CITICORP
8-K, 1998-01-21
NATIONAL COMMERCIAL BANKS
Previous: CHRYSLER FINANCIAL CORP, 424B3, 1998-01-21
Next: CLARK REFINING & MARKETING INC, S-4/A, 1998-01-21




                  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): January 20, 1998

                               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  net income was $1.061  billion in quarter,  up 7%; Per share
earnings of $2.20 rose 12%; 1997 income excluding restructuring charge
increased 9% to $4.1 billion, Per share income of $8.51 was 15% higher


Earnings Analysis (A)    Fourth Quarter      %       Full Year      %
(In Millions of            1997    1996 Change    1997    1996 Change
  Dollars)

Adjusted Revenue         $6,006  $5,747      5 $23,324 $21,542      8
Adjusted Operating        3,417   3,288      4  13,170  12,241      8
  Expense
Operating Margin          2,589   2,459      5  10,154   9,301      9
Consumer Credit Costs       866     844      3   3,538   3,115     14
Commercial Credit Costs      24    (15)     NM    (95)    (87)    (9)
  (Benefits)
Operating Margin Less     1,699   1,630      4   6,711   6,273      7
  Credit Costs
Additional Provision         25      50   (50)     100     200   (50)
Restructuring Charge          -       -      -     889       -     NM
Income Before Taxes      $1,674  $1,580      6  $5,722  $6,073    (6)
Net Income               $1,061    $987      7  $3,591  $3,788    (5)


Earnings Per Share        $2.20   $1.97     12   $7.33   $7.43    (1)
  (Diluted)
Return on Common Equity    21.5    20.6      -    18.1    20.4      -
  (%)
Return on Assets (%)       1.39    1.42      -    1.22    1.40      -
Average Shares
  Outstanding             466.6   480.7    (3)   471.1   489.3    (4)
  (Diluted) (In
  Millions)

Excluding Restructuring Charge:

Income                                          $4,147  $3,788      9
Income Per Share (Diluted)                       $8.51   $7.43     15
Return on Common Equity (%)                       20.9    20.4      -
Return on Assets (%)                              1.41    1.40      -

(A)   See the  Margin  Basis  Reconciliation  table on page 17,  which
      reconciles  the  Consolidated  Statement of Income on page 13 to
      the adjusted numbers reported above.
NM Not meaningful, as percentage equals or exceeds 100%.


On January 20, 1998,  Citicorp reported net income for the 1997 fourth
quarter of $1.1 billion or $2.20 per diluted  common share,  up 7% and
12%, respectively. For the full year, income was $4.1 billion, up $359
million or 9% from 1996,  excluding the $556 million  after-tax effect
of the third quarter  restructuring  charge ($889 million pretax),  or
$8.51 per diluted common share.  Including the charge, 1997 net income
was $3.6 billion or $7.33 per diluted common share.

John S. Reed,  Citicorp Chairman,  said: "It was anything but a normal
quarter.  The Asian turmoil  reduced our pretax  results by about $250
million -- $100  million  related to  translating  normal  earnings at
reduced exchange rates,  $60 million related to spread  compression in
our Asian and Brazilian consumer businesses, and the remainder related
to specific market  movements that produced both  exceptional  foreign
exchange  earnings and losses in other  trading.  Fortunately,  strong
markets  in  the  United   States  and  Europe   helped  offset  these
conditions."


                                                                     1
<PAGE>

Against  Citicorp's  Business  Directions   performance  targets,  and
excluding the restructuring charge, 1997 results achieved a 9% gain in
income (a 15% rise in diluted  income per  share),  a return on common
equity of 20.9%, and a ratio of incremental  revenue to expense of 1.9
to 1 (2.0 to 1 for the  1997  fourth  quarter).  For  the  full  year,
Citicorp  generated  an  estimated  $2.1  billion of free  capital and
repurchased  18.8 million shares of common stock for $2.3 billion.  At
December 31, 1997,  the Tier 1 capital ratio was estimated at 8.3%, at
the high end of the target range of 8.0%-8.3%, after the repurchase of
6.1  million  shares  of  common  stock for $0.8  billion  during  the
quarter.

Adjusted  revenue grew 5% from the 1996 fourth  quarter -- 9% adjusted
for the effect of foreign currency  translation -- with growth in many
areas led by Global  Relationship  Banking,  but was  reduced by lower
revenue in Global  Consumer  in the  emerging  markets.  Adjusted  net
interest  revenue  (taxable  equivalent  basis) of $3.5 billion in the
quarter was  essentially  unchanged  from 1996, as the effect of asset
growth was offset by spread  compression.  Adjusted fee and commission
revenue  of $1.5  billion  was up 6% or $91  million.  Trading-related
revenue of $347 million in the quarter,  down $196 million from a year
ago,  reflected strong foreign  exchange  revenue  partially offset by
trading account losses. Net asset gains and securities transactions of
$456  million  grew  $329  million  from a year ago.  Venture  capital
revenue  increased  $72 million to $248  million.  Adjusted  operating
expense  increased 4% -- 8% excluding the effects of foreign  exchange
translation.

Consumer  credit  costs of $866 million  increased  $22 million from a
year  ago,   reflecting   increases  in  Cards  and   improvements  in
Citibanking  and the Private Bank.  U.S.  bankcards  credit costs were
$655 million or 5.64% of average managed loans for the quarter,  up $5
million from the 1997 third quarter  (excluding an $11 million benefit
from the third  quarter sale of certain  charged-off  accounts) and up
$47 million from a year ago. U.S. bankcards credit costs were 5.68% of
average managed loans in the 1997 third quarter (excluding the benefit
from the sale of certain  charged-off  accounts) and 5.45% a year ago.
Global Corporate Banking credit costs remained low at $24 million.

Of the $889 million  restructuring  charge  recorded in the 1997 third
quarter,  approximately  $39 million of reserves were utilized  during
the 1997 fourth  quarter,  primarily for severance and related  costs,
and $245 million of premises and equipment  writedowns were recognized
in the 1997 third quarter.  The implementation of these  restructuring
programs,  which are expected to be substantially completed by the end
of 1998,  is  designed  to ensure a positive  effect on the quality of
customer service and minimal effect on staff dislocations.

The Consumer businesses -- Citibanking, Cards, and the Private Bank --
earned  $456  million  in the  quarter  on  adjusted  revenue  of $3.5
billion.  Net income from Global Corporate Banking was $556 million in
the quarter on adjusted revenue of $2.2 billion.

Citibank  strengthened  its  position  as the leading  worldwide  card
business with an agreement to acquire AT&T  Universal  Card  Services,
which  will  add   approximately   $15  billion  in  managed  customer
receivables and 13.6 million accounts.  The transaction is expected to
close by the 1998 second quarter  following  regulatory  reviews.  The
agreement  also   established  a  co-branding   and  joint   marketing
arrangement with AT&T.  Citibank announced an agreement to acquire the
European  Global Trust and Agency  Services  business of J. P. Morgan,
and concluded a custody joint venture with Bank of Montreal.

During  the  quarter,  the  company  adopted  Statement  of  Financial
Accounting  Standards No. 128 -- Earnings per Share,  and has restated
previously reported per share amounts.  Under the new standard,  basic
earnings  per share  excludes  dilution  and is  computed  by dividing
income  applicable to common stock by the  weighted-average  number of
common shares  outstanding for the period.  Diluted earnings per share
reflects the additional  dilution that could occur from employee stock
options and other items that could potentially  result in the issuance
of common stock.


