tier 1 capital 8.46% 8.40%
Total capital (Tier 1 and Tier 2) 12.69% 12.58%
Leverage (1) 6.72% 7.00%
Common stockholder's equity 7.56% 7.89%
=============================================================================================================================
(1) Tier 1 capital divided by adjusted average assets.
Citibank's net income for the first quarter of 2003 amounted to $2.0 billion.
During the quarter, Citibank paid dividends of $1.9 billion to Citicorp
(Citibank's parent company).
Total subordinated notes issued to Citicorp that were outstanding at March 31,
2003 and December 31, 2002 and included in Citibank's Tier 2 Capital amounted to
$11.5 billion at each date.
The Basel Committee on Banking Supervision, consisting of central banks and bank
supervisors from 13 countries, is developing a new set of risk based capital
standards, on which it has received significant input from Citicorp and other
major banking organizations. The Basel Committee intends to finalize the capital
standards by the fourth quarter of 2003 and implement a new framework by
year-end 2006. The U.S. banking regulators are expected to issue an advance
notice of proposed rule making in July 2003 to address issues in advance of
issuing their proposed rules incorporating the new Basel standards. The final
version of these rules will apply to Citigroup and other large U.S. banks and
bank holding companies. Citicorp is assessing the impact of the proposed new
capital standards, participating in efforts to refine the standards and
monitoring the progress of the Basel initiative.
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.
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 21.
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 Securities Exchange
Act of 1934) as of a date within 90 days prior to the filing date of this
quarterly 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 Securities Exchange Act of 1934.
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.
34
CONSOLIDATED FINANCIAL STATEMENTS
CITICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- -------------------------------------------------------------------------------------------------------------------------------
INTEREST REVENUE
Loans, including fees $ 9,428 $ 9,131
Deposits with banks 263 275
Federal funds sold and securities purchased under agreements to resell 92 108
Investments, including dividends 1,204 962
Trading account assets 368 534
Loans held-for-sale 257 292
-----------------------------------
11,612 11,302
-----------------------------------
INTEREST EXPENSE
Deposits 1,880 1,851
Trading account liabilities 11 13
Purchased funds and other borrowings 525 697
Long-term debt 937 983
-----------------------------------
3,353 3,544
-----------------------------------
NET INTEREST REVENUE 8,259 7,758
BENEFITS, CLAIMS AND CREDIT LOSSES
Policyholder benefits and claims 148 140
Provision for credit losses 2,052 2,559
-----------------------------------
TOTAL BENEFITS, CLAIMS AND CREDIT LOSSES 2,200 2,699
-----------------------------------
NET INTEREST REVENUE AFTER BENEFITS, CLAIMS AND CREDIT LOSSES 6,059 5,059
-----------------------------------
FEES, COMMISSIONS AND OTHER REVENUE
Fees and commissions 2,703 2,832
Foreign exchange 907 545
Trading account (17) 438
Investment transactions 112 10
Other revenue 1,324 838
-----------------------------------
5,029 4,663
-----------------------------------
OPERATING EXPENSE
Salaries 2,589 2,306
Employee benefits 579 484
-----------------------------------
Total employee-related expenses 3,168 2,790
Net premises and equipment 874 777
Restructuring-related items (12) 46
Other expense 2,466 2,328
-----------------------------------
6,496 5,941
-----------------------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 4,592 3,781
Income taxes 1,437 1,296
Minority interest, net of income taxes 38 19
-----------------------------------
NET INCOME $ 3,117 $ 2,466
===============================================================================================================================
See Notes to the Unaudited Consolidated Financial Statements.
35
CITICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
MARCH 31,
2003 December 31,
IN MILLIONS OF DOLLARS (UNAUDITED) 2002
- ----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 16,177 $ 13,724
Deposits at interest with banks 19,144 16,382
Investments
Held to maturity 67 69
Available-for-sale and short-term and other (including $9,651 and $8,663
pledged to creditors at March 31, 2003 and December 31, 2002, respectively) 122,961 112,871
Venture capital 3,615 3,739
-----------------------------------
Total investments 126,643 116,679
Trading account assets (including $1,924 and $2,514 pledged to creditors at March 31, 2003
and December 31, 2002, respectively) 51,333 49,042
Loans held-for-sale 11,800 15,908
Federal funds sold and securities purchased under agreements to resell 14,500 5,277
Loans, net of unearned income
Consumer 306,957 310,597
Corporate 130,568 134,499
-----------------------------------
Loans, net of unearned income 437,525 445,096
Allowance for credit losses (11,449) (11,501)
-----------------------------------
Total loans, net 426,076 433,595
Goodwill 24,328 24,683
Intangible assets 7,257 7,525
Premises and equipment, net 6,404 6,573
Interest and fees receivable 5,147 5,453
Other assets 33,445 32,496
-----------------------------------
TOTAL ASSETS $742,254 $ 727,337
==================================================================================================================================
LIABILITIES
Non-interest-bearing deposits in U.S. offices $ 29,129 $ 29,746
Interest-bearing deposits in U.S. offices 150,007 146,859
Non-interest-bearing deposits in offices outside the U.S. 21,202 21,487
Interest-bearing deposits in offices outside the U.S. 250,254 238,644
-----------------------------------
TOTAL DEPOSITS 450,592 436,736
Trading account liabilities 26,213 26,371
Purchased funds and other borrowings 61,636 68,852
Accrued taxes and other expense 11,317 10,533
Long-term debt 83,458 78,372
Other liabilities 34,254 32,933
STOCKHOLDER'S EQUITY
Common stock: ($0.01 par value) issued shares: 1,000 in each period - -
Surplus 39,934 39,966
Retained earnings 36,980 34,667
Accumulated other changes in equity from nonowner sources (2,130) (1,093)
-----------------------------------
TOTAL STOCKHOLDER'S EQUITY 74,784 73,540
-----------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $742,254 $ 727,337
==================================================================================================================================
See Notes to the Unaudited Consolidated Financial Statements.
36
CITICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at beginning of period $ 73,540 $ 63,453
Net income 3,117 2,466
Net change in unrealized gains and losses on investment securities, after-tax - (103)
Net change in foreign currency translation adjustment, after-tax (845) (402)
Net change for cash flow hedges, after-tax (192) 16
-----------------------------
Total changes in equity from nonowner sources 2,080 1,977
Common dividends declared (804) (410)
Employee benefit plans and other activity (32) 7
-----------------------------
BALANCE AT END OF PERIOD $ 74,784 $ 65,027
===============================================================================================================================
SUMMARY OF CHANGES IN EQUITY FROM NONOWNER SOURCES
Net income $ 3,117 $ 2,466
Other changes in equity from nonowner sources (1,037) (489)
-----------------------------
TOTAL CHANGES IN EQUITY FROM NONOWNER SOURCES $ 2,080 $ 1,977
===============================================================================================================================
See Notes to the Unaudited Consolidated Financial Statements.
