CITICORP
8-K, 1996-07-23
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      _____________________________________

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
        Date of Report (Date of earliest event reported): July 22, 1996

                                    CITICORP
               (Exact name of registrant as specified in charter)


   Delaware                       1-5738                      13-2614988
(State or other           (Commission File Number)          (IRS Employer 
jurisdiction of                                             Identification
incorporation)                                                   Number)


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

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

                                 Not Applicable
          (Former name or former address, if changed since last report)

<PAGE>


ITEM 5.  OTHER EVENTS



    CITICORP SECOND  QUARTER NET INCOME WAS $952 MILLION,  UP 12%;  EARNINGS PER
        COMMON SHARE INCREASED 18% TO $1.86


CITICORP [NYSE SYMBOL: CCI]
($ IN MILLIONS, EXCEPT EPS)

SECOND QUARTER                      1996      1995   CHANGE
ADJUSTED REVENUE                   $5,316    $4,923     8%
NET INCOME                            952       853    12
EARNINGS PER SHARE (FULLY DILUTED)  $1.86     $1.57    18
RETURN ON COMMON EQUITY              20.8%     20.9%
RETURN ON TOTAL ASSETS               1.43%     1.25%

FIRST HALF
ADJUSTED REVENUE                   $10,433   $9,588      9%
NET INCOME                           1,866    1,682     11
EARNINGS PER SHARE (FULLY DILUTED)   $3.61    $3.09     17


     On July 16,  1996,  Citicorp  reported  that net income in the 1996  second
quarter was $952 million, an increase of 12% from the same 1995 quarter.

     Earnings per fully diluted common share were $1.86,  compared with $1.57 in
the 1995 second quarter, an increase of 18%.

     Net income in the six months  totaled  $1.9  billion,  up 11% from the 1995
first  half.  Per share  earnings  were  $3.61 in the 1996 half and $3.09 in the
comparable 1995 period.

     John S. Reed, Citicorp Chairman, said:  "It was a solid
quarter.  We continue to be on plan and are making good progress
in implementing our Business Directions strategy."

     Against Citicorp's Business Directions  financial  performance targets, the
company in the quarter  achieved a 12% earnings  gain, a return on common equity
of 20.8%, a ratio of incremental


<PAGE>


Page 2 - Citicorp 1996 Second Quarter Results

revenue to expense of 2.1 to 1, and  generation of an estimated  $700 million of
free capital.

     Mr. Reed added:  "Our consumer businesses are expanding,
especially in Asia and Latin America, and our business with
corporations in the Emerging Markets is showing excellent
results, reinforced by the continuing successful repositioning
of Global Relationship Banking."

     Citicorp's   consumer   businesses--Citibanking,   Cards  and  the  Private
Bank--earned  $491 million on adjusted revenue of $3.3 billion,  which was up 9%
from the 1995 second quarter.

     Net income from serving  corporate  banking  customers  worldwide  was $644
million,  an increase of 15% from the 1995 second quarter.  The Emerging Markets
business  earned $433 million on revenue of $853 million,  which  increased 12%.
Global  Relationship  Banking  earned $211  million on revenue of $944  million,
which declined 7% from the 1995 quarter.

     Credit costs,  including securitized cards, were $735 million, up from $721
million in the preceding quarter and $639 million in the 1995 second quarter. At
June 30, 1996, total reserves (including reserves for sold portfolios) were $5.9
billion.

     Citicorp continued to build its reserves for possible credit losses, adding
$50 million above net credit losses, primarily related to Cards, consistent with
the practice in recent quarters.

     The  company  bought  back 9.6 million  shares of common  stock  during the
quarter for $777  million  under its  announced  stock  repurchase  plan.  Total
repurchases in the 1996 first half were 19.2 million shares for $1.5 billion.

     Tier 1 capital was $19.1  billion,  total  capital was  estimated  at $28.1
billion,  and the Tier 1 and total  capital  ratios were  estimated  at 8.4% and
12.3%, respectively. The ratio of common equity to total assets was 6.7%.

     Details follow:


<PAGE>


Page 3 - Citicorp 1996 Second Quarter Results



CONSUMER  BUSINESS  RESULTS SHOW GLOBAL GROWTH,  WITH CARD EARNINGS  AFFECTED BY
HIGHER CREDIT COSTS

CONSUMER BUSINESSES
($ IN MILLIONS)

SECOND QUARTER                 1996       1995   CHANGE
ADJUSTED REVENUE              $3,319     $3,034     9%
ADJUSTED OPERATING EXPENSE     1,799      1,711     5
OPERATING MARGIN               1,520      1,323    15
CREDIT COSTS                     762        616    24
INCOME BEFORE TAXES              708        657     8
NET INCOME                       491        436    13
RETURN ON ASSETS                1.58%      1.46%

FIRST HALF
ADJUSTED REVENUE              $6,572     $5,980     10%
ADJUSTED OPERATING EXPENSE     3,540      3,367      5
OPERATING MARGIN               3,032      2,613     16
CREDIT COSTS                   1,468      1,152     27
INCOME BEFORE TAXES            1,464      1,361      8
NET INCOME                     1,004        897     12
RETURN ON ASSETS                1.62%      1.53%


     The 13%  improvement  in net income from the 1995 second quarter was led by
Citibanking, up 30%, and the Private Bank, up 60%, while Cards earnings declined
5%.  Consumer  credit  costs  were $762  million,  up from $706  million  in the
preceding  quarter and $616 million in the 1995 second quarter,  chiefly because
of a rise in credit losses in the U.S. bankcard business.

     The net credit loss ratio was 2.38% in the quarter, compared with 2.19% and
1.99% in the 1996 preceding  quarter and the 1995 second quarter,  respectively.
The managed consumer loan delinquency ratio was 2.91% at June 30, 1996, compared
with  3.03%  at the end of the  preceding  quarter  and  3.14% at the end of the
prior-year second quarter.

     On a geographic basis, net income from consumer  activities in the emerging
markets increased by 16% to $226 million from the 1995 second quarter, while net
income in the developed markets improved by 10% to $265 million.


CITIBANKING
Citibanking--business through Citibank's worldwide branch network and electronic
delivery  systems--earned  $177  million,  a gain of 30%,  from the 1995  second
quarter.  Pretax  income  of $262  million  was  22%  higher  than  in the  same
year-earlier quarter.


<PAGE>


Page 4 - Citicorp 1996 Second Quarter Results

     Revenue and expense  both  increased  8%, with the higher  expense  largely
reflecting  investment  spending  on branded  distribution  designed  to enhance
customer  service,  particularly to support  electronic  banking and the further
conversion of existing branches and opening of Model Branches,  the standard for
Citibanking  offices.  At June 30, 1996,  the number of Model  Branches was 507,
which is approximately 44% of consumer branches worldwide, after the addition of
30 new Model Branches in the quarter.

     In the year  since  Citibank  began  eliminating  fees for most  electronic
banking in the  United  States,  enrollment  in PC  banking  products  increased
six-fold.  Citibank in Hong Kong  introduced  PC banking  during the 1996 second
quarter,  joining Brazil, the United Kingdom and the United States as the fourth
country to offer banking through personal computers.

     Credit  costs of $161  million were down 10%, and the credit loss ratio was
0.99%,  compared  with 0.97% in the  preceding  quarter  and 1.14% in the second
quarter  of last  year.  Managed  loans  delinquent  90 days or more  were  $2.7
billion,  compared with $2.8 billion in both the preceding  quarter and the 1995
second  quarter,  representing  delinquency  ratios of 4.05%,  4.18% and  4.37%,
respectively.