2
<PAGE>

Global Consumer earns $456 million in the fourth quarter;
Emerging markets net income down


Global Consumer          Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue         $3,531  $3,567    (1) $14,061 $13,495      4
Adjusted Operating        1,967   1,887      4   7,695   7,297      5
  Expense
Operating Margin          1,564   1,680    (7)   6,366   6,198      3
Credit Costs (B)            866     844      3   3,538   3,115     14
Operating Margin Less       698     836   (17)   2,828   3,083    (8)
  Credit Costs
Additional Provision         25      50   (50)     100     200   (50)
Restructuring Charge          -       -      -     580       -     NM
Income Before Taxes         673     786   (14)   2,148   2,883   (25)
Income Taxes                217     215      1     595     855   (30)
Net Income               $  456  $  571   (20) $ 1,553 $ 2,028   (23)

Average Assets (In         $133    $129      3    $132    $126      5
  Billions of Dollars)
Return on Assets (%)       1.36    1.76      -    1.18    1.61      -


Excluding Restructuring Charge:

Income                                          $1,904  $2,028    (6)
Return on Assets (%)                              1.44    1.61      -

(A)  Reclassified to conform to the latest quarter's presentation.
(B)  Includes the effect of credit card securitization and, commencing
     with the 1997 first  quarter,  the effect  related to credit card
     receivables held for sale.
NM   Not meaningful, as percentage equals or exceeds 100%.


o    Global  Consumer  reported  net  income  of $456  million  in the
     quarter,  down $115 million from 1996,  principally due to a $107
     million  decrease  in the  emerging  markets.  Net  income in the
     emerging  markets  reflected  declines in Citibanking  and Cards,
     primarily in Asia Pacific and Brazil.  In the developed  markets,
     net income declind $8 million  reflecting  strong  performance in
     Citibanking  in the U.S.,  offset by a higher  effective tax rate
     and lower U.S.  bankcards  earnings.  Global  Consumer income was
     $1.9 billion  (excluding the $351 million after-tax effect of the
     1997 third quarter restructuring charge) in 1997 and $2.0 billion
     in 1996.

o    Total  consumer  accounts  grew to 56 million in 57 countries and
     territories. The U.S. bankcards business reported a 2% decline in
     accounts,  while accounts in other consumer businesses grew by 5%
     from a year ago,  including  12% account  growth in the  emerging
     markets.  The number of accounts in North America,  Europe, Asia,
     and Latin America at year-end  totaled 36 million,  8 million,  7
     million, and 5 million, respectively.

o    Revenue was down  slightly  in the quarter -- up 3% adjusted  for
     the  effect  of  foreign   currency   translation  --  reflecting
     worldwide  business  volume  growth  and spread  improvements  in
     Citibanking in the U.S.,  lower spreads in the emerging  markets,
     and the U.S bankcard competitive operating environment.  The 1996
     fourth  quarter  included a $24 million pretax gain from the sale
     of an interest in an Asian affiliate.

o    Adjusted  operating  expense  increased 4% -- 9% adjusted for the
     effect of foreign  currency  translation -- reflecting  continued
     efforts  to  expand  the  account  base,  investment  in  product
     development and testing, and expansion into new marketplaces.

o    Credit  costs in the quarter  were $866  million,  up $10 million
     from the 1997  third  quarter  and up $22  million  from the 1996
     fourth quarter. The ratio of net credit losses to average managed
     loans was stable at 2.50% in both 1997 fourth and


                                                                     3
<PAGE>

     third quarters,  and 2.51% a year ago. Global Consumer  continued
     to build the  allowance  for credit  losses,  adding $25  million
     above net write-offs in the quarter.

o    The credit card product line  expanded with the  introduction  of
     the Citibank  Platinum  Select  AAdvantage  card.  Citibank  also
     released the next  generation  of Direct  Access,  its  acclaimed
     online banking service,  and unveiled a new look and new features
     for its Internet website.

o    In  Canada,  Citibank  was  awarded  a  contract  by the  Federal
     Government to provide a bankcard for government purchases; and in
     India, Citibank opened its seventh branch, at Pune in Maharashtra
     state.

o    The recognition of Citibank as a brand was reflected in its being
     ranked  among the top five in the Far Eastern  Economic  Review's
     listing of Asia's Top Ten Leading Companies.


Citibanking              Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
Dollars)

Revenue                  $1,528  $1,502      2  $6,030  $5,796      4
Operating Expense         1,120   1,070      5   4,333   4,129      5
Operating Margin            408     432    (6)   1,697   1,667      2
Credit Costs                139     155   (10)     567     634   (11)
Operating Margin Less       269     277    (3)   1,130   1,033      9
  Credit Costs
Additional Provision          -       -      -       -       4     NM
Restructuring Charge          -       -      -     457       -     NM
Income Before Taxes         269     277    (3)     673   1,029   (35)
Income Taxes                101      68     49     195     306   (36)
Net Income               $  168  $  209   (20)  $  478  $  723   (34)

Average Assets (In          $86     $83      4     $85     $83      2
  Billions of Dollars)
Return on Assets (%)       0.78    1.00      -    0.56    0.87      -

Excluding Restructuring Charge:

Income                                            $753    $723      4
Return on Assets (%)                              0.89    0.87      -

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


o    Income  before taxes from  Citibanking  activities  -- delivering
     products  and  services  to   customers   through   branches  and
     electronic  delivery  systems -- was $269 million in the quarter,
     down  $8  million  or 3% from  1996,  reflecting  an $83  million
     decline in the emerging markets and an increase of $75 million in
     the developed markets. Net income was further reduced by a higher
     effective tax rate.  For the 1997 full year,  income before taxes
     (excluding  the $457  million  effect of the 1997  third  quarter
     restructuring  charge) was $1.1  billion,  up $101 million or 10%
     from 1996.

o    Worldwide  Citibanking accounts totaled 20 million as of December
     31,  1997,  up 4% from a year ago,  including  10%  growth in the
     emerging  markets.  Average customer deposits of $95 billion were
     up  4% --  11%  adjusted  for  the  effect  of  foreign  currency
     translation  -- from a  year-ago,  reflecting  increased  account
     openings  and  deposit  levels  primarily  due  to a  "flight  to
     quality" in Asia, and growth in the United States.

o    Revenue  increased  2% in the  quarter -- up 6% in the  developed
     markets and down 6% in the emerging markets. Excluding the effect
     of foreign currency  translation and the 1996 gain on the sale of
     an interest in an Asian affiliate, revenue increased 9% -- 11% in
     the developed markets and 6% in the emerging  markets.  Developed
     markets revenue reflected growth in all regions, including spread
     improvements  in the  United  States.  Emerging  markets  revenue
     reflected  business  volume  increases  in Asia Pacific and Latin
     America,  which were more than  offset by lower  spreads  and the
     effect of foreign currency translation.


4
<PAGE>

o    Operating expense in the quarter was up 5% -- 3% in the developed
     markets and 9% in the emerging  markets.  Excluding the effect of
     foreign currency translation,  operating expense increased 10% --
     6% in the  developed  markets and 17% in the emerging  markets --
     reflecting account growth,  franchise expansion,  and new product
     development costs.

o    Credit costs in the quarter declined by $16 million or 10% from a
     year ago,  reflecting the effect of foreign currency  translation
     and  improvement  in the U.S.  and  Europe,  offset by higher net
     credit losses in Asia Pacific and Latin America.


