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 September 30, 1999

                                       OR

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

               For the transition period from ________ to _______

                          Commission file number 1-9924

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

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

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

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

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

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

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

                            REDUCED DISCLOSURE FORMAT

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

Citicorp TABLE OF CONTENTS Part I - Financial Information Item 1. Financial Statements: Page No. -------- Consolidated Statements of Income (Unaudited) - Three and Nine Months Ended September 30, 1999 and 1998 24 Consolidated Balance Sheets - September 30, 1999 (Unaudited) and December 31, 1998 25 Consolidated Statements of Changes in Stockholder's Equity (Unaudited) - Nine Months Ended September 30, 1999 and 1998 26 Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 1999 and 1998 27 Consolidated Balance Sheets of Citibank, N.A. and Subsidiaries - September 30, 1999 (Unaudited) and December 31, 1998 28 Notes to Consolidated Financial Statements (Unaudited) 29 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1-23 19-21 Item 3. Quantitative and Qualitative Disclosures about Market Risk 32-34 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 39 Signatures 40 Exhibit Index 41

CITICORP AND SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS BUSINESS FOCUS The table below shows the core income (loss) for each of Citicorp's businesses: <TABLE> <CAPTION> Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------- In millions of dollars 1999 1998 (2) 1999 1998 (2) ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Global Consumer Citibanking North America $ 111 $ 25 $ 292 $ 89 Mortgage Banking 61 57 174 157 Cards 297 223 847 515 CitiFinancial (1) 135 62 284 159 ------------------------------------------------------------------------- Total North America 604 367 1,597 920 ------------------------------------------------------------------------- Europe, Middle East, and Africa 98 64 237 166 Asia Pacific 117 100 325 267 Latin America 55 42 145 122 ------------------------------------------------------------------------- Total International 270 206 707 555 ------------------------------------------------------------------------- e-Citi (51) (33) (130) (99) Other (10) (24) (56) (37) ------------------------------------------------------------------------- Total Global Consumer 813 516 2,118 1,339 ------------------------------------------------------------------------- Global Corporate Bank Emerging Markets 308 7 925 511 Global Relationship Banking 153 (9) 510 388 ------------------------------------------------------------------------- Total Global Corporate Bank 461 (2) 1,435 899 ------------------------------------------------------------------------- Global Investment Management and Private Banking Group Asset Management (8) (4) (5) 11 Global Private Bank 73 66 203 189 ------------------------------------------------------------------------- Total Global Investment Management and Private Banking Group 65 62 198 200 ------------------------------------------------------------------------- Corporate/Other (84) (41) (171) (219) ------------------------------------------------------------------------- Business Income 1,255 535 3,580 2,219 ------------------------------------------------------------------------- Investment Activities 188 75 400 679 ------------------------------------------------------------------------- Core Income 1,443 610 3,980 2,898 ------------------------------------------------------------------------- Restructuring-related items, after-tax (3) (33) -- (112) -- ------------------------------------------------------------------------- Net Income $1,410 $ 610 $3,868 $2,898 -----------------------------------------------------------========================================================================= </TABLE> (1) On August 4, 1999, CitiFinancial Credit Company (formerly Commercial Credit Company) ("CCC"), an indirect wholly-owned subsidiary of Citigroup Inc., became a subsidiary of Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp. CCC is consolidated in the results of Citicorp. Prior periods have been restated to reflect this reorganization. See Note 1 of Notes to Consolidated Financial Statements. (2) The 1998 results have been restated to reflect changes in capital and tax allocations among the segments to conform the policies of Citicorp and Travelers Group Inc. (3) The restructuring-related items are associated with the 1997 and 1998 restructuring initiatives, and in the 1999 third quarter include $31 million of severance, $25 million of accelerated depreciation, and a $23 million credit for the reversal of prior charges; and in the 1999 nine months, includes $31 million of severance, $104 million of accelerated depreciation, and a $23 million credit for the reversal of prior charges. See Note 5 of Notes to Consolidated Financial Statements. -------------------------------------------------------------------------------- 1

INCOME ANALYSIS The income analysis reconciles amounts shown in the Consolidated Statements of Income to the basis employed by management for assessing financial results. <TABLE> <CAPTION> Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------- In millions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Total revenues, net of interest expense $7,123 $5,857 $20,967 $18,326 Effect of credit card securitization activity 552 576 1,710 1,619 ------------------------------------------------------------------------- Adjusted revenues, net of interest expense 7,675 6,433 22,677 19,945 ------------------------------------------------------------------------- Total operating expenses 4,236 4,058 12,623 11,621 Restructuring-related items (52) -- (179) -- ------------------------------------------------------------------------- Adjusted operating expenses 4,184 4,058 12,444 11,621 ------------------------------------------------------------------------- Provision for credit losses 632 821 2,151 2,071 Effect of credit card securitization activity 552 576 1,710 1,619 ------------------------------------------------------------------------- Adjusted provision for credit losses 1,184 1,397 3,861 3,690 ------------------------------------------------------------------------- Core income before income taxes 2,307 978 6,372 4,634 Taxes on core income 864 368 2,392 1,736 ------------------------------------------------------------------------- Core income 1,443 610 3,980 2,898 Restructuring-related items, after-tax (33) -- (112) -- ------------------------------------------------------------------------- Net income $1,410 $ 610 $ 3,868 $ 2,898 -----------------------------------------------------------========================================================================= </TABLE> Results of Operations Citicorp, a wholly-owned subsidiary of Citigroup Inc., reported core income of $1.443 billion and $3.980 billion in the 1999 third quarter and nine months, up $833 million or 137% from $610 million and up $1.082 billion or 37% from $2.898 billion in the comparable 1998 periods. Core income in the 1999 third quarter and nine months excluded charges of $33 million and $112 million for after-tax restructuring-related items. Net income of $1.410 billion and $3.868 billion in the 1999 third quarter and nine months was up $800 million or 131% and $970 million or 33% from the year-ago periods. Core income return on common equity was 22.1% and 20.9% for the 1999 third quarter and nine months, compared to 10.6% and 17.3% for the 1998 periods. On August 4, 1999, CCC, an indirect wholly-owned subsidiary of Citigroup Inc., became a subsidiary of Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp. See Note 8 of Notes to Consolidated Financial Statements. Core income growth in the quarter was led by Global Corporate Bank, up $463 million to $461 million reflecting a rebound from the loss in the 1998 third quarter that was the result of severe economic turmoil, and Global Consumer which increased $297 million or 58% to $813 million reflecting strong growth in virtually all businesses. In addition, Global Investment Management and Private Banking grew $3 million or 5% to $65 million, reflecting a 23% increase in assets under management to $242 billion. Investment Activities core income of $188 million was up $113 million or 151% from the year-ago quarter, primarily reflecting increased venture capital revenues. For the nine month period, Global Corporate Bank was up 60% to $1.435 billion and Global Consumer was up 58% to $2.118 billion. Partially offsetting these improvements was a core income decrease of $279 million or 41% in Investment Activities to $400 million, reflecting a decrease in realized gains from sales of investments and net asset gains, partially offset by an increase in venture capital revenues. Global Corporate Bank core income increases in both the quarter and nine months primarily resulted from a rebound from the severe market conditions of a year ago. Emerging Markets core income was up $301 million and $414 million in the 1999 third quarter and nine months to $308 million and $925 million, as revenue growth and improved credit complemented continued expense discipline. Global Relationship Banking was up $162 million and $122 million to $153 million and $510 million for the 1999 third quarter and nine months, reflecting improved revenues coupled with expense reductions. Global Consumer core income in both the quarter and nine months reflected strong growth in virtually all businesses, particularly in the North America businesses where Cards core income of $297 million and $847 million in the quarter and nine months grew $74 million and $332 million from the 1998 periods, reflecting significant increases in U.S. bankcards; Citibanking North America core income of $111 million and $292 million in the quarter and nine months increased $86 million and $203 million, primarily reflecting expense reduction initiatives; and CitiFinancial improved $73 million and $125 million to $135 million and $284 million from the comparable 1998 periods. CitiFinancial core income reflected a 31% growth in receivables from the 1998 third quarter. Core income in the International businesses grew 31% to $270 million and 27% to $707 million in the 1999 third quarter and nine months, reflecting increases across all regions. Global Consumer core income growth was achieved even as spending continued on the technological enhancements of e-Citi. Adjusted revenues, net of interest expense, of $7.7 billion and $22.7 billion in the 1999 third quarter and nine months were up $1.2 billion or 19% and $2.7 billion or 14% compared to the 1998 periods. Revenue growth was led by Global Consumer which increased strongly in almost all sectors and was $4.9 billion and $14.3 billion in the 1999 third quarter and nine months, up $519 million or 12% and $2.1 billion or 17% from the comparable 1998 periods, reflecting strategic acquisitions, and Global Corporate Bank which was up $486 million or 31% and $742 million or 13% from the comparable 1998 periods, principally reflecting the improved environment 2

from the severe market conditions in the 1998 third quarter. Excluding the effects of the 1998 market turmoil, Global Corporate Bank comparisons reflect revenue growth in loans, trade finance and structured products. Global Investment Management and Private Banking revenues of $379 million and $1.1 billion for the 1999 third quarter and nine months increased $13 million and $40 million, both up 4%. The $179 million increase in the 1999 third quarter in Investment Activities revenues primarily reflected a $370 million increase in venture capital revenues, partially offset by a decrease in net asset gains, while the $387 million decrease in the 1999 nine months reflected a $519 million decrease in securities transactions and net asset gains, partially offset by a $268 million increase in venture capital revenues. Net interest revenue as shown on the Consolidated Statement of Income of $3.6 billion and $10.8 billion for the 1999 third quarter and nine months, was up $261 million or 8% and $1.1 billion or 11% from the comparable 1998 periods, reflecting business volume growth in most markets. Adjusted net interest revenues, including the effect of credit card securitization, of $4.7 billion and $14.0 billion for the 1999 third quarter and nine months were up $348 million or 8% and $1.7 billion or 14% from the 1998 periods. Adjusted fees and commissions revenues of $1.9 billion and $5.4 billion were up $253 million or 16% and $703 million or 15%, primarily as a result of continued growth in assets under fee-based management. Foreign exchange and trading revenues of $610 million and $1.9 billion were up $295 million or 94% and $445 million or 30%, reflecting the broad-based rebound in trading activities from the severe market conditions in 1998. Venture capital revenues of $339 million and $672 million in the 1999 third quarter and nine months were up $370 million and $268 million from the 1998 periods. Aggregate securities transactions and net asset gains were down $46 million to $68 million in the quarter and down $503 million to $426 million in the nine months, reflecting lower levels of securities sales and net asset gains. Adjusted operating expenses of $4.2 billion and $12.4 billion for the 1999 third quarter and nine months, which exclude the restructuring-related items, were up $126 million or 3% and $823 million or 7% from the comparable 1998 periods. Expenses increased in Global Consumer by 3% and 10% in the quarter and nine months, primarily reflecting acquisitions in Latin America, Mortgage Banking, and Cards, and electronic financial services development efforts, partially offset by a decline in fixed costs due to expense control initiatives. Global Corporate Bank expenses were down 4% and 1% in the quarter and nine months, reflecting lower European Economic Monetary Union ("EMU") and year 2000 expenses. Global Investment Management and Private Banking expenses increased 4% in both the 1999 third quarter and nine months, reflecting investments made in technology, and research and quantitative functional analysis. Adjusted provision for credit losses was $1.2 billion and $3.9 billion in the 1999 third quarter and nine months, down $213 million or 15% and up $171 million or 5% from the comparable 1998 periods. Global Consumer adjusted provision for credit losses of $1.1 billion and $3.6 billion was down 2% and up 6% in the quarter and nine months. The ratio of net credit losses to average managed loans was 2.40% in the quarter, down from 2.58% in the preceding quarter and 2.68% a year ago. The managed consumer loan delinquency ratio (90 days or more past due) decreased to 1.95% from 1.98% for the preceding quarter and 2.13% a year ago. Global Corporate Bank provision for credit losses of $37 million and $258 million in the 1999 third quarter and nine months decreased 84% in the quarter and 21% in the nine months, reflecting the 1998 events in Russia and a lower provision for credit losses resulting from an improved credit outlook in the Emerging Markets. Commercial cash-basis loans and other real estate owned of $1.7 billion at quarter-end were up 4% from a year earlier and were unchanged from the preceding quarter. The provision for credit losses as shown on the Consolidated Statement of Income was $632 million and $2.2 billion in the 1999 third quarter and nine months, compared to $821 million and $2.1 billion in the year-ago periods. Total capital (Tier 1 and Tier 2) was $36.2 billion or 12.16% of net risk-adjusted assets, and Tier 1 capital was $24.1 billion or 8.09% at September 30, 1999, compared to $36.7 billion or 12.53% and $25.8 billion or 8.78% at June 30, 1999. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act (the "Act"), which will become effective in most significant respects 120 days after enactment. Under the Act, bank holding companies, such as Citicorp, all of whose depository institutions are "well capitalized" and "well managed", as defined in the Bank-Holding Company Act of 1956, and which obtain satisfactory Community Reinvestment Act ratings, will have the ability to engage in a broader spectrum of activities than those currently permitted. Subject to certain limitations, new merchant banking rules will permit Citicorp to make investments in companies that engage in activities that are not financial in nature without regard to the existing 5% limit for domestic investments and 20% limit for overseas investments. Provisions of the Act that will become effective 18 months after enactment will limit the bank exemption from U.S. securities laws for certain activities that may now be conducted by national banks. 3

GLOBAL CONSUMER <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $4,353 $3,810 14 $12,627 $10,628 19 Effect of credit card securitization activity 552 576 (4) 1,710 1,619 6 ------------------------------- ------------------------------- Adjusted revenues, net of interest expense 4,905 4,386 12 14,337 12,247 17 ------------------------------- ------------------------------- Adjusted operating expenses (1) 2,451 2,374 3 7,327 6,669 10 ------------------------------- ------------------------------- Provision for credit losses 593 593 -- 1,881 1,768 6 Effect of credit card securitization activity 552 576 (4) 1,710 1,619 6 ------------------------------- ------------------------------- Adjusted provision for credit losses 1,145 1,169 (2) 3,591 3,387 6 ------------------------------- ------------------------------- Core income before taxes 1,309 843 55 3,419 2,191 56 Income taxes 496 327 52 1,301 852 53 ------------------------------- ------------------------------- Core income 813 516 58 2,118 1,339 58 Restructuring-related items, after-tax 17 -- NM 73 -- NM ------------------------------- ------------------------------- Net income $ 796 $ 516 54 $ 2,045 $ 1,339 53 ------------------------------------------======================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Global Consumer -- which provides banking, lending, and credit insurance services, including credit and charge cards, to customers around the world -- reported core income of $813 million and $2.118 billion in the 1999 third quarter and nine months, up $297 million or 58% and $779 million or 58% from the 1998 periods, reflecting strong growth in virtually all businesses, particularly in the North America businesses where Cards increased $74 million or 33% in the quarter and $332 million or 64% in the nine months, Citibanking increased $86 million or 344% and $203 million or 228%, and CitiFinancial increased $73 million or 118% and $125 million or 79%. Core income in the International businesses grew 31% and 27% in the quarter and nine months, reflecting increases across all regions. Global Consumer core income growth was achieved even as spending continued on the technological enhancements of e-Citi. Net income of $796 million and $2.045 billion in the 1999 third quarter and nine months included restructuring-related items of $17 million ($26 million pretax) and $73 million ($117 million pretax). North America Citibanking North America <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $528 $487 8 $1,552 $1,486 4 Adjusted operating expenses (1) 328 410 (20) 1,001 1,244 (20) Provision for credit losses 11 26 (58) 49 76 (36) ------------------------------- ------------------------------- Core income before taxes 189 51 271 502 166 202 Income taxes 78 26 200 210 77 173 ------------------------------- ------------------------------- Core income 111 25 344 292 89 228 Restructuring-related items, after-tax (3) -- NM 16 -- NM ------------------------------- ------------------------------- Net income $114 $ 25 356 $ 276 $ 89 210 ------------------------------------------======================================================================================== Average assets (in billions of dollars) $ 9 $ 10 (10) $ 10 $ 10 -- Return on assets 5.03% 0.99% 3.69% 1.19% ------------------------------------------======================================================================================== Excluding restructuring-related items Return on assets 4.89% 0.99% 3.90% 1.19% ------------------------------------------======================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Citibanking North America -- which delivers banking and lending services to customers through Citibank's branch network and electronic delivery systems -- reported core income of $111 million and $292 million in the 1999 third quarter and nine months, up from $25 million and $89 million in the 1998 periods due to expense reduction initiatives, revenue growth and credit cost improvements. Net income of $114 million and $276 million in the 1999 third quarter and nine months included a restructuring-related credit of $3 million ($5 million pretax) and a restructuring-related charge of $16 million ($26 million pretax), respectively. 4