37
CITICORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------
IN MILLIONS OF DOLLARS 2003 2002
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,117 $ 2,466
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Provision for credit losses 2,052 2,559
Depreciation and amortization of premises and equipment 298 264
Restructuring-related items (12) 46
Venture capital activity 124 (44)
Net gain on sale of securities (112) (10)
Changes in accruals and other, net 1,332 (1,588)
Net decrease (increase) in loans held for sale 4,108 (572)
Net increase in trading account assets (2,291) (276)
Net decrease in trading account liabilities (158) (3,212)
-----------------------------
Total adjustments 5,341 (2,833)
-----------------------------
Net cash provided by (used in) operating activities 8,458 (367)
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in deposits at interest with banks (2,762) 2,029
Securities -- available for sale and short-term and other
Purchases (50,785) (171,138)
Proceeds from sales 23,314 155,200
Maturities 16,776 7,994
Net (increase) decrease in federal funds sold and securities purchased under resale agreements (9,223) 2,282
Net increase in loans (267) (10,586)
Proceeds from sales of loans 5,590 11,548
Business acquisitions - (2,071)
Capital expenditures on premises and equipment (403) (299)
Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed 274 156
assets
-----------------------------
NET CASH USED IN INVESTING ACTIVITIES (17,486) (4,885)
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 13,856 6,059
Net (decrease) increase in federal funds purchased and securities sold under repurchase (3,554) 4,913
agreements
Net decrease in commercial paper and funds borrowed (1,943) (1,973)
Proceeds from issuance of long-term debt 7,354 5,304
Repayment of long-term debt (3,436) (10,280)
Dividends paid (804) (410)
-----------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,473 3,613
- --------------------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND DUE FROM BANKS 8 (1)
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and due from banks 2,453 (1,640)
Cash and due from banks at beginning of period 13,724 13,568
-----------------------------
Cash and due from banks at end of period $ 16,177 $ 11,928
===============================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 2,503 $ 3,711
Income taxes 687 1,943
Non-cash investing activities:
Transfers to repossessed assets $ 276 $ 216
===============================================================================================================================
See Notes to the Unaudited Consolidated Financial Statements.
38
CITIBANK, N.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
MARCH 31,
2003 December 31,
IN MILLIONS OF DOLLARS (UNAUDITED) 2002
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 11,366 $ 10,522
Deposits at interest with banks 15,861 14,022
Investments
Held to maturity 59 59
Available-for-sale (including $950 and $871 pledged
to creditors at March 31, 2003 and December 31, 2002, respectively) 83,531 76,917
Venture capital 1,126 1,211
-----------------------------------
Total investments 84,716 78,187
Trading account assets (including $208 and $203 pledged
to creditors at March 31, 2003 and December 31, 2002, respectively) 47,370 45,612
Loans held-for-sale 3,456 9,920
Federal funds sold and securities purchased under agreements to resell 14,689 4,706
Loans, net of unearned income 302,878 302,650
Allowance for credit losses (8,127) (8,186)
-----------------------------------
Total loans, net 294,751 294,464
Goodwill 5,399 5,459
Intangible assets 4,906 4,174
Premises and equipment, net 3,902 4,078
Interest and fees receivable 3,423 3,395
Other assets 24,964 24,137
-----------------------------------
TOTAL ASSETS $ 514,803 $ 498,676
================================================================================================================================
LIABILITIES
Non-interest-bearing deposits in U.S. offices $ 19,311 $ 19,155
Interest-bearing deposits in U.S. offices 93,913 90,243
Non-interest-bearing deposits in offices outside the U.S. 16,497 16,949
Interest-bearing deposits in offices outside the U.S. 217,241 206,327
-----------------------------------
Total deposits 346,962 332,674
Trading account liabilities 29,412 29,853
Purchased funds and other borrowings 50,947 48,517
Accrued taxes and other expense 6,930 5,821
Long-term debt and subordinated notes 18,126 18,903
Other liabilities 21,540 21,599
STOCKHOLDER'S EQUITY
Preferred stock ($100 par value) 1,950 1,950
Capital stock ($20 par value) outstanding shares: 37,534,553 in each period 751 751
Surplus 22,115 21,606
Retained earnings 16,910 17,523
Accumulated other changes in equity from nonowner sources (1) (840) (521)
-----------------------------------
TOTAL STOCKHOLDER'S EQUITY 40,886 41,309
-----------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 514,803 $ 498,676
================================================================================================================================
(1) Amounts at March 31, 2003 and December 31, 2002 include the after-tax
amounts for net unrealized gains on investment securities of $399 million
and $408 million, respectively, for foreign currency translation of
($2.428) billion and ($2.089) billion, respectively, and for cash flow
hedges of $1.189 billion and $1.160 billion, respectively.
See Notes to the Unaudited Consolidated Financial Statements.
39
CITICORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements as of March 31,
2003 and for the three-month period ended March 31, 2003 include the accounts of
Citicorp and its subsidiaries (collectively, the Company). In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation have been reflected. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes included in Citicorp's
2002 Annual Report on Form 10-K.
Certain financial information that is normally included in annual financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America, but is not required for interim reporting
purposes, has been condensed or omitted.
Certain reclassifications have been made to the prior period's financial
statements to conform to the current period's presentation.
2. ACCOUNTING CHANGES
STOCK-BASED COMPENSATION
On January 1, 2003, the Company adopted the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123),
prospectively to 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. SFAS 123 requires that compensation cost
for all stock awards be calculated and recognized over the service period
(generally equal to the vesting period). This compensation cost is determined
using option pricing models, intended to estimate the fair value of the awards
at the grant date.
Had the Company applied SFAS 123 in accounting for the Company's stock option
plans for all options granted, net income would have been the pro forma amounts
indicated below:
FIRST QUARTER
----------------------------------
IN MILLIONS OF DOLLARS 2003 (1) 2002
- ----------------------------------------------------------------------------------------------------------------------------------
Compensation expense related to stock option plans, net of tax As reported $ 9 $ -
Pro forma 49 51
Net income As reported $ 3,117 $ 2,466
Pro forma 3,077 2,415
- ----------------------------------------------------------------------------------------------------------------------------------
(1) The $9 million "As reported" expense recognized in the 2003 first quarter
represents two months of the expense (net of tax) recognized for options
granted in 2003. The "Pro forma" amounts reflect the expense that would
have been recognized had all option grants been expensed.
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. The
impact of adopting of SFAS 146 was not material.
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.
40
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.
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 actively pursuing certain restructuring solutions that would enable
certain VIEs to meet the criteria for non-consolidation. 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
solutions are not successful. 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.
GUARANTEES AND INDEMNIFICATIONS
On January 1, 2003, the Company adopted the recognition and measurement
provisions of 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. The impact of
adopting FIN 45 was not material.
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 No.
141) and certain provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets" (SFAS No. 142), as required for goodwill and indefinite-lived intangible
assets resulting from business combinations consummated after June 30, 2001. The
new rules require 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 are effective for all purchase business combinations completed after June
30, 2001.
On January 1, 2002, Citicorp adopted the remaining provisions of SFAS No. 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.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" (SFAS 149). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
133. In particular, this Statement clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative and when
a derivative contains a financing component that warrants special reporting in
the statement of cash flows. This Statement is generally effective for contracts
entered into or modified after June 30, 2003 and is not expected to have a
material impact on the Company's financial statements.