Cards                    Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue         $1,715  $1,780    (4)  $6,903  $6,666      4
Adjusted Operating          653     631      3   2,634   2,482      6
  Expense
Operating Margin          1,062   1,149    (8)   4,269   4,184      2
Credit Costs                736     685      7   2,990   2,482     20
Operating Margin Less       326     464   (30)   1,279   1,702   (25)
  Credit Costs
Additional Provision         25      50   (50)     100     196   (49)
Restructuring Charge          -       -      -      95       -     NM
Income Before Taxes         301     414   (27)   1,084   1,506   (28)
Income Taxes                 92     130   (29)     320     482   (34)
Net Income               $  209  $  284   (26)  $  764  $1,024   (25)

Average Assets (In          $31     $30      3     $31     $27     15
  Billions of Dollars)
Return on Assets (%)       2.67    3.77      -    2.46    3.79      -

Excluding Restructuring Charge:

Income                                            $822  $1,024   (20)
Return on Assets (%)                              2.65    3.79      -

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


o    Net income from Cards  worldwide -- bankcards,  Diners Club,  and
     private label cards -- was $209 million in the quarter,  down $75
     million from the 1996  quarter,  due to a $48 million  decline in
     the emerging markets,  and a $27 million decline in the developed
     markets,  primarily in U.S.  bankcards.  However,  U.S. bankcards
     earnings were higher than in the 1997 second and third  quarters.
     Cards in the emerging markets represented 28% of Cards net income
     in the quarter,  compared with 37% in the 1996  quarter.  For the
     1997  full  year,  income  was $822  million  (excluding  the $58
     million after-tax effect of the 1997 third quarter  restructuring
     charge),  down $202  million  or 20% from 1996.  Cards  worldwide
     return on managed assets (including securitized card receivables)
     in the  fourth  quarter  was  1.44%,  compared  with 2.03% in the
     year-ago quarter.

o    Card  accounts  worldwide  totaled 36 million as of December  31,
     1997. Excluding U.S. bankcards, accounts increased 8% from a year
     ago including a 14% increase in the emerging markets. (The number
     of  cards  in  force,  including  affiliates,  at year end was 65
     million,  up from 61 million in 1996).  Cards,  including  Diners
     Club, operated in 45 countries and territories,  compared with 43
     a year ago.

o    U.S. bankcards charge volumes increased from the year-ago quarter
     by $1.2  billion or 4% to $27.9  billion and managed  receivables
     were up $1.2  billion  to $48.2  billion.  Cards  revenue  in the
     developed markets was down 2% in the quarter, however, reflecting
     competitive  pricing  in  the  U.S.  bankcards  business.  Fourth
     quarter revenue in emerging markets Cards was down 12%, but up 2%
     adjusted  for  the  effect  of  foreign   currency   translation,
     reflecting  higher loan volumes offset by reduced earnings from a
     Latin America affiliate and lower spreads.

o    Adjusted  operating  expense  increased  3% -- 8% in the emerging
     markets  and  2% in  the  developed  markets.  Operating  expense
     increased  8%  adjusted  for  the  effect  of  foreign   currency
     translation  --  23%  in  the  emerging  markets  and  5% in


                                                                     5
<PAGE>

     the  developed  markets  -- in support  of higher  loan  volumes,
     continued  investment spending to expand the franchise,  and risk
     management programs in U.S. bankcards.

o    Credit  costs  of $736  million  decreased  $4  million  from the
     preceding  quarter  (excluding  an $11 million  benefit  from the
     third quarter sale of certain charged-off accounts) and increased
     $51 million from the 1996 quarter.

o    Credit  costs in U.S.  bankcards  were $655  million  or 5.64% of
     average  managed  loans,  compared  with  $650  million  or 5.68%
     (excluding  the $11 million and 10 basis point  benefit  from the
     sale of certain  charged-off  accounts) in the prior  quarter and
     $608   million  or  5.45%  in  the  1996  fourth   quarter.   The
     12-month-lagged  loss  ratio was 5.86% in the  quarter,  compared
     with 6.03% (excluding the 10 basis point benefit from the sale of
     certain  charged-off  accounts) in the prior  quarter and 5.73% a
     year-ago.  The percent of gross  write-offs from  bankruptcies in
     the quarter was 40.8%,  compared  with 39.8% in the prior quarter
     and 38.0% in the 1996 quarter.  Managed loans  delinquent 90 days
     or more were $856 million or 1.80% at quarter-end,  compared with
     $806  million or 1.76% for the third  quarter and $886 million or
     1.90% a year-ago.  The increase in U.S.  bankcards  delinquencies
     from the third quarter reflected seasonal factors.

o    Credit costs in non-U.S.  bankcard portfolios were $81 million or
     3.52% of managed loans, compared with $90 million or 3.92% in the
     third quarter and $77 million or 3.58% in the 1996 quarter.


Private Bank             Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue           $288    $285      1  $1,128  $1,033      9
Adjusted Operating          194     186      4     728     686      6
  Expense
Operating Margin             94      99    (5)     400     347     15
Credit (Benefits) Costs     (9)       4     NM    (19)     (1)     NM
Operating Margin
  Less Credit               103      95      8     419     348     20
  (Benefits) Costs
Restructuring Charge          -       -      -      28       -     NM
Income Before Taxes         103      95      8     391     348     12
Income Taxes                 24      17     41      80      67     19
Net Income                 $ 79    $ 78      1  $  311  $  281     11

Average Assets (In          $16     $16      -     $16     $16      -
  Billions of Dollars)
Return on Assets (%)       1.96    1.94      -    1.94    1.76      -

Excluding Restructuring Charge:

Income                                            $329    $281     17
Return on Assets (%)                              2.06    1.76      -

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


o    Private  Bank  income  before  taxes  was  $103  million  for the
     quarter, up 8% from the 1996 fourth quarter. Net income growth in
     the quarter was reduced by a higher  effective tax rate.  For the
     1997  full  year,  income  was $329  million  (excluding  the $18
     million  after-tax effect of the  restructuring  charge),  up $48
     million or 17% from 1996.

o    Client  business  volumes  under  management  at  the  end of the
     quarter  reached  $101  billion,  up 5% from $96  billion  a year
     earlier.  Growth in discretionary and advisory  investments,  and
     trust  and  fiduciary   contributed   substantially  all  of  the
     increase.

o    Revenue  increased 1% in the quarter,  3% excluding the effect of
     foreign currency  translation.  Emerging markets revenue was down
     2%,  primarily due to market  volatility  in Asia Pacific,  while
     developed  markets  revenue  was up 3%.  Revenue  growth was also
     reduced  by lower  revenue  related  to market  performance,  and
     increased by client- related foreign exchange revenue.


6
<PAGE>

o    Adjusted  operating  expense  increased  4% -- 8%  excluding  the
     effect of foreign  currency  translation -- primarily  reflecting
     increased staffing needed to support higher business volumes, and
     marketing and technology initiatives.

o    Credit  costs for the quarter and the full year were a benefit as
     a result of recoveries  combined with low credit losses.  Overall
     credit trends continued to improve, with loans delinquent 90 days
     or more down to $110 million or 0.72% of loans, from $146 million
     or 0.94% in the preceding  quarter,  and $193 million or 1.26% in
     the fourth quarter of 1996, reflecting continued active portfolio
     management.