As shown in the following table, Citibanking grew accounts and customer deposits from 1998. The decline in loans reflects a decrease in home equity loans due to increased industry-wide mortgage refinancing activity during 1998 and the first half of 1999. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) 6.2 5.8 7 6.2 5.8 7 Average customer deposits $42.2 $39.7 6 $42.0 $39.3 7 Average loans 7.5 7.9 (5) 7.6 8.0 (5) ------------------------------------------========================================================================================= </TABLE> Revenues, net of interest expense, of $528 million and $1.552 billion in the 1999 third quarter and nine months increased $41 million or 8% and $66 million or 4% from the 1998 periods, reflecting growth in customer deposits and higher investment product fees and commissions, offset by lower loan volumes. The increase in revenues in the nine months was reduced by a 1998 second quarter gain of approximately $25 million related to a building lease transaction. Adjusted operating expenses declined $82 million or 20% and $243 million or 20% from the 1998 periods, reflecting expense management initiatives that significantly reduced staff expenses, marketing spending, and other fixed costs. The provision for credit losses declined to $11 million and $49 million in the 1999 third quarter and nine months from $26 million and $76 million in the 1998 periods. The net credit loss ratio of 1.03% in the quarter declined from 1.35% a year ago. Loans delinquent 90 days or more of $64 million or 0.87% at September 30, 1999 declined from $109 million or 1.25% in 1998. The declines in the provision for credit losses and delinquencies reflect continued improvement in the portfolio and a decline in loan volumes. Mortgage Banking <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $199 $160 24 $551 $466 18 Adjusted operating expenses (1) 94 62 52 245 182 35 Provision for credit losses 2 3 (33) 10 25 (60) ------------------------------- ------------------------------- Core income before taxes 103 95 8 296 259 14 Income taxes 42 38 11 122 102 20 ------------------------------- ------------------------------- Core income 61 57 7 174 157 11 Restructuring-related items, after-tax 1 -- NM 1 -- NM ------------------------------- ------------------------------- Net income $ 60 $ 57 5 $173 $157 10 ------------------------------------------======================================================================================== Average assets (in billions of dollars) $ 29 $ 25 16 $ 29 $ 25 16 Return on assets 0.82% 0.90% 0.80% 0.84% ------------------------------------------======================================================================================== Excluding restructuring-related items Return on assets 0.83% 0.90% 0.80% 0.84% ------------------------------------------======================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Mortgage Banking -- which provides mortgages and student loans to customers across North America -- reported core income of $61 million and $174 million in the 1999 third quarter and nine months, up $4 million or 7% and $17 million or 11% from the 1998 periods, reflecting growth in student loans and credit improvement in the mortgage portfolio. Net income of $60 million and $173 million in the 1999 third quarter and nine months included restructuring-related charges of $1 million in both periods. As shown in the following table, accounts, loans, and mortgage originations increased in both the 1999 quarter and nine months, including the effect of the April 1999 Source One acquisition. Excluding Source One, mortgage originations declined reflecting the industry-wide slowdown in mortgage refinancing activity. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) (1) 3.2 2.7 19 3.2 2.7 19 Average loans (1) $27.1 $24.0 13 $27.0 $23.7 14 Mortgage originations 4.7 4.3 9 13.4 11.3 19 ------------------------------------------========================================================================================= </TABLE> (1) Includes student loans. -------------------------------------------------------------------------------- Revenues, net of interest expense, of $199 million and $551 million in the 1999 third quarter and nine months grew $39 million or 24% and $85 million or 18% from the 1998 periods, reflecting the Source One acquisition and growth in the student loan portfolio. Excluding Source One, mortgage revenues declined slightly in both the quarter and nine months. Adjusted operating expenses increased $32 million or 52% and $63 million or 35% from the 1998 periods, principally due to Source One. 5

The provision for credit losses of $2 million and $10 million in the 1999 third quarter and nine months declined from $3 million and $25 million in the 1998 periods. The net credit loss ratio of 0.12% in the quarter declined from 0.29% a year ago and the ratio of loans delinquent 90 days or more was 2.28%, down from 2.69% in 1998, reflecting improvement in the mortgage portfolio. The ratio of loans delinquent 90 days or more increased from 2.09% at June 30, 1999 as a result of a statutory increase in the length of time Citicorp must hold delinquent government-guaranteed student loans prior to submitting a claim under the government guarantee. Cards <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $1,432 $1,339 7 $4,238 $3,508 21 Effect of credit card securitization activity 552 576 (4) 1,710 1,619 6 ------------------------------- ------------------------------- Adjusted revenues, net of interest expense 1,984 1,915 4 5,948 5,127 16 Adjusted operating expenses (1) 707 714 (1) 2,153 1,847 17 Adjusted provision for credit losses (2) 804 846 (5) 2,454 2,456 -- ------------------------------- ------------------------------- Core income before taxes 473 355 33 1,341 824 63 Income taxes 176 132 33 494 309 60 ------------------------------- ------------------------------- Core income 297 223 33 847 515 64 Restructuring-related items, after-tax (2) -- NM (2) -- NM ------------------------------- ------------------------------- Net income $ 299 $ 223 34 $ 849 $ 515 65 ------------------------------------------========================================================================================= Average assets (in billions of dollars)(3) $ 28 $ 28 -- $ 29 $ 27 7 Return on assets (4) 4.24% 3.16% 3.91% 2.55% ------------------------------------------========================================================================================= Excludes restructuring-related items Return on assets 4.21% 3.16% 3.90% 2.55% ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. (2) Adjusted for the effect of credit card securitization. (3) Adjusted for the effect of credit card securitization, managed average assets for Cards were $76 billion and $75 billion in the 1999 third quarter and nine months, compared to $68 billion and $61 billion in the 1998 periods. (4) Adjusted for the effect of credit card securitization, the return on managed assets for Cards was 1.56% and 1.30% in the third quarters of 1999 and 1998, and 1.51% and 1.13% for the nine months of 1999 and 1998, respectively. NM Not meaningful -------------------------------------------------------------------------------- Cards -- U.S. bankcards, Canada bankcards, and North America Diners Club -- reported core income of $297 million and $847 million in the 1999 third quarter and nine months, up $74 million or 33% and $332 million or 64% from the 1998 periods, reflecting significant increases in the U.S. bankcards business, despite competitive pricing pressures. Net income of $299 million and $849 million in the 1999 third quarter and nine months included a restructuring-related credit of $2 million in both periods. Universal Cards Services ("UCS"), which was acquired in April 1998, contributed approximately $24 million and $33 million to net income in the 1999 third quarter and nine months compared with net losses of $31 million and $74 million in the 1998 periods. Adjusted revenues, net of interest expense, of $1.984 billion and $5.948 billion in the 1999 third quarter and nine months increased $69 million or 4% and $821 million or 16% from the 1998 periods reflecting increases in receivables, including the March 1999 Mellon acquisition, higher interchange fee revenues, offset by changes in portfolio mix and lower spreads. The year-to-date increase also reflects the acquisition of UCS and increases due to risk-based pricing actions. As shown in the following table, on a managed basis, the U.S. bankcards portfolio experienced strong receivable and sales volume growth in the quarter and nine months, including the effect of the Mellon acquisition. Account growth of 2% includes management initiatives that resulted in the closing of inactive and/or high-risk accounts. The total sales increase in the nine-month period also reflects the acquisition of UCS. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) 40.6 39.7 2 40.6 39.7 2 Total sales $40.9 $37.7 8 $118.5 $98.4 20 End-of-period managed receivables 70.7 63.8 11 70.7 63.8 11 ------------------------------------------========================================================================================= </TABLE> Adjusted operating expenses of $707 million and $2.153 billion in the 1999 third quarter and nine months declined slightly in the quarter, but increased $306 million or 17% year-to-date, reflecting the UCS and Mellon acquisitions and increased marketing costs. The adjusted provision for credit losses was $804 million and $2.454 billion in the 1999 third quarter and nine months, down from $846 million and $2.456 billion in the 1998 periods. U.S. bankcards managed net credit losses in the 1999 third quarter were $773 6

million and the related loss ratio was 4.40%, down from $803 million and 4.63% in the 1999 second quarter and $805 million and 5.15% in the 1998 third quarter. U.S. bankcards managed loans delinquent 90 days or more were $995 million or 1.42% at September 30, 1999, compared with $954 billion or 1.36% at June 30, 1999 and $939 million or 1.49% at September 30, 1998. The improvement in both the delinquency and net credit loss ratios from a year ago reflects moderating industry-wide bankruptcy trends and credit risk management initiatives. CitiFinancial <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $421 $326 29 $1,178 $930 27 Adjusted operating expenses (1) 152 146 4 487 425 15 Provision for credit losses 58 83 (30) 242 253 (4) ------------------------------- ------------------------------- Core income before taxes 211 97 118 449 252 78 Income taxes 76 35 117 165 93 77 ------------------------------- ------------------------------- Core income 135 62 118 284 159 79 Restructuring-related items, after-tax 1 -- NM 2 -- NM ------------------------------- ------------------------------- Net income $134 $ 62 116 $ 282 $159 77 ------------------------------------------========================================================================================= Average assets (in billions of dollars) $ 16 $ 13 23 $ 15 $ 12 25 Return on assets 3.32% 1.89% 2.51% 1.77% ------------------------------------------========================================================================================= Excluding restructuring-related items Return on assets 3.35% 1.89% 2.53% 1.77% ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- CitiFinancial (formerly Consumer Finance Services) includes the consumer lending operations (including secured and unsecured personal loans, real estate-secured loans, and consumer goods financing) of CCC. Also included are related credit insurance services provided through subsidiaries. Core income was $135 million and $284 million in the 1999 third quarter and nine months, up from $62 million and $159 million in the comparable periods of 1998. Included in the 1999 third quarter is a $15 million (after-tax) release of a litigation reserve resulting from the settlement of a claim. Receivables grew 31% from the 1998 third quarter due to healthy business flow at CitiFinancial branches, cross selling of CitiFinancial products through Primerica distribution channels and the acquisition in the first quarter of 1999 of certain Associates First Capital branches. The total number of CitiFinancial branches rose to 1,173 at the end of the third quarter of 1999, up from 980 at year-end 1998. The increase in adjusted operating expenses was primarily attributable to the acquisition. Receivables at September 30, 1999 reached a record $14.6 billion compared to $11.9 billion at year-end 1998 and $11.2 billion at September 30, 1998. Much of the growth in 1999 in real estate-secured loans resulted from the continued strong performance of the $.M.A.R.T. Loan(R) and $.A.F.E.(R) Loan programs, which grew to $3.7 billion at September 30, 1999, a 35% increase over September 30, 1998, as well as solid sales in the branch network. The average yield on receivables was 14.58% during the 1999 third quarter and 14.49% for the 1999 nine months, down from 14.93% in the 1998 periods, reflecting a shift in the portfolio mix toward lower-risk real estate loans which have lower margins. At September 30, 1999, the portfolio consisted of 58% real estate-secured loans, 35% personal loans, and 7% sales finance and other. The provision for credit losses was $58 million and $242 million in the 1999 third quarter and nine months, down from $83 million and $253 million in the 1998 periods, reflecting continued strong credit performance. The net credit loss ratio was 2.00% in the quarter, down from 2.14% in 1999 second quarter and 2.61% a year ago. Loans delinquent 90 days or more were $186 million or 1.27% at September 30, 1999, compared with $172 million or 1.26% at June 30, 1999 and $162 million or 1.45% a year ago. 7

International Consumer Europe, Middle East & Africa <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $608 $543 12 $1,736 $1,567 11 Adjusted operating expenses (1) 373 362 3 1,122 1,078 4 Provision for credit losses 76 74 3 227 214 6 ------------------------------- ------------------------------- Core income before taxes 159 107 49 387 275 41 Income taxes 61 43 42 150 109 38 ------------------------------- ------------------------------- Core income 98 64 53 237 166 43 Restructuring-related items, after-tax 8 -- NM 17 -- NM ------------------------------- ------------------------------- Net income $ 90 $ 64 41 $ 220 $ 166 33 ------------------------------------------======================================================================================== Average assets (in billions of dollars) $ 23 $ 22 5 $ 22 $ 21 5 Return on assets 1.55% 1.15% 1.34% 1.06% ------------------------------------------======================================================================================== Excluding restructuring-related items Return on assets 1.69% 1.15% 1.44% 1.06% ------------------------------------------======================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Europe, Middle East & Africa ("EMEA") -- which provides banking and lending services, including credit and charge cards, to customers throughout the region -- reported core income of $98 million and $237 million in the 1999 third quarter and nine months, up $34 million or 53% and $71 million or 43% from the 1998 periods, reflecting a $16 million ($25 million pretax) gain related to an investment in an affiliate and business growth across the region. Net income of $90 million and $220 million in the 1999 third quarter and nine months included restructuring-related items of $8 million ($12 million pretax) and $17 million ($27 million pretax), respectively. The net effects of foreign currency translation reduced core income by approximately $8 million in the quarter and reduced revenue and expense growth by approximately 6% and 5%, respectively. Foreign currency translation effects were not material in the nine month period. As shown in the following table, EMEA reported 6% account growth from a year ago primarily reflecting loan growth, including credit cards. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ---------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) 10.7 10.1 6 10.7 10.1 6 Average customer deposits $17.1 $17.1 -- $17.1 $17.1 -- Average loans 17.2 16.5 4 16.8 15.9 6 ------------------------------------------======================================================================================== </TABLE> Revenues, net of interest expense, of $608 million and $1.736 billion in the 1999 third quarter and nine months grew $65 million or 12% and $169 million or 11% from the 1998 periods, reflecting the $25 million gain associated with an investment in an affiliate, loan growth, improved spreads, and higher insurance and investment product fees. Adjusted operating expenses of $373 million and $1.122 billion in the 1999 third quarter and nine months were up $11 million or 3% and $44 million or 4% from the 1998 periods, reflecting costs associated with franchise expansion in Central and Eastern Europe and business volume growth. The provision for credit losses was $76 million and $227 million in the 1999 third quarter and nine months, up from $74 million and $214 million in the 1998 periods. The net credit loss ratio was 1.60% in the quarter, down from 1.71% in the 1999 second quarter and 1.64% a year ago. Loans delinquent 90 days or more were $953 million or 5.45% at September 30, 1999, compared with $899 million or 5.46% at June 30, 1999 and $955 million or 5.52% a year ago. 8

Asia Pacific <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $580 $459 26 $1,641 $1,338 23 Adjusted operating expenses (1) 316 234 35 867 727 19 Provision for credit losses 76 63 21 253 177 43 ------------------------------- ------------------------------- Core income before taxes 188 162 16 521 434 20 Income taxes 71 62 15 196 167 17 ------------------------------- ------------------------------- Core income 117 100 17 325 267 22 Restructuring-related items, after-tax -- -- -- 9 -- NM ------------------------------- ------------------------------- Net income $117 $100 17 $ 316 $ 267 18 ------------------------------------------========================================================================================= Average assets (in billions of dollars) $ 31 $ 28 11 $ 30 $ 28 7 Return on assets 1.50% 1.42% 1.41% 1.27% ------------------------------------------========================================================================================= Excluding restructuring-related items Return on assets 1.50% 1.42% 1.45% 1.27% ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Asia Pacific (including Japan and Australia) -- which provides banking and lending services, including credit and charge cards, to customers throughout the region -- reported core income of $117 million and $325 million in the 1999 third quarter and nine months, up $17 million or 17% and $58 million or 22% from the 1998 periods, reflecting business growth across the region, particularly Japan, as the region continues to rebound from weak 1998 results, offset by higher credit losses in Taiwan and Hong Kong. Net income of $117 million and $316 million in the 1999 third quarter and nine months included restructuring-related items of $9 million ($15 million pretax) in the nine month period. Strengthening currencies across the region resulted in net foreign currency translation effects in the 1999 third quarter and nine months that increased core income by approximately $10 million and $11 million. The net effect of foreign currency translation increased revenue growth by 10% and 5% and expense growth by 11% and 6%, respectively. As shown in the following table, Asia Pacific accounts grew 23% from 1998, driven by double digit growth in both customer deposits and loans, reflecting significant increases in Japan, and economic stabilization in certain countries. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) 9.0 7.3 23 9.0 7.3 23 Average customer deposits $42.5 $36.8 15 $41.0 $35.0 17 Average loans 23.7 20.1 18 22.9 19.8 16 ------------------------------------------========================================================================================= </TABLE> Revenues, net of interest expense, of $580 million and $1.641 billion in the 1999 third quarter and nine months, increased $121 million or 26% and $303 million or 23% from the 1998 periods, reflecting strong performance in Japan and higher spreads and business volume growth in most other countries. Adjusted operating expenses in the quarter and nine months were up $82 million or 35% and $140 million or 19% from the 1998 periods, reflecting higher marketing and program spending primarily in Singapore, Taiwan, and Japan. The provision for credit losses was $76 million and $253 million in the 1999 third quarter and nine months, up from $63 million and $177 million in the 1998 periods. The net credit loss ratio was 1.23% in the quarter, up from 1.12% a year ago, but down from 1.33% in the 1999 second quarter. Loans delinquent 90 days or more were $450 million or 1.87% at September 30, 1999 compared with $384 million or 1.87% a year ago and $509 million or 2.17% at June 30, 1999. The increases in the provision and the net credit loss ratio from a year ago primarily reflect increases in Taiwan and Hong Kong; however, net credit losses and delinquencies declined from the 1999 second quarter. Additionally, the extent of the impact of the earthquake in Taiwan during the 1999 third quarter on the future credit performance of the loan portfolio continues to be assessed. 9

Latin America <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $504 $431 17 $1,469 $1,154 27 Adjusted operating expenses (1) 302 287 5 892 768 16 Provision for credit losses 117 74 58 353 184 92 ------------------------------- ------------------------------- Core income before taxes 85 70 21 224 202 11 Income taxes 30 28 7 79 80 (1) ------------------------------- ------------------------------- Core income 55 42 31 145 122 19 Restructuring-related items, after-tax 12 -- NM 30 -- NM ------------------------------- ------------------------------- Net income $ 43 $ 42 2 $ 115 $ 122 (6) ------------------------------------------========================================================================================= Average assets (in billions of dollars) $ 14 $ 13 8 $ 14 $ 11 27 Return on assets 1.22% 1.28% 1.10% 1.48% ------------------------------------------========================================================================================= Excluding restructuring-related items Return on assets 1.56% 1.28% 1.38% 1.48% ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Latin America -- which provides banking and lending services, including credit and charge cards, to customers throughout the region -- reported core income of $55 million and $145 million in the 1999 third quarter and nine months, up $13 million or 31% and $23 million or 19% from the 1998 periods, reflecting an increase in earnings from Credicard, a 33%-owned Brazilian Card affiliate, and the effect of certain acquisitions, partially offset by a higher provision for credit losses. Net income of $43 million and $115 million in the 1999 third quarter and nine months included restructuring-related items of $12 million ($19 million pretax) and $30 million ($47 million pretax). Average assets of $14 billion in the quarter and $14 billion in the nine months increased 8% and 27% from the 1998 periods due to acquisitions in the region. The Brazilian currency devaluation in the 1999 first quarter significantly contributed to the 1999 third quarter and nine months foreign currency translation effects that reduced core income by approximately $8 million and $21 million. Foreign currency translation effects reduced revenue growth by 9% and 10% and expense growth by 6% and 8%, respectively. As shown in the following table, Latin America experienced strong business volume growth, principally due to the effect of acquisitions. Account and average loan growth was reduced by credit risk management initiatives. Customer deposit growth also reflects a "flight to quality" in the region. <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In billions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Accounts (in millions) 7.6 7.1 7 7.6 7.1 7 Average customer deposits $13.6 $10.7 27 $13.4 $9.7 38 Average loans $ 7.9 $ 8.0 (1) $ 7.9 $7.8 1 ------------------------------------------========================================================================================== </TABLE> Revenues, net of interest expense, of $504 million and $1.469 billion in the 1999 third quarter and nine months were up $73 million or 17% and $315 million or 27% from the 1998 periods, reflecting acquisitions in the region and increased earnings from Credicard. Adjusted operating expenses grew $15 million or 5% and $124 million or 16% in the quarter and nine months, reflecting acquisitions in the region. Efficiency efforts contributed to a 7% decline in expenses in the quarter excluding the effect of acquisitions and foreign currency translation. 10