41
3. BUSINESS DEVELOPMENTS AND COMBINATIONS
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 was approximately $5.8 billion. 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
operations of GSB were integrated into the businesses of Citicorp.
During the first quarters of 2003 and 2002 no goodwill was impaired or written
off. The Company recorded goodwill of $74 million during the 2002 first quarter
in connection with the consumer finance acquisition of Taihei Co., Ltd. in
Japan. Additionally, in the 2002 first quarter, 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. Intangible assets amortization expense was $288 million and
$185 million for the three months ended March 31, 2003 and 2002, respectively.
4. BUSINESS SEGMENT INFORMATION
The following table presents certain information regarding the Company's
operations by industry segments:
TOTAL REVENUES, NET PROVISION (BENEFIT) NET IDENTIFIABLE
OF INTEREST EXPENSE FOR INCOME TAXES INCOME (LOSS) (1) ASSETS
-----------------------------------------------------------------------------------
FIRST QUARTER
IN MILLIONS OF DOLLARS, EXCEPT IDENTIFIABLE --------------------------------------------------------------- MAR. 31 Dec. 31,
ASSETS IN BILLIONS 2003 2002 2003 2002 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------------------------
Global Consumer $ 9,065 $ 8,156 $ 984 $ 880 $ 2,010 $ 1,567 $ 399 $ 403
Global Corporate and Investment Bank 3,215 3,228 375 319 1,014 746 287 275
Global Investment Management 787 725 64 52 184 138 41 36
Proprietary Investment Activities 36 107 (4) 26 (21) 35 8 8
Corporate/Other 185 205 18 19 (70) (20) 7 5
-----------------------------------------------------------------------------------
TOTAL $ 13,288 $ 12,421 $ 1,437 $ 1,296 $ 3,117 $ 2,466 $ 742 $ 727
==================================================================================================================================
(1) Results in the 2003 and 2002 first quarters include pretax provisions for
benefits, claims and credit losses in Global Consumer of $1.9 billion and
$1.9 billion, respectively, in Global Corporate and Investment Bank of $244
million and $680 million, respectively, and in Global Investment Management
of $97 million and $92 million, respectively. The 2002 first quarter
includes pretax (credits) for benefits, claims and credit losses in
Corporate/Other of ($9) million.
42
5. INVESTMENTS
MARCH 31, December 31,
IN MILLIONS OF DOLLARS 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
Fixed maturities, primarily available-for-sale at fair value $ 117,424 $ 106,901
Equity securities, primarily at fair value 5,316 5,741
Venture capital, at fair value 3,615 3,739
Short-term and other 288 298
----------------------------------
$ 126,643 $ 116,679
================================================================================================================================
The amortized cost and fair value of investments in fixed maturities and equity
securities at March 31, 2003 and December 31, 2002 were as follows:
MARCH 31, 2003 December 31, 2002
---------------------------------------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR Amortized Fair
IN MILLIONS OF DOLLARS COST GAINS LOSSES VALUE Cost Value
- ----------------------------------------------------------------------------------------------------------------------------------
FIXED MATURITY SECURITIES HELD TO MATURITY (1) $ 67 $ - $ - $ 67 $ 69 $ 69
---------------------------------------------------------------------------------
FIXED MATURITY SECURITIES AVAILABLE-FOR-SALE
U.S. Treasury and federal agencies $ 48,285 $ 636 $ 53 $ 48,868 $ 41,025 $ 41,670
State and municipal 6,540 491 2 7,029 6,550 7,035
Foreign government 43,770 385 67 44,088 43,573 43,830
U.S. corporate 6,407 215 369 6,253 6,973 6,835
Other debt securities 11,085 80 46 11,119 7,458 7,462
---------------------------------------------------------------------------------
116,087 1,807 537 117,357 105,579 106,832
---------------------------------------------------------------------------------
TOTAL FIXED MATURITIES $ 116,154 $ 1,807 $ 537 $ 117,424 $ 105,648 $ 106,901
==================================================================================================================================
EQUITY SECURITIES (2) $ 5,322 $ 123 $ 129 $ 5,316 $ 5,682 $ 5,741
==================================================================================================================================
(1) Recorded at amortized cost.
(2) Includes non-marketable equity securities carried at cost, which are
reported in both the amortized cost and fair value columns.
The following table presents venture capital investment gains and losses:
THREE MONTHS ENDED MARCH 31,
----------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
Net realized investment gains $ 36 $ 55
Gross unrealized gains 91 287
Gross unrealized (losses) (87) (99)
----------------------------------
NET REALIZED AND UNREALIZED GAINS $ 40 $ 243
================================================================================================================================
6. TRADING ACCOUNT ASSETS AND LIABILITIES
Trading account assets and liabilities at market value consisted of the
following:
MARCH 31, December 31,
IN MILLIONS OF DOLLARS 2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------
TRADING ACCOUNT ASSETS
U.S. Treasury and Federal agency securities $ 1,133 $ 759
Foreign government, corporate and other securities 24,063 23,897
Derivatives and foreign exchange contracts (1) 26,137 24,386
----------------------------------
$ 51,333 $ 49,042
=================================================================================================================================
TRADING ACCOUNT LIABILITIES
Securities sold, not yet purchased $ 3,885 $ 3,022
Derivatives and foreign exchange contracts (1) 22,328 23,349
----------------------------------
$ 26,213 $ 26,371
=================================================================================================================================
(1) Net of master netting agreements.
43
7. RESTRUCTURING-RELATED ITEMS
RESTRUCTURING INITIATIVES
---------------------------------------------------
IN MILLIONS OF DOLLARS 2002 2001 Total
- --------------------------------------------------------------------------------------------------------------------------------
Original charges $ 65 $ 315 $ 380
- --------------------------------------------------------------------------------------------------------------------------------
Acquisitions during: (1)
2002 186 - 186
2001 - 112 112
- --------------------------------------------------------------------------------------------------------------------------------
186 112 298
- --------------------------------------------------------------------------------------------------------------------------------
Utilization during: (2)
First quarter 2003 (46) (7) (53)
2002 (68) (120) (188)
2001 - (233) (233)
- --------------------------------------------------------------------------------------------------------------------------------
(114) (360) (474)
- --------------------------------------------------------------------------------------------------------------------------------
Other (2) (30) (32)
- --------------------------------------------------------------------------------------------------------------------------------
RESERVE BALANCE AT MARCH 31, 2003 $ 135 $ 37 $ 172
================================================================================================================================
(1) Represents additions to restructuring liabilities arising from
acquisitions.
(2) Utilization amounts include translation effects on the restructuring
reserve.
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. 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 this 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 United States. The 2002 restructuring
reserve utilization of $114 million related to severance and other costs
($80 million of employee severance and $34 million of leasehold and other
exit costs) which were paid in cash, including $46 million in the first quarter
of 2003. Through March 31, 2003, approximately 530 gross staff positions have
been eliminated in connection with the GSB acquisition, including approximately
430 in the 2003 first quarter.