Global Consumer in       Fourth Quarter      %       Full Year      %
  Emerging Markets
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue           $910    $983    (7)  $3,810  $3,635      5
Adjusted Operating          585     540      8   2,260   2,060     10
  Expense
Operating Margin            325     443   (27)   1,550   1,575    (2)
Credit Costs                 88      77     14     368     357      3
Operating Margin Less       237     366   (35)   1,182   1,218    (3)
  Credit Costs
Additional Provision         25       1     NM      51      15     NM
Restructuring Charge          -       -      -     131       -     NM
Income Before Taxes         212     365   (42)   1,000   1,203   (17)
Income Taxes                 35      81   (57)     181     270   (33)
Net Income                 $177    $284   (38)  $  819  $  933   (12)

Average Assets (In          $42     $40      5     $42     $38     11
  Billions of Dollars)
Return on Assets (%)       1.67    2.82      -    1.95    2.46      -

Excluding Restructuring Charge:

Income                                            $901    $933    (3)
Return on Assets (%)                              2.15    2.46      -

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


o    Net  income  in the  emerging  markets  was $177  million  in the
     quarter,  down  $107  million  from a year  ago,  reflecting  the
     economic  turmoil in Asia  Pacific  and the  contagion  effect on
     Brazil.   For  the  1997  full  year,  income  was  $901  million
     (excluding  the $82  million  after-tax  effect of the 1997 third
     quarter restructuring charge), down $32 million or 3% from 1996.

o    Revenue declined by 7% in the quarter,  but was up slightly after
     adjusting  for  the  effect  of  foreign  currency   translation.
     Business volume growth was partially  offset by reduced  spreads,
     mainly  due to higher  funding  costs  associated  with  economic
     conditions,   as  well  as  related  initiatives   including  the
     extension of funding tenors,  increased liquidity  cushions,  and
     tightened credit criteria in certain countries. Expense growth of
     8% -- 18% adjusted for the effect of foreign currency translation
     -- reflected  spending  associated  with business  volume growth,
     including  double-digit growth in accounts and customer loans and
     deposits   (adjusted   for  the   effect  of   foreign   currency
     translation).  Expense growth also reflected  continued franchise
     building efforts including product development,  new and existing
     market expansion, and technology initiatives.

o    Credit  costs  in  the  emerging  markets  decreased  $3  million
     (increased $5 million adjusted for the effect of foreign currency
     translation)  from the 1997  third  quarter,  and  increased  $11
     million ($28 million  adjusted for the effect of foreign currency
     translation)  from the 1996 fourth  quarter.  The net credit loss
     ratio in Asia  Pacific  was  0.88%,  up from  0.83% in the  third
     quarter and 0.79% a year ago.  The net credit loss ratio in Latin
     America  was 2.29%,  down from 2.57% in the third  quarter and up
     from 2.14% a year ago.  Emerging markets managed loans delinquent
     90 days or more  were  $465  million  or  1.43%  at  quarter-end,
     compared  with $453  million or 1.31% for the third  quarter  and
     $370 million or 1.12% a year-ago.  The emerging markets built the
     loan loss allowance by $25 million.


                                                                     7
<PAGE>

Global Consumer in       Fourth Quarter      %       Full Year      %
  Developed Markets
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)
Adjusted Revenue         $2,621  $2,584      1 $10,251  $9,860      4
Adjusted Operating        1,382   1,347      3   5,435   5,237      4
  Expense
Operating Margin          1,239   1,237      -   4,816   4,623      4
Credit Costs                778     767      1   3,170   2,758     15
Operating Margin Less       461     470    (2)   1,646   1,865   (12)
  Credit Costs
Additional Provision          -      49     NM      49     185   (74)
Restructuring Charge          -       -      -     449       -     NM
Income Before Taxes         461     421     10   1,148   1,680   (32)
Income Taxes                182     134     36     414     585   (29)
Net Income               $  279  $  287    (3) $   734  $1,095   (33)

Average Assets (In          $91     $89      2     $90     $88      2
  Billions of Dollars)
Return on Assets (%)       1.22    1.28      -    0.82    1.24      -

Excluding Restructuring Charge:

Income                                          $1,003  $1,095    (8)
Return on Assets (%)                              1.11    1.24      -

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


o    Income before taxes in the developed  markets was $461 million in
     the  quarter,  up  $40  million  from  1996,   reflecting  strong
     performance in Citibanking and lower earnings in U.S.  bankcards.
     Net income was reduced by a higher  effective tax rate of 39%, up
     from 32% in 1996,  primarily reflecting changes in the nature and
     geographic  mix of earnings.  For the 1997 year,  income was $1.0
     billion  (excluding the $269 million after-tax effect of the 1997
     third quarter restructuring  charge), down $92 million or 8% from
     1996.

o    Revenue was up 1% in the quarter -- 4% adjusted for the effect of
     foreign currency translation,  primarily in Germany -- reflecting
     strong growth in the U.S. Citibanking business,  partially offset
     by  lower  revenue  in  U.S.  bankcards.  Expense  grew  3% -- 6%
     adjusted  for the effect of foreign  currency  translation  -- in
     support of higher business volumes, new product development,  and
     risk  management  activities  in U.S.  bankcards.  Managed  loans
     delinquent  90 days or more  were  $2,733  million  or  2.58%  at
     quarter-end,  compared with $2,763 million or 2.66% for the third
     quarter and $3,218 million or 3.10% a year-ago.

o    Credit  costs in the  developed  markets  increased  by 1% in the
     quarter from the 1996 fourth  quarter,  reflecting  higher credit
     costs in U.S.  bankcards,  offset by  improvements in Citibanking
     and the Private Bank.


8
<PAGE>

Global Corporate Banking net income was $556 million in quarter


Global Corporate         Fourth Quarter      %       Full Year      %
  Banking
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue         $2,182  $1,994      9  $8,269  $7,152     16
Adjusted Operating        1,360   1,224     11   5,000   4,467     12
  Expense
Operating Margin            822     770      7   3,269   2,685     22
Credit Costs (Benefits)      24    (15)     NM    (95)    (87)    (9)
Operating Margin
  Less Credit Costs         798     785      2   3,364   2,772     21
  (Benefits)
Restructuring Charge          -       -      -     281       -     NM
Income Before Taxes         798     785      2   3,083   2,772     11
Income Taxes                242     240      1     693     611     13
Net Income               $  556  $  545      2  $2,390  $2,161     11

Average Assets (In         $164    $142     15    $156    $139     12
  Billions of Dollars)
Return on Assets (%)       1.35    1.53      -    1.53    1.55      -

Excluding Restructuring Charge:

Income                                          $2,558  $2,161     18
Return on Assets (%)                              1.64    1.55      -

(A)  Reclassified to conform to the latest quarter's presentation.

NM   Not meaningful, as percentage equals or exceeds 100%.


o    Net income was $556 million in the quarter,  up $11 million or 2%
     from 1996. For the full year,  income (excluding the $168 million
     after-tax effect of the  restructuring  charge) was $2.6 billion,
     up $397 million or 18%.

o    Revenue  in the  quarter  increased  $188  million or 9% from the
     year-ago quarter,  with $53 million of the increase  attributable
     to the Emerging Markets business and $135 million attributable to
     Global  Relationship  Banking.  Excluding  the  effect of foreign
     currency  translation,  revenue rose 15%  compared  with the 1996
     fourth quarter. Adjusted operating expense increased $136 million
     or 11% from 1996 -- 15% excluding the effect of foreign  currency
     translation  -- with $69 million of the  increase in the Emerging
     Markets business and $67 million in Global Relationship  Banking.
     Credit costs were $24 million and compared  with a net benefit of
     $15 million in 1996.

o    Cash-basis loans of $1,064 million  increased $159 million from a
     year  ago  reflecting  improvements  of $122  million  in  Global
     Relationship  Banking  (primarily  real estate) and  increases of
     $281 million in the Emerging Markets, primarily in South Asia and
     South Latin America.  The increase in South Asia includes foreign
     currency  derivative   contracts  with  a  balance  sheet  credit
     exposure of $59 million for which the accrual of  trading-related
     revenue has been suspended.  Commercial  cash-basis  loans in the
     Emerging Markets were $663 million at year end.

o    Citibank  was  named  top  bank  globally  in  foreign  exchange,
     derivatives,  securitization,   Eurocommercial  paper,  and  cash
     management by Corporate Finance magazine; best commercial bank in
     Asia by Finance  Asia  magazine;  best bank in a survey of global
     companies  by  Global  Finance  magazine;  top  emerging  markets
     custodian bank by Global  Custodian  magazine;  emerging  markets
     loan house by International Financing Review;  depository bank of
     the year by World Equity  magazine;  and, for the fifth year in a
     row, the global  financial  institution best known in Asia by the
     Far Eastern Economic Review.