The provision for credit losses was $117 million and $353 million in the 1999 third quarter and nine months, up from $74 million and $184 million in the 1998 periods. The net credit loss ratio was 5.55% in the quarter, up from 3.48% a year ago, but down from 6.17% in the 1999 second quarter. Loans delinquent 90 days or more of $325 million or 4.10% at September 30, 1999 increased from $243 million or 3.05% a year ago, but declined from $346 million or 4.32% at June 30, 1999. The increases in the provision, the net credit loss ratio, and delinquencies from a year ago reflect economic conditions in the region, particularly in Chile and Argentina, and the effect of recent acquisitions. e-Citi <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $ 57 $38 50 $166 $102 63 Total operating expenses 140 91 54 379 262 45 Provision for credit losses 1 -- NM 3 2 50 ------------------------------- ------------------------------- Loss before tax benefits (84) (53) 58 (216) (162) 33 Income tax benefits (33) (20) 65 (86) (63) 37 ------------------------------- ------------------------------- Net loss ($ 51) ($33) 55 ($130) ($ 99) 31 ------------------------------------------========================================================================================= </TABLE> NM Not meaningful -------------------------------------------------------------------------------- e-Citi -- the business responsible for developing and implementing the Company's internet financial services products and e-commerce solutions -- reported net losses of $51 million and $130 million in the 1999 third quarter and nine months, compared to $33 million and $99 million in the 1998 periods. Revenues, net of interest expense, were $57 million and $166 million in the 1999 third quarter and nine months, up from $38 million and $102 million in the 1998 periods, reflecting business volume increases in certain electronic banking services. Total operating expenses of $140 million and $379 million in the quarter and nine months increased from $91 million and $262 million in the 1998 periods, reflecting continued investment in internet-based and other electronic financial services as well as other e-commerce solutions and volume increases associated with electronic banking services. Other Consumer <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------------------------------------- In millions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Total revenues, net of interest expense $24 $27 $96 $77 Total operating expenses 39 68 181 136 --------------------------------------------------------------------- Loss before tax benefits (15) (41) (85) (59) Income tax benefits (5) (17) (29) (22) --------------------------------------------------------------------- Net loss ($10) ($24) ($56) ($37) ---------------------------------------------------------------===================================================================== </TABLE> Other Consumer -- which includes certain treasury operations and global marketing and other programs -- net losses were $10 million and $56 million in the 1999 third quarter and nine months, compared with net losses of $24 million and $37 million in the 1998 periods. The improvement in the quarter reflects lower marketing costs and reduced staff levels. The increase in the net loss in the nine months reflects higher costs associated with global distribution initiatives. Consumer Portfolio Review In the consumer portfolio, credit loss experience is often expressed in terms of annualized net credit losses as a percentage of average loans. Pricing and credit policies reflect the loss experience of each particular product. Consumer loans are generally written off no later than a predetermined number of days past due on a contractual basis, or earlier in the event of bankruptcy. The number of days is set at an appropriate level according to loan product and country. 11

The following table summarizes delinquency and net credit loss experience in both the managed and on-balance sheet loan portfolios in terms of loans 90 days or more past due, net credit losses, and as a percentage of related loans. Consumer Loan Delinquency Amounts, Net Credit Losses, and Ratios <TABLE> <CAPTION> Total Average Loans 90 Days or More Past Due(1) Loans Net Credit Losses(1) ------------------------------------------------------------------------------------------------- In millions of dollars, Sept. 30, Sept. 30, June 30, Sept. 30, 3rd Qtr. 3rd Qtr. 2nd Qtr. 3rd Qtr. except loan amounts in billions 1999 1999 1999 1998 1999 1999 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Citibanking North America $ 7.4 $ 64 $ 92 $ 109 $ 7.5 $ 20 $ 23 $ 27 Ratio 0.87% 1.20% 1.25% 1.03% 1.20% 1.35% Mortgage Banking 27.6 629 575 623 27.1 8 11 17 Ratio 2.28% 2.09% 2.69% 0.12% 0.17% 0.29% U.S. Bankcards 70.1 995 954 939 69.7 773 803 805 Ratio 1.42% 1.36% 1.49% 4.40% 4.63% 5.15% Other Cards 2.3 25 33 34 2.4 24 22 17 Ratio 1.09% 1.31% 1.41% 3.82% 3.17% 2.99% CitiFinancial 14.6 186 172 162 14.0 71 70 71 Ratio 1.27% 1.26% 1.45% 2.00% 2.14% 2.61% Europe, Middle East & Africa 17.5 953 899 955 17.2 69 70 68 Ratio 5.45% 5.46% 5.52% 1.60% 1.71% 1.64% Asia Pacific 24.0 450 509 384 23.7 73 76 57 Ratio 1.87% 2.17% 1.87% 1.23% 1.33% 1.12% Latin America 7.9 325 346 243 7.9 110 124 70 Ratio 4.10% 4.32% 3.05% 5.55% 6.17% 3.48% Global Private Bank (2) 21.1 145 162 195 19.9 2 2 1 Ratio 0.69% 0.88% 1.19% 0.05% 0.05% 0.02% Other 0.9 3 2 1 0.7 1 1 -- ------------------------------------------------------------------------------------------------------------------------------------ Total managed 193.4 3,775 3,744 3,645 190.1 1,151 1,202 1,133 Ratio 1.95% 1.98% 2.13% 2.40% 2.58% 2.68% -----------------------------------================================================================================================= Securitized credit card receivables (48.5) (704) (652) (614) (47.9) (525) (541) (542) Loans held for sale (5.2) (37) (35) (38) (5.2) (27) (29) (34) -----------------------------------================================================================================================= Consumer loans $139.7 $3,034 $3,057 $2,993 $137.0 $ 599 $ 632 $ 557 Ratio 2.17% 2.27% 2.39% 1.73% 1.89% 1.80% ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> (1) The ratios of 90 days or more past due and net credit losses are calculated based on end-of-period and average loans, respectively, both net of unearned income. (2) Global Private Bank results are reported as part of the Global Investment Management and Private Banking segment. -------------------------------------------------------------------------------- Consumer Loan Balances, Net of Unearned Income <TABLE> <CAPTION> End of Period Average -------------------------------- ------------------------------ Sept. 30, June 30, Sept. 30, 3rd Qtr. 2nd Qtr. 3rd Qtr. In billions of dollars 1999 1999 1998 1999 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total managed $193.4 $188.3 $170.9 $190.1 $186.0 $167.9 Securitized credit card receivables (48.5) (47.4) (40.6) (47.9) (46.7) (40.2) Loans held for sale (5.2) (6.5) (5.2) (5.2) (6.2) (5.2) -------------------------------- ------------------------------ Consumer loans $139.7 $134.4 $125.1 $137.0 $133.1 $122.5 -----------------------------------------------------------========================================================================= </TABLE> Total delinquencies 90 days or more past due in the managed portfolio were $3.8 billion with a related delinquency ratio of 1.95% at September 30, 1999, compared with $3.7 billion or 1.98% at June 30, 1999 and $3.6 billion or 2.13% at September 30, 1998. Total managed net credit losses in the 1999 third quarter were $1.2 billion and the related loss ratio was 2.40%, compared with $1.2 billion and 2.58% in the 1999 second quarter and $1.1 billion and 2.68% in the 1998 third quarter. For a discussion on trends by business, see business discussions on pages 4-11. The portion of Citicorp's allowance for credit losses attributed to the consumer portfolio was $3.4 billion at September 30, 1999, compared with $3.4 billion at June 30, 1999 and $3.3 billion at September 30, 1998. The allowance as a percentage of loans on the balance sheet was 2.47% at September 30, 1999, compared with 2.55% at June 30, 1999 and 2.62% at September 30, 1998. The attribution of the allowance is made for analytical purposes only and may change from time to time. Net credit losses, delinquencies and the related ratios may increase from the 1999 third quarter as a result of global economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors. This statement is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 18. 12

GLOBAL CORPORATE BANK <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $2,036 $1,550 31 $6,365 $5,623 13 Adjusted operating expenses (1) 1,262 1,321 (4) 3,817 3,868 (1) Provision for credit losses 37 232 (84) 258 325 (21) ------------------------------- ------------------------------- Core income (loss) before taxes (benefits) 737 (3) NM 2,290 1,430 60 Income taxes (benefits) 276 (1) NM 855 531 61 ------------------------------- ------------------------------- Core income (loss) 461 (2) NM 1,435 899 60 Restructuring-related items, after-tax 18 -- NM 25 -- NM ------------------------------- ------------------------------- Net income (loss) $ 443 ($ 2) NM $1,410 $ 899 57 ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Global Corporate Bank provides corporations, governments, institutions, and investors in 100 countries with a broad range of financial products and services. The Global Corporate Bank experienced a rebound from the loss in the 1998 period that resulted from severe global economic turmoil. Global Corporate Bank core income was $461 million and $1.435 billion in the 1999 third quarter and nine months, up $463 million and $536 million from the comparable 1998 periods. The 1999 quarter and nine month increases reflect core income growth of $301 million and $414 million in Emerging Markets and $162 million and $122 million in Global Relationship Banking ("GRB"). Excluding the effect of the 1998 severe market conditions, core income growth was due to the following reasons in the respective businesses. Emerging Markets core income growth was driven by increased revenues in loans, trade finance, and structured products along with improved credit. GRB's core income growth was primarily a result of lower expenses. Net income of $443 million and $1.410 billion in the 1999 third quarter and nine months included restructuring-related items of $18 million ($29 million pretax) and $25 million ($40 million pretax). The businesses of Global Corporate Bank are significantly affected by the levels of activity in the global capital markets which, in turn, are influenced by macroeconomic events, political policies, year 2000 potential impact on capital markets, and other factors in the 100 countries in which the businesses operate. Global economic events can have both positive and negative effects on the revenue performance of the businesses and can negatively affect credit performance. In particular, levels of foreign exchange and trading revenues, securities transactions, and net asset gains may fluctuate in the future as a result of market and asset-specific factors. Losses on commercial lending activities and the level of cash-basis loans can vary widely with respect to timing and amount, particularly within any narrowly defined business or loan type, or due to global economic developments. This paragraph contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 18. Emerging Markets <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $1,051 $723 45 $3,282 $2,656 24 Adjusted operating expenses (1) 522 515 1 1,539 1,500 3 Provision for credit losses 32 198 (84) 257 339 (24) ------------------------------- ------------------------------- Core income before taxes 497 10 NM 1,486 817 82 Income taxes 189 3 NM 561 306 83 ------------------------------- ------------------------------- Core income 308 7 NM 925 511 81 Restructuring-related items, after-tax 8 -- NM 10 -- NM ------------------------------- ------------------------------- Net income $ 300 $ 7 NM $ 915 $ 511 79 ------------------------------------------========================================================================================== Average assets (in billions of dollars) $ 82 $ 78 5 $ 82 $ 76 8 Return on assets 1.45% 0.04% 1.49% 0.90% ------------------------------------------========================================================================================== Excluding restructuring-related items Return on assets 1.49% 0.04% 1.51% 0.90% ------------------------------------------========================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Emerging Markets core income was $308 million and $925 million in the 1999 third quarter and nine months, up $301 million and $414 million from 1998. Included in the 1998 periods are losses of $194 million attributable to the financial market turmoil in Russia. Excluding the Russia related losses, core income was up $107 million or 53% in the quarter and $220 million or 31% in the nine months as revenue growth was combined with an improved credit outlook which resulted in a lower provision for credit losses. Net 13

income of $300 million and $915 million in the 1999 quarter and nine months included restructuring-related items of $8 million ($14 million pretax) and $10 million ($17 million pretax). Revenues, net of interest expense, were $1.051 billion and $3.282 billion in the 1999 third quarter and nine months, up $328 million or 45% and $626 million or 24%, respectively, from 1998. Excluding Russia related losses, revenue was up $123 million or 13% in the quarter and $421 million or 15% in the nine months. The quarterly and nine month comparisons reflect strong revenue growth in loans, trade finance, and structured products revenues across all regions. Revenue attributed to the Embedded Bank and Emerging Local Corporate strategies (Citicorp's plans to gain market share in selected emerging market countries), together with new franchises, accounted for 7% of the Emerging Markets business revenue in both the 1999 third quarter and nine months, and was up 16% and 36% in the quarterly and nine month comparisons. About 27% of the revenue in the Emerging Markets business in the 1999 third quarter and nine months was attributable to business from multinational companies managed jointly with GRB, with that revenue having grown 8% and 18% in the quarterly and nine month comparisons. Adjusted operating expenses were well controlled with a 1% and 3% increase in the quarterly and nine month comparisons. For both 1999 periods, investment spending to gain market share in selected emerging market countries was essentially funded by savings from the 1997 and 1998 restructuring actions and other expense savings initiatives. The provision for credit losses totaled $32 million in the quarter and $257 million in the nine months, down $166 million and $82 million, respectively, from the 1998 periods. Excluding Russia related write-offs, the provision was down $70 million compared to the 1998 quarter, as an improved credit outlook resulted in a lower provision for credit losses. Net write-offs in the 1999 third quarter were at their lowest level in the past five quarters. Cash-basis loans were $1.154 billion at September 30, 1999, reflecting a decrease of $43 million from June 30, 1999, principally due to decreases in Asia. Compared to a year ago, cash-basis loans increased $172 million due to increases in Latin America and CEEMEA (Central and Eastern Europe, Middle East and Africa), partially offset by reductions in Asia. See the tables entitled "Cash-Basis, Renegotiated, and Past Due Loans" on page 36. While economic conditions can be volatile in any country or group of countries, Citicorp does not expect significant quarter-to-quarter increases in Emerging Markets net credit losses or cash-basis loans during the remainder of 1999. This statement is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 18. Average assets of $82 billion in the 1999 third quarter and nine months reflected growth of $4 billion and $6 billion, respectively. This growth was primarily driven by higher loans and trading assets. Global Relationship Banking <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $985 $827 19 $3,083 $2,967 4 Adjusted operating expenses (1) 740 806 (8) 2,278 2,368 (4) Provision (benefit) for credit losses 5 34 (85) 1 (14) 107 ------------------------------- ------------------------------- Core income (loss) before taxes 240 (13) NM 804 613 31 Income taxes (benefits) 87 (4) NM 294 225 31 ------------------------------- ------------------------------- Core income (loss) 153 (9) NM 510 388 31 Restructuring-related items, after-tax 10 -- NM 15 -- NM ------------------------------- ------------------------------- Net income (loss) $143 ($ 9) NM $ 495 $ 388 28 ------------------------------------------========================================================================================== Average assets (in billions of dollars) $ 75 $ 93 (19) $ 81 $ 91 (11) Return on assets 0.76% NM 0.82% 0.57% ------------------------------------------========================================================================================== Excluding restructuring-related items Return on assets 0.81% NM 0.84% 0.57% ------------------------------------------========================================================================================== </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Core income from Global Relationship Banking in North America, Europe and Japan was $153 million and $510 million in the 1999 third quarter and nine months. Included in the 1998 periods are losses of $143 million attributable to global economic turmoil, consisting of the $97 million impact from a writedown of fixed income inventories and $46 million related to Russia. The 1998 second quarter included $104 million related to the disposition of real estate investments and a related real estate recovery. Excluding these items, GRB core income grew $19 million or 14% in the third quarter of 1999 and $83 million or 19% in the nine month comparison. Net income of $143 million in the 1999 quarter and $495 million in the related nine months included restructuring-related items of $10 million ($15 million pretax) and $15 million ($23 million pretax), respectively. 14

Revenues, net of interest expense, of $985 million increased $158 million or 19% in the 1999 third quarter. Excluding the effect of the 1998 global economic turmoil, revenues were essentially flat as growth in global equities was offset by reductions in loan portfolio revenues. Revenues grew 3% in the nine month comparison, excluding the effect of 1998 global economic turmoil and real estate gains, primarily due to increases in structured products revenues, global equities, and transaction services, partially offset by a decline in loan portfolio revenues. Adjusted operating expenses were $740 million and $2.278 billion in the 1999 third quarter and nine months, down $66 million or 8% and $90 million or 4%, respectively, from the 1998 periods. The decrease in expenses was due to lower EMU and Year 2000 expenses, restructuring actions and business integration initiatives with Salomon Smith Barney, an affiliate. The provision (benefit) for credit losses declined $29 million in the quarter reflecting $53 million of Russia related write-offs in the prior year quarter. Net recoveries in the 1998 nine months were primarily the result of real estate recoveries partially offset by Russia related write-offs. Cash-basis loans were $302 million at September 30, 1999, reflecting increases of $23 million from June 30, 1999 and $16 million from September 30, 1998. The Other Real Estate Owned portfolio was $178 million at September 30, 1999 and June 30, 1999, a decline of $141 million from September 30, 1998, due to a decrease in North America Real Estate. See the tables entitled "Cash-Basis, Renegotiated, and Past Due Loans" and "Other Real Estate Owned and Assets Pending Disposition" on page 36. Average assets of $75 billion in the 1999 third quarter declined $18 billion from 1998, while the 1999 nine month average of $81 billion declined $10 billion. These declines primarily reflect the transfer of certain fixed income businesses to Salomon Smith Barney and lower trading assets. GLOBAL INVESTMENT MANAGEMENT and PRIVATE BANKING <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $379 $366 4 $1,130 $1,090 4 Total operating expenses 275 265 4 804 774 4 Provision (benefit) for credit losses 2 1 100 12 (6) 300 ------------------------------- ------------------------------- Income before taxes 102 100 2 314 322 (2) Income taxes 37 38 (3) 116 122 (5) ------------------------------- ------------------------------- Net income $ 65 $ 62 5 $ 198 $ 200 (1) ------------------------------------------========================================================================================== Assets under management (in billions of dollars) $242 $197 23 $ 242 $ 197 23 ------------------------------------------========================================================================================== </TABLE> (1) Private Banking results were previously reported as part of the Global Consumer business. All periods have been restated to reflect this reorganization. -------------------------------------------------------------------------------- Global Investment Management and Private Banking offers mutual and closed-end funds, separately managed accounts, and personalized wealth management services to institutional, high net worth, and retail clients from global investment centers around the world through Citibank Asset Management and the Global Private Bank. Net income of $65 million and $198 million in the 1999 third quarter and nine months was up $3 million or 5% and down $2 million or 1% from the 1998 periods, reflecting increased revenues derived from a 23% increase in assets under management to $242 billion. Expenses remained controlled even though investments were made in technology, and research and quantitative functional analysis. The provision for credit losses, although up from the prior year periods, remained nominal. Asset Management <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $ 77 $ 82 (6) $258 $261 (1) Total operating expenses 92 87 6 269 243 11 ------------------------------- ------------------------------- Income (loss) before taxes (15) (5) 200 (11) 18 (161) Income taxes (benefits) (7) (1) 600 (6) 7 (186) ------------------------------- ------------------------------- Net income (loss) ($ 8) ($ 4) 100 ($ 5) $ 11 (145) ------------------------------------------========================================================================================== Assets under management (in billions of dollars) (1) $150 $124 21 $150 $124 21 ------------------------------------------========================================================================================== </TABLE> (1) Includes $36 billion and $32 billion in the 1999 and 1998 third quarters, respectively, for Global Private Bank clients. -------------------------------------------------------------------------------- 15

