CITICORP
8-K, 1997-04-17
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): April 15, 1997


                               Citicorp

          (Exact name of registrant as specified in charter)

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

Citicorp first quarter net income reaches $995 million, up 9% on 10%
  revenue gain,
Earnings per common share rose 15% to $2.01;
Return on common equity remains above 20%


First Quarter (Dollars in Millions,          1997      1996    Change
  except EPS)
Adjusted Revenue                           $5,627    $5,117       10%
Net Income                                    995       914        9%
Earnings Per Share (Fully Diluted)          $2.01     $1.75       15%
Return on Common Equity (%)                  20.8      20.2         -
Return on Assets (%)                         1.41      1.37         -
Average Shares Outstanding (Fully           476.0     500.8         -
  Diluted)


On April 15, 1997, Citicorp reported that net income in  the  1997
first quarter reached $995 million, up $81 million or 9% over the same
1996  period.  Earnings per fully diluted common share were $2.01,  up
15% over the 1996 first quarter.

"Our  first quarter results are on track," said John S. Reed, Citicorp
Chairman.  "We are accelerating our plans to get fully engaged in  our
business  directions,  to  offset  continuing  weakness  in  the  U.S.
consumer credit environment plus the need to fund the expansion of our
franchise  in  the  emerging  markets and  the  globalization  of  our
processing base.  We expect to end 1998 fully engaged in our  business
strategy, with the improved momentum implied by it."

Excluding a previously disclosed incremental $60 million pretax charge
for performance-based options, the first quarter's results represented
earnings  per  share  of  $2.09  and achieved  the  following  against
Citicorp's business directions performance targets: a 13% gain in  net
income, a return on common equity of 21.6%, and a ratio of incremental
revenue  to  expense  of  2.1 to 1 (1.7 to 1  including  the  charge).
During the quarter, the company generated an estimated $0.7 billion of
free  capital and repurchased 6.1 million shares of common  stock  for
$704 million.

Citicorp's  consumer  businesses   --   Citibanking,  Cards,  and  the
Private  Bank   --   earned $490 million in the  quarter  on  adjusted
revenue  of  $3.5 billion.  Net income from serving corporate  banking
customers  worldwide  was  $650 million in  the  quarter  on  adjusted
revenue of $1.9 billion.

Details follow:


<PAGE>

Consumer businesses earn $490 million in the quarter,
Cards credit costs continued high


- ----------------------------------------------------------------------
First Quarter (Dollars in Millions)          1997      1996    Change
- ----------------------------------------------------------------------
Adjusted Revenue                           $3,487    $3,253        7%
Adjusted Operating Expense                  1,868     1,755        6%
Operating Margin                            1,619     1,498        8%
Credit Costs                                  894       706       27%
Income before Taxes                           700       742      (6)%
Net Income                                    490       505      (3)%
Return on Assets (%)                         1.52      1.62         -
- ----------------------------------------------------------------------

Consumer  business net income of $490 million in the quarter  declined
$15 million or 3% from the 1996 first quarter.  The primary factor was
a 14% decline in Cards earnings, partially offset by improved earnings
in the Private Bank and Citibanking.

Adjusted  revenue of $3.5 billion in the quarter rose $234 million  or
7%  from the 1996 first quarter.  Managed net interest revenue and fee
and commission revenue were up 7% and 9%, respectively, from the year-
ago  quarter.  Expense of $1.9 billion increased $113 million  or  6%.
Excluding the effect of foreign currency translation resulting from  a
strengthening dollar, both revenue and expense increased 9%.

Consumer credit costs of $894 million were $50 million higher than the
1996  fourth  quarter  and $188 million higher  than  the  1996  first
quarter.  The ratio of net credit losses to average managed loans  was
2.69% in the quarter, compared with 2.51% in the preceding quarter and
2.19%  a  year-ago.  The increase was in Cards, while Citibanking  and
Private  Bank  credit  costs improved modestly.   Consumer  businesses
continued to build the allowance for credit losses, adding $25 million
above net credit losses for Cards.

Consumer net income in the emerging markets for the 1997 first quarter
was  $247  million, up $27 million or 12% from the 1996 first quarter,
reflecting  improvements  across  all  three  businesses.    Developed
markets net income of $243 million declined by $42 million or 15% from
the year-ago quarter, primarily due to the lower earnings in Cards.

Citibank  was  ranked top financial institution and sixth  corporation
overall  in  Far  Eastern  Economic  Review's  annual  survey  of  the
reputation in Asia of multinational corporations.


Citibanking

Citibanking  activities  --  which deliver products  and  services  to
customers  through branches and electronic delivery systems   --   had
net income in the 1997 first quarter of $187 million, up $8 million or
4%  from the 1996 first quarter.  Return on assets in the quarter  was
0.92%, slightly higher than a year ago.

Revenue  of $1.5 billion in the quarter was up $57 million or  4%   --
7%  excluding the effect of foreign currency translation  --  from the
1996 first quarter, reflecting higher business volumes.  Excluding the
translation effect, revenue increased 8% in the developed markets, and
5%  in  the emerging markets, reflecting double-digit growth in  Latin
America and slowed revenue growth in Asia Pacific.

Expense  of  $1.0 billion in the quarter increased $67 million  or  7%
from the 1996 first quarter.  Excluding the effect of foreign currency
translation,  expenses  were up 10%, including  9%  in  the  developed
markets and 11% in the emerging markets, in support of higher business
volumes, new product development, and franchise expansion, as well  as
technology initiatives.


                                  2
<PAGE>

In  the  quarter,  an  additional 29 branches  were  upgraded  to  the
Citibanking   standard  for  enhancing  customer   relationships   and
efficiency, bringing the total of remodeled branches to 584 worldwide,
now  more  than half of total branches.  In Latin America, Citibanking
expanded  into its 13th country, the Dominican Republic,  and  is  now
serving consumers in 42 countries worldwide.

Credit costs of $148 million in the quarter were down $7 million or 5%
from the 1996 fourth quarter and down $10 million or 6% from the year-
ago  quarter, reflecting a net credit loss ratio of 0.91%,  down  from
0.94% in the previous quarter and 0.97% in the 1996 first quarter.


Cards

Net income in Cards worldwide  --  bankcards, Diners Club, and private
label  cards  --  was $224 million in the quarter, a decrease  of  $37
million  or  14%  from the 1996 first quarter.  The  emerging  markets
Cards  business, which increased net income by 20% from  the  year-ago
quarter,  represented approximately 41% of 1997  first  quarter  Cards
earnings.  Earnings in the developed markets Cards businesses declined
from  the  1996 first quarter, primarily in the U.S. bankcard business
which continued to operate in a challenging environment, characterized
by competitive pressures and a weaker credit climate.  Cards worldwide
return on managed assets in the first quarter was 1.59%, compared with
1.96% in the year-ago quarter.

Cards revenue of $1.8 billion in the quarter increased by $153 million
or  10% from the 1996 first quarter.  Revenue in the developed markets
was  up 8%, including 11% growth in U.S. bankcards which reflected the
benefit of new risk and relationship-based pricing strategies, and  an
increase  in  managed  receivables of $2.5  billion  or  6%  to  $45.1
billion.  Charge volumes in the U.S. bankcards business increased from
the  year-ago  quarter by $1.6 billion or 8% to $23.0 billion.   First
quarter  revenue  in  the emerging markets Cards  businesses  was  16%
higher  than the year-ago quarter, reflecting continued growth in  the
Asia Pacific business, and strong results in Latin America.