                                                                     9
<PAGE>

Emerging Markets         Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue           $962    $909      6  $3,903  $3,447     13
Adjusted Operating          535     466     15   1,964   1,700     16
  Expense
Operating Margin            427     443    (4)   1,939   1,747     11
Credit Costs (Benefits)      53      41     29      71     (4)     NM
Operating Margin
  Less Credit Costs         374     402    (7)   1,868   1,751      7
  (Benefits)
Restructuring Charge          -       -      -      54       -     NM
Income Before Taxes         374     402    (7)   1,814   1,751      4
Income Taxes                 76     117   (35)     255     315   (19)
Net Income                 $298    $285      5  $1,559  $1,436      9

Average Assets (In          $79     $64     23     $72     $60     20
  Billions of Dollars)
Return on Assets (%)       1.50    1.77      -    2.17    2.39      -

Excluding Restructuring Charge:

Income                                          $1,591  $1,436     11
Return on Assets (%)                              2.21    2.39      -

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


o    Income  before taxes of $374 million for Emerging  Markets in the
     1997 fourth quarter  decreased $28 million or 7% from 1996, while
     a  decline  in the  effective  income  tax rate to 20% from  29%,
     primarily  due to a change in the  geographic  mix and  nature of
     pretax earnings,  benefited net income. Income (excluding the $32
     million after-tax effect of the restructuring charge) in 1997 was
     $1.6 billion, up $155 million or 11% from 1996.

o    Revenue in the quarter increased $53 million or 6% from the year-
     ago fourth  quarter.  The increase  reflected  moderate growth in
     transaction   banking  services  revenue  and  improved  treasury
     results.   An  increase   in  net  asset  gains  and   securities
     transactions of $129 million to $242 million was offset by an $85
     million  decline  in  trading-related  revenue  to  $86  million,
     together  with lower  affiliate  earnings.  Higher  asset  levels
     across the franchise  mitigated  the effect on revenue  growth of
     net   interest   spread   compression.    Aggregate    securities
     transactions  included $186 million and $55 million of gains from
     the sale of Brady bonds in the 1997 and 1996 fourth  quarters.  A
     $74  million  increase  in  the  foreign  exchange  component  of
     trading-related  revenue  was more than  offset  by a decline  in
     derivative and fixed income revenue of $167 million  attributable
     to volatile global market conditions. About 26% of the revenue in
     the Emerging  Markets  business was attributable to business from
     multinational  companies managed jointly with Global Relationship
     Banking,  with that revenue having grown 18% from the 1996 fourth
     quarter.

o    Adjusted  operating expense of $535 million in 1997 increased $69
     million or 15% -- 21%  excluding  the effect of foreign  currency
     translation -- from the year-ago  quarter,  primarily  reflecting
     business   expansion  and   investment   spending  to  build  the
     franchise,  including  costs  associated  with Citicorp's plan to
     gain  market  share  in  selected   emerging  market   countries,
     increased   spending   on   technology   and   customer   service
     initiatives, and volume growth.

o    Credit costs of $53 million in the  quarter,  up $12 million from
     $41 million a year ago, were concentrated in Thailand.

o    Two additional offices were opened in the Czech Republic,  adding
     Brno and Pardubice to locations in Prague and Ostrava.


10
<PAGE>

Global Relationship      Fourth Quarter      %       Full Year      %
  Banking
(In Millions of            1997 1996(A) Change    1997 1996(A) Change
  Dollars)

Adjusted Revenue         $1,220  $1,085     12  $4,366  $3,705     18
Adjusted Operating          825     758      9   3,036   2,767     10
  Expense
Operating Margin            395     327     21   1,330     938     42
Credit Benefits            (29)    (56)   (48)   (166)    (83)     NM
Operating Margin
  Plus Credit Benefits      424     383     11   1,496   1,021     47
Restructuring Charge          -       -      -     227       -     NM
Income Before Taxes         424     383     11   1,269   1,021     24
Income Taxes                166     123     35     438     296     48
Net Income               $  258  $  260    (1)  $  831  $  725     15

Average Assets (In          $85     $78      9     $84     $79      6
  Billions of Dollars)
Return on Assets (%)       1.20    1.33      -    0.99    0.92      -

Excluding Restructuring Charge:

Income                                            $967    $725     33
Return on Assets (%)                              1.15    0.92      -

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


o    Income before taxes of $424 million from the Global  Relationship
     Banking  business in North America,  Europe,  and Japan increased
     $41 million or 11% compared with the 1996 fourth  quarter,  while
     an increase in the effective tax rate,  primarily due to a change
     in the nature and geographic mix of earnings, reduced net income.
     Income  (excluding  the  $136  million  after-tax  effect  of the
     restructuring  charge) in 1997 was $967 million,  up $242 million
     or 33% from 1996.

o    Revenue of $1.2 billion increased $135 million or 12% from a year
     ago. Revenue reflected a $119 million decline in  trading-related
     revenue to $180 million, and a $126 million increase in net asset
     gains and securities  transactions.  Venture capital revenue rose
     $72 million to $248 million,  and was  complemented  by growth in
     corporate finance and transaction  banking services revenue.  The
     decline in trading-related  revenue was primarily attributable to
     mortgage  asset gains  recognized in the 1996 fourth  quarter and
     challenging  trading  markets in the current  quarter.  Net asset
     gains and  securities  transactions  of $142 million were largely
     attributable to the real estate portfolio.

o    Adjusted  operating expense of $825 million increased $67 million
     or 9% -- 11% excluding the effect of foreign currency translation
     -- compared with the 1996 fourth  quarter,  primarily  reflecting
     volume-related expense in transaction banking services, increased
     spending on technology, and higher incentive compensation.

o    Credit  costs in the quarter  were a net benefit of $29  million,
     compared  with a net  benefit of $56  million in the 1996  fourth
     quarter,  with the  continuing net benefits  primarily  resulting
     from lower gross write-offs while recoveries continued.


                                                                    11
<PAGE>

Corporate Items (A)      Fourth Quarter      %       Full Year      %
(In Millions of            1997 1996(B) Change    1997 1996(B) Change
  Dollars)

Revenue                    $293  $  186     58  $  994  $  895     11
Restructuring Charge          -       -      -      28       -     NM
Other Operating Expense      90     177   (49)     475     477      -
Total Operating Expense      90     177   (49)     503     477      5
Income Before Taxes         203       9     NM     491     418     17
Income Taxes                154     138     12     843     819      3
Net Income (Loss)          $ 49  ($129)     NM  ($352)  ($401)     12

Average Assets (In           $5      $5      -      $7      $5     40
  Billions of Dollars)

Excluding Restructuring Charge:

Loss                                            ($315)  ($401)   (21)

(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%.


o    Citicorp's  effective  tax rate  was 37% in both the 1997  fourth
     quarter and full year,  compared  with 38% for both 1996 periods.
     Income taxes are attributed to core  businesses,  including their
     restructuring  charges,  on the basis of local tax  rates,  which
     resulted in effective  tax rates for the core  businesses  of 31%
     and 25% in the 1997 quarter and year,  compared  with 29% and 26%
     for the respective 1996 periods,  primarily reflecting changes in
     the nature and geographic mix of earnings. The difference between
     the core businesses' tax rates and Citicorp's  overall  effective
     rate in each period is included in Corporate Items.

o    Corporate Items revenue in the 1997 quarter  included $42 million
     realized  on the sale of  investment  securities  while  the 1996
     quarter  reflected  investment  writedowns  of $50  million  ($72
     million  and $100  million  for the 1997  and 1996  full  years).
     Expense in the 1996 fourth quarter included an incremental pretax
     charge of $55 million for performance-based  options ($60 million
     in the 1997 first quarter).