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.
Through March 31, 2003, the 2001 restructuring reserve utilization included $65
million of asset impairment charges as well as $295 million of severance and
other costs (of which $224 million of employee severance and $37 million of
leasehold and other exit costs have been paid in cash and $34 million is legally
obligated), together with translation effects. Utilization of the 2001
restructuring reserve in the 2003 first quarter was $7 million. Through March
31, 2003, approximately 10,650 gross staff positions have been eliminated under
these programs, including approximately 50 in the 2003 first quarter.
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) were
recognized. There were no accelerated depreciation charges recognized in the
first three months of 2003. However, $4 million was recognized in the same
period of 2002.
44
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 the first quarter of
2003 resulted in a reduction of the reserve for 2001 restructuring initiatives
of $3 million and a reduction of reserves for prior restructuring initiatives of
$9 million.
Additional information about restructuring-related items, including the business
segments affected, can be found in Citicorp's 2002 Annual Report on Form 10-K.
8. CHANGES IN EQUITY FROM NONOWNER SOURCES
Changes in each component of "Accumulated Other Changes in Equity from Nonowner
Sources" for the three-month period ended March 31, 2003 are as follows:
ACCUMULATED
NET UNREALIZED FOREIGN OTHER CHANGES IN
GAINS ON CURRENCY EQUITY FROM
INVESTMENT TRANSLATION CASH FLOW NONOWNER
IN MILLIONS OF DOLLARS SECURITIES ADJUSTMENT HEDGES SOURCES
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002 $ 814 $(3,361) $ 1,454 $(1,093)
Unrealized gains on investment securities, after-tax - - - -
Less: Reclassification adjustment for gains
included in net income, after-tax - - - -
Foreign currency translation adjustment, after-tax (1) - (845) - (845)
Cash flow hedges, after-tax - - (192) (192)
- ---------------------------------------------------------------------------------------------------------------------------------
Current period change - (845) (192) (1,037)
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2003 $ 814 $(4,206) $ 1,262 $(2,130)
=================================================================================================================================
(1) Reflects, among other items, the decline in the Mexican peso against the
U.S. dollar and changes in related tax effects.
9. DERIVATIVES AND OTHER ACTIVITIES
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 three months ended March 31, 2003 and 2002:
THREE MONTHS ENDED MARCH 31,
---------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
FAIR VALUE HEDGES:
Hedge ineffectiveness recognized in earnings $ (3) $ 9
Net loss excluded from assessment of effectiveness (29) (5)
CASH FLOW HEDGES:
Hedge ineffectiveness recognized in earnings (4) (4)
Amount excluded from assessment of effectiveness - -
NET INVESTMENT HEDGES:
Net loss included in foreign currency translation adjustment within
accumulated other changes in equity from nonowner sources (181) (56)
================================================================================================================================
The accumulated other changes in equity from nonowner sources from cash flow
hedges for the three months ended March 31, 2003 and 2002 can be summarized as
follows (after-tax):
THREE MONTHS ENDED MARCH 31,
----------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------
BEGINNING BALANCE $ 1,454 $ 312
Net gain (loss) from cash flow hedges (28) 115
Net amounts reclassified to earnings (164) (99)
---------------------------------
ENDING BALANCE $ 1,262 $ 328
=================================================================================================================================
45
10. SECURITIZATIONS
SECURITIZATION ACTIVITIES
Citicorp and its subsidiaries securitize primarily credit card receivables and
mortgages. Other types of assets securitized include corporate debt securities,
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.
The Company provides a wide range of mortgage products to a diverse customer
base. In connection with these loans, the servicing rights 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 loan 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 the three months ended March 31, 2003 and 2002:
THREE MONTHS ENDED MARCH 31, 2003
---------------------------------------------------
IN BILLIONS OF DOLLARS CREDIT CARDS MORTGAGES OTHER (1)
- ---------------------------------------------------------------------------------------------------------------------------------
Proceeds from new securitizations $ 7.1 $ 8.7 $ 0.2
Proceeds from collections reinvested in new receivables 33.7 - -
Servicing fees received 0.3 - -
Cash flows received on retained interests and other net cash flows 1.0 - -
=================================================================================================================================
THREE MONTHS ENDED MARCH 31, 2002
---------------------------------------------------
IN BILLIONS OF DOLLARS CREDIT CARDS MORTGAGES OTHER (1)
- ---------------------------------------------------------------------------------------------------------------------------------
Proceeds from new securitizations $ 3.5 $ 6.3 $ 0.2
Proceeds from collections reinvested in new receivables 33.2 - -
Servicing fees received 0.3 0.1 -
Cash flows received on retained interests and other net cash flows 1.0 - -
=================================================================================================================================
(1) Other includes auto loans and other assets.
The Company recognized gains on securitizations of mortgages of $79.2 million
and $16.0 million for the three-month periods ended March 31, 2003 and 2002,
respectively. In the first quarter of 2003 the Company recorded gains of $146
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 the first three
months of 2003 and 2002 were $5.7 million and $19.1 million, respectively.
Key assumptions used for credit cards, mortgages and other assets during the
three months ended March 31, 2003 in measuring the fair value of retained
interests at the date of sale or securitization follow:
Credit Cards Mortgages
- ---------------------------------------------------------------------------------------------------------------------------------
Discount rate 10.0% 11.5%
Constant prepayment rate 17.5% 7.6%
Anticipated net credit losses 5.6% 0.01%
=================================================================================================================================
46
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 March 31, 2003, the key assumptions used to value retained interests and the
sensitivity of the fair value to two adverse changes in each of the key
assumptions were as follows:
CONSTANT PREPAYMENT ANTICIPATED NET
KEY ASSUMPTIONS AT MARCH 31, 2003: DISCOUNT RATE RATE CREDIT LOSSES
- ---------------------------------------------------------------------------------------------------------------------------------
Credit cards 10.0% 14.7% to 17.5% 4.8% to 5.6%
Mortgages 12.9% 40.5% 0.05%
Auto loans 15.0% 13.6% to 23.3% 9.2% to 16.5%
=================================================================================================================================
IN MILLIONS OF DOLLARS MARCH 31, 2003
- ---------------------------------------------------------------------------------------------------------------------------------
Carrying value of retained interests $ 2,800
- ---------------------------------------------------------------------------------------------------------------------------------
Discount rate
+10% $ (81)
+20% $ (154)
- ---------------------------------------------------------------------------------------------------------------------------------
Constant prepayment rate
+10% $ (306)
+20% $ (580)
- ---------------------------------------------------------------------------------------------------------------------------------
Anticipated net credit losses
+10% $ (169)
+20% $ (339)
=================================================================================================================================
MANAGED LOANS
After securitization of credit card receivables, the Company continues to
maintain credit card customer account relationships and provides servicing for
receivables transferred to the trusts. As a result, the Company considers both
the securitized and unsecuritized credit card receivables to be part of the
business it manages. The following tables present a reconciliation between the
managed basis and on-balance sheet credit card portfolios and the related
delinquencies (loans which are 90 days or more past due) at March 31, 2003 and
December 31, 2002, and credit losses, net of recoveries, for the three-month
periods ended March 31, 2003 and 2002.