Cards  in force worldwide, including those issued by affiliates,  were
61  million at the end of the quarter, an increase of two million from
a  year-ago.  The number of cards in North America was 41 million; and
cards  in Latin America, Asia, and Europe totaled nine million,  eight
million,  and  three million, respectively.  Cards,  including  Diners
Club, operates in 43 countries.

Expense in worldwide Cards of $660 million increased $42 million or 7%
from the 1996 first quarter.  Expense in the developed markets was  up
6%,  primarily  reflecting investment spending in  the  U.S.  for  the
enhanced  cardmember  database  and  analytical  tools,  as  well   as
increased  collection efforts.  Expense in the emerging markets  Cards
businesses increased 11% in support of higher loan volumes, as well as
continued investment in the franchise.

Credit  costs in U.S. bankcards continued to increase, rising  in  the
quarter  to  $656 million or 5.91% of average managed loans,  compared
with  $608  million  or  5.45% in the 1996 fourth  quarter,  and  $467
million  or 4.38% in the 1996 first quarter.  The bankruptcy  rate  in
the  1997  first  quarter was a seasonally low  36.6%  of  gross  U.S.
bankcard write-offs, compared with 38.0% in the preceding quarter  and
34.3%  in  the  1996 first quarter.  Citicorp continues to  write  off
accounts  upon  notice  of bankruptcy filing.  Managed  U.S.  bankcard
loans  delinquent 90 days or more were $884 million or  1.98%  of  the
portfolio  at  the end of the quarter, compared with $886  million  or
1.90% at the end of the preceding quarter and $759 million or 1.80%  a
year-ago.

Credit  costs in Cards portfolios other than U.S. bankcards  were  $91
million  or 4.25% of average loans in the quarter, compared  with  $77
million or 3.58% in the preceding quarter and $80 million or 4.40%  in
the  1996  first quarter.  Loans delinquent 90 days or more were  $214
million or 2.42% of the portfolio, compared with $189 million or 2.13%
in  the  preceding quarter and $176 million or 2.31% in  the  year-ago
quarter.

In  India, Diners Club, which holds the largest share of the country's
cards  market,  formed  an  alliance with  British  Airways  to  offer
cardholders a mileage program, a first in India.


                                  3
<PAGE>

Private Bank

Private  Bank  net income of $79 million in the quarter increased  $14
million  or 22% from the 1996 first quarter, and resulted in a  return
on  assets of 1.88% for the quarter, compared with 1.63% in the  year-
earlier  quarter.  Revenue of $270 million in the quarter was  up  $24
million  or 10%, reflecting growth of 15% in the emerging markets  and
8%  in  the  developed markets.  Revenue growth was led  by  fees  and
commissions, up 15%, compared with the 1996 quarter, and  by  improved
trading-related results.

Expense of $166 million in the quarter increased $4 million or 2% from
1996.   Excluding the effect of foreign currency translation,  expense
increased  6%, primarily due to higher salary levels, including  a  4%
increase  in  staff.  Other expense growth was muted during  the  1997
first  quarter as cost savings from various strategic cost  management
initiatives  funded  base expense growth as  well  as  new  marketing,
technology, and structural programs.

Credit  recoveries of $1 million in the quarter compared with a charge
of $1 million in the year-ago period.  Overall credit trends improved,
with loans delinquent 90 days or more down to $198 million or 1.28% of
loans  from $260 million or 1.76% a year-earlier, reflecting continued
active  portfolio  management  and the effect  of  improving  economic
conditions on the customer base.

Client  business volumes under management at the end  of  the  quarter
totaled  $98 billion, up $8 billion from a year earlier.   Growth  was
led by the advisory and discretionary investments areas.


Corporate Banking improves earnings 39% to $650 million in first
  quarter;
Return on assets rises to 1.77%


- ----------------------------------------------------------------------
First Quarter (Dollars in Millions)          1997      1996    Change
- ----------------------------------------------------------------------
Adjusted Revenue                           $1,934    $1,617       20%
Adjusted Operating Expense                  1,151     1,011       14%
Operating Margin                              783       606       29%
Credit (Benefits) Costs                      (75)        15        NM
Income before Taxes                           858       591       45%
Net Income                                    650       469       39%
Return on Assets (%)                         1.77      1.36         -
- ----------------------------------------------------------------------

Corporate  Banking  net income of $650 million in  the  first  quarter
increased  $181  million  or 39% from the  1996  first  quarter  while
average  assets  grew  $10 billion or 7%.  These  results  produced  a
return  on  assets  during  the quarter of 1.77%,  a  41  basis  point
improvement  from  the  year-ago quarter.  Net  income  from  Emerging
Markets  was $450 million or 69% of total Corporate Banking  earnings,
and  Global Relationship Banking's net income was $200 million or  31%
of total Corporate Banking net income.

Revenue of $1.9 billion in the quarter increased $317 million  or  20%
from  the  year-ago quarter.  Expense of $1.2 billion in  the  quarter
increased  $140  million  or  14% from the  comparable  1996  quarter.
Credit costs were a net benefit of $75 million and compared with a net
charge  of $15 million in the year-ago quarter.  The effective  income
tax  rate  in  the  quarter rose to 24% from 21%  in  the  1996  first
quarter, due primarily to changes in the geographic mix and nature  of
pretax earnings.

Citibank's corporate banking activities continued to be recognized  in
various polls and surveys by business magazines, including number  one
in  derivatives in Institutional Investor, "cash management  house  of
the year" and "securitization house of the year" in Corporate Finance,
and  number  one in Asian debt issues in Asiamoney.  Nine transactions
cited as "deal of the year" in various publications spanned Australia,
Chile,  the Czech Republic, Indonesia, Kuwait, Laos, Mexico,  and  the
United  States,  with  most of the transactions resulting  from  joint
efforts   by   Global  Relationship  Banking  and   Emerging   Markets
professionals.




                                  4
<PAGE>

Emerging Markets

Emerging  Markets net income of $450 million grew $60 million  or  15%
from the 1996 first quarter, benefiting from lower credit costs and  a
decline  in the effective income tax rate to 13% from 19% a  year-ago.
Income  before taxes totaled $518 million, up $39 million or  8%  from
the  1996  quarter.  Average assets grew $11 billion or 20%, resulting
in  a  return  on assets of 2.77% in the 1997 first quarter,  compared
with 2.85% in the 1996 first quarter.

Revenue  of  $933 million in the quarter increased $65 million  or  7%
from  the  year-ago first quarter.  Trading-related revenue  was  $218
million,  up 23% from $177 million.  Aggregate securities transactions
and  asset gains were $154 million, compared with $109 million in  the
1996  quarter,  and  included $46 million related to  the  refinancing
agreement concluded with Peru.  These increases, together with  growth
in  transaction banking services, were partially offset by  lower  net
interest revenue attributable to less favorable market conditions than
in  the 1996 quarter, principally in Latin America.  About 20% of  the
revenue  in the Emerging Markets business was attributable to business
from  multinational companies managed jointly with Global Relationship
Banking.

Expense  of  $451  million  in the 1997 first  quarter  increased  $72
million  or  19%  from  the  year-ago  quarter,  primarily  reflecting
investment  spending to build the franchise and costs associated  with
implementing  Citicorp's embedded bank plan to gain  market  share  in
selected emerging market countries.

Credit  costs  were  a net benefit of $36 million in  the  1997  first
quarter  and  compared with a net charge of $10 million  in  the  1996
quarter.   Credit  costs in the 1997 quarter included  a  $50  million
recovery from the refinancing agreement concluded with Peru.

In  China, Citibank, having been the only U.S. based bank and  one  of
eight non-Chinese banks licensed to conduct a local currency business,
opened a branch in Pudong  --  its sixth office in the country  --  in
preparation for launching local currency operations on April 4.


Global Relationship Banking

Net  income  from  the Global Relationship Banking business  in  North
America, Europe, and Japan was $200 million, up $121 million from  the
1996  first  quarter, despite an increase in the effective income  tax
rate  to 41% from 29% in the 1996 first quarter.  Income before  taxes
totaled  $340  million, up $228 million from the 1996  first  quarter.
Return  on  assets  of 0.98% improved from 0.38%  in  the  1996  first
quarter.

Revenue  of $1.0 billion grew $252 million or 34% from the 1996  first
quarter.   Trading-related  revenue of  $319  million  increased  $154
million or 93% and venture capital revenue of $93 million improved $55
million  from the unusually low 1996 levels.  These improvements  were
complemented  by  a  $32 million gain on the sale  of  an  investment,
growth  in transaction banking services revenue, and improved treasury
results, partially offset by net interest revenue spread compression.

Expense of $700 million increased $68 million or 11% compared with the
1996  first  quarter,  primarily  reflecting  increased  spending   on
technology,  volume-related expense in transaction  banking  services,
and  higher  incentive  compensation associated with  revenue  growth,
partially offset by reductions associated with the disposition of non-
strategic businesses.

Credit  costs  in  the  quarter were a net  benefit  of  $39  million,
compared with a net charge of $5 million in the 1996 first quarter and
primarily reflected both lower gross write-offs and higher recoveries.


Other Items

Citicorp's effective tax rate was 38% in both the 1997 and 1996  first
quarters.  Income taxes are attributed to core businesses on the basis
of local tax rates, which resulted in effective tax rates for the core
businesses  of  27%  in both the 1997 and 1996


                                  5
<PAGE>

first quarters. The difference between the core businesses' tax rates
and Citicorp's overall effective rate in each period is included in
Corporate Items.

Corporate  Items included pretax expense of $72 million, $70  million,
and  $14  million  for performance-based options  in  the  1997  first
quarter,  the  1996  fourth  quarter,  and  the  1996  first  quarter,
respectively.   These  noncash charges were  offset  by  increases  to
common stockholders' equity. All of these options are now fully vested.

The adoption of Statement of Financial Accounting Standards No. 125 on
January 1, 1997 had no material impact on Citicorp.

At  March 31, 1997, total credit loss reserves (including reserves for
off-balance sheet credit exposures) were $6.0 billion.

Tier 1 capital was $20.3 billion, total capital was estimated at $29.3
billion,  and  the Tier 1 and total capital ratios were  estimated  at
8.4%  and 12.1%, respectively, at March 31, 1997.  The ratio of common
equity to total assets was 6.5%.  The number of shares acquired  since
June  20,  1995,  when  the Board of Directors  authorized  the  stock
repurchase  program,  totaled  65.3 million  for  an  outlay  of  $5.3
billion.   As  expanded in January and November 1996, the  program  is
authorized to make total purchases for up to $8.5 billion.

Average  common shares outstanding for the purpose of computing  fully
diluted  earnings  per  share were 476.0 million  in  the  1997  first
quarter, 480.9 million in the preceding quarter, and 500.8 million  in
the  1996 first quarter, principally reflecting the net effect of  the
share repurchase program and employee stock plans.


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


                                  6
<PAGE>

- ----------------------------------------------------------------------
FINANCIAL SUMMARY
- ----------------------------------------------------------------------
                                                First Quarter       %
                                                 1997    1996  Change

- ----------------------------------------------------------------------
Net Income (In                                   $995    $914       9
  Millions of Dollars)
- ----------------------------------------------------------------------
Net Income Per Share                                                 
Common & Common                                                      
  Equivalent Shares                             $2.01   $1.82      10
Assuming Full                                       
  Dilution                                      $2.01   $1.75      15
                                                                     
Common Stockholders'                                                 
  Equity Per Share                             $41.08  $36.79      12
                                                
Closing Stock Price                                                  
  At Quarter End                              $108.25  $80.00      35

- ----------------------------------------------------------------------
Financial Ratios                                                     
Return on Assets                                1.41%   1.37%       -
                                                                     
Return on Common                                                     
  Stockholders'                                 20.8%   20.2%       -
  Equity
- ----------------------------------------------------------------------
Capital (Dollars in                                                  
  Billions)
Tier 1                                          $20.3   $19.0       -
                                                                     
Total (Tier 1 and 2)                             29.3    28.0       -
  (A)
                                                                     
Tier 1 Ratio (A)                                 8.4%    8.4%       -
                                                                     
Total Ratio (Tier 1                             12.1%   12.4%       -
  and 2) (A)
                                                                     
Common Equity as a                                                   
  Percentage of Total                            6.5%    6.7%       -
  Assets
                                                                     
Total Equity as a                                                    
  Percentage of Total                            7.2%    7.5%       -
  Assets

- ----------------------------------------------------------------------
Dividends Declared                                                   
  (In Millions of
  Dollars)

Common                                           $243    $210       -
                                                                     
Preferred                                          38      47       -
- ----------------------------------------------------------------------
(A)  1997 estimated.
- ----------------------------------------------------------------------


                                  7
<PAGE>

- ----------------------------------------------------------------------
Earnings Analysis (In Millions of Dollars)
- ----------------------------------------------------------------------
                                                First Quarter      %
                                                1997     1996 Change
- ----------------------------------------------------------------------
Total Revenue                                $5,196    $4,828      8
Effect of Credit                                                    
  Card                                          434       294     48
  Securitization
  Activity (A)
Net Cost To Carry                               (3)       (5)   (40)
  (B)
Adjusted Revenue                              5,627     5,117     10
Total Operating                               3,169     2,860     11
  Expense
Net OREO Benefits                                10        12   (17)
  (C)
Adjusted                                                            
  Operating Expense                           3,179     2,872     11
Operating Margin                              2,448     2,245      9
Consumer Credit                                 894       706     27
  Costs (D)
Commercial Credit                                                   
  (Benefits) Costs                             (75)        15     NM
  (E)
Operating Margin                                                    
  Less Credit Costs                           1,629     1,524      7
Additional                                       25        50   (50)
  Provision (F)
Income Before Taxes                           1,604     1,474      9
Income Taxes                                    609       560      9
Net Income                                  $   995   $   914      9
- ----------------------------------------------------------------------
(A)  Includes effect related to credit card receivables held for sale
     commencing with the 1997 first quarter (see page 16).
(B)  Principally the net cost to carry commercial cash-basis loans and
     other real estate owned ("OREO").
(C)  Principally gains and losses on sales, direct revenue and
     expense, and writedowns of commercial OREO.
(D)  Principally consumer net credit write-offs adjusted for the
     effect of credit card securitization activity.
(E)  Includes commercial net credit (recoveries) write-offs, net cost
     to carry, and net OREO benefits.
(F)  Primarily charges for credit losses in excess of net write-offs.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  8
<PAGE>

- ----------------------------------------------------------------------
Earnings Summary
- ----------------------------------------------------------------------
                                               First Quarter       %
(In Millions of                                 1997 1996(A)  Change
  Dollars)
- ----------------------------------------------------------------------
Consumer                                     $   490    $505     (3)
Corporate Banking                                650     469      39
Core Businesses                                1,140     974      17
Corporate Items                                (145)    (60)      NM
Total Citicorp                               $   995    $914       9
- ----------------------------------------------------------------------
Supplemental                                                        
  Information:
Consumer:                                                           
Citibanking                                     $187    $179       4
Cards                                            224     261    (14)
Private Bank                                      79      65      22
Total                                           $490    $505     (3)
- ----------------------------------------------------------------------
Consumer Business                                                   
  in:
Developed Markets                               $243    $285    (15)
Emerging Markets                                 247     220      12
Total                                           $490    $505     (3)
- ----------------------------------------------------------------------
Corporate Banking:                                                  
Emerging Markets                                $450    $390      15
Global Relationship                              200      79      NM
Banking
Total                                           $650    $469      39
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  9
<PAGE>

- ----------------------------------------------------------------------
Consumer                                        First Quarter       %
  (In Millions of                               1997  1996(A)  Change
  Dollars)
- ----------------------------------------------------------------------
Total Revenue                                 $3,053   $2,960       3
Effect of Credit                                                     
  Card                                           434      294      48
  Securitization
  Activity (B)
Net Cost to Carry                                                    
  Cash-Basis Loans                                 -      (1)      NM
  and OREO
Adjusted Revenue                               3,487    3,253       7
Total Operating                                1,869    1,755       6
  Expense
Net OREO Costs                                   (1)        -      NM
Adjusted Operating                             1,868    1,755       6
  Expense
Operating Margin                               1,619    1,498       8
Net Write-offs                                   459      413      11
Effect of Credit                                                     
  Card                                           434      294      48
  Securitization
  Activity (B)
Net Cost to Carry                                                    
  and Net OREO                                     1      (1)      NM
  Costs
Credit Costs                                     894      706      27
Operating Margin                                                     
  Less Credit Costs                              725      792     (8)
Additional                                        25       50    (50)
  Provision
Income Before Taxes                              700      742     (6)
Income Taxes                                     210      237    (11)
Net Income                                   $   490  $   505     (3)
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                   $131     $125       5
  Dollars)
Return on Assets                               1.52%    1.62%       -
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
(B)  Includes effect related to credit card receivables held for sale
     commencing with the 1997 first quarter (see page 16).
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  10
<PAGE>

- ----------------------------------------------------------------------
(In Millions of                                 First Quarter       %
  Dollars)
- ----------------------------------------------------------------------
Citibanking                                     1997  1996(A)  Change
- ----------------------------------------------------------------------
Revenue                                       $1,462   $1,405       4
Operating Expense                              1,042      975       7
Operating Margin                                 420      430     (2)
Credit Costs                                     148      158     (6)
Operating Margin                                                     
  Less Credit Costs                              272      272       -
Additional                                         -        1      NM
  Provision
Income Before Taxes                              272      271       -
Income Taxes                                      85       92     (8)
Net Income                                    $  187   $  179       4
Average Assets (In                                                   
  Billions of                                    $82      $81       1
  Dollars)
Return on Assets                               0.92%    0.89%       -
- ----------------------------------------------------------------------
Cards
- ----------------------------------------------------------------------
Adjusted Revenue                              $1,755   $1,602      10
Adjusted Operating                               660      618       7
  Expense
Operating Margin                               1,095      984      11
Credit Costs                                     747      547      37
Operating Margin                                                     
  Less Credit Costs                              348      437    (20)
Additional                                        25       49    (49)
  Provision
Income Before Taxes                              323      388    (17)
Income Taxes                                      99      127    (22)
Net Income                                    $  224   $  261    (14)
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                    $32      $28      14
  Dollars)
Return on Assets                               2.84%    3.75%       -
  (B)
- ----------------------------------------------------------------------
Private Bank
- ----------------------------------------------------------------------
Adjusted Revenue                                $270     $246      10
Adjusted Operating                               166      162       2
  Expense
Operating Margin                                 104       84      24
Credit (Benefits)                                (1)        1      NM
  Costs
Operating Margin                                                     
  Less Credit Costs                              105       83      27
Additional                                         -        -       -
  Provision
Income Before Taxes                              105       83      27
Income Taxes                                      26       18      44
Net Income                                      $ 79     $ 65      22
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                    $17      $16       6
  Dollars)
Return on Assets                               1.88%    1.63%       -
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
(B)  Adjusted  for  the  off-balance sheet  effect  of  credit  card
     securitization, the return on managed assets for worldwide Cards 
     was 1.59% in the 1997 quarter and 1.96% in the year-ago quarter.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  11
<PAGE>

- ----------------------------------------------------------------------
(In Millions of                                                      
  Dollars)
- ----------------------------------------------------------------------
Consumer Business                               First Quarter       %
  in Developed Markets                          1997  1996(A)  Change
- ----------------------------------------------------------------------
Adjusted Revenue                              $2,539   $2,392       6
Adjusted Operating                             1,336    1,273       5
  Expense
Operating Margin                               1,203    1,119       8
Credit Costs                                     802      613      31
Operating Margin                                                     
  Less Credit Costs                              401      506    (21)
Additional                                        22       48    (54)
  Provision
Income Before Taxes                              379      458    (17)
Income Taxes                                     136      173    (21)
Net Income                                    $  243   $  285    (15)
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                    $89      $88       1
  Dollars)
Return on Assets                               1.11%    1.30%       -
- ----------------------------------------------------------------------

- ----------------------------------------------------------------------
Consumer Business in Emerging Markets
- ----------------------------------------------------------------------
Adjusted Revenue                                $948     $861      10
Adjusted Operating                               532      482      10
  Expense
Operating Margin                                 416      379      10
Credit Costs                                      92       93     (1)
Operating Margin                                                     
  Less Credit Costs                              324      286      13
Additional                                         3        2      50
  Provision
Income Before Taxes                              321      284      13
Income Taxes                                      74       64      16
Net Income                                      $247     $220      12
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                    $42      $37      14
  Dollars)
Return on Assets                               2.39%    2.39%       -
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.



                                  12
<PAGE>

- ----------------------------------------------------------------------
Corporate Banking                               First Quarter       
                                                                    %
(In Millions of                                 1997  1996(A)  Change
  Dollars)
- ----------------------------------------------------------------------
Total Revenue                                 $1,937   $1,621      19
Net Cost to Carry                                                    
  Cash-Basis Loans                               (3)      (4)    (25)
  and OREO
Adjusted Revenue                               1,934    1,617      20
Total Operating                                1,140      999      14
  Expense
Net OREO Benefits                                 11       12     (8)
Adjusted Operating                             1,151    1,011      14
  Expense
Operating Margin                                 783      606      29
Net (Recoveries)                                (61)       31      NM
  Write-offs
Net Cost to Carry                                                    
  and Net OREO                                  (14)     (16)    (13)
  Benefits
Credit (Benefits)                               (75)       15      NM
  Costs
Operating Margin                                                     
  Less Credit                                    858      591      45
  (Benefits) Costs
Additional                                         -        -       -
  Provision
Income Before Taxes                              858      591      45
Income Taxes                                     208      122      70
Net Income                                    $  650   $  469      39
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                   $149     $139       7
  Dollars)
Return on Assets                               1.77%    1.36%       -
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  13
<PAGE>

- ----------------------------------------------------------------------
(In Millions of                                First Quarter        %
  Dollars)

Emerging Markets                               1997  1996(A)   Change
- ----------------------------------------------------------------------
Adjusted Revenue                               $933     $868       7
Adjusted Operating                              451      379      19
  Expense
Operating Margin                                482      489     (1)
Credit (Benefits)                              (36)       10      NM
  Costs
Operating Margin                                                    
  Less Credit                                   518      479       8
  (Benefits) Costs
Additional                                        -        -       -
  Provision
Income Before Taxes                             518      479       8
Income Taxes                                     68       89    (24)
Net Income                                     $450     $390      15
- ----------------------------------------------------------------------
Average Assets (In                                                  
  Billions of                                   $66      $55      20
  Dollars)
Return on Assets                              2.77%    2.85%       -
- ----------------------------------------------------------------------


- ----------------------------------------------------------------------
Global Relationship Banking
- ----------------------------------------------------------------------
Adjusted Revenue                              $1,001     $749      34
Adjusted Operating                               700      632      11
  Expense
Operating Margin                                 301      117      NM
Credit (Benefits)                               (39)        5      NM
  Costs
Operating Margin                                                     
  Less Credit                                    340      112      NM
  (Benefits) Costs
Additional                                         -        -       -
  Provision
Income Before Taxes                              340      112      NM
Income Taxes                                     140       33      NM
Net Income                                    $  200     $ 79      NM
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                    $83      $84     (1)
  Dollars)
Return on Assets                               0.98%    0.38%       -
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  14
<PAGE>

- ----------------------------------------------------------------------
Corporate Items (A)                             First Quarter       
                                                                    %
(In Millions of                                 1997  1996(B)  Change
  Dollars)
- ----------------------------------------------------------------------
Revenue                                       $  206    $ 247    (17)
Operating Expense                                160      106      51
Income Before Taxes                               46      141    (67)
Income Taxes                                     191      201     (5)
Net Loss                                      $(145)    $(60)      NM
- ----------------------------------------------------------------------
Average Assets (In                                                   
  Billions of                                     $5       $4      25
  Dollars)
- ----------------------------------------------------------------------
(A)  Corporate Items includes revenue derived from charging businesses
     for   funds  employed  (based  upon  a  marginal  cost  of  funds 
     concept), unallocated  corporate costs, and the offset created by 
     attributing  income  taxes to core business activities on a local 
     tax-rate basis.
(B)  Reclassified to conform to the latest quarter's presentation.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  15
<PAGE>

- ----------------------------------------------------------------------
Consumer Loan Delinquency Amounts, Net Credit Losses, and Ratios
                                                         
                Total      90 Days or More Average   Net Credit Losses
             Loans(A)         Past Due (B) Loans(A)                (B)
             ---------------------------------------------------------
                 Mar.   Mar.   Dec.   Mar.     1st   1st    4th    1st
                 31,     31,    31,    31,    Qtr.  Qtr.   Qtr.   Qtr.
                 1997   1997   1996   1996    1997  1997   1996   1996
- ----------------------------------------------------------------------
Citibanking     $66.4 $2,193 $2,320 $2,755   $65.8  $148   $155   $158
Ratio                  3.30%  3.50%  4.18%         0.91%  0.94%  0.97%
Cards                                                                
U.S. bankcards   44.6    884    886    759    45.0   656    608    467
Ratio                  1.98%  1.90%  1.80%         5.91%  5.45%  4.38%
Other             8.8    214    189    176     8.7    91     77     80
Ratio                  2.42%  2.13%  2.31%         4.25%  3.58%  4.40%
Private Bank     15.4    198    193    260    15.1   (2)      4      2
Ratio                  1.28%  1.26%  1.76%            NM  0.07%  0.06%
- ----------------------------------------------------------------------
Total Managed   135.2  3,489  3,588  3,950   134.6   893    844    707
Ratio                  2.58%  2.62%  3.03%         2.69%  2.51%  2.19%
- ----------------------------------------------------------------------
Securitized                                                          
Credit         (25.4)  (500)  (501)  (479)  (25.1) (402)  (389)  (294)
  Card                                         
  Receivables
Loans Held for  (3.1)   (39)      -      -   (3.1)  (32)      -      -
  Sale
- ----------------------------------------------------------------------
Total Loan     $106.7 $2,950 $3,087 $3,471  $106.4  $459   $455   $413
  Portfolio            
Ratio                  2.76%  2.76%  3.33%         1.75%  1.68%  1.60%
- ----------------------------------------------------------------------
Managed                                                              
  Portfolio:
Developed      $101.5 $3,075 $3,218 $3,603  $101.5  $801   $767   $614
Ratio                  3.03%  3.10%  3.58%         3.19%  3.01%  2.45%
Emerging         33.7    414    370    347    33.1    92     77     93
Ratio                  1.23%  1.12%  1.17%         1.12%  0.94%  1.29%
- ----------------------------------------------------------------------
(A)  Loan amounts, in billions of dollars, are net of unearned income.
(B)  In millions of dollars.
NM   Not meaningful.

- ----------------------------------------------------------------------
Consumer Loan Balances (A)
- ----------------------------------------------------------------------
                             End of Period                    Average
                        Mar.   Dec.   Mar.          1st    4th    1st
(In Billions of          31,    31,    31,         Qtr.   Qtr.   Qtr.
  Dollars)              1997   1996   1996         1997   1996   1996
- ----------------------------------------------------------------------
Managed               $135.2 $137.0 $130.3       $134.6 $133.7 $129.8
Securitized Credit    (25.4) (25.2) (26.2)       (25.1) (25.9) (25.9)
  Card Receivables         
Loans Held for Sale    (3.1)      -      -        (3.1)      -      -
  (B)
- ----------------------------------------------------------------------
Loan Portfolio        $106.7 $111.8 $104.1       $106.4 $107.8 $103.9
- ----------------------------------------------------------------------
(A)  Net of unearned income.
(B)  Commencing  with  the  first  quarter 1997,  Citicorp  classifies
     credit  card  and  mortgage loans intended for sale as loans held  
     for sale,  which are accounted for at the lower of cost or market  
     value with net credit losses charged to other revenue.


                                  16
<PAGE>

- ----------------------------------------------------------------------
Cash-Basis and Renegotiated Loans                                    
- ----------------------------------------------------------------------
                                      March 31,   Dec. 31,  March 31,
(In Millions of Dollars)                   1997       1996       1996
- ----------------------------------------------------------------------
Commercial Cash-Basis Loans                                          
Collateral-Dependent (at Lower                                       
  of Cost or Collateral Value) (A)         $288       $263     $  763
Other                                       641        642        766
Total Commercial Cash-Basis Loans          $929       $905     $1,529
- ----------------------------------------------------------------------
Commercial Renegotiated Loans              $296       $321       $338
- ----------------------------------------------------------------------
Consumer Loans on which                                              
  Accrual of Interest has been           $2,119     $2,187     $2,719
  Suspended
- ----------------------------------------------------------------------
(A)  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.


- ----------------------------------------------------------------------
Other Real Estate Owned (OREO) and Assets Pending Disposition (A)
- ----------------------------------------------------------------------
                                      March 31,   Dec. 31,  March 31,
(In Millions of Dollars)                   1997       1996       1996
- ----------------------------------------------------------------------
Consumer OREO                            $  408     $  452     $  530
Commercial OREO                             593        614        518
Total OREO                               $1,001     $1,066     $1,048
- ----------------------------------------------------------------------
Assets Pending Disposition (B)             $174       $160       $192
- ----------------------------------------------------------------------
(A)  Carried at lower of cost or collateral value.
(B)  Represents consumer residential mortgage loans that have a  high
     probability of foreclosure.


                                  17
<PAGE>

- ----------------------------------------------------------------------
Credit Loss Reserves (A)                                             
                                      March 31,   Dec. 31,  March 31,
(Dollars In Millions)                      1997       1996       1996
- ----------------------------------------------------------------------
Allowance for Credit Losses:                                         
Consumer                                 $2,442     $2,079     $1,966
Commercial                                3,324      3,424      3,424
Total Allowance for Credit Losses         5,766      5,503      5,390
Reserves For Off-Balance Sheet              191        473        482
  Credit Exposures
Total Credit Loss Reserves               $5,957     $5,976     $5,872
- ----------------------------------------------------------------------
Allowance As a Percent of Total                                      
Loans:
Consumer                                  2.29%      1.86%      1.89%
Commercial                                5.06%      5.46%      5.58%
Total                                     3.34%      3.15%      3.26%
- ----------------------------------------------------------------------
(A)  In  the  first  quarter  of  1997, to be consistent with industry
     practice,  Citicorp  has changed the apportionment and display of 
     credit  loss   reserves  to  report  (1)  $50  million  in  Other 
     Liabilities   attributable  to  standby  letters  of  credit  and 
     guarantees,  and  (2)  $50  million deducted from Trading Account 
     Assets attributable to derivative and foreign exchange contracts, 
     and  (3)  to  restore  to  the  Allowance  for Credit Losses $373 
     million  that  had  previously  been attributed to securitization 
     transactions where the exposure to credit losses is contractually 
     limited  to  the  cash  flows  from  the securitized receivables.  
     Reserves for off-balance sheet credit exposures at March 31, 1997 
     consist   of   the   foregoing  $50  million  included  in  Other 
     Liabilities  and $50 million deducted from Trading Account Assets 
     and   also   include  $91  million  deducted  from  Other  Assets 
     attributable  to mortgage loans sold with recourse.  Prior period 
     amounts have not been reclassified.


- ----------------------------------------------------------------------
Net Write-offs, Additional Provision, and Provision for Credit Losses
                                                        First Quarter
(In Millions of Dollars)                               1997      1996
- ----------------------------------------------------------------------
Net Write-offs (Recoveries):                                         
Consumer (A)                                         $  893    $  707
Commercial                                             (61)        31
Total Adjusted Net Write-offs                           832       738
Effect of Credit Card                                 (434)     (294)
  Securitization Activity
Total                                                $  398    $  444
- ----------------------------------------------------------------------
Additional Provision:                                                
Consumer                                                $25       $50
Commercial                                                -         -
Total                                                   $25       $50
- ----------------------------------------------------------------------
Provision for Credit Losses:                                         
Consumer                                              $ 484      $463
Commercial                                             (61)        31
Total                                                 $ 423      $494
- ----------------------------------------------------------------------
(A)  Adjusted  for the effect of credit card securitization activity,
     including the effect related to credit card receivables held for 
     sale commencing with the 1997 first quarter (see page 16).


                                  18
<PAGE>

- ----------------------------------------------------------------------
Consolidated Statement of Income            CITICORP and Subsidiaries
  (In Millions of                               First Quarter       %
  Dollars,
  Except Per Share                              1997     1996  Change
  Amounts)
- ----------------------------------------------------------------------
Net Interest Revenue                          $2,804   $2,685       4
                                                                     
Provision for Credit Losses                      423      494    (14)
                                                                     
Net Interest Revenue after                                           
  Provision for Credit Losses                  2,381    2,191       9
                                                                     
Fees, Commissions,                                                   
  and Other Revenue
Fees and Commissions                           1,352    1,312       3
Foreign Exchange                                 297      205      45
Trading Account                                  198       90      NM
Securities Transactions                          108      102       6
Other Revenue                                    437      434       1
Total Fees, Commissions,                                             
  and Other Revenue                            2,392    2,143      12
                                                                     
Operating Expense                                                    
Salaries                                       1,264    1,132      12
Employee Benefits                                401      337      19
Total Employee Expense                         1,665    1,469      13
Net Premises                                                         
  and Equipment Expense                          490      457       7
Other Expense                                  1,014      934       9
Total Operating Expense                        3,169    2,860      11
                                                                     
Income Before Taxes                            1,604    1,474       9
                                                                     
Income Taxes                                     609      560       9
                                                                     
Net Income                                   $   995  $   914       9
- ----------------------------------------------------------------------
Income Applicable                                                    
  to Common Stock                               $957     $871      10
                                                                     
Earnings Per Share:                                                  
On Common and Common                                                 
  Equivalent Shares                            $2.01    $1.82      10
                                                                     
Assuming Full Dilution                         $2.01    $1.75      15
- ----------------------------------------------------------------------
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  19
<PAGE>

- ----------------------------------------------------------------------
Consolidated Balance Sheet                  CITICORP and Subsidiaries
                                      March 31,   December          %
(In Millions of Dollars)                   1997    31, 1996     Change
- ----------------------------------------------------------------------
Assets                                                               

Cash and Due from Banks                $  6,574   $  6,905        (5)
Deposits at Interest with Banks          12,593     11,648          8
Securities, at Fair Value                                            
Available for Sale                       30,608     26,062         17
Venture Capital                           2,266      2,124          7
Trading Account Assets                   33,196     30,785          8
Loans Held for Sale (A)                   3,133          -         NM
Federal Funds Sold and Securities                                    
  Purchased Under Resale Agreements      11,844     11,133          6
Loans, Net                                                           
Consumer                                106,721    111,847        (5)
Commercial                               65,750     62,765          5
                                       ------------------------------
Loans, Net of Unearned Income           172,471    174,612        (1)
Allowance for Credit Losses             (5,766)    (5,503)          5
                                       ------------------------------
Total Loans, Net                        166,705    169,109        (1)
Customers' Acceptance Liability           2,188      2,077          5
Premises and Equipment, Net               4,655      4,667          -
Interest and Fees Receivable              3,131      3,068          2
Other Assets                             13,461     13,440          -
                                       ------------------------------
Total                                  $290,354   $281,018          3
                                       ==============================
Liabilities                                                          

Non-Interest-Bearing Deposits in       $ 14,569   $ 14,867        (2)
  U.S. Offices
Interest-Bearing Deposits in U.S.        39,820     40,254        (1)
  Offices
Non-Interest-Bearing Deposits in         10,476      9,891          6
  Offices Outside the U.S.
Interest-Bearing Deposits in Offices    123,983    119,943          3
  Outside the U.S.
                                       ------------------------------
Total Deposits                          188,848    184,955          2
Trading Account Liabilities              23,235     22,003          6
Purchased Funds and Other Borrowings     21,609     18,191         19
Acceptances Outstanding                   2,235      2,104          6
Accrued Taxes and Other Expense           6,038      5,992          1
Other Liabilities                         8,785      8,201          7
Long-Term Debt                           18,824     18,850          -
                                                                     
Stockholders' Equity                                                 

Preferred Stock (Without par value)       1,903      2,078        (8)
Common Stock ($1.00 par value)              506        506          -
  Issued Shares: 506,298,235 in each                                 
  period
Surplus                                   6,612      6,595          -
Retained Earnings                        15,017     14,303          5
Net Unrealized Gains - Securities           687        676          2
  Available for Sale
Foreign Currency Translation              (517)      (486)          6
Common Stock in Treasury, at Cost       (3,428)    (2,950)         16
  Shares: 46,773,535 and 43,081,217,                                 
  respectively
Total Stockholders' Equity               20,780     20,722          -
                                       ------------------------------
Total                                  $290,354   $281,018          3
                                       ==============================
- ----------------------------------------------------------------------
(A) Commencing with the first quarter 1997, Citicorp classifies credit 
    card  and mortgage loans intended for sale as loans held for sale, 
    which are accounted for at the lower of cost or market value.
NM  Not meaningful, as percentage equals or exceeds 100%.
- ----------------------------------------------------------------------


                                  20
<PAGE>

- ----------------------------------------------------------------------
Net Interest Revenue              1st     4th     3rd     2nd     1st
  Statistics                     Qtr.    Qtr.    Qtr.    Qtr.    Qtr.
  (Taxable Equivalent Basis)     1997    1996    1996    1996    1996
  (A)
- ----------------------------------------------------------------------
(In Millions of Dollars)

Adjusted Net Interest Revenue  $3,449  $3,484  $3,330  $3,351  $3,263
  (B):
Effect of Securitized Credit    (630)   (650)   (613)   (615)   (570)
  Card Receivables
                               --------------------------------------
Total                          $2,819  $2,834  $2,717  $2,736  $2,693
                               ======================================
                                                            
(In Billions of Dollars)                                             

Adjusted Average Interest-     $267.3  $262.2  $258.8  $256.8  $254.6
  Earning Assets (B):
Effect of Securitized Credit   (25.1)  (25.9)  (26.2)  (26.2)  (25.9)
  Card Receivables
                               --------------------------------------
Total                          $242.2  $236.3  $232.6  $230.6  $228.7
                               ======================================
                                                                     

Adjusted Net Interest Margin    5.23%   5.28%   5.12%   5.25%   5.15%
  (B)
Effect of Securitized Credit   (.51)%  (.51)%  (.47)%  (.48)%  (.41)%
  Card Receivables
                               --------------------------------------
Total                           4.72%   4.77%   4.65%   4.77%   4.74%
                               ======================================

(A)  The  taxable equivalent adjustment is based on the U.S.  federal
     statutory tax rate of 35%.
(B)  Adjusted for the effect of credit card securitization.
- ----------------------------------------------------------------------


- ----------------------------------------------------------------------
Consolidated Average Balances
                         1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
(In Billions of Dollars)     1997     1996     1996     1996     1996
- ----------------------------------------------------------------------
Loans:                                                               
Consumer                     $106     $108     $106     $104     $104
Commercial                     62       61       61       60       59
                          -------------------------------------------
Total Average Loans          $168     $169     $167     $164     $163
                          ===========================================
Total Average Assets         $285     $276     $268     $268     $268
                          ===========================================
                                                                     
(In Millions of Dollars)

Common Stockholders'      $18,698  $18,321  $17,950  $17,713  $17,362
  Equity
Preferred Equity            2,049    2,078    2,078    2,078    2,367
                          -------------------------------------------
Total Average             $20,747  $20,399  $20,028  $19,791  $19,729
  Stockholders' Equity
                          ===========================================


                                  21
<PAGE>

- ----------------------------------------------------------------------
Calculation of Earnings Per Share
                             First Quarter 1997    First Quarter 1996
                            On Common             On Common          
                           and Common  Assuming  and Common  Assuming
                           Equivalent      Full  Equivalent      Full
(In Millions, except Per       Shares  Dilution      Shares  Dilution
  Share Amounts)
- ----------------------------------------------------------------------
Earnings                                                             

Income Applicable to             $957      $957        $871      $871
  Common Stock
Dividends on Convertible                                             
  Preferred
  Stock, Series 12 and              -         -           -         5
  Series 13 (A)
                          -------------------------------------------
Income Applicable to                                                 
  Common Stock, Adjusted         $957      $957        $871      $876
                          ===========================================
Shares                                                               
Weighted-Average Common                                              
  Shares Outstanding (A)        461.4     461.4       463.4     463.4
Convertible Preferred                                                
  Stock,                            -         -           -      21.0
  Series 12 and Series 13
  (A)
Other Common Equivalent          14.6      14.6        15.2      16.4
  Shares (B)
                          -------------------------------------------
Total                           476.0     476.0       478.6     500.8
                          ===========================================
Earnings Per Share                                                   
Net Income                      $2.01     $2.01       $1.82     $1.75
- ----------------------------------------------------------------------
(A) During  the  first  quarter  of  1996, the  remaining  Convertible
    Preferred Stock, Series 12 and 13 were converted to  59.0  million
    shares  of  common  stock.  The  shares  are included in the fully 
    diluted  computation  on  an  if-converted  basis up to conversion 
    dates, and from conversion dates forward these shares are included 
    in weighted-average common shares outstanding.
(B) Includes  the  dilutive effect of stock options and stock purchase
    agreements computed  using the treasury  stock  method  and shares
    issuable under deferred stock awards.
- ----------------------------------------------------------------------


- ----------------------------------------------------------------------
                                                 March 31,  March 31,
(In Thousands)                                        1997       1996
- ----------------------------------------------------------------------
Common Shares Outstanding                          459,525    480,657
                          ===========================================


                                  22
<PAGE>

- ----------------------------------------------------------------------
Other Revenue                                   First Quarter       %
  (In Millions of                               1997  1996(A)  Change
  Dollars)
- ----------------------------------------------------------------------
Credit Card                                                          
  Securitization                                $165     $233    (29)
  Activity (B)
Venture Capital                                   93       38      NM
Affiliate Earnings                                59       62     (5)
Net Asset Gains                                                      
  and Other Items                                120      101      19
                                                ----------------------
Total                                           $437     $434       1
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
(B)  Includes net credit losses on credit card receivables held for
     sale commencing with the 1997 first quarter (see page 16).
NM   Not meaningful, as percentage equals or exceeds 100%.
- ----------------------------------------------------------------------


- ----------------------------------------------------------------------
Trading-Related                                 First Quarter       %
  Revenue
  (In Millions of                               1997  1996(A)  Change
  Dollars)
- ----------------------------------------------------------------------
By Business Sector:                                                  
Corporate Banking:                                                   
Emerging Markets                                $218     $177      23
Global                                                               
  Relationship                                   319      165      93
  Banking
Total                                                                
  Corporate Banking                              537      342      57
Consumer and Other                                52       50       4
Total                                           $589     $392      50
- ----------------------------------------------------------------------
By Trading                                                           
  Activity:
Foreign Exchange                                $260     $217      20
  (B)
Derivative (C)                                   182      142      28
Fixed Income (D)                                  62        4      NM
Other                                             85       29      NM
Total                                           $589     $392      50
- ----------------------------------------------------------------------
By Income Statement                                                  
  Line:
Foreign Exchange                                $297     $205      45
Trading Account                                  198       90      NM
Other (E)                                         94       97     (3)
Total                                           $589     $392      50
- ----------------------------------------------------------------------
(A)  Reclassified to conform to the latest quarter's presentation.
(B)  Foreign   exchange   activity  includes  foreign  exchange  spot, 
     forward, and option contracts.
(C)  Derivative activity primarily includes interest rate and currency
     swaps,  options,  financial  futures,  and  equity  and commodity 
     contracts.
(D)  Fixed  income  activity  principally  includes  debt  instruments
     including  government  and  corporate  debt  as  well as mortgage 
     assets.
(E)  Primarily net interest revenue.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                  23
<PAGE>

Item 7.    Financial Statements, Pro Forma Financial
           Information and Exhibits

            -     Exhibit No. 12(a)  Calculation of Ratio of Income to
                  Fixed Charges

            -     Exhibit No. 12(b)  Calculation of Ratio of Income to
                  Fixed Charges Including Preferred Stock Dividends of
                  Income to Fixed Charges


                                  24
<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: April 15, 1997


                                  25

<TABLE>
<CAPTION>
CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
(In Millions)
                                                           YEAR ENDED DECEMBER 31,                      THREE MONTHS ENDED
                                                                                                             MARCH 31,
EXCLUDING INTEREST ON DEPOSITS:              1996        1995        1994        1993        1992        1997        1996
                                            ------      ------      ------      ------      ------      ------      ------
<S>                                         <C>         <C>         <C>         <C>         <C>          <C>         <C>  
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                3,435       4,110       5,906       6,324       5,826         824         905
     INTEREST FACTOR IN RENT EXPENSE           150         140         143         147         162          40          37
                                            ------      ------      ------      ------      ------      ------      ------

        TOTAL FIXED CHARGES                  3,585       4,250       6,049       6,471       5,988         864         942
                                            ------      ------      ------      ------      ------      ------      ------

INCOME:
     NET INCOME                              3,788       3,464       3,422 (A)   1,919 (B)     722         995         914
     INCOME TAXES                            2,285       2,121       1,189         941         696         609         560
     FIXED CHARGES                           3,585       4,250       6,049       6,471       5,988         864         942
                                            ------      ------      ------      ------      ------      ------      ------

        TOTAL INCOME                         9,658       9,835      10,660       9,331       7,406       2,468       2,416
                                            ======      ======      ======      ======      ======      ======      ======

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS           2.69        2.31        1.76        1.44        1.24        2.86        2.56
                                            ======      ======      ======      ======      ======      ======      ======


INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                       12,409      13,012      14,902      16,121      16,327       3,224       3,091
     INTEREST FACTOR IN RENT EXPENSE           150         140         143         147         162          40          37
                                            ------      ------      ------      ------      ------      ------      ------

        TOTAL FIXED CHARGES                 12,559      13,152      15,045      16,268      16,489       3,264       3,128
                                            ------      ------      ------      ------      ------      ------      ------

INCOME:
     NET INCOME                              3,788       3,464       3,422 (A)   1,919 (B)     722         995         914
     INCOME TAXES                            2,285       2,121       1,189         941         696         609         560
     FIXED CHARGES                          12,559      13,152      15,045      16,268      16,489       3,264       3,128
                                            ------      ------      ------      ------      ------      ------      ------

        TOTAL INCOME                        18,632      18,737      19,656      19,128      17,907       4,868       4,602
                                            ======      ======      ======      ======      ======      ======      ======


RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS           1.48        1.42        1.31        1.18        1.09        1.49        1.47
                                            ======      ======      ======      ======      ======      ======      ======
</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.



<TABLE>
<CAPTION>
CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
(In Millions)                                         YEAR ENDED DECEMBER 31,                     THREE MONTHS ENDED
                                                                                                      MARCH 31,
EXCLUDING INTEREST ON DEPOSITS:                1996      1995      1994         1993      1992      1997      1996
                                              ------    ------    ------       ------    ------    ------    ------
<S>                                           <C>       <C>       <C>          <C>       <C>        <C>       <C>  
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                  3,435     4,110     5,906        6,324     5,826       824       905
     INTEREST FACTOR IN RENT EXPENSE             150       140       143          147       162        40        37
     DIVIDENDS--PREFERRED STOCK                  261       553       505(A)       465       416        61        76
                                              ------    ------    ------       ------    ------    ------    ------

        TOTAL FIXED CHARGES                    3,846     4,803     6,554        6,936     6,404       925     1,018
                                              ------    ------    ------       ------    ------    ------    ------

INCOME:
     NET INCOME                                3,788     3,464     3,422 (B)    1,919 (C)   722       995       914
     INCOME TAXES                              2,285     2,121     1,189          941       696       609       560
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                       3,585     4,250     6,049        6,471     5,988       864       942
                                              ------    ------    ------       ------    ------    ------    ------

        TOTAL INCOME                           9,658     9,835    10,660        9,331     7,406     2,468     2,416
                                              ======    ======    ======       ======    ======    ======    ======

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS             2.51      2.05      1.63         1.35      1.16      2.67      2.37
                                              ======    ======    ======       ======    ======    ======    ======

INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                         12,409    13,012    14,902       16,121    16,327     3,224     3,091
     INTEREST FACTOR IN RENT EXPENSE             150       140       143          147       162        40        37
     DIVIDENDS--PREFERRED STOCK                  261       553       505 (A)      465       416        61        76
                                              ------    ------    ------       ------    ------    ------    ------

        TOTAL FIXED CHARGES                   12,820    13,705    15,550       16,733    16,905     3,325     3,204
                                              ------    ------    ------       ------    ------    ------    ------

INCOME:
     NET INCOME                                3,788     3,464     3,422 (B)    1,919 (C)   722       995       914
     INCOME TAXES                              2,285     2,121     1,189          941       696       609       560
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                      12,559    13,152    15,045       16,268    16,489     3,264     3,128
                                              ------    ------    ------       ------    ------    ------    ------
        TOTAL INCOME                          18,632    18,737    19,656       19,128    17,907     4,868     4,602
                                              ======    ======    ======       ======    ======    ======    ======

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS             1.45      1.37      1.26         1.14      1.06      1.46      1.44
                                              ======    ======    ======       ======    ======    ======    ======
</TABLE>

(A)   CALCULATED ON A BASIS OF AN ASSUMED TAX RATE OF 29% FOR 1994.
(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.



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