Other Items

o    During the  quarter,  the company  generated  an  estimated  $1.0
     billion of free capital. The number of shares acquired since June
     20,  1995,  when the  Board of  Directors  authorized  the  stock
     repurchase  program,  totaled  78.0 million for an outlay of $6.9
     billion. As expanded in January and November 1996, the program is
     authorized to make total purchases for up to $8.5 billion.

o    At December 31, 1997, credit loss reserves (including reserves of
     $185 million for off-balance sheet credit exposures) totaled $6.0
     billion.

Selected  financial  statements  and tables  detailing  an analysis of
earnings and credit indicators follow.  Further details concerning the
financial results will be available in March in Citicorp's Form 10-K.


12
<PAGE>

Consolidated Statement of Income                         CITICORP and
                                                          Subsidiaries
(In Millions of          Fourth Quarter      %       Full Year      %
  Dollars,
  Except Per Share         1997    1996 Change    1997    1996 Change
  Amounts)

Interest Revenue         $6,290  $6,007      5 $24,483 $23,349      5
Interest Expense          3,431   3,189      8  13,081  12,409      5
Net Interest Revenue      2,859   2,818      1  11,402  10,940      4

Provision for Credit        486     504    (4)   1,907   1,926    (1)
  Losses
Net Interest Revenue
  after                   2,373   2,314      3   9,495   9,014      5
  Provision for Credit
  Losses

Fees, Commissions, and
  Other Revenue

Fees and Commissions      1,546   1,445      7   5,817   5,469      6
Foreign Exchange            443     224     98   1,486     864     72
Trading Account           (188)     217     NM     241     637   (62)
Securities Transactions     250      64     NM     668     210     NM
Other Revenue               658     597     10   2,002   2,076    (4)
Total Fees,
  Commissions,            2,709   2,547      6  10,214   9,256     10
  and Other Revenue

Operating Expense

Salaries                  1,380   1,296      6   5,286   4,880      8
Employee Benefits           292     358   (18)   1,331   1,364    (2)
Total Employee Expense    1,672   1,654      1   6,617   6,244      6
Net Premises &              496     476      4   1,961   1,843      6
  Equipment Expense
Restructuring Charge          -       -      -     889       -     NM
Other Expense             1,240   1,151      8   4,520   4,110     10
Total Operating Expense   3,408   3,281      4  13,987  12,197     15

Income Before Taxes       1,674   1,580      6   5,722   6,073    (6)
Income Taxes                613     593      3   2,131   2,285    (7)

Net Income               $1,061  $  987      7 $ 3,591 $ 3,788    (5)

Income Applicable to     $1,027    $949      8  $3,451  $3,631    (5)
  Common Stock

Earnings Per Share:
Basic                     $2.26   $2.03     11   $7.53   $7.73    (3)
Diluted (A)               $2.20   $1.97     12   $7.33   $7.43    (1)

(A)  Dividends of $5 million on convertible  preferred stock are added
     back to income  applicable  to common  stock for  purposes of the
     diluted earnings per share calculation for the 1996 full year.
NM   Not meaningful, as percentage equals or exceeds 100%.


Weighted Average Shares  Outstanding (In Millions)

Basic                     454.6   467.2    (3)   458.1   469.6    (2)
Diluted (A)               466.6   480.7    (3)   471.1   489.3    (4)

(A)  Includes  dilutive effect of shares issuable under employee plans
     of 12.0  million  and  13.5  million  for the  quarters  and 13.0
     million  and 14.5  million  for the full  years,  and 5.2 million
     shares related to convertible  preferred  stock for the 1996 full
     year.


                                                                    13
<PAGE>

Consolidated Balance Sheet                               CITICORP and
                                                          Subsidiaries
                                              Dec. 31, Dec. 31,     %
(In Millions of Dollars)                         1997     1996 Change
Assets

Cash and Due from Banks                      $  8,585 $  6,905     24
Deposits at Interest with Banks                13,049   11,648     12
Securities, at Fair Value
  Available for Sale                           30,762   26,062     18
  Venture Capital                               2,599    2,124     22
Trading Account Assets                         40,356   30,785     31
Loans Held for Sale (A)                         3,515        -     NM
Federal Funds Sold and Securities Purchased    10,233   11,133    (8)
  Under Resale Agreements
Loans, Net
  Consumer                                    108,066  111,847    (3)
  Commercial                                   75,947   62,765     21
Loans, Net of Unearned Income                 184,013  174,612      5
Allowance for Credit Losses                   (5,816)  (5,503)      6
Total Loans, Net                              178,197  169,109      5

Customers' Acceptance Liability                 1,726    2,077   (17)
Premises and Equipment, Net                     4,474    4,667    (4)
Interest and Fees Receivable                    3,288    3,068      7
Other Assets                                   14,113   13,440      5

Total                                        $310,897 $281,018     11

Liabilities

Non-Interest-Bearing Deposits in U.S.        $ 16,901 $ 14,867     14
  Offices
Interest-Bearing Deposits in U.S. Offices      40,361   40,254      -
Non-Interest-Bearing Deposits in Offices        9,627    9,891    (3)
  Outside the U.S.
Interest-Bearing Deposits in Offices Outside  132,232  119,943     10
  the U.S.
Total Deposits                                199,121  184,955      8

Trading Account Liabilities                    30,986   22,003     41
Purchased Funds and Other Borrowings           21,231   18,191     17
Acceptances Outstanding                         1,826    2,104   (13)
Accrued Taxes and Other Expense                 6,464    5,992      8
Other Liabilities                              10,288    8,201     25
Long-Term Debt                                 19,785   18,850      5

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                                         6,501    6,595    (1)
Retained Earnings                              16,789   14,303     17
Net Unrealized Gains  -  Securities               535      676   (21)
  Available for Sale
Foreign Currency Translation                    (626)    (486)     29
Common Stock in Treasury, at Cost             (4,412)  (2,950)     50
  Shares: 52,355,947 and 43,081,217,
  respectively

Total Stockholders' Equity                     21,196   20,722      2

Total                                        $310,897 $281,018     11

(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%.


14
<PAGE>

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

Adjusted Net Interest Revenue  $3,467  $3,453  $3,454  $3,449  $3,484
  (B):
Effect of Credit Card           (596)   (565)   (578)   (630)   (650)
  Securitization Activity
Total                          $2,871  $2,888  $2,876  $2,819  $2,834

(In Billions of Dollars)

Adjusted Average Interest-     $283.3  $280.5  $277.3  $267.3  $262.2
  Earning Assets (B):
Securitized Credit Card        (26.3)  (24.8)  (24.7)  (25.1)  (25.9)
  Receivables
Total                          $257.0  $255.7  $252.6  $242.2  $236.3

Adjusted Net Interest Margin    4.85%   4.88%   5.00%   5.23%   5.28%
  (B):
Effect of Credit Card          (.42)%  (.40)%  (.43)%  (.51)%  (.51)%
  Securitization Activity
Total                           4.43%   4.48%   4.57%   4.72%   4.77%

(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.