Citibank Asset Management offers institutional, high net worth, and retail clients a broad range of investment disciplines from global investment centers around the world. Products and services offered include mutual funds, closed-end funds, and separately managed accounts. Asset Management's net loss of $8 million in the 1999 third quarter compared to a net loss of $4 million in the 1998 third quarter, reflecting lower revenues and increased expenses from continued investments in the business' infrastructure. In the 1999 nine months the net loss of $5 million compared to net income of $11 million in 1998. Assets under management rose 21% from the 1998 third quarter to $150 billion, as growth continued across all product categories. Managed account assets grew $13 billion, up 22% from the 1998 third quarter. Money fund and long-term mutual fund assets grew by 38% and 13%, respectively. Contributing to the growth in the third quarter was cross selling efforts through Global Relationship Banking. Revenues, net of interest expense, decreased $5 million or 6% to $77 million in the third quarter and decreased $3 million or 1% to $258 million year-to-date compared to the prior year. The decrease in the quarter was principally due to lower performance fee revenues. Additionally, the growth rate of advisory fees did not keep pace with the growth rate of assets under management due to a change in the mix of assets to lower yielding products, such as corporate liquidity. Year-to-date revenue growth did not keep pace with assets under management growth due to the change in the mix of assets to lower yielding products, lower performance fees, and the impact of exchange rates in Brazil and Japan. Compared to the prior year, operating expenses increased $5 million or 6% to $92 million in the quarter, and increased $26 million or 11% to $269 million year-to-date. These increases primarily reflected efforts to build Asset Management's investment research and quantitative analysis capabilities. Global Private Bank <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $302 $284 6 $872 $829 5 Total operating expenses 183 178 3 535 531 1 Provision (benefit) for credit losses 2 1 100 12 (6) 300 ------------------------------- ------------------------------- Income before taxes 117 105 11 325 304 7 Income taxes 44 39 13 122 115 6 ------------------------------- ------------------------------- Net income $ 73 $ 66 11 $203 $189 7 ------------------------------------------========================================================================================== Average assets (in billions of dollars) $ 21 $ 17 24 $ 19 $ 16 19 Return on assets 1.38% 1.54% 1.43% 1.58% ------------------------------------------========================================================================================== Assets under management (in billions of dollars) 128 105 22 128 105 22 ------------------------------------------========================================================================================== </TABLE> Global Private Bank -- which provides personalized wealth management services for high net worth clients around the world -- reported net income of $73 million and $203 million in the 1999 third quarter and nine months, up $7 million or 11% and $14 million or 7% from the 1998 periods, primarily reflecting revenue growth. Client business volumes under management were $128 billion at September 30, 1999, up from $105 billion a year ago, primarily reflecting growth in custody accounts and lending. Total revenues, net of interest expense, were $302 million and $872 million in the quarter and nine months, up $18 million or 6% and $43 million or 5% from 1998. The increases reflected growth in net interest income, and placement and performance fee revenue, partially offset by reduced customer-based trading-related revenue. Strong U.S.-based customer revenue growth was partially offset by low growth in the international markets. Total operating expenses of $183 million in the quarter and $535 million in the nine months were up $5 million or 3% from the year-ago quarter, and were up $4 million or 1% year-to-date, as a 9% reduction in staffing levels was offset by higher incentive compensation and technology expenses. The provision for credit losses was $2 million and $12 million for the 1999 quarter and nine months, compared with a $1 million provision in the 1998 third quarter, and a benefit of $6 million in the nine months. The year-to-date change was driven by the substantial reduction in prior year U.S. credit recoveries. Loans 90 days or more past due also continued to remain low at $145 million or 0.69% of loans at September 30, 1999, compared to $162 million or 0.88% at June 30, 1999 and $195 million or 1.19% at September 30, 1998. 16

CORPORATE/OTHER <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $ 52 $ 7 643 $ 186 ($ 61) 405 Adjusted operating expenses (1) 180 82 120 450 269 67 ------------------------------- ------------------------------- Core loss before tax benefits (128) (75) 71 (264) (330) (20) Income tax benefits (44) (34) 29 (93) (111) (16) ------------------------------- ------------------------------- Core loss (84) (41) 105 (171) (219) (22) Restructuring-related items, after-tax (2) -- NM 14 -- NM ------------------------------- ------------------------------- Net loss ($82) ($41) 100 ($185) ($219) (16) ------------------------------------------========================================================================================= </TABLE> (1) Excludes restructuring-related items. NM Not meaningful -------------------------------------------------------------------------------- Corporate/Other includes certain net treasury results, and corporate staff and other corporate expenses. Total revenues of $52 million and $186 million in the 1999 third quarter and nine months increased $45 million and $247 million respectively from 1998, primarily reflecting lower funding costs. Adjusted operating expenses of $180 million and $450 million in the 1999 third quarter and nine months, up from $82 million and $269 million in the respective prior year periods, reflect increases in certain technology expenses, partially offset by lower corporate staff expenses as a result of reduced levels of headcount in the 1999 periods. Performance options granted in 1998 to a group of key Citicorp employees will vest when the daily average of the high and low trading prices of Citigroup common stock on the New York Stock Exchange reaches $53.33 for 10 out of 30 consecutive trading days. Through November 11, 1999, the performance target has been met for 8 out of 11 consecutive trading days. As a result, in the 1999 fourth quarter there may be additional compensation expense of $41 million ($26 million after-tax) recorded over the amount that would otherwise have been recognized. Compensation expense associated with performance options is recognized over the period to the estimated vesting date and in full for options that have vested. INVESTMENT ACTIVITIES <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- % ------------------------------- % In millions of dollars 1999 1998 Change 1999 1998 Change ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Total revenues, net of interest expense $303 $124 144 $659 $1,046 (37) Total operating expenses 16 11 45 46 35 31 Benefit for credit losses -- -- -- -- (10) NM ------------------------------- ------------------------------- Income before taxes 287 113 154 613 1,021 (40) Income taxes 99 38 161 213 342 (38) ------------------------------- ------------------------------- Net income $188 $ 75 151 $400 $ 679 (41) ------------------------------------------========================================================================================== </TABLE> Investment Activities comprises venture capital activities and certain corporate investments, and the results of certain investments in countries that refinanced debt under the 1989 Brady Plan or plans of a similar nature. Investment Activities net income of $188 million and $400 million for the 1999 third quarter and nine months was up $113 million or 151% from the 1998 third quarter, but was down $279 million or 41% from the 1998 year-to-date period. Revenues, net of interest expense, of $303 million for the 1999 quarter increased $179 million or 144% from the 1998 quarter primarily reflecting a $370 million increase in venture capital revenues, resulting mostly from IPO activity, partially offset by a decrease in net asset gains reflecting the 1998 sale of a portion of an investment in Latin America. The 1998 period also included a $50 million investment writedown in Latin America. For the nine month period, revenues of $659 million decreased $387 million or 37% from the same period in 1998, reflecting a $519 million decrease in securities transactions and net asset gains, partially offset by a $268 million increase in venture capital revenues. The decrease in securities transactions resulted primarily from lower revenues from sales of Brazilian Brady Bonds and the decline in net asset gains resulted from the 1998 sale of a portion of an investment in Latin America. Investment Activities results may fluctuate in the future due to 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 18. YEAR 2000 The arrival of the year 2000 poses a unique worldwide challenge to the ability of time sensitive computer systems to recognize the date change from December 31, 1999 to January 1, 2000. Citicorp has assessed and modified its computer systems and business 17

processes to provide for their continued functionality and is also completing assessing the readiness of third parties with which it interfaces. Citicorp is highly dependent on computer systems and system applications for conducting its ongoing business functions. The inability of systems to recognize properly the year 2000 could result in major systems failure or miscalculations that would disrupt Citicorp's ability to meet its customer and other obligations on a timely basis, and Citicorp has engaged in a worldwide process of identifying, assessing, and modifying its computer programs to address this issue. As part of and following achievement of year 2000 compliance, systems are subjected to a process that validates the modified programs before they can be used in production. The pretax cost associated with the required modifications and conversions is expected to total approximately $720 million through 1999. This cost is being funded from a combination of a reprioritization of technology development initiatives and incremental costs and is being expensed as incurred. Of the total, approximately $670 million has been incurred to date, including approximately $180 million in the first nine months of 1999, of which approximately $50 million was incurred in the third quarter. Substantially all of the required modification and internal testing work has been completed, including modification and testing of all critical systems. In addition, Citicorp's year 2000 program encompasses a range of other matters, including business applications to be sunset (that is, removed from use in favor of replacement applications), end-user computing applications, networks, data centers, desktops, facilities, business processes, and external providers. Substantially all of the investigation and necessary remediation of these matters has been completed, and substantially all are considered compliant. Citicorp is addressing year 2000 issues that may exist with other significant third parties with which it interfaces, including customers and counterparties, the global financial market infrastructure including payment and clearing systems, and the utility infrastructure on which all corporations rely. Unreadiness by these third parties would expose Citicorp to the potential for loss, impairment of business processes and activities, and disruption of financial markets. Citicorp is addressing these risks worldwide through bilateral and multiparty efforts and participation in industry, country, and global initiatives. While significant third parties are generally engaged in efforts intended to address and resolve their year 2000 issues on a timely basis, it is possible that a series of failures by third parties could have a material adverse effect on Citicorp's results of operations in future periods. Citicorp has created contingency plans intended to address perceived risks associated with its year 2000 effort. These include business resumption contingency plans to address the possibility of systems failure and market resumption contingency plans to address the possibility of failure of systems or processes outside Citicorp's control. Plans have been validated, and Citicorp will continue to review and refine plans throughout the balance of the year. Citicorp has also developed plans for the management of the century date change weekend and has identified a global network of command centers. A series of dress rehearsals for the century date change weekend is under way with the objective of testing global readiness. Notwithstanding these activities, the failure of efforts to address in a timely manner the year 2000 problem could have a material adverse effect on the Company's results of operations in future periods. The Company's expectations with respect to remediation of and claims from customers with respect to year 2000 issues constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" below. FORWARD-LOOKING STATEMENTS Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Company's actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could". These forward-looking statements involve risks and uncertainties including, but not limited to: global economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions, including the performance of global financial markets, risks associated with fluctuating levels of foreign exchange and trading revenues, securities transactions, net asset gains, and losses on commercial lending activities, particularly in Emerging Markets; results of various Investment Activities; and the actual cost of year 2000-related remediation and claims, if any. 18

MANAGING GLOBAL RISK The Market Risk Management Process Market risk encompasses liquidity risk and price risk, both of which arise in the normal course of business of a global financial intermediary. Liquidity risk is the risk that some entity, in some location and in some currency, may be unable to meet a financial commitment to a customer, creditor, or investor when due. Price risk is the risk to earnings that arises from changes in interest rates, foreign exchange rates, equity and commodity prices, and in their implied volatilities. Citicorp's business and corporate oversight groups have well-defined market risk management responsibilities. Within each business, a process is in place to control market risk exposure. The risk management process includes the establishment of appropriate market controls, policies and procedures, appropriate senior management risk oversight with thorough risk analysis and reporting, and independent risk management with capabilities to evaluate and monitor risk limits. The risk management process is described in detail in the 1998 Form 10-K. Across Citicorp, price risk is measured using various tools, including Earnings-at-Risk ("EAR") and sensitivity analysis, which are applied to interest rate risk in the non-trading portfolios, and Value-at-Risk ("VAR"), stress and scenario analysis, which are applied to the trading portfolios. Non-Trading Portfolios Business units manage the potential earnings effect of interest rate movements by managing the asset and liability mix, either directly or with derivative financial products. These include interest rate swaps and other derivative instruments which are either designated and effective as hedges or designated and effective in modifying the interest rate characteristics of specified assets or liabilities. The utilization of derivatives is managed in response to changes in market conditions as well as to changes in the characteristics and mix of the related assets and liabilities. Earnings-at-Risk measures the discounted pretax earnings impact over a specified time horizon of a specified shift in the interest rate yield curve for the appropriate currency. The yield curve shift assumes a two standard deviation change in a short-term interest rate over the period required to defease the position (usually four weeks). Earnings-at-Risk is calculated separately for each currency and reflects the repricing gaps in the position, as well as option positions, both explicit and embedded. Citicorp's primary non-trading price risk exposure is to movements in U.S. dollar interest rates. As of September 30, 1999, the rate shift over a four-week defeasance period applied to the U.S. dollar yield curve for purposes of calculating Earnings-at-Risk was 45 basis points. Citicorp also has Earnings-at-Risk in various other currencies; however, there are no significant risk concentrations in any individual non-U.S. dollar currency. As of September 30, 1999, the rate shifts applied to these currencies for purposes of calculating Earnings-at-Risk ranged from 25 to 1,781 basis points, over a four-week defeasance period. The following table illustrates that, as of September 30, 1999, a 45 basis point increase in the U.S. dollar yield curve would have a potential negative impact on Citicorp's pretax earnings of approximately $151 million in the next twelve months, and approximately $127 million for the total five-year period 1999-2004. A two standard deviation increase in non-U.S. dollar interest rates would have a potential negative impact on Citicorp's pretax earnings of approximately $98 million in the next twelve months, and approximately $232 million for the five-year period 1999-2004. Citicorp Earnings-at-Risk (impact on pretax earnings) <TABLE> <CAPTION> Assuming a U.S. Assuming a Non-U.S. Dollar Rate Move of Dollar Rate Move of (1) ------------------------------------------------------------------- Two Standard Deviations Two Standard Deviations (2) ------------------------------------------------------------------- In millions of dollars at September 30, 1999 Increase Decrease Increase Decrease ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Overnight to three months ($ 72) $ 77 ($ 14) $ 14 Four to six months (35) 42 (24) 25 Seven to twelve months (44) 46 (60) 60 ------------------------------------------------------------------- Total overnight to twelve months (151) 165 (98) 99 ----------------------------------------------------------------=================================================================== Year two (49) 46 (115) 115 Year three (5) (1) (28) 28 Year four 28 (33) (7) 8 Year five 62 (71) (3) 4 Effect of discounting (12) 16 19 (19) ------------------------------------------------------------------- Total ($127) $ 122 ($232) $235 ----------------------------------------------------------------=================================================================== </TABLE> (1) Primarily results from Earnings-at-Risk in Singapore dollar, Hong Kong dollar, Korea won, and Thai baht. (2) Total assumes a two standard deviation increase or decrease for every currency, not taking into account any covariance among currencies. -------------------------------------------------------------------------------- 19

The table above also illustrates that Citicorp's risk profile in the one- to three-year time horizon for U.S. dollars is directionally similar, but generally tends to reverse in subsequent periods. This reflects the fact that the majority of the derivative instruments utilized to modify repricing characteristics as described above will mature within three years. The following table summarizes Citicorp's worldwide Earnings-at-Risk over the next 12 months from changes in interest rates, and illustrates that Citicorp's pretax earnings in its non-trading activities over the next 12 months would be reduced by an increase in interest rates and would benefit from a decrease in interest rates. Citicorp Twelve Month Earnings-at-Risk (impact on pretax earnings) <TABLE> <CAPTION> U.S. Dollar Non-U.S. Dollar ----------------------------------------------------------------------------------- Sept. 30, Dec. 31, Sept. 30, Sept. 30, Dec. 31, Sept. 30, In millions of dollars 1999 1998 1998 1999 1998 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Assuming a two standard deviation rate Increase ($151) ($148) ($159) ($98) ($93) ($72) Decrease 165 156 180 99 93 72 -------------------------------------------------=================================================================================== </TABLE> Interest rate swaps and similar instruments effectively modify the repricing characteristics of certain consumer and commercial loan portfolios, deposits, and long-term debt. Excluding the effects of these instruments, Citicorp's Earnings-at-Risk over the next twelve months in its non-trading activities would be as follows: Citicorp Twelve Month Earnings-at-Risk (excluding effect of derivatives) <TABLE> <CAPTION> U.S. Dollar Non-U.S. Dollar ----------------------------------------------------------------------------------- Sept. 30, Dec. 31, Sept. 30, Sept. 30, Dec. 31, Sept. 30, In millions of dollars 1999 1998 1998 1999 1998 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Assuming a two standard deviation rate Increase ($19) $10 $20 ($130) ($94) ($77) Decrease 33 (3) (9) 130 94 77 -------------------------------------------------=================================================================================== </TABLE> During the nine months of 1999, Citicorp's U.S. dollar Earnings-at-Risk for the following 12 months assuming a two standard deviation increase in rates would have had a potential negative impact ranging from approximately $73 million to $151 million in the aggregate at each month end of 1999, compared with a range from $65 million to $173 million at each month end during 1998. The relatively lower U.S. dollar Earnings-at-Risk experienced during the first nine months of 1999 was primarily due to the reduction in the level of receive fixed swaps. A two standard deviation increase in non-U.S. dollar interest rates for the following twelve months would have had a potential negative impact ranging from approximately $95 million to $123 million in the aggregate at each month end during the nine months of 1999, compared with a range from $53 million to $98 million during 1998. The higher non-U.S. dollar Earnings-at-Risk experienced during the 1999 nine months primarily reflected the higher interest rate volatility seen across the Asia Pacific region. Trading Portfolios A tool for measuring the price risk of trading activities is Value-at-Risk, which estimates the potential pretax loss in market value that could occur over a one-day holding period at a 99% confidence level. The Value-at-Risk method incorporates the market factors to which the value of the trading position is exposed in each market (interest rates, foreign exchange rates, equity and commodity prices), the sensitivity of the position to changes in those market factors, and the volatilities and correlation of those factors. The Value-at-Risk measurement includes the foreign exchange risks that arise in traditional banking businesses as well as in explicit trading positions. The level of exposure taken depends on the market environment and expectations of future market movements, and will vary from period to period. For Citicorp's major trading centers, the aggregate pretax Value-at-Risk in the trading portfolios was $20 million at September 30, 1999. Daily exposures averaged $17 million in the 1999 third quarter and ranged from $14 million to $21 million. 20

The following table summarizes Citicorp's Value-at-Risk in its trading portfolios as of September 30, 1999 and December 31, 1998 along with the 1999 third quarter average. <TABLE> <CAPTION> 1999 Sept. 30, Third Quarter Dec. 31, In millions of dollars 1999 Average 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Interest rate $14 $12 $13 Foreign exchange 9 7 7 Equity 12 10 5 All other (primarily commodity) 2 1 1 Covariance adjustment (17) (13) (11) ----------------------------------------------------- Total $20 $17 $15 -------------------------------------------------------------------------------===================================================== </TABLE> The table below provides the distribution of Value-at-Risk during the third quarter of 1999. <TABLE> <CAPTION> In millions of dollars Low High ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Interest rate $9 $14 Foreign exchange 5 13 Equity 6 16 All other (primarily commodity) 1 3 -------------------------------------------------------------------------------------------------=================================== </TABLE> Management of Cross-Border Risk Cross-border risk is the risk that Citicorp will be unable to obtain payment from customers on their contractual obligations as a result of actions taken by foreign governments such as exchange controls, debt moratoria and restrictions on the remittance of funds. Citicorp manages cross-border risk as part of the Windows on Risk process described in the 1998 Form 10-K. The following table presents total cross-border outstandings and commitments on a regulatory basis in accordance with Federal Financial Institutions Examination Council (FFIEC) guidelines. Total cross-border outstandings include cross-border claims on third parties as well as investments in and funding of local franchises, as described in the 1998 Form 10-K. Countries with outstandings greater than 0.75% of Citicorp assets at September 30, 1999 and December 31, 1998 include: <TABLE> <CAPTION> September 30, 1999 December 31, 1998 ---------------------------------------------------------------------- ------------------ Cross-Border Claims on Third Parties ---------------------------------------- Total Total Trading Investments Cross- Cross- and in and Border Border Short- Funding Out- Out- Term of Local stand Commit- stand- Commit- In billions of dollars at period ended Banks Public Private Total Claims(1) Franchises ings ments(2) ings ments(2) ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Germany $1.8 $1.4 $1.7 $4.9 $4.5 $3.4 $8.3 $1.9 $7.4 $1.4 United Kingdom 1.2 -- 3.2 4.4 3.6 -- 4.4 10.3 4.4 8.9 Brazil 0.3 0.7 1.4 2.4 1.1 1.4 3.8 -- 3.6 0.1 France 1.9 0.4 1.3 3.6 3.3 0.2 3.8 2.1 4.6 1.1 Mexico -- 1.6 1.5 3.1 1.7 0.6 3.7 0.2 3.4 0.2 South Korea 0.6 0.2 0.5 1.3 1.1 1.7 3.0 0.4 2.1 0.4 Italy 0.7 1.9 0.4 3.0 2.9 -- 3.0 0.4 3.6 0.3 Netherlands 1.2 0.3 1.4 2.9 2.3 -- 2.9 0.7 2.8 0.8 Switzerland 0.9 -- 1.9 2.8 2.5 -- 2.8 2.0 3.5 1.6 Spain 0.4 -- 0.2 0.6 0.5 1.7 2.3 0.7 2.1 0.4 ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> (1) Included in total cross-border claims on third parties. (2) Commitments (not included in total cross-border outstandings) include legally binding cross-border letters of credit and loan commitments. -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES Citicorp manages liquidity through a well-defined process described in the 1998 Form 10-K. A diversity of funding sources, currencies, and maturities is used to gain a broad access to the investor base. Citicorp's deposits, which represent 67% and 64% of its total funding at September 30, 1999 and December 31, 1998, respectively, are broadly diversified by both geography and customer segments. Stockholder's equity, which grew $162 million during the nine months to $24.8 billion at September 30, 1999, continues to be an important component of the overall funding structure. In addition, long-term debt is issued by Citicorp and its subsidiaries. Total Citicorp long-term debt outstanding at quarter-end was $27.5 billion, up from $26.8 billion at year-end. Asset securitization programs 21

remain an important source of liquidity. Loans securitized during the first nine months included $6.6 billion of U.S. credit cards, $6.7 billion of U.S. consumer mortgages, and $0.3 billion of non-U.S. consumer loans. As credit card securitization transactions amortize, newly originated receivables are recorded on Citicorp's balance sheet and become available for asset securitization. During the nine months, the scheduled amortization of certain credit card securitization transactions made available $3.3 billion of new receivables. In addition, $0.5 billion of credit card securitization transactions are scheduled to amortize during the 1999 fourth quarter. Citicorp is a legal entity separate and distinct from Citibank, N.A. and its other subsidiaries and affiliates. As discussed in the 1998 Form 10-K, there are various legal limitations on the extent to which Citicorp's subsidiaries may extend credit, pay dividends, or otherwise supply funds to Citicorp. As of September 30, 1999, under their applicable dividend limitations, Citicorp's national and state-chartered bank subsidiaries could have declared dividends to their respective parent companies without regulatory approval of approximately $3.8 billion. In determining whether and to what extent to pay dividends, each bank subsidiary must also consider the effect of dividend payments on applicable risk-based capital and leverage ratios requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Consistent with these considerations, Citicorp estimates that, as of September 30, 1999, its bank subsidiaries could have distributed dividends to Citicorp, directly or through their parent holding company, of approximately $3.3 billion of the available $3.8 billion. On August 4, 1999, CCC, an indirect wholly-owned subsidiary of Citigroup, became a subsidiary of Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp. In connection with the restructuring of CCC, Citicorp issued a guarantee of all outstanding long-term debt ($6.1 billion) and commercial paper ($3.8 billion) of CCC. Following the restructuring, CCC ceased issuing commercial paper. In addition, Citicorp guaranteed the obligations of CCC under its committed and available five-year revolving credit facilities under which no borrowings are currently outstanding. Under these facilities, which expire in 2002, CCC can borrow up to $3.4 billion. Citicorp is subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve Board (FRB). These guidelines are used to evaluate capital adequacy based primarily on the perceived credit risk associated with balance sheet assets, as well as certain off-balance sheet exposures such as unused loan commitments, letters of credit, and derivative and foreign exchange contracts. The risk-based capital guidelines are supplemented by a leverage ratio requirement. Citicorp Ratios <TABLE> <CAPTION> Sept. 30, June 30, Dec. 31, 1999 1999 (1) 1998 (1) ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Tier 1 Capital 8.09% 8.78% 8.59% Total Capital (Tier 1 and Tier 2) 12.16 12.53 12.40 Leverage (2) 6.76 7.22 6.88 Common Stockholder's Equity 6.74 7.17 6.94 --------------------------------------------------------------------------------==================================================== </TABLE> (1) Restated to include CitiFinancial Credit Company. (2) Tier 1 capital divided by adjusted average assets. -------------------------------------------------------------------------------- Citicorp maintained a strong capital position during the 1999 third quarter. Total capital (Tier 1 and Tier 2) amounted to $36.2 billion at September 30, 1999, representing 12.16% of net risk adjusted assets. This compares with $36.7 billion and 12.53% at June 30, 1999, and $35.6 billion and 12.40% at December 31, 1998. Tier 1 capital of $24.1 billion at September 30, 1999 represented 8.09% of net risk adjusted assets, compared with $25.8 billion and 8.78% at June 30, 1999 and $24.7 billion and 8.59% at December 31, 1998. The Tier 1 capital ratio at September 30, 1999 was within Citicorp's target range of 8.00% to 8.30%. 22

Components of Capital Under Regulatory Guidelines <TABLE> <CAPTION> Sept. 30, June 30, Dec. 31, In millions of dollars 1999 1999 (1) 1998 (1) ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Tier 1 Capital Common Stockholder's Equity $24,848 $26,200 $24,686 Mandatorily Redeemable Securities of Subsidiary Trusts 975 975 975 Minority Interest 126 121 115 Net Unrealized (Gain) Loss on Securities Available for Sale (2) (81) (90) 20 Less: Intangible Assets (3) (1,771) (1,421) (1,082) 50% Investment in Certain Subsidiaries (4) (21) (21) (20) ---------------------------------------------------- Total Tier 1 Capital 24,076 25,764 24,694 ------------------------------------------------------------------------------------------------------------------------------------ Tier 2 Capital Allowance for Credit Losses (5) 3,757 3,707 3,632 Qualifying Debt (6) 8,215 7,176 7,296 Unrealized Marketable Equity Securities Gains (2) 166 117 29 Less: 50% Investment in Certain Subsidiaries (4) (21) (20) (20) Total Tier 2 Capital 12,117 10,980 10,937 ---------------------------------------------------- Total Capital (Tier 1 and Tier 2) $36,193 $36,744 $35,631 --------------------------------------------------------------------------------==================================================== Net Risk-Adjusted Assets (7) $297,527 $293,353 $287,417 --------------------------------------------------------------------------------==================================================== </TABLE> (1) Restated to include CitiFinancial Credit Company. (2) Tier 1 capital excludes unrealized gains and losses on debt securities available for sale in accordance with regulatory risk-based capital guidelines. The federal bank regulatory agencies permit institutions to include in Tier 2 capital up to 45% of pretax net unrealized holding gains on available for sale equity securities with readily determinable fair values. (3) Includes goodwill and certain other identifiable intangible assets. (4) Represents investment in certain overseas insurance activities and unconsolidated banking and finance subsidiaries. (5) Includable up to 1.25% of risk-adjusted assets. Any excess allowance is deducted from risk-adjusted assets. (6) Includes qualifying senior and subordinated debt in an amount not exceeding 50% of Tier 1 capital, and subordinated capital notes subject to certain limitations. Tier 2 capital at September 30, 1999 includes $1.4 billion of subordinated debt issued to Citigroup (Parent Company), compared to $0.3 billion at June 30, 1999. (7) Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $14.5 billion for interest rate, commodity and equity derivative contracts and foreign exchange contracts, as of September 30, 1999, compared to $13.6 billion as of June 30, 1999 and $16.5 billion as of December 31, 1998. Net risk-adjusted assets also includes the effect of other off-balance sheet exposures such as unused loan commitments and letters of credit and reflects deductions for intangible assets and any excess allowance for credit losses. -------------------------------------------------------------------------------- Common stockholder's equity decreased $1.352 billion during the 1999 third quarter to $24.8 billion at September 30, 1999, representing 6.74% of assets, compared to 7.17% at June 30, 1999 and 6.94% at December 31, 1998. The net decrease in common stockholder's equity during the quarter principally reflected net income of $1.410 billion and a capital contribution from Citigroup (parent company) of $200 million offset by cash dividends declared of $2.975 billion. The decrease in the common stockholder's equity ratio during the quarter reflected the above items, as well as an increase in total assets. The mandatorily redeemable securities of subsidiary trusts (trust securities) outstanding at September 30, 1999 of $975 million qualify as Tier 1 capital and are included in long-term debt on the balance sheet. For the nine months ended September 30 1999, interest expense on the trust securities amounted to $57 million, compared to $49 million for the 1998 nine month period. Citicorp's subsidiary depository institutions are subject to the risk-based capital guidelines issued by their respective primary federal bank regulatory agencies, which are generally similar to the FRB's guidelines. At September 30, 1999 all of Citicorp's subsidiary depository institutions were "well capitalized" under the federal bank regulatory agencies' definitions. Citibank, N.A. Ratios <TABLE> <CAPTION> Sept. 30, June 30, Dec. 31, 1999 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Tier 1 Capital 8.11% 8.50% 8.41% Total Capital (Tier 1 and Tier 2) 12.11 12.57 12.55 Leverage 6.50 6.60 6.32 Common Stockholder's Equity 6.62 6.75 6.56 --------------------------------------------------------------------------------==================================================== </TABLE> Citibank's net income for the third quarter of 1999 amounted to $819 million. During the quarter, Citibank paid a dividend of $1.025 billion to Citicorp (parent company). Citibank had $6.6 billion of subordinated notes outstanding at September 30, 1999, June 30, 1999, and December 31, 1998, that were issued to Citicorp (parent company) and included in Citibank's Tier 2 capital. 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. 23

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Citicorp and Subsidiaries <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------------------------------------- In millions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Interest Revenue Loans, including Fees $5,735 $5,778 $17,099 $16,546 Deposits with Banks 268 263 762 812 Federal Funds Sold and Securities Purchased Under Resale Agreements 79 174 317 603 Securities, including Dividends 877 771 2,872 2,020 Trading Account Assets 143 307 517 887 Loans Held For Sale 148 147 434 393 --------------------------------------------------------------------- 7,250 7,440 22,001 21,261 --------------------------------------------------------------------- Interest Expense Deposits 2,689 2,982 8,121 8,391 Trading Account Liabilities 27 66 65 243 Purchased Funds and Other Borrowings 423 583 1,568 1,597 Long-Term Debt 469 428 1,401 1,296 --------------------------------------------------------------------- 3,608 4,059 11,155 11,527 --------------------------------------------------------------------- Net Interest Revenue 3,642 3,381 10,846 9,734 Provision for Credit Losses 632 821 2,151 2,071 --------------------------------------------------------------------- Net Interest Revenue after Provision for Credit Losses 3,010 2,560 8,695 7,663 --------------------------------------------------------------------- Fees, Commissions, and Other Revenue Fees and Commissions 1,872 1,627 5,426 4,719 Foreign Exchange 358 474 1,214 1,288 Trading Account 252 (159) 694 175 Securities Transactions 28 (56) 202 485 Other Revenue 971 590 2,585 1,925 --------------------------------------------------------------------- 3,481 2,476 10,121 8,592 --------------------------------------------------------------------- Operating Expense Salaries 1,585 1,544 4,687 4,442 Employee Benefits 312 327 952 1,050 --------------------------------------------------------------------- Total Employee 1,897 1,871 5,639 5,492 Net Premises and Equipment 624 560 1,856 1,603 Restructuring - Related Items 52 -- 179 -- Other Expense 1,663 1,627 4,949 4,526 --------------------------------------------------------------------- 4,236 4,058 12,623 11,621 --------------------------------------------------------------------- Income Before Taxes 2,255 978 6,193 4,634 Income Taxes 845 368 2,325 1,736 --------------------------------------------------------------------- Net Income $1,410 $ 610 $ 3,868 $ 2,898 ---------------------------------------------------------------===================================================================== </TABLE> See Notes to Consolidated Financial Statements. 24

CONSOLIDATED BALANCE SHEETS Citicorp and Subsidiaries <TABLE> <CAPTION> September 30, 1999 December 31, In millions of dollars (Unaudited) 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Assets Cash and Due from Banks $ 8,661 $ 9,031 Deposits at Interest with Banks 12,147 11,643 Securities, at Fair Value Available for Sale and Short-term and Other 43,378 41,671 Venture Capital 3,861 3,297 Trading Account Assets 31,086 33,667 Loans Held for Sale 5,171 5,013 Federal Funds Sold and Securities Purchased Under Resale Agreements 4,665 6,888 Loans, Net Consumer 139,687 132,255 Commercial 94,795 88,024 ---------------------------------- Loans, Net of Unearned Income 234,482 220,279 Allowance for Credit Losses (6,706) (6,617) ---------------------------------- Total Loans, Net 227,776 213,662 Customers' Acceptance Liability 1,192 1,280 Premises and Equipment, Net 5,327 5,390 Interest and Fees Receivable 3,637 3,900 Other Assets 21,594 20,492 ---------------------------------- Total Assets $368,495 $355,934 --------------------------------------------------------------------------------------------------================================== Liabilities Non-Interest-Bearing Deposits in U.S. Offices $ 16,756 $ 17,058 Interest-Bearing Deposits in U.S. Offices 45,315 44,169 Non-Interest-Bearing Deposits in Offices Outside the U.S. 11,473 10,856 Interest-Bearing Deposits in Offices Outside the U.S. 173,688 154,052 ---------------------------------- Total Deposits 247,232 226,135 Trading Account Liabilities 24,481 30,171 Purchased Funds and Other Borrowings 21,168 25,495 Acceptances Outstanding 1,228 1,381 Accrued Taxes and Other Expense 7,675 7,250 Other Liabilities 14,410 13,967 Long-Term Debt 27,453 26,849 Stockholder's Equity Common Stock: ($0.01 par value) Issued Shares: 1,000 in each period -- -- Surplus 5,759 5,361 Retained Earnings 19,646 19,928 Accumulated Other Changes in Equity from Nonowner Sources (1) (557) (603) ---------------------------------- Total Stockholder's Equity 24,848 24,686 ---------------------------------- Total Liabilities and Stockholder's Equity $368,495 $355,934 --------------------------------------------------------------------------------------------------================================== </TABLE> (1) Amounts at September 30, 1999 and December 31, 1998 include the after-tax amounts for net unrealized gains (losses) on securities available for sale of $81 million and ($20) million, respectively, and foreign currency translation of ($638) million and ($583) million, respectively. -------------------------------------------------------------------------------- See Notes to Consolidated Financial Statements. 25

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) Citicorp and Subsidiaries <TABLE> <CAPTION> Nine Months Ended September 30, ---------------------------------- In millions of dollars 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Balance at Beginning of Period $24,686 $22,812 Net Income 3,868 2,898 Net Change in Unrealized Gains and Losses on Securities Available for Sale, Net of Tax 101 (755) Foreign Currency Translation Adjustment, Net of Tax (55) (3) ---------------------------------- Total Changes in Equity from Nonowner Sources 3,914 2,140 Redemption of Perpetual Preferred Stock Second Series -- (220) Third Series -- (83) Series 8A -- (62) Series 16 -- (325) Series 17 -- (350) Cash Dividends Declared Common (4,150) (798) Preferred -- (78) Repurchase of Common Shares -- (483) Capital Contribution from Citigroup 321 1 Employee Benefit Plans and Other Activity 77 422 ---------------------------------- Balance at End of Period $24,848 $22,976 --------------------------------------------------------------------------------------------------================================== Summary of Changes in Equity from Nonowner Sources Net Income $3,868 $2,898 Other Changes in Equity from Nonowner Sources 46 (758) ---------------------------------- Total Changes in Equity from Nonowner Sources $3,914 $2,140 --------------------------------------------------------------------------------------------------================================== </TABLE> See Notes to Consolidated Financial Statements. 26

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Citicorp and Subsidiaries <TABLE> <CAPTION> Nine Months Ended September 30, ---------------------------------- In millions of dollars 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Cash Flows from Operating Activities Net Income $ 3,868 $ 2,898 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Provision for Credit Losses 2,151 2,071 Depreciation and Amortization of Premises and Equipment 670 607 Amortization of Goodwill and Acquisition Premium Costs 218 175 Restructuring-Related Items 179 - Venture Capital Activity (564) (686) Net Gain on Sale of Securities (202) (485) Changes in Accruals and Other, Net 2,346 659 Net Increase in Loans Held for Sale (158) (1,670) Net Decrease in Trading Account Assets 2,581 338 Net Decrease in Trading Account Liabilities (5,690) (294) ---------------------------------- Total Adjustments 1,531 715 ---------------------------------- Net Cash Provided by Operating Activities 5,399 3,613 ---------------------------------- Cash Flows from Investing Activities Net Increase in Deposits at Interest with Banks (504) (1,036) Securities -- Available for Sale and Short-Term and Other Purchases (42,267) (44,431) Proceeds from Sales 19,311 18,951 Maturities 20,867 22,403 Net Decrease (Increase) in Federal Funds Sold and Securities Purchased Under Resale Agreements 2,223 (3,179) Net Increase in Loans (93,581) (137,108) Proceeds from Sales of Loans 77,596 124,927 Business Acquisitions (2,150) (3,890) Capital Expenditures on Premises and Equipment (813) (990) Proceeds from Sales of Premises and Equipment, Subsidiaries and Affiliates, and Other Real Estate Owned ("OREO") 288 397 ---------------------------------- Net Cash Used in Investing Activities (19,030) (23,956) ---------------------------------- Cash Flows from Financing Activities Net Increase in Deposits 21,097 23,509 Net Decrease in Federal Funds Purchased and Securities Sold Under Repurchase Agreements (2,921) (556) Net (Decrease) Increase in Commercial Paper and Funds Borrowed (1,309) 63 Proceeds from Issuance of Long-Term Debt 3,382 6,534 Repayment of Long-Term Debt (2,893) (6,379) Redemption of Preferred Stock - (1,040) Proceeds from Issuance of Common Stock - 243 Contribution from Citigroup 321 1 Treasury Stock Repurchases - (483) Dividends Paid (4,150) (884) ---------------------------------- Net Cash Provided by Financing Activities 13,527 21,008 ---------------------------------- Effect of Exchange Rate Changes on Cash and Due from Banks (266) (104) ---------------------------------- Net (Decrease) Increase in Cash and Due from Banks (370) 561 Cash and Due from Banks at Beginning of Period 9,031 8,603 ---------------------------------- Cash and Due from Banks at End of Period $ 8,661 $ 9,164 --------------------------------------------------------------------------------------------------================================== Supplemental Disclosure of Cash Flow Information Cash Paid During the Period for: Interest $10,299 $10,459 Income Taxes 2,040 1,608 Non-Cash Investing Activities: Transfers from loans to OREO $ 202 $ 252 --------------------------------------------------------------------------------------------------================================== </TABLE> See Notes to Consolidated Financial Statements. 27

CONSOLIDATED BALANCE SHEETS Citibank, N.A. and Subsidiaries <TABLE> <CAPTION> September 30, 1999 December 31, In millions of dollars (Unaudited) 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Assets Cash and Due from Banks $ 8,353 $ 8,052 Deposits at Interest with Banks 12,917 15,782 Securities, at Fair Value Available for Sale 35,164 34,519 Venture Capital 3,228 2,811 Trading Account Assets 26,919 31,683 Loans Held for Sale 1,802 1,164 Federal Funds Sold and Securities Purchased Under Resale Agreements 9,122 8,039 Loans Net of Unearned Income 196,175 181,344 Allowance for Credit Losses (4,671) (4,709) ---------------------------------- Loans, Net 191,504 176,635 Customers' Acceptance Liability 1,193 1,281 Premises and Equipment, Net 3,957 4,022 Interest and Fees Receivable 2,801 2,893 Other Assets 15,648 14,014 ---------------------------------- Total Assets $312,608 $300,895 --------------------------------------------------------------------------------------------------================================== Liabilities Non-Interest-Bearing Deposits in U.S. Offices $ 13,269 $ 13,271 Interest-Bearing Deposits in U.S. Offices 28,808 27,239 Non-Interest-Bearing Deposits in Offices Outside the U.S. 11,739 10,731 Interest-Bearing Deposits in Offices Outside the U.S. 171,055 151,687 ---------------------------------- Total Deposits 224,871 202,928 Trading Account Liabilities 23,220 30,753 Purchased Funds and Other Borrowings 17,182 22,096 Acceptances Outstanding 1,228 1,382 Accrued Taxes and Other Expense 4,971 4,572 Other Liabilities 8,887 8,230 Long-Term Debt and Subordinated Notes 11,549 11,202 Stockholder's Equity Capital Stock ($20.00 par value) 751 751 Outstanding Shares: 37,534,553 in each period Surplus 9,681 9,397 Retained Earnings 10,997 10,356 Accumulated Other Changes in Equity from Nonowner Sources (1) (729) (772) ---------------------------------- Total Stockholder's Equity 20,700 19,732 ---------------------------------- Total Liabilities and Stockholder's Equity $312,608 $300,895 --------------------------------------------------------------------------------------------------================================== </TABLE> (1) Amounts at September 30, 1999 and December 31, 1998 include the after-tax amounts for net unrealized gains (losses) on securities available for sale of ($19) million and ($113) million, respectively, and foreign currency translation of ($710) million and ($659) million, respectively. -------------------------------------------------------------------------------- See Notes to Consolidated Financial Statements. 28

CITICORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The accompanying consolidated financial statements as of September 30, 1999 and for the three and nine month periods ended September 30, 1999 and 1998 are unaudited and include the accounts of Citicorp and its subsidiaries (collectively, the "Company"). On August 4, 1999, CitiFinancial Credit Company (formerly Commercial Credit Company) ("CCC"), an indirect wholly-owned subsidiary of Citigroup Inc., was contributed to and became a subsidiary of Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp. The consolidated financial statements give retroactive effect to the contribution as a combination of entities under common control in a transaction accounted for in a manner similar to a pooling of interests. The pooling of interests method of accounting requires the restatement of all periods presented as if Citicorp and CCC had always been combined. Certain reclassifications have been made to conform the accounting policies of Citicorp and CCC. See Note 8. The Company is a wholly-owned subsidiary of Citigroup Inc. In the opinion of management all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Form 10-K for the year ended December 31, 1998. Certain financial information that is normally included in annual financial statements prepared in accordance with generally accepted accounting principles, but is not required for interim reporting purposes, has been condensed or omitted. 2. Business Segment Information The following table presents certain information regarding the Company's industry segments: <TABLE> <CAPTION> Total Revenues, Net of Interest Expense Income Taxes Net Income (Loss)(1) Identifiable Assets ----------------------------------------------------------------------------------- Three Months Ended September 30, In millions of dollars -------------------------------------------------------------- Sept. 30, Dec. 31, except identifiable assets in billions 1999 1998(2) 1999 1998(2) 1999 1998(2) 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Global Consumer (3) $4,353 $3,810 $487 $327 $ 796 $516 $160 $155 Global Corporate Bank (3) 2,036 1,550 265 (1) 443 (2) 169 165 Global Investment Management and Private Banking 379 366 37 38 65 62 23 19 Investment Activities 303 124 99 38 188 75 9 8 Corporate/Other 52 7 (43) (34) (82) (41) 7 9 ----------------------------------------------------------------------------------- Total $7,123 $5,857 $845 $368 $1,410 $610 $368 $356 -------------------------------------------------=================================================================================== </TABLE> <TABLE> <CAPTION> Total Revenues, Net of Interest Expense Income Taxes Net Income (Loss)(1) -------------------------------------------------------------- Nine Months Ended September 30, -------------------------------------------------------------- In millions of dollars 1999 1998(2) 1999 1998(2) 1999 1998(2) ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Global Consumer (3) $12,627 $10,628 $1,257 $ 852 $2,045 $1,339 Global Corporate Bank (3) 6,365 5,623 840 531 1,410 899 Global Investment Management and Private Banking 1,130 1,090 116 122 198 200 Investment Activities (3) 659 1,046 213 342 400 679 Corporate/Other 186 (61) (101) (111) (185) (219) -------------------------------------------------------------- Total $20,967 $18,326 $2,325 $1,736 $3,868 $2,898 ----------------------------------------------------------------------============================================================== </TABLE> (1) For the 1999 third quarter and nine month periods, results reflect after-tax restructuring-related items of $17 million and $73 million in Global Consumer; $18 million and $25 million in Global Corporate Bank; and ($2) million and $14 million in Corporate/Other, respectively. (2) The 1998 results have been restated to reflect changes in capital and tax allocations among the segments to conform the policies of Citicorp and Travelers Group Inc. (3) Includes provision for credit losses in the Global Consumer results of $593 million and $593 million, and in the Global Corporate Bank results of $37 million and $232 million for the third quarters of 1999 and 1998, respectively. Includes provision for credit losses in the Global Consumer results of $1.881 billion and $1.768 billion, and in the Global Corporate Bank results of $258 million and $325 million for the nine months of 1999 and 1998, respectively. Investment Activities results include a benefit for credit losses of $10 million in the 1998 nine months. -------------------------------------------------------------------------------- 29

3. Securities <TABLE> <CAPTION> September 30, December 31, In millions of dollars 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Securities Available for Sale, at Fair Value $43,162 $41,571 Short-term and Other 216 100 ---------------------------------- Available for Sale and Short-term and Other 43,378 41,671 Venture Capital, at Fair Value (1) 3,861 3,297 ---------------------------------- $47,239 $44,968 --------------------------------------------------------------------------------------------------================================== </TABLE> (1) For the nine months ended September 30, 1999, net gains on investments held by venture capital subsidiaries totaled $672 million, of which $835 million and $483 million represented gross unrealized gains and losses, respectively. For the nine months ended September 30, 1998, net gains on investments held by venture capital subsidiaries totaled $404 million, of which $584 million and $285 million represented gross unrealized gains and losses, respectively. -------------------------------------------------------------------------------- <TABLE> <CAPTION> September 30, 1999 December 31, 1998(1) ----------------------------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Amortized In millions of dollars Cost Gains Losses Fair Value Cost Fair Value ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Securities Available for Sale U.S. Treasury and Federal Agency $ 7,648 $ 31 $161 $ 7,518 $ 5,136 $ 5,212 State and Municipal 3,337 172 126 3,383 3,361 3,384 Foreign Government 22,804 356 395 22,765 24,945 24,681 U.S. Corporate 2,891 88 151 2,828 2,633 2,696 Other Debt Securities 3,064 36 23 3,077 2,692 2,741 Equity Securities (2) 3,223 478 110 3,591 2,790 2,857 ------------------------------------------------------------------------------------------------------------------------------------ $42,967 $1,161 $966 $43,162 $41,557 $41,571 -------------------------------------------------=================================================================================== Securities Available for Sale Include: Mortgage-Backed Securities $5,187 $ 4 $139 $5,052 $3,695 $3,716 Government of Brazil Brady Bonds 658 152 -- 810 660 686 Government of Venezuela Brady Bonds 450 -- 101 349 478 304 -------------------------------------------------=================================================================================== </TABLE> (1) At December 31, 1998, gross unrealized gains and losses on securities available for sale totaled $1.232 billion and $1.218 billion, respectively. (2) Includes non-marketable equity securities carried at cost, which are reported in both the amortized cost and fair value columns. -------------------------------------------------------------------------------- 4. Trading Account Assets and Liabilities <TABLE> <CAPTION> Sept. 30, Dec. 31, In millions of dollars 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Trading Account Assets U.S. Treasury and Federal Agency Securities $ 341 $ 86 Foreign Government, Corporate and Other Securities 11,773 8,010 Derivative and Foreign Exchange Contracts (1) 18,972 25,571 ---------------------------------- $31,086 $33,667 --------------------------------------------------------------------------------------------------================================== Trading Account Liabilities Securities Sold, Not Yet Purchased $ 3,422 $ 2,644 Derivative and Foreign Exchange Contracts (1) 21,059 27,527 ---------------------------------- $24,481 $30,171 --------------------------------------------------------------------------------------------------================================== </TABLE> (1) Net of master netting agreements and securitization. -------------------------------------------------------------------------------- 5. Restructuring-Related Items In December 1998, Citicorp recorded a restructuring charge of $1.008 billion, reflecting exit costs associated with business improvement and integration initiatives to be implemented over a 12 to 18 month period. The charge included $666 million related to employee severance for the elimination of approximately 10,700 positions, after considering attrition and redeployment within the Company. The overall workforce reduction, net of anticipated rehires to fill relocated positions, is expected to be approximately 9,200 positions worldwide. The charge also included $312 million related to exiting leasehold and other contractual obligations, and $30 million related to the write-down to estimated salvage value of assets that were available for immediate disposal. Also recorded in the 1998 fourth quarter were $41 million of merger-related costs which included the direct and incremental costs of administratively closing the merger with Travelers Group Inc. During the 1999 third quarter, additional severance charges of $49 million ($31 million after-tax) were taken as a result of the continuing implementation of 1998 restructuring initiatives. 30

The implementation of these restructuring initiatives also causes certain related premises and equipment assets to become redundant. The remaining depreciable lives of these assets have been shortened, and accelerated depreciation charges (in addition to normal scheduled depreciation on these assets) is being recognized over these shortened lives, $41 million and $167 million of which were recorded in the 1999 third quarter and nine months, respectively. Additional implementation costs associated with these restructuring initiatives will be expensed as incurred but are not expected to be material. In 1997, Citicorp recorded a restructuring charge of $880 million related to cost-management programs and customer service initiatives to improve operational efficiency and productivity. The status of the 1998 and 1997 restructuring initiatives is summarized in the following table. Restructuring Initiatives Activity <TABLE> <CAPTION> 1998 1997 Restructuring Restructuring In millions of dollars Initiatives Initiatives Total ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Restructuring Charges $1,008 $880 $1,888 Additional Severance Charges 49 -- 49 Utilization (1) (530) (751) (1,281) Changes in Estimates (9) (66) (75) --------------------------------------------------- Balance at September 30, 1999 $ 518 $ 63 $ 581 ---------------------------------------------------------------------------------=================================================== </TABLE> (1) Utilization amounts include translation effects on the restructuring reserve. -------------------------------------------------------------------------------- The 1998 restructuring reserve utilization includes $30 million of non-cash charges for equipment and premises write-downs as well as $473 million of severance and other exit costs, occurring primarily in the first nine months of 1999, (of which $251 million related to employee severance and $108 million related to leasehold and other exit costs have been paid in cash and $114 million is legally obligated), together with translation effects. Utilization, including translation effects, in the 1999 third quarter was $173 million. Through September 30, 1999, approximately 4,100 gross staff positions have been eliminated under these programs, including 1,000 in the 1999 third quarter. The 1997 restructuring reserve utilization includes $245 million of non-cash charges for equipment and premises write-downs as well as $500 million of severance and other exit costs (of which $316 million related to employee severance and $154 million related to leasehold and other exit costs have been paid in cash and $30 million is legally obligated), together with translation effects. Utilization, including translation effects, in the 1999 third quarter and nine months was $7 million and $110 million, respectively. Through September 30, 1999, approximately 5,600 gross staff positions have been eliminated under these programs, including 200 in the 1999 third quarter. Changes in estimates are attributable to facts and circumstances arising subsequent to the original restructuring charge and are the result of lower severance costs due to higher than anticipated levels of attrition and redeployment within the Company, and other unforeseen changes including those resulting from the merger with Travelers Group Inc. Changes in estimates resulted in a $9 million reduction in the 1999 third quarter in the reserve for 1998 restructuring initiatives, and a reduction of $66 million (of which $28 million occurred in the 1999 third quarter) in the reserve for 1997 restructuring initiatives. Additional information about the 1998 and 1997 restructuring charges, including the business segments affected may be found in the 1998 Form 10-K. 6. Derivative and Foreign Exchange Contracts The table on the next page presents the aggregate notional principal amounts of Citicorp's outstanding derivative and foreign exchange contracts at September 30, 1999 and December 31, 1998, along with the related balance sheet credit exposure. Additional information concerning Citicorp's derivative and foreign exchange products and activities, including a description of accounting policies, and credit and market risk management process is provided in the 1998 Form 10-K. 31

<TABLE> <CAPTION> Balance Sheet Notional Principal Amounts Credit Exposure (1) (2) -------------------------------------------------------------- Sept. 30, Dec. 31, Sept. 30, Dec. 31, In billions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Interest Rate Products $1,921.1 $1,547.1 $5.7 $10.3 Foreign Exchange Products 1,966.0 2,038.3 8.9 11.1 Equity Products 77.6 80.6 3.7 3.6 Commodity Products 15.7 10.9 0.7 0.4 Credit Derivative Products 33.0 25.9 -- 0.2 ------------------------------ $19.0 $25.6 ------------------------------------------------------------------------------------------------------============================== </TABLE> (1) There is no balance sheet credit exposure for futures contracts because they settle daily in cash, and none for written options because they represent obligations (rather than assets) of Citicorp. (2) The balance sheet credit exposure reflects $26.0 billion and $29.1 billion of master netting agreements in effect at September 30, 1999 and December 31, 1998, respectively. Master netting agreements mitigate credit risk by permitting the offset of amounts due from and to individual counterparties in the event of counterparty default. In addition, Citibank has securitized and sold net receivables, and the associated credit risk related to certain derivative and foreign exchange contracts via Markets Assets Trust, which amounted to $2.1 billion and $2.7 billion at September 30, 1999 and December 31, 1998, respectively. -------------------------------------------------------------------------------- The tables below provide data on the notional principal amounts and maturities of end-user (non-trading) derivatives, along with additional data on end-user interest rate swaps and net purchased option positions at the end of the third quarter 1999. End-User Derivative Interest Rate and Foreign Exchange Contracts <TABLE> <CAPTION> Notional Principal Amounts (1) Percentage of September 30, 1999 Amount Maturing ----------------------------------------------------------------------------------- Sept. 30, Dec. 31, Within 1 to 2 to 3 to 4 to After In billions of dollars 1999 1998 1 Year 2 Years 3 Years 4 Years 5 Years 5 Years ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Interest Rate Products Futures Contracts $17.7 $28.1 60% 31% 5% 3% 1% --% Forward Contracts 5.1 6.5 100 -- -- -- -- -- Swap Agreements 96.3 96.5 34 14 8 11 10 23 Option Contracts 8.0 9.7 49 9 19 3 -- 20 Foreign Exchange Products Futures and Forward Contracts 48.1 62.1 94 4 2 -- -- -- Cross-Currency Swaps 4.8 4.6 19 13 21 17 18 12 -------------------------------------------------=================================================================================== </TABLE> (1) Includes third-party and intercompany contracts. -------------------------------------------------------------------------------- In addition, Citicorp had end-user credit derivatives with notional amounts of $25.6 billion and $19.6 billion at September 30, 1999 and December 31, 1998, respectively. End-User Interest Rate Swaps and Net Purchased Options as of September 30, 1999 <TABLE> <CAPTION> Remaining Contracts Outstanding Notional Principal Amounts -------------------------------------------------------------- In billions of dollars 1999 2000 2001 2002 2003 2004 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Receive Fixed Swaps $60.9 $48.8 $40.5 $34.4 $25.5 $16.9 Weighted-Average Fixed Rate 6.3% 6.3% 6.4% 6.3% 6.5% 6.7% Pay Fixed Swaps 16.7 12.5 9.3 7.4 5.7 4.9 Weighted-Average Fixed Rate 5.9% 5.8% 5.8% 5.8% 6.0% 6.1% Basis Swaps 18.7 2.3 0.2 0.2 0.2 0.2 Purchased Caps (Including Collars) 2.0 -- -- -- -- -- Weighted-Average Cap Rate Purchased 6.7% --% --% --% --% --% Purchased Floors 3.3 1.7 1.1 0.1 0.1 0.1 Weighted-Average Floor Rate Purchased 6.0% 5.8% 5.8% 5.8% 5.8% 5.8% Written Floors Related to Purchased Caps (Collars) 0.2 -- -- -- -- -- Weighted-Average Floor Rate Written 8.2% --% --% --% --% --% Written Caps Related to Other Purchased Caps (1) 2.5 2.4 2.3 1.8 1.5 1.5 Weighted-Average Cap Rate Written 9.8% 9.8% 9.8% 10.6% 10.7% 10.7% ------------------------------------------------------------------------------------------------------------------------------------ Three-Month Forward LIBOR Rates (2) 6.1% 6.1% 6.5% 6.7% 6.9% 7.1% ----------------------------------------------------------------------============================================================== </TABLE> (1) Includes written options related to purchased options embedded in other financial instruments. (2) Represents the implied forward yield curve for three-month LIBOR as of September 30, 1999, provided for reference. -------------------------------------------------------------------------------- 32

In June 1999, the Financial Accounting Standards Board ("FASB") deferred the effective date of Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" for one year. As a result, SFAS No. 133 will become effective on January 1, 2001 for calendar year companies such as the Company. 7. Contingencies In the ordinary course of business, Citicorp and its subsidiaries are defendants or co-defendants in various litigation matters. Although there can be no assurances, the Company believes, based on information currently available, that the ultimate resolutions of these legal proceedings would not be likely to have a material adverse effect on its results of operations, financial condition or liquidity. 8. Guaranteed Subsidiary Debt On August 4, 1999, CCC became a subsidiary of Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp. Citicorp has issued a guarantee of all outstanding long-term debt and commercial paper of CCC. Following the restructuring, CCC ceased issuing commercial paper. In addition, Citicorp guaranteed the obligations of CCC under its committed and available five-year revolving credit facilities under which no borrowings are currently outstanding. Under these facilities, which expire in 2002, CCC can borrow up to $3.4 billion. Under this facility Citicorp is required to maintain a certain level of consolidated stockholder's equity (as defined in the agreement). At September 30, 1999, this requirement was exceeded by approximately $9.4 billion. CCC's results are reflected in the Cards, CitiFinancial and Corporate/Other segments and are consolidated in Citicorp's financial statements. Citicorp has not presented separate financial statements and other disclosures concerning CCC because management has determined that such information is not material to holders of CCC's debt securities. The following is summarized legal vehicle financial information for CCC. Summarized Balance Sheet <TABLE> <CAPTION> September 30, December 31, In millions of dollars 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> Consumer Loans, Net of Unearned Income $16,763 $13,285 Allowance for Credit Losses (446) (393) ---------------------------------- Total Loans, Net 16,317 12,892 ---------------------------------- Other Assets 2,731 2,926 ---------------------------------- Total Assets $19,048 $15,818 --------------------------------------------------------------------------------------------------================================== Due to Citicorp and Affiliates $10,471 $ 3,504 Purchased Funds and Other Borrowings 129 2,387 Other Liabilities 1,550 1,560 Long-Term Debt 5,900 6,250 Stockholder's Equity 998 2,117 ---------------------------------- Total Liabilities and Stockholder's Equity $19,048 $15,818 --------------------------------------------------------------------------------------------------================================== </TABLE> Summarized Income Statement <TABLE> <CAPTION> Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------- In millions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> Total Revenues, Net of Interest Expense $447 $363 $1,276 $1,025 Provision for Credit Losses 73 85 278 264 Operating Expense 169 155 533 451 Net Income $130 $ 78 $ 297 $ 198 -----------------------------------------------------------========================================================================= </TABLE> 33

-------------------------------------------------------------------------------- FINANCIAL DATA SUPPLEMENT -------------------------------------------------------------------------------- Citicorp and Subsidiaries AVERAGE BALANCES AND INTEREST RATES, Taxable Equivalent Basis - Quarterly(1)(2) <TABLE> <CAPTION> Average Volume Interest Revenue/Expense % Average Rate -------------------------------------------------------------------------------------- 2nd 3rd 3rd Qtr. 2nd Qtr. 3rd Qtr. 3rd Qtr. 2nd Qtr. 3rd Qtr. 3rd Qtr. Qtr. Qtr. In millions of dollars 1999 1999 1998 1999 1999 1998 1999 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Loans (Net of Unearned Income) (3) Consumer Loans In U.S. Offices $ 78,612 $ 77,026 $ 70,664 $2,058 $2,001 $2,008 10.39 10.42 11.27 In Offices Outside the U.S. (4) 58,427 56,084 51,880 1,604 1,623 1,639 10.89 11.61 12.53 ------------------------------------------------------------- Total Consumer Loans 137,039 133,110 122,544 3,662 3,624 3,647 10.60 10.92 11.81 ------------------------------------------------------------- Commercial Loans In U.S. Offices Commercial and Industrial 13,411 12,929 11,024 288 280 220 8.52 8.69 7.92 Mortgage and Real Estate 1,197 1,447 2,365 24 28 51 7.95 7.76 8.56 Loans to Financial Institutions 1,590 1,002 354 25 17 6 6.24 6.81 6.72 Lease Financing 3,139 2,994 2,939 54 45 47 6.83 6.03 6.34 In Offices Outside the U.S. (4) 72,337 71,433 65,889 1,683 1,551 1,808 9.23 8.71 10.89 ------------------------------------------------------------- Total Commercial Loans 91,674 89,805 82,571 2,074 1,921 2,132 8.98 8.58 10.24 ------------------------------------------------------------- Total Loans 228,713 222,915 205,115 5,736 5,545 5,779 9.95 9.98 11.18 ------------------------------------------------------------- Federal Funds Sold and Resale Agreements In U.S. Offices 2,309 3,195 6,434 25 31 67 4.30 3.89 4.13 In Offices Outside the U.S. (4) 2,936 3,148 5,853 54 66 107 7.30 8.41 7.25 ------------------------------------------------------------- Total 5,245 6,343 12,287 79 97 174 5.98 6.13 5.62 ------------------------------------------------------------- Securities, At Fair Value In U.S. Offices Taxable 14,452 13,689 10,991 162 154 108 4.45 4.51 3.90 Exempt from U.S. Income Tax 3,381 3,384 3,165 51 47 49 5.98 5.57 6.14 In Offices Outside the U.S. (4) 28,085 28,139 25,263 681 668 626 9.62 9.52 9.83 ------------------------------------------------------------- Total 45,918 45,212 39,419 894 869 783 7.72 7.71 7.88 ------------------------------------------------------------- Trading Account Assets (5) In U.S. Offices 3,015 2,615 4,639 32 33 86 4.21 5.06 7.35 In Offices Outside the U.S. (4) 6,756 9,097 10,240 111 179 227 6.52 7.89 8.79 ------------------------------------------------------------- Total 9,771 11,712 14,879 143 212 313 5.81 7.26 8.35 ------------------------------------------------------------- Loans Held for Sale, In U.S. Offices 5,198 6,199 5,231 148 147 147 11.30 9.51 11.15 Deposits at Interest with Banks (4) 13,108 11,997 15,454 268 262 263 8.11 8.76 6.75 ------------------------------------------------------------- Total Interest-Earning Assets 307,953 304,378 292,385 $7,268 $7,132 $7,459 9.36 9.40 10.12 =================================================== Non-Interest-Earning Assets (5) 49,808 53,543 53,670 --------------------------------- Total Assets $357,761 $357,921 $346,055 ----------------------------------------------=================================----------------------------------------------------- Deposits In U.S. Offices Savings Deposits (6) $ 33,455 $ 33,339 $ 31,565 $ 233 $ 227 $ 239 2.76 2.73 3.00 Other Time Deposits 11,614 11,370 10,466 101 95 122 3.45 3.35 4.62 In Offices Outside the U.S. (4) 168,807 166,572 149,368 2,355 2,245 2,621 5.53 5.41 6.96 ------------------------------------------------------------- Total 213,876 211,281 191,399 2,689 2,567 2,982 4.99 4.87 6.18 ------------------------------------------------------------- Trading Account Liabilities (5) In U.S. Offices 2,023 1,333 2,315 16 11 36 3.14 3.31 6.17 In Offices Outside the U.S. (4) 1,143 766 2,377 11 8 30 3.82 4.19 5.01 ------------------------------------------------------------- Total 3,166 2,099 4,692 27 19 66 3.38 3.63 5.58 ------------------------------------------------------------- Purchased Funds and Other Borrowings In U.S. Offices 13,670 11,564 17,568 168 131 223 4.88 4.54 5.04 In Offices Outside the U.S. (4) 7,592 9,593 10,165 255 332 360 13.33 13.88 14.05 ------------------------------------------------------------- Total 21,262 21,157 27,733 423 463 583 7.89 8.78 8.34 ------------------------------------------------------------- Long-Term Debt In U.S. Offices 22,590 22,194 21,646 326 319 351 5.73 5.77 6.43 In Offices Outside the U.S. (4) 4,872 4,438 3,229 143 113 77 11.64 10.21 9.46 ------------------------------------------------------------- Total 27,462 26,632 24,875 469 432 428 6.78 6.51 6.83 ------------------------------------------------------------- Total Interest-Bearing Liabilities 265,766 261,169 248,699 $3,608 $3,481 $4,059 5.39 5.35 6.48 =================================================== Demand Deposits in U.S. Offices 10,555 11,516 10,306 Other Non-Interest-Bearing Liabilities (5) 55,579 59,797 63,724 Total Stockholder's Equity 25,861 25,439 23,326 --------------------------------- Total Liabilities and Stockholder's Equity $357,761 $357,921 $346,055 ----------------------------------------------=================================----------------------------------------------------- NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS In U.S. Offices (7) $126,330 $124,225 $117,948 $1,768 $1,726 $1,608 5.55 5.57 5.41 In Offices Outside the U.S. (7) 181,623 180,153 174,437 1,892 1,925 1,792 4.13 4.29 4.08 ------------------------------------------------------------- Total $307,953 $304,378 $292,385 $3,660 $3,651 $3,400 4.72 4.81 4.61 ----------------------------------------------====================================================================================== </TABLE> (1) The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%. (2) Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 6 of Notes to Consolidated Financial Statements. (3) Includes cash-basis loans. (4) Average rates reflect prevailing local interest rates including inflationary effects and monetary correction in certain countries. (5) The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities. (6) Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. (7) Includes allocations for capital and funding costs based on the location of the asset. -------------------------------------------------------------------------------- 34

Citicorp and Subsidiaries AVERAGE BALANCES AND INTEREST RATES, Taxable Equivalent Basis - Nine Months (1) (2) <TABLE> <CAPTION> Average Volume Interest Revenue/Expense % Average Rate ------------------------------------------------------------------------------ Nine Months Nine Months Nine Months Nine Months Nine Months Nine Months In millions of dollars 1999 1998 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> Loans (Net of Unearned Income) (3) Consumer Loans In U.S. Offices $ 77,327 $ 69,956 $ 6,002 $ 5,787 10.38 11.06 In Offices Outside the U.S. (4) 56,483 50,653 4,751 4,688 11.25 12.37 --------------------------------------------------- Total Consumer Loans 133,810 120,609 10,753 10,475 10.74 11.61 --------------------------------------------------- Commercial Loans In U.S. Offices Commercial and Industrial 13,086 10,979 830 663 8.48 8.07 Mortgage and Real Estate 1,510 2,743 93 180 8.23 8.77 Loans to Financial Institutions 1,448 330 67 21 6.19 8.51 Lease Financing 3,008 2,958 145 144 6.44 6.51 In Offices Outside the U.S. (4) 71,515 62,893 5,214 5,066 9.75 10.77 --------------------------------------------------- Total Commercial Loans 90,567 79,903 6,349 6,074 9.37 10.16 --------------------------------------------------- Total Loans 224,377 200,512 17,102 16,549 10.19 11.03 --------------------------------------------------- Federal Funds Sold and Resale Agreements In U.S. Offices 3,573 7,254 107 219 4.00 4.04 In Offices Outside the U.S. (4) 3,129 5,979 210 384 8.97 8.59 --------------------------------------------------- Total 6,702 13,233 317 603 6.32 6.09 --------------------------------------------------- Securities, At Fair Value In U.S. Offices Taxable 13,783 10,772 454 338 4.40 4.20 Exempt from U.S. Income Tax 3,374 2,920 148 135 5.86 6.18 In Offices Outside the U.S. (4) 27,857 23,609 2,319 1,587 11.13 8.99 --------------------------------------------------- Total 45,014 37,301 2,921 2,060 8.68 7.38 --------------------------------------------------- Trading Account Assets (5) In U.S. Offices 2,514 5,559 95 270 5.05 6.49 In Offices Outside the U.S. (4) 7,851 10,542 422 624 7.19 7.91 --------------------------------------------------- Total 10,365 16,101 517 894 6.67 7.42 --------------------------------------------------- Loans Held for Sale, In U.S. Offices 5,537 4,524 434 393 10.48 11.61 Deposits at Interest with Banks (4) 12,362 14,644 762 812 8.24 7.41 --------------------------------------------------- Total Interest-Earning Assets 304,357 286,315 $22,053 $21,311 9.69 9.95 =================================================== Non-Interest-Earning Assets (5) 53,483 51,181 -------------------------- Total Assets $357,840 $337,496 ------------------------------------------------------==========================---------------------------------------------------- Deposits In U.S. Offices Savings Deposits (6) $ 33,267 $ 30,996 $ 682 $ 696 2.74 3.00 Other Time Deposits 11,392 10,785 290 372 3.40 4.61 In Offices Outside the U.S. (4) 165,310 144,247 7,149 7,323 5.78 6.79 --------------------------------------------------- Total 209,969 186,028 8,121 8,391 5.17 6.03 --------------------------------------------------- Trading Account Liabilities (5) In U.S. Offices 1,712 3,468 41 144 3.20 5.55 In Offices Outside the U.S. (4) 878 2,368 24 99 3.65 5.59 --------------------------------------------------- Total 2,590 5,836 65 243 3.36 5.57 --------------------------------------------------- Purchased Funds and Other Borrowings In U.S. Offices 13,202 16,763 460 649 4.66 5.18 In Offices Outside the U.S. (4) 9,072 9,158 1,108 948 16.33 13.84 --------------------------------------------------- Total 22,274 25,921 1,568 1,597 9.41 8.24 --------------------------------------------------- Long-Term Debt In U.S. Offices 22,654 22,544 975 1,058 5.75 6.27 In Offices Outside the U.S. (4) 4,271 3,481 426 238 13.34 9.14 --------------------------------------------------- Total 26,925 26,025 1,401 1,296 6.96 6.66 --------------------------------------------------- Total Interest-Bearing Liabilities 261,758 243,810 $11,155 $11,527 5.70 6.32 =================================================== Demand Deposits in U.S. Offices 10,927 10,616 Other Non-Interest-Bearing Liabilities (5) 59,684 59,958 Total Stockholder's Equity 25,471 23,112 -------------------------- Total Liabilities and Stockholder's Equity $357,840 $337,496 ------------------------------------------------------==========================---------------------------------------------------- NET INTEREST REVENUE AS A PERCENTAGE OF AVERAGE INTEREST-EARNING ASSETS In U.S. Offices (7) $125,013 $118,101 $ 5,156 $4,643 5.51 5.26 In Offices Outside the U.S. (7) 179,344 168,214 5,742 5,141 4.28 4.09 --------------------------------------------------- Total $304,357 $286,315 $10,898 $9,784 4.79 4.57 ------------------------------------------------------============================================================================== </TABLE> (1) The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%. (2) Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 6 of Notes to Consolidated Financial Statements. (3) Includes cash-basis loans. (4) Average rates reflect prevailing local interest rates including inflationary effects and monetary correction in certain countries. (5) The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities. (6) Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. (7) Includes allocations for capital and funding costs based on the location of the asset. -------------------------------------------------------------------------------- 35

CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS (1) <TABLE> <CAPTION> Sept. 30, Dec. 31, Sept. 30, In millions of dollars 1999 1998 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Commercial Cash-Basis Loans Collateral Dependent (at Lower of Cost or Collateral Value) (2) $ 237 $ 142 $ 170 Other 1,232 1,201 1,110 --------------------------------------------------- Total $1,469 $1,343 $1,280 ---------------------------------------------------------------------------------=================================================== Commercial Cash-Basis Loans In U.S. Offices $ 212 $ 211 $ 204 In Offices Outside the U.S. 1,257 1,132 1,076 --------------------------------------------------- Total $1,469 $1,343 $1,280 ---------------------------------------------------------------------------------=================================================== Commercial Renegotiated Loans (In Offices Outside the U.S.) $52 $45 $48 ------------------------------------------------------------------------------------------------------------------------------------ Consumer Loans on which Accrual of Interest had been Suspended In U.S. Offices (3) $ 707 $ 825 $ 803 In Offices Outside the U.S. 1,507 1,458 1,304 --------------------------------------------------- Total $2,214 $2,283 $2,107 ---------------------------------------------------------------------------------=================================================== Accruing Loans 90 or More Days Delinquent (4) In U.S. Offices (3) $ 626 $ 592 $ 597 In Offices Outside the U.S. 467 532 492 --------------------------------------------------- Total $1,093 $1,124 $1,089 ---------------------------------------------------------------------------------=================================================== </TABLE> (1) For a discussion of risks in the consumer loan portfolio, see pages 4-12, and of commercial cash-basis loans, see pages 13-15. (2) A cash-basis loan is defined as collateral dependent when repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment, in which case the loans are written down to the lower of cost or collateral value. (3) Includes $12 million, $10 million and $10 million of consumer loans on which accrual of interest had been suspended and $28 million, $30 million and $30 million of accruing loans 90 or more days delinquent related to loans held for sale at September 30, 1999, December 31, 1998 and September 30, 1998, respectively. (4) Substantially all consumer loans, of which $331 million, $267 million and $284 million are government-guaranteed student loans at September 30, 1999, December 31, 1998 and September 30, 1998, respectively. -------------------------------------------------------------------------------- OTHER REAL ESTATE OWNED AND ASSETS PENDING DISPOSITION <TABLE> <CAPTION> Sept. 30, Dec. 31, Sept. 30, In millions of dollars 1999 1998 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> Consumer (1) $211 $254 $260 Commercial (1) 228 262 345 --------------------------------------------------- Total $439 $516 $605 ------------------------------------------------------------------------------------------------------------------------------------ Assets Pending Disposition (2) $87 $100 $103 ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> (1) Represents repossessed real estate, carried at lower of cost or collateral value. (2) Represents consumer residential mortgage loans that have a high probability of foreclosure, carried at lower of cost or collateral value. -------------------------------------------------------------------------------- 36

DETAILS OF CREDIT LOSS EXPERIENCE <TABLE> <CAPTION> 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. In millions of dollars 1999 1999 1999 1998 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> Allowance for Credit Losses at Beginning of Period $6,743 $6,662 $6,617 $6,604 $6,529 --------------------------------------------------------------------------------------- Provision for Credit Losses Consumer 595 680 618 605 589 Commercial 37 110 111 69 232 --------------------------------------------------------------------------------------- 632 790 729 674 821 --------------------------------------------------------------------------------------- Gross Credit Losses Consumer In U.S. Offices 420 440 391 421 424 In Offices Outside the U.S. 324 332 304 294 262 Commercial In U.S. Offices 8 2 1 10 56 In Offices Outside the U.S. 95 132 130 128 216 --------------------------------------------------------------------------------------- 847 906 826 853 958 --------------------------------------------------------------------------------------- Credit Recoveries Consumer In U.S. Offices 66 70 55 50 60 In Offices Outside the U.S. 79 70 63 79 69 Commercial In U.S. Offices 1 3 2 17 26 In Offices Outside the U.S. 15 21 18 30 14 --------------------------------------------------------------------------------------- 161 164 138 176 169 --------------------------------------------------------------------------------------- Net Credit Losses In U.S. Offices 361 369 335 364 394 In Offices Outside the U.S. 325 373 353 313 395 --------------------------------------------------------------------------------------- 686 742 688 677 789 --------------------------------------------------------------------------------------- Other-Net (1) 17 33 4 16 43 --------------------------------------------------------------------------------------- Allowance for Credit Losses at End of Period $6,706 $6,743 $6,662 $6,617 $6,604 ---------------------------------------------======================================================================================= Net Consumer Credit Losses $599 $632 $577 $586 $557 As a Percentage of Average Consumer Loans 1.73% 1.89% 1.78% 1.80% 1.80% ------------------------------------------------------------------------------------------------------------------------------------ Net Commercial Credit Losses $87 $110 $111 $91 $232 As a Percentage of Average Commercial Loans 0.38% 0.49% 0.50% 0.41% 1.11% ---------------------------------------------======================================================================================= </TABLE> (1) Primarily includes foreign currency translation effects and the addition of allowance for credit losses related to acquisitions. -------------------------------------------------------------------------------- 37

TRADING-RELATED REVENUE <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------------------------------------- In millions of dollars 1999 1998 1999 1998 ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> By Income Statement Line Foreign Exchange $358 $474 $1,214 $1,288 Trading Account 252 (159) 694 175 Other (1) 75 77 249 387 --------------------------------------------------------------------- Total $685 $392 $2,157 $1,850 ---------------------------------------------------------------===================================================================== By Trading Activity Foreign Exchange (2) $394 $403 $1,132 $1,240 Derivative (3) 197 94 692 472 Fixed Income (4) 31 (30) 84 71 Other 63 (75) 249 67 --------------------------------------------------------------------- Total $685 $392 $2,157 $1,850 ---------------------------------------------------------------===================================================================== By Business Sector Global Corporate Emerging Markets $245 $234 $ 767 $ 764 Global Relationship Banking 313 63 1,046 803 --------------------------------------------------------------------- Total Global Corporate 558 297 1,813 1,567 Global Consumer and Other 127 95 344 283 --------------------------------------------------------------------- Total $685 $392 $2,157 $1,850 ---------------------------------------------------------------===================================================================== </TABLE> (1) Primarily net interest revenue. (2) Foreign exchange activity includes foreign exchange spot, forward, and option contracts. (3) Derivative activity primarily includes interest rate and currency swaps, options, financial futures, and equity and commodity contracts. (4) Fixed income activity principally includes debt instruments including government and corporate debt as well as mortgage assets. -------------------------------------------------------------------------------- 38

Item 6. Exhibits and Reports on Form 8-K (a) Exhibits See Exhibit Index (b) Reports on Form 8-K On July 20, 1999, the Company filed a Current Report on Form 8-K dated July 19, 1999 (Item 5), which report summarized the consolidated operations of Citicorp and its subsidiaries for the three and six month periods ended June 30, 1999. No other reports on Form 8-K were filed during the third quarter of 1999; however, on October 20, 1999 the Company filed a Current Report on Form 8-K dated October 19, 1999 (Item 5), which report summarized the consolidated operations of Citicorp and its subsidiaries for the three and nine month periods ended September 30, 1999. 39

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 12th day of November, 1999. CITICORP (Registrant) By: /s/ Heidi G. Miller ------------------------------------ Name: Heidi G. Miller Title: Chief Financial Officer Principal Financial Officer By: /s/ Roger W. Trupin ------------------------------------ Name: Roger W. Trupin Title: Vice President and Controller 40

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(ii) to Citicorp's Financial Review and Form 10-Q filed on November 13, 1998). 12.01 Computation of Ratio of Earnings to Fixed Charges. 12.02 Computation of Ratio of Earnings to Fixed Charges (including preferred stock dividends). 27.01 Financial Data Schedule. The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of Citicorp does not exceed 10% of the total assets of Citicorp and its consolidated subsidiaries. Citicorp will furnish copies of any such instrument to the SEC upon request. 41


CITICORP
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
(In Millions)

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,                        NINE MONTHS
                                                                                                                     SEPTEMBER 30,
EXCLUDING INTEREST ON DEPOSITS:                        1998        1997        1996        1995        1994        1999        1998
                                                      ------      ------      ------      ------      ------      ------      ------
<S>                                                   <C>         <C>         <C>         <C>         <C>         <C>         <C>
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                          4,162       4,042       3,911       4,574       6,309       3,034       3,136
     INTEREST FACTOR IN RENT EXPENSE                     190         169         159         150         154         157         137
                                                      ------      ------      ------      ------      ------      ------      ------

        TOTAL FIXED CHARGES                            4,352       4,211       4,070       4,724       6,463       3,191       3,273
                                                      ------      ------      ------      ------      ------      ------      ------

INCOME:
     INCOME BEFORE TAXES                               4,916       6,109       6,377       5,929       4,994       6,193       4,634
     FIXED CHARGES                                     4,352       4,211       4,070       4,724       6,463       3,191       3,273
                                                      ------      ------      ------      ------      ------      ------      ------

        TOTAL INCOME                                   9,268      10,320      10,447      10,653      11,457       9,384       7,907
                                                      ======      ======      ======      ======      ======      ======      ======

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS                     2.13        2.45        2.57        2.26        1.77        2.94        2.42
                                                      ======      ======      ======      ======      ======      ======      ======


INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                                 15,671      13,655      12,885      13,476      15,305      11,155      11,527
     INTEREST FACTOR IN RENT EXPENSE                     190         169         159         150         154         157         137
                                                      ------      ------      ------      ------      ------      ------      ------

        TOTAL FIXED CHARGES                           15,861      13,824      13,044      13,626      15,459      11,312      11,664
                                                      ------      ------      ------      ------      ------      ------      ------

INCOME:
     INCOME BEFORE TAXES                               4,916       6,109       6,377       5,929       4,994       6,193       4,634
     FIXED CHARGES                                    15,861      13,824      13,044      13,626      15,459      11,312      11,664
                                                      ------      ------      ------      ------      ------      ------      ------

        TOTAL INCOME                                  20,777      19,933      19,421      19,555      20,453      17,505      16,298
                                                      ======      ======      ======      ======      ======      ======      ======

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS                     1.31        1.44        1.49        1.44        1.32        1.55        1.40
                                                      ======      ======      ======      ======      ======      ======      ======
</TABLE>

Note> On August 4, 1999, CitiFinancial Credit Company ("CCC"), an indirect
      wholly-owned subsidiary of Citigroup, became a subsidiary of Citicorp
      Banking Corporation, a wholly-owned subsidiary of Citicorp. Citicorp has
      issued a guarantee of all outstanding long-term debt and commercial paper
      of CCC. The Citicorp 3Q99 10-Q reflects this transaction.


CITICORP, INC.
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
(In Millions)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,                     NINE MONTHS
                                                                                                                     SEPTEMBER 30,
EXCLUDING INTEREST ON DEPOSITS:                              1998       1997       1996       1995       1994       1999       1998
                                                            ------     ------     ------     ------     ------     ------     ------
<S>                                                         <C>        <C>        <C>        <C>        <C>        <C>        <C>
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                                4,162      4,042      3,911      4,574      6,309      3,034      3,136
     INTEREST FACTOR IN RENT EXPENSE                           190        169        159        150        154        157        137
     DIVIDENDS--PREFERRED STOCK                                126 (A)    223        261        553        505 (B)     -- (A)    126
                                                            ------     ------     ------     ------     ------     ------     ------

        TOTAL FIXED CHARGES                                  4,478      4,434      4,331      5,277      6,968      3,191      3,399
                                                            ------     ------     ------     ------     ------     ------     ------

INCOME:
     INCOME BEFORE TAXES                                     4,916      6,109      6,377      5,929      4,994      6,193      4,634
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                                     4,352      4,211      4,070      4,724      6,463      3,191      3,273
                                                            ------     ------     ------     ------     ------     ------     ------

        TOTAL INCOME                                         9,268     10,320     10,447     10,653     11,457      9,384      7,907
                                                            ======     ======     ======     ======     ======     ======     ======

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS                           2.07       2.33       2.41       2.02       1.64       2.94       2.33
                                                            ======     ======     ======     ======     ======     ======     ======

INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                                       15,671     13,655     12,885     13,476     15,305     11,155     11,527
     INTEREST FACTOR IN RENT EXPENSE                           190        169        159        150        154        157        137
     DIVIDENDS--PREFERRED STOCK                                126        223        261        553        505 (B)     -- (A)    126
                                                            ------     ------     ------     ------     ------     ------     ------

        TOTAL FIXED CHARGES                                 15,987     14,047     13,305     14,179     15,964     11,312     11,790
                                                            ------     ------     ------     ------     ------     ------     ------

INCOME:
     INCOME BEFORE TAXES                                     4,916      6,109      6,377      5,929      4,994      6,193      4,634
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                                    15,861     13,824     13,044     13,626     15,459     11,312     11,664
                                                            ------     ------     ------     ------     ------     ------     ------

        TOTAL INCOME                                        20,777     19,933     19,421     19,555     20,453     17,505     16,298
                                                            ======     ======     ======     ======     ======     ======     ======

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS                           1.30       1.42       1.46       1.38       1.28       1.55       1.38
                                                            ======     ======     ======     ======     ======     ======     ======
</TABLE>

Note> On August 4, 1999, CitiFinancial Credit Company ("CCC"), an indirect
      wholly-owned subsidiary of Citigroup ("Citigroup"), became a subsidiary of
      Citicorp Banking Corporation, a wholly-owned subsidiary of Citicorp.
      Citicorp has issued a guarantee of all outstanding long-term debt and
      commercial paper of CCC. The Citicorp 3Q99 10-Q reflects this transaction.
(A)   On October 8, 1998, Citicorp merged with an into a newly formed, wholly
      owned subsidiary of Travelers Group Inc. ("TRV") (The "Merger"). Following
      the Merger, TRV changed its name to Citigroup Inc. Under the terms of the
      Merger, Citicorp common and preferred stock were exchanged for Citigroup
      Common stock and Preferred stock. As such there were no Citicorp Preferred
      dividends in 1999.
(B)   Calculated using a tax rate of 29% for 1994

<TABLE> <S> <C>


<ARTICLE>                9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CITICORP'S
FORM 10-Q FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND ACCOMPANYING
DISCLOSURES.
</LEGEND>
<CIK>             0000020405
<NAME>            CITICORP 1999
<MULTIPLIER>      1,000,000

<S>                                         <C>
<PERIOD-TYPE>                               9-MOS <F1>
<FISCAL-YEAR-END>                           DEC-31-1999
<PERIOD-START>                              JAN-01-1999
<PERIOD-END>                                SEP-30-1999
<CASH>                                            8,661
<INT-BEARING-DEPOSITS>                           12,147
<FED-FUNDS-SOLD>                                  4,665<F2>
<TRADING-ASSETS>                                 31,086
<INVESTMENTS-HELD-FOR-SALE>                      43,378
<INVESTMENTS-CARRYING>                                0
<INVESTMENTS-MARKET>                                  0
<LOANS>                                         234,482
<ALLOWANCE>                                       6,706<F3>
<TOTAL-ASSETS>                                  368,495
<DEPOSITS>                                      247,232
<SHORT-TERM>                                     21,168<F4>
<LIABILITIES-OTHER>                              14,410
<LONG-TERM>                                      27,453
<COMMON>                                              0<F5>
<PREFERRED-MANDATORY>                                 0<F5>
<PREFERRED>                                           0<F5>
<OTHER-SE>                                       24,848<F5>
<TOTAL-LIABILITIES-AND-EQUITY>                  368,495
<INTEREST-LOAN>                                  17,099
<INTEREST-INVEST>                                 2,872
<INTEREST-OTHER>                                  2,030
<INTEREST-TOTAL>                                 22,001
<INTEREST-DEPOSIT>                                8,121
<INTEREST-EXPENSE>                               11,155
<INTEREST-INCOME-NET>                            10,846
<LOAN-LOSSES>                                     2,151
<SECURITIES-GAINS>                                  202
<EXPENSE-OTHER>                                   4,949
<INCOME-PRETAX>                                   6,193
<INCOME-PRE-EXTRAORDINARY>                        3,868
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      3,868
<EPS-BASIC>                                         0<F5>
<EPS-DILUTED>                                         0<F5>
<YIELD-ACTUAL>                                     4.79<F6>
<LOANS-NON>                                       3,683<F7>
<LOANS-PAST>                                      1,093<F8>
<LOANS-TROUBLED>                                     52
<LOANS-PROBLEM>                                       0
<ALLOWANCE-OPEN>                                  6,617
<CHARGE-OFFS>                                     2,579
<RECOVERIES>                                        463
<ALLOWANCE-CLOSE>                                 6,706<F3>
<ALLOWANCE-DOMESTIC>                                  0<F9>
<ALLOWANCE-FOREIGN>                                   0<F10>
<ALLOWANCE-UNALLOCATED>                               0<F10>

<FN>
<F1> On August 4, 1999, CitiFinancial Credit Company ("CCC"), an indirect
wholly-owned subsidiary of Citigroup, became a subsidiary of Citicorp Banking
Corporation, a wholly-owned subsidiary of Citicorp. Citicorp has issued a
guarantee of all outstanding long-term debt and commercial paper of CCC. The
Citicorp 3Q99 10-Q reflects this transaction.
<F2> Includes Securities Purchased Under Resale Agreements.
<F3> Allowance activity for the nine months of 1999 includes $54MM in other
changes, principally foreign currency translation effects.
<F4> Purchased Funds and Other Borrowings.
<F5> On October 8, 1998, Citicorp merged with and into a newly formed, wholly
owned subsidiary of Travelers Group Inc. (TRV) (the Merger). Following the
Merger, TRV changed its name to Citigroup Inc. (Citigroup). Under the terms of
the Merger, Citigroup Common and Preferred Stock were exchanged for Citigroup
Common and Preferred Stock.
<F6> Taxable Equivalent Basis.
<F7> Includes $1,469MM of cash-basis commercial loans and $2,214MM of consumer
loans on which accrual of interest has been suspended.
<F8> Accruing loans 90 or more days delinquent.
<F9> No portion of Citicorp's credit loss allowance is specifically allocated to
any individual loan or group of loans.
<F10> See Footnote F9 above.
</FN>



</TABLE>