     Customer  investment  assets  under  management  by Citibank  Global  Asset
Management,  a part of Investment  Products and Distribution  which oversees the
activities  of over 200  local,  regional  and  global  funds  around the world,
exceeded $80 billion at June 30, 1996.  Because these investment  assets include
those for Citibanking customers,  Private Banking clients and corporations,  the
financial  results  of  managing  these  funds  are  reflected  in each of those
businesses.  During the quarter,  CitiSelect  portfolios,  which are designed to
simplify asset  allocation,  were introduced in eight Asian countries and in the
United States.

CARDS
The Cards  business  worldwide--bankcards,  Diners Club and private label credit
cards--earned  $242  million in the quarter,  down $13 million,  or 5%, from the
1995 second quarter. The emerging markets business represented approximately 30%
of Cards earnings,  compared with 26% in the prior-year  quarter.  Pretax income
was $351 million, compared with $390 million in the same year-ago quarter.

     Revenue in the U.S. bankcard business was up 12%; and emerging markets card
revenue  was 25% higher.  Revenue in other  markets  and  products  was down 9%,
primarily because of declines in the private label business.

     Expense in U.S. bankcards was down 5% from last year's
second quarter.  Expense in emerging market cards was up 25%
from


<PAGE>


Page 5 - Citicorp 1996 Second Quarter Results

the prior year, reflecting expansion of the business.

     Cards were  successfully  introduced  in the quarter in the Bahamas,  Costa
Rica, Guatemala, Jamaica, Turkey and Venezuela following recent introductions in
the Dominican Republic and Peru.  Citibank AAdvantage cards have been introduced
in 1996 into six Latin  American  countries,  bringing to 11 the number of Latin
countries, plus Puerto Rico, where Citibank has made this premium card available
in recent years.

     The number of cards in force worldwide  (including  affiliates) exceeded 59
million at the end of the quarter. Charge volumes in the U.S. bankcards business
increased $2.3 billion,  or 10.8%,  from the 1995 second  quarter,  while charge
volumes on Citicorp-issued cards in Asia Pacific jumped 26%.

     Managed  card  receivables  in the U.S.  bankcards  business  grew from the
year-ago  quarter by $2.3  billion,  or 5.6%, to $42.8 billion at June 30, 1996,
and were up slightly  from $42.6  billion at the end of the 1996 first  quarter.
The reduced  growth  compared  with the prior  quarter  was due to  competition,
tighter credit standards and seasonality.

     Credit  costs for  worldwide  cards  increased  to $611  million  from $547
million in the 1996 first  quarter and $422 million in the 1995 second  quarter.
Consistent  with broad  industry  trends,  net credit losses in the managed U.S.
bankcards  portfolio  increased  to $522  million,  up $55 million from the 1996
first quarter and up $159 million from the 1995 second  quarter.  The loss ratio
in that  portfolio  rose to 4.99% in the second  quarter  from 4.38% in the 1996
first  quarter  and 3.75% in the 1995  second  quarter,  while  loans  that were
delinquent  90 days or more totaled $732  million,  or 1.73% of that  portfolio,
down from $759 million, or 1.80%, at March 31, 1996.

     Cards  continued  to build  reserves  for possible  credit  losses,  with a
provision  of $49 million  above net credit  losses in the 1996 second  quarter,
consistent with $49 million in the preceding quarter and $40 million in the 1995
second quarter.

PRIVATE BANK
Private  banking net income of $72 million was up $27 million,  or 60%, from the
1995 second  quarter,  principally  reflecting  improved  credit  experience and
broad-based revenue growth.  Pretax income was $95 million, up 79% from the same
1995 quarter.

     Revenue grew 9% from the year-ago  quarter,  while  expense  increased  2%,
resulting in a margin  increase of 23%. Net credit  recoveries of $10 million in
the  quarter  compared  with $16  millon  of credit  costs in the same  year-ago
period.

     Client business volumes under management at the end of the
quarter totaled $92 billion, up 13% from a year earlier.  (As


<PAGE>


Page 6 - Citicorp 1996 Second Quarter Results

previously  indicated,  a portion of Private  Bank client  assets are managed by
Citibank Global Asset Management.)

EMERGING MARKETS EXPANDS BANKING FOR CORPORATE CUSTOMERS;
GLOBAL RELATIONSHIP BANKING CONTINUES REPOSITIONING

(CORPORATE) BANKING
($ IN MILLIONS)

SECOND QUARTER                 1996       1995   CHANGE
ADJUSTED REVENUE              $1,797     $1,775      1%
ADJUSTED OPERATING EXPENSE     1,087      1,023      6
OPERATING MARGIN                 710        752     (6)
CREDIT COSTS                     (27)        23     NM
INCOME BEFORE TAXES              737        704      5
NET INCOME                       644        560     15
RETURN ON ASSETS                1.86%      1.51%

FIRST HALF
ADJUSTED REVENUE              $3,413     $3,333      2%
ADJUSTED OPERATING EXPENSE     2,093      1,976      6
OPERATING MARGIN               1,320      1,357     (3)
CREDIT COSTS                     (12)        25     NM
INCOME BEFORE TAXES            1,332      1,282      4
NET INCOME                     1,115        959     16
RETURN ON ASSETS                1.61%      1.30%

     Net income from global corporate banking  activities of $644 million in the
second  quarter  was up 15% from the 1995  second  quarter  on  revenue  of $1.8
billion.  Return on average assets was 1.86%,  an improvement  from 1.51% in the
same 1995 quarter.

     Net income from Emerging Markets corporate banking was $433 million, 67% of
total corporate banking earnings,  and Global Relationship  Banking's net income
was $211 million  (without  inclusion of business  done in emerging  markets for
customer relationships managed jointly).

     Helped  by trends  toward  outsourcing  by  customers,  Global  Transaction
Services  contracts were awarded during the quarter by 200 corporate,  financial
and governmental customers.

     Citibank won 39 awards in "Euromoney" magazine's annual rankings, including
best bank  worldwide  and best bank in  emerging  markets,  both for the  second
straight  year.  For the 18th  straight  year,  Citibank was named best bank for
foreign exchange in the "Euromoney"  customer survey,  and the bank was first in
"Risk" magazine's derivatives ranking, based on a customer survey.




<PAGE>


Page 7 - Citicorp 1996 Second Quarter Results

EMERGING MARKETS
Net income from banking for corporate  customers in the emerging markets totaled
$433 million in the quarter, up $91 million, or 27%, from the same 1995 quarter,
as revenue grew by 12%. The results  represented a return on assets of 3.00%, up
from 2.80% in the 1995 second quarter.

     Pretax income  totaled $459 million,  up 16% from the 1995 second  quarter.
The  effective  income tax rate in the quarter was 6%,  compared with 14% in the
1995 second quarter.

     Revenue of $853 million increased $93 million, or 12%, from the 1995 second
quarter.  The results were  characterized by strong base business growth in loan
products and transaction  services, a decline in trading-related  revenue of $18
million and an increase in asset and securities gains of $64 million.  About 19%
of the revenue in the Emerging  Markets  business was  attributable  to business
from multinational companies managed with Global Relationship Banking, with that
revenue having grown 7% from the second quarter of 1995.

     Expense  increased 14% from the 1995 second quarter,  primarily  reflecting
higher business  volumes and investment  spending to build the franchise.  Since
the second  quarter of 1995,  banking  operations  were  initiated  in Slovakia,
Romania,  Lebanon, and Israel. In addition,  operations were expanded by opening
additional  offices  or  converting   representative   offices  to  branches  or
subsidiaries in China,  Russia,  Peru, South Africa, and Tanzania.  Preparations
were  completed  for the  opening in early July of the Citi  Islamic  Investment
Bank, a wholly owned subsidiary in Bahrain.

     Credit costs remained low during the quarter,  resulting in a net credit of
$8 million, compared with a net charge of $9 million in the 1995 second quarter.
Credit costs in the 1996 quarter reflect a $21 million  recovery  related to the
restructuring agreement concluded with Slovenia.