Trading-Related Revenue  Fourth Quarter      %       Full Year      %
  (In Millions of          1997 1996(A) Change    1997 1996(A) Change
  Dollars)

By Business Sector:

Global Corporate
  Banking:
  Emerging Markets         $ 86    $171   (50)  $  777  $  763      2
  Global Relationship       180     299   (40)   1,015     892     14
  Banking
Total Global Corporate      266     470   (43)   1,792   1,655      8
  Banking
Global Consumer and          81      73     11     315     254     24
  Other
Total                      $347    $543   (36)  $2,107  $1,909     10

By Trading Activity:

Foreign Exchange (B)       $341    $240     42  $1,255  $  926     36
Derivative (C)             (36)     110     NM     401     557   (28)
Fixed Income (D)           (16)     132     NM     198     156     27
Other                        58      61    (5)     253     270    (6)
Total                      $347    $543   (36)  $2,107  $1,909     10

By Income Statement
  Line:

Foreign Exchange           $443    $224     98  $1,486  $  864     72
Trading Account           (188)     217     NM     241     637   (62)
Other (E)                    92     102   (10)     380     408    (7)
Total                      $347    $543   (36)  $2,107  $1,909     10

(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%.


                                                                    15
<PAGE>

Other Revenue            Fourth Quarter      %       Full Year      %
  (In Millions of          1997    1996 Change    1997    1996 Change
  Dollars)

Credit Card                $142    $249   (43)  $  559  $  907   (38)
  Securitization Activity
  (A)
Venture Capital             248     176     41     749     450     66
Affiliate Earnings           33     102   (68)     255     290   (12)
Net Asset Gains and         235      70     NM     439     429      2
  Other Items
Total                      $658    $597     10  $2,002  $2,076    (4)

(A)  Includes net credit  losses on credit card  receivables  held for
     sale commencing with the 1997 first quarter (see page 18).
NM   Not meaningful, as percentage equals or exceeds 100%.


Provision for Credit     Fourth Quarter      %       Full Year      %
  Losses
  (In Millions of          1997    1996 Change    1997    1996 Change
  Dollars)

Global Consumer Net        $432    $455    (5)  $1,831  $1,728      6
  Write-Offs
Global Corporate
  Banking                    29     (1)     NM    (24)     (2)     NM
  Net Write-Offs
  (Recoveries)
Additional Provision         25      50   (50)     100     200   (50)
Total                      $486    $504    (4)  $1,907  $1,926    (1)

NM   Not meaningful, as percentage equals or exceeds 100%.


16
<PAGE>

Margin Basis             Fourth Quarter      %       Full Year      %
  Reconciliation
  (In Millions of          1997    1996 Change    1997    1996 Change
  Dollars)

Revenue                  $5,568  $5,365      4 $21,616 $20,196      7
Effect of Credit Card
  Securitization            434     389     12   1,713   1,392     23
  Activity (A)
Net Cost to Carry (B)         4     (7)     NM     (5)    (46)     89
Adjusted Revenue          6,006   5,747      5  23,324  21,542      8

Total Operating Expense   3,408   3,281      4  13,987  12,197     15
Net OREO Benefits (C)         9       7     29      72      44     64
Restructuring Charge          -       -      -   (889)       -     NM
Adjusted Operating        3,417   3,288      4  13,170  12,241      8
  Expense

Operating Margin          2,589   2,459      5  10,154   9,301      9

Global Consumer Net         432     455    (5)   1,831   1,728      6
  Write-Offs
Effect of Credit Card
  Securitization            434     389     12   1,713   1,392     23
  Activity (A)
Net Cost to Carry and
  Net                         -       -      -     (6)     (5)     20
  OREO Benefits (B) (C)
Adjusted Global
  Consumer Credit Costs     866     844      3   3,538   3,115     14

Global Corporate
  Banking                    29     (1)     NM    (24)     (2)     NM
  Net Write-Offs
  (Recoveries)
Net Cost to Carry and
  Net                       (5)    (14)   (64)    (71)    (85)   (16)
  OREO Benefits (B) (C)
Adjusted Global
  Corporate                  24    (15)     NM    (95)    (87)    (9)
  Banking Credit
  Costs (Benefits)

Additional Provision         25      50   (50)     100     200   (50)
  (D)
Restructuring Charge          -       -      -     889       -     NM

Income Before Taxes      $1,674  $1,580      6 $ 5,722 $ 6,073    (6)

(A)  Commencing  with the 1997 first quarter,  includes effect related
     to credit card receivables held for sale.
(B)  Includes  the net cost to carry  cash-basis  loans and other real
     estate owned ("OREO").
(C)  Includes  gains and losses on sales,  direct revenue and expense,
     and writedowns of OREO.
(D)  Represents amounts in excess of net write-offs.
NM   Not meaningful, as percentage equals or exceeds 100%.


                                                                    17
<PAGE>

Consumer Loan Delinquency Amounts, Net Credit Losses, and Ratios

(In Millions   Total 90 Days or More Past   Avg.    Net Credit Losses
  of $'s,      Loans              Due (A)  Loans                  (A)
  except Loan   Dec.   Dec.  Sept.   Dec.    4th    4th    3rd    4th
  Amounts in     31,    31,    30,    31,   Qtr.   Qtr.   Qtr.   Qtr.
  Billions)     1997   1997   1997   1996   1997   1997   1997   1996

Citibanking   $ 66.4 $2,038 $2,082 $2,320 $ 66.9   $139   $135   $155
Ratio                 3.07%  3.07%  3.50%         0.83%  0.80%  0.94%

Cards
U.S.            47.6    856    806    886   46.0    655    639    608
  Bankcards
Ratio                 1.80%  1.76%  1.90%         5.64%  5.58%  5.45%
Other (B)        9.2    194    182    189    9.2     81     90     77
Ratio                 2.12%  1.98%  2.13%         3.52%  3.92%  3.58%

Private Bank    15.2    110    146    193   15.3    (9)    (4)      4
Ratio                 0.72%  0.94%  1.26%            NM     NM  0.07%

Total Managed  138.4  3,198  3,216  3,588  137.4    866    860    844
Ratio                 2.31%  2.32%  2.62%         2.50%  2.50%  2.51%

Securitized
  Credit      (26.8)  (481)  (452)  (501) (26.3)  (403)  (378)  (389)
  Card
  Receivables
Loans Held
  for Sale(C)  (3.5)   (35)   (34)      -  (3.6)   (31)   (30)      -

Total Loans   $108.1 $2,682 $2,730 $3,087 $107.5   $432   $452   $455
Ratio                 2.48%  2.51%  2.76%         1.60%  1.67%  1.68%

Managed
Portfolio:

Developed     $105.8 $2,733 $2,763 $3,218 $104.4   $778   $769   $767
Ratio                 2.58%  2.66%  3.10%         2.96%  2.98%  3.01%
Emerging        32.6    465    453    370   33.0     88     91     77
Ratio                 1.43%  1.31%  1.12%         1.06%  1.06%  0.94%

Emerging
Portfolio:

Asia Pacific   $20.1   $288   $289   $243  $20.6    $46    $47    $42
Ratio                 1.43%  1.31%  1.12%         0.88%  0.83%  0.79%
Latin America    7.4    173    158    124    7.2     41     44     32
Ratio                 2.34%  2.24%  2.05%         2.29%  2.57%  2.14%
Private Bank     5.1      4      6      3    5.2      1      -      3
Ratio                 0.08%  0.11%  0.06%         0.06%      -  0.17%

(A)  The ratios of 90 days or more past due and net credit  losses are
     calculated   based   on   end-of-period    and   average   loans,
     respectively, both net of unearned income.
(B)  Includes  bankcards  outside of the U.S,  worldwide  Diners,  and
     private label cards.
(C)  Commencing  with  the 1997  first  quarter,  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.
NM   Not meaningful.