CREDIT CARD RECEIVABLES
IN BILLIONS OF DOLLARS MARCH 31, 2003 December 31, 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Principal amounts, at period end:
Total managed $ 125.5 $ 130.2
Securitized amounts (71.0) (67.1)
Loans held-for-sale (3.0) (6.5)
- ---------------------------------------------------------------------------------------------------------------------------------
On-balance sheet $ 51.5 $ 56.6
=================================================================================================================================
IN MILLIONS OF DOLLARS
Delinquencies, at period end:
Total managed $ 2,406 $ 2,397
Securitized amounts (1,413) (1,285)
Loans held-for-sale (61) (121)
- ---------------------------------------------------------------------------------------------------------------------------------
On-balance sheet $ 932 $ 991
=================================================================================================================================
THREE MONTHS ENDED MARCH 31
----------------------------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Credit losses, net of recoveries:
Total managed $ 1,832 $ 1,792
Securitized amounts (1,024) (935)
Loans held-for-sale (78) (78)
- ---------------------------------------------------------------------------------------------------------------------------------
On-balance sheet $ 730 $ 779
=================================================================================================================================
47
SERVICING RIGHTS
The fair value of capitalized mortgage loan servicing rights was $1.5 billion,
$1.6 billion, $1.3 billion and $1.2 billion at March 31, 2003, December 31,
2002, March 31, 2002, and December 31, 2001, respectively. The following table
summarizes the changes in capitalized mortgage servicing rights (MSR):
THREE MONTHS ENDED MARCH 31,
---------------------------------
IN MILLIONS OF DOLLARS 2003 2002
- --------------------------------------------------------------------------------------------------------------------------------
BALANCE, BEGINNING OF PERIOD $ 1,632 $ 1,173
Originations 203 108
Purchases - 37
Amortization (125) (41)
Gain (loss) on change in MSR value (18) 77
Provision for impairment (1) (2) (162) (40)
---------------------------------
BALANCE, END OF PERIOD $ 1,530 $ 1,314
================================================================================================================================
(1) The valuation allowance on capitalized MSRs was $1.5 billion and $1.3
billion at March 31, 2003 and December 31, 2002, respectively, and $193
million and $153 million at March 31, 2002 and December 31, 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.
11. GUARANTEES
The Company provides a variety of guarantees and indemnifications to Citicorp
customers to enhance their credit standing and enable them to complete a wide
variety of business transactions. The table below summarizes at March 31, 2003
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.
Maximum potential
Expire within Expire after TOTAL AMOUNT amount of future
IN BILLIONS OF DOLLARS AT MARCH 31, 2003 1 year 1 year OUTSTANDING payments
- -------------------------------------------------------------------------------------------------------------------------------
Financial standby letters of credit $ 17.2 $ 15.6 $ 32.8 $ 32.8
Market value guarantees 0.2 0.5 0.7 0.7
Derivative instruments 14.9 63.6 78.5 78.5
Guarantees of collection of contractual cash flows - 0.3 0.3 0.3
Performance guarantees 4.9 3.8 8.7 8.7
Securities lending indemnifications 42.1 - 42.1 42.1
Other indemnifications - 14.7 14.7 14.7
Loans sold with recourse 2.0 2.6 4.6 4.6
----------------------------------------------------------------------
TOTAL $ 81.3 $ 101.1 $ 182.4 $ 182.4
- --------------------------------------------------------------------------- ----------------------------------------------------
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 March 31, 2003, the Company's maximum potential amount of future payments
under these guarantees is approximately $182.4 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; and the fair values of foreign exchange options and other written put
options, warrants, caps and floors.
48
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 March 31, 2003, related to
these indemnifications. These potential obligations are not included in the
table above.
At March 31, 2003, the carrying amounts of the liabilities related to these
guarantees and indemnifications amounted to $9.5 billion. In addition, other
liabilities includes an allowance for credit losses of $167 million relating to
unfunded letters of credit at March 31, 2003. Cash collateral available to the
Company to reimburse losses realized under these guarantees and indemnifications
amounted to $46.2 billion at March 31, 2003. Securities and other marketable
assets held at collateral amounted to $7.5 billion and letters of credit in
favor of the Company held as collateral amounted to $1.4 billion at March 31,
2003. 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.
12. 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.
13. CONTINGENCIES
For a discussion of certain legal proceedings, see Part II, Item 1 of this Form
10-Q. 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.
14. 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 $3.6 billion as of
March 31, 2003 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
49
level of consolidated stockholder's equity (as defined in the agreements). At
March 31, 2003, this requirement was exceeded by approximately $61.2 billion.
Citicorp also has guaranteed various debt obligations of AFCC and CCC.
CONDENSED CONSOLIDATING INCOME STATEMENT (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS (1) ADJUSTMENTS(2) CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------------------
REVENUE
Dividends from subsidiary banks
and bank holding companies $ 2,599 $ - $ - $ - $(2,599) $ -
Interest from subsidiaries 352 - - (352) - -
Interest on loans, including fees - third
party 1 1,709 1,986 7,441 (1,709) 9,428
Interest on loans, including fees -
intercompany - 67 45 (45) (67) -
Other interest revenue - 36 55 2,129 (36) 2,184
Fees, commissions and other revenue - third
party 4 171 215 4,810 (171) 5,029
Fees, commissions and other revenue -
intercompany - 4 5 (5) (4) -
--------------------------------------------------------------------------------------
2,956 1,987 2,306 13,978 (4,586) 16,641
--------------------------------------------------------------------------------------
EXPENSE
Interest on other borrowed funds - third
party 433 - 13 90 - 536
Interest on other borrowed funds -
intercompany - 29 - - (29) -
Interest and fees paid to subsidiaries 9 - - (9) - -
Interest on long-term debt - third party - 58 285 652 (58) 937
Interest on long-term debt - intercompany - 509 315 (315) (509) -
Interest on deposits - 3 4 1,876 (3) 1,880
Benefits, claims and credit losses - 460 534 1,666 (460) 2,200
Other expense - third party 12 450 572 5,912 (450) 6,496
Other expense - intercompany - - 4 (4) - -
--------------------------------------------------------------------------------------
454 1,509 1,727 9,868 (1,509) 12,049
--------------------------------------------------------------------------------------
INCOME BEFORE TAXES, MINORITY INTEREST, AND
EQUITY IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES 2,502 478 579 4,110 (3,077) 4,592
Income tax (benefit) (49) 170 201 1,285 (170) 1,437
Minority interest, net of income taxes - - - 38 - 38
Equity in undistributed income of
subsidiaries 566 - - - (566) -
--------------------------------------------------------------------------------------
NET INCOME $ 3,117 $ 308 $ 378 $ 2,787 $(3,473) $ 3,117
===================================================================================================================================
(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.
50
CONDENSED CONSOLIDATING INCOME STATEMENT (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS (1) ADJUSTMENTS(2) CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------------------
REVENUE
Dividends from subsidiary banks
and bank holding companies $ 4,815 $ - $ - $ - $(4,815) $ -
Interest from subsidiaries 453 - - (453) - -
Interest on loans, including fees - third
party 11 1,740 1,957 7,163 (1,740) 9,131
Interest on loans, including fees -
intercompany - 47 16 (16) (47) -
Other interest revenue - 47 65 2,106 (47) 2,171
Fees, commissions and other revenues (76) 167 200 4,539 (167) 4,663
--------------------------------------------------------------------------------------
5,203 2,001 2,238 13,339 (6,816) 15,965
--------------------------------------------------------------------------------------
EXPENSE
Interest on other borrowed funds - third
party 485 1 29 196 (1) 710
Interest on other borrowed funds -
intercompany - 127 123 (123) (127) -
Interest and fees paid to subsidiaries 34 - - (34) - -
Interest on long-term debt - third party - 76 373 610 (76) 983
Interest on long-term debt - intercompany - 356 168 (168) (356) -
Interest on deposits - 4 5 1,846 (4) 1,851
Benefits, claims and credit losses - 437 499 2,200 (437) 2,699
Other expense 35 430 540 5,366 (430) 5,941
--------------------------------------------------------------------------------------
554 1,431 1,737 9,893 (1,431) 12,184
--------------------------------------------------------------------------------------
INCOME BEFORE TAXES, MINORITY INTEREST,
AND EQUITY IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES 4,649 570 501 3,446 (5,385) 3,781
Income tax (benefit) (58) 208 205 1,149 (208) 1,296
Minority interest, net of income taxes - - - 19 - 19
Equity in undistributed income of
subsidiaries (2,241) - - - 2,241 -
--------------------------------------------------------------------------------------
NET INCOME $ 2,466 $ 362 $ 296 $ 2,278 $(2,936) $ 2,466
===================================================================================================================================
(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.
51
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION (UNAUDITED)
MARCH 31, 2003
- -----------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS (1) ADJUSTMENTS(2) CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks - third party $ 3 $ 505 $ 635 $ 15,539 ($505) $ 16,177
Cash and due from banks - intercompany 6 43 135 (141) (43) -
Deposits at interest with banks - third party - - - 19,144 - 19,144
Deposits at interest with banks - intercompany 2,425 - - (2,425) - -
Investments 90 2,538 4,105 122,448 (2,538) 126,643
Loans, net of unearned income - third party - 58,479 67,668 369,857 (58,479) 437,525
Loans, net of unearned income - intercompany - 2,729 3,909 (3,909) (2,729) -
Allowance for credit losses - (897) (1,123) (10,326) 897 (11,449)
-----------------------------------------------------------------------------------
Total loans, net - 60,311 70,454 355,622 (60,311) 426,076
Advances to subsidiaries 42,393 - - (42,393) - -
Investments in subsidiaries 82,838 - - - (82,838) -
Other assets - third party 266 4,671 8,721 145,227 (4,671) 154,214
Other assets - intercompany - - 234 (234) - -
-----------------------------------------------------------------------------------
TOTAL ASSETS $ 128,021 $ 68,068 $ 84,284 $ 612,787 ($150,906) $ 742,254
===================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Deposits $ - $ 1,049 $ 1,277 $ 449,315 ($1,049) $ 450,592
Purchased funds and other borrowings - third
party 11,548 38 1,353 48,735 (38) 61,636
Purchased funds and other borrowings -
intercompany - 4,530 403 (403) (4,530) -
Long-term debt - third party 36,992 3,142 22,629 23,837 (3,142) 83,458
Long-term debt - intercompany - 48,116 46,932 (46,932) (48,116) -
Advances from subsidiaries 2,743 - - (2,743) - -
Other liabilities - third party 1,821 2,328 3,014 66,949 (2,328) 71,784
Other liabilities - intercompany 133 884 540 (673) (884) -
Stockholder's equity 74,784 7,981 8,136 74,702 (90,819) 74,784
-----------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 128,021 $ 68,068 $ 84,284 $ 612,787 ($150,906) $ 742,254
===================================================================================================================================
(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.
52
CONDENSED CONSOLIDATING STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS (1) ADJUSTMENTS(2) CONSOLIDATED
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks - third party $ 3 $ 463 $ 675 $ 13,046 $ (463) $ 13,724
Cash and due from banks - intercompany 19 67 174 (193) (67) -
Deposits at interest with banks - third party 2 - - 16,380 - 16,382
Deposits at interest with banks - intercompany 2,208 - - (2,208) - -
Investments 360 2,490 4,851 111,468 (2,490) 116,679
Loans, net of unearned income - third party - 58,205 68,084 377,012 (58,205) 445,096
Loans, net of unearned income - intercompany - 3,178 3,956 (3,956) (3,178) -
Allowance for credit losses - (908) (1,131) (10,370) 908 (11,501)
----------------------------------------------------------------------------------
Total loans, net - 60,475 70,909 362,686 (60,475) 433,595
Advances to subsidiaries 42,540 - - (42,540) - -
Investments in subsidiaries 81,640 - - - (81,640) -
Other assets - third party 345 4,876 7,579 139,033 (4,876) 146,957
Other assets - intercompany - 66 278 (278) (66) -
----------------------------------------------------------------------------------
TOTAL ASSETS $ 127,117 $ 68,437 $ 84,466 $ 597,394 $(150,077) $ 727,337
==================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Deposits $ - $ 1,005 $ 1,215 $ 435,521 $ (1,005) $ 436,736
Purchased funds and other borrowings - third
party 14,960 36 1,563 52,329 (36) 68,852
Purchased funds and other borrowings -
intercompany - 3,858 680 (680) (3,858) -
Long-term debt - third party 32,861 3,342 22,624 22,887 (3,342) 78,372
Long-term debt - intercompany - 49,403 47,023 (47,023) (49,403) -
Advances from subsidiaries 3,746 - - (3,746) - -
Other liabilities - third party 1,902 2,071 3,366 64,569 (2,071) 69,837
Other liabilities - intercompany 108 997 140 (248) (997) -
Stockholder's equity 73,540 7,725 7,855 73,785 (89,365) 73,540
----------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 127,117 $ 68,437 $ 84,466 $ 597,394 $(150,077) $ 727,337
===================================================================================================================================
(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.
53
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2003
- --------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS (1) ADJUSTMENTS(2) CONSOLIDATED
- --------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,350 $ 1,439 $ 585 $ 6,523 $(1,439) $ 8,458
- --------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Securities - available for sale and
short-term and other
Purchases (1) (609) (695) (50,089) 609 (50,785)
Proceeds from sales 271 482 507 22,536 (482) 23,314
Maturities - 84 84 16,692 (84) 16,776
Changes in investments and advances -
intercompany (879) 449 - 879 (449) -
Net (increase) decrease in loans - (996) (362) 95 996 (267)
Proceeds from sales of loans - - - 5,590 - 5,590
Business acquisitions - - - - - -
Other investing activities - - 328 (12,442) - (12,114)
-----------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (609) (590) (138) (16,739) 590 (17,486)
- --------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits - 44 - 13,856 (44) 13,856
Net change in purchased funds and other
borrowings - third party (3,412) 2 (211) (1,874) (2) (5,497)
Net change in purchased funds, other
borrowings and advances - intercompany (669) 610 101 568 (610) -
Proceeds from issuance of long-term debt -
third party 7,000 - 5 349 - 7,354
Repayment of long-term debt - third party (2,869) (5,045) - (567) 5,045 (3,436)
Proceeds from issuance of long-term debt -
intercompany, net - 3,558 (421) 421 (3,558) -
Dividends paid (804) - - - - (804)
-----------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES (754) (831) (526) 12,753 831 11,473
- --------------------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND DUE FROM BANKS - - - 8 - 8
- --------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and due
from banks (13) 18 (79) 2,545 (18) 2,453
Cash and due from banks at beginning of
period 22 530 849 12,853 (530) 13,724
-----------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 9 $ 548 $ 770 $ 15,398 $ (548) $ 16,177
- --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 20 $ 532 $ 727 $ 1,756 $ (532) $ 2,503
Income taxes (28) 92 92 623 (92) 687
NON-CASH INVESTING ACTIVITIES:
Transfers to repossessed assets - 290 290 (14) (290) 276
Capital contributions to subsidiaries 664 - - (664) - -
NON-CASH FINANCING ACTIVITIES:
Dividends 664 - - (664) - -
================================================================================================================================
(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes the elimination of CCC, included in the AFCC column.
54
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2002
- --------------------------------------------------------------------------------------------------------------------------------
CITICORP OTHER CITICORP
PARENT SUBSIDIARIES AND CONSOLIDATING CITICORP
IN MILLIONS OF DOLLARS COMPANY CCC AFCC ELIMINATIONS(1) ADJUSTMENTS(2) CONSOLIDATED
- --------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ 6,659 $ 1,257 $ 2,228 $ (9,254) $(1,257) $ (367)
- --------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Securities - available for sale and
short-term and other
Purchases (5) (514) (524) (170,609) 514 (171,138)
Proceeds from sales 1,090 460 390 153,720 (460) 155,200
Maturities - 57 130 7,864 (57) 7,994
Changes in investments and advances -
intercompany (5,254) (424) 228 5,026 424 -
Net increase in loans - (1,900) (1,420) (9,166) 1,900 (10,586)
Proceeds from sales of loans - - - 11,548 - 11,548
Business acquisitions - - - (2,071) - (2,071)
Other investing activities 1,209 - 406 2,553 - 4,168
-----------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY INVESTING
ACTIVITIES (2,960) (2,321) (790) (1,135) 2,321 (4,885)
- --------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits - 206 280 5,779 (206) 6,059
Net change in purchased funds and other
borrowings - third party (1,531) 31 (391) 4,862 (31) 2,940
NET CHANGE IN PURCHASED FUNDS, OTHER
BORROWINGS AND ADVANCES - INTERCOMPANY (845) (1,959) 1,175 (330) 1,959 -
Proceeds from issuance of long-term debt -
third party 2,419 - - 2,885 - 5,304
Repayment of long-term debt - third party (3,327) (212) (3,780) (3,173) 212 (10,280)
Proceeds from issuance of long-term debt -
intercompany, net - 2,725 - - (2,725) -
Dividends paid (410) - - - - (410)
-----------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES (3,694) 791 (2,716) 10,023 (791) 3,613
- --------------------------------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND DUE FROM BANKS - - - (1) - (1)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and due
from banks 5 (273) (1,278) (367) 273 (1,640)
Cash and due from banks at beginning of
period 18 639 1,736 11,814 (639) 13,568
-----------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 23 $ 366 $ 458 $ 11,447 $ (366) $ 11,928
- --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 411 $ 571 $ 837 $ 2,463 $ (571) $ 3,711
Income taxes 1,106 125 54 783 (125) 1,943
NON-CASH INVESTING ACTIVITIES:
Transfers to repossessed assets - 178 178 38 (178) 216
================================================================================================================================
(1) Includes all other subsidiaries of Citicorp and intercompany eliminations.
(2) Includes the elimination of CCC, included in the AFCC column.
55
FINANCIAL DATA SUPPLEMENT
CITICORP AND SUBSIDIARIES
AVERAGE BALANCES AND INTEREST RATES, TAXABLE EQUIVALENT BASIS(1)(2)(3)
AVERAGE VOLUME INTEREST REVENUE/EXPENSE % AVERAGE RATE
---------------------------------------------------------------------------------------
1ST QTR. 4th Qtr. 1st Qtr. 1ST QTR. 4th Qtr. 1st Qtr. 1ST QTR. 4th Qtr. 1st Qtr.
IN MILLIONS OF DOLLARS 2003 2002 2002 2003 2002 2002 2003 2002 2002
- ------------------------------------------------------------------------------------------------------------------------------------
LOANS (NET OF UNEARNED INCOME) (4)
Consumer loans
In U.S. offices $219,878 $204,792 $160,871 $ 4,749 $ 4,791 $ 4,284 8.76 9.28 10.80
In offices outside the U.S. (5) 89,174 86,871 84,837 2,615 2,652 2,417 11.89 12.11 11.55
----------------------------------------------------------
Total consumer loans 309,052 291,663 245,708 7,364 7,443 6,701 9.66 10.12 11.06
----------------------------------------------------------
Corporate loans
In U.S. offices
Commercial and industrial 32,030 33,216 33,958 458 494 540 5.80 5.90 6.45
Lease financing 13,874 14,168 16,740 251 274 327 7.34 7.67 7.92
Mortgage and real estate 553 636 735 8 12 7 5.87 7.49 3.86
In offices outside the U.S. (5) 83,498 84,734 86,607 1,347 1,278 1,557 6.54 5.98 7.29
----------------------------------------------------------
Total corporate loans 129,955 132,754 138,040 2,064 2,058 2,431 6.44 6.15 7.14
----------------------------------------------------------
Total loans 439,007 424,417 383,748 9,428 9,501 9,132 8.71 8.88 9.65
----------------------------------------------------------
FEDERAL FUNDS SOLD AND SECURITIES
PURCHASED UNDER AGREEMENTS TO RESELL
In U.S. offices 4,120 6,111 7,266 11 23 32 1.08 1.49 1.79
In offices outside the U.S. (5) 4,840 3,760 2,619 81 102 76 6.79 10.76 11.77
----------------------------------------------------------
Total 8,960 9,871 9,885 92 125 108 4.16 5.02 4.43
----------------------------------------------------------
INVESTMENTS, AT FAIR VALUE
In U.S. offices
Taxable 55,798 41,418 31,842 418 342 301 3.04 3.28 3.83
Exempt from U.S. income tax 6,991 6,779 5,928 122 116 113 7.08 6.79 7.73
In offices outside the U.S. (5) 56,473 53,695 54,223 702 707 587 5.04 5.22 4.39
----------------------------------------------------------
Total 119,262 101,892 91,993 1,242 1,165 1,001 4.22 4.54 4.41
----------------------------------------------------------
TRADING ACCOUNT ASSETS (6)
In U.S. offices 6,536 6,896 5,815 92 85 63 5.71 4.89 4.39
In offices outside the U.S. (5) 17,238 15,942 12,475 276 263 471 6.49 6.55 15.31
----------------------------------------------------------
Total 23,774 22,838 18,290 368 348 534 6.28 6.05 11.84
----------------------------------------------------------
LOANS HELD-FOR-SALE, IN U.S. OFFICES 14,467 13,827 12,487 257 292 292 7.20 8.38 9.48
----------------------------------------------------------
DEPOSITS AT INTEREST WITH BANKS (5) 16,925 16,505 18,577 263 256 275 6.30 6.15 6.00
----------------------------------------------------------
TOTAL INTEREST-EARNING ASSETS 622,395 589,350 534,980 $11,650 $11,687 $11,342 7.59 7.87 8.60
=========================================================
Non-interest-earning assets (6) 108,602 106,596 107,693
-----------------------------
TOTAL ASSETS $730,997 $695,946 $642,673
====================================================================================================================================
DEPOSITS
In U.S. offices
Savings deposits (7) $111,255 $103,747 $ 91,494 $ 264 $ 355 $ 274 0.96 1.36 1.21
Other time deposits 36,939 34,652 26,112 194 116 127 2.13 1.33 1.97
In offices outside the U.S. (5) 245,806 235,160 219,665 1,422 1,435 1,450 2.35 2.42 2.68
----------------------------------------------------------
Total 394,000 373,559 337,271 1,880 1,906 1,851 1.94 2.02 2.23
----------------------------------------------------------
TRADING ACCOUNT LIABILITIES (6)
In U.S. offices 2,887 2,716 3,271 9 10 11 1.26 1.46 1.36
In offices outside the U.S. (5) 584 530 627 2 2 2 1.39 1.50 1.29
----------------------------------------------------------
Total 3,471 3,246 3,898 11 12 13 1.29 1.47 1.35
----------------------------------------------------------
PURCHASED FUNDS AND OTHER BORROWINGS
In U.S. offices 43,768 47,042 37,959 127 232 259 1.18 1.96 2.77
In offices outside the U.S. (5) 16,735 17,088 21,396 398 289 438 9.65 6.71 8.30
----------------------------------------------------------
Total 60,503 64,130 59,355 525 521 697 3.52 3.22 4.76
----------------------------------------------------------
LONG-TERM DEBT
In U.S. offices 72,415 62,252 68,764 842 791 872 4.72 5.04 5.14
In offices outside the U.S. (5) 8,658 8,901 10,674 95 82 111 4.45 3.65 4.22
----------------------------------------------------------
Total 81,073 71,153 79,438 937 873 983 4.69 4.87 5.02
----------------------------------------------------------
TOTAL INTEREST-BEARING LIABILITIES 539,047 512,088 479,962 $ 3,353 $ 3,312 $ 3,544 2.52 2.57 2.99
=========================================================
Demand deposits in U.S. offices 11,817 10,538 8,072
Other non-interest-bearing liabilities (6) 105,737 102,530 89,662
TOTAL STOCKHOLDER'S EQUITY 74,396 70,790 64,977
-----------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $730,997 $695,946 $642,673
====================================================================================================================================
NET INTEREST REVENUE AS A PERCENTAGE
OF AVERAGE INTEREST-EARNING ASSETS (8)
In U.S. offices $354,347 $327,861 $275,737 $ 4,844 $ 4,831 $ 4,415 5.54 5.85 6.49
In offices outside the U.S. 268,048 261,489 259,243 3,453 3,544 3,383 5.22 5.38 5.29
----------------------------------------------------------
TOTAL $622,395 $589,350 $534,980 $ 8,297 $ 8,375 $ 7,798 5.41 5.64 5.91
====================================================================================================================================
(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 9 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) The fair value carrying amounts of derivative and foreign exchange
contracts are reported in non-interest-earning assets and other
non-interest-bearing liabilities.
(7) Savings deposits consist of Insured Money Market Rate accounts, NOW
accounts, and other savings deposits.
(8) Includes allocations for capital and funding costs based on the location of
the asset.
56
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The following information supplements and amends the discussion set forth under
Part I, Item 3 "Legal Proceedings" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002.
ENRON:
HUDSON SOFT CO. LTD. V. CREDIT SUISSE FIRST BOSTON CORP., ET AL.
A proposed second amended complaint dropped as defendants Citigroup and certain
of its affiliates, including affiliates of Citicorp, and certain of their
officers and other employees.
NEW POWER HOLDINGS ACTIONS
On April 17, 2003 the motion to dismiss the complaints in the putative class
actions relating to the New Power Holdings common stock was denied.
ADDITIONAL ACTIONS
On March 5, 2003 an action was brought on behalf of the purchasers of the
Yosemite Notes and Enron Credit Linked Notes, alleging violations of federal
securities laws.
On April 9, 2003 an action was brought by a group of related mutual funds that
purchased certain Yosemite Notes, alleging violations of state securities law
and common law claims.
REGULATORY MATTERS
As part of the Company's discussions with the SEC and bank regulators relating
to certain of its transactions with Enron, the Company is also involved in
substantive discussions with the SEC and bank regulators regarding one of its
transactions with Dynegy.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
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.
No other reports on Form 8-K were filed during the first quarter of 2003;
however,
On April 17, 2003, the Company filed a Current Report on Form 8-K, dated April
17, 2003, reporting under Item 5 thereof the summarized results of its
operations for the quarter ended March 31, 2003.
57
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on the 15th day of May, 2003.
CITICORP
(Registrant)
By /s/ Todd S. Thomson
------------------------------
Todd S. Thomson
Chief Financial Officer
(Principal Financial Officer)
By /s/ William P. Hannon
------------------------------
William P. Hannon
Controller
(Principal Accounting Officer)
58
CERTIFICATIONS
I, Robert B. Willumstad, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Citicorp;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 function):
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
quarterly report whether or not 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: May 15, 2003
By: /s/ Robert B. Willumstad, Chief Executive Officer
--------------------------------------------------------------
59
CERTIFICATIONS
I, Todd S. Thomson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Citicorp;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 function):
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
quarterly report whether or not 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: May 15, 2003
By: /s/ Todd S. Thomson, Chief Financial Officer
----------------------------------------------------------
60
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.01 Citicorp's Certificate of Incorporation (incorporated by reference to
Exhibit 3(i) to Citicorp's Post-Effective Amendment No. 1 to
Registration Statement on Form S-3, File No. 333-21143, filed on
October 8, 1998).
3.02 Citicorp's By-Laws (incorporated by reference to Exhibit 3.02 to
Citicorp's Annual Report on Form 10-K for the year ended December 31,
2002, File No. 1-5738).
12.01+ Calculation of Ratio of Income to Fixed Charges.
12.02+ Calculation of Ratio of Income to Fixed Charges (including preferred
stock dividends).
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.
- ----------
The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the Securities and Exchange Commission
upon request.
- ----------
+ Filed herewith
61