     Debt  restructuring  activities  during the  second  quarter  included  the
signing of an agreement  with Panama,  negotiation  of an agreement with Croatia
and distribution of a term sheet to Peru's international  commercial  creditors.

GLOBAL  RELATIONSHIP  BANKING
Net income from the GRB business in North America,Europe and Japan  totaled
$211  million,  down  slightly  from the 1995  second quarter. Pretax income 
was $278 million, down 9% from the 1995 second quarter.

     Average  assets  continued to decline,  down by $19 billion from the second
quarter  of  1995,  as the GRB  continued  to focus  on  asset  utilization  and
improvement of returns. Return on average assets of 1.05% improved from 0.87% in
the 1995 second quarter.



<PAGE>


Page 8 - Citicorp 1996 Second Quarter Results

     Revenue of $944 million  declined $71 million from the 1995 second quarter.
The results reflected stable business in loan products and growth in transaction
services, offset by declines in both trading-related revenue and venture capital
revenue of $102 million and $81 million, respectively. The results also included
a $110 million gain from the sale of an automated  trading  business,  which was
part of the company's former information  initiatives.  Trading-related  results
amounted to $177 million and included a one-time  charge of $60 million  related
to  certain  mortgage-backed  securities  activities.  Expense  of $685  million
increased 2% compared with the 1995 quarter due  primarily to higher  volumes in
transaction services and investment in technological infrastructure.

     Credit costs in the quarter were a credit of $19 million,  compared  with a
charge of $14 million in the 1995  second  quarter.  The second  quarter of 1995
also included a provision in excess of net write-offs of $25 million.


OTHER ITEMS

     Revenues and expenses  were both deflated by  approximately  2% compared to
the year earlier quarter, due to a stronger U.S. dollar.

     Citicorp's effective tax rate was 38% in the quarter,  compared with 39% in
the 1995 second quarter.  The 1995 full-year  effective tax rate was 38%. Income
taxes are attributed to core  businesses on the basis of local tax rates,  which
amounted to an  effective  rate of 21% in the quarter and 27% in the 1995 second
quarter  (29% for the full 1995  year),  reflecting  changes  in the  nature and
geographic  mix of  earnings.  The  difference  between  the  local tax rate and
Citicorp's overall effective rate in each period is included in corporate items.

     Corporate  items  included an investment  writedown of $50 million in Latin
America; the year-ago quarter included a similar charge of $70 million.

     Average  common  shares  outstanding  for the  purpose of  computing  fully
diluted  earnings per share in the 1996 second quarter were 492.1 million versus
500.8 million in the  preceding  1996 quarter,  principally  reflecting  the net
effect of the share repurchase program and employee stock plans.

     With the repurchase of 9.6 million shares of common stock in the quarter at
a total cost of $777 million, the number of shares acquired since June 20, 1995,
when the Board of Directors  authorized the stock  repurchase  program,  totaled
42.2 million at



<PAGE>


Page 9 - Citicorp 1996 Second Quarter Results

a cost of $3.0 billion.  As expanded in January 1996,  the program is authorized
to make total purchases for up to $4.5 billion through January 1998.



Tables detailing key financial data, an analysis of operating  margin,  business
results and credit indicators follow, along with financial  statements.  Further
details  concerning  the  financial  results  will be  available  next  month in
Citicorp's Form 10-Q.





<PAGE>


Page 10 - Citicorp Second Quarter 1996 results - 7/16/96

KEY RATIOS & OTHER CONSOLIDATED FINANCIAL DATA

                           Second Quarter  %     Six Months    %
                            1996    1995  Chg   1996    1995  Chg
                            ----    ----  ---   ----    ----  ---

NET INCOME ($M).........  $  952  $  853  12  $1,866  $1,682  11

NET INCOME PER COMMON SHARE:
On Common & Common
 Equivalent Shares......  $ 1.86  $ 1.76   6  $ 3.68  $ 3.47   6

Assuming Full Dilution..  $ 1.86  $ 1.57  18  $ 3.61  $ 3.09  17

PER SHARE DATA:
Common Stockholders'
 Equity.................  $37.73  $37.35   1

Closing Stock Price
 at Quarter End.........  $82.75  $57.88  43


PROFITABILITY RATIOS (Annualized):
Return on Total Assets..    1.43%   1.25%       1.40%   1.25%

Return on Common
 Stockholders' Equity...    20.8%   20.9%       20.5%   21.3%

Return on Total
 Stockholders' Equity...    19.3%   18.1%       19.0%   18.4%

CAPITAL:
 Tier 1 ($B)............  $ 19.1  $ 18.6
 Tier 1 & 2 ($B)(A).....    28.1    27.3

 Tier 1 Ratio(A)........     8.4%    8.4%
 Tier 1 & 2 Ratio(A)....    12.3    12.4

 Common Equity as a
   % of Total Assets....     6.7%    6.0%
 Total Equity as a
   % of Total Assets....     7.5%    7.6%

DIVIDENDS DECLARED ($M):
   Common...............  $  216  $  119      $  426  $  238
   Preferred............      38      96          85     188


(A) 1996 Estimated.


<PAGE>


Page 11 - Citicorp Second Quarter 1996 results - 7/16/96

OPERATING MARGIN
($ Millions)

                         Second Quarter %      Six Months     %
                         1996    1995  Chg    1996     1995  Chg
                        ------  ------ ---   ------   ------ ---

Total Revenue ........ $4,993  $4,689    6  $ 9,821  $9,132    8

Effect of Credit Card
 Securitization.......    349     226   54      643     448   44
Net Cost to Carry(A)..    (26)      8   NM      (31)      8   NM
                        -----   -----        ------   -----

Adjusted Revenue......  5,316   4,923    8   10,433   9,588    9
                        -----   -----        ------   -----

Total Operating
 Expense..............  2,978   2,798    6    5,838   5,491    6

Net OREO Benefits(B)..     17      13   31       29      13   NM
                        -----   -----        ------   -----
Adjusted Operating
 Expense..............  2,995   2,811    7    5,867   5,504    7
                        -----   -----        ------   -----

Operating Margin......  2,321   2,112   10    4,566   4,084   12

Consumer Credit
 Costs(C).............    762     616   24    1,468   1,152   27
Commercial Credit
 Costs(D).............    (27)     23   NM      (12)     25   NM
                        -----   -----        ------   -----
Operating Margin
 Less Credit Costs....  1,586   1,473    8    3,110   2,907    7

Additional
 Provision(E).........     50      75  (33)     100     150  (33)
                        -----   -----        ------   -----

Income Before Taxes .. $1,536  $1,398   10  $ 3,010  $2,757    9
                        =====   =====        ======   =====
(A) Principally the net cost to carry commercial cash-basis loans and Other Real
    Estate Owned ("OREO").
(B) Principally  gains and losses on sales,  direct  revenue  and  expense,  and
    writedowns on commercial OREO.
(C) Principally consumer net credit write-offs adjusted for the effect of credit
    card securitization.
(D) Includes  commercial net credit write-offs,  net cost to carry, and net OREO
    benefits.
(E) Primarily  provision for credit losses in excess of net  write-offs. 
 NM Not meaningful, as percentage exceeds 100%.


<PAGE>


Page 12 - Citicorp Second Quarter 1996 results - 7/16/96

BUSINESS FOCUS
Net Income (Loss)

($ Millions)

                        Second Quarter   %     Six Months     %
                         1996   1995(A) Chg   1996   1995(A) Chg
                        -----   -----   ---  ------  ------  ---

Consumer.............  $  491  $ 436    13  $1,004  $  897    12

(Corporate)Banking(B)     644    560    15   1,115     959    16
                        -----   ----         -----   -----
  Core Businesses....   1,135    996    14   2,119   1,856    14

Corporate Items(C)...    (183)  (143)  (28)   (253)   (174)  (45)
                        -----   ----         -----   -----

Total Citicorp.......  $  952  $ 853    12  $1,866  $1,682    11
                        =====   ====         =====   =====

SUPPLEMENTAL INFORMATION:

CONSUMER:

  Citibanking........  $  177  $ 136    30  $  360  $  284    27
  Cards..............     242    255    (5)    507     519    (2)
  Private Banking....      72     45    60     137      94    46
                        -----   ----         -----   -----

  Total..............  $  491  $ 436    13  $1,004  $  897    12
                        =====   ====         =====   =====


  Developed Markets..  $  265  $ 242    10  $  554  $  510     9
  Emerging Markets...     226    194    16     450     387    16
                        -----   ----         -----   -----

  Total..............  $  491  $ 436    13  $1,004  $  897    12
                        =====   ====         =====   =====

(CORPORATE)BANKING(B)
  Emerging Markets...  $  433  $ 342    27  $  826  $  613    35
  Global Relationship
   Banking...........     211    218    (3)    289     346   (16)
                        -----   ----         -----   -----

  Total..............  $  644  $ 560    15  $1,115  $  959    16
                        =====   ====         =====   =====



(A) Reclassified to conform to current quarter's presentation.
(B) (Corporate) Banking activities include the results of the
    Cross Border Refinancing and the North America Commercial
    Real Estate portfolios in the Emerging Markets and Global
    Relationship Banking, respectively.
(C) See Corporate Items section for details.


<PAGE>


Page 13 - Citicorp Second Quarter 1996 results - 7/16/96

CONSUMER
($ Millions)
                        Second Quarter  %      Six Months    %
                         1996  1995(A) Chg    1996   1995(A)Chg
                        ------ ------  ---   ------  ------ ---

Total Revenue........  $2,979  $2,805    6  $5,939  $5,525    7
Effect of Credit Card
 Securitization......     349     226   54     643     448   44
Net Cost to Carry....      (9)      3   NM     (10)      7   NM
                        -----   -----        -----   -----
Adjusted Revenue.....   3,319   3,034    9   6,572   5,980   10
                        -----   -----        -----   -----

Total Operating
 Expense.............   1,801   1,719    5   3,542   3,376    5
Net OREO Costs.......      (2)     (8)  75      (2)     (9)  78
                        -----   -----        -----   -----
Adjusted Operating
 Expense.............   1,799   1,711    5   3,540   3,367    5
                        -----   -----        -----   -----

Operating Margin.....   1,520   1,323   15   3,032   2,613   16
                        -----   -----        -----   -----

Net Write-offs.......     420     379   11     833     688   21
Effect of Credit Card
 Securitization......     349     226   54     643     448   44
Net Cost to Carry and
 Net OREO Costs......      (7)     11   NM      (8)     16   NM
                        -----   -----        -----   -----
Credit Costs.........     762     616   24   1,468   1,152   27
                        -----   -----        -----   -----

Operating Margin
 Less Credit Costs...     758     707    7   1,564   1,461    7
                        -----   -----        -----   -----

Additional Provision.      50      50    -     100     100    -
                        -----   -----        -----   -----
Income Before Taxes..     708     657    8   1,464   1,361    8
Income Taxes.........     217     221   (2)    460     464   (1)
                        -----   -----        -----   -----

Net Income...........  $  491  $  436   13  $1,004  $  897   12
                        =====   =====        =====   =====

Average Assets ($B)..  $  125  $  120    4  $  125  $  118    6

Return on Assets.....    1.58%   1.46%   -    1.62%   1.53%   -

(A)  Reclassified  to  conform  to  current  quarter's   presentation.   
NM  Not meaningful,as percentage exceeds 100%.


<PAGE>


Page 14 - Citicorp  Second Quarter 1996 results - 7/16/96 
CONSUMER(SUPPLEMENTAL DATA) ($ Millions)
                         Second Quarter   %     Six Months     %
                          1996   1995(A) Chg   1996   1995(A) Chg
                         ------  ------  ---  ------  ------  ---
CITIBANKING:
Revenue..............   $1,452  $1,350    8  $2,856  $2,637   8
Operating Expense....    1,028     948    8   1,995   1,852   8
                         -----   -----        -----   -----
Operating Margin.....      424     402    5     861     785  10
Credit Costs ........      161     178  (10)    319     327  (2)
                         -----   -----        -----   -----
Operating Margin
 Less Credit Costs...      263     224   17     542     458  18
Additional Provision.        1      10  (90)      2      12 (83)
                         -----   -----        -----   -----
Income Before Taxes..      262     214   22     540     446  21
Income Taxes.........       85      78    9     180     162  11
                         -----   -----        -----   -----
Net Income...........   $  177  $  136   30  $  360  $  284  27
                         =====   =====        =====   =====
Average Assets($B)...       82      80    3      82      78   5
Return on Assets.....     0.87%   0.68%   -    0.88%   0.73%  -
CARDS(B):
Revenue..............   $1,616  $1,453   11  $3,219  $2,888  11
Operating Expense....      605     601    1   1,217   1,200   1
                         -----   -----        -----   -----
Operating Margin.....    1,011     852   19   2,002   1,688  19
Credit Costs.........      611     422   45   1,158     799  45
                         -----   -----        -----   -----
Operating Margin
Less Credit Costs...      400     430   (7)    844     889   (5)
Additional Provision.      49      40   23      98      88   11
                         -----   -----        -----   -----
Income Before Taxes..      351     390  (10)    746     801  (7)
Income Taxes.........      109     135  (19)    239     282 (15)
                         -----   -----        -----   -----
Net Income...........   $  242  $  255   (5) $  507  $  519  (2)
                         =====   =====        =====   =====
Average Assets($B)...       27      25    8      27      25   8
Return on Assets(C)..     3.60%   4.09%   -    3.78%   4.19%  -
PRIVATE BANKING(D):
Revenue..............   $  251  $  231    9  $  497  $  455   9
Operating Expense....      166     162    2     328     315   4
                         -----   -----        -----   -----
Operating Margin.....       85      69   23     169     140  21
Credit Costs ........      (10)     16   NM      (9)     26  NM
                         -----   -----        -----   -----
Operating Margin
 Less Credit Costs...       95      53   79     178     114  56
Additional Provision.        -       -    -       -       -   -
                         -----   -----        -----   -----
Income Before Taxes..       95      53   79     178     114  56
Income Taxes.........       23       8   NM      41      20  NM
                         -----   -----        -----   -----
Net Income...........   $   72  $   45   60  $  137  $   94  46
                         =====   =====        =====   =====
Average Assets($B)...       16      15    7      16      15   7
Return on Assets.....     1.81%   1.20%   -    1.72%   1.26%  -
(A) Reclassified to conform to current quarter's presentation.
(B) Revenue and Credit Costs adjusted for the effect of credit
    card securitization.
(C) Return on Managed Assets(which  includes securitized bankcard receivables in
    the  U.S.)  was 1.84%  and  2.13% in the  second  quarter  of 1996 and 1995,
    respectively, and 1.92% and 2.18% in the six month periods of 1996 and 1995,
    respectively.
(D) Revenue,  Operating Expense,  Operating Margin and Credit Costs adjusted for
    credit-related items.
NM Not meaningful, as percentage exceeds 100%.


<PAGE>


Page 15 - Citicorp Second Quarter 1996 results - 7/16/96

CONSUMER(SUPPLEMENTAL DATA)(A)
($ Millions)
                          Second Quarter  %      Six Months    %
                          1996   1995(B) Chg   1996   1995(B) Chg
                         ------  ------  ---  ------  ------  ---

DEVELOPED MARKETS:

Revenue..............   $2,415  $2,263    7  $4,805  $4,472    7
Operating Expense....    1,290   1,279    1   2,555   2,524    1
                         -----   -----        -----   -----
Operating Margin.....    1,125     984   14   2,250   1,948   16
Credit Costs ........      664     552   20   1,277   1,046   22
                         -----   -----        -----   -----
Operating Margin
 Less Credit Costs...      461     432    7     973     902    8
Additional Provision.       41      34   21      89      80   11
                         -----   -----        -----   -----
Income Before Taxes..      420     398    6     884     822    8
Income Taxes.........      155     156   (1)    330     312    6
                         -----   -----        -----   -----
Net Income...........   $  265  $  242   10  $  554  $  510    9
                         =====   =====        =====   =====
Average Assets($B)...       87      85    2      88      84    5
Return on Assets.....     1.23%   1.14%   -    1.27%   1.22%   -

EMERGING MARKETS:

Revenue..............   $  904  $  771   17  $1,767  $1,508   17
Operating Expense....      509     432   18     985     843   17
                         -----   -----        -----   -----
Operating Margin.....      395     339   17     782     665   18
Credit Costs ........       98      64   53     191     106   80
                         -----   -----        -----   -----
Operating Margin
 Less Credit Costs...      297     275    8     591     559    6
Additional Provision.        9      16  (44)     11      20  (45)
                         -----   -----        -----   -----
Income Before Taxes..      288     259   11     580     539    8
Income Taxes.........       62      65   (5)    130     152  (14)
                         -----   -----        -----   -----
Net Income...........   $  226  $  194   16  $  450  $  387   16
                         =====   =====        =====   =====
Average Assets($B)...       38      35    9      37      34    9
Return on Assets.....     2.39%   2.22%   -    2.45%   2.30%   -

(A) Revenue,  Operating Expense,  Operating Margin and Credit Costs adjusted for
    credit-related  items.  Additionally,   Revenue  and  Credit  Costs  in  the
    Developed Markets are adjusted for the effect of credit card securitization.
(B) Reclassified to conform to current quarter's presentation.


<PAGE>


Page 16 - Citicorp Second Quarter 1996 results - 7/16/96

(CORPORATE) BANKING
($ Millions)




                        Second Quarter   %     Six Months     %
                         1996  1995(A)  Chg   1996   1995(A) Chg
                        ------ ------   ---  ------  ------  ---

Total Revenue........  $1,814  $1,770    2  $3,434  $3,332    3
Net Cost to Carry....     (17)      5   NM     (21)      1   NM
                        -----   -----        -----   -----
Adjusted Revenue.....   1,797   1,775    1   3,413   3,333    2
                        -----   -----        -----   -----

Total Operating
 Expense.............   1,068   1,002    7   2,062   1,954    6
Net OREO Benefits....      19      21  (10)     31      22   41
                        -----   -----        -----   -----
Adjusted Operating
 Expense.............   1,087   1,023    6   2,093   1,976    6
                        -----   -----        -----   -----

Operating Margin.....     710     752   (6)  1,320   1,357   (3)
                        -----   -----        -----   -----

Net Write-offs.......       9      39  (77)     40      46  (13)
Net Cost to Carry and
 Net OREO Benefits...     (36)    (16)  NM     (52)    (21)  NM
                        -----   -----        -----   -----
Credit Costs.........     (27)     23   NM     (12)     25   NM
                        -----   -----        -----   -----

Operating Margin
 Less Credit Costs...     737     729    1   1,332   1,332    -
                        -----   -----        -----   -----

Additional Provision.       -      25   NM       -      50   NM
                        -----   -----        -----   -----
Income Before Taxes..     737     704    5   1,332   1,282    4
Income Taxes.........      93     144  (35)    217     323  (33)
                        -----   -----        -----   -----

Net Income...........  $  644  $  560   15  $1,115  $  959   16
                        =====   =====        =====   =====

Average Assets ($B)..  $  139  $  149   (7) $  139  $  149   (7)

Return on Assets.....    1.86%   1.51%   -    1.61%   1.30%   -

(A)  Reclassified  to  conform  to  current  quarter's   presentation.   
NM  Not meaningful,as percentage exceeds 100%.


<PAGE>


Page 17 - Citicorp Second Quarter 1996 results - 7/16/96

(CORPORATE)BANKING (SUPPLEMENTAL DATA)(A)
($ Millions)
                        Second Quarter  %      Six Months     %
                        1996   1995(B) Chg    1996   1995(B) Chg
                       ------  ------  ---   ------  ------  ---
EMERGING MARKETS:

Revenue.............. $  853  $  760    12  $1,720  $1,474    17
Operating Expense....    402     354    14     773     668    16
                       -----   -----         -----   -----
Operating Margin.....    451     406    11     947     806    17
Credit Costs ........     (8)      9    NM       2      17   (88)
                       -----   -----         -----   -----
Operating Margin
 Less Credit Costs...    459     397    16     945     789    20
                       -----   -----         -----   -----
Additional Provision.      -       -     -       -       -     -
                       -----   -----         -----   -----
Income Before Taxes..    459     397    16     945     789    20
Income Taxes.........     26      55   (53)    119     176   (32)
                       -----   -----         -----   -----
Net Income........... $  433  $  342    27  $  826  $  613    35
                       =====   =====         =====   =====
Average Assets($B)...     58      49    18      56      48    17
Return on Assets.....   3.00%   2.80%    -    2.97%   2.58%    -

GLOBAL RELATIONSHIP BANKING:

Revenue.............. $  944  $1,015    (7) $1,693  $1,859    (9)
Operating Expense....    685     669     2   1,320   1,308     1
                       -----   -----         -----   -----
Operating Margin.....    259     346   (25)    373     551   (32)
Credit Costs ........    (19)     14    NM     (14)      8    NM
                       -----   -----         -----   -----
Operating Margin
 Less Credit Costs...    278     332   (16)    387     543   (29)
Additional Provision.      -      25    NM       -      50    NM
                       -----   -----         -----   -----
Income Before Taxes..    278     307    (9)    387     493   (22)
Income Taxes.........     67      89   (25)     98     147   (33)
                       -----   -----         -----   -----
Net Income........... $  211  $  218    (3) $  289  $  346   (16)
                       =====   =====         =====   =====

Average Assets($B)...     81     100   (19)     83     101   (18)
Return on Assets.....   1.05%   0.87%    -    0.70%   0.69%    -


(A) Revenue,  Operating Expense,  Operating Margin and Credit Costs adjusted for
    credit-related items.
(B)  Reclassified  to  conform  to  current  quarter's   presentation.   
NM  Not meaningful, as percentage exceeds 100%.


<PAGE>


Page 18 - Citicorp Second Quarter 1996 results - 7/16/96

CORPORATE ITEMS(A)
($ Millions)




                        Second Quarter   %      Six Months      %
                        1996  1995(B)   Chg    1996   1995(B) Chg
                       ------ ------    ---   ------  ------  ---


Revenue.............  $  200  $  114    75   $  448  $  275   63

Operating Expense...     109      77    42      234     161   45
                       -----   -----          -----   -----

Income Before Taxes.      91      37    NM      214     114   88

Income Taxes........     274     180    52      467     288   62
                       -----   -----          -----   -----

Net Loss............  $ (183) $ (143)  (28)  $ (253) $ (174) (45)
                       =====   =====          =====   =====


















(A) Corporate Items revenue  principally  reflects amounts derived from charging
    businesses for funds  employed.  Expenses  represent  unallocated  corporate
    costs,  while income taxes include the offset created by attributing  income
    taxes to business activities on a local tax basis.
(B)  Reclassified  to  conform  to  current  quarter's   presentation.   
NM  Not meaningful, as percentage exceeds 100%.



<PAGE>


Page 19 - Citicorp Second Quarter 1996 results - 7/16/96

ASSET QUALITY
COMMERCIAL CASH-BASIS LOANS AND OREO

($ Millions)                 2Q      1Q      4Q      3Q      2Q
                            1996    1996    1995    1995    1995
                           ------  ------  ------  ------  ------
Comm'l Cash-Basis Loans:

 Collateral-Dependent(A)  $  677  $  763  $  779  $  899  $1,040
 Other..................     677     766     755     775     612
                           -----   -----   -----   -----   -----
Total Commercial
 Cash-Basis Loans.......   1,354   1,529   1,534   1,674   1,652
Commercial OREO.........     528     518     625     960   1,054
                           -----   -----   -----   -----   -----
Total Commercial
 Cash-Basis Loans & OREO  $1,882  $2,047  $2,159  $2,634  $2,706
                           =====   =====   =====   =====   =====
Comm'l Cash-Basis Loans:
 N.A. Commercial
  Real Estate...........  $  782  $  862  $  862  $1,010  $1,177
 Other..................     572     667     672     664     475
                           -----   -----   -----   -----   -----
Total Commercial
 Cash-Basis Loans.......  $1,354  $1,529  $1,534  $1,674  $1,652
                           =====   =====   =====   =====   =====

ALLOWANCE FOR CREDIT LOSSES

Consumer................  $2,000  $1,966  $1,944  $1,931  $1,923
Commercial..............   3,424   3,424   3,424   3,410   3,385
                           -----   -----   -----   -----   -----
Total...................  $5,424  $5,390  $5,368  $5,341  $5,308
                           =====   =====   =====   =====   =====
Reserve for Consumer
 Sold Portfolios........  $  466  $  482  $  486  $  473  $  467

ALLOWANCE AS A PERCENTAGE
 OF TOTAL LOANS

Consumer................    1.90%   1.89%   1.84%   1.88%   1.91%
Commercial..............    5.48    5.58    5.71    5.89    5.90

Total...................    3.23%   3.26%   3.24%   3.32%   3.36%

ADDITIONAL DATA

Commercial Allowance
 as a % of Total Commercial
 Cash-Basis Loans.......     253%    224%    223%    204%    205%
Commercial Renegotiated
 Loans..................  $  335  $  338  $  421  $  395  $  385
Consumer Cash-Basis
 Loans..................  $2,545  $2,719  $2,660  $2,665  $2,697
Assets Pending
 Disposition(A).........  $  180  $  192  $  205  $  195  $  195
Consumer OREO ..........  $  497  $  530  $  529  $  561  $  545


(A) Carried at lower of cost or collateral value.


<PAGE>


Page 20 - Citicorp Second Quarter 1996 results - 7/16/96

DETAILS OF CREDIT LOSS EXPERIENCE
($ Millions)





                             2Q      1Q      4Q      3Q      2Q
                            1996    1996    1995    1995    1995
                           ------  ------  ------  ------  ------
NET WRITE-OFFS:

Consumer .............    $  420  $  413  $  441  $  415  $  379

Commercial............         9      31      26      86      52
                           -----   -----   -----   -----   -----

Total.................    $  429  $  444  $  467  $  501  $  431
                           =====   =====   =====   =====   =====






PROVISION FOR
 CREDIT LOSSES:

Consumer..............    $  470  $  463  $  491  $  465  $  429

Commercial............         9      31      40     111      64
                           -----   -----   -----   -----   -----

Total.................    $  479  $  494  $  531  $  576  $  493
                           =====   =====   =====   =====   =====




<PAGE>


Page 21 - Citicorp Second Quarter 1996 results - 7/16/96

CONSOLIDATED STATEMENT OF INCOME        CITICORP and Subsidiaries
(In Millions of Dollars,
 Except Per Share Amounts)

                       Second Quarter   %     Six Months       %
                        1996    1995   Chg   1996     1995    Chg
                       -----   -----   ---  ------   ------   ---

Interest Revenue..... $5,751  $5,713    1  $11,527  $11,310    2
Interest Expense.....  3,023   3,245   (7)   6,114    6,517   (6)
                       -----   -----        ------   ------
 Net Interest Revenue  2,728   2,468   11    5,413    4,793   13
                       -----   -----        ------   ------
Fees & Commissions...  1,349   1,263    7    2,661    2,525    5
Trading Account......    106     142  (25)     196      181    8
Foreign Exchange.....    214     323  (34)     419      628  (33)
Securities Trans.....     39      18   NM      141       44   NM
Other Revenue........    557     475   17      991      961    3
                       -----   -----        ------   ------
 Total Fees, Commissions
  and Other Revenue..  2,265   2,221    2    4,408    4,339    2
                       -----   -----        ------   ------
TOTAL REVENUE........  4,993   4,689    6    9,821    9,132    8
                       -----   -----        ------   ------
PROVISION FOR
 CREDIT LOSSES.......    479     493   (3)     973      884   10
                       -----   -----        ------   ------
Operating Expense:
 Salaries............  1,212   1,119    8    2,344    2,199    7
 Employee Benefits...    331     343   (3)     668      641    4
 Net Premises &
  Equipment Expense..    439     417    5      896      827    8
 Other Expense.......    996     919    8    1,930    1,824    6
                       -----   -----        ------   ------
TOTAL OPERATING
 EXPENSE.............  2,978   2,798    6    5,838    5,491    6
                       -----   -----        ------   ------
INCOME BEFORE TAXES..  1,536   1,398   10    3,010    2,757    9
INCOME TAXES.........    584     545    7    1,144    1,075    6
                       -----   -----        ------   ------
NET INCOME........... $  952  $  853   12  $ 1,866  $ 1,682   11
                       =====   =====        ======   ======
INCOME APPLICABLE
 TO COMMON STOCK..... $  914  $  757   21  $ 1,785  $ 1,492   20
                       =====   =====        ======   ======
EARNINGS PER SHARE:

On Common & Common
 Equivalent Shares... $ 1.86  $ 1.76       $  3.68  $  3.47
Assuming Full
 Dilution...........  $ 1.86  $ 1.57       $  3.61  $  3.09



NM Not meaningful, as percentage exceeds 100%.


<PAGE>


Page 22 - Citicorp Second Quarter 1996 results - 7/16/96

CONSOLIDATED BALANCE SHEET            CITICORP and Subsidiaries
(In Millions of Dollars)
                                      June 30       Dec. 31    %
                                        1996          1995    Chg
                                      -------       -------   ---
ASSETS
Cash and Due from Banks.........     $  7,066      $  5,723   23
Deposits at Interest with Banks.       10,554         9,028   17
Securities:
 Available for Sale.............       22,710        18,213   25
 Venture Capital................        1,803         1,854   (3)
Trading Account Assets..........       29,882        32,093   (7)
Federal Funds Sold &
 Securities Purchased
 Under Resale Agreements........        9,889         8,113   22
Loans, Net of Unearned Income
 Consumer.......................      105,363       105,643    -
 Commercial.....................       62,510        59,999    4
                                      -------       -------
    Total Loans, Net............      167,873       165,642    1
Allowance for Credit Losses.....       (5,424)       (5,368)  (1)
Customers' Acceptance Liability.        1,981         1,542   28
Premises & Equipment, Net.......        4,428         4,339    2
Interest & Fees Receivable......        2,938         2,914    1
Other Assets....................       13,124        12,760    3
                                      -------       -------
Total...........................     $266,824      $256,853    4
                                      =======       =======
LIABILITIES
Non-Int. Deposits (in the U.S.).     $ 13,262      $ 13,388   (1)
Int. Deposits (in the U.S.).....       37,994        36,700    4
Non-Int. Deposits (Outside the
 U.S.)..........................        8,745         8,164    7
Int. Deposits(Outside the U.S.).      115,782       108,879    6
                                      -------       -------
    Total Deposits..............      175,783       167,131    5
Trading Account Liabilities.....       18,145        18,274   (1)
Purchased Funds &
 Other Borrowings...............       17,519        16,334    7
Acceptances Outstanding.........        2,033         1,559   30
Accrued Taxes & Other Expenses..        5,460         5,719   (5)
Other Liabilities...............        8,477         9,767  (13)
Long-Term Debt and Subordinated
 Capital Notes..................       19,477        18,488    5
STOCKHOLDERS' EQUITY (A)
Preferred Stock
 (Without Par Value)............        2,078         3,071  (32)
Common Stock (Par value $1.00)..          505           461   10
Surplus.........................        6,518         5,702   14
Retained Earnings ..............       12,882        12,190    6
Net Unrealized Gains -
 Securities Available for Sale..          297           132   NM
Foreign Currency Translation....         (469)         (437)  (7)
Common Stock in Treasury,
 at Cost .......................       (1,881)       (1,538) (22)
                                      -------       -------
    Total Stockholders' Equity..       19,930        19,581    2
                                      -------       -------
Total...........................     $266,824      $256,853    4
                                      =======       =======
(A) During 1996 the  remaining  Convertible  Preferred  Stock,  Series 12 and 13
    totaling $993 million,  were converted to common  stockholders'  equity. The
    $590 million Series 12 conversion  resulted in increases to common stock and
    surplus,  while the $403  million  Series  13  conversion  resulted  in $1.1
    billion issuance from treasury stock and a reduction in retained earnings of
    $0.7 billion.  Treasury  stock at June 30, 1996 also reflects the repurchase
    of 19.2  million  common  shares at a cost of $1.5  billion  during  the six
    months of 1996.

NM Not meaningful, as percentage exceeds 100%.


<PAGE>


Page 23 - Citicorp Second Quarter 1996 results - 7/16/96

ADDITIONAL FINANCIAL DATA
                          2Q       1Q       4Q      3Q      2Q
                         1996     1996     1995    1995    1995
                        ------   ------   ------  ------  ------
NET INTEREST
 REVENUE(A)
($ Millions)

Net Interest
 Revenue.............. $ 2,736  $ 2,693  $ 2,569 $ 2,606 $ 2,476
Effect of Credit Card
 Securitization.......     615      570      537     508     497
                        ------   ------   ------  ------  ------
Total Adjusted Net
 Interest Revenue..... $ 3,351  $ 3,263  $ 3,106 $ 3,114 $ 2,973
                        ======   ======   ======  ======  ======
Net Interest Margin...    4.77%    4.74%    4.51%   4.67%   4.42%
Net Interest Margin
 (Adjusted)(B)........    5.25%    5.15%    4.91%   5.04%   4.80%

CONSOLIDATED AVERAGE
 BALANCES

Loans($B):
 Consumer............. $   104  $   104  $   103 $   101 $    99
 Commercial...........      60       59       58      56      57
                        ------   ------   ------  ------  ------
Total Average
 Loans($B)............ $   164  $   163  $   161 $   157 $   156
                        ======   ======   ======  ======  ======
Average Credit Card
 Securitization($B)... $    26  $    26  $    25 $    24 $    23
Total Average
 Assets($B)........... $   268  $   268  $   266 $   266 $   273
Avg. Interest
 Earning Assets($B)
    -As Reported...... $   231  $   229  $   226 $   221 $   225
    -Adjusted(B)...... $   257  $   255  $   251 $   245 $   248
Common
 Stockholders'
 Equity ($M).......... $17,713  $17,362  $16,166 $15,716 $14,568
Preferred
 Equity ($M)..........   2,078    2,367    3,169   3,717   4,326
                        ------   ------   ------  ------  ------
Total Average
 Stockholders'
 Equity ($M).......... $19,791  $19,729  $19,335 $19,433 $18,894
                        ======   ======   ======  ======  ======

(A) Taxable Equivalent Basis.
(B) Adjusted for the effect of credit card securitization.


<PAGE>


Page 24 - Citicorp Second Quarter 1996 results - 7/16/96

EARNINGS PER SHARE DATA
                            Second Quarter        Six Months
                             1996      1995      1996      1995
                           -------   -------   ------    -------
On Common and Common
 Equivalent Shares(A):

 Earnings($ Millions)...  $    914  $    780  $  1,785  $  1,539

 Shares(Thousands)......   491,819   444,489   485,217   443,607

 Earnings Per Share.....  $   1.86  $   1.76  $   3.68  $   3.47



Assuming Full Dilution(B):

 Earnings($ Millions)...  $    914  $    814  $  1,790  $  1,607

 Shares(Thousands)......   492,148   519,471   496,454   520,794

 Earnings Per Share.....  $   1.86  $   1.57  $   3.61  $   3.09



COMMON SHARES OUTSTANDING
(In Thousands)

 End Of Period..........                       473,164   414,403



(A)For the second  quarter and six months of 1996,  earnings per share on common
   and common  equivalent  shares  included  shares  issued upon  conversion  of
   Convertible Preferred Stock, Series 12 and 13, commencing with the conversion
   dates. For the second quarter and six months of 1995, dividends on Conversion
   Preferred  Stock,  Series 15 (which was  redeemed in full  during  1995) were
   added back to income  applicable  to common  stock,  and the number of shares
   issuable on conversion  were added to  weighted-average  shares  outstanding.
   Added to shares  outstanding  for the 1996 and 1995  second  quarter  and six
   month  periods  are other  common  equivalent  shares and book  value  shares
   issuable under certain benefit plans.

(B)For the second  quarter and six months of 1995,  the  dividends on Conversion
   Preferred  Stock,  Series 15 were added back to income  applicable  to common
   stock,  and the  number  of  shares  issuable  on  conversion  were  added to
   weighted-average  shares  outstanding.  Additionally,  for  the  1995  second
   quarter and the six month periods of 1996 and 1995,  dividends on Convertible
   Preferred  Stock,  Series 12 and 13 are added  back to income  applicable  to
   common  stock,  and the shares  issuable  on  conversion  are added to shares
   outstanding.  From  conversion  dates  forward,  these shares are included in
   weighted-average  common shares outstanding.  The number of common equivalent
   and book value shares are calculated on a fully diluted basis as well.


<PAGE>


Page 25 - Citicorp Second Quarter 1996 results - 7/16/96

OTHER REVENUE
($ Millions)
                         Second Quarter  %      Six Months    %
                          1996  1995(A) Chg    1996  1995(A) Chg
                         -----  -----   ---   -----  -----   ---

Securitized Credit
 Card Receivables...... $ 215  $  244   (12) $ 448  $ 460     (3)

Venture Capital Gains..   107     188   (43)   145    273    (47)

Affiliate Earnings.....    83      52    60    145    107     36

Net Asset Gains(Losses)
 and Other Items.......   152      (9)   NM    253    121     NM
                         ----   -----         ----   ----

Total.................. $ 557  $  475    17  $ 991  $ 961      3
                         ====   =====         ====   ====

TRADING-RELATED REVENUE
($ Millions)
                         Second Quarter  %      Six Months    %
                          1996  1995(A) Chg    1996  1995(A) Chg
                         -----  -----   ---   -----  -----   ---
By Income Statement Line:

 Trading and
  Foreign Exchange..... $ 320  $  465   (31) $ 615  $ 809    (24)
 Other (Primarily Net
  Interest Revenue)....   107      88    22    204    139     47
                         ----   -----         ----   ----

 Total................. $ 427  $  553   (23) $ 819  $ 948    (14)
                         ====   =====         ====   ====

By Trading Activity:

 Foreign Exchange...... $ 232  $  303   (23) $ 442  $ 568    (22)
 Derivative............   129     120     8    275    219     26
 Fixed Income..........   (27)     49    NM    (28)     6     NM
 Other.................    93      81    15    130    155    (16)
                         ----   -----         ----   ----
 Total................. $ 427  $  553   (23) $ 819  $ 948    (14)
                         ====   =====         ====   ====

By Business Sector:

 Emerging Markets...... $ 190  $  208    (9) $ 344  $ 327      5
 Global Relationship
  Banking..............   177     279   (37)   365    496    (26)
                         ----   -----         ----   ----
 Total(Corp.)Banking...   367     487   (25)   709    823    (14)
 Consumer and Other....    60      66    (9)   110    125    (12)
                         ----   -----         ----   ----
Total.................. $ 427  $  553   (23) $ 819  $ 948    (14)
                         ====   =====         ====   ====


(A)  Reclassified  to  conform  to  current  quarter's   presentation.   
NM  Not meaningful, as percentage exceeds 100%.


<PAGE>

                                    SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                              CITICORP
                              (Registrant)



                              By: /s/ Thomas E. Jones
                                  -------------------------------
                                      Thomas E. Jones
                                      Executive Vice President
                                      A Principal Financial
                                      Officer


Dated:  July 22, 1996



CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
(In Millions)
<TABLE>
<CAPTION>
                                                                        CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
(In Millions)
                                                                                                               SIX MONTHS ENDED 
                                                                                                                    JUNE 30
EXCLUDING INTEREST ON DEPOSITS:        1995          1994         1993          1992         1991            1996          1995
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------
<S>                                     <C>           <C>          <C>          <C>            <C>           <C>            <C>
 
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)          4,110       5,906          6,324         5,826        5,973           1,760         2,083
     INTEREST FACTOR IN RENT EXPENSE     140         143            147           162          171              73            71
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL FIXED CHARGES             4,250      6,049          6,471         5,988        6,144           1,833         2,154

INCOME:
     NET INCOME(LOSS)                   3,464      3,422 (A)      1,919 (B)       722         (914)(C)       1,866         1,682
     INCOME TAXES                       2,121      1,189            941           696          677           1,144         1,075
     FIXED CHARGES                      4,250      6,049          6,471         5,988        6,144           1,833         2,154
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL INCOME                    9,835     10,660          9,331         7,406        5,907           4,843         4,911
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS      2.31       1.76           1.44          1.24         0.96(D)           2.64          2.28
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========


INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                 13,012      14,902         16,121        16,327       17,089           6,114         6,517
     INTEREST FACTOR IN RENT EXPENSE     140         143            147           162          171              73            71
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL FIXED CHARGES           13,152      15,045         16,268        16,489       17,260          6,187         6,588

INCOME:
     NET INCOME(LOSS)                  3,464      3,422 (A)      1,919 (B)       722         (914)(C)       1,866         1,682
     INCOME TAXES                      2,121      1,189            941           696          677           1,144         1,075
     FIXED CHARGES                    13,152     15,045         16,268        16,489       17,260           6,187         6,588
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL INCOME                  18,737     19,656         19,128        17,907       17,023           9,197         9,345
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========


RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS     1.42          1.31         1.18          1.09         0.99(D)           1.49          1.42
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========

 

</TABLE>
(A)  NET  INCOME  FOR  THE  YEAR  ENDED  DECEMBER  31,  1994  EXCLUDES  THE
     CUMULATIVE  EFFECT  OF  ADOPTING  STATEMENT  OF  FINANCIAL  ACCOUNTING
     STANDARDS  No.  112,   "EMPLOYERS'   ACCOUNTING   FOR   POSTEMPLOYMENT
     BENEFITS", OF $(56) MILLION.
(B)  NET  INCOME  FOR  THE  YEAR  ENDED  DECEMBER  31,  1993  EXCLUDES  THE
     CUMULATIVE  EFFECT  OF  ADOPTING  STATEMENT  OF  FINANCIAL  ACCOUNTING
     STANDARDS NO. 109, "ACCOUNTING FOR INCOME TAXES", OF $300 MILLION.
(C)  NET LOSS FOR THE YEAR ENDED  DECEMBER 31, 1991 EXCLUDES THE CUMULATIVE
     EFFECT OF ACCOUNTING  CHANGE FOR VENTURE  CAPITAL  INVESTMENTS OF $457
     MILLION. 
(D)  EARNINGS  FOR THE YEAR  ENDED  DECEMBER  31,  1991 WERE
     INADEQUATE TO COVER FIXED CHARGES BY THE AMOUNT OF $237 MILLION.




CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
                                                                        CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
(In Millions)                                                                                                 SIX MONTHS ENDED
                                                                                                                    JUNE 30
EXCLUDING INTEREST ON DEPOSITS:        1995          1994         1993          1992         1991            1996          1995
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------
<S>                                     <C>          <C>           <C>            <C>          <C>            <C>            <C>

FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)          4,110         5,906        6,324         5,826        5,973           1,760         2,083
     INTEREST FACTOR IN RENT EXPENSE     140           143          147           162          171              73            71
     DIVIDENDS--PREFERRED STOCK          553           505 (A)      465           416          271 (A)         137           308
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL FIXED CHARGES            4,803         6,554        6,936         6,404        6,415           1,970         2,462

INCOME:
     NET INCOME(LOSS)                  3,464         3,422 (B)    1,919 (C)       722         (914)(D)       1,866         1,682
     INCOME TAXES                      2,121         1,189          941           696          677           1,144         1,075
     FIXED CHARGES (EXCLUDING
      PREFERRED STOCK DIVIDENDS)       4,250         6,049        6,471         5,988        6,144           1,833         2,154
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------

        TOTAL INCOME                   9,835        10,660        9,331         7,406        5,907           4,843         4,911
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS     2.05          1.63         1.35          1.16         0.92(E)           2.46         1.99
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========

INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                 13,012        14,902       16,121        16,327       17,089           6,114         6,517
     INTEREST FACTOR IN RENT EXPENSE     140           143          147           162          171              73            71
     DIVIDENDS--PREFERRED STOCK          553           505 (A)      465           416          271 (A)         137           308
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------
        TOTAL FIXED CHARGES           13,705        15,550       16,733        16,905       17,531           6,324         6,896

INCOME:
     NET INCOME(LOSS)                  3,464         3,422 (B)    1,919 (C)       722         (914)(D)       1,866         1,682
     INCOME TAXES                      2,121         1,189          941           696          677           1,144         1,075
     FIXED CHARGES (EXCLUDING 
     PREFERRED STOCK DIVIDENDS)       13,152        15,045       16,268        16,489       17,260           6,187         6,588
                                    -----------   -----------   ----------   -----------   ----------     -----------   -----------
        TOTAL INCOME                  18,737        19,656       19,128        17,907       17,023           9,197         9,345
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS     1.37          1.26         1.14          1.06         0.97(E)           1.45         1.36
                                    ===========   ===========   ==========   ===========   ==========     ===========   ===========
</TABLE>
(A)  CALCULATED  ON A BASIS OF AN ASSUMED  TAX RATE OF 29% AND 34% FOR
     1994 AND 1991, RESPECTIVELY.
(B)  NET INCOME FOR THE YEAR  ENDED  DECEMBER  31,  1994  EXCLUDES  THE
     CUMULATIVE EFFECT OF ADOPTING STATEMENT OF FINANCIAL  ACCOUNTING  STANDARDS
     No. 112,  "EMPLOYERS'  ACCOUNTING FOR  POSTEMPLOYMENT  BENEFITS",  OF $(56)
     MILLION.
(C)  NET INCOME FOR THE YEAR  ENDED  DECEMBER  31,  1993  EXCLUDES  THE
     CUMULATIVE EFFECT OF ADOPTING STATEMENT OF FINANCIAL  ACCOUNTING  STANDARDS
     NO. 109, "ACCOUNTING FOR INCOME TAXES", OF $300 MILLION.
(D)  NET  LOSS  FOR THE YEAR  ENDED  DECEMBER  31,  1991  EXCLUDES  THE
     CUMULATIVE EFFECT OF ACCOUNTING  CHANGE FOR VENTURE CAPITAL  INVESTMENTS OF
     $457  MILLION.  
(E)  EARNINGS  FOR THE YEAR ENDED  DECEMBER  31,  1991 WERE
     INADEQUATE TO COVER FIXED CHARGES BY THE AMOUNT OF $508 MILLION.


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