18
<PAGE>

Cash-Basis and Renegotiated Loans                Dec.   Sept.    Dec.
(In Millions of Dollars)                          31,     30,     31,
                                                 1997    1997    1996
Commercial Cash-Basis Loans
Collateral-Dependent (at Lower of Cost or      $  258    $271    $263
  Collateral Value) (A)
Other (B)                                         806     698     642
Total Commercial Cash-Basis Loans              $1,064    $969    $905

Commercial Renegotiated Loans                     $59     $70    $321

Consumer Loans on which Accrual of Interest    $1,849  $1,902  $2,187
  has been 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.
(B)  Includes  foreign  currency  derivative  contracts with a balance
     sheet  credit  exposure  of $59  million for which the accrual of
     trading-related revenue has been suspended.


Other Real Estate Owned (OREO) and Assets        Dec.   Sept.    Dec.
  Pending Disposition (A)                         31,     30,     31,
(In Millions of Dollars)                         1997    1997    1996

Consumer OREO                                    $263    $309  $  452
Commercial OREO                                   461     479     614
Total                                            $724    $788  $1,066

Assets Pending Disposition (B)                    $96     $88    $160

(A)  Carried at lower of cost or collateral value.
(B)  Represents consumer  residential  mortgage loans that have a high
     probability of foreclosure.


Consolidated Average Balances     4th     3rd     2nd     1st     4th
(In Billions of Dollars)         Qtr.    Qtr.    Qtr.    Qtr.    Qtr.
                                 1997    1997    1997    1997    1996
Loans:
Consumer                         $107    $108    $107    $106    $108
Commercial                         73      69      67      62      61
Total Average Loans              $180    $177    $174    $168    $169

Total Average Assets             $302    $299    $293    $285    $276

(In Millions of Dollars)

Common Stockholders' Equity   $18,952 $19,633 $18,933 $18,698 $18,321
Preferred Equity                1,903   1,903   1,903   2,049   2,078
Total Average Stockholders'   $20,855 $21,536 $20,836 $20,747 $20,399
  Equity


                                                                    19
<PAGE>

Capital and Other Items                         Fourth Quarter      %
(In Billions of Dollars, Except Share Data)       1997    1996 Change

Common Stockholders' Equity Per Share           $42.50  $40.25      6
Closing Stock Price At Quarter End             $126.44 $103.00     23
Dividends Per Common Share  -  For the Fourth   $0.525   $0.45     17
  Quarter
Dividends Per Common Share  --  For the Full     $2.10   $1.80     17
  Year
Tier 1 Capital                                   $21.1   $19.8      7
Total Capital (Tier 1 and 2) (A)                 $31.2   $28.9      8
Tier 1 Capital Ratio (A)                          8.3%    8.4%      -
Total Capital Ratio (Tier 1 and 2) (A)           12.3%   12.2%      -
Common Equity as a Percentage of Total Assets     6.2%    6.6%      -
Total Equity as a Percentage of Total Assets      6.8%    7.4%      -

(A)  1997 estimated.


20
<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


20
<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: January 21, 1998


21

CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
(In Millions)
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                              ----------------------------------------------------------------
EXCLUDING INTEREST ON DEPOSITS:                 1997         1996         1995         1994            1993    
                                              ------       ------       ------       ------          ------    
<S>                                            <C>          <C>          <C>          <C>             <C>      
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                  3,468        3,435        4,110        5,906           6,324    
     INTEREST FACTOR IN RENT EXPENSE             159          150          140          143             147    
                                              ------       ------       ------       ------          ------    
        TOTAL FIXED CHARGES                    3,627        3,585        4,250        6,049           6,471    
                                              ------       ------       ------       ------          ------    

INCOME:
     NET INCOME                                3,591        3,788        3,464        3,422 (A)       1,919 (B)
     INCOME TAXES                              2,131        2,285        2,121        1,189             941    
     FIXED CHARGES                             3,627        3,585        4,250        6,049           6,471    
                                              ------       ------       ------       ------          ------    
        TOTAL INCOME                           9,349        9,658        9,835       10,660           9,331    
                                              ======       ======       ======       ======          ======    
RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS             2.58         2.69         2.31         1.76            1.44    
                                              ======       ======       ======       ======          ======    

INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                         13,081       12,409       13,012       14,902          16,121    
     INTEREST FACTOR IN RENT EXPENSE             159          150          140          143             147    
                                              ------       ------       ------       ------          ------    
        TOTAL FIXED CHARGES                   13,240       12,559       13,152       15,045          16,268    
                                              ------       ------       ------       ------          ------    

INCOME:
     NET INCOME                                3,591        3,788        3,464        3,422(A)        1,919(B) 
     INCOME TAXES                              2,131        2,285        2,121        1,189             941    
     FIXED CHARGES                            13,240       12,559       13,152       15,045          16,268    
                                              ------       ------       ------       ------          ------    
        TOTAL INCOME                          18,962       18,632       18,737       19,656          19,128    
                                              ======       ======       ======       ======          ======    

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS             1.43         1.48         1.42         1.31            1.18    
                                              ======       ======       ======       ======          ======    
</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.

CITICORP AND SUBSIDIARIES
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
(In Millions)
<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                              ----------------------------------------------------------------
EXCLUDING INTEREST ON DEPOSITS:                 1997         1996         1995         1994            1993    
                                              ------       ------       ------       ------          ------    
<S>                                            <C>          <C>          <C>          <C>             <C>      
FIXED CHARGES:
     INTEREST EXPENSE (OTHER THAN
        INTEREST ON DEPOSITS)                  3,468        3,435        4,110        5,906           6,324    
     INTEREST FACTOR IN RENT EXPENSE             159          150          140          143             147    
     DIVIDENDS--PREFERRED STOCK                  223          261          553       505 (A)            465    
                                              ------       ------       ------       ------          ------    
        TOTAL FIXED CHARGES                    3,850        3,846        4,803        6,554           6,936    
                                              ------       ------       ------       ------          ------    

INCOME:
     NET INCOME                                3,591        3,788        3,464       3,422 (B)       1,919 (C) 
     INCOME TAXES                              2,131        2,285        2,121        1,189             941    
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                       3,627        3,585        4,250        6,049           6,471    
                                              ------       ------       ------       ------          ------    
        TOTAL INCOME                           9,349        9,658        9,835       10,660           9,331    
                                              ======       ======       ======       ======          ======    

RATIO OF INCOME TO FIXED CHARGES
     EXCLUDING INTEREST ON DEPOSITS             2.43         2.51         2.05         1.63            1.35    
                                              ======       ======       ======       ======          ======    

INCLUDING INTEREST ON DEPOSITS:

FIXED CHARGES:
     INTEREST EXPENSE                         13,081       12,409       13,012       14,902          16,121    
     INTEREST FACTOR IN RENT EXPENSE             159          150          140          143             147    
     DIVIDENDS--PREFERRED STOCK                  223          261          553          505(A)          465    
                                              ------       ------       ------       ------          ------    
        TOTAL FIXED CHARGES                   13,463       12,820       13,705       15,550          16,733    
                                              ------       ------       ------       ------          ------    

INCOME:
     NET INCOME                                3,591        3,788        3,464       3,422 (B)       1,919 (C) 
     INCOME TAXES                              2,131        2,285        2,121        1,189             941    
     FIXED CHARGES (EXCLUDING PREFERRED
        STOCK DIVIDENDS)                      13,240       12,559       13,152       15,045          16,268    
                                              ------       ------       ------       ------          ------    
        TOTAL INCOME                          18,962       18,632       18,737       19,656          19,128    
                                              ======       ======       ======       ======          ======    

RATIO OF INCOME TO FIXED CHARGES
     INCLUDING INTEREST ON DEPOSITS             1.41         1.45         1.37         1.26            1.14    
                                              ======       ======       ======       ======          ======    
</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.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission