CITIGROUP INC - 10-K Annual Report

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FINANCIAL INFORMATION

THE COMPANY............................................ 2
Global Consumer..................................... 2
Global Corporate and Investment Bank................ 3
Private Client Services............................. 3
Global Investment Management........................ 3
Proprietary Investment Activities................... 4
Corporate/Other..................................... 4
International....................................... 4
FIVE-YEAR SUMMARY OF
SELECTED FINANCIAL DATA.............................. 5
MANAGEMENT'S DISCUSSION AND
ANALYSIS............................................. 6
Results of Operations............................... 6
EVENTS IN 2002......................................... 7
Accounting Changes in 2002.......................... 8
EVENTS IN 2001......................................... 9
Accounting Changes in 2001.......................... 9
SIGNIFICANT ACCOUNTING POLICIES
AND SIGNIFICANT ESTIMATES............................ 10
FUTURE APPLICATION
OF ACCOUNTING STANDARDS.............................. 13
PENSION ASSUMPTIONS.................................... 15
BUSINESS FOCUS......................................... 16
Citigroup Net Income - Product View................. 16
Citigroup Net Income - Regional View................ 16
Selected Revenue and Expense Items.................. 17
GLOBAL CONSUMER........................................ 18
Cards............................................... 19
Consumer Finance.................................... 20
Retail Banking...................................... 21
Other Consumer...................................... 22
Global Consumer Outlook............................. 23
GLOBAL CORPORATE AND
INVESTMENT BANK...................................... 24
Capital Markets and Banking......................... 25
Transaction Services................................ 25
Other Corporate..................................... 26
Global Corporate and Investment Bank Outlook........ 26
PRIVATE CLIENT SERVICES................................ 27
Private Client Services Outlooks.................... 27
GLOBAL INVESTMENT
MANAGEMENT........................................... 28
Life Insurance and Annuities........................ 29
Private Bank........................................ 31
Asset Management.................................... 31
Global Investment Management Outlook................ 32
PROPRIETARY INVESTMENT
ACTIVITIES........................................... 33
CORPORATE/OTHER........................................ 35
FORWARD-LOOKING STATEMENTS............................. 36
MANAGING GLOBAL RISK................................... 37
Credit Risk Management Process...................... 37
Loans Outstanding................................... 38
Other Real Estate Owned
and Other Repossessed Assets...................... 38
Details of Credit Loss Experience................... 39
Cash-Basis, Renegotiated, and Past Due Loans........ 40
Foregone Interest Revenue on Loans.................. 40
Consumer Credit Risk................................ 40
Consumer Portfolio Review........................... 40
Corporate Credit Risk............................... 42
Global Corporate Portfolio Review................... 44
Loan Maturities and Sensitivity
to Changes in Interest Rates...................... 45
Market Risk Management Process...................... 45
Operational Risk Management Process................. 47
Country and Cross-Border Risk Management
Process........................................... 48
BALANCE SHEET REVIEW................................... 50
Assets.............................................. 50
Liabilities......................................... 51
LIQUIDITY AND CAPITAL RESOURCES........................ 52
Off-Balance Sheet Arrangements...................... 53
CAPITAL................................................ 55
CONTROLS AND PROCEDURES................................ 59
GLOSSARY OF TERMS...................................... 60
REPORT OF MANAGEMENT................................... 62
INDEPENDENT AUDITORS' REPORT........................... 62
CONSOLIDATED FINANCIAL
STATEMENTS........................................... 63
Consolidated Statement of Income.................... 63
Consolidated Statement of Financial Position........ 64
Consolidated Statement of Changes
in Stockholders' Equity.......................... 65
Consolidated Statement of Cash Flows................ 66
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS................................. 67
FINANCIAL DATA SUPPLEMENT.............................. 104
Average Balances and Interest Rates,
Taxable Equivalent Basis - Assets................. 104
Average Balances and Interest Rates,
Taxable Equivalent Basis - Liabilities and
Stockholders' Equity.............................. 105
Analysis of Changes in Net Interest Revenue,
Taxable Equivalent Basis.......................... 106
Ratios.............................................. 107
Average Deposit Liabilities in Offices
Outside the U.S................................... 107
Maturity Profile of Time Deposits
($100,000 or more) in U.S. Offices................ 107
Short-Term and Other Borrowings..................... 107
10-K CROSS-REFERENCE INDEX............................. 115
CORPORATE INFORMATION.................................. 116
Exhibits, Financial Statement Schedules,
and Reports on Form 8-K........................... 116
CERTIFICATIONS......................................... 119
CITIGROUP BOARD OF DIRECTORS........................... 120

1

THE COMPANY

Citigroup Inc. (Citigroup and, together with its subsidiaries, the Company) is a
diversified global financial services holding company whose businesses provide a
broad range of financial services to consumer and corporate customers with some
200 million customer accounts in over 100 countries and territories. Citigroup
was incorporated in 1988 under the laws of the State of Delaware.

The Company's activities are conducted through the Global Consumer, Global
Corporate and Investment Bank (GCIB), Private Client Services, Global Investment
Management (GIM) and Proprietary Investment Activities business segments.

The Company has completed certain strategic business acquisitions during
the past three years, details of which can be found in Note 2 to the
Consolidated Financial Statements.

The Company is a bank holding company within the meaning of the U.S. Bank
Holding Company Act of 1956 (BHC Act) registered with, and subject to
examination by, the Board of Governors of the Federal Reserve System (FRB).
Certain of the Company's subsidiaries are subject to supervision and examination
by their respective federal and state authorities. Additional information on the
Company's regulation and supervision can be found within the Regulation and
Supervision section beginning on page 108.

At December 31, 2002, the Company had approximately 131,000 full-time and
5,000 part-time employees in the United States and approximately 119,000
employees outside the United States.

The periodic reports of Citicorp, Salomon Smith Barney Holdings Inc., The
Student Loan Corporation (STU), The Travelers Insurance Company (TIC) and
Travelers Life and Annuity Company (TLAC), subsidiaries of the Company that make
filings pursuant to the Securities Exchange Act of 1934, as amended (the
Exchange Act), provide additional business and financial information concerning
those companies and their consolidated subsidiaries.

The principal executive offices of the Company are located at 399 Park
Avenue, New York, New York 10043, telephone number 212 559 1000. Additional
information about Citigroup is available on the Company's website at
http://www.citigroup.com. Citigroup's annual report on Form 10-K, its quarterly
reports on Form 10-Q and its current reports on Form 8-K and all amendments to
these reports are available free of charge through the Company's website by
clicking on the "Investor Relations" page and selecting "SEC Filings." The
Securities and Exchange Commission (SEC) website contains reports, proxy and
information statements, and other information regarding the Company at
http://www.sec.gov.

GLOBAL CONSUMER

GLOBAL CONSUMER delivers a wide array of banking, lending, insurance and
investment services through a network of local branches, offices and electronic
delivery systems, including ATMs, Automated Lending Machines (ALMs) and the
World Wide Web. The Global Consumer businesses serve individual consumers as
well as small businesses. Global Consumer includes CARDS, CONSUMER FINANCE and
RETAIL BANKING.

CARDS provides MasterCard, VISA and private label credit and charge cards.
North America Cards includes the operations of Citi Cards, the company's primary
brand in North America, as well as Diners Club N.A. and Mexico Cards.
International Cards provides credit and charge cards to customers in Western
Europe, Japan, Asia, Central and Eastern Europe, Middle East and Africa (CEEMEA)
and Latin America.

CONSUMER FINANCE provides community-based lending services through branch
networks, regional sales offices and cross-selling initiatives with other
Citigroup businesses. The business of CitiFinancial is included in North America
Consumer Finance. As of December 31, 2002, North America Consumer Finance
maintained 2,411 offices, including 2,186 CitiFinancial offices in the U.S. and
Canada, while International Consumer Finance maintained 1,134 offices, including
884 in Japan. CONSUMER FINANCE offers real estate-secured loans, unsecured and
partially secured personal loans, auto loans and loans to finance consumer goods
purchases. In addition, CitiFinancial, through certain subsidiaries and third
parties, makes available various credit-related and other insurance products to
its U.S. customers.

RETAIL BANKING provides banking, lending, investment and insurance services
to customers through retail branches and electronic delivery systems. In North
America, RETAIL BANKING includes the operations of Citibanking North America,
Consumer Assets, Primerica Financial Services (Primerica) and Mexico Retail
Banking. Citibanking North America delivers banking, lending, investment and
insurance services through 812 branches in the U.S. and Puerto Rico and through
Citibank Online, an Internet banking site on the World Wide Web. The Consumer
Assets business originates and services mortgages and student loans for
customers across the U.S. The business operations of Primerica involve the sale,
mainly in North America, of life insurance and other products manufactured by
its affiliates, including Smith Barney mutual funds, CitiFinancial mortgages and
personal loans and the products of our LIFE INSURANCE AND ANNUITIES business
within the GIM segment. The Primerica sales force is composed of over 100,000
independent representatives. Mexico Retail Banking consists of the branch
banking operations of Banamex. International Retail Banking provides
full-service banking and investment services in Western Europe, Japan, Asia,
CEEMEA and Latin America.

2

GLOBAL CORPORATE AND INVESTMENT BANK

GLOBAL CORPORATE AND INVESTMENT BANK provides corporations, governments,
institutions and investors in over 100 countries and territories with a broad
range of financial products and services. Global Corporate and Investment Bank
includes CAPITAL MARKETS AND BANKING and TRANSACTION SERVICES.

CAPITAL MARKETS AND BANKING offers a wide array of investment banking and
commercial banking services and products, including investment banking,
institutional brokerage, advisory services, foreign exchange, structured
products, derivatives, loans, leasing and equipment finance.

TRANSACTION SERVICES is composed of Cash, Trade and Treasury Services
(CTTS) and Global Securities Services (GSS). CTTS provides comprehensive cash
management, trade finance and e-commerce services for corporations and financial
institutions worldwide. GSS provides custody services to investors such as
insurance companies and pension funds, and clearing services to intermediaries
such as broker/dealers as well as depository and agency and trust services to
multinational corporations and governments globally.

PRIVATE CLIENT SERVICES

PRIVATE CLIENT SERVICES provides investment advice, financial planning and
brokerage services to affluent individuals, small and mid-size companies,
non-profits and large corporations primarily through a network of more than
12,600 Smith Barney Financial Consultants in more than 500 offices worldwide. In
addition, Private Client Services provides independent client-focused research
to individuals and institutions around the world.

A significant portion of Private Client Services revenue is generated from
fees earned by managing client assets as well as commissions earned as a broker
for its clients in the purchase and sale of securities. Additionally, Private
Client Services generates net interest revenue by financing customers'
securities transactions and other borrowing needs through security-based
lending. Private Client Services also receives commissions and other sales and
service revenues through the sale of proprietary and third-party mutual funds.
As part of Private Client Services, Global Equity Research produces equity
research to serve both institutional and individual investor clients. Expenses
for Global Equity Research are allocated primarily to the Global Equities
business within GCIB and Private Client Services' businesses.

GLOBAL INVESTMENT MANAGEMENT

GLOBAL INVESTMENT MANAGEMENT offers a broad range of life insurance,
annuity, asset management and personalized wealth management products and
services distributed to institutional, high-net-worth and retail clients.
Global Investment Management includes LIFE INSURANCE AND ANNUITIES, PRIVATE BANK
and ASSET MANAGEMENT.

LIFE INSURANCE AND ANNUITIES includes Travelers Life and Annuity (TLA) and
International Insurance Manufacturing (IIM). TLA offers individual annuity,
group annuity, individual life insurance and corporate owned life insurance
(COLI) products. The individual products include fixed and variable deferred
annuities, payout annuities and term, universal and variable life insurance.
These products are primarily distributed through Citigroup's businesses, a
nationwide network of independent agents and unaffiliated broker/dealers. The
COLI product is a variable universal life product distributed through
independent specialty brokers. The group products include institutional pension
products, including guaranteed investment contracts, payout annuities, group
annuities to employer-sponsored retirement and savings plans, and structured
finance transactions. The IIM business provides credit, life, disability and
other insurance products, as well as annuities internationally, leveraging the
existing distribution channels of the CONSUMER FINANCE, RETAIL BANKING and ASSET
MANAGEMENT (retirement services) businesses. IIM primarily has operations in
Mexico, Western Europe, Latin America and Asia.

PRIVATE BANK provides personalized wealth management services for
high-net-worth clients through 132 offices in 36 countries and territories,
generating fee and interest income from investment funds management, client
trading activity, trust and fiduciary services, custody services, and
traditional banking and lending activities. Through its Private Bankers and
Product Specialists, PRIVATE BANK leverages its extensive experience with
clients' needs and its access to Citigroup to provide clients with comprehensive
investment and banking services.

ASSET MANAGEMENT includes the businesses of Citigroup Asset Management,
Citigroup Alternative Investments, Banamex asset management and retirement
services businesses and Citigroup's other retirement services businesses in
North America and Latin America. These businesses offer institutional,
high-net-worth and retail clients a broad range of investment alternatives from
investment centers located around the world. Products and services offered
include mutual funds, closed-end funds, separately managed accounts, unit
investment trusts, alternative investments (including hedge funds, private
equity, and credit structures), variable annuities through affiliated and
third-party insurance companies, and pension administration services.

3

PROPRIETARY INVESTMENT ACTIVITIES

PROPRIETARY INVESTMENT ACTIVITIES is comprised of Citigroup's private
equity investments, including venture capital activities, realized investment
gains (losses) from sales on certain insurance related investments, and the
results from certain other proprietary investments, including investments in
countries that refinanced debt under the 1989 Brady Plan or plans of a similar
nature.

CORPORATE/OTHER
CORPORATE/OTHER includes net corporate treasury results, corporate
expenses, certain intersegment eliminations, the results of discontinued
operations, and the Internet-related development activities, cumulative effect
of accounting changes and taxes not allocated to the individual businesses.

INTERNATIONAL

CITIGROUP INTERNATIONAL (whose operations are fully reflected in the
product disclosures above), in partnership with our global product groups,
offers a broad range of consumer financial services, corporate and investment
banking services and investment management to some 50 million customer accounts
in more than 100 countries throughout Asia, Japan, Western Europe, Latin America
and CEEMEA.

The product mix differs in each region, depending upon local conditions and
opportunities. In Asia, Citigroup has comprehensive consumer, corporate and
investment management businesses. In China, Citibank was the first international
bank to offer banking services to Chinese citizens. Citigroup International also
offers an array of wealth management services in the region, with integrated
offerings and dedicated service centers. In 2002, these services were expanded
to include India, Indonesia, and Taiwan.

In Japan, Citigroup has a major consumer finance business and leadership
positions in investment banking, retail banking and private banking.
CitiInsurance, our global insurance company, received its license to sell life
insurance and retirement-savings products in Japan. The new company, Mitsui
Sumitomo CitiInsurance, Ltd., is the first Japanese-foreign joint venture life
insurance firm focused on variable annuities in Japan. Our corporate banking
operations in Japan are also extensive. Nikko Citigroup is the #1 underwriter of
Japanese equities and has been instrumental in introducing global securitization
standards in the country.

In Western Europe, Citigroup is a leader in serving global corporations.
Citigroup holds top tier positions in debt and equity underwriting, advisory
services, derivatives, foreign exchange, transaction services, loans and sales
and trading. Citigroup offers consumer services across the region and has a
large retail bank in Germany, where it recently introduced a new wealth
management initiative targeting high-net-worth individuals.

In CEEMEA, Citigroup has extensive corporate businesses and expanding
consumer operations as well. Bank Handlowy is the leading financial services
company in Poland, and CitiInsurance opened a new insurance company in the
country. Citigroup launched retail banking in Russia with the opening of its
first consumer branch in Moscow. In the United Arab Emirates, Citigroup recently
introduced wealth management services targeting high-net-worth individuals. In
Hungary, Citibank was the first financial institution in the local market to
offer offshore equity funds to retail customers. Citigroup is also a major
provider of financial services to the corporate sector, offering important
funding to governments and companies.

Citigroup is a leading bank in Latin America, providing debt and equity
underwriting, advisory services, derivatives, foreign exchange, transaction
services, loans and sales and trading to the corporate sector. It also operates
consumer businesses across the region. In 2002, CitiInsurance launched a new
insurance company in Brazil.

4

CITIGROUP INC. AND SUBSIDIARIES

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

(1) Revenues, Net of Interest Expense, and Benefits, Claims, and Credit Losses
in the table above are disclosed on an owned basis (under Generally
Accepted Accounting Principles (GAAP)). If this table were prepared on a
managed basis, which includes certain effects of securitization activities
including receivables held for securitization and receivables sold with
servicing retained, there would be no impact to net income, but revenues,
net of interest expense, and benefits, claims, and credit losses would each
have been increased by $4.123 billion, $3.568 billion, $2.459 billion,
$2.707 billion and $2.364 billion in 2002, 2001, 2000, 1999 and 1998,
respectively. Although a managed basis presentation is not in conformity
with GAAP, it provides a representation of performance and key indicators
of the credit-card business that is consistent with the view the Company
uses to manage the business.
(2) On August 20, 2002, Citigroup completed the distribution to its
stockholders of a majority portion of its remaining ownership interest in
Travelers Property Casualty Corp. (TPC). Following the distribution,
Citigroup began accounting for TPC as discontinued operations. See Note 4
to the Consolidated Financial Statements.
(3) Accounting changes of ($47) million in 2002 resulted from the adoption of
the remaining provisions of Statement of Financial Accounting Standards
(SFAS) No. 142, "Goodwill and Other Intangible Assets" (SFAS 142).
Accounting changes of ($42) million and ($116) million in 2001 resulted
from the adoption of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133) and the adoption of Emerging Issues
Task Force (EITF) Issue No. 99-20, "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets" (EITF 99-20), respectively. Accounting changes of ($135)
million, $23 million and ($15) million in 1999 resulted from the adoption
of Statement of Position (SOP) 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments," the adoption of SOP 98-7,
"Deposit Accounting: Accounting for Insurance and Reinsurance Contracts
That Do Not Transfer Insurance Risk," and the adoption of SOP 98-5,
"Reporting on the Costs of Start-Up Activities," respectively. See Note 1
to the Consolidated Financial Statements.
(4) All amounts have been adjusted to reflect stock splits.
(5) 1998 amounts represent Travelers' historical dividends per common share.
(6) The return on average common stockholders' equity is calculated using net
income after deducting preferred stock dividends.

5

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

The strength and diversity of Citigroup's global franchise served the Company
well in 2002. Despite several significant challenges including continued
weakness in global markets, record bankruptcies in the developed world,
political and economic upheaval in a number of countries in which we operate
and intense scrutiny of our business practices, we delivered record results.

INCOME FROM CONTINUING OPERATIONS
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

1998 $ 5.8
1999 $10.2
2000 $12.2
2001 $13.2
2002 $13.4

2002 INCOME FROM CONTINUING OPERATIONS BY SEGMENT*

[EDGAR REPRESENTATION OF GRAPHIC DATA]

Global Investment Management 13%
Private Client Services 5%
Global Corporate and Investment Bank 22%
Global Consumer 60%

* Excludes Proprietary Investment Activities and Corporate/Other

NET REVENUE AND OPERATING EXPENSE
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

1998 1999 2000 2001 2002
----- ----- ----- ----- -----

Net revenue $45.0 $54.8 $63.6 $67.4 $71.3
Operating expense $28.9 $31.0 $35.8 $36.5 $37.3

DILUTED EARNINGS PER SHARE--
INCOME FROM CONTINUING OPERATIONS

[EDGAR REPRESENTATION OF GRAPHIC DATA]

1998 $1.10
1999 $1.96
2000 $2.37
2001 $2.55
2002 $2.59

2002 INCOME FROM CONTINUING OPERATIONS BY REGION*

[EDGAR REPRESENTATION OF GRAPHIC DATA]

CEEMEA 6%
Asia 10%
Japan 8%
Western Europe 7%
Mexico 9%
North America 60%

* Excludes Proprietary Activities, Corporate/Other and Latin America

6

TOTAL CAPITAL (TIER 1 AND TIER 2)
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

1998 1999 2000 2001 2002
----- ----- ----- ----- -----

Tier 1 and Tier 2 $61.5 $65.9 $73.0 $75.8 $78.3
Tier 1 $47.3 $51.6 $54.5 $58.4 $59.0

- - Net income of $15.28 billion, up 8%

- - Income from Continuing Operations of $13.45 billion, up 2%

- - Revenue growth of 6%

- - Operating expense growth held to 2%

- - Record income in 6 of 9 businesses

- - Total stockholders' equity, including trust preferred securities, totaled
$93 billion

- - Return on common equity of 18.6%

- - Diluted earnings per share from Continuing Operations of $2.59

- - Diversified earnings by product and by region

- - Strong regulatory capital ratios

EVENTS IN 2002

DISCONTINUED OPERATIONS

Travelers Property Casualty Corp. (TPC) (an indirect wholly owned subsidiary of
Citigroup on December 31, 2001) sold 231 million shares of its class A common
stock representing approximately 23.1% of its outstanding equity securities in
an initial public offering (the IPO) on March 27, 2002. In 2002, Citigroup
recognized an after-tax gain of $1.158 billion as a result of the IPO. In
connection with the IPO, Citigroup entered into an agreement with TPC that
provides that, in any fiscal year in which TPC records asbestos-related income
statement charges in excess of $150 million, net of any reinsurance, Citigroup
will pay to TPC the amount of any such excess up to a cumulative aggregate of
$520 million after-tax. A portion of the gross IPO gain was deferred to offset
any payments arising in connection with this agreement. In the 2002 fourth
quarter, $159 million was paid pursuant to this agreement. Notice was received
in January 2003 requesting the remaining $361 million.

On August 20, 2002, Citigroup completed the distribution to its
stockholders of a majority portion of its remaining ownership interest in TPC
(the distribution). This non-cash distribution was tax-free to Citigroup, its
stockholders and TPC. The distribution was treated as a dividend to stockholders
for accounting purposes that reduced Citigroup's Additional Paid-In Capital by
approximately $7.0 billion. Following the distribution, Citigroup remains a
holder of approximately 9.9% of TPC's outstanding equity securities which are
carried at fair value in the Proprietary Investment Activities segment and
classified as available-for-sale within Investments on the Consolidated
Statement of Financial Position.

Following the August 20, 2002 distribution, the results of TPC were
reported in the Company's Statements of Income and Cash Flows separately as
discontinued operations for all periods presented. In accordance with generally
accepted accounting principles (GAAP), the Consolidated Statement of Financial
Position has not been restated. TPC represented the primary vehicle by which
Citigroup engaged in the property and casualty insurance business.

TPC's results primarily consist of the results of its Personal Lines and
Commercial Lines businesses. The Personal Lines business of TPC primarily
provides coverage on personal automobile and homeowners insurance sold to
individuals, which is distributed through approximately 7,600 independent
agencies located throughout the United States. TPC's Commercial Lines business
offers a broad array of property and casualty insurance and insurance-related
services, which it distributes through approximately 6,300 brokers and
independent agencies located throughout the United States. TPC is the
third-largest writer of commercial lines insurance in the U.S. based on 2001
direct written premiums published by A.M. Best Company.

SETTLEMENT-IN-PRINCIPLE AND CHARGE FOR REGULATORY AND LEGAL MATTERS

During the 2002 fourth quarter, the Company reached a
settlement-in-principle with the SEC, the National Association of Securities
Dealers, the New York Stock Exchange and the Attorney General of New York of all
issues raised in their research, initial public offerings allocation and
spinning-related inquiries.

The Company established a reserve for the cost of this settlement and
toward estimated costs of the private litigation related to the matters that
were the subject of the settlement as well as the regulatory inquiries and
private litigation related to Enron. The reserve for these matters resulted in
an after-tax charge of approximately $1.3 billion ($0.25 per diluted share). The
Company believes that it has substantial defenses to the pending private
litigations which are at a very early stage. Given the uncertainties of the
timing and outcome of this type of litigation, the large number of cases, the
novel issues, the substantial time before these cases will be resolved, and the
multiple defendants in many of them, this reserve is difficult to determine and
of necessity subject to future revision. This paragraph contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act.
See "Forward-Looking Statements" on page 36.

ACQUISITION OF GOLDEN STATE BANCORP

On November 6, 2002, Citigroup completed its acquisition of 100% of Golden
State Bancorp (GSB) in a transaction in which Citigroup paid approximately $2.3
billion in cash and issued 79.5 million Citigroup common shares. The total
transaction value of approximately $5.8 billion was based on the average price
of Citigroup shares, as adjusted for the effect of the TPC distribution, for the
two trading days before and after May 21, 2002, the date the terms of the
acquisition were agreed to and announced. The results of GSB are included from
November 2002 forward.

SALE OF 399 PARK AVENUE

During 2002, the Company sold its 399 Park Avenue, New York City
headquarters building. The Company is currently the lessee of approximately 40%
of the building with terms averaging 15 years. The sale for $1.06 billion
resulted in a pretax gain of $830 million, with $527 million ($323 million
after-tax) recognized in 2002 representing the gain on the portion of the
building the Company does not occupy, and the remainder to be recognized over
the term of Citigroup's lease agreements.

7

IMPACT FROM ARGENTINA'S ECONOMIC CHANGES

Throughout 2002, Argentina experienced significant political and economic
changes including severe recessionary conditions, high inflation and political
uncertainty. The government of Argentina implemented substantial economic
changes, including abandoning the country's fixed U.S. dollar-to-peso exchange
rate, and asymmetrically redenominating substantially all of the banking
industry's loans, deposits (which were also restricted) and other assets and
liabilities previously denominated in U.S. dollars into pesos at different
rates. As a result of the impact of these government actions, the Company
changed its functional currency in Argentina from the U.S. dollar to the
Argentine peso. Additionally, the government issued certain compensation
instruments to financial institutions to compensate them in part for losses
incurred as a result of the redenomination events. The government also announced
a 180-day moratorium against creditors filing foreclosures or bankruptcy
proceedings against borrowers. Later in the year, the government modified the
terms of certain of their Patriotic Bonds making them less valuable. The
government actions, combined with the severe recessionary economic situation and
the devaluation of the peso, adversely impacted Citigroup's business in
Argentina.

During 2002, Citigroup recorded a total of $1.704 billion in net pretax
charges, as follows: $1,018 million in net provisions for credit losses; $284
million in investment write-downs; $232 million in losses relating to Amparos
(representing judicial orders requiring previously dollar-denominated deposits
and insurance contracts that had been redenominated at government rates to be
immediately repaid at market exchange rates); $98 million of write-downs of
Patriotic Bonds; a $42 million restructuring charge; and a $30 million net
charge for currency redenomination and other foreign currency items that
includes a benefit from compensation instruments issued in 2002.

In addition, the impact of the devaluation of the peso during 2002 produced
foreign currency translation losses that reduced Citigroup's equity by $595
million, net of tax.

As the economic situation as well as legal and regulatory issues in
Argentina remain fluid, we continue to work with the government and our
customers and continue to monitor conditions closely. Additional losses may be
incurred. In particular, we continue to monitor the potential additional impact
that the continued economic crisis may have on our corporate borrowers, as well
as the impact on consumer deposits and insurance liabilities of potential
government actions, including re-dollarization. This paragraph contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 36.

ACCOUNTING CHANGES IN 2002

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations" (SFAS
141), and certain provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142), as required for goodwill and indefinite-lived intangible
assets resulting from business combinations consummated after June 30, 2001.
These new rules required that all business combinations consummated after June
30, 2001 be accounted for under the purchase method. The non-amortization
provisions of the new rules affecting goodwill and intangible assets deemed to
have indefinite lives were effective for all purchase business combinations
completed after June 30, 2001.

On January 1, 2002, when the rules became effective for calendar year
companies, Citigroup adopted the remaining provisions of SFAS 142. Under the new
rules, effective January 1, 2002, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized, but are subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful
lives. During 2001 and 2000, the after-tax amortization expense related to
goodwill and indefinite-lived intangible assets which are no longer amortized
was as follows:

(1) During 2001, the Company reversed $8 million of negative goodwill
associated with LIFE INSURANCE AND ANNUITIES.

The Company has performed the required impairment tests of goodwill and
indefinite-lived intangible assets and there was no impairment of goodwill. The
initial adoption resulted in a cumulative adjustment of $47 million after-tax
recorded as a charge to earnings related to the impairment of certain intangible
assets. See Note 2 to the Consolidated Financial Statements for additional
information about this accounting change.

8

EVENTS IN 2001

IMPACT FROM ARGENTINA'S POLITICAL AND ECONOMIC CHANGES

During 2001 Argentina underwent significant political and economic changes.
The government of Argentina implemented substantial economic changes, including
abandoning the country's fixed U.S. dollar-to-peso exchange rate, as well as
converting certain U.S. dollar-denominated consumer loans into pesos. The
Company recognized charges in the 2001 fourth quarter of $235 million (pretax)
related to write-downs of Argentine credit exposures and $235 million (pretax)
in losses related to the foreign exchange revaluation of the consumer loan
portfolio.

IMPACT FROM ENRON

As a result of the financial deterioration and eventual bankruptcy of Enron
Corporation in 2001, Citigroup's results were reduced by $228 million (pretax)
as a result of the write-down of Enron-related credit exposure and trading
positions, and the impairment of Enron-related investments.

SEPTEMBER 11TH EVENTS

The September 11, 2001 terrorist attack financially impacted the Company in
several areas. Revenues were reduced due to the disruption to Citigroup's
businesses. Additional expenses incurred as a result of the attack resulted in
after-tax losses of approximately $200 million. The Company also experienced
significant property loss, for which it is insured. The Company initially
recorded insurance recoveries up to the net book value of the assets written
off. During 2002, additional insurance recoveries were recorded when realized.
Reductions in equity values during the 2001 third quarter were further impacted
by the September 11th attack, which reduced Citigroup's Investment Activities
results in the 2001 third quarter. Additionally, after-tax losses related to
insurance claims (net of reinsurance impact) totaled $502 million, the bulk of
which related to the property and casualty insurance operations of TPC and is
reflected as discontinued operations.

ACQUISITION OF BANAMEX

In August 2001, Citicorp, an indirect wholly owned subsidiary of Citigroup,
completed its acquisition of Grupo Financiero Banamex-Accival (Banamex), a
leading Mexican financial institution, for approximately $12.5 billion in cash
and Citigroup stock. Citicorp completed the acquisition by settling transactions
that were conducted on the Mexican Stock Exchange. Those transactions comprised
both the acquisition of Banamex shares tendered in response to Citicorp's offer
to acquire all of Banamex's outstanding shares and the simultaneous sale of
126,705,281 Citigroup shares to the tendering Banamex shareholders. On September
24, 2001, Citicorp became the holder of 100% of the issued and outstanding
ordinary shares of Banamex following a share redemption by Banamex. The results
of Banamex are included from August 2001 forward.

ACCOUNTING CHANGES IN 2001

ADOPTION OF EITF 99-20

During the 2001 second quarter, the Company adopted Emerging Issues Task
Force (EITF) Issue No. 99-20, "Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized Financial Assets"
(EITF 99-20). EITF 99-20 provides new guidance regarding income recognition and
identification and determination of impairment on certain asset-backed
securities. The initial adoption resulted in a cumulative adjustment of $116
million after-tax, recorded as a charge to earnings, and an increase of $93
million included in stockholders' equity from non-owner sources.

DERIVATIVES AND HEDGE ACCOUNTING

On January 1, 2001, Citigroup adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). This Statement
changed the accounting treatment of derivative contracts (including foreign
exchange contracts) that are employed to manage risk outside of Citigroup's
trading activities, as well as certain derivative instruments embedded in other
contracts. SFAS 133 requires that all derivatives be recorded on the balance
sheet at their fair value. The treatment of changes in the fair value of
derivatives depends on the character of the transaction, including whether it
has been designated and qualifies as part of a hedging relationship. The
majority of Citigroup's derivatives are entered into for trading purposes and
were not impacted by the adoption of SFAS 133. The cumulative effect of adopting
SFAS 133 at January 1, 2001 was an after-tax charge of $42 million included in
net income and an increase of $25 million included in other changes in
stockholders' equity from non-owner sources.

9

SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Notes to the Consolidated Financial Statements contain a summary of
Citigroup's significant accounting policies, including a discussion of recently
issued accounting pronouncements. Certain of these policies as well as estimates
made by management are considered to be important to the portrayal of the
Company's financial condition, since they require management to make difficult,
complex or subjective judgments and estimates, some of which may relate to
matters that are inherently uncertain. These significant policies and estimates
include valuation of financial instruments, the allowance for credit losses,
securitizations, and estimating our exposure to losses in Argentina. Additional
information about these policies can be found in Note 1 to the Consolidated
Financial Statements. Management has discussed each of these significant
accounting policies and the related estimates with the Audit Committee of the
Board of Directors.

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

VALUATIONS OF FINANCIAL INSTRUMENTS

Investments and trading account assets and liabilities, held by the Global
Corporate and Investment Bank and Proprietary Investment Activities segments,
include fixed maturity and equity securities, derivatives, investments in
private equity and other financial instruments. Citigroup carries its
investments and trading account assets and liabilities at fair value if they are
considered to be available-for-sale or trading securities. For a substantial
majority of our investments and trading account assets and liabilities, fair
values are determined based upon quoted prices or validated models with
externally verifiable model inputs. Changes in values of available-for-sale
securities are recognized in a component of stockholders' equity net of taxes,
unless the value is impaired and the impairment is not considered to be
temporary. Impairment losses that are not considered temporary are recognized in
earnings. The Company conducts regular reviews to assess whether
other-than-temporary impairment exists. Changing economic conditions-global,
regional, or related to specific issuers or industries-could adversely affect
these values. Changes in the fair values of trading account assets and
liabilities are recognized in earnings. Private equity subsidiaries also carry
their investments at fair value with changes in value recognized in earnings.

If available, quoted market prices provide the best indication of value. If
quoted market prices are not available for fixed maturity securities, equity
securities, derivatives or commodities, the Company discounts the expected cash
flows using market interest rates commensurate with the credit quality and
duration of the investment. Alternatively, matrix or model pricing may be used
to determine an appropriate fair value. It is Citigroup's policy that all models
used to produce valuations for the published financial statements be validated
by qualified personnel independent from those that created the models. The
determination of market or fair value considers various factors, including time
value and volatility factors, underlying options, warrants and derivatives;
price activity for equivalent synthetic instruments; counterparty credit
quality; the potential impact on market prices or fair value of liquidating the
Company's positions in an orderly manner over a reasonable period of time under
current market conditions; and derivative transaction maintenance costs during
the period. Changes in assumptions could affect the fair values of investments
and trading account assets and liabilities.

For our available-for-sale and trading portfolios amounting to assets of
$320.9 billion and liabilities of $91.4 billion at December 31, 2002, fair
values were determined in the following ways: externally verified via comparison
to quoted market prices or third-party broker quotations; by using models that
were validated by qualified personnel independent of the area that created the
model and inputs that were verified by comparison to third-party broker
quotations or other third-party sources; or by using alternative procedures such
as comparison to comparable securities and/or subsequent liquidation prices. At
December 31, 2002, approximately 98% of the available-for-sale and trading
portfolios' gross assets and liabilities are considered verified and
approximately 2% are considered unverified. Of the unverified, approximately 60%
consists of cash products, where independent quotes were not available and/or
alternative procedures were not feasible, and 40% consists of derivative
products where either the model was not validated and/or the inputs were not
verified due to the lack of appropriate market quotations. Such values are
actively reviewed by management.

In determining the fair values of our securities portfolios, management
also reviews the length of time trading positions have been held to identify
aged inventory. During 2002, the monthly average aged inventory designated as
available-for-immediate-sale was approximately $4.3 billion. Inventory positions
that are both aged and whose values are unverified amounted to less than $2.1
billion at December 31, 2002. The fair value of aged inventory is actively
monitored and, where appropriate, is discounted to reflect the implied
illiquidity for positions that have been available-for-immediate-sale for longer
than 90 days. At December 31, 2002, such valuation adjustments amounted to $56
million.

Citigroup's private equity subsidiaries include subsidiaries registered as
Small Business Investment Companies and other subsidiaries that engage
exclusively in venture capital activities. Investments held by private equity
subsidiaries related to the Company's venture capital activities amounted to
$3.7 billion at December 31, 2002. For investments in publicly traded securities
held by private equity subsidiaries amounting to approximately $0.9 billion at
December 31, 2002, fair value is generally based upon quoted market prices.
These publicly traded securities include thinly traded securities, large block
holdings, restricted shares or other special situations, and the quoted market
price is adjusted to produce an estimate of the attainable fair value for the
securities. To determine the amount of the adjustment, the Company uses a model
that is based on option theory. The model is validated annually by an
independent valuation consulting firm. Such adjustments ranged from 5% to 30% of
the investments' quoted prices in 2002. For investments that are not publicly
traded that are held by private equity subsidiaries amounting to approximately
$2.8 billion at December 31, 2002, estimates of fair value are made periodically
by management based upon relevant third-party arm's length transactions, current
and subsequent financings and comparisons to similar companies for which quoted
market prices are available. Independent consultants may be used to provide
valuations periodically for certain investments that are not publicly traded or
the valuations may be done internally. Internal valuations are reviewed by
personnel independent of the investing entity.

See the discussion of trading account assets and liabilities and
investments in Summary of Significant Accounting Policies in Note 1 to the
Consolidated Financial Statements. For additional information regarding the
sensitivity of these instruments, see "Market Risk Management Process"
on page 45.

10

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses represents management's estimate of
probable losses inherent in the lending portfolio. This evaluation process is
subject to numerous estimates and judgments. The frequency of default, risk
ratings, and the loss recovery rates, among other things, are considered in
making this evaluation, as are the size and diversity of individual large
credits. Changes in these estimates could have a direct impact on the credit
costs in any quarter and could result in a change in the allowance. At December
31, 2002, the allowance totaled $5.091 billion for the corporate loan portfolio
and $6.410 billion for the consumer portfolio. Attribution of the allowance is
made for analytic purposes only, and the entire allowance of $11.501 billion is
available to absorb probable credit losses inherent in the portfolio including
unfunded commitments.

From December 31, 2000 to December 31, 2002, corporate cash-basis loans
increased from $1.970 billion to $4.902 billion and net credit losses rose from
$771 million in 2000 to $2.206 billion in 2002, reflecting the worsening
condition of the energy and telecommunications industries and deterioration of
economic conditions in Latin America and Asia. Over that period, the corporate
allowance for credit losses also rose from $4.015 billion to $5.091 billion.
Consumer net credit losses increased from $4.423 billion in 2000 to $6.796
billion in 2002 and consumer loans on which accrual of interest has been
suspended increased from $3.404 billion to $5.023 billion. The consumer
allowance rose from $4.946 billion to $6.410 billion from December 31, 2000 to
December 31, 2002, including $640 million and $452 million associated with the
acquisitions of Banamex and GSB, respectively, and $206 million in connection
with recent Federal Financial Institutions Examination Council (FFIEC) guidance.
The level of the consumer allowance was also impacted by deteriorating economic
conditions and increased bankruptcies, and the deterioration in Argentina and in
the CONSUMER FINANCE portfolio in Japan. Management expects that 2003 loss
experience for the corporate portfolio will be comparable to that of 2002.
Consumer credit loss rates are expected to be flat despite current economic
conditions in the U.S. and Japan, including rising bankruptcy filings and
unemployment rates.

In the corporate loan portfolio, larger-balance, non-homogeneous
exposures representing significant individual credit exposures are evaluated
based upon the borrower's overall financial condition, resources and payment
record; the prospects for support from any financially responsible
guarantors; and, if appropriate, the realizable value of any collateral.
Reserves are established based upon an estimate of probable losses for
individual larger-balance, non-homogeneous loans deemed impaired, a
statistical model of expected losses on the remaining performing portfolio,
as well as management's detailed knowledge of the portfolio and current
conditions. Reserves for individual loans that are deemed to be impaired
consider all available evidence, including, as appropriate, the present value
of expected future cash flows discounted at the loan's contractual effective
rate, the secondary market value of the loan and the fair value of collateral.

The allowance for credit losses attributed to the corporate portfolio,
excluding CitiCapital, primarily in the GCIB segment, is established through a
process that begins with statistical estimates of probable losses inherent in
the portfolio. These estimates are based upon: (1) Citigroup's internal system
of credit risk ratings, which are analogous to the risk ratings of the major
rating agencies; (2) the corporate portfolio database; and (3) historical
default and loss data, including rating agency information regarding default
rates from 1983 to 2001 and internal data, dating to the early 1970s, on
severity of losses in the event of default. This statistical process generates
an estimate for losses inherent in the portfolio as well as a one standard
deviation confidence interval around the estimate.

The statistical estimate for losses inherent in the portfolio is based on
historical average default rates, whereas the range of the confidence interval
reflects the historical fluctuation of default rates over the credit cycle, the
historical variability of loss severity among defaulted loans, and the degree to
which there are large obligor concentrations in the global portfolio.

The statistical estimate of losses inherent in the portfolio may then be
adjusted, both for management's estimate of probable losses on specific
exposures, as well as for other considerations, such as environmental factors
and trends in portfolio indicators, including risk rated exposures, cash-basis
loans, historical and forecasted write-offs, and portfolio concentrations. In
addition, management considers the current business strategy and credit process,
including credit limit setting and compliance, credit approvals, loan
underwriting criteria and loan workout procedures.

For December 31, 2002, the statistical estimate for inherent losses in the
total corporate portfolio (excluding CitiCapital) was $3.434 billion, with a
standard deviation of $785 million. This analysis included all corporate loans,
commitments and unfunded letters of credit. Management then identified those
exposures for which name-specific loss estimates were required, and replaced the
statistical estimate of losses with management's estimate of losses. Management
made adjustments for other considerations, including portfolio trends and
economic indicators. As a result of these adjustments, at December 31, 2002, the
allowance for credit losses attributable to the corporate portfolio, excluding
CitiCapital, was set at $4.480 billion. In addition, the reserve for unfunded
letters of credit was set at $167 million, and is included in other liabilities
rather than in the allowance for credit losses.

CitiCapital's allowance is established based upon an estimate of probable
losses inherent in the portfolio for individual loans and leases deemed
impaired, and the application of annualized weighted average credit loss ratio
to the remaining portfolio. The annualized weighted average credit loss ratio
reflects both historical and projected losses. Additional reserves are
established to provide for imprecision caused by the use of estimated loss data.

11

At December 31, 2002, the CitiCapital allowance totaled $611 million, and
was composed of $40 million of reserves on impaired loans, $511 million to be
provided for expected credit losses in the performing portfolio and $60 million
to reflect imprecision caused by the use of historical data and projected loss
data. The reserve for expected credit losses reflects a 1.87% annualized
weighted average loss ratio on the performing portfolio. A 0.50% change in the
weighted average loss ratio would increase or decrease the December 31, 2002
allowance by $137 million.

Each portfolio of smaller-balance, homogeneous loans, including consumer
mortgage, installment, revolving credit and most other consumer loans, primarily
in the Global Consumer segment, is collectively evaluated for impairment in
order to provide an allowance sufficient to cover all loans that have shown
evidence of impairment as of the balance sheet date. The foundation for
assessing the adequacy of the allowance for credit losses for consumer loans is
a statistical methodology that estimates the losses inherent in the portfolio at
the balance sheet date based on historical delinquency flow rates, charge-off
statistics and loss severity. The statistical methodology is applied separately
for each individual product within each different geographic region in which the
product is offered.

Under this statistical method, the portfolio of loans is aged and separated
into groups based upon the aging of the loan balances (current, 1 to 29 days
past due, 30 to 59 days past due, etc.). The statistical method stresses each
group of loans based upon the highest quarterly net charge-off rate over the
past five years. In addition, management adjusts the statistical result to
reflect an additional amount related to economic trends and competitive factors
and also considers other available information, including seasonality, portfolio
acquisitions, solicitation of new loans, changes in lending policies and
procedures, geographical, product, and other environmental factors, changes in
bankruptcy laws, and evolving regulatory standards.

Citigroup has well-established credit loss recognition criteria for its
various consumer loan products. These credit loss recognition criteria are based
on contractual delinquency status, consistently applied from period to period
and in compliance with FFIEC guidelines, including bankruptcy loss recognition.
The allowance for credit losses is replenished through a charge to the provision
for credit losses for all net credit losses incurred during the relevant
accounting period and adjusted to reflect current economic trends and the
results of the statistical methodology. The provision for credit losses is
highly dependent on both bankruptcy loss recognition and the time it takes for
loans to move through the delinquency buckets and eventually to write-off (flow
rates). An increase in the Company's share of bankruptcy losses would generally
result in a corresponding increase in the provision for credit losses. For
example, a 10% increase in the Company's portion of bankruptcy losses would
generally result in a similar increase in the provision for credit losses. In
addition, an acceleration of flow rates would also result in a corresponding
increase to the provision for credit losses. The precise impact that an
acceleration of flow rates would have on the provision for credit losses would
depend upon the product and geography mix that comprise the flow rate
acceleration.

The evaluation of the total allowance includes an assessment of the ability
of borrowers with foreign currency obligations to obtain the foreign currency
necessary for orderly debt servicing.

See the discussions of "Consumer Credit Risk" and "Corporate Credit Risk"
on pages 40 and 42, respectively, for additional information.

SECURITIZATIONS

Securitization is a process by which a legal entity issues certain
securities to investors, which securities pay a return based on the principal
and interest cash flows from a pool of loans or other financial assets.
Citigroup securitizes credit card receivables, mortgages, and other loans that
it originated and/or purchased and certain other financial assets. After
securitization of credit card receivables, the Company continues to maintain
account relationships with customers.

Citigroup also assists its clients in securitizing the clients' financial
assets. Citigroup may provide administrative, asset management, underwriting,
liquidity facilities and/or other services to the resulting securitization
entities, and may continue to service the financial assets sold to the
securitization entity.

There are two key accounting determinations that must be made relating to
securitizations. In the case where Citigroup originated or previously owned the
financial assets transferred to the securitization entity, a decision must be
made as to whether that transfer would be considered a sale under generally
accepted accounting principles, resulting in the transferred assets being
removed from the Company's Consolidated Statement of Financial Position with a
gain or loss recognized. Alternatively, the transfer would be considered a
financing, resulting in recognition of a liability in the Company's Consolidated
Statement of Financial Position. The second key determination to be made is
whether the securitization entity should be considered a subsidiary of the
Company and be included in the Company's Consolidated Financial Statements or
whether the entity is sufficiently independent that it does not need to be
consolidated. If the securitization entity's activities are sufficiently
restricted to meet certain accounting requirements to be considered a qualifying
special purpose entity (QSPE), the securitization entity is not consolidated by
the seller of the transferred assets. Most of the Company's securitization
transactions meet the existing criteria for sale accounting and
non-consolidation. In January 2003, the Financial Accounting Standards Board
(FASB) issued a new interpretation on consolidation accounting.

The Company participates in 4,249 securitization transactions, structured
investment vehicles and other investment funds with its own and with clients'
assets totaling $926.3 billion at December 31, 2002.

Global Consumer uses QSPEs to conduct its securitization activities,
including credit card receivables, and mortgage, home equity and auto loans.
Securitizations done by Global Consumer are for the Company's own account.

12

QSPEs are qualifying special-purpose entities established in accordance with
SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" (SFAS 140). The Company is the transferor of
assets to these QSPEs and, accordingly, does not consolidate these QSPEs. At
December 31, 2002, Global Consumer was involved with 172 special purpose
entities (SPEs) with assets of $250.0 billion, including five SPEs with
assets of $1.8 billion that were consolidated by the Company and 166 QSPEs
with assets of $248.2 billion.

GCIB's securitization activities are conducted on behalf of the
Company's clients and to generate revenues for services provided to the SPEs.
GCIB uses SPEs to securitize mortgage-backed securities and clients' trade
receivables, to create investment opportunities for clients through
collateralized debt obligations (CDOs), and to meet other client needs
through structured financing and leasing transactions. All the
mortgage-backed securities transactions use QSPEs, as do certain CDOs and
structured financing transactions. At December 31, 2002, GCIB was involved
with 1,344 SPEs with assets of $384.4 billion, including 482 SPEs with assets
of $11.0 billion that were consolidated by the Company and 368 QSPEs with
assets amounting to $249.7 billion.

Global Investment Management uses SPEs to create investment opportunities
for clients through mutual and money market funds, unit investment trusts, hedge
funds and alternative investment structures, substantially all of which were not
consolidated by the Company at December 31, 2002. At December 31, 2002, Global
Investment Management was involved with 2,711 SPEs with assets of $287.8
billion, including three SPEs with assets of $3.0 billion that were consolidated
by the Company and one QSPE with assets of $0.4 billion.

Proprietary Investment Activities invests in various funds as part of its
activities on behalf of the Company and also uses SPEs in creating investment
opportunities. At December 31, 2002, Proprietary Investment Activities was
involved with 22 SPEs with assets of $4.0 billion, including two SPEs with
assets of $0.8 billion that were consolidated by the Company and one QSPE with
assets of $0.9 billion.

Additional information on the Company's securitization activities can be
found in "Off-Balance Sheet Arrangements" on page 53, in Note 13 to the
Consolidated Financial Statements, and in "Consolidation of Variable Interest
Entities" on page 14.

ARGENTINA

The carrying value of assets and exposures to loss related to the Company's
operations in Argentina represents management's estimates based on current
economic, legal and political conditions. While these conditions continue to be
closely monitored, they remain fluid, and future actions by the Argentine
government or further deterioration of its economy could result in changes to
those estimates.

The carrying values of certain assets, including the compensation
instruments, government-guaranteed promissory notes (GPNs) and government
Patriotic Bonds are based on management's estimates of default, recovery rates
and any collateral features. These instruments continue to be monitored, and
have been written down to represent management's estimate of their
collectibility, which could change as economic conditions in Argentina either
stabilize or worsen.

At December 31, 2002, the carrying values of the compensation notes, GPNs,
and Patriotic Bonds were $276 million, $273 million, and $59 million,
respectively. These valuations include write-downs which reduced income.

Management continues to monitor the potential additional economic impact
that the ongoing economic crisis may have on the collectibility of loans in
Argentina. In 2002, the Company recognized net additions to the allowance for
credit losses of $855 million. Additional losses may be incurred in the future.

In 2002, the Company recognized $232 million in charges and related
reserves for Amparos. The Argentina Supreme Court is considering the
constitutionality of the 2002 redenomination of bank deposits to pesos. A
decision that the redenomination was unconstitutional could result in a
potential cost to re-dollarize the deposits depending on the terms of the
court's decision. Because the provisions of any such decision could take an
unknown variety of forms, the additional cost cannot be estimated. Further, any
voluntary actions the Company might undertake, such as the settlement of
reprogrammed deposits announced in January 2003, could mitigate such cost. In
addition, the Company believes it has a sound basis to bring a claim, as a
result of various actions of the Argentine government. A recovery on such a
claim could serve to reduce the economic loss of the Company. In the opinion
of management, the ultimate resolution of the redenomination would not be likely
to have a material adverse effect on the consolidated financial condition of the
Company, but may be material to the Company's operating results for any
particular period.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

STOCK-BASED COMPENSATION

On January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS
123), prospectively to all awards granted, modified, or settled after January 1,
2003. The prospective method is one of the adoption methods provided for under
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," issued in December 2002. SFAS 123 requires that compensation cost
for all stock awards be calculated and recognized over the service period
(generally equal to the vesting period). This compensation cost is determined
using option pricing models, intended to estimate the fair value of the awards
at the grant date. Similar to Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," the alternative method of
accounting, an offsetting increase to stockholders' equity under SFAS 123 is
recorded equal to the amount of compensation expense charged. Earnings per share
dilution is recognized as well.

Assuming a three-year vesting provision for options, the estimated impact
of this change will be approximately $0.03 per diluted share in 2003 and, when
fully phased in over the next three years, approximately $0.06 per diluted share
annually. This statement is a forward-looking statement within the meaning of
the Private Securities Litigation Reform Act. See "Forward-Looking Statements"
on page 36.

13

The Company has made changes to various stock-based compensation plan
provisions for future awards. For example, the vesting period and the term of
stock options granted in 2003 have been shortened to three and six years,
respectively. In addition, the sale of underlying shares acquired through the
exercise of options granted after December 31, 2002 will be restricted for a
two-year period. The existing stock ownership commitment for senior executives
will continue, under which such executives must retain 75% of the shares they
own and acquire from the Company over the term of their employment. Original
option grants in 2003 and thereafter will not have a reload feature; however,
previously granted options will retain that feature. Other changes also may be
made that may impact the SFAS 123 adoption estimates disclosed above.

COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On January 1, 2003, Citigroup adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that
a liability for costs associated with exit or disposal activities, other than in
a business combination, be recognized when the liability is incurred. Previous
generally accepted accounting principles provided for the recognition of such
costs at the date of management's commitment to an exit plan. In addition, SFAS
146 requires that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31, 2002. It
is not expected that SFAS 146 will materially affect the financial statements.
This statement is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on page 36.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, FASB released FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). This interpretation
changes the method of determining whether certain entities, including
securitization entities, should be included in the Company's Consolidated
Financial Statements. An entity is subject to FIN 46 and is called a variable
interest entity (VIE) if it has (1) equity that is insufficient to permit the
entity to finance its activities without additional subordinated financial
support from other parties, or (2) equity investors that cannot make
significant decisions about the entity's operations, or that do not absorb
the expected losses or receive the expected returns of the entity. All other
entities are evaluated for consolidation in accordance with SFAS No. 94,
"Consolidation of All Majority-Owned Subsidiaries" (SFAS 94). A VIE is
consolidated by its primary beneficiary, which is the party involved with the
VIE that has a majority of the expected losses or a majority of the expected
residual returns or both.

The provisions of the interpretation are to be applied immediately to VIEs
created after January 31, 2003, and to VIEs in which an enterprise obtains an
interest after that date. For VIEs in which an enterprise holds a variable
interest that it acquired before February 1, 2003, FIN 46 applies in the first
fiscal period beginning after June 15, 2003. For any VIEs that must be
consolidated under FIN 46 that were created before February 1, 2003, the assets,
liabilities and noncontrolling interest of the VIE would be initially measured
at their carrying amounts with any difference between the net amount added to
the balance sheet and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying amounts
is not practicable, fair value at the date FIN 46 first applies may be used to
measure the assets, liabilities and noncontrolling interest of the VIE. FIN 46
also mandates new disclosures about VIEs, some of which are required to be
presented in financial statements issued after January 31, 2003. See Note 13 to
the Consolidated Financial Statements.

The Company is evaluating the impact of applying FIN 46 to existing VIEs in
which it has variable interests and has not yet completed this analysis. The
rules are recent and, accordingly, they contain numerous provisions that the
accounting profession continues to analyze. The Company is considering
restructuring alternatives that would enable certain VIEs to meet the criteria
for non-consolidation as presently understood. However, at this time, it is
anticipated that the effect on the Company's Consolidated Statement of Financial
Position could be an increase of $55 billion to assets and liabilities,
primarily due to several multi-seller finance companies administered by the
Company and certain structured investment vehicles, if these non-consolidation
alternatives are not viable. The future viability of these businesses is being
assessed. As we continue to evaluate the impact of applying FIN 46, additional
entities may be identified that would need to be consolidated by the Company.
This paragraph contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 36.

GUARANTEES AND INDEMNIFICATIONS

In November 2002, FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires that, for
guarantees within the scope of FIN 45 issued or amended after December 31,
2002, a liability for the fair value of the obligation undertaken in issuing
the guarantee be recognized. FIN 45 also requires additional disclosures in
financial statements for periods ending after December 15, 2002. Accordingly,
these new disclosures are included in Note 28 to the Consolidated Financial
Statements. It is not expected that the recognition and measurement
provisions of FIN 45 will have a material effect on the Company's financial
position or operating results. This statement is a forward-looking statement
within the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 36.

FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL (FFIEC)

In January 2003, the FFIEC issued guidance on account management and loss
allowance practices related to credit card lending. This guidance addresses
certain account management and risk management practices as well as income
recognition and loss allowance practices for credit card portfolios. The Company
is in compliance with the income recognition and loss allowance practices that
are set forth in the guidance. The Company continues to assess the impact of the
account management and risk management practices portion of the guidance.
Certain provisions of the guidance require affected institutions to hold an
allowance against the uncollectible portion of accrued interest and fees related
to credit card loans that exist on the balance sheet (held portfolio). The
Company includes accrued interest and fees receivable on held credit card loans
as part of the loan balance, which is included in Loans on the Consolidated
Statement of Financial Position. The Company estimates uncollectible interest
and fees on credit card loans using migration analysis in which historical
delinquency and credit loss experience is applied to the aging of the portfolio.
The inherent losses as of the balance sheet date are included as a component of
the allowance for credit losses. During 2002, the Company increased the
allowance for credit losses by $206 million, through a charge to the provision
for credit losses, related to uncollectible interest and fees on held credit
card loans.

14

PENSION ASSUMPTIONS

For the year ended December 31, 2002, pension expense was $24 million for the
U.S. plans and $133 million for the foreign plans. During the year ended
December 31, 2002, the Company contributed $500 million of Citigroup common
stock to its U.S. pension plans and $695 million to its foreign pension plans.
Citigroup common stock comprises 7.7% of the U.S. plans' assets at December 31,
2002. All U.S. qualified plans and the funded foreign plans are generally funded
to the amounts of accumulated benefit obligations. Net pension expense for the
year ended December 31, 2003 for the U.S. plans is not expected to change
materially as a result of the amortization of unrecognized net actuarial losses,
reflecting our use of the calculated value of assets, which is an averaging
process that recognizes changes in the fair values of assets over a period of
three years. As the foreign pension plans all use the fair value of plan assets,
their pension expense will be directly affected by the actual performance of the
plans' assets. This paragraph contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

EXPECTED RATE OF RETURN

Citigroup determines its assumptions for the expected rate of return on
plan assets for its U.S. plans using a "building block" approach, which focuses
on ranges of anticipated rates of return for each asset class. A weighted range
of nominal rates is then determined based on target allocations to each asset
class. Citigroup considers the expected rate of return to be a longer-term
assessment of return expectations and does not anticipate changing this
assumption annually unless there are significant changes in economic conditions.
This contrasts with the selection of the discount rate, future compensation
increase rate, and certain other assumptions, which are reconsidered annually in
accordance with generally accepted accounting principles. The expected rate of
return was 8.0% at December 31, 2002 compared with 9.5% at December 31, 2001,
reflecting the trend in equity markets. The 8.0% rate was implemented as of
September 1, 2002 when plan assets were revalued in connection with the
distribution of a majority portion of Citigroup's ownership interest in TPC to
Citigroup common stockholders.

In calculating pension expense for the U.S. plans and in determining the
expected rate of return, the Company uses the calculated value of assets. The
plans' assets are allocated 58% to equities, 26% to fixed income, and 16% to
real estate and other investments at December 31, 2002. The year-end allocation
is within the plans' target ranges. Changing the expected rate of return from
9.5% to 8.0% in 2002 had the effect of increasing 2002 net pension expense by
$45 million for the year ended December 31, 2002. For the year ended December
31, 2002, if the expected rate of return had been increased by 1%, net pension
expense for the U.S. plans would have decreased by $85 million, and if the
expected rate of return had been decreased by 1%, net pension expense would have
increased by $85 million.

A similar approach has been taken in selecting the expected rates of return
for Citigroup's foreign plans. The expected rate of return for each plan is
based upon its expected asset allocation. Market performance over a number of
earlier years is evaluated covering a wide range of economic conditions to
determine whether there are sound reasons for projecting forward any past
trends. The expected rates of return for the foreign plans ranged from 3.0% to
12.0% for 2002 compared with a range of 3.0% to 12.0% in 2001. The wide
variation in these rates is a result of differing asset allocations in the plans
as well as varying local economic conditions. For example in certain countries,
local law requires that all pension plan assets must be invested in fixed income
investments, or in government funds, or in local country securities. Asset
allocations for the foreign plans ranged from 100% fixed income investments to
75% equities/25% fixed income investments. For the year ended December 31,
2002, if the expected rate of return had been increased by 1%, net pension
expense for the foreign plans would have decreased by $21 million; if the
expected rate of return had been decreased by 1%, net pension expense would have
increased by $21 million.

DISCOUNT RATE

The discount rate for the U.S. pension and postretirement plans is selected
by reference to the Moody's Aa Long-Term Corporate Bond Yield. At December 31,
2002, the Moody's Aa Long-Term Corporate Bond Yield was 6.52% and the discount
rate for both the pension and postretirement plans was set at 6.75%, while at
December 31, 2001, the Moody's Long-Term Corporate Bond Yield was 7.08% and the
discount rate was set at 7.25%. For the year ended December 31, 2002, if the
discount rate had been increased by 1%, net pension expense for the U.S. plans
would have decreased by $5.0 million, and if the discount rate had been
decreased by 1%, net pension expense would have increased by $70 million.

The discount rates for the foreign pension and postretirement plans are
selected by reference to high quality corporate bond rates in countries that
have developed corporate bond markets. However, where developed corporate bond
markets do not exist, the discount rates are selected by reference to local
government bond rates with a premium added to reflect the additional risk for
corporate bonds. At December 31, 2002, the discount rates for the foreign plans
ranged from 2.25% to 12.0% compared with a range of 2.5% to 12.0% at December
31, 2001. For the year ended December 31, 2002, if the discount rate had been
increased by 1%, net pension expense for the foreign plans would have decreased
by $41 million; if the discount rate had been decreased by 1%, net pension
expense would have increased by $46 million.

15

BUSINESS FOCUS

The following tables show the net income (loss) for Citigroup's businesses both
on a product view and on a regional view:

CITIGROUP NET INCOME - PRODUCT VIEW

(1) Reclassified to conform to the 2002 presentation.
(2) 2002 includes a $1.3 billion after-tax reserve for settlement-in-principle
and charge for regulatory and legal matters.
(3) Includes Realized Insurance Investment Portfolio Gains (Losses) primarily
from the LIFE INSURANCE AND ANNUITIES and Primerica businesses of ($215)
million, $94 million and ($72) million for 2002, 2001 and 2000,
respectively.
(4) On August 20, 2002, Citigroup completed the distribution to its
stockholders of a majority portion of its remaining ownership interest in
TPC. Following the distribution, Citigroup began accounting for TPC as
discontinued operations. See Note 4 to the Consolidated Financial
Statements.
(5) Accounting changes in 2002 of ($47) million include the adoption of the
remaining provisions of SFAS 142. Accounting changes in 2001 of ($42)
million and ($116) million include the adoption of SFAS 133 and EITF Issue
99-20, respectively. See Note 1 to the Consolidated Financial Statements.

16

CITIGROUP NET INCOME -- REGIONAL VIEW(1)

(1) Proprietary Investment Activities is centrally managed and not allocated to
any region.
(2) Reclassified to conform to the 2002 presentation.
(3) 2002 includes a $1.3 billion after-tax reserve for settlement-in-principle
and charge for regulatory and legal matters.
(4) Mexico's results include the operations of Banamex from August 2001
forward.
(5) Corporate/Other is not allocated to any region, however, it is primarily
concentrated within North America (excluding Mexico).
(6) See Note 4 to the Consolidated Financial Statements.
(7) See Note 1 to the Consolidated Financial Statements.

SELECTED REVENUE AND EXPENSE ITEMS

Net interest revenue was $37.7 billion in 2002, up $5.0 billion or 15% from
2001, which was up $6.4 billion or 24% from 2000, reflecting the impact of a
changing rate environment, business volume growth in most markets and the impact
of acquisitions.

Total commissions, asset management and administration fees and other fee
revenues of $20.4 billion were down $578 million or 3% in 2002 primarily
reflecting decreased activity in over-the-counter securities sales and mutual
fund commissions due to depressed market conditions, partially offset by the
impact of acquisitions. Insurance premiums of $3.4 billion in 2002 were down 1%
from year-ago levels and up $214 million or 7% in 2001 compared to 2000.

Principal transactions revenues of $4.5 billion decreased $1.0 billion or
19% from 2001 primarily reflecting results in GCIB. Realized gains/(losses) from
sales of investments of ($485) million in 2002 were down from $237 million in
2001, and down from $760 million in 2000. Other revenue of $5.8 billion in 2002
increased $1.3 billion from 2001, which was down $1.5 billion from 2000. The
2002 increase primarily reflected the gain on the sale of 399 Park Avenue,
higher securitization gains and activities, partially offset by lower venture
capital activity and increased credit losses on securitized credit card
receivables.

OPERATING EXPENSES

Operating expenses grew $770 million or 2% to $37.3 billion in 2002, and
increased $719 million or 2% from 2000 to 2001. Expenses included the impact
from acquisitions and the settlement-in-principle charge which were largely
offset by lower compensation and benefits, expense rationalization initiatives
and a benefit of $610 million from the absence of goodwill and other
indefinite-lived intangible asset amortizations.

THE NET INCOME LINE IN THE FOLLOWING BUSINESS SEGMENTS AND OPERATING UNIT
DISCUSSIONS EXCLUDES THE CUMULATIVE EFFECT OF ACCOUNTING CHANGES AND INCOME FROM
DISCONTINUED OPERATIONS. THE CUMULATIVE EFFECT OF ACCOUNTING CHANGES AND INCOME
FROM DISCONTINUED OPERATIONS IS DISCLOSED WITHIN THE CORPORATE/OTHER BUSINESS
SEGMENT. SEE NOTES 1 AND 4 TO THE CONSOLIDATED FINANCIAL STATEMENTS. CERTAIN
AMOUNTS IN PRIOR YEARS HAVE BEEN RECLASSIFIED TO CONFORM TO THE CURRENT YEAR'S
PRESENTATION.

17

GLOBAL CONSUMER

GLOBAL CONSUMER--2002 NET INCOME
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

2000 $5.410
2001 $6.836
2002 $8.425

GLOBAL CONSUMER--2002 NET INCOME BY PRODUCT*

[EDGAR REPRESENTATION OF GRAPHIC DATA]

Retail Banking 38%
Consumer Finance 26%
Cards 36%

* Excludes Other

GLOBAL CONSUMER--2002 NET INCOME BY REGION*

[EDGAR REPRESENTATION OF GRAPHIC DATA]

CEEMEA 2%
Asia 8%
Japan 11%
Western Europe 7%
Mexico 9%
North America 63%

* Excludes Latin America

GLOBAL CONSUMER

GLOBAL CONSUMER -- which provides banking, lending, including credit and
charge cards, investment and personal insurance products and services to
customers around the world -- reported net income of $8.425 billion in 2002, up
$1.589 billion or 23% from 2001, which, in turn, increased $1.426 billion or 26%
from 2000, driven by double digit growth in RETAIL BANKING, CARDS and CONSUMER
FINANCE. RETAIL BANKING net income increased $722 million or 29% in 2002 and
$551 million or 28% in 2001 as the impact of acquisitions, including prior-year
restructuring charges, combined with growth in North America and the
international markets was partially offset by losses in Argentina. CARDS net
income increased $589 million or 23% in 2002 and $357 million or 16% in 2001
mainly reflecting growth in Citi Cards and the acquisition of Banamex. CONSUMER
FINANCE net income increased $305 million or 16% in 2002 primarily due to growth
in North America and Western Europe, partially offset by the impact of higher
net credit losses in Japan. CONSUMER FINANCE net income increased $540 million
or 40% in 2001 mainly reflecting revenue growth and expense savings in North
America and higher business volumes, including the impact of acquisitions, in
Japan.

Global Consumer net income included a net restructuring-related release of
$10 million ($14 million pretax) in 2002 and restructuring-related charges of
$127 million ($198 million pretax) in 2001 and $144 million ($223 million
pretax) in 2000. See Note 17 to the Consolidated Financial Statements for a
discussion of restructuring-related items.

In November 2002, Citigroup completed the acquisition of GSB, which added
$25 billion in deposits and $35 billion in loans, including $33 billion in
RETAIL BANKING and $2 billion in CONSUMER FINANCE. In February and May 2002,
CitiFinancial Japan acquired the consumer finance businesses of Taihei Co., Ltd.
(Taihei) and Marufuku Co., Ltd. (Marufuku), respectively, adding $1.1 billion in
loans. In August 2001, Citicorp completed its acquisition of Banamex, adding
approximately $20 billion in consumer deposits and $10 billion in loans,
including $8 billion in RETAIL BANKING and $2 billion in CARDS. Subsequently,
Citibank Mexico's banking operations merged into Banamex, with Banamex being the
surviving entity. In July 2001, Citibanking North America completed the
acquisition of European American Bank (EAB), adding $9 billion in deposits and
$4 billion in loans. In September 2000, CitiFinancial Japan completed the
acquisition of Unimat Life Corporation (Unimat) which added $1.2 billion in
loans. These acquisitions were accounted for as purchases, therefore, their
results are included in the Global Consumer results from the dates of
acquisition. On November 30, 2000, Citigroup completed its acquisition of
Associates First Capital Corporation (Associates) which was accounted for as a
pooling of interests and is included in the results of CARDS, CONSUMER FINANCE
and RETAIL BANKING.

The table below shows net income by region for Global Consumer.

GLOBAL CONSUMER NET INCOME -- REGIONAL VIEW

Growth in Global Consumer in 2002 was led by North America (excluding
Mexico), Mexico and Western Europe and was partially offset by a decline in
Latin America. North America (excluding Mexico) grew 18%, reflecting increases
in all product lines combined with the addition of GSB. Mexico increased $642
million, mainly due to the Banamex acquisition in August

18

2001. Western Europe experienced growth of 37% in 2002, driven by
strengthening currencies and higher loan volumes in RETAIL BANKING and
CONSUMER FINANCE. Income in Japan increased 2% as a gain on sale of the
mortgage portfolio in RETAIL BANKING was partially offset by higher
credit costs in CONSUMER FINANCE. The decline in Latin America of $208 million
in 2002 was mainly due to economic conditions in Argentina which impacted all
product lines. The increase in CEEMEA of $84 million mainly reflected a gain
resulting from the disposition of a portion of an equity investment along with
growth in credit card receivables and deposit volumes.

CARDS

CARDS -- which includes bankcards, private-label cards and charge cards
in 47 countries around the world -- reported net income of $3.125 billion in
2002, up $589 million or 23% from 2001, led by North America which benefited
from revenue growth and expense management as well as the acquisition of
Banamex in August 2001. Net income in 2001 of $2.536 billion was up $357
million or 16% from 2000, driven by growth in Citi Cards, prior-year
restructuring-related items and the Banamex acquisition, partially offset by
declines resulting from economic conditions in Argentina.

As shown in the following table, average managed loans grew 6% in 2002,
reflecting growth of 5% in North America and 8% in International Cards. Growth
in North America was led by Citi Cards, which benefited from increased
advertising and marketing expenditures, and Mexico, which included the effect of
the Banamex acquisition. Growth in International Cards reflected broad-based
increases in Asia and growth in Western Europe, led by the U.K., Greece and
Spain, all of which also benefited from strengthening currencies in 2002. The
growth in International Cards was partially offset by a decline in Argentina
reflecting the negative impact of foreign currency translation and lower loan
volumes. Average managed loans grew 10% in 2001, mainly reflecting growth in
Citi Cards and the addition of Banamex. Sales were up 5% in 2002, reflecting
growth in Citi Cards, Western Europe and Asia combined with the impact of the
events of September 11th on prior-year sales levels. Sales were unchanged in
2001 as the negative impact of the events of September 11th and the sale of
Diners Club franchises in Western Europe were partially offset by the addition
of Banamex.

Revenues, net of interest expense, of $13.788 billion in 2002 increased
$1.734 billion or 14% from 2001, primarily reflecting growth in North America,
Asia and Western Europe, partially offset by a decline in Latin America. Revenue
growth in North America was mainly due to spread improvements, resulting from
lower cost of funds that was partially offset by lower yields, combined with the
benefit of receivable growth and the acquisition of Banamex. Citi Cards revenues
in 2002 also included net gains of $425 million as a result of changes in
estimates in the timing of revenue recognition on securitizations and $128
million from an increase in the amortization period for certain direct loan
origination costs. Growth in Asia was led by Korea, the Philippines and Malaysia
while growth in Western Europe was led by the U.K., Spain and Greece, and
included the benefit of foreign currency translation. The decline in Latin
America reflected continued weakness in Argentina where reduced business
activity and the negative impact of foreign currency translation in 2002 were
partially offset by redenomination losses of $111 million associated with
consumer loans in 2001. Revenues in 2001 increased $1.351 billion or 13% from
2000 as spread improvements, increased receivables and the addition of Banamex
were partially offset by redenomination losses in Argentina.

Operating expenses of $5.560 billion in 2002 increased $61 million or 1%
from 2001. Operating expenses in 2002 included a net restructuring reserve
release of $23 million ($14 million after-tax) compared to restructuring-related
charges of $16 million ($11 million after-tax) in 2001. Excluding
restructuring-related items, expenses increased 2% in North America and 1% in
International Cards. Expense growth in North America reflected the addition of
Banamex and increased advertising and marketing costs in Citi Cards that were
partially offset by disciplined expense management including the impact of
expense reduction initiatives in Diners Club N.A. In 2001, operating expenses of
$5.499 billion grew $156 million or 3% from 2000 as volume-related increases and
the addition of Banamex were partially offset by lower restructuring-related
charges. Operating expenses in 2000 included restructuring-related charges of
$96 million ($60 million after-tax), mainly reflecting actions in Citi Cards.

The provision for credit losses in 2002 was $3.424 billion compared to
$2.596 billion in 2001 and $1.951 billion in 2000. The increase in the provision
for credit losses reflected the impact of receivable growth, primarily in Citi
Cards and the U.K., and higher loss rates in Hong Kong, as well as an increase
resulting from the Argentine crisis. The provision for credit loss in 2002 also
included a $206 million addition to the loan loss reserve established in
accordance with recent FFIEC guidance related to uncollectible interest and late
fees for on-balance sheet credit card receivables in Citi Cards.

The securitization of credit card receivables is limited to the Citi Cards
business within North America. At December 31, 2002, securitized credit card

19

receivables were $67.1 billion, compared to $67.0 billion at December 31, 2001
and $57.2 billion at December 31, 2000. Credit card receivables held-for-sale
were $6.5 billion at December 31, 2002 and 2001, compared to $8.1 billion at
December 31, 2000. Because securitization changes Citigroup's role from that of
a lender to that of a loan servicer, it removes the receivables from Citigroup's
balance sheet and affects the amount of revenue and the manner in which revenue
and the provision for credit losses are classified in the income statement. For
securitized receivables and receivables held-for-sale, gains are recognized upon
sale and amounts that would otherwise be reported as net interest revenue, fee
and commission revenue, and credit losses on loans are instead reported as fee
and commission revenue (for servicing fees) and other revenue (for the remaining
revenue, net of credit losses and the amortization of previously recognized
securitization gains). Because credit losses are a component of these cash
flows, revenues over the term of the transactions may vary depending upon the
credit performance of the securitized receivables. However, Citigroup's exposure
to credit losses on the securitized receivables is contractually limited to the
cash flows from the receivables.

Including the effect of securitizations, managed net credit losses in 2002
were $7.175 billion with a related loss ratio of 5.93%, compared to $6.051
billion and 5.28% in 2001 and $4.367 billion and 4.21% in 2000. The increase in
the net credit loss ratio in 2002 was primarily due to increases in Citi Cards,
reflecting industry-wide trends in the U.S., combined with increases in Asia
resulting from higher bankruptcy losses in Hong Kong. Loans delinquent 90 days
or more on a managed basis were $2.398 billion or 1.84% at December 31, 2002,
compared to $2.384 billion or 1.96% at December 31, 2001 and $1.671 billion or
1.46% at December 31, 2000.

CONSUMER FINANCE

CONSUMER FINANCE -- which provides community-based lending services through
branch networks, regional sales offices and cross-selling initiatives with other
Citigroup businesses -- reported net income of $2.210 billion in 2002, up $305
million or 16% from 2001, as revenue growth and continued efficiencies resulting
from the integration of Associates in North America were partially offset by
higher net credit losses in the U.S. and Japan. Net income growth in 2002
included after-tax benefits of $117 million due to the absence of goodwill and
other indefinite-lived intangible asset amortization. Net income of $1.905
billion in 2001 grew $540 million or 40% from 2000, primarily reflecting growth
in receivables and expense savings in North America combined with the impact of
acquisitions in Japan.

As shown in the preceding table, average loans grew 9% in 2002 resulting
from the cross-selling of products through Primerica, an increase in auto loans
in the U.S., the acquisitions of Taihei and Marufuku in Japan and growth in real
estate-secured loans in Western Europe. Average auto loans in 2002 increased
$2.0 billion or 43% from 2001, reflecting a shift in funding policy to fund
business volumes internally and the addition of GSB auto loans in November 2002.
In Japan, average loans of $12.2 billion in 2002 grew $1.6 billion or 15% from
2001, reflecting, in part, the acquisitions of Taihei and Marufuku which added
$1.1 billion to average loans, primarily personal loans. Average loans grew 15%
in 2001 mainly reflecting higher volumes from CitiFinancial locations, the
cross-selling of products through Primerica and the impact of acquisitions in
the U.S. and Japan.

As shown in the following table, the average net interest margin of 11.01%
in 2002 increased 15 basis points from 2001 as improved margins in North America
were partially offset by compression in International Consumer Finance. In North
America, the average net interest margin was 8.47% in 2002, increasing 28 basis
points from the prior year as the benefit of lower cost of funds was partially
offset by lower yields, both reflecting a lower interest rate environment. The
average net interest margin for International Consumer Finance was 21.14% in
2002, down 99 basis points from the prior year as lower cost of funds was more
than offset by a decrease in yields resulting, in part, from strong growth in
lower-risk real estate-secured loans, that have lower yields, in Western Europe.
The average net interest margin of 10.86% in 2001 increased 40 basis points from
2000, as lower cost of funds was partially offset by growth in real
estate-secured loans.

Revenues, net of interest expense, of $9.654 billion in 2002 increased $816
million or 9% from 2001. The increase in revenue reflected growth of 10% in
North America and 8% in International Consumer Finance. Revenue growth in North
America reflected the benefit of receivable growth which included the
acquisition of GSB and improved net interest margins. In International Consumer
Finance, revenue growth in Japan and Western Europe was partially offset by a
decline in Latin America. Revenue growth in Japan was primarily driven by the
impact of acquisitions and was partially offset by lower foreign currency gains.
Revenue growth in Western Europe reflected higher volumes and the benefit of
foreign currency translation, partially offset by lower yields. The decline in
Latin America was due to continued weakness in Argentina where reduced business
activity and the negative impact of foreign currency translation in 2002 was
partially offset by redenomination losses of $62 million associated with
consumer loans in 2001. Revenues of $8.838 billion in 2001 increased $1.134
billion or

20

15% from 2000 reflecting the benefit of receivable growth in North America,
Western Europe and Japan, including the acquisition of Unimat, partially
offset by redenomination losses in Argentina.

Operating expenses of $3.002 billion in 2002 decreased $334 million or 10%
from 2001 reflecting declines of 8% in North America and 13% in International
Consumer Finance. The improvement in expenses was primarily due to continued
benefits from the integration of Associates in the U.S., the absence of goodwill
and other indefinite-lived intangible asset amortization and the benefit of
foreign currency translation and management expense initiatives in Latin
America. Expenses of $3.336 billion in 2001 decreased $110 million or 3% from
2000 reflecting expense savings in the U.S., as well as higher
restructuring-related charges in 2000, partially offset by the addition of
Unimat in Japan. Operating expenses included restructuring-related charges of $8
million ($6 million after-tax) in 2002, $34 million ($20 million after-tax) in
2001 and $108 million ($70 million after-tax) in 2000. Restructuring-related
charges in 2001 and 2000 were mainly due to actions in the U.S.

The provisions for benefits, claims, and credit losses were $3.240 billion
in 2002, up from $2.499 billion in 2001 and $2.127 billion in 2000, primarily
reflecting increases in the provision for credit losses in Japan and the U.S.,
including the impact of acquisitions. Net credit losses and the related loss
ratio were $2.968 billion and 3.81% in 2002, up from $2.213 billion and 3.10% in
2001 and $1.845 billion and 2.96% in 2000. In North America, net credit losses
were $1.865 billion and the related loss ratio was 3.00% in 2002, compared to
$1.527 billion and 2.65% in 2001, and $1.339 billion and 2.61% in 2000. The
increase in net credit losses in 2002 was due to increases in the personal and
auto loan portfolios in the U.S. Net credit losses in the U.S. included $76
million in 2001 from sales of certain under-performing loans, which were charged
against the allowance for credit losses and resulted in a 13 basis point
increase to the net credit loss ratio in North America. Net credit losses in
International Consumer Finance were $1.103 billion and the related loss ratio
was 7.05% in 2002, up from $686 million and 5.01% in 2001 and $506 million and
4.58% in 2000 primarily due to increased bankruptcy filings and deteriorating
credit quality in selected portions of the Japan portfolio.

Loans delinquent 90 days or more were $2.119 billion or 2.52% of loans at
December 31, 2002, compared to $2.243 billion or 3.04% at December 31, 2001 and
$1.435 billion or 2.15% at December 31, 2000. The decrease in delinquencies in
2002 was primarily due to improvements in the U.S., including the impact of
credit risk management initiatives undertaken as part of the integration of
Associates.

In Japan, net credit losses and the related loss ratio are expected to
increase from 2002 as a result of economic conditions and credit performance of
the portfolios, including increased bankruptcy filings. This is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 36.

RETAIL BANKING

RETAIL BANKING -- which delivers banking, lending, investment and insurance
services to customers through retail branches, electronic delivery systems and
the network of Primerica independent agents -- reported net income of $3.230
billion in 2002, up $722 million or 29% from 2001. The increase in RETAIL
BANKING reflected growth in both North America and International Retail Banking
net income of $714 million or 47% and $8 million or 1%, respectively. Growth in
North America was primarily due to the impact of acquisitions, revenue growth in
Citibanking North America and Consumer Assets as well as restructuring-related
charges in the prior year. The increase in International Retail Banking
reflected growth in all regions except Latin America, which continued to be
impacted by economic weakness in Argentina. Net income of $2.508 billion in 2001
grew $551 million or 28% from 2000 reflecting the impact of acquisitions in
North America and growth in International Retail Banking in all regions except
Latin America.

As shown in the following table, RETAIL BANKING grew customer deposits and
average loans in 2002. The growth in North America primarily reflected the
timing of acquisitions. In addition, North America experienced customer deposit
growth in Citibanking North America and average loan growth in Consumer Assets,
primarily due to increased student loans and mortgage loans held for sale.
International Retail Banking average loans declined 1% in 2002 as the impact of
credit risk management initiatives and foreign currency translation in Argentina
and the sale of the mortgage portfolio in Japan were partially offset by growth
in installment loans, including the impact of foreign currency translation, in
Germany. Average customer deposits in the international markets were essentially
unchanged in 2002 as growth in Japan was offset by the negative impact of
foreign currency translation in Argentina. Growth in average customer deposits
in 2001 was driven by the acquisitions of Banamex and EAB as well as increases
in all markets except Latin America.

21

Increases in average loans in 2001 were mainly due to acquisitions and growth
in Consumer Assets and Western Europe.

(1) Includes loans held for sale.

Revenues, net of interest expense, of $13.335 billion in 2002 increased
$2.054 billion or 18% from 2001. Revenues in North America grew $1.939 billion
or 28%, driven by the impact of acquisitions combined with growth in Citibanking
North America, Consumer Assets and Primerica. Excluding the acquisitions of EAB
and GSB, growth in Citibanking North America reflected the benefit of customer
deposit growth and increased debit card fees, partially offset by reduced net
funding and positioning spreads. Excluding the acquisition of GSB, revenue
growth in Consumer Assets was mainly due to higher mortgage securitization
income and increased spreads and volumes in student loans, partially offset by
lower servicing revenue. The decline in servicing revenue primarily reflected
increased mortgage refinancing and prepayment activity that was driven by lower
interest rates. Revenue growth in Primerica was driven by volume-related growth
in insurance premiums. International Retail Banking revenues increased $115
million or 3% reflecting growth across the regions, partially offset by a
decline in Latin America. Growth in Western Europe was largely due to increased
loan volumes and improved spreads, along with the benefit of foreign currency
translation. Revenue increases in Asia and CEEMEA reflected the benefit of
growth in business volumes and investment product fees. In Japan, a $65 million
gain on sale of the mortgage portfolio and growth in investment product fees
resulted in a 15% increase in revenues. The decline in Latin America was due to
events in Argentina, which included losses on Amparos, reduced business activity
due to the economic situation, the negative impact of foreign currency
translation and losses resulting from government-mandated inflation-indexed
interest accruals. The 2002 decline in Latin America was partially offset by
redenomination losses in 2001 of $62 million associated with consumer loans in
Argentina. Revenues of $11.281 billion in 2001 grew $1.585 billion or 16% from
2000 reflecting the impact of acquisitions along with growth in Citibanking
North America, Consumer Assets, Asia and CEEMEA.

Operating expenses of $7.149 billion in 2002 increased $849 million or
13% from 2001 reflecting increases of 21% in North America and 2% in
International Retail Banking. Operating expenses in 2002 included
restructuring-related charges of $5 million compared to restructuring-related
charges of $128 million ($83 million after-tax) in 2001, primarily related to
the acquisition of Banamex, and $22 million ($16 million after-tax) in 2000.
Excluding restructuring-related charges, the increase in North America
resulted from the impact of acquisitions and other volume-related increases.
The increase in International Retail Banking reflected the impact of
increased business volumes, partially offset by expense reduction initiatives
and the impact of foreign currency translation in Latin America. Operating
expenses in 2001 were up $715 million or 13% compared to 2000 primarily
reflecting the addition of EAB and Banamex, higher restructuring-related
charges, increased advertising and marketing costs and other volume-related
increases.

The provisions for benefits, claims, and credit losses were $1.235 billion
in 2002, up from $1.061 billion in 2001 and $980 million in 2000. The increase
in the provisions for benefits, claims, and credit losses in 2002 was mainly due
to the inclusion of a full year for Banamex combined with the impact of loan
growth and higher net credit losses as well as an increase resulting from the
Argentine crisis. The increase in the provisions in 2001 compared to 2000 was
mainly due to the impact of acquisitions, partially offset by a decline in Asia.
Net credit losses were $753 million and the related loss ratio was 0.67% in
2002, compared to $636 million and 0.65% in 2001 and $618 million and 0.76% in
2000. The 2002 increase in net credit losses was mainly due to the acquisition
of Banamex.

Loans delinquent 90 days or more were $4.150 billion or 2.84% of loans at
December 31, 2002, compared to $3.437 billion or 3.30% at December 31, 2001 and
$2.124 billion or 2.37% in 2000. The increase in delinquent loans in 2002 was
primarily due to increases in Consumer Assets and Western Europe, partially
offset by improvements in the mortgage and middle market loan portfolios in
Mexico. The increase in Consumer Assets mainly reflected the addition of GSB and
a higher level of buy backs from GNMA pools where credit risk is maintained by
government agencies. The increase in Western Europe occurred mainly in Germany
and reflected the impact of statutory changes and foreign currency translation.

Average assets of $176 billion in 2002 increased $37 billion from 2001,
which, in turn, increased $29 billion from 2000. The increases in 2002 and 2001
primarily reflected the acquisitions of Banamex, EAB and GSB.

OTHER CONSUMER

OTHER CONSUMER - which includes certain treasury and other unallocated staff
functions, global marketing and other programs -- reported losses of $140
million, $113 million and $91 million in 2002, 2001 and 2000, respectively.
Included in the 2002 results was a $52 million gain resulting from the
disposition of a portion of an equity investment in CEEMEA and gains from the
sales of buildings in Asia. Excluding these items, the increase in losses from
2001 reflected lower foreign currency hedge gains and an increase in legal costs
in connection with settlements reached during the year. The increase in losses
from 2000 was primarily due to lower treasury results and lower foreign currency
hedge gains.

Operating expenses included a restructuring-related credit of $4 million in
2002, a restructuring-related charge of $20 million ($13 million after-tax) in
2001 and a restructuring-related credit of $3 million in 2000.

22

Revenues, expenses, and the provisions for benefits, claims and credit
losses reflect offsets to certain line-item reclassifications reported in other
Global Consumer operating segments.

GLOBAL CONSUMER OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

During 2003, the Global Consumer businesses will continue to maintain a
focus on tight expense control and productivity improvements. While the
businesses will also focus on expanding the base of stable and recurring
revenues and managing credit risk, revenue and credit performance will also be
impacted by U.S. and global economic conditions, including the level of interest
rates, bankruptcy filings and unemployment rates, as well as political policies
and developments around the world. The Company remains diversified across a
number of geographies, product groups and customer segments and continues to
monitor the economic situation in all of the countries in which it operates.

CARDS -- In 2002, CARDS reported record income of $3.1 billion, an increase
of 23% from 2001 as operating margins continued to expand with 13% growth in
risk-adjusted revenue outpacing a 1% increase in expenses. In 2003, CARDS is
expected to deliver strong earnings growth with increased receivables and
moderately improved net credit losses.

In 2003, Citi Cards expects continued income growth and consistent
risk-adjusted revenue performance, despite the continuation of a challenging
competitive environment. The business expects to achieve strong receivable
growth through the addition of certain private label card programs, organic
growth and new product launches. In Mexico, the Company will continue to
leverage the expertise and experience of the global CARDS franchise.
International Cards is also expecting strong earnings growth in 2003 with a
focus on expanding the revenue base through growth in sales, receivables and
accounts while investing in both new and existing markets, including expansion
in Europe and the recently announced joint venture with the Shanghai Pudong
Development Bank in China.

CONSUMER FINANCE -- In 2002, CONSUMER FINANCE reported record income of
$2.2 billion, an increase of 16% from 2001 as revenue growth and continued
expense reductions offset higher credit costs. In 2003, CONSUMER FINANCE expects
moderate income growth.

In North America, CitiFinancial expects to deliver income growth through
the integration of GSB auto operations combined with growth in receivables and a
continued focus on expense management. Moderate revenue growth is anticipated in
2003 as the impact of receivable growth is partially offset by the continued
shift in the portfolio toward higher-quality credits with a more diversified and
competitively priced product set. In the international markets, growth in 2003
is expected to be negatively impacted by performance in Japan, where challenging
economic conditions persist. Throughout 2002, the consumer finance industry in
Japan experienced significant increases in bankruptcy losses that reached record
levels. In 2003, we expect credit losses in Japan to continue to rise and volume
pressure, resulting from a tightening of underwriting standards in 2002, to
continue. To mitigate the impact of the deteriorating environment, the business
increased its focus on operating efficiencies through the centralization of
back-office functions and rationalization of the branch network. In other
international markets, important growth opportunities are anticipated as we
continue to focus on gaining market share in both new and established markets
including Denmark, Poland, South Korea and Thailand.

RETAIL BANKING -- In 2002, RETAIL BANKING reported record income of $3.2
billion, an increase of 29% from 2001, reflecting a year of continued success in
core business performance across most regions combined with the impact of
acquisitions, which helped to drive North America income up 47%. In 2003, RETAIL
BANKING expects to deliver strong income increases with ongoing improvements in
core business performance and the addition of GSB while continuing to manage
through the economic uncertainties in Latin America, including the impact of
Argentine government actions on consumer deposits in that country. For further
information regarding the situation in Argentina, see the discussions on the
"Impact from Argentina's Economic Changes" and "Argentina" on pages 8 and 13,
respectively.

In 2003, we expect to complete the integration of GSB, which added 352
branches, primarily in California, and significantly improves our penetration in
the west coast market as well as provides an important foothold in the growing
Hispanic banking market. The technology portion of the integration should be
completed in the first quarter of 2003, while the transition to the Citi sales
model, which began with the offering of selective Citigroup products in November
2002, is expected to be ongoing throughout 2003. In 2003, Citibanking North
America will maintain a focus on improving sales productivity in the financial
centers, increasing customer retention and cross-selling in the branch network
and leveraging technologies to drive cost efficiencies. In Consumer Assets,
CitiMortgage is expected to achieve growth through continued market share gains
in originations and reduced costs from operational efficiencies while Student
Loans will continue to benefit from the strong Citi brand, an expanded national
sales force and best-in-class online applications and customer service.
Primerica expects to sustain momentum in recruiting and production volumes
through focused product offerings, sales and product training programs, and
continued dedication to its cross-selling relationships while further developing
its international presence. The RETAIL BANKING business in Mexico is expected to
benefit from improved operating margins in 2003 as cost management restrains
expense growth and the business focuses on deposit growth in the retail and
middle market segments. In the international markets, Western Europe is expected
to deliver strong growth through continued focus on defined customer segments
and core product offerings combined with strategic investments in distribution
platforms and tight expense management. In Japan, the business will continue to
build on its strength in investment product sales and deposit gathering. In
2003, the business focus in Asia will be on maintaining sound expense management
and tight credit underwriting while continuing to build on revenue momentum
through growth in branch lending and investment product sales. CEEMEA
anticipates continued market share expansion in established markets, as well as
the build-out of the new franchise in Russia.

23

GLOBAL CORPORATE AND INVESTMENT BANK

GLOBAL CORPORATE AND INVESTMENT BANK--2002 NET INCOME
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

2000 $4.003
2001 $4.346
2002 $3.029

GLOBAL CORPORATE AND INVESTMENT BANK--2002 NET INCOME BY PRODUCT*

[EDGAR REPRESENTATION OF GRAPHIC DATA]

Transaction Services 12%
Capital Markets and Banking 88%

* Excludes Other Corporate

GLOBAL CORPORATE AND INVESTMENT BANK--2002 NET INCOME BY REGION

[EDGAR REPRESENTATION OF GRAPHIC DATA]

CEEMEA 20%
Latin America 2%
Asia 22%
Japan 3%
Western Europe 12%
Mexico 7%
North America 34%

GLOBAL CORPORATE AND INVESTMENT BANK

(1) Reclassified to conform to the 2002 presentation.

GLOBAL CORPORATE AND INVESTMENT BANK (GCIB) serves corporations, financial
institutions, governments, investors and other participants in capital markets
throughout the world and consists of CAPITAL MARKETS AND BANKING and TRANSACTION
SERVICES. The primary businesses in CAPITAL MARKETS AND BANKING include Fixed
Income, Equities, Investment Banking, Sales & Trading (which mainly operates in
Asia, Latin America, CEEMEA and Mexico), CitiCapital and Lending.

On June 7, 2000, GCIB completed the acquisition of a majority interest in
Bank Handlowy, a leading bank in Poland. On May 1, 2000, GCIB completed the
acquisition of the global investment banking business and related net assets of
Schroders PLC (Schroders), including all corporate finance, financial markets
and securities activities. During the second quarter of 2000, GCIB strengthened
its position in the U.S. leasing market through the purchase of Copelco. The
results of Banamex are included from August 6, 2001 forward.

GCIB reported net income of $3.029 billion, $4.346 billion and $4.003
billion in 2002, 2001 and 2000, respectively. The decrease in 2002 net income
reflects decreases of $1.415 billion in Other Corporate and $16 million in
CAPITAL MARKETS AND BANKING, offset by an increase of $114 million or 28% in
TRANSACTION SERVICES. The increase in 2001 net income reflects increases of $320
million or 9% in CAPITAL MARKETS AND BANKING and $81 million in Other Corporate,
offset by a decline of $58 million or 12% in TRANSACTION SERVICES.

CAPITAL MARKETS AND BANKING net income of $3.871 billion in 2002 decreased
$16 million compared to 2001 primarily reflecting a higher provision for credit
losses, decreases in Latin America primarily due to Argentina and lower business
volumes in Investment Banking and Equities, partially offset by lower
compensation and benefits, increases in Sales & Trading and Fixed Income, gains
on credit derivatives associated with the loan portfolio, 2001 restructuring
charges of $121 million (after-tax) and the benefit from the absence of goodwill
and other indefinite-lived intangible asset amortization. The increase in
CAPITAL MARKETS AND Banking 2001 net income compared to 2000 was primarily due
to strong growth in Fixed Income, Sales & Trading and gains on asset sales in
CitiCapital, partially offset by weakness in Equities, lower earnings from the
investment in Nikko Cordial, a higher provision for credit losses and
restructuring-related charges of $121 million (after-tax) in 2001.

TRANSACTION SERVICES net income of $521 million in 2002 increased $114
million or 28% from 2001 primarily due to higher volumes, the impact of expense
control initiatives, investment gains in Europe and Asia and prior-year
restructuring-related charges of $13 million (after-tax), partially offset by
trade finance write-offs in Argentina and Brazil and spread compression. The
decrease in TRANSACTION SERVICES 2001 net income compared to 2000 was primarily
due to increased investment spending on internet initiatives, declining spreads
and a restructuring related charge of $13 million (after-tax) in 2001, partially
offset by higher business volumes, including the acquisitions of Bank Handlowy
and Banamex.

The decline in Other Corporate in 2002 was primarily due to a $1.323
billion after-tax charge related to the establishment of reserves for the
settlement-in-principle with regulators and related civil litigation, as well as
regulatory inquiries and private litigation related to Enron, partially offset
by a $52 million after-tax gain resulting from the disposition of a portion of
an equity investment in CEEMEA. The improvement in 2001 was primarily due to
gains on building sales in Asia and the release of a rent reserve in 2001 that
was no longer required.

The businesses of GCIB are significantly affected by the levels of activity
in the global capital markets which, in turn, are influenced by macro-economic
and political policies and developments, among other factors, in over 100
countries in which the businesses operate. Global economic and market events can
have both positive and negative effects on the revenue performance of the
businesses and can affect credit performance. Losses on corporate

24

lending activities and the level of cash-basis loans can vary widely with
respect to timing and amount, particularly within any narrowly defined
business or loan type. Net credit losses and cash-basis loans are expected to
be comparable to 2002 levels due to weak global economic conditions,
sovereign or regulatory actions and other factors. This paragraph contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 36.

CAPITAL MARKETS AND BANKING

CAPITAL MARKETS AND BANKING delivers a full range of global financial
services and products including investment banking, institutional brokerage,
advisory services, foreign exchange, structured products, derivatives, loans,
leasing and equipment finance.

CAPITAL MARKETS AND BANKING net income was $3.871 billion in 2002 compared
to $3.887 billion in 2001 and $3.567 billion in 2000. Net income decreased $16
million during 2002 primarily due to a higher provision for credit losses,
decreases in Latin America primarily due to Argentina and lower business volumes
in Investment Banking and Equities, partially offset by lower compensation and
benefits; increases in Sales & Trading and Fixed Income; gains on credit
derivatives associated with the loan portfolio; 2001 restructuring charges of
$121 million (after-tax); and the benefit from the absence of goodwill and other
indefinite-lived intangible asset amortization. Net income in 2001 increased
$320 million or 9% primarily reflecting strong growth in Fixed Income, Sales &
Trading and gains on asset sales in CitiCapital, partially offset by weakness in
Equities, lower earnings from the investment in Nikko Cordial, a higher
provision for credit losses and restructuring-related charges of $121 million
(after-tax) in 2001.

Revenues, net of interest expense, of $16.898 billion in 2002 decreased
$594 million or 3% from 2001 primarily reflecting decreases in Latin America
that were mainly due to redenomination losses and write-downs of sovereign
securities in Argentina and declines in Investment Banking and Equities,
partially offset by growth in Sales & Trading and Fixed Income, gains on credit
derivatives associated with the loan portfolio, a gain on sale of interest in
European market exchanges and the acquisition of Banamex. In 2002, Fixed Income
and Sales & Trading benefited from a low interest rate environment. Revenues,
net of interest expense, of $17.492 billion in 2001 increased $1.300 billion or
8% from 2000 primarily due to strong growth in Fixed Income, higher Sales &
Trading, gains on asset sales in CitiCapital, the acquisition of Banamex and
benefits from capital hedging activities, partially offset by weakness in
Equities and lower earnings from the investment in Nikko Cordial.

Operating expenses were $8.350 billion in 2002 compared to $9.941 billion
in 2001 and $9.528 billion in 2000. Operating expenses decreased $1.591 billion
or 16% in 2002 compared to 2001 primarily due to lower compensation and
benefits, expense rationalization initiatives, a benefit from the absence of
goodwill and other indefinite-lived intangible asset amortization of $69 million
(pretax) and 2001 restructuring charges of $200 million (pretax), partially
offset by severance-related charges in the fourth quarter of 2002. Compensation
and benefits decreased primarily reflecting lower incentive compensation, which
is impacted by the revenue and credit performance of the business, and savings
from restructuring actions initiated in 2001. Operating expenses increased $413
million or 4% in 2001 compared to 2000 primarily due to increases in incentive
compensation and the acquisition of Banamex.

The provision for credit losses was $2.605 billion in 2002 compared to
$1.439 billion in 2001 and $920 million in 2000. The increase in 2002 primarily
reflects higher provisions for exposures in the energy and telecommunications
industries and Argentina, partially offset by higher 2001 credit losses in the
CitiCapital transportation portfolio. The increase in 2001 was primarily due to
increases in the transportation leasing portfolio, higher net credit losses in
the telecommunications, energy, retail and airline industries as well as
write-downs in Argentina.

Cash-basis loans were $4.268 billion, $3.048 billion and $1.901 billion at
December 31, 2002, 2001 and 2000, respectively. The increase in 2002 primarily
reflects increases in the energy and telecommunications industries and the
transportation leasing and equipment finance portfolios in CitiCapital, as well
as corporate borrowers in Argentina, Brazil, Thailand and Australia. The
increase in 2001 primarily reflects increases in the telecommunications, energy
and retail industries, combined with increases in CitiCapital, Mexico, Latin
America, mainly Argentina, and Asia, mainly Australia and New Zealand.
CitiCapital increased primarily due to increases in the transportation
portfolio. The increase in Mexico primarily reflects the acquisition of Banamex,
which included exposures in steel, textile, food products and other industries.

Losses on corporate lending activities and the level of cash-basis loans
can vary widely with respect to timing and amount, particularly within any
narrowly defined business or loan type. Net credit losses and cash-basis loans
are expected to be comparable to 2002 levels due to weak economic conditions in
the U.S. and Europe, the economic crisis in Argentina, sovereign or regulatory
actions and other factors. This statement is a forward-looking statement within
the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 36.

TRANSACTION SERVICES

TRANSACTION SERVICES - which provides cash management, trade finance,
custody, clearing and depository services globally - reported net income of $521
million in 2002, up $114 million or 28% from 2001 primarily due to higher
volumes, the impact of expense control initiatives, investment

25

gains in Europe and Asia and prior-year restructuring-related charges of $13
million (after-tax), partially offset by trade finance write-offs in
Argentina as well as spread compression. Net income of $407 million in 2001,
decreased $58 million or 12% from 2000 primarily due to increased investment
spending on Internet initiatives, declining spreads and a
restructuring-related charge of $13 million (after-tax), partially offset by
higher business volumes, including the acquisitions of Bank Handlowy and
Banamex.

As shown in the following table, average liability balances and assets
under custody experienced growth in 2002 and 2001. Average liability balances of
$85 billion, $77 billion and $64 billion in 2002, 2001 and 2000, respectively,
primarily reflect growth in Asia, Japan and CEEMEA. Assets under custody
increased 6% to $5.1 trillion in 2002 and 17% to $4.8 trillion in 2001 primarily
reflecting increases in Europe and North America.

(1) Reclassified to conform to the 2002 presentation.

Revenues, net of interest expense, were $3.537 billion in 2002, up $21
million or 1% primarily reflecting higher business volumes, including the
benefit of the Banamex acquisition, and investment gains in Europe and Asia,
partially offset by continued spread compression. Revenues, net of interest
expense, of $3.516 billion in 2001, increased $89 million or 3% compared to 2000
primarily reflecting higher business volumes, including the benefit of the
acquisitions of Bank Handlowy and Banamex, partially offset by lower spreads.

Operating expenses decreased $288 million or 10% in 2002 to $2.557 billion
from $2.845 billion in 2001 primarily reflecting expense control initiatives
across all regions, operational efficiency improvements resulting from
prior-year investments in Internet initiatives and a prior-year
restructuring-related charge of $17 million (pretax). Operating expenses of
$2.845 billion in 2001, increased $165 million or 6% from $2.680 billion in 2000
primarily due to Internet-related investment spending, the impact of the Banamex
acquisition and a restructuring-related charge of $17 million (pretax).

The provision for credit losses was $209 million, $21 million and $27
million in 2002, 2001 and 2000, respectively. The increase in 2002 was primarily
due to trade finance write-offs in Argentina.

Cash-basis loans, which in the TRANSACTION SERVICES business are primarily
trade finance receivables, were $572 million, $464 million and $23 million at
December 31, 2002, 2001 and 2000, respectively. The increase in 2002 was
primarily due to an increase in trade finance receivables in Argentina and
Brazil. The increase in 2001 primarily reflects increases in Mexico due to the
acquisition of Banamex.

OTHER CORPORATE

OTHER CORPORATE - which includes intra-GCIB segment eliminations, certain
one-time non-recurring items and tax amounts not allocated to GCIB products -
reported a net loss of $1.363 billion in 2002 compared to net income of $52
million in 2001 primarily reflecting a $1.323 billion after-tax charge related
to the establishment of reserves for the settlement-in-principle with regulators
and related civil litigation, as well as regulatory inquiries and private
litigation related to Enron, partially offset by a $52 million gain resulting
from the disposition of a portion of an equity investment in CEEMEA. Net income
of $52 million in 2001 increased from a net loss of $29 million in 2000
primarily due to gains on building sales in Asia and the release of a rent
reserve in 2001 that was no longer required.

GLOBAL CORPORATE AND INVESTMENT BANK OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

GCIB is significantly affected by the levels of activity in the global
capital markets which, in turn, are influenced by macro-economic and political
policies and developments, among other factors, in over 100 countries and
territories in which the businesses operate. Global economic and market events
can have both positive and negative effects on the revenue and credit
performance of the businesses.

Losses on corporate lending activities and the level of cash-basis loans
can vary widely with respect to timing and amount, particularly within any
narrowly defined business or loan type.

CAPITAL MARKETS AND BANKING -- In 2002, CAPITAL MARKETS AND BANKING
continued to be affected by the slowdown in capital markets activity combined
with higher net credit losses from weakening economic conditions. Growth in
fixed income and market share improvements mitigated weakness in global equities
and investment banking. The business initiated several expense reduction
initiatives.

In 2003, focus will remain on credit risk mitigation, expense management,
market share expansion and continued diversification. The Company will focus on
identifying problem credits early and taking appropriate remedial actions. Net
credit losses and cash-basis loans are expected to be comparable to 2002 levels
due to continued weak economic conditions. While other initiatives will focus on
expanding market share in priority countries through organic growth, revenue
performance is dependent upon the timing and strength of a recovery in U.S. and
global economic conditions. Citigroup remains diversified across a number of
geographies and industry groups. Citigroup continues to monitor the economic
situation in emerging market countries closely and, where appropriate, adjusts
exposures and strengthens risk management oversight.

TRANSACTION SERVICES -- In 2002, TRANSACTION SERVICES was adversely
impacted by a low interest rate environment, heightened price compression and
higher net credit losses.

In 2003, the business will focus on continued expense rationalization,
further development of competitive advantages and mitigation of credit losses.
While revenue performance depends on the timing and strength of a recovery in
U.S. and global economic conditions, the business will also focus on
strengthening its franchise across all regions. Additionally, the business will
continue to leverage Citigroup's global corporate relationship client base
through cross-selling initiatives.

26

PRIVATE CLIENT SERVICES

(1) Reclassified to conform to the 2002 presentation.

PRIVATE CLIENT SERVICES provides investment advice and financial planning
and brokerage services, primarily through the network of Smith Barney Financial
Consultants. In addition, Private Client Services provides independent,
client-focused research to individuals and institutions around the world.

Private Client Services net income was $722 million in 2002 compared to
$767 million in 2001 and $1.068 billion in 2000. Private Client Services net
income decreased $45 million or 6% during 2002 primarily due to lower
asset-based fee revenue, a decline in net interest revenue on securities-based
lending, and lower transaction volumes, which were partially offset by lower
production-related compensation, the impact of continued expense control
initiatives, and a prior-year restructuring-related charge of $6 million
(after-tax). Net income of $767 million in 2001 decreased $301 million or 28%
compared to 2000 primarily reflecting decreases in customer transaction volumes,
net interest revenue on security-based lending and asset-based fee revenue,
partially offset by higher revenue from the bank deposit program.

Revenues, net of interest expense, decreased $223 million or 4% in 2002 to
$5.717 billion primarily due to declines in fees from managed accounts, lower
net interest revenue on security-based lending and lower customer transaction
volumes. Revenues, net of interest expense, decreased $960 million or 14% in
2001 to $5.940 billion, primarily due to declines in equity markets resulting in
lower customer transaction volumes, decreases in revenue on security-based
lending and lower asset-based fee revenue, partially offset by higher revenue
from the SB Bank Deposit Program.

Total assets under fee-based management were $179 billion, $205 billion and
$202 billion as of December 31, 2002, 2001 and 2000, respectively. The decrease
in 2002 was primarily due to a decline in market values, while the increase in
2001 reflects higher business volumes compared to 2000. Total client assets,
including assets under fee-based management of $897 billion in 2002 decreased
$80 billion or 8% from $977 billion in 2001, which in turn were flat from 2000.
The decrease in 2002 primarily reflects market depreciation, partially offset by
net positive flows of $35 billion. Balances in Smith Barney's bank deposit
program totaled $41 billion in 2002 compared to $36 billion in 2001. Private
Client Services had 12,690 financial consultants as of December 31, 2002,
compared with 12,927 as of December 31, 2001 and 12,353 as of December 31, 2000.
Annualized revenue per financial consultant of $447,000 in 2002 declined 4% from
$466,000 in 2001, which in turn decreased 20% from $583,000 in 2000.

The following table details trends in total assets under fee-based
management, total client assets and annualized revenue per financial consultant:

(1) Includes assets managed jointly with Global Investment Management.

Operating expenses decreased $155 million or 3% in 2002 to $4.555 billion
from $4.710 billion in 2001, which, in turn, decreased $481 million or 9% from
$5.191 billion in 2000 primarily reflecting lower production-related
compensation resulting from a decline in revenue combined with the impact of
expense control initiatives. The decrease for 2002 also reflects a prior-year
restructuring-related charge of $9 million (pretax).

PRIVATE CLIENT SERVICES OUTLOOK

In 2003, focus for Private Client Services will be on expense management,
franchise growth through customer acquisition and selected recruiting of
experienced Financial Consultants, as well as continued expansion of fee-based
services. While initiatives will focus on expanding client services in priority
areas, revenue performance is dependent upon the timing and strength of a
recovery in the U.S. In particular, growth in asset-based fee revenues and
commission-generating transaction volumes are primarily influenced by
performance of the capital markets, principally the U.S. equity markets. In
Global Equity Research, major initiatives will include working closely with
institutional equities to help drive client revenue, continued expense
management as well as refining the scope and management structure of our global
research platform.

The table below shows combined net income by region for GCIB and Private
Client Services:

GCIB AND PRIVATE CLIENT SERVICES COMBINED NET INCOME -- REGIONAL VIEW

(1) Reclassified to conform to the 2002 presentation.

27

GLOBAL INVESTMENT MANAGEMENT

GLOBAL INVESTMENT MANAGEMENT--2002 NET INCOME
In billions of dollars

[EDGAR REPRESENTATION OF GRAPHIC DATA]

2000 $1.460
2001 $1.596
2002 $1.813

GLOBAL INVESTMENT MANAGEMENT--2002 NET INCOME BY PRODUCT

[EDGAR REPRESENTATION OF GRAPHIC DATA]

Asset Management 29%
Private Bank 25%
Life Insurance and Annuities 46%

GLOBAL INVESTMENT MANAGEMENT--2002 NET INCOME BY REGION

[EDGAR REPRESENTATION OF GRAPHIC DATA]

CEEMEA 1%
Asia 6%
Japan 3%
Mexico 13%
Latin America 1%
North America 76%

GLOBAL INVESTMENT MANAGEMENT

GLOBAL INVESTMENT MANAGEMENT is comprised of LIFE INSURANCE AND ANNUITIES,
PRIVATE BANK and ASSET MANAGEMENT. These businesses offer a broad range of life
insurance, annuity, asset management and personalized wealth management products
and services distributed to institutional, high-net-worth and retail clients.

Global Investment Management net income in 2002 increased to $1.813
billion, up $217 million or 14% from 2001. LIFE INSURANCE AND ANNUITIES net
income of $836 million in 2002 was flat compared to 2001 reflecting increased
International Insurance Manufacturing (IIM) earnings of $42 million, primarily
resulting from the full-year impact of the Banamex acquisition, as well as
increases in Asia and Latin America, offset by lower TLA earnings of $42 million
due to lower fixed income investment earnings and higher variable expenses,
which were partially offset by higher business volumes. PRIVATE BANK net income
of $456 million in 2002 was up $88 million or 24% from 2001 primarily reflecting
increased client revenues, the impact of lower interest rates and the benefit of
lower taxes due to the application of APB 23 indefinite investment criteria,
partially offset by increased expenses. ASSET MANAGEMENT income of $521 million
in 2002 was up $129 million or 33% from 2001 primarily reflecting the full-year
impact of the Banamex acquisition, the cumulative impact of positive flows and
lower expenses, including the absence of goodwill and indefinite-lived
intangible asset amortization in 2002. These increases were partially offset by
negative market action, the cumulative impact of outflows of U.S. Retail Money
Market funds to the SB Bank Deposit Program and declines in the Latin America
retirement services businesses due to the continuing economic crisis in
Argentina. Global Investment Management net income in 2001 increased to $1.596
billion, up $136 million or 9% from 2000. The 2001 increase in net income
primarily reflected the Banamex acquisition in both the LIFE INSURANCE AND
ANNUITIES and ASSET MANAGEMENT businesses, increased client activity across most
products within PRIVATE BANK and higher business volumes and premiums within
TLA. Income of $1.813 billion in 2002, $1.596 billion in 2001, and $1.460
billion in 2000 included restructuring charges of $8 million ($12 million
pretax), $16 million ($27 million pretax) and $11 million ($18 million
pretax) in 2002, 2001 and 2000, respectively.

The table below shows net income by region for Global Investment
Management:

GLOBAL INVESTMENT MANAGEMENT NET INCOME -- REGIONAL VIEW

Global Investment Management net income increased $217 million in 2002 from
the prior year, primarily driven by Mexico, North America, Asia and Japan,
partially offset by declines in Latin America and CEEMEA.

Mexico net income of $234 million in 2002 increased $161 million from 2001
primarily reflecting the full-year impact of the Banamex acquisition in August
2001, which primarily impacted the LIFE INSURANCE AND ANNUITIES and the ASSET
MANAGEMENT businesses. North America net income of $1.367 billion in 2002
increased $54 million from 2001 resulting from higher lending and client trading
revenues in PRIVATE BANK and lower expenses, increased income from alternative
investment products and higher retail/institutional net flows in ASSET
MANAGEMENT, partially offset by lower net income in LIFE INSURANCE AND ANNUITIES
resulting from lower fixed income investment earnings and increased variable
expenses which was partially

28

offset by increased business volumes. Asia net income of $107 million in 2002
increased $28 million from 2001 primarily relating to LIFE INSURANCE AND
ANNUITIES and PRIVATE BANK. The increase in PRIVATE BANK reflects higher client
trading and lending revenues, while the increase in LIFE INSURANCE AND ANNUITIES
is due to increased investment income and business volume growth. Japan net
income in 2002 of $57 million increased $24 million from 2001 primarily related
to increased client trading activity in PRIVATE BANK. Latin America net income
of $22 million in 2002 declined $41 million from 2001 reflecting declines in
ASSET MANAGEMENT and PRIVATE BANK resulting from the continuing economic crisis
in Argentina, partially offset by the benefit of lower benefits and claims
expense due to changes in Argentine regulations and the impact of the peso
devaluation on U.S. dollar denominated investments in LIFE INSURANCE AND
ANNUITIES. CEEMEA net income of $22 million in 2002 decreased $9 million from
2001 primarily due to weakness in PRIVATE BANK.

LIFE INSURANCE AND ANNUITIES

(1) Excludes investment gains/losses included within the Proprietary Investment
Activities segment.

LIFE INSURANCE AND ANNUITIES is comprised of TLA and IIM. TLA offers
individual annuity, group annuity, individual life insurance and Corporate Owned
Life Insurance (COLI) products primarily marketed by The Travelers Insurance
Company (TIC) and its wholly owned subsidiary The Travelers Life and Annuity
Company (TLAC) under the Travelers Life and Annuity name. Among the range of
individual products offered are fixed and variable deferred annuities, payout
annuities and term, universal and variable life insurance. These products are
primarily distributed through a CitiStreet Retirement Services (CitiStreet)
joint venture, Smith Barney Financial Consultants, Primerica, Citibank, and a
nationwide network of independent agents and the growing outside broker/dealer
channel. The COLI product is a variable universal life product distributed
through independent specialty brokers. The group products include institutional
pensions, including guaranteed investment contracts (GICs), payout annuities,
group annuities to employer-sponsored retirement and savings plans and
structured finance transactions. IIM provides credit, life, disability and other
insurance products, as well as annuities internationally, leveraging the
existing distribution channels of the CONSUMER FINANCE, RETAIL BANKING and ASSET
MANAGEMENT (retirement services) businesses. IIM primarily has operations in
Mexico, Western Europe, Latin America and Asia.

LIFE INSURANCE AND ANNUITIES net income was $836 million for both 2002 and
2001. The level earnings in 2002 from 2001 resulted from a $42 million increase
in IIM earnings to $60 million in 2002 from $18 million in 2001, offset by a $42
million or 5% decline in TLA earnings to $776 million in 2002 from $818 million
in 2001. The $42 million or 5% increase in net income in 2001 from 2000
primarily resulted from a $41 million increase in TLA from $777 million in 2000
and a $1 million increase in IIM from $17 million in 2000.

TLA net income of $776 million in 2002 declined $42 million or 5% from $818
million in 2001 primarily due to decreased retained investment margins as a
result of lower fixed income investment earnings and a declining equity market,
partially offset by continued strong volumes in the group annuity and individual
life businesses.

During 2002, TLA expenses increased primarily due to volume-related
insurance expenses, including premium taxes and renewal commissions and expenses
related to the transfer of employee benefit liabilities from the distribution of
TPC, which were largely offset by earnings on the related invested assets in
revenue. During the 2002 fourth quarter, TLA re-assessed the rate at which it
amortized its Deferred Acquisition Costs (DAC) due to the significant decline in
its individual annuity account balances and benefit reserves, largely resulting
from negative market action. Based on this re-assessment, a higher amortization
rate was implemented, resulting in an increase in amortization costs. The 2002
fourth quarter increase in DAC amortization was largely offset by a one-time
decrease in DAC amortization in the 2002 first quarter in the individual annuity
business due to changes in underlying lapse and interest rate assumptions.

Net income for TLA of $818 million in 2001 increased $41 million or 5% from
$777 million in 2000 primarily reflecting increased business volumes in group
annuities and individual life, operating expense reductions and a 3% net
investment income growth, despite declining markets. During 2001, TLA's business
volume was achieved through double-digit growth in individual life direct
periodic premiums, group annuity net written premiums and deposits and account
balances versus 2000. Total operating expenses decreased in 2001 compared to the
prior-year period due to continued expense management and the absence of
expenses related to the long-term care insurance business, which was sold during
the third quarter of 2000. The long-term care transaction also reduced the
amount of premium revenue reported in 2001.

On July 31, 2000, TIC sold 90% of its individual long-term care insurance
business to General Electric Capital Assurance Company in the form of an
indemnity reinsurance arrangement. Proceeds from the sale were $410 million
resulting in a deferred gain of approximately $150 million after-tax.

TLA investment income of $2.570 billion in 2002 was approximately flat
compared to 2001. The overall rate deterioration in 2002 was offset by higher
business volumes. Fixed maturities suffered from the lower rate environment and
credit issues. Equity investment returns were below the prior year, but were
offset by growth in real estate income. Real estate is primarily comprised of
mortgage loan investments and real estate joint ventures, which performed
extremely well with notable commercial sales. The following table shows the
major invested asset balances by type as of December 31, and the associated net
investment income and yields for the years ending December 31.

29

The amortization of capitalized DAC is a significant component of TLA
expenses. TLA's recording of DAC varies based upon product type. DAC for
deferred annuities, both fixed and variable, and payout annuities employs a
level yield methodology as per SFAS 91. DAC for universal life (UL) and COLI are
amortized in relation to estimated gross profits as per SFAS 97, with
traditional life, including term insurance and other products, amortized in
relation to anticipated premiums as per SFAS 60. The following is a roll forward
of capitalized DAC by type:

IIM net income of $60 million in 2002 increased $42 million from 2001
primarily reflecting a $26 million increase in Mexico due to the full-year
impact of the Banamex acquisition, a $13 million increase in Asia and a $10
million increase in Latin America, partially offset by lower results in Japan,
Western Europe and CEEMEA. The increase in Asia primarily represents increased
investment income and business volume growth. The increase in Latin America
primarily represents lower benefits and claims expense due to 2001 changes in
Argentine regulations, foreign exchange gains on U.S. dollar-denominated
investments, write-downs of Argentine government promissory notes (GPNs) in
2001, and the net impact of Amparos and other reserve activity. The 2001 fourth
quarter included a net charge for the write-down of Argentine debt securities
exchanged for loans (GPNs) held in the Siembra insurance companies, which were
held in support of existing contractholders' liabilities. In 2002 the Company
recorded an Amparos charge relating to Siembra's voluntary annuity business in
the amount of $21 million. The decline in Japan and CEEMEA earnings primarily
resulted from start-up operations in these regions. Net income of $18 million in
2001 increased $1 million or 6% from 2000 primarily reflecting a $13 million
increase in Mexico due to the Banamex acquisition and an $8 million increase in
Western Europe, partially offset by a $21 million decline in Latin America. The
$21 million decline in Latin America primarily reflected the 2001 fourth quarter
charge from Argentine debt securities. IIM expenses increased $66 million in
2002 versus 2001 due to the addition of full-year Banamex expenses of $43
million and increased commissions paid to various consumer businesses. The
Banamex transaction increased the 2001 expenses versus 2000 by $31 million.

TRAVELERS LIFE AND ANNUITY

The majority of the annuity business and a substantial portion of the life
business written by TLA are accounted for as investment contracts, such that the
premiums are considered deposits and not included in revenues.

The following table shows net written premiums and deposits by product
line, excluding long-term care insurance written premiums for the three years
ended December 31:

Individual annuity net written premiums and deposits decreased 12% in 2002
to $5.433 billion from $6.179 billion in 2001 and decreased 3% in 2001 from
$6.372 billion in 2000. The decreases were driven by a decline in variable
annuity sales due to current market conditions, but were partially offset by
strong fixed annuity sales increases over the prior-year periods. In 2002,
non-affiliated sales channel business grew to 29% of total individual annuity
sales as TLA continued to penetrate the broker/dealer marketplace. Individual
annuity account balances and benefit reserves were $28.4 billion at December 31,
2002 down from $30.0 billion at December 31, 2001 and $29.4 billion at year-end
2000. These decreases reflect declines in market values of variable annuity
investments of $3.7 billion in 2002 and $2.5 billion in 2001, partially offset
by good in-force retention.

Group annuity net written premiums and deposits (excluding the Company's
employee pension plan deposits) in 2002 were $6.292 billion, versus $7.068
billion in 2001 and $5.528 billion in 2000. The decline of $776 million in 2002
from 2001 reflects lower fixed GIC and large case employer pension sales. The
decline in fixed GIC net written premiums and deposits reflects lower European
Medium-Term Note sales due to market conditions. The $1.540 billion increase in
2001 from 2000 reflected fixed GIC growth through structured finance
transactions and long-term liability growth through the extension of structured
settlement broker relationships and large case employer pension sales. Group
annuity account balances and benefit reserves reached $22.3 billion at December
31, 2002, an increase of $1.3 billion or 6% from $21.0 billion at December 31,
2001, primarily reflecting continued strong retention in all products and
continued sales momentum in structured settlement products. Group annuity
account balances and benefit reserves were $21.0 billion at December 31, 2001,
an increase of $3.5 billion from $17.5 billion at December 31, 2000, primarily
reflecting strong sales momentum in all products.

Net written premiums and deposits for the life insurance business were $943
million in 2002, up 23% from $764 million in 2001 and $526 million in 2000 (up
45%). Direct periodic premiums and deposits for individual life insurance in
2002 were up 18% to $771 million from $652 million in 2001 and $511 million in
2000 (up 28%), driven by independent agent high-end estate planning and COLI
sales. Life insurance in force was $82.0 billion at

30

December 31, 2002 up from $75.0 billion at December 31, 2001 and $66.9
billion at December 31, 2000.

PRIVATE BANK

PRIVATE BANK provides personalized wealth management services for
high-net-worth clients around the world. PRIVATE BANK net income was $456
million in 2002, up $88 million or 24% from 2001, primarily reflecting increased
client revenues, the impact of lower interest rates and the benefit of lower
taxes due to the application of APB 23 indefinite investment criteria, partially
offset by increased expenses to expand front-end sales and servicing
capabilities. Net income of $368 million in 2001 was up $51 million or 16% from
2000 primarily reflecting increased client activity across most products,
partially offset by increased investment spending in technology and front-end
sales and servicing capabilities.

Client business volumes under management, which include custody accounts,
assets under fee-based management, deposits and loans, were $164 billion at the
end of the year, up 3% from $159 billion in 2001, reflecting increases in loans
of $6 billion and banking and fiduciary deposits of $4 billion, partially offset
by declines in proprietary managed assets of $2 billion and other declines of $3
billion (primarily custody). Regionally, the increase reflects continued growth
in Asia, Japan and North America, partially offset by declines in CEEMEA, Latin
America and Western Europe.

Revenues, net of interest expense, were $1.695 billion in 2002, up $153
million or 10% from 2001, primarily driven by continued client revenue increases
in client trading and lending activity and the benefit of lower interest rates,
partially offset by the absence of prior-year performance and placement fees due
to 2002 market conditions. The 2002 increase also reflects continued favorable
trends in North America (including Mexico), up $132 million or 21% from 2001,
primarily in lending and client trading activity. International revenues
increased $21 million or 2% from 2001, primarily due to growth in Japan of $44
million or 29% (client trading) and Asia of $15 million or 5% (client trading
and lending, offset by absence of 2001 performance and placement fees). These
increases were partially offset by declines in Latin America of $21 million or
10%, CEEMEA of $10 million or 8% and Western Europe of $7 million or 5%.
Revenues in 2001 were $1.542 billion, up $125 million or 9% from 2000, primarily
driven by the impact of lower interest rates and higher investment product
revenues. The 2001 increase also reflects strong international growth in Japan
and Asia, up 22% and 20%, respectively, and continued growth in the North
American region, up 12% from 2000.

Operating expenses of $1.007 billion in 2002 were up $61 million or 6% from
2001 primarily reflecting higher levels of employee-related expenses, including
increased front-end sales and servicing capabilities, and investment spending in
technology. The increase in employee-related expenses includes $13 million of
severance costs, primarily related to North America, Western Europe and CEEMEA.
Operating expenses were $946 million in 2001, up $54 million or 6% from 2000
primarily reflecting continued investment spending in technology and front-end
sales and servicing capabilities. Operating expenses include restructuring
charges of $1 million ($1 million after-tax), $7 million ($4 million after-tax)
and $8 million ($5 million after-tax) in 2002, 2001 and 2000, respectively.

The provision for credit losses was $18 million in 2002, down $5 million or
22% from 2001, primarily reflecting lower write-offs in North America and Japan
and a lower provision in Asia, partially offset by higher write-offs in Western
Europe in 2002. Net credit losses in 2002 remained at a nominal level of 0.05%
of average loans outstanding, compared with 0.06% in 2001 and 0.09% in 2000.
Loans 90 days or more past due at year-end 2002 were $174 million or 0.56% of
total loans outstanding, compared with $135 million or 0.54% at the end of 2001.

Average assets of $29 billion in 2002 increased $3 billion or 12% from $26
billion in 2001, which, in turn, increased $1 billion or 4% from $25 billion in
2000. The increase in 2002 was primarily related to increased lending activity
(higher real estate-secured and tailored loans).

ASSET MANAGEMENT

(1) Includes $29 billion, $31 billion and $30 billion in 2002, 2001 and 2000,
respectively, for PRIVATE BANK clients.

ASSET MANAGEMENT includes the businesses of Citigroup Asset Management
(CAM), Citigroup Alternative Investments (CAI), Banamex asset management and
retirement services businesses and Citigroup's other retirement services
businesses in North America and Latin America. These businesses offer
institutional, high-net-worth and retail clients a broad range of investment
alternatives from investment centers located around the world. Products and
services offered include mutual funds, closed-end funds, separately managed
accounts, unit investment trusts, alternative investments (including hedge
funds, private equity and credit structures), variable annuities through
affiliated and third-party insurance companies and pension administration
services.

Net income of $521 million in 2002 was up $129 million or 33% compared to
2001 primarily reflecting the full-year impact of the Banamex acquisition of
$121 million, the cumulative impact of positive flows and lower expenses,
partially offset by negative market action, the cumulative impact of outflows of
U.S. Retail Money Market Funds to the Smith Barney (SB) Bank Deposit Program and
declines in the Latin America retirement services businesses due

31

to the continuing economic crisis in Argentina. Net income of $392 million in
2001 was up $43 million or 12% compared to 2000 primarily reflecting the
Banamex acquisition, an increase in CAI and the cumulative impact of positive
flows, partially offset by negative market action and the cumulative impact
of outflows of U.S. Retail Money Market Funds to the SB Bank Deposit Program.

The following table is a roll forward of assets under management by
business as of December 31:

ASSETS UNDER MANAGEMENT

Assets under management rose to $479 billion as of December 31, 2002, up
$39 billion or 9% from $440 billion in 2001, primarily reflecting an increase in
CAI of $51 billion and strong net flows (excluding U.S. Money Market funds) of
$35 billion, partially offset by negative market action of $33 billion, net
outflows of U.S. Retail Money Market funds of $13 billion, including the
transfer of assets to the SB Bank Deposit Program and a $1 billion decline in
Retirement Services assets. Retail and Private Bank client assets were $205
billion as of December 31, 2002, down $32 billion or 14% from $237 billion in
2001. Institutional client assets of $164 billion as of December 31, 2002 were
up $21 billion or 15% compared to a year ago. CAI assets were $99 billion as of
December 31, 2002, up $51 billion from $48 billion in 2001, primarily reflecting
TPC assets of $35 billion which CAI manages on a third-party basis following the
August 20, 2002 distribution, an increase due to the Real Estate and Managed
Futures businesses (transferred from GCIB in the 2002 third quarter), and
business growth. Retirement Services assets were $11 billion as of December 31,
2002, down $1 billion or 8% from $12 billion in 2001, primarily due to a decline
in the Latin America retirement services businesses due to the continuing
economic crisis in Argentina, partially offset by growth in Banamex retirement
services.

Sales of proprietary mutual funds and managed account products at Smith
Barney fell 26% to $20.7 billion in 2002 from the prior year, primarily driven
by weakness in equity markets and declines in managed account products, and
represented 46% of SB's retail channel sales for the year. Sales of mutual and
money funds through Global Consumer's banking network (excluding Mexico) were $8
billion for the year, representing 45% of total sales, including $5 billion in
International and $3 billion in the U.S. Of the $3 billion, Primerica sold $2.1
billion of proprietary U.S. mutual and money funds in 2002, a 6% increase
compared to 2001, representing 73% of Primerica's total fund sales.
Institutional long-term product sales of $28.4 billion increased 3% over the
prior year primarily due to Japanese sub-advisory flows, and include $16 billion
of sales to GCIB clients.

Revenues, net of interest expense, decreased $17 million or 1% to $2.068
billion in 2002. This was compared to $2.085 billion in 2001, which was up $190
million or 10% from 2000. The decrease in 2002 was primarily due to decreases in
the Latin America retirement services businesses due to the continuing economic
crisis in Argentina, the impact of negative market action and the cumulative
impact of transfers to the SB Bank Deposit Program in CAM, partially offset by
the impact of the Banamex acquisition, increases in CAI and the cumulative
impact of positive flows in CAM. The CAI growth primarily resulted from the
transfer of the managed futures business, the impact of the TPC contract and
growth in various products. The increase in 2001 from 2000 was primarily due to
the impact of the Banamex acquisition of $108 million and other acquisitions, as
well as the cumulative impact of positive flows, partially offset by negative
market action and the cumulative impact of transfers to the SB Bank Deposit
Program.

Operating expenses of $1.289 billion in 2002 decreased $141 million or 10%
from 2001. The decrease in 2002 primarily resulted from a decline in the Latin
America retirement services businesses due to economic conditions, the absence
of goodwill and indefinite-lived intangible asset amortization in 2002 and
reduced personnel, occupancy, and advertising and marketing expenses, partially
offset by increases in CAI from the TPC contract and growth/transfers, and the
impact of the Banamex acquisition of $5 million. Operating expenses of $1.430
billion in 2001 increased $124 million or 9% from 2000 primarily resulting from
the impact of the Banamex acquisition of $45 million and other retirement
services acquisitions, and increases in other variable expenses related to
revenue growth. Operating expenses include restructuring charges of $11 million
($7 million after-tax), $20 million ($12 million after-tax) and $10 million ($6
million after-tax) in 2002, 2001 and 2000, respectively.

Minority interest, after-tax, of $1 million in 2002 decreased $17 million
or 94% from 2001 primarily due to the impact of acquiring the remaining interest
in Banamex Afore, a retirement services business, in January 2002. Minority
interest, after-tax, of $18 million in 2001 increased $14 million from 2000
primarily due to the impact of the Banamex Afore acquisition.

GLOBAL INVESTMENT MANAGEMENT OUTLOOK

Certain of the statements below are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

TRAVELERS LIFE AND ANNUITY (TLA) -- should benefit from growth in the aging
population which is becoming more focused on the need to accumulate adequate
savings for retirement, to protect these savings and to plan for the transfer of
wealth to the next generation. TLA is well positioned to take advantage of the
favorable long-term demographic trends through its strong financial position,
widespread brand-name recognition and broad array of competitive life, annuity,
retirement and estate planning products sold through established distribution
channels.

However, competition in both product pricing and customer service is
intensifying. While there has been some consolidation within the industry, other
financial services organizations are increasingly involved in the sale

32

and/or distribution of insurance products. Also, the annuities business is
interest rate and market sensitive. TLA's business is significantly affected
by movements in the U.S. equity and fixed income credit markets. U.S. equity
and credit market events can have both positive and negative effects on the
deposit, revenue and policy retention performance of the business. A
sustained weakness in the equity markets will decrease revenues and earnings
in variable annuity products. Declines in credit quality of issuers will have
a negative effect on earnings.

In order to strengthen its competitive position, TLA expects to maintain a
current product portfolio, further diversify its distribution channels, and
retain its financial position through strong sales growth and maintenance of an
efficient cost structure.

The recent U.S. Federal Budget Proposal (the Budget Proposal) contains a
number of provisions that could impact TLA, including provisions to eliminate
the double taxation of corporate dividends and to create new types of savings
accounts with tax-free earnings. The Budget Proposal is in its early stages of
consideration.

It is not possible to predict whether the Budget Proposal will be enacted,
what form such legislation might take when enacted, or the potential effects of
such legislation on TLA and its competitors. TLA does not expect the Budget
Proposal to have a material impact on its financial condition or liquidity.

INTERNATIONAL INSURANCE MANUFACTURING (IIM) -- leverages the distribution
strength of Citigroup globally by manufacturing insurance linked to credit
products as well as stand-alone indemnity and investment-related products. In
the less-developed markets where populations are generally under insured,
increasing disposable income, pension reform, greater awareness of the benefits
of insurance among the general population and promotion of the insurance
industry by local governments is expected to continue assisting IIM's growth. In
mature but restructuring economies, such as Japan, IIM is capturing a share of
the insurance market on products associated with the movement of savings from
traditional products to new alternatives, including variable annuities. The
growth of IIM is affected by the expansion of Citigroup's consumer business,
including the volume of new loans and credit cards. It is also highly dependent
on local regulations governing the cross-selling of insurance products to
Citigroup customers and the evolution of consumer buying patterns. In Argentina,
the potential impact from the economic crisis on the valuation of IIM's assets
relative to liabilities will continue to be a key concern, including the impact
of Argentine government actions on insurance contract liabilities in that
country. For further information regarding the situation in Argentina, see the
discussions on the "Impact from Argentina's Economic Changes" and "Argentina" on
pages 8 and 13, respectively.

PRIVATE BANK -- Leveraging the global reach of Citigroup and its full range
of products and services has allowed the PRIVATE BANK to significantly grow
earnings in 2002 while most competitors' earnings have declined. The continued
execution of this strategy presents the PRIVATE BANK with the opportunity to
increase its presence in the highly fragmented private banking market and
continue the strong earnings growth experienced in the past few years.

While certain macro-economic and geopolitical factors are expected to
affect the business on a global scale in the year ahead, different opportunities
exist in our businesses around the world. In the U.S., the build-out of the
investments business and focus on under- penetrated markets will allow for
continued growth. Asia will continue to leverage Citigroup platforms and build
on-shore capabilities while Japan will focus on expanding its client set and
building a discretionary asset management business. Latin America will focus on
leveraging its competitive position and strong brand-name. Western Europe and
CEEMEA will focus on penetrating key markets.

ASSET MANAGEMENT -- The ASSET MANAGEMENT business generated
industry-leading income growth during 2002 despite the impact of weak global
markets. The inclusion of full-year Banamex results, continued strength in net
flows and expense reductions contributed to the income growth. The weakness in
global markets was evident in U.S. equities and the economic instability and
currency devaluation in Argentina.

The global economic outlook and equity market levels will continue to
affect the level of assets under management and revenues in the asset management
businesses in the near-term, but underlying demand for asset management services
remains strong. Overall, demographic trends remain favorable: aging populations
and insufficient retirement savings will continue to drive growth in the
industry across the retail/high-net-worth, institutional and retirement services
markets. Competition will continue to increase as open architecture distribution
expands and major global financial services firms focus on opportunities in
asset management.

For 2003, the business will focus on leveraging the full breadth of its
global investment capabilities, continuing to capture the economic value of
Citigroup's global distribution network, expansion of third-party distribution
in key geographies and emphasis on penetration of the institutional pension
segment.

PROPRIETARY INVESTMENT ACTIVITIES

PROPRIETARY INVESTMENT ACTIVITIES is comprised of Citigroup's private
equity investments, including venture capital activities (Private Equity),
realized investment gains (losses) from sales on certain Insurance-Related
Investments and the results from certain other proprietary investments,
including investments in countries that refinanced debt under the 1989 Brady
Plan or plans of a similar nature (Other Investment Activities).

Revenues, net of interest expense, in 2002 of ($471) million decreased
$1.055 billion from 2001 primarily reflecting lower Private Equity results and
higher impairment write-downs in Insurance-Related Investments, partially offset
by increased gains in Other Investment Activities, including a $527 million gain
on the sale of 399 Park Avenue. Revenues, net of interest expense, in 2001 of
$584 million decreased $1.679 billion from 2000 primarily reflecting lower
Private Equity results, higher impairment write-downs in Insurance-Related
Investments and the absence of 2000 gains on the sale of certain Latin America
bonds and technology investments in Other

33

Investment Activities, partially offset by increased net realized gains in
Insurance-Related Investments.

Operating expenses of $140 million in 2002 increased $22 million from 2001
primarily reflecting increased Private Equity and Other Investment Activities
costs, partially related to majority-owned investment funds established in late
2001 and 2002.

The increase in the provision for credit losses of $31 million from 2001
primarily relates to write-offs of loans in Private Equity.

Minority interest, after-tax, of $23 million in 2002 increased $28 million
from 2001 primarily due to the net impact of majority-owned investment funds
established in late 2001 and 2002.

See Note 6 to the Consolidated Financial Statements for additional
information on investments in fixed maturity and equity securities.

The following sections contain information concerning revenues, net of
interest expense, for the three main investment classifications of Proprietary
Investment Activities:

PRIVATE EQUITY provides equity and mezzanine debt financing on both a
direct and indirect basis to companies primarily located in the United States
and Western Europe, investments in companies located in developing economies
with a private equity focus, the investment portfolio related to the Banamex
acquisition in August 2001 and CVC/Opportunity Equity Partners, LP
(Opportunity). Opportunity is a third-party managed fund through which
Citigroup co-invests in companies that were privatized by the government of
Brazil in the mid-1990s.

Certain private equity investments held in investment company subsidiaries
are carried at fair value with unrealized gains and losses recorded in income.
Direct investments in companies located in developing economies are principally
carried at cost with impairment write-downs recognized in income for "other than
temporary" declines in value. The public equity investment portfolio related to
Banamex is classified as available-for-sale and carried at fair value, while
Opportunity is accounted for under the equity method.

As of December 31, 2002, Private Equity included assets of $5.971 billion,
of which $2.626 billion was in the United States, $974 million in Western
Europe, $1.660 billion in Latin America, $279 million in Asia and $432 million
in CEEMEA. As of December 31, 2001, Private Equity included assets of $7.835
billion, of which $3.754 billion was in the United States, $830 million in
Western Europe, $2.710 billion in Latin America, $259 million in Asia and $282
million in CEEMEA. The portfolio is primarily invested in industrial, consumer
goods, communication and technology companies.

Revenues for Private Equity, net of interest expense, are composed of the
following:

(1) Reclassified to conform to the 2002 presentation.
(2) Includes the changes in unrealized gains (losses) related to mark-to-market
reversals for investments sold during the year.
(3) Includes private valuation adjustments.
(4) Includes Opportunity, net investment income and management fees.

Revenues, net of interest expense, of ($599) million in 2002 declined
$1.089 billion from 2001 primarily relating to lower net realized gains (losses)
on sales of investments of $723 million, greater public mark-to-market losses of
$181 million and lower other revenues of $262 million, including $135 million
related to net interest income, partially offset by lower net impairment
write-downs. These declines included $738 million relating to Latin America,
resulting from lower revenues on the Opportunity investment of $388 million
(other revenues), higher impairment write-downs of $340 million, including $271
million on certain investments in Argentina, and lower net realized gains.
Revenues, net of interest expense, of $490 million in 2001 declined $1.348
billion from 2000 primarily from lower public mark-to-market revenues of $938
million, higher impairment write-downs of $620 million and the absence of a $156
million gain in 2000 on certain investments in Argentina, partially offset by
increased revenues on the Opportunity investment of $384 million. The lower
public mark-to-market revenues and higher impairment write-downs primarily
resulted from weakened market conditions in the portfolio's technology sector.

INSURANCE-RELATED INVESTMENTS include realized gains (losses) upon the
sale of investments and impairment write-downs resulting from an "other than
temporary" decline in value associated with certain Citigroup insurance
operations, primarily the TLA and Primerica businesses. The underlying
invested assets and net investment income are recorded in the respective
Citigroup segments containing these businesses (LIFE INSURANCE AND ANNUITIES,
RETAIL BANKING and CONSUMER FINANCE). The assets primarily consist of fixed
maturity investments including bonds and notes, as well as redeemable
preferred stock and, to a lesser extent, equity securities. These investments
are primarily classified as "available-for-sale."

As of December 31, 2002 and 2001, total Insurance-Related Investments
included investments of $46 billion and $41 billion, respectively. The largest
portfolio, the fixed income portfolio, held investments with a carrying value of
$40 billion and $35 billion as of December 31, 2002 and December 31, 2001,
respectively.

The following is a breakdown of revenues, net of interest expense:

(1) Reclassified to conform to the 2002 presentation.

Revenues, net of interest expense, for 2002 were ($330) million, a
decrease of $473 million from 2001 resulting from higher impairment
write-downs of $430 million and lower realized gains (losses) on sales of
securities of $43 million. The increase in impairment write-downs included
$211 million related to WorldCom debt instruments, with the remaining
increase primarily concentrated in the energy and telecommunications
industries. The decrease in realized gains (losses) primarily resulted from
lower gains on sales of fixed income securities. Revenues, net of interest
expense, for 2001 were $143 million, an increase of $253 million from 2000
resulting from higher realized gains (losses) of $485 million, offset by
higher impairment write-downs

34

of $232 million. The increase in realized gains (losses) primarily resulted
from higher gains on sales of fixed income securities. The increase in
impairment write-downs included $44 million related to Enron, with the
remaining increase primarily concentrated in the telecommunications and
technology industries.

Total revenues relating to the fixed income portfolio were ($318) million,
$246 million and ($214) million for 2002, 2001 and 2000, respectively.

OTHER INVESTMENT ACTIVITIES include various proprietary investments,
including Citigroup's approximate 9.9% remaining ownership interest in TPC's
outstanding equity securities, certain hedge fund investments and the LDC
Debt/Refinancing portfolios. The LDC Debt/Refinancing portfolios include
investments in certain countries that refinanced debt under the 1989 Brady Plan
or plans of a similar nature and earnings are generally derived from interest
and restructuring gains (losses).

Other Investment Activities investments are primarily carried at fair
value, with impairment write-downs recognized in income for "other than
temporary" declines in value. The TPC common stock position is classified as
available-for-sale. As of December 31, 2002, total assets of Other Investment
Activities were $3.275 billion, including $1.464 billion in TPC shares, $579
million in the LDC Debt/ Refinancing portfolios, $951 million in hedge funds,
the majority of which represents money managed for TPC, and $281 million in
other assets. As of December 31, 2001, total assets of Other Investment
Activities were $1.492 billion, including $815 million in the LDC
Debt/Refinancing portfolios, $225 million in hedge funds and $452 million in
other assets.

The major components of Other Investment Activities revenues, net of
interest expense are as follows:

(1) Reclassified to conform to the 2002 presentation.

Revenues, net of interest expense, in 2002 of $458 million, increased $507
million from 2001 primarily resulting from a $527 million gain on the 2002 third
quarter sale of 399 Park Avenue, relating to the portion of the building that
the Company did not occupy. The decline in LDC Debt/Refinancing portfolio
revenues primarily results from lower interest earnings, as the portfolios are
in run-off. Revenues, net of interest expense, in 2001 of ($49) million
decreased $584 million from 2000 primarily resulting from a 2000 gain on the
exchange of certain Latin America bonds in the LDC Debt/Refinancing portfolio,
higher impairment write-downs in 2001 in certain technology investments and the
absence of net realized gains in 2000 related to certain technology investments.

Proprietary Investment Activities results may fluctuate in the future as a
result of market and asset-specific factors. This statement is a forward-looking
statement within the meaning of the Private Securities Litigation Reform Act.
See "Forward-Looking Statements" on page 36.

CORPORATE/OTHER

CORPORATE/OTHER includes net corporate treasury results, corporate
expenses, certain intersegment eliminations, the results of discontinued
operations, the Internet-related development activities, cumulative effect
of accounting changes and taxes not allocated to the individual businesses. In
2000, Corporate/Other also includes certain activities related to the Associates
Housing Finance (AHF) unit, which originated and serviced loans for manufactured
homes. In January 2000, Associates announced its intention to discontinue the
loan origination operations of its AHF unit.

Revenues, net of interest expense, of $600 million in 2002 increased $934
million from 2001, primarily due to lower net treasury costs and the impact of
higher intersegment eliminations. The lower net treasury costs primarily related
to favorable interest rate positioning and lower funding costs, including the
impact of lower interest rates and earnings on fixed income investments,
partially offset by the impact of increased borrowing levels. Revenues, net of
interest expense, of ($334) million in 2001 increased $248 million from 2000
primarily due to lower net treasury costs largely related to reduced rates and
the impact of higher intersegment eliminations, partially offset by increased
funding costs related to the Associates and Banamex acquisitions.

Operating expenses of $826 million in 2002 increased $64 million primarily
due to higher intersegment eliminations and employee-related costs, partially
offset by a decrease in certain net unallocated corporate costs and the absence
of a $57 million 2001 fourth quarter pretax expense for the contribution of
appreciated venture capital securities to Citigroup's Foundation. This
contribution had minimal impact on Citigroup's earnings after related tax
benefits and investment gains. Operating expenses of $762 million in 2001
decreased $239 million from 2000 primarily reflecting restructuring-related
items and merger-related charges of $346 million, including exit costs, incurred
in 2000 as a result of Citigroup's acquisition of Associates and a $108 million
pretax expense in 2000 for the contribution of appreciated venture capital
securities to Citigroup's Foundation. Partially offsetting these decreases were
higher intersegment eliminations and the $57 million 2001 fourth quarter pretax
expense for the contribution of appreciated venture capital securities to
Citigroup's Foundation.

The provisions for benefits, claims and credit losses in 2002 and 2001 are
primarily the result of intersegment eliminations. Income tax benefits of $114

35

million in 2002 includes the tax benefit resulting from the loss incurred on the
sale of the Associates property and casualty operations to TPC, which was
spun-off in the 2002 third quarter.

Revenues, net of interest expense, operating expenses, the provisions for
benefits, claims and credit losses and net income were negatively impacted in
2000 by $47 million, $25 million, $40 million and $71 million, respectively,
relating to a Housing Finance unit charge, which included costs related to the
discontinuation of AHF loan origination operations.

Discontinued operations (see Note 4 to the Consolidated Financial
Statements) includes the operations of TPC through August 20, 2002. Income from
discontinued operations in 2002 also includes gains on the sale of stock by a
subsidiary of $1.270 billion ($1.158 billion after-tax), primarily consisting of
an after-tax gain of $1.061 billion as a result of the TPC IPO of 231 million
shares of its class A common stock. Income from discontinued operations in 2001
reflects catastrophe losses from the property and casualty business associated
with the events of September 11th.

The 2002 cumulative effect of accounting changes of $47 million reflects
the 2002 impact of adopting SFAS 142 relating to goodwill and indefinite-lived
intangible assets. The 2001 cumulative effect of accounting changes of $158
million includes a charge of $42 million related to the adoption of SFAS 133 and
a charge of $116 million reflecting the impact of adopting EITF 99-20. See Note
1 to the Consolidated Financial Statements for further details of the cumulative
effect of accounting changes.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. The Company's actual results may differ materially from
those included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe," "expect,"
"anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar
expressions or future or conditional verbs such as "will," "should," "would,"
and "could." These forward-looking statements involve risks and uncertainties
including, but not limited to: weak U.S. and global economic conditions;
sovereign or regulatory actions; the ability to gain market share in both new
and established markets internationally; levels of activity in the global
capital markets; macro-economic factors and political policies and developments
in the countries in which the Company's businesses operate; the level of
interest rates, bankruptcy filings and unemployment rates, as well as political
policies and developments around the world; the continued economic crisis in
Argentina; changes in assumptions underlying the valuations of financial
instruments; uncertainty in Brazil; stress in the telecommunications and energy
markets; changes in management's estimates underlying the allowance for credit
losses; possible changes to various stock-based compensation plan provisions for
future awards; the effect of adopting SFAS 146 and applying FIN 45 and FIN 46;
the effect of the amortization of unrecognized net actuarial losses on net
pension expense; economic conditions and credit performance of the portfolios in
Japan; the ability of CARDS to increase receivables and improve net credit
losses; CitiFinancial's ability to successfully integrate the GSB auto
operations and to grow its receivables; the ability of RETAIL BANKING to
continue improvements in core business performance; the ability of CitiMortgage
to make market share gains in originations and to reduce costs from operational
efficiencies; Primerica's ability to further develop its international presence
and its cross-selling relationships; the ability of RETAIL BANKING in Mexico to
restrain expense growth and to develop deposit growth; the ability of GCIB's
TRANSACTION SERVICES businesses to continue expense rationalization, to further
develop competitive advantages, to mitigate credit losses and to continue to
leverage the Company's global corporate relationship client base through
cross-selling initiatives; the ability of TLA to take advantage of long-term
demographic trends, to effect strong sales growth and to maintain an efficient
cost structure; the effect of local regulations governing the cross-selling of
insurance products to Citigroup customers; in the PRIVATE BANK'S U.S. business,
the ability to build out the investments business and to focus on
under-penetrated markets; portfolio growth and seasonal factors; the effect of
banking and financial services reforms; possible amendments to, and
interpretations of, risk-based capital guidelines and reporting instructions;
the ability of states to adopt more extensive consumer privacy protections
through legislation or regulation; and the resolution of legal proceedings and
related matters.

36

MANAGING GLOBAL RISK

The Citigroup Risk Management framework recognizes the wide range and diversity
of global business activities by balancing strong corporate oversight with
defined independent risk management functions at the business level.

The risk management framework is grounded on the following seven
principles, which apply universally across all businesses and all risk types:

- - INTEGRATION OF BUSINESS AND RISK MANAGEMENT - Risk management is integrated
within the business plan and strategy.
- - RISK OWNERSHIP - All risks and resulting returns are owned and managed by
an accountable business unit.
- - INDEPENDENT OVERSIGHT - Risk limits are approved by both business
management and independent risk management.
- - POLICIES - All risk management policies are clearly and formally
documented.
- - RISK IDENTIFICATION AND MEASUREMENT - All risks are measured using defined
methodologies, including stress testing.
- - LIMITS AND METRICS - All risks are managed within a limit framework.
- - RISK REPORTING - All risks are comprehensively reported across the
organization.

The Citigroup Chief Risk Officer, with the assistance of risk management
functions at the Citigroup-level, is responsible for establishing standards for
the measurement, approval, reporting and limiting of risk, for appointing
independent risk managers at the business-level, for approving business-level
risk management policies, for approving business risk-taking authority through
the allocation of limits and capital, and for reviewing, on an ongoing basis,
major risk exposures and concentrations across the organization. Risks are
regularly reviewed with the independent business-level risk managers, the
Citigroup Risk Management Committee, and as appropriate, with the Citigroup
Board of Directors.

The independent risk managers at the business-level are responsible for
establishing and implementing risk management policies and practices within
their business, while ensuring consistency with Citigroup standards. The
business risk managers have dual accountability - to the Citigroup Chief Risk
Officer and to the head of their business unit.

During 2002, the Citigroup Risk Management Committee was formed. It is
chaired by the Citigroup Chief Risk Officer, and its members include senior
business and risk managers across the organization. Its objectives include the
review of the major risk exposures of Citigroup, particularly those that cut
across business lines; the review of current and emerging risk issues; and the
ongoing review of the risk management infrastructure, including policies, people
and systems. The scope of risks covered includes, but is not limited to:

- - Corporate Credit Risk, including obligor exposures vis-a-vis limits, risk
ratings, industry concentrations, and country cross-border risks;
- - Consumer Credit Risk, including product concentrations, regional
concentrations, and trends in portfolio performance;
- - Counterparty pre-settlement risk in trading activities;
- - Distribution and underwriting risks;
- - Price Risk, including the earnings or economic impact of changes in the
level and volatilities of interest rates, foreign exchange rates
and commodity, debt and equity prices on trading portfolios and on
investment portfolios;
- - Liquidity Risk, including funding concentrations and diversification
strategy;
- - Risks resulting from the underwriting, sale and reinsurance of life
insurance policies; and
- - Other risks, including legal, technology, operational and franchise, as
well as specific matters identified and reviewed in the Audit and Risk
Review process.

The following sections summarize the processes for managing credit, market,
operational and country risks within Citigroup's major businesses.

CREDIT RISK MANAGEMENT PROCESS

Credit risk is the potential for financial loss resulting from the failure of a
borrower or counterparty to honor its financial or contractual obligation.
Credit risk arises in many of the Company's business activities including
lending activities, sales and trading activities, derivatives activities, and
securities transactions settlement activities, and when the Company acts as an
intermediary on behalf of its clients and other third parties. The credit risk
management process at Citigroup relies on corporate-wide standards to ensure
consistency and integrity, with business-specific policies and practices to
ensure applicability and ownership.

37

LOANS OUTSTANDING

(1) Reclassified to conform to the 2002 presentation.

OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS

(1) Represents repossessed real estate, carried at lower of cost or fair value,
less costs to sell.
(2) Primarily commercial transportation equipment and manufactured housing,
carried at lower of cost or fair value, less costs to sell.

38

DETAILS OF CREDIT LOSS EXPERIENCE

(1) Consumer credit losses and recoveries primarily relate to revolving credit
and installment loans.
(2) Includes amounts recorded under credit default swaps purchased from third
parties.
(3) 2002 primarily includes the addition of $452 million of credit loss
reserves related to the acquisition of GSB. 2001 primarily includes the
addition of allowance for credit losses related to the acquisitions of
Banamex and EAB. 2000 and 1999 include the addition of allowance for credit
losses related to other acquisitions. 1998 reflects the addition of $320
million of credit loss reserves related to the acquisition of the Universal
Card portfolio. All periods also include the impact of foreign currency
translation.
(4) Primarily represents additional reserves recorded as other liabilities on
the balance sheet.

39

CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS

(1) Reclassified to conform to the 2002 presentation.
(2) A cash-basis loan is defined as collateral dependent when repayment is
expected to be provided solely by the liquidation of the underlying
collateral and there are no other available and reliable sources of
repayment, in which case the loans are written down to the lower of cost or
collateral value.
(3) The December 31, 2002 balance includes GSB data. The December 31, 2001
balance includes Banamex loan data.
(4) Substantially all consumer loans of which $1,764 million, $920 million,
$503 million, $379 million, and $267 million are government-guaranteed
student loans and Federal Housing Authority mortgages at December 31,
2002, 2001, 2000, 1999, and 1998, respectively.

FOREGONE INTEREST REVENUE ON LOANS (1)

(1) Relates to commercial cash-basis and renegotiated loans and consumer loans
on which accrual of interest had been suspended.
(2) Interest revenue in offices outside the U.S. may reflect prevailing local
interest rates, including the effects of inflation and monetary correction
in certain countries.

CONSUMER CREDIT RISK

Within Global Consumer, business-specific credit risk policies and
procedures are derived from the following risk management framework:

- - Each business must develop a plan, including risk/return tradeoffs, as well
as risk acceptance criteria and policies appropriate to their activities;
- - Senior Business Managers are responsible for managing risk/return tradeoffs
in their business;
- - Senior Business Managers, in conjunction with Senior Credit Officers,
implement business-specific risk management policies and practices;
- - Approval policies for a product or business are tailored to internal audit
ratings, profitability and credit risk management performance;
- - Independent credit risk management is responsible for establishing the
Global Consumer Policy, approving business-specific policies and
procedures, monitoring business risk management performance, providing
ongoing assessment of portfolio credit risks, and approving new products
and new risks.

CONSUMER PORTFOLIO REVIEW

Citigroup's consumer loan portfolio is well diversified by both customer
and product. Consumer loans comprise 69% of the total loan portfolio. These
loans represent thousands of borrowers with relatively small individual
balances. The loans are diversified with respect to the location of the
borrower, with 71% originated in the U.S. and 29% originated from offices
outside the U.S. Mortgage and real estate loans constitute 47% of the total
consumer loan portfolio and installment; revolving credit and other consumer
loans constitute 53% of the portfolio.

In the consumer portfolio, credit loss experience is expressed in terms of
annualized net credit losses as a percentage of average loans. Pricing and
credit policies reflect the loss experience of each particular product and
country. Consumer loans are generally written-off no later than a predetermined
number of days past due on a contractual basis, or earlier in the event of
bankruptcy. The number of days is set at an appropriate level according to loan
product and country. The following table summarizes delinquency and net credit
loss experience in both the managed and on-balance sheet loan portfolios in
terms of loans 90 days or more past due, net credit losses, and as a percentage
of related loans.

40

CONSUMER LOAN DELINQUENCY AMOUNTS, NET CREDIT LOSSES, AND RATIOS

(1) The ratios of 90 days or more past due and net credit losses are calculated
based on end-of-period and average loans, respectively, both net of
unearned income.
(2) Reclassified to conform to the 2002 presentation.
(3) PRIVATE BANK results are reported as part of the Global Investment
Management segment.
(4) This table presents credit information on a managed basis and shows the
impact of securitizations to get to a held basis. Only North America Cards
and North America Retail Banking from a product view, and North America
from a regional view, are impacted. Although a managed basis presentation
is not in conformity with GAAP, it provides a representation of performance
and key indicators of the credit card business that is consistent with the
view the Company uses to manage the business.
(5) Total loans and total average loans exclude certain interest and fees on
credit cards of approximately $1.0 billion and $0.4 billion, respectively,
which are included in Consumer Loans on the Consolidated Statement of
Financial Position.

41

CONSUMER LOAN BALANCES, NET OF UNEARNED INCOME

(1) Reclassified to conform to the 2002 presentation.
(2) 2002 end-of-period and average loans exclude certain interest and fees on
credit cards of approximately $1.0 billion and $0.4 billion, respectively.

Total delinquencies 90 days or more past due in the managed portfolio were
$8.841 billion or 2.25% of loans at December 31, 2002, compared to $8.210
billion or 2.50% at December 31, 2001 and $5.300 billion or 1.75% at December
31, 2000. Total managed net credit losses in 2002 were $10.920 billion and the
related loss ratio was 3.20%, compared to $8.960 billion and 2.88% in 2001 and
$6.833 billion and 2.48% in 2000. For a discussion of trends by business, see
business discussions on pages 18 - 23 and page 31.

Citigroup's allowance for credit losses of $11.501 billion is available to
absorb probable credit losses inherent in the entire portfolio. For analytical
purposes only, the portion of Citigroup's allowance for credit losses attributed
to the consumer portfolio was $6.410 billion at December 31, 2002, $5.507
billion at December 31, 2001 and $4.946 billion at December 31, 2000. The
increase in the allowance for credit losses from 2000 was primarily due to a
$640 million and $452 million addition associated with the acquisitions of
Banamex and GSB, respectively, and a $206 million increase in Citi Cards
established in accordance with recent FFIEC guidance related to past due
interest and late fees. The level of the consumer allowance was also impacted by
deteriorating credit in Argentina and the CONSUMER FINANCE portfolio in Japan.
The allowance as a percentage of loans on the balance sheet was 2.06% at
December 31, 2002, compared to 2.22% at December 31, 2001 and 2.16% at December
31, 2000. The decline in the allowance as a percentage of loans from the prior
year primarily reflected the addition of the GSB loan portfolio, which is
predominantly secured by real estate, combined with growth in consumer loans and
the impact of stricter lending standards and portfolio management in individual
businesses. On-balance sheet consumer loans of $309.6 billion increased $61.9
billion or 25% from December 31, 2001. The increase from a year ago was
primarily driven by the addition of GSB loans, receivable growth in Citi Cards,
mortgage and student loan growth in Consumer Assets and increases in real
estate-secured loans in the PRIVATE BANK and CitiFinancial. In addition,
increases in Western Europe were partially offset by declines in Latin America
and Mexico.

Net credit losses, delinquencies and the related ratios are affected by the
credit performance of the portfolios, including bankruptcies, unemployment,
global economic conditions, portfolio growth and seasonal factors, as well as
macro-economic and regulatory policies. In Japan, net credit losses and the
related loss ratio are expected to increase from 2002 due to current economic
conditions in that country, including rising bankruptcy filings and unemployment
rates. Management expects that 2003 consumer credit loss rates will be
comparable to 2002 despite current economic conditions in the U.S. and Japan,
including rising bankruptcy filings and unemployment rates. This paragraph
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 36.

CORPORATE CREDIT RISK

For corporate clients and investment banking activities across the
organization, the credit process is grounded in a series of fundamental
policies, including:

- - Ultimate business accountability for managing credit risks;
- - Joint business and independent risk management responsibility for
establishing limits and risk management practices;
- - Single center of control for each credit relationship that coordinates
credit activities with that client, directly approves or consents to all
extensions of credit to that client, reviews aggregate exposures, and
ensures compliance with exposure limits;
- - Portfolio limits, including obligor limits by risk rating and by maturity,
to ensure diversification and maintain risk/capital alignment;
- - A minimum two-authorized credit officer-signature requirement on extensions
of credit - one from a sponsoring credit officer in the business and one
from a credit officer in independent credit risk management;
- - Uniform risk measurement standards, including risk ratings, which must be
assigned to every obligor and facility in accordance with Citigroup
standards; and
- - Consistent standards for credit origination, measurement and documentation,
as well as problem recognition, classification and remedial action.

These policies apply universally across corporate clients and investment
banking activities. Businesses that require tailored credit processes, due to
unique or unusual risk characteristics in their activities, may only do so under
a Credit Program that has been approved by independent credit risk management.
In all cases, the above policies must be adhered to, or specific exceptions must
be granted by independent credit risk management.

The following table presents the corporate credit portfolio, before
consideration of collateral, by maturity at December 31, 2002. The corporate
portfolio is broken out by direct outstandings which include drawn loans,
overdrafts, interbank placements, banker's acceptances, certain investment
securities and leases, and unfunded commitments which include unused commitments
to lend, letters of credit and financial guarantees.

42

CREDIT EXPOSURE ARISING FROM DERIVATIVES AND FOREIGN EXCHANGE

The current credit exposure arising from derivatives and foreign exchange
contracts is represented by the current mark-to-market (i.e., the current cost
of replacing all contracts), and is reported as a component of Trading Account
Assets. At year-end 2002, the current credit exposure arising from derivative
and foreign exchange contracts was $37.5 billion, after taking into
consideration the benefit of legally enforceable master netting agreements, as
well as cash collateral posted under legally enforceable margin agreements.

Additionally, for purposes of managing credit exposure on derivative and
foreign exchange contracts, particularly when looking at exposure to a single
counterparty, the Company measures and monitors credit exposure taking into
account the current mark-to-market value of each contract plus a prudent
estimate of its potential change in value over its life. This measurement of the
potential future exposure for each credit facility is based on a stressed
simulation of market rates and generally takes into account legally enforceable
risk-mitigating agreements for each obligor such as netting and margining.

The Company's credit exposure on derivatives and foreign exchange
contracts, including both the mark-to-market and the potential future exposure,
is primarily to professional counterparties in the financial sector, with 74%
arising from transactions with banks, investment banks, governments and central
banks, and other financial institutions. Approximately 90% of the exposure is
investment-grade.

PORTFOLIO MIX

The corporate credit portfolio is geographically diverse by region. The
following table shows direct outstandings and unfunded commitments by region:

It is corporate credit policy to maintain accurate and consistent risk
ratings across the corporate credit portfolio. This facilitates the comparison
of credit exposures across all lines of business, geographic region and product.
All internal risk ratings must be derived in accordance with the Corporate Risk
Rating Policy. Any exception to the policy must be approved by the Citigroup
Chief Risk Officer. The Corporate Risk Rating Policy establishes standards for
the derivation of obligor and facility risk ratings that are generally
consistent with the approaches used by the major rating agencies.

Obligor risk ratings reflect an estimated probability of default for an
obligor, and are derived through the use of validated statistical models,
external rating agencies (under defined circumstances), or approved scoring or
judgmental methodologies. Facility risk ratings are assigned, using the obligor
risk rating, and then taken into consideration are factors that affect the
loss-given-default of the facility such as parent support, collateral or
structure.

Internal obligor ratings equivalent to BBB- and above are considered
investment-grade. Ratings below the equivalent of BBB- are considered
non-investment-grade.

The following table presents the corporate credit portfolio by facility
risk rating at December 31, 2002 and 2001, as a percentage of the total
portfolio:

(1) Includes retail margin loans, as well as portfolios of recent acquisitions,
which are in the process of conforming to Citigroup's risk-rating
methodology.

The corporate credit portfolio is diversified by industry with a
concentration only to the financial sector which includes banks, other financial
institutions, investment banks and governments and central banks. The following
table shows the allocation of direct outstandings and unfunded commitments to
industries as a percentage of the total corporate portfolio:

(1) Includes all other industries, none of which exceeds 2% of total
outstandings.

CREDIT RISK MITIGATION

As part of its overall risk management activities, the Company makes use of
credit derivatives and other risk mitigants to hedge portions of the credit risk
in its portfolio, in addition to outright asset sales. The effect of these
transactions is to transfer credit risk to creditworthy, independent third
parties. At December 31, 2002, $9.6 billion of credit risk exposure was hedged.
The reported amounts of direct outstandings and unfunded commitments in this

43

report do not reflect the impact of these hedging transactions. At December 31,
2002, the credit protection was hedging underlying credit exposure with the
following risk rating distribution:

At December 31, 2002, the credit protection was hedging underlying credit
exposure with the following industry distribution:

(1) Includes all other industries none of which is greater than 4% of total
hedged amount.

GLOBAL CORPORATE PORTFOLIO REVIEW

Corporate loans are identified as impaired and placed on a nonaccrual basis
when it is determined that the payment of interest or principal is doubtful of
collection or when interest or principal is past due for 90 days or more, except
when the loan is well secured and in the process of collection. In the case of
CitiCapital, loans and leases are identified as impaired when interest or
principal is past due not later than 120 days but interest ceases to accrue at
90 days. Impaired corporate loans are written down to the extent that principal
is judged to be uncollectible. Impaired collateral-dependent loans are written
down to the lower of cost or collateral value.

The following table summarizes corporate cash-basis loans and net credit
losses:

(1) Reclassified to conform to the 2002 presentation.
(2) Prior period cash-basis loans were restated to change the policy of the
Associates Corporate Leasing business for suspending accrual of interest on
past due loans to conform with other leasing businesses in GCIB. The prior
policy of placing loans that are 60 days or more past due into cash-basis
was changed to 90 days or more past due.
(3) 2001 includes Banamex cash-basis loans and net credit losses.
(4) Investment Activities results are reported in the Proprietary Investment
Activities segment.
(5) Private Client Services is included within the Private Client Services
segment.
(6) Represents additional reserves as other liabilities on the balance sheet.
(7) Does not include the allowance for letters of credit.

Corporate cash-basis loans were $4.902 billion, $3.533 billion and $1.970
billion at December 31, 2002, 2001 and 2000, respectively. Cash-basis loans
increased $1.369 billion in 2002 primarily due to increases in CAPITAL MARKETS
AND BANKING and TRANSACTION SERVICES. CAPITAL MARKETS AND BANKING primarily
reflects increases in the energy and telecommunications industries combined with
increases in Latin America, mainly Argentina and Brazil, CitiCapital and Asia,
mainly Thailand and Australia. CitiCapital increased primarily due to increases
in the transportation and equipment finance portfolios. TRANSACTION SERVICES
increased primarily due to increases in trade finance receivables in Argentina
and Brazil.

Cash-basis loans increased $1.563 billion in 2001 primarily due to
increases in CAPITAL MARKETS AND BANKING and TRANSACTION SERVICES. CAPITAL
MARKETS AND BANKING primarily reflects increases in the telecommunications,
energy, and retail industries, combined with increases in CitiCapital, Mexico,
Latin America, mainly Argentina, and Asia, mainly Australia and New Zealand.
CitiCapital increased primarily due to increases in the transportation
portfolio. The increase in Mexico primarily reflects the acquisition of Banamex
which includes exposures in steel, textile, food products and other industries.
TRANSACTION SERVICES increased primarily due to increases in Mexico due to the
acquisition of Banamex.

Total corporate Other Real Estate Owned (OREO) was $111 million, $273
million and $299 million at December 31, 2002, 2001 and 2000, respectively. The
$162 million decrease from 2001 reflects a $38 million decrease due to the TPC
distribution and continued improvement in the North America real

44

estate portfolio. The $26 million decrease in 2001 reflects improvements in
the North America real estate portfolio.

Total corporate Other Repossessed Assets were $139 million, $284 million
and $208 million at December 31, 2002, 2001 and 2000, respectively. The $145
million decrease in 2002 primarily reflects improvements in the transportation
equipment portfolio due to a decline in portfolio size and improved credit
quality. The $76 million increase in 2001 primarily reflects the deterioration
in the transportation equipment portfolio and the acquisition of Banamex.

Total corporate loans outstanding at December 31, 2002 were $137 billion as
compared to $144 billion and $138 billion at December 31, 2001 and 2000,
respectively.

Total corporate net credit losses of $2.206 billion in 2002 increased $570
million compared to 2001 primarily due to higher net credit losses in the energy
and telecommunications industries and Argentina, partially offset by higher 2001
credit losses in the CitiCapital transportation portfolio. Total corporate net
credit losses of $1.636 billion in 2001 increased $865 million compared to 2000
reflecting increases in the transportation leasing portfolio, higher net credit
losses in the telecommunications, energy, retail and airline industries as well
as write-downs in Argentina.

The allowance for credit losses is established by management based upon
estimates of probable losses inherent in the portfolio. This evaluative process
includes the utilization of statistical models to analyze such factors as
default rates, both historic and projected, geographic and industry
concentrations and environmental factors. Larger non-homogeneous credits are
evaluated on an individual loan basis examining such factors as the borrower's
financial strength, payment history, the financial stability of any guarantors
and for secured loans, the realizable value of any collateral. CitiCapital's
allowance is established based upon an estimate of probable losses inherent in
the portfolio for individual loans which are deemed impaired as well as by
applying an annualized weighted average credit loss ratio utilizing both
historical and projected losses to the remaining portfolio. Additional reserves
are established to provide for imprecision caused by the use of historical and
projected loss data. Judgmental assessments are used to determine residual
losses on the leasing portfolio.

Citigroup's allowance for credit losses for loans, leases, lending
commitments and letters of credit of $11.668 billion is available to absorb
probable credit losses inherent in the entire portfolio. For analytical purposes
only, the portion of Citigroup's allowance for credit. losses attributed to the
corporate portfolio was $5.091 billion at December 31, 2002, compared to $4.581
billion at December 31, 2001. The allowance attributed to corporate loans,
leases and lending commitments as a percentage of corporate loans was 3.71% at
December 31, 2002, as compared to 3.19% and 2.91% at December 31, 2001 and 2000,
respectively. The $627 million increase in the total allowance at December 31,
2002 primarily reflects reserves established as a result of the impact of the
continuing deterioration in the Argentine economy and the telecommunications and
energy industries on the commercial portfolio. The $566 million increase in the
total allowance at December 31, 2001 primarily reflects the acquisition of
Banamex. Losses on corporate lending activities and the level of cash-basis
loans can vary widely with respect to timing and amount, particularly within any
narrowly defined business or loan type. Corporate net credit losses and
cash-basis loans are expected to be comparable to 2002 levels due to weak global
economic conditions, stress in the telecommunications and energy industries,
uncertainty regarding the political and economic environment in Brazil,
sovereign or regulatory actions, the economic crisis in Argentina, and other
factors. This statement is a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act. See "Forward-Looking Statements" on
page 36.

LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES

(1) Based on contractual terms. Repricing characteristics may effectively be
modified from time to time using derivative contracts. See Notes 25 and 27
to the Consolidated Financial Statements.

MARKET RISK MANAGEMENT PROCESS

Market risk at Citigroup - like credit risk - is managed through
corporate-wide standards and business policies and procedures. Market risks
are measured in accordance with established standards to ensure consistency
across businesses and the ability to aggregate like risks at the
Citigroup-level. Each business is required to establish, and have approved by
independent market risk management, a market risk limit framework, including
risk measures, limits and controls, that clearly defines approved risk
profiles and is within the parameters of Citigroup's overall risk appetite.

Businesses, working in conjunction with independent Market Risk Management,
must ensure that market risks are independently measured, monitored and reported
to ensure transparency in risk-taking activities and integrity in risk reports.
In all cases, the businesses are ultimately responsible for the market risks
that they take and for remaining within their defined limits.

Market risk encompasses liquidity risk and price risk, both of which arise
in the normal course of business of a global financial intermediary. Liquidity
risk is the risk that some entity, in some location and in some currency, may be
unable to meet a financial commitment to a customer, creditor, or investor when
due. Liquidity risk is discussed in the Liquidity and Capital Resources section.

Price risk is the risk to earnings that arises from changes in interest
rates, foreign exchange rates, equity and commodity prices, and in their implied
volatilities. Price risk arises in Non-trading Portfolios, as well as in Trading
Portfolios.

45

NON-TRADING PORTFOLIOS

Price risk in non-trading portfolios is measured predominantly through
Earnings-at-Risk and Factor Sensitivity techniques. These measurement techniques
are supplemented with additional tools, including stress testing and
cost-to-close analysis.

Business units manage the potential earnings effect of interest rate
movements by managing the asset and liability mix, either directly or through
the use of derivative financial products. These include interest rate swaps and
other derivative instruments that are designated and effective as hedges. The
utilization of derivatives is managed in response to changing market conditions
as well as to changes in the characteristics and mix of the related assets and
liabilities.

Earnings-at-Risk is the primary method for measuring price risk in
Citigroup's non-trading portfolios (excluding the Insurance companies).
Earnings-at-Risk measures the pretax earnings impact of a specified upward and
downward instantaneous parallel shift in the yield curve for the appropriate
currency assuming a static portfolio. Citigroup generally measures this impact
over a one-year and five-year time horizon under business-as-usual conditions.
The Earnings-at-Risk is calculated separately for each currency and reflects the
repricing gaps in the position as well as option positions, both explicit and
embedded. U.S. dollar exposures in the non-trading portfolios are calculated by
multiplying the gap between interest sensitive items, including assets,
liabilities, derivatives and other off-balance sheet instruments, by 100 basis
points. Non-U.S. dollar exposures are calculated utilizing the statistical
equivalent of a 100 basis point change in interest rates and assuming no
correlation between exposures in different currencies.

Citigroup's primary non-trading price risk exposure is to movements in the
U.S. dollar and Mexican peso interest rates. Citigroup also has Earnings-at-Risk
in various other currencies; however, there are no significant risk
concentrations in any other individual non-U.S. dollar currency.

The table below illustrates the impact to Citigroup's pretax earnings from
a 100 basis point increase or decrease in the U.S. dollar yield curve. As of
December 31, 2002, the potential impact on pretax earnings over the next 12
months is a decrease of $822 million from an interest rate increase and an
increase of $969 million from an interest rate decrease. The potential impact on
pretax earnings for periods beyond the first 12 months is an increase of $460
million from an increase in interest rates and a decrease of $380 million from
an interest rate decrease. The change in Earnings-at-Risk from the prior year
primarily reflects the change in the asset/liability mix to reflect Citigroup's
view of interest rates.

As of December 31, 2002, the statistical equivalent of a 100 basis point
increase in Mexican peso interest rates would have a potential positive impact
on Citigroup's pretax earnings over the next twelve months of approximately $249
million and a potential negative impact of $157 million for the years
thereafter. The statistical equivalent of a 100 basis points decrease in Mexican
peso interest rates would have a potential negative impact on Citigroup's pretax
earnings over the next twelve months of approximately $249 million and potential
positive impact of $157 million for the years thereafter. The change in
Earnings-at-Risk from December 31, 2001 primarily reflects a reduction of
interest rate exposure in the balance sheet, partially offset by an increase in
the relative volatility of Mexican peso interest rates.

As of December 31, 2002, excluding the impact of changes in Mexican peso
interest rates, the statistical equivalent of a 100 basis point increase in
other non-U.S. dollar interest rates would have a potential negative impact on
Citigroup's pretax earnings over the next twelve months of $188 million and a
potential positive impact of $500 million for the years thereafter. The
statistical equivalent of a 100 basis point decrease in other non-U.S. dollar
interest rates would have a potential positive impact on Citigroup's pretax
earnings over the next twelve months of $191 million and a potential negative
impact of $484 million for the years thereafter. The change in the other
non-U.S. dollar Earnings-at-Risk from the prior year primarily reflects changes
in the asset/liability mix across a range of currencies based on Citigroup's
view of interest rates as well as changes in the repricing profile of the
balance sheet.

CITIGROUP EARNINGS-AT-RISK (IMPACT ON PRETAX EARNINGS)(1)

(1) Excludes the Insurance Companies (see below).
(2) Prior year's U.S. dollar amounts have been restated to conform to the 2002
presentation.
(3) Excludes exposure to the Argentine peso beyond twelve months which reflects
Citigroup's current risk management practice given the volatile and
uncertain economic conditions in Argentina.
(4) Represents discounted Earnings-at-Risk beyond twelve months and up to and
including five years.

46

INSURANCE COMPANIES

The table below reflects the estimated decrease in the fair value of
financial instruments held in the Insurance companies, as a result of a 100
basis point increase in interest rates.

(1) The decline from December 2001 is primarily attributable to discontinued
operations. See Note 4 to the Consolidated Financial Statements.

A significant portion of the Insurance companies' liabilities (e.g.,
insurance policy and claims reserves) are not financial instruments and are
excluded from the above sensitivity analysis. Corresponding changes in fair
value of these accounts, based on the present value of estimated cash flows,
would materially mitigate the impact of the net decrease in values implied
above. The analysis also excludes all financial instruments, including long-term
debt, identified with trading activities. The analysis reflects the estimated
gross change in value resulting from a change in interest rates only and is not
comparable to the Earnings-at-Risk used for the Citigroup non-trading portfolios
or the Value-at-Risk used for the trading portfolios.

TRADING PORTFOLIOS

Price risk in trading portfolios is measured through a complementary set of
tools, including Factor Sensitivities, Value-at-Risk, and Stress Testing. Each
trading portfolio has its own market risk limit framework, encompassing these
measures and other controls, including permitted product lists and a new product
approval process for complex products, established by the business and approved
by independent market risk management.

Factor Sensitivities are defined as the change in the value of a position
for a defined change in a market risk factor (e.g., the change in the value of a
Treasury bill for a 1 basis point change in interest rates). It is the
responsibility of independent market risk management to ensure that factor
sensitivities are calculated, monitored and, in some cases, limited, for all
relevant risks taken in a trading portfolio. Value-at-Risk estimates the
potential decline in the value of a position or a portfolio, under normal market
conditions, over a one-day holding period, at a 99% confidence level. The
Value-at-Risk method incorporates the Factor Sensitivities of the trading
portfolio with the volatilities and correlations of those factors.

Stress Testing is performed on trading portfolios on a regular basis, to
estimate the impact of extreme market movements. Stress Testing is performed on
individual trading portfolios, as well as on aggregations of portfolios and
businesses, as appropriate. It is the responsibility of independent market risk
management, in conjunction with the businesses, to develop stress scenarios,
review the output of periodic stress testing exercises, and utilize the
information to make judgments as to the ongoing appropriateness of exposure
levels and limits.

New and/or complex products in trading portfolios are required to be
reviewed and approved by the Capital Markets Approval Committee (CMAC). The
CMAC is responsible for ensuring that all relevant risks are identified and
understood, and can be measured, managed and reported in accordance with
applicable business policies and practices. The CMAC is made up of senior
representatives from market and credit risk management, legal, accounting,
operations and other support areas, as required.

The level of price risk exposure at any given point in time depends on the
market environment and expectations of future price and market movements, and
will vary from period to period.

For Citigroup's major trading centers, the aggregate pretax Value-at-Risk in the
trading portfolios was $83 million at December 31, 2002. Daily exposures
averaged $66 million in 2002 and ranged from $54 million to $97 million.

The following table summarizes Value-at-Risk in the trading portfolios as of
December 31, 2002 and 2001, along with the averages:

The table below provides the range of Value-at-Risk in the trading portfolios
that was experienced during 2002 and 2001:

2002 2001 (1)
---------------------------------
IN MILLIONS OF DOLLARS LOW HIGH Low High
- -------------------------------------------------------------------
Interest rate $ 41 $ 75 $ 33 $ 90
Foreign exchange 5 32 6 22
Equity 8 51 9 53
All other (primarily commodity) 4 26 8 52
=================================

(1) Reclassified to conform to the 2002 presentation.

OPERATIONAL RISK MANAGEMENT PROCESS

Operational risk is the risk of loss resulting from inadequate or failed
internal processes, people or systems or from external events. It includes
reputation and franchise risks associated with business practices or market
conduct that the Company may undertake with respect to activities as principal,
as well as agent, or through a special purpose vehicle.

The management of operational risk is not new; businesses have typically
managed operational risk as part of their standard business practices. However,
management of operational risk has begun to evolve into a distinct discipline
with its own risk management structure, tools, and processes, much like credit
and market risk.

In February 2002, the Citigroup Operational Risk Policy was issued,
codifying the core governing principles for operational risk management and
providing the framework to identify, control, monitor, measure, and report
operational risks in a consistent manner across the Company.

Citigroup's information security and continuity of business processes
illustrate the implementation of controls consistent with the Operational Risk
Policy. Citigroup has an Information Security Program that complies with the
Gramm-Leach-Bliley Act and other regulatory guidance. The Citigroup Information
Security Office conducted an end-to-end review of its risk management processes
during 2002 and developed a more objective and measurable approach to assessing,
mitigating, monitoring and responding to information security risk. The Office
of Business Continuity

47

formed the Continuity of Business Committee in late 2001 and issued a
corporate-wide Continuity of Business policy effective January 2003 to ensure
consistency in contingency planning standards across the Company. To mitigate
operational risks associated with business continuity, the Office of Business
Continuity ensures that Continuity of Business Plans are reviewed and tested,
at least annually.

The core operational risk principles, which apply without exception to all
of Citigroup's businesses, are:

- - Senior Business Managers are accountable for managing Operational Risk.
- - Citigroup has a system of checks and balances in place for operational risk
management including:
- an independent operational risk oversight function, reporting to
the Citigroup Chief Risk Officer
- an independent Audit and Risk Review function
- - Each major Citigroup business segment must have approved business-specific
policies and procedures for managing operational risk including risk
identification, mitigation, monitoring, measurement and reporting, as well
as processes for ensuring compliance with corporate policies and applicable
laws and regulations.

The Operational Risk Policy and its requirements facilitate the aggregation of
operational risks across products and businesses and promote effective
communication of those risks to management, including the Citigroup Risk
Management Committee, and Citigroup's Board of Directors. It also facilitates
Citigroup's response to the requirements of emerging regulatory guidance on
Operational Risk.

COUNTRY AND CROSS-BORDER RISK MANAGEMENT PROCESS

COUNTRY RISK

During 2002, the Citigroup Country Risk Committee was formed. It is chaired
by senior international business management, and includes as its members
business managers and independent risk managers from around the world. The
committee's primary objective is to strengthen the management of country risk,
defined as the total risk to the Company of an event that impacts a country. The
committee regularly reviews all risk exposures within a country, makes
recommendations as to actions, and follows up to ensure appropriate
accountability.

CROSS-BORDER RISK

The Company's cross-border outstandings reflect various economic and
political risks, including those arising from restrictions on the transfer of
funds as well as the inability to obtain payment from customers on their
contractual obligations as a result of actions taken by foreign governments such
as exchange controls, debt moratorium and restrictions on the remittance of
funds.

Management oversight of cross-border risk is performed through a formal
country risk review process that includes setting of cross-border limits, at
least annually, in each country in which Citigroup has cross-border exposure,
monitoring of economic conditions globally and within individual countries with
proactive action as warranted, and the establishment of internal risk management
policies. Under FFIEC guidelines, total cross-border outstandings include
cross-border claims on third parties as well as investments in and funding of
local franchises. Cross-border claims on third parties (trade, short-term, and
medium- and long-term claims) include cross-border loans, securities, deposits
with banks, investments in affiliates, and other monetary assets, as well as net
revaluation gains on foreign exchange and derivative products.

The cross-border outstandings are reported by assigning externally
guaranteed outstandings to the country of the guarantor and outstandings for
which tangible, liquid collateral is held outside of the obligor's country to
the country in which the collateral is held. For securities received as
collateral, outstandings are assigned to the domicile of the issuer of the
securities.

Investments in and funding of local franchises represents the excess of
local country assets over local country liabilities. Local country assets are
claims on local residents recorded by branches and majority-owned subsidiaries
of Citigroup domiciled in the country, adjusted for externally guaranteed
outstandings and certain collateral. Local country liabilities are obligations
of branches and majority-owned subsidiaries of Citigroup domiciled in the
country, for which no cross-border guarantee is issued by Citigroup offices
outside the country.

In regulatory reports under FFIEC guidelines, cross-border resale
agreements are presented based on the domicile of the issuer of the securities
that are held as collateral. However, for purposes of the following table,
cross-border resale agreements are presented based on the domicile of the
counterparty because the counterparty has the legal obligation for repayment.
Similarly, under FFIEC guidelines, long trading securities positions are
required to be reported on a gross basis. However, for purposes of the following
table, certain long and short securities positions are presented on a net basis
consistent with internal cross-border risk management policies, reflecting a
reduction of risk from offsetting positions.

48

The table below shows all countries where total FFIEC cross-border outstandings
exceed 0.75% of total Citigroup assets:

(1) Trading and short-term claims include cross-border debt and equity
securities held in the trading account, trade finance receivables, net
revaluation gains on foreign exchange and derivative contracts, and other
claims with a maturity of less than one year.
(2) If local country liabilities exceed local country assets, zero is used for
net investments in and funding of local franchises.
(3) Commitments (not included in total cross-border outstandings) include
legally binding cross-border letters of credit and other commitments and
contingencies as defined by the FFIEC.

49

BALANCE SHEET REVIEW

GENERAL

At December 31, 2002, total assets were $1.1 trillion, an increase of
$45.7 billion or 4% from the prior year. At December 31, 2002, total assets
were primarily comprised of loans (net of unearned income) of $447.8 billion
or 41% of total assets, investments of $169.5 billion or 15% of total assets,
trading assets of $155.2 billion or 14% of total assets and federal funds
sold and securities borrowed or purchased under agreements to resell of
$139.9 billion or 13% of total assets. Total interest-earning assets from
continuing operations were $867.0 billion compared to $803.1 billion in 2001.
Supporting this asset growth was a $56.4 billion or 15% increase in total
deposits, an $11.5 billion or 8% increase in short- and long-term borrowings,
a $10.9 billion or 14 % increase in trading account liabilities, a $9.1
billion or 6% increase in federal funds purchased and securities loaned or
sold under agreements to repurchase and a $4.9 billion or 30% increase in
investment banking and brokerage borrowings. In addition at December 31,
2002, total stockholders' equity increased $5.5 billion to $86.7 billion. See
"Liquidity and Capital Resources" on page 52 for further discussions on
capital.

FACTORS AFFECTING FINANCIAL POSITION

On August 20, 2002, Citigroup completed the tax-free distribution to its
stockholders of a majority portion of its remaining ownership interest in TPC.
This non-cash transaction resulted in a reduction in assets at December 31, 2002
of approximately $53.6 billion, primarily comprised of $30.1 billion in
investments and $9.8 billion in reinsurance recoverables. Liabilities were
reduced by approximately $42.5 billion, primarily comprised of a $34.1 billion
reduction in insurance policy claims. In accordance with GAAP, the Consolidated
Statement of Financial Position has not been restated. See Notes 1 and 4 to the
Consolidated Financial Statements.

On November 6, 2002, Citigroup completed its acquisition of GSB. This
transaction resulted in an increase in assets at December 31, 2002 of
approximately $56.0 billion. The impact on the balance sheet primarily included
increases of approximately $35.0 billion in consumer loans, $4.0 billion in
investment securities, $4.0 billion in goodwill, $25.0 billion in deposits and
$13.0 billion in long-term debt. See Note 3 to the Consolidated Financial
Statements.

ASSETS

CASH AND DUE FROM BANKS

At December 31, 2002, the balance was $17.3 billion, a decrease of $1.2
billion from the prior year. Net cash provided by operating and financing
activities of continuing operations were $26.0 billion and $28.0 billion,
respectively, while net cash used in investing activities of continuing
operations was $59.1 billion. Net cash used in discontinued operations was $237
million, while proceeds from the sale of subsidiary stock (TPC) were $4.1
billion.

FEDERAL FUNDS SOLD AND SECURITIES BORROWED OR PURCHASED UNDER AGREEMENTS TO
RESELL

At December 31, 2002, the balance was $139.9 billion, an increase of
$5.1 billion from the prior year, attributable to an increase in federal
funds and resale agreements of $5.0 billion, and deposits paid for securities
borrowed of $0.1 billion. Average domestic federal funds sold and securities
borrowed or purchased under agreements to resell were $91.2 billion yielding
3.8% in 2002, compared to $104.2 billion and 6.8% in 2001, while average
foreign balances were $57.4 billion yielding 3.3% in 2002, compared to $34.1
billion and 5.3% in 2001. Federal funds and resale agreements represented 17%
of total interest-earning assets during 2002. See Note 7 to the Consolidated
Financial Statements.

TRADING ACCOUNT ASSETS

At December 31, 2002, the balance was $155.2 billion, an increase of $10.3
billion or 7% from the prior year. The increase was primarily attributable to
increased revaluation gains of $7.8 billion or 26% primarily on foreign exchange
derivative transactions. The trading asset portfolio grew by $2.5 billion or 2%
attributable to an increase in corporate and other debt securities of $12.0
billion and foreign government securities of $4.0 billion, offset by a $10.8
billion decline in U.S. Treasury and Federal agency securities and a $2.6
billion decrease in equity securities. See Note 9 to the Consolidated Financial
Statements.

INVESTMENTS

At December 31, 2002, the balance was $169.5 billion, an increase of $8.1
billion from the prior year. The Company was primarily invested in fixed
maturity securities, including mortgage-backed securities, U.S. Treasury and
Federal agencies securities, state and municipal securities, foreign government
and U.S. corporate securities. At December 31, 2002, the Company's investment in
TPC was $1.5 billion. Investments represented 16% of total interest- earning
assets from continuing operations at December 31, 2002. The average rate earned
on these investments in 2002 was 5.5%, compared to 6.2% in the prior year.
Excluding the impact of the TPC and GSB transactions, investments increased by
$32.7 billion or 25% from the prior year. The increase was primarily due to
growth in the fixed maturity securities portfolio of $11.7 billion, due to an
increase in asset allocation and an increase in unrealized gains driven by a
declining interest rate yield curve. See Note 6 to the Consolidated Financial
Statements.

LOANS

Total loans outstanding (net of unearned income) at December 31, 2002
were $447.8 billion compared to $391.4 billion in the prior year, an increase
of $56.4 billion or 14% (including the GSB acquisition). Total loans
comprised 46% of total interest-earning assets from continuing operations in
2002, compared to 47% in the prior year. The increase reflects growth in the
consumer loan portfolio of $62.9 billion, approximately half of which is
attributable to GSB, offset by a $6.5 billion decrease in the corporate
portfolio. The 25% increase in the consumer loan portfolio was comprised of
$39.0 billion or 36% in mortgage and real estate loans and $23.3 billion or
17% in installment, revolving credit and other. For more information see the
"Consumer Portfolio Review" on page 37. The 5% decline in the corporate
portfolio was driven by decreases of $1.8 billion or 2% in commercial and
industrial loans, $2.9 billion or 14% in lease financings, $1.6 billion or
16% in loans to financial institutions and $1.0 billion or 24% in loans to
governments and official institutions. These declines were driven primarily
by the pesification of the Argentine portfolio, combined with the weakening
of certain currencies in Latin America, tightening of credit policies in
selected countries and maturities in CitiCapital's transportation portfolio,
partially offset by increases in Western Europe and CEEMEA. For further
information see the "Global Corporate Portfolio Review" on page 41. During
2002, average consumer loans of $264.3 billion yielded an average rate of
10.7%, compared to $233.5 billion and 11.8% in the prior year. Average
corporate loans of $136.2 billion yielded an average rate of 7.1% in 2002,
compared to $143.5 billion and 8.4% in the prior year. See Note 11 to the
Consolidated Financial Statements.

50

Total loans-held-for-sale, included in Other Assets at December 31, 2002,
were $15.9 billion compared to $11.9 billion in the prior year, an increase of
$4.0 billion or 34% (including the GSB acquisition). This increase is
attributable to consumer mortgages and student loans.

LIABILITIES

DEPOSITS

The Company's primary source of funding for loans and investments is
deposits. At December 31, 2002, total deposits were $430.9 billion, an increase
of $56.4 billion or 15% from the prior year. Interest-bearing foreign deposits
comprise 55% of total deposits, interest-bearing domestic deposits comprise 33%,
non-interest-bearing domestic deposits comprise 7%, and non-interest-bearing
foreign deposits comprise 5%. The growth in deposit balances is attributable to
a $37.9 billion increase in domestic deposits and an $18.5 billion increase in
foreign deposits, both primarily in interest-bearing savings deposits. The
growth in domestic deposits was mainly driven by the addition of GSB combined
with increases in the Smith Barney bank deposit program and consumer deposit
growth in Citibanking North America and the Private Bank. The growth in foreign
deposits reflected growth in the GCIB and the Private Bank that was partially
offset by a decline in Retail Banking. The GCIB and the Private Bank deposit
growth was driven by increases in Europe, Asia and Japan and was partially
offset by declines in Mexico and Latin America. The decline in Retail Banking
was due to the ongoing economic crisis in Argentina and was partially offset by
strong consumer deposit growth in Japan. See the Financial Data Supplement to
the Consolidated Financial Statements.

FEDERAL FUNDS PURCHASED AND SECURITIES LOANED OR SOLD UNDER AGREEMENTS TO
REPURCHASE

At December 31, 2002, federal funds purchased and securities loaned or sold
under agreements to repurchase increased $9.1 billion or 6% to $162.6 billion,
compared to $153.5 billion at the prior year end. This increase is attributable
to increases of $12.0 billion in federal funds purchased and repurchase
agreements, offset by a $2.9 billion decrease in deposits held for securities
loaned. Average volume from continuing operations in 2002 increased to $169.0
billion yielding 3.9%, compared to $155.0 billion and 6.8% in 2001. See Note 7
to the Consolidated Financial Statements.

TRADING ACCOUNT LIABILITIES

At December 31, 2002, trading account liabilities of $91.4 billion
increased $10.9 billion from the prior year. The 14% increase includes a $12.2
billion increase in revaluation losses primarily on foreign exchange derivative
transactions. Additionally, securities sold, not yet purchased declined by $1.3
billion, or 3% attributable to a decrease of $11.0 billion in non-U.S. Treasury
securities, offset by an increase of $9.7 billion in short U.S. Treasury
securities. See Note 9 to the Consolidated Financial Statements.

DEBT

At December 31, 2002, total Citigroup debt was $178.9 billion, comprised of
long-term debt of $126.9 billion, short-term borrowings of $30.6 billion, and
investment banking and brokerage borrowings of $21.4 billion, up 10% from $162.6
billion in the prior year. This $16.3 billion increase from 2001 includes
increases of $6.2 billion in short-term borrowings, $5.3 billion in long-term
debt and $4.9 billion in investment banking and brokerage borrowings.

The 30% increase in investment banking and brokerage borrowings in 2002
includes a $4.4 billion increase in commercial paper and a $0.4 billion increase
in other short-term borrowings.

The 25% increase in short-term borrowings in 2002 includes increases of
$2.0 billion in other borrowings and $4.2 billion in commercial paper.

The long-term debt balance at December 31, 2002 includes $114.0 billion of
senior notes and $12.9 billion of subordinated debt, with maturities ranging
from 2003-2098. During 2002, subordinated debt increased by $2.0 billion.
U.S. dollar- and non-U.S. dollar-denominated fixed and variable rate debt
increased by $3.3 billion, including approximately $13.0 billion attributable to
GSB, partially offset by maturities. Average long-term debt at December 31, 2002
was $133.3 billion.

For more information on debt, see Note 14 to the Consolidated Financial
Statements.

51

LIQUIDITY AND CAPITAL RESOURCES

Citigroup's primary source of incremental capital resources is its net
earnings. Other sources include proceeds from the issuance of trust preferred
securities, senior debt, subordinated debt and commercial paper. Citigroup can
also generate funds by securitizing various financial assets including credit
card receivables and other receivables generally secured by collateral such as
single-family residences and automobiles.

Citigroup uses these capital resources to pay dividends to its
stockholders, to repurchase its shares in the market pursuant to
Board-of-Directors approved plans, to support organic growth, to make
acquisitions and to service its debt obligations.

As a financial holding company, substantially all of Citigroup's net
earnings are generated within its operating subsidiaries including Citibank,
Salomon Smith Barney Holdings Inc. (Salomon Smith Barney), CitiFinancial, GSB,
and TIC. Each of these subsidiaries makes these funds available to Citigroup in
the form of dividends. The subsidiaries' dividend paying abilities are limited
by certain covenant restrictions in credit agreements and/or by regulatory
requirements. Certain of these subsidiaries are also subject to rating agency
requirements that also impact their capitalization levels.

During 2003, it is not anticipated that any restrictions on the
subsidiaries' dividending capability will restrict Citigroup's ability to meet
its obligations as and when they become due. It is also anticipated that during
2003 Citigroup will continue to maintain its share repurchase program. At
December 31, 2002, there was $5.1 billion remaining under the authorized
program. This paragraph contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act. See "Forward-Looking
Statements" on page 36.

The following table summarizes the Company's repurchase program during
2002:

(1) All repurchases were transacted through Smith Barney, which is included
within the Private Client Services segment.

The TPC distribution was treated as a dividend to stockholders for
accounting purposes that reduced Citigroup stockholders' equity by approximately
$7.0 billion.

Citigroup, Citicorp and certain other subsidiaries issue commercial paper
directly to investors. Citigroup and Citicorp, both of which are bank holding
companies, maintain combined liquidity reserves of cash, securities and unused
bank lines of credit to support their combined outstanding commercial paper.
Citigroup maintains sufficient liquidity at the Parent Company to meet all
maturing unsecured debt obligations due within a one-year time horizon without
incremental access to the unsecured markets.

Citigroup has unutilized bilateral committed revolving credit facilities in
the amount of $2.5 billion that expire on various dates in 2003. Under these
facilities, Citigroup is required to maintain a certain level of consolidated
stockholders' equity (as defined in the agreements). Citigroup exceeded this
requirement by approximately $62 billion at December 31, 2002.

Associates First Capital Corporation (Associates), a subsidiary of
Citicorp, had a combination of unutilized credit facilities of $4.5 billion as
of December 31, 2002 which have maturities ranging from 2003 to 2005. All of
these facilities are guaranteed by Citicorp. In connection with the facilities,
Citicorp is required to maintain a certain level of consolidated stockholder's
equity (as defined in the agreements). At December 31, 2002, this requirement
was exceeded by approximately $59 billion. Citicorp has also guaranteed various
debt obligations of Associates and CitiFinancial Credit Company (CCC), an
indirect subsidiary of Citicorp.

Borrowings under bank lines of credit may be at interest rates based on
LIBOR, CD rates, the prime rate, or bids submitted by the banks. Each company
pays its banks facility fees for its lines of credit.

Citicorp, Salomon Smith Barney, and some of their nonbank subsidiaries have
credit facilities with Citicorp's subsidiary banks, including Citibank, N.A.
Borrowings under these facilities must be secured in accordance with Section 23A
of the Federal Reserve Act.

The following table summarizes the maturity profile of the Company's
consolidated contractual long-term debt payments and operating leases at
December 31, 2002:

MANAGEMENT OF LIQUIDITY

Management of liquidity at Citigroup is the responsibility of the Corporate
Treasurer. A uniform liquidity risk management policy exists for Citigroup and
its major operating subsidiaries. Under this policy, there is a single set of
standards for the measurement of liquidity risk in order to ensure consistency
across businesses, stability in methodologies and transparency of risk.
Management of liquidity at each operating subsidiary and/or country is performed
on a daily basis and is monitored by Corporate Treasury.

A primary tenet of Citigroup's liquidity management is strong decentralized
liquidity management at each of its principal operating subsidiaries and in each
of its countries, combined with an active corporate oversight function. Along
with the role of the Corporate Treasurer, the Global Asset and Liability
Committee (ALCO) undertakes this oversight responsibility. The Global ALCO
functions as an oversight forum for Citigroup's Chief Financial Officer, Chief
Risk Officer, Corporate Treasurer, independent Senior Treasury Risk Officer, and
the senior corporate and business treasurers and risk managers. One objective of
the Global ALCO is to monitor and review the overall liquidity and balance sheet
position of Citigroup and its principal subsidiaries and to address
corporate-wide policies and make recommendations back to senior management and
the business units. Similarly, ALCOs are also established for each country
and/or major line of business.

Each major operating subsidiary and/or country must prepare an annual
funding and liquidity plan for review by the Corporate Treasurer and approval by
the independent Senior Treasury Risk Officer. The funding and liquidity

52

plan includes analysis of the balance sheet as well as the economic and
business conditions impacting the liquidity of the major operating subsidiary
and/or country. As part of the funding and liquidity plan, liquidity limits,
liquidity ratios, market triggers, and assumptions for periodic stress tests
are established and approved.

Liquidity limits establish boundaries for potential market access in
business-as-usual conditions and are monitored against the liquidity position on
a daily basis. These limits are established based on the size of the balance
sheet, depth of the market, experience level of local management, the stability
of the liabilities, and liquidity of the assets. Finally, the limits are subject
to the evaluation of the entities' stress test results. Generally, limits are
established such that in stress scenarios, entities need to be self-funded or
net providers of liquidity.

A series of standard corporate-wide liquidity ratios have been established
to monitor the structural elements of Citigroup's liquidity. For bank entities
these include measures of liquid assets against liquidity gaps, core deposits to
loans, long-term assets to long-term liabilities and deposits to loans. In
addition, several measures exist to review potential concentrations of funding
by individual name, product, industry, or geography. For the Parent Company,
Insurance Entities and the Broker/Dealer, there are ratios established for
liquid assets against short-term obligations. Triggers to elicit management
discussion have been established against these ratios. In addition, each
individual major operating subsidiary or country establishes targets against
these ratios and may monitor other ratios as approved in its funding and
liquidity plan.

Market triggers are internal or external market or economic factors that
may imply a change to market liquidity or Citigroup's access to the markets.
Citigroup market triggers are monitored by the Corporate Treasurer and the
independent Senior Treasury Risk Officer and are discussed with the Global ALCO.
Appropriate market triggers are also established and monitored for each major
operating subsidiary and/or country as part of the funding and liquidity plans.
Local triggers are reviewed with the local country or business ALCO and
independent risk management.

Periodic liquidity stress testing is performed for each major operating
subsidiary and/or country. The scenarios include assumptions about significant
changes in key funding sources, credit ratings, contingent uses of funding, and
political and economic conditions in certain countries. The results of stress
tests of individual countries and operating subsidiaries are reviewed to ensure
that each individual major operating subsidiary or country is self-funded or a
net provider of liquidity. In addition, a Contingency Funding Plan is prepared
on a periodic basis for Citigroup. The plan includes detailed policies,
procedures, roles and responsibilities, and the results of corporate stress
tests. The product of these stress tests is a menu of alternatives that can be
utilized by the Corporate Treasurer in a liquidity event.

Citigroup's funding sources are well-diversified across funding types
and geography, a benefit of the strength of the global franchise. Funding for
the Parent and its major operating subsidiaries includes a large
geographically diverse retail and corporate deposit base, a significant
portion of which is expected to be long-term and stable and is considered
core. Other sources of funding include collateralized borrowings,
securitizations (primarily credit card and mortgages), long-term debt, and
purchased/wholesale funds. This funding is significantly enhanced by
Citigroup's strong capital position. Each of Citigroup's major operating
subsidiaries finances its operations on a basis consistent with its
capitalization, regulatory structure and the operating environment in which
it operates.

Other liquidity and capital resource considerations for Citigroup follow.

OFF-BALANCE SHEET ARRANGEMENTS

Citigroup and its subsidiaries are involved with several types of off-balance
sheet arrangements, including special purpose entities (SPEs), lines and letters
of credit, and loan commitments. The principal uses of SPEs are to obtain
sources of liquidity by securitizing certain of Citigroup's financial assets, to
assist our clients in securitizing their financial assets, and to create other
investment products for our clients.

SPEs may be organized as trusts, partnerships, or corporations. In a
securitization, the company transferring assets to an SPE converts those assets
into cash before they would have been realized in the normal course of business.
The SPE obtains the cash needed to pay the transferor for the assets received by
issuing securities to investors in the form of debt and equity instruments,
certificates, commercial paper, and other notes of indebtedness. Investors
usually have recourse to the assets in the SPE and often benefit from other
credit enhancements, such as a cash collateral account or overcollateralization
in the form of excess assets in the SPE, or from a liquidity facility, such as a
line of credit or asset purchase agreement. Accordingly, the SPE can typically
obtain a more favorable credit rating from rating agencies, such as Standard and
Poor's and Moody's Investors Service, than the transferor could obtain for its
own debt issuances, resulting in less expensive financing costs. The transferor
can use the cash proceeds from the sale to extend credit to additional customers
or for other business purposes. The SPE may also enter into a derivative
contract in order to convert the yield or currency of the underlying assets to
match the needs of the SPE's investors or to limit or change the credit risk of
the SPE. The Company may be the counterparty to any such derivative. The
securitization process enhances the liquidity of the financial markets, may
spread credit risk among several market participants, and makes new funds
available to extend credit to consumers and commercial entities.

Citigroup also acts as intermediary or agent for its corporate clients,
assisting them in obtaining sources of liquidity by selling the clients' trade
receivables or other financial assets to an SPE. The Company also securitizes
clients' debt obligations in transactions involving SPEs that issue
collateralized debt obligations. In yet other arrangements, the Company packages
and securitizes assets purchased in the financial markets in order to create new
security offerings for institutional and private bank clients as well as retail
customers. In connection with such arrangements, Citigroup may purchase, and
temporarily hold assets designated for subsequent securitization.

SECURITIZATION OF CITIGROUP'S ASSETS

In certain of these off-balance sheet arrangements, including credit card
receivable and mortgage loan securitizations Citigroup is securitizing assets
that were previously recorded in its Consolidated Statement of Financial
Position.

53

The following table summarizes certain cash flows received from and paid to
securitization trusts during the years ended December 31, 2002, 2001 and 2000:

(1) Other includes corporate debt securities, auto loans, student loans and
other assets.

CREDIT CARD RECEIVABLES

Credit card receivables are securitized through trusts, which are
established to purchase the receivables. Citigroup sells receivables into the
trusts on a non-recourse basis. After securitization of credit card receivables,
the Company continues to maintain credit card customer account relationships and
provides servicing for receivables transferred to the SPE trusts. As a result,
the Company considers both the securitized and unsecuritized credit card
receivables to be part of the business it manages. The documents establishing
the trusts generally require the Company to maintain an ownership interest in
the trusts. The Company also arranges for third parties to provide credit
enhancement to the trusts, including cash collateral accounts, subordinated
securities, and letters of credit. As specified in certain of the sale
agreements, the net revenue with respect to the investors' interest collected by
the trusts each month is accumulated up to a predetermined maximum amount and is
available over the remaining term of that transaction to make payments of
interest to trust investors, fees, and transaction costs in the event that net
cash flows from the receivables are not sufficient. If the net cash flows are
insufficient, Citigroup's loss is limited to its retained interest, consisting
of seller's interest and an interest-only strip that arises from the calculation
of gain or loss at the time receivables are sold to the SPE. When the
predetermined amount is reached, net revenue with respect to the investors'
interest is passed directly to the Citigroup subsidiary that sold the
receivables. Credit card securitizations are revolving securitizations; that is,
as customers pay their credit card balances, the cash proceeds are used to
purchase new receivables and replenish the receivables in the trust. Salomon
Smith Barney is one of several underwriters that distribute securities issued by
the trusts to investors. The Company relies on securitizations to fund
approximately 60% of its Citi Cards business.

At December 31, 2002 and 2001, total assets in the credit card trusts were $84
billion and $87 billion, respectively. Of that amount at December 31, 2002 and
2001, $67 billion and $67 billion, respectively, has been sold to investors via
trust-issued securities, and the remaining seller's interest of $17 billion and
$20 billion, respectively, is recorded in Citigroup's Consolidated Statement of
Financial Position as Consumer Loans. Citigroup retains credit risk on its
seller's interests and reserves for expected credit losses. Amounts receivable
from the trusts were $1.112 billion and $1.098 billion, respectively, and
amounts due to the trusts were $889 million and $701 million, respectively, at
December 31, 2002 and 2001. The Company also recognized an interest-only strip
of $494 million at December 31, 2002 that arose from the calculation of gain or
loss at the time assets were sold to the SPE. During the years ended December
31, 2002 and 2001, finance charges and interchange fees of $10.3 billion and
$10.1 billion, respectively, were collected by the trusts in each year. Also for
the years ended December 31, 2002 and 2001, the trusts recorded $7.2 billion and
$6.5 billion, respectively, in coupon interest paid to third-party investors,
servicing fees, and other costs. Servicing fees of $1.2 billion were earned in
each of 2002 and 2001 and an additional $3.9 billion and $3.6 billion,
respectively, of net cash flows were received by the Company in 2002 and 2001.
In 2002, the Company recorded net gains of $425 million related to the
securitization of credit card receivables as a result of changes in estimates in
the timing of revenue recognition on securitizations.

MORTGAGES AND OTHER ASSETS

The Company provides a wide range of mortgage and other loan products to a
diverse customer base. In addition to providing a source of liquidity and less
expensive funding, securitizing these assets also reduces the Company's credit
exposure to the borrowers. In connection with the securitization of these loans,
the Company may retain servicing rights which entitle the Company to a future
stream of cash flows based on the outstanding principal balances of the loans
and the contractual servicing fee. Failure to service the loans in accordance
with contractual servicing obligations may lead to a termination of the
servicing contracts and the loss of future servicing fees. In non-recourse
servicing, the principal credit risk to the servicer arises from temporary
advances of funds. In recourse servicing, the servicer agrees to share credit
risk with the owner of the mortgage loans, such as FNMA, FHLMC, GNMA, or with a
private investor, insurer or guarantor. The Company's mortgage loan
securitizations are primarily non-recourse, thereby effectively transferring the
risk of future credit losses to the purchasers of the securities issued by the
trust. Home equity loans may be revolving lines of credit under which borrowers
have the right to draw on the line of credit up to their maximum amount for a
specified number of years. In addition to servicing rights, the Company also
retains a residual interest in its home equity, manufactured housing, auto and
student loan securitizations, consisting of seller's interest and interest-only
strips that arise from the calculation of gain or loss at the time assets are
sold to the SPE. The Company recognized gains related to the securitization of
mortgages and other assets of $331 million, $271 million and $172 million in
2002, 2001, and 2000, respectively.

Under generally accepted accounting principles, the assets and
liabilities of these SPEs do not appear in Citigroup's Consolidated Statement
of Financial Position. At December 31, 2002 and 2001 the total amount of
loans securitized and outstanding was $234 billion and $85 billion,
respectively. Servicing rights and other retained interests amounted to $4.4
billion and $3.2 billion at December 31, 2002 and 2001, respectively.

54

SECURITIZATIONS OF CLIENT ASSETS

The Company acts as an intermediary or agent for its corporate clients,
assisting them in obtaining sources of liquidity by selling the clients' trade
receivables or other financial assets to an SPE.

The Company administers several third-party owned, special purpose,
multi-seller finance companies that purchase pools of trade receivables, credit
cards, and other financial assets from third-party clients of the Company. As
administrator, the Company provides accounting, funding, and operations services
to these conduits. The Company has no ownership interest in the conduits. The
clients continue to service the transferred assets. The conduits' asset
purchases are funded by issuing commercial paper and medium-term notes. Clients
absorb the first losses of the conduit by providing collateral in the form of
excess assets. The Company along with other financial institutions provides
liquidity facilities, such as commercial paper backstop lines of credit to the
conduits. The Company also provides second loss enhancement in the form of
letters of credit and other guarantees. All fees are charged on a market basis.
At December 31, 2002 and 2001, total assets in the conduits were $49 billion and
$52 billion, respectively, and liabilities were $49 billion and $52 billion,
respectively. For the year ended December 31, 2002, the Company's revenues for
these activities amounted to $256 million and estimated expenses before taxes
were $51 million. Expenses have been estimated based upon a percentage of
product revenues to business revenues. In addition, the Company participates in
providing liquidity backstop lines of credit to conduits administered by other
financial institutions with assets totaling $2.9 billion at December 31, 2002.

The Company also securitizes clients' debt obligations in transactions
involving SPEs that issue collateralized debt obligations (CDOs). A majority of
the transactions are on behalf of clients where the Company first purchases the
assets at the request of the clients and warehouses them until the
securitization transaction is executed. Other CDOs are structured where the
underlying debt obligations are purchased directly in the open market or from
issuers. Some CDOs have static unmanaged portfolios of assets, while others have
a more actively managed portfolio of financial assets. At December 31, 2002,
there were 46 CDOs with assets amounting to $17 billion. The Company receives
market-rate fees for structuring and distributing the CDO securities to
investors. For the year ended December 31, 2002, the Company's revenues for
these activities were $81 million and estimated expenses before taxes were $16
million. Expenses have been estimated based upon a percentage of product
revenues to business revenues.

In addition to securitizations of mortgage loans originated by the
Company, the Company also securitizes purchased mortgage loans, creating
collateralized mortgage obligations (CMOs) and other mortgage-backed
securities (MBSs) and distributes them to investors. Since January 1, 2000,
the Company has organized 254 mortgage securitizations with assets of $241.3
billion at December 31, 2002. For the year ended December 31, 2002, the
Company's revenues for these activities were $106 million and estimated
expenses before taxes were $34 million. Expenses have been estimated based
upon a percentage of product revenues to total business revenues.

CREATION OF OTHER INVESTMENT AND FINANCING PRODUCTS

The Company packages and securitizes assets purchased in the financial
markets in order to create new security offerings, including hedge funds, mutual
funds, unit investment trusts, and other investment funds, for institutional and
PRIVATE BANK clients as well as retail customers, that match the clients'
investment needs and preferences. The SPEs may be credit-enhanced by excess
assets in the investment pool or by third-party insurers assuming the risks of
the underlying assets, thus reducing the credit risk assumed by the investors
and diversifying investors' risk to a pool of assets as compared with
investments in individual assets. The Company typically manages the SPEs for
market-rate fees. In addition, the Company may be one of several liquidity
providers to the SPEs and may place the securities with investors.

See Note 13 to the Consolidated Financial Statements for additional
information about off-balance sheet arrangements.

CREDIT COMMITMENTS AND LINES OF CREDIT

The table below summarizes Citigroup's credit commitments. Further details are
included in the footnotes.

(1) Credit card lines are unconditionally cancelable by the issuer.
(2) Includes $132 billion and $138 billion with original maturity of less than
one year at December 31, 2002 and 2001, respectively.

See Note 28 to the Consolidated Financial Statements for additional information.

CAPITAL

CITIGROUP INC.

Citigroup is subject to risk-based capital guidelines issued by the Board
of Governors of the Federal Reserve System (FRB). These guidelines are used to
evaluate capital adequacy based primarily on the perceived credit risk
associated with balance sheet assets, as well as certain off-balance sheet
exposures such as unused loan commitments, letters of credit, and derivative and
foreign exchange contracts. The risk-based capital guidelines are supplemented
by a leverage ratio requirement. To be "well capitalized" under Federal bank
regulatory agency definitions, a depository institution must have a Tier 1 ratio
of at least 6%, a combined Tier 1 and Tier 2 ratio of at least

55

10%, and a leverage ratio of at least 5%, and not be subject to a directive,
order, or written agreement to meet and maintain specific capital levels.

CITIGROUP RATIOS

(1) Tier 1 capital divided by adjusted average assets.

Citigroup maintained a strong capital position during 2002. Total capital
(Tier 1 and Tier 2) amounted to $78.3 billion at December 31, 2002, representing
11.25% of risk-adjusted assets. This compares to $75.8 billion and 10.92% at
December 31, 2001. Tier 1 capital of $59.0 billion at December 31, 2002
represented 8.47% of risk-adjusted assets, compared to $58.4 billion and 8.42%
at December 31, 2001. Citigroup's leverage ratio was 5.49% at December 31, 2002,
compared to 5.64% at December 31, 2001. See Note 20 to the Consolidated
Financial Statements.

COMPONENTS OF CAPITAL UNDER REGULATORY GUIDELINES

(1) Tier 1 capital excludes unrealized gains and losses on debt securities
available-for-sale in accordance with regulatory risk-based capital
guidelines. The Federal bank regulatory agencies permit institutions to
include in Tier 2 capital up to 45% of pretax net unrealized holding gains
on available-for-sale equity securities with readily determinable fair
values. Institutions are required to deduct from Tier 1 capital net
unrealized holding losses on available-for-sale equity securities with
readily determinable fair values, net of tax.
(2) Represents investment in certain overseas insurance activities and
unconsolidated banking and finance subsidiaries.
(3) Includable up to 1.25% of risk-adjusted assets. Any excess allowance is
deducted from risk-adjusted assets.
(4) Includes qualifying senior and subordinated debt in an amount not exceeding
50% of Tier 1 capital, and subordinated capital notes subject to certain
limitations.
(5) Includes risk-weighted credit equivalent amounts, net of applicable
bilateral netting agreements, of $31.5 billion for interest rate, commodity
and equity derivative contracts and foreign exchange contracts, as of
December 31, 2002, compared to $26.2 billion as of December 31, 2001.
Market risk-equivalent assets included in risk-adjusted assets amounted to
$30.6 billion and $31.4 billion at December 31, 2002 and 2001,
respectively. Risk-adjusted assets also includes the effect of other
off-balance sheet exposures such as unused loan commitments and letters of
credit and reflects deductions for intangible assets and any excess
allowance for credit losses.

Common stockholders' equity increased a net $5.6 billion during the year to
$85.3 billion at December 31, 2002, representing 7.78% of assets, compared to
$79.7 billion and 7.58% at year-end 2001. The increase in common stockholders'
equity during the year principally reflected net income of $15.3 billion, $3.5
billion in connection with the acquisition of GSB, $2.7 billion related to the
issuance of shares pursuant to employee benefit plans and other activity, and
$0.6 billion related to the after-tax net charge in unrealized gains and losses
on investment securities, cash-flow hedges, and foreign currency translation
adjustments. These increases were offset by the tax-free distribution to
Citigroup's stockholders of a majority portion of Citigroup's remaining
ownership interest in TPC of $7.0 billion, treasury stock acquired of $5.5
billion, dividends declared on common and preferred stock of $3.7 billion, and
the net issuance of restricted stock of $0.3 billion. The increase in the common
stockholders' equity ratio during the year reflected the above items, and was
partially offset by the increase in total assets.

On March 3, 2003, Citigroup and Salomon Smith Barney redeemed, for cash,
all of the Trust Preferred securities of Citigroup Capital IV and SSBH Capital
I, respectively, at the redemption price of $25 per Preferred security plus any
accrued interest and unpaid distributions thereon. On March 3, 2003, Citigroup
redeemed the Series Q and R Preferred Stock.

During July 2002, the Board of Directors granted approval for the
repurchase of an additional $5 billion of Citigroup common stock, continuing the
Company's program of buying back its shares. Under its long-standing repurchase
program, the Company buys back shares in the market from time to time.

The total mandatorily redeemable securities of subsidiary trusts (trust
securities) which qualify as Tier 1 capital at December 31, 2002 and 2001 were
$6.152 billion and $6.725 billion, respectively. The amount outstanding at
December 31, 2002 includes $4.657 billion of parent-obligated securities and
$1.495 billion of subsidiary-obligated securities, and at December 31, 2001
includes $4.85 billion of parent-obligated securities and $2.275 billion of
subsidiary-obligated securities.

Citigroup's subsidiary depository institutions in the United States are
subject to the risk-based capital guidelines issued by their respective primary
Federal bank regulatory agencies, which are generally similar to the FRB's
guidelines. At December 31, 2002, all of Citigroup's subsidiary depository
institutions were "well capitalized" under the Federal bank regulatory agencies'
definitions.

On January 8, 2002, the FRB issued final rules that govern the regulatory
treatment of merchant banking investments and certain similar equity
investments, including investments made by venture capital subsidiaries, in
nonfinancial companies held by bank holding companies with certain exclusions.
The new rules impose a capital charge that would increase in steps as the
banking organization's level of concentration in equity investments increases.
An 8% Tier 1 capital deduction applies on covered investments that in the
aggregate represent up to 15% of an organization's Tier 1 capital. For covered
investments that aggregate more than 25% of the organization's Tier 1 capital, a
top marginal charge of 25% applies. The rules became effective April 1, 2002 and
were adopted for the quarter ended June 30, 2002. The impact of the new rule was
neutral to Citigroup's ratio at December 31, 2002. For the quarter ended
December 31, 2002, the capital ratio impact of the $269 million capital charge
was offset by the $3.4 billion net reduction in risk-adjusted assets for the
nonfinancial equity investments.

56

In December 2001, the Basel Committee on Banking Supervision (Committee)
announced that a new consultative package on the new Basel Capital Accord
(new Accord) would not be issued in early 2002, as previously indicated.
Instead, the Committee will first seek to complete a comprehensive impact
assessment of the draft proposal, after which a new consultative package will
be issued. The Committee launched a Quantitative Impact Study on October 1,
2002 which allowed banks to perform a concrete and comprehensive assessment
of how the Committee's proposal will affect their organization. Banks were
asked to submit their findings by December 20, 2002. The new Accord, which
will apply to all "significant" banks, as well as to holding companies that
are parents of banking groups, is intended to be finalized in the fourth
quarter of 2003, with implementation of the new framework by year-end 2006.
The Company is monitoring the status and progress of the proposed rule.

On November 29, 2001, the FRB issued final rules regarding the regulatory
capital treatment of recourse, direct credit substitutes and residual interest
in asset securitizations. The rules require a deduction from Tier 1 capital for
the amount of credit-enhancing interest-only strips (a type of residual
interest) that exceeds 25% of Tier 1 capital, as well as requiring
dollar-for-dollar capital for residual interests not deducted from Tier 1
capital. These rules, which were fully implemented in the fourth quarter of
2002, reduced Citigroup's Tier 1 Capital Ratio by approximately 15 basis points.

In January 2003, FASB issued final accounting guidance in FIN 46 which
will require the consolidation of certain types of special purpose vehicles
that previously were recorded as off-balance sheet exposures. During 2003,
the Federal bank regulatory agencies are expected to issue guidance
clarifying how this new requirement will be incorporated into the risk-based
capital framework. The Company is monitoring the status and progress of
regulatory adoption of this new rule. See "Significant Accounting Policies
and Significant Estimates" on page 10 and "Consolidation of Variable Interest
Entities" on page 14 in the "Future Applications of Accounting Standards" and
Note 13 to the Consolidated Financial Statements for a discussion of the
Company's FIN 46 implementation.

Additionally, from time to time, the FRB and the FFIEC propose amendments
to, and issue interpretations of, risk-based capital guidelines and reporting
instructions. Such proposals or interpretations could, if implemented in the
future, affect reported capital ratios and net risk-adjusted assets. This
statement is a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act. See "Forward-Looking Statements" on page 36.

CITICORP

The in-country forum for liquidity issues is the ALCO, which includes
senior executives within each country. The ALCO reviews the current and
prospective funding requirements for all businesses and legal entities within
the country, as well as the capital position and balance sheet. All businesses
within the country are represented on the committee with the focal point being
the Country Treasurer. The Citigroup Country Officer and the Country Treasurer
ensure that all funding obligations in each country are met when due. The
Citigroup Corporate Treasurer, in concert with the Country Corporate Officer and
the Regional Market Risk Manager, appoints the Country Treasurer.

Each Country Treasurer must prepare a funding and liquidity plan at least
annually, reviewed by the country ALCO and approved by the Country Corporate
Officer, and the Regional Market Risk Manager. It is also reviewed by the
Citigroup Corporate Treasurer and approved by the independent Senior Treasury
Risk Officer. The liquidity profile is monitored on a daily basis by the local
Treasurer and independent risk management. Limits are established on the extent
to which businesses in a country can take liquidity risk. The size of the limit
depends on the size of the balance sheet, depth of the market, experience level
of local management, the stability of the liabilities, and liquidity of the
assets. Finally, the limits are subject to the evaluation of the entities'
stress test results. Generally, limits are established such that in stress
scenarios, entities need to be self-funded or providers of liquidity to
Citicorp.

Regional Market Risk Managers generally have responsibility for monitoring
liquidity risk across a number of countries within a defined geography. They are
also available for consultation and special approvals, especially in unusual or
volatile market conditions.

Citicorp's assets and liabilities are diversified across many currencies,
geographic areas, and businesses. Particular attention is paid to those
businesses which for tax, sovereign risk, or regulatory reasons cannot be freely
and readily funded in the international markets.

A diversity of funding sources, currencies, and maturities is used to gain
a broad access to the investor base. Citicorp's deposits, which represent 60% of
total funding at December 31, 2002 and 59% of funding at December 31, 2001, are
broadly diversified by both geography and customer segments.

Stockholder's equity, which grew $10.1 billion during the year to $73.5
billion at year-end 2002, continues to be an important component of the overall
funding structure. In addition, long-term debt is issued by Citicorp and its
subsidiaries. Total Citicorp long-term debt outstanding at year-end 2002 was
$78.4 billion, compared with $81.1 billion at year-end 2001.

Asset securitization programs remain an important source of liquidity.
Loans securitized during 2002 included $15.4 billion of U.S. credit cards and
$29.3 billion of U.S. consumer mortgages. As credit card securitization
transactions amortize, newly originated receivables are recorded on Citicorp's
balance sheet and become available for asset securitization. In 2002, the
scheduled amortization of certain credit card securitization transactions made
available $10.6 billion of new receivables. In addition, at least $10.3 billion
of credit card securitization transactions are scheduled to amortize during
2003.

Citicorp is a legal entity separate and distinct from Citibank, N.A. and
its other subsidiaries and affiliates. There are various legal limitations on
the extent to which Citicorp's banking subsidiaries may extend credit, pay
dividends or otherwise supply funds to Citicorp. The approval of the Office of
the Comptroller of the Currency is required if total dividends declared by a
national bank in any calendar year exceed net profits (as defined) for that year
combined with its retained net profits for the preceding two years. In addition,
dividends for such a bank may not be paid in excess of the bank's undivided
profits. State-chartered bank subsidiaries are subject to dividend limitations
imposed by applicable state law.

Citicorp's national and state-chartered bank subsidiaries can declare
dividends to their respective parent companies in 2003, without regulatory
approval, of approximately $6.4 billion, adjusted by the effect of their net
income (loss) for 2003 up to the date of any such dividend declaration. In
determining whether and to what extent to pay dividends, each bank subsidiary
must also consider the effect of dividend payments on applicable risk-based
capital and leverage ratio requirements as well as policy statements of the
Federal regulatory agencies that indicate that banking organizations should
generally pay dividends out of current operating earnings. Consistent

57

with these considerations, Citicorp estimates that its bank subsidiaries can
distribute dividends to Citicorp, directly or through their parent holding
company, of approximately $5.4 billion of the available $6.4 billion,
adjusted by the effect of their net income (loss) up to the date of any such
dividend declaration.

Citicorp also receives dividends from its nonbank subsidiaries. These
nonbank subsidiaries are generally not subject to regulatory restrictions on
their payment of dividends except that the approval of the Office of Thrift
Supervision (OTS) may be required if total dividends declared by a savings
association in any calendar year exceed amounts specified by that agency's
regulations.

Citicorp is subject to risk-based capital and leverage guidelines issued by
the FRB.

CITICORP RATIOS

(1) Tier 1 capital divided by adjusted average assets.

Citicorp maintained a strong capital position during 2002. Total capital
(Tier 1 and Tier 2) amounted to $68.7 billion at December 31, 2002, representing
12.31% of risk-adjusted assets. This compares with $62.9 billion and 12.41% at
December 31, 2001. Tier 1 capital of $45.3 billion at year-end 2002 represented
8.11% of risk-adjusted assets, compared with $42.2 billion and 8.33% at year-end
2001. The Tier 1 capital ratio at year-end 2002 was within Citicorp's target
range of 8.00% to 8.30%. See Note 20 to the Consolidated Financial Statements.

SALOMON SMITH BARNEY HOLDINGS INC. (SALOMON SMITH BARNEY)

Salomon Smith Barney's total assets were $292 billion at December 31, 2002,
compared to $301 billion at year-end 2001. Due to the nature of Salomon Smith
Barney's trading activities, it is not uncommon for asset levels to fluctuate
from period to period. At December 31, 2002, approximately 37% of these assets
represent trading securities and derivatives used for proprietary trading and to
facilitate customer transactions. Approximately 48% of these assets were related
to collateralized financing transactions where securities are bought, borrowed,
sold, and lent in generally offsetting amounts. A significant portion of the
remainder of the assets represented receivables from brokers, dealers, clearing
organizations, and customers that relate to securities transactions in the
process of being settled. The carrying values of the majority of Salomon Smith
Barney's securities inventories are adjusted daily to reflect current prices.
See Notes 1, 6, 7, 8, 9 and 27 to the Consolidated Financial Statements for a
further description of these assets.

Salomon Smith Barney's assets are financed through a number of sources
including long- and short-term unsecured borrowings, the financing transactions
described above, and payables to brokers, dealers, and customers. The highly
liquid nature of these assets provides Salomon Smith Barney with flexibility in
financing and managing its business. Salomon Smith Barney monitors and evaluates
the adequacy of its capital and borrowing base on a daily basis in order to
allow for flexibility in its funding, to maintain liquidity, and to ensure that
its capital base supports the regulatory capital requirements of its
subsidiaries.

Salomon Smith Barney funds its operations through the use of secured and
unsecured short-term borrowings, long-term borrowings and TruPS(R). Secured
short-term financing, including repurchase agreements and secured loans, is
Salomon Smith Barney's principal funding source. Unsecured short-term borrowings
provide a source of short-term liquidity and are also utilized as an alternative
to secured financing when they represent a cheaper funding source. Sources of
short-term unsecured borrowings include commercial paper, unsecured bank
borrowings and letters of credit, deposit liabilities, promissory notes, and
corporate loans. On March 3, 2003, Salomon Smith Barney redeemed, for cash, all
of the Trust Preferred securities of SSBH Capital I at the redemption price of
$25 per Preferred security plus any accrued interest and unpaid distributions
thereon.

Salomon Smith Barney has a $5.0 billion 364-day committed uncollateralized
revolving line of credit with unaffiliated banks. Commitments to lend under this
facility terminate in May 2003. Any borrowings under this facility would mature
in May 2005. Salomon Smith Barney also has a $100 million 364-day facility with
an unaffiliated bank that extends through June 2003, with any borrowings under
this facility maturing in June 2004 and a $100 million 364-day facility that
extends through December 2003. Salomon Smith Barney may borrow under these
revolving credit facilities at various interest rate options (LIBOR or base
rate), and compensates the banks for the facilities through facility fees. At
December 31, 2002, there were no outstanding borrowings under these facilities.
Salomon Smith Barney also has committed long-term financing facilities with
unaffiliated banks. At December 31, 2002, Salomon Smith Barney had drawn down
the full $1.7 billion then available under these facilities. A bank can
terminate its facility by giving Salomon Smith Barney prior notice (generally
one year).

Under all of these facilities, Salomon Smith Barney is required to maintain
a certain level of consolidated adjusted net worth (as defined in the
agreements). At December 31, 2002, this requirement was exceeded by
approximately $4.8 billion. In addition, Salomon Smith Barney also has
substantial borrowing arrangements consisting of facilities that it has been
advised are available, but where no contractual lending obligation exists. These
arrangements are reviewed on an on-going basis to insure flexibility in meeting
Salomon Smith Barney's short-term requirements.

Unsecured term debt is a significant component of Salomon Smith Barney's
long-term capital. Long-term debt totaled $28.9 billion at December 31, 2002 and
$26.8 billion at December 31, 2001. Salomon Smith Barney utilizes interest rate
swaps to convert the majority of its fixed-rate long-term debt used to fund
inventory-related working capital requirements into variable rate obligations.
Long-term debt issuances denominated in currencies other than the U.S. dollar
that are not used to finance assets in the same currency are effectively
converted to U.S. dollar obligations through the use of cross-currency swaps and
forward currency contracts.

Salomon Smith Barney's borrowing relationships are with a broad range of
banks, financial institutions and other firms from which it draws funds. The
volume of borrowings generally fluctuates in response to changes in the level of
financial instruments, commodities and contractual commitments, customer
balances, the amount of reverse repurchase transactions outstanding, and
securities borrowed transactions. As Salomon Smith Barney's activities increase,
borrowings generally increase to fund the

58

additional activities. Availability of financing can vary depending upon market
conditions, credit ratings, and the overall availability of credit to the
securities industry. Salomon Smith Barney seeks to expand and diversify its
funding mix as well as its creditor sources. Concentration levels for these
sources, particularly for short-term lenders, are closely monitored both in
terms of single investor limits and daily maturities.

Salomon Smith Barney monitors liquidity by tracking asset levels,
collateral and funding availability to maintain flexibility to meet its
financial commitments. As a policy, Salomon Smith Barney attempts to maintain
sufficient capital and funding sources in order to have the capacity to finance
itself on a fully collateralized basis in the event that access to unsecured
financing is temporarily impaired. Salomon Smith Barney's liquidity management
process includes a contingency funding plan designed to ensure adequate
liquidity even if access to unsecured funding sources is severely restricted or
unavailable. This plan is reviewed periodically to keep the funding options
current and in line with market conditions. The management of this plan includes
an analysis that is utilized to determine the ability to withstand varying
levels of stress, which could impact Salomon Smith Barney's liquidation horizons
and required margins. In addition, Salomon Smith Barney monitors its leverage
and capital ratios on a daily basis.

THE TRAVELERS INSURANCE COMPANY (TIC)

At December 31, 2002, TIC had $38.8 billion of life and annuity product
deposit funds and reserves. Of that total, $21.8 billion is not subject to
discretionary withdrawal based on contract terms. The remaining $17.0 billion is
for life and annuity products that are subject to discretionary withdrawal by
the contractholder. Included in the amount that is subject to discretionary
withdrawal is $5.7 billion of liabilities that is surrenderable with market
value adjustments. Also included is an additional $5.5 billion of the life
insurance and individual annuity liabilities which is subject to discretionary
withdrawals and an average surrender charge of 4.7%. In the payout phase, these
funds are credited at significantly reduced interest rates. The remaining $5.8
billion of liabilities is surrenderable without charge. More than 10% of this
relates to individual life products. These risks would have to be underwritten
again if transferred to another carrier, which is considered a significant
deterrent against withdrawal by long-term policyholders. Insurance liabilities
that are surrendered or withdrawn are reduced by outstanding policy loans, and
related accrued interest prior to payout.

Scheduled maturities of guaranteed investment contracts (GICs) in 2003,
2004, 2005, 2006 and thereafter are $4.460 billion, $1.542 billion, $1.315
billion, $1.383 billion, and $3.987 billion, respectively. At December 31, 2002,
the interest rates credited on GICs had a weighted average rate of 4.81%.

TIC is subject to various regulatory restrictions that limit the maximum
amount of dividends available to its parent without prior approval of the
Connecticut Insurance Department. A maximum of $966 million of statutory surplus
is available by the end of the year 2003 for such dividends without the prior
approval of the Connecticut Insurance Department.

INSURANCE INDUSTRY -- RISK-BASED CAPITAL

The National Association of Insurance Commissioners (NAIC) adopted
risk-based capital (RBC) requirements for life insurance companies and for
property and casualty insurance companies. The RBC requirements are to be used
as minimum capital requirements by the NAIC and states to identify companies
that merit further regulatory action. The formulas have not been designed to
differentiate among adequately capitalized companies that operate with levels of
capital higher than RBC requirements. Therefore, it is inappropriate and
ineffective to use the formulas to rate or to rank such companies. At December
31, 2002 and 2001, all of the Company's life and property and casualty companies
had adjusted capital in excess of amounts requiring Company or any regulatory
action.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Exchange
Act) as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date). Based on such evaluation, such officers have concluded
that, as of the Evaluation Date, the Company's disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's reports filed or submitted under the
Exchange Act.

CHANGES IN INTERNAL CONTROLS

Since the Evaluation Date, there have not been any significant changes in
the Company's internal controls or in other factors that could significantly
affect such controls.

59

GLOSSARY OF TERMS

60

GLOSSARY OF TERMS (CONTINUED)

61

REPORT OF MANAGEMENT

The management of Citigroup is responsible for the preparation and fair
presentation of the financial statements and other financial information
contained in this annual report. The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles appropriate
in the circumstances. Where amounts must be based on estimates and judgments,
they represent the best estimates and judgments of management. The financial
information appearing throughout this annual report is consistent with that in
the financial statements.

The management of Citigroup is also responsible for maintaining effective
internal control over financial reporting. Management establishes an environment
that fosters strong controls, and it designs business processes to identify and
respond to risk. Management maintains a comprehensive system of controls
intended to ensure that transactions are executed in accordance with
management's authorization, assets are safeguarded, and financial records are
reliable. Management also takes steps to see that information and communication
flows are effective and to monitor performance, including performance of
internal control procedures.

Citigroup's accounting policies and internal control are under the general
oversight of the Board of Directors, acting through the Audit Committee of the
Board. The Committee is composed entirely of independent directors who are not
officers or employees of Citigroup. The Committee reviews reports by internal
audit covering its extensive program of audit and risk reviews worldwide. In
addition, KPMG LLP, independent auditors, are engaged to audit Citigroup's
consolidated financial statements.

KPMG LLP obtains and maintains an understanding of Citigroup's internal
control and procedures for financial reporting and conducts such tests and other
auditing procedures as it considers necessary in the circumstances to express
the opinion in its report that follows. KPMG LLP has full access to the Audit
Committee, with no members of management present, to discuss its audit and its
findings as to the integrity of Citigroup's financial reporting and the
effectiveness of internal control.

Management recognizes that there are inherent limitations in the
effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect to financial
statement preparation. However, management believes that Citigroup maintained
effective internal control over financial reporting as of December 31, 2002.

/s/ Sanford I. Weill

Sanford I. Weill
Chairman and Chief Executive Officer

/s/ Todd S. Thomson

Todd S. Thomson
Chief Financial Officer

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Citigroup Inc.:

We have audited the accompanying consolidated statement of financial
position of Citigroup Inc. and subsidiaries as of December 31, 2002 and 2001,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Citigroup
Inc. and subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, in 2002
the Company changed its methods of accounting for goodwill and intangible assets
and accounting for the impairment or disposal of long-lived assets. Also, as
discussed in Note 1 to the consolidated financial statements, in 2001 the
Company changed its methods of accounting for derivative instruments and hedging
activities, accounting for interest income and impairment on purchased and
retained beneficial interests in securitized financial assets, and accounting
for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001.

/s/ KPMG LLP
New York, New York
February 24, 2003

62

CONSOLIDATED FINANCIAL STATEMENTS

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

See Notes to the Consolidated Financial Statements.

63

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(1) In accordance with GAAP, prior period information has not been restated to
reflect TPC as a discontinued operation. See Note 4 to the Consolidated
Financial Statements.
(2) Reclassified to conform to the 2002 presentation.

See Notes to the Consolidated Financial Statements.

64

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(1) Represents shares previously held by affiliates that have subsequently been
traded on the open market to third parties.
(2) In 2002, primarily represents the $7.0 billion tax-free distribution to
Citigroup's stockholders of a majority portion of Citigroup's remaining
ownership interest in TPC, offset by $0.7 billion for the issuance of
shares in connection with the acquisition of GSB. In 2001, primarily
includes $6.5 billion for the issuance of shares to effect the Banamex
acquisition.
(3) In 2002, primarily represents shares issued in connection with the
acquisition of GSB.
(4) In 2001, refers to the adoption of SFAS 133 and EITF 99-20, resulting in
increases to equity from nonowner sources of $25 million and $93 million,
respectively.

See Notes to the Consolidated Financial Statements.

65

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

See Notes to the Consolidated Financial Statements

66

CITIGROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of Citigroup and
its subsidiaries (the Company). 20%- to 50%-owned affiliates, other than
investments of designated venture capital subsidiaries, are accounted for under
the equity method, and the pro rata share of their income (loss) is included in
other income. Income from investments in less than 20%-owned companies is
generally recognized when dividends are received. Gains and losses on
disposition of branches, subsidiaries, affiliates, buildings, and other
investments and charges for management's estimate of impairment in their value
that is other than temporary, such that recovery of the carrying amount is
deemed unlikely, are included in other income.

The Company recognizes a gain or loss in the Consolidated Statement of
Income when a subsidiary issues its own stock to a third party at a price higher
or lower than the Company's proportionate carrying amount.

On August 20, 2002, Citigroup completed the distribution to its
stockholders of a majority portion of its remaining ownership interest in
Travelers Property Casualty Corp. (TPC) (an indirect wholly owned subsidiary of
Citigroup on December 31, 2001). Following the distribution, Citigroup began
reporting TPC separately as discontinued operations in the Company's
Consolidated Statements of Income and Cash Flows for all periods presented. In
accordance with generally accepted accounting principles (GAAP), the
Consolidated Statement of Financial Position has not been restated. See Note 4
to the Consolidated Financial Statements for additional discussion of
discontinued operations.

Certain amounts in prior years have been reclassified to conform to the
current year's presentation.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities denominated in non-U.S. dollar currencies are
translated into U.S. dollar equivalents using year-end spot foreign exchange
rates. Revenues and expenses are translated monthly at amounts that approximate
weighted average exchange rates, with resulting gains and losses included in
income. The effects of translating operations with a functional currency other
than the U.S. dollar are included in stockholders' equity along with related
hedge and tax effects. The effects of translating operations with the U.S.
dollar as the functional currency, including those in highly inflationary
environments, are included in other income along with related hedge effects.
Hedges of foreign currency exposures include forward currency contracts and
designated issues of non-U.S. dollar debt.

USE OF ESTIMATES

The preparation of the Consolidated Financial Statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the Consolidated Financial Statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

CASH FLOWS

Cash equivalents are defined as those amounts included in cash and due from
banks. Cash flows from risk management activities are classified in the same
category as the related assets and liabilities.

INVESTMENTS

Investments include fixed maturity and equity securities. Fixed maturities
include bonds, notes and redeemable preferred stocks, as well as certain
loan-backed and structured securities subject to prepayment risk. Equity
securities include common and non-redeemable preferred stocks. Fixed maturities
classified as "held to maturity" represent securities that the Company has both
the ability and the intent to hold until maturity and are carried at amortized
cost. Fixed maturity securities and marketable equity securities classified as
"available-for-sale" are carried at fair values, based primarily on quoted
market prices or if quoted market prices are not available, discounted expected
cash flows using market rates commensurate with the credit quality and maturity
of the investment, with unrealized gains and losses and related hedge effects
reported in a separate component of stockholders' equity, net of applicable
income taxes. Declines in fair value that are determined to be other than
temporary are charged to earnings. Accrual of income is suspended on fixed
maturities that are in default, or on which it is likely that future interest
payments will not be made as scheduled. Fixed maturities subject to prepayment
risk are accounted for using the retrospective method, where the principal
amortization and effective yield are recalculated each period based on actual
historical and projected future cash flows. Realized gains and losses on sales
of investments are included in earnings on a specific identified cost basis.

Citigroup's private equity subsidiaries include subsidiaries registered as
Small Business Investment Companies and other subsidiaries that engage
exclusively in venture capital activities. Venture capital investments are
carried at fair value, with changes in fair value recognized in other income.
The fair values of publicly traded securities held by these subsidiaries are
generally based upon quoted market prices. In certain situations, including
thinly traded securities, large-block holdings, restricted shares or other
special situations, the quoted market price is adjusted to produce an estimate
of the attainable fair value for the securities. For securities held by these
subsidiaries that are not publicly traded, estimates of fair value are made
based upon review of the investee's financial results, condition, and prospects,
together with comparisons to similar companies for which quoted market prices
are available.

SECURITIES BORROWED AND SECURITIES LOANED are recorded at the amount of cash
advanced or received. With respect to securities loaned, the Company receives
cash collateral in an amount in excess of the market value of securities loaned.
The Company monitors the market value of securities borrowed and loaned on a
daily basis with additional collateral obtained as necessary. Interest received
or paid is recorded in interest income or interest expense.

REPURCHASE AND RESALE AGREEMENTS are treated as collateralized financing
transactions and are carried at the amounts at which the securities will be
subsequently reacquired or resold, including accrued interest, as specified in
the respective agreements. The Company's policy is to take possession of
securities purchased under agreements to resell. The market value of securities
to be repurchased and resold is monitored, and additional collateral is obtained
where appropriate to protect against credit exposure.

TRADING ACCOUNT ASSETS AND LIABILITIES include securities, commodities and
derivatives and are carried at fair value, which is determined based upon quoted
prices when available, or under an alternative

67

approach, such as matrix or model pricing when market prices are not readily
available. If quoted market prices are not available for fixed maturity
securities, derivatives or commodities, the Company discounts the expected cash
flows using market interest rates commensurate with the credit quality and
duration of the investment. Obligations to deliver securities sold but not yet
purchased are also carried at fair value and included in trading account
liabilities. The determination of fair value considers various factors,
including: closing exchange or over-the-counter market price quotations; time
value and volatility factors underlying options, warrants and derivatives; price
activity for equivalent or synthetic instruments; counterparty credit quality;
the potential impact on market prices or fair value of liquidating the Company's
positions in an orderly manner over a reasonable period of time under current
market conditions; and derivatives transaction maintenance costs during that
period. The fair value of aged inventory is actively monitored and, where
appropriate, is discounted to reflect the implied illiquidity for positions that
have been available-for-immediate-sale for longer than 90 days. Changes in fair
value of trading account assets and liabilities are recognized in earnings.
Interest expense on trading account liabilities is reported as a reduction of
interest revenues.

Commodities include physical quantities of commodities involving future
settlement or delivery, and related gains or losses are reported as principal
transactions.

Derivatives used for trading purposes include interest rate, currency,
equity, credit, and commodity swap agreements, options, caps and floors,
warrants, and financial and commodity futures and forward contracts. The fair
value of derivatives is determined based upon liquid market prices evidenced by
exchange traded prices, broker/dealer quotations or prices of other transactions
with similarly rated counterparties. The fair value includes an adjustment for
individual counterparty credit risk and other adjustments, as appropriate, to
reflect liquidity and ongoing servicing costs. The fair values associated with
derivatives are reported net by counterparty, provided a legally enforceable
master netting agreement exists, and are netted across products and against cash
collateral when such provisions are stated in the master netting agreement.
Derivatives in a net receivable position, as well as options owned and warrants
held, are reported as trading account assets. Similarly, derivatives in a net
payable position, as well as options written and warrants issued, are reported
as trading account liabilities. Revenues generated from derivative instruments
used for trading purposes are reported as principal transactions and include
realized gains and losses, as well as unrealized gains and losses resulting from
changes in the fair value of such instruments. During the fourth quarter of
2002, the Company adopted Emerging Issues Task Force (EITF) Issue No. 02-3,
"Issues Involved in Accounting for Derivative Contracts Held for Trading
Purposes and Contracts Involved in Energy Trading and Risk Management
Activities" (EITF 02-3). Under EITF 02-3, recognition of a trading profit at
inception of a derivative transaction is prohibited unless the fair value of
that derivative is obtained from a quoted market price, supported by comparison
to other observable market transactions, or based upon a valuation technique
incorporating observable market data.

COMMISSIONS, UNDERWRITING AND PRINCIPAL TRANSACTIONS revenues and related
expenses are recognized in income on a trade date basis.

CONSUMER LOANS includes loans managed by the Global Consumer business and
PRIVATE BANK. Consumer loans are generally written off not later than a
predetermined number of days past due primarily on a contractual basis, or
earlier in the event of bankruptcy. The number of days is set at an appropriate
level by loan product and by country. The policy for suspending accruals of
interest on consumer loans varies depending on the terms, security and loan loss
experience characteristics of each product, and in consideration of write-off
criteria in place.

CORPORATE LOANS represent loans and leases managed by Global Corporate and
Investment Bank (GCIB), Global Investment Management's LIFE INSURANCE AND
ANNUITIES business and Proprietary Investment Activities. Corporate loans are
identified as impaired and placed on a cash (nonaccrual) basis when it is
determined that the payment of interest or principal is doubtful of collection,
or when interest or principal is past due for 90 days or more, except when the
loan is well secured and in the process of collection. In the case of
CitiCapital, loans and leases are identified as impaired when interest or
principal is past due no later than 120 days but interest ceases to accrue at 90
days. Any interest accrued on impaired corporate loans and leases, including
CitiCapital, is reversed at 90 days and charged against current earnings, and
interest is thereafter included in earnings only to the extent actually received
in cash. When there is doubt regarding the ultimate collectibility of principal,
all cash receipts are thereafter applied to reduce the recorded investment in
the loan. Impaired corporate loans and leases are written down to the extent
that principal is judged to be uncollectible. Impaired collateral-dependent
loans and leases where repayment is expected to be provided solely by the sale
of the underlying collateral and there are no other available and reliable
sources of repayment are written down to the lower of cost or collateral value.
Cash-basis loans are returned to an accrual status when all contractual
principal and interest amounts are reasonably assured of repayment and there is
a sustained period of repayment performance in accordance with the contractual
terms.

LEASE FINANCING TRANSACTIONS

Loans include the Company's share of aggregate rentals on lease financing
transactions and residual values net of related unearned income. Lease financing
transactions substantially represent direct financing leases and also include
leveraged leases. Unearned income is amortized under a method which results in
an approximate level rate of return when related to the unrecovered lease
investment. Gains and losses from sales of residual values of leased equipment
are included in other income.

SECURITIZATIONS

Citigroup securitizes, sells and services various consumer and corporate
loans. Interest in the securitized and sold loans may be retained in the form of
subordinated interest-only strips, subordinated tranches, spread accounts and
servicing rights. The securitization of consumer loans primarily includes the
sale of credit card receivables and mortgage loans. The Company retains a
seller's interest in the credit card receivables transferred to the trust, which
is not in securitized form. Accordingly, the seller's interest is carried on a
historical cost basis and classified as consumer loans. Retained interests in
securitized mortgage loans are classified as available-for-sale investments.
Other retained interests are primarily recorded as available-for-sale
investments. Gains or losses on securitization and sale depend in part on the
previous carrying amount of the loans involved in the transfer and are

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allocated between the loans sold and the retained interests based on their
relative fair values at the date of sale. Gains are recognized at the time of
securitization and are reported in other income.

The Company values its securitized retained interests at fair value using
either financial models, quoted market prices or sales of similar assets. Where
quoted market prices are generally not available, the Company estimates the fair
value of these retained interests by determining the present value of future
expected cash flows using modeling techniques that incorporate management's best
estimates of key assumptions, including payment speeds, credit losses and
discount rates.

For each securitization entity with which the Company is involved, the
Company makes a determination of whether the entity should be considered a
subsidiary of the Company and be included in the Company's Consolidated
Financial Statements or whether the entity is sufficiently independent that it
does not need to be consolidated. If the securitization entity's activities are
sufficiently restricted to meet certain accounting requirements to be a
qualifying special purpose entity, the securitization entity is not consolidated
by Citigroup as seller of the transferred assets. For all other securitizations
in which Citigroup participates, an evaluation is made of whether the Company
controls the entity by considering several factors, including how much of the
entity's ownership is in the hands of third-party investors, who controls the
securitization entity, and who reaps the rewards and bears the risks of the
entity. Only securitization entities controlled by Citigroup are consolidated.

For a transfer of financial assets to be considered a sale: financial
assets transferred by the Company must have been isolated from the seller, even
in bankruptcy or other receivership; the purchaser must have the right to sell
the assets transferred, or the purchaser must be a qualifying special purpose
entity meeting certain significant restrictions on its activities, whose
investors have the right to sell their ownership interests in the entity; and
the seller does not continue to control the assets transferred through an
agreement to repurchase them or have a right to cause the assets to be returned
(known as a call option). A transfer of financial assets that meets the sale
requirements is removed from the Company's Consolidated Statement of Financial
Position. If the conditions for sale are not met, the transfer is considered to
be a secured borrowing, the asset remains on the Company's Consolidated
Statement of Financial Position and the proceeds are recognized as the Company's
liability.

In determining whether financial assets transferred have, in fact, been
isolated from the Company, an opinion of legal counsel is generally obtained for
complex transactions or where the Company has continuing involvement with the
assets transferred or with the securitization entity. For sale treatment to be
appropriate, those opinions must state that the asset transfer would be
considered a sale and that the assets transferred would not be consolidated with
the Company's other assets in the event of the Company's insolvency.

In the case of asset transfers to certain master trust securitization entities,
the Company has until no later than June 30, 2006 to make the changes needed in
the master trusts' organizational structure and governing documents that are
necessary to meet these isolation requirements.

MORTGAGE SERVICING RIGHTS (MSRs), which are included with intangible assets on
the Consolidated Statement of Financial Position, are recognized as assets when
purchased or when the Company sells or securitizes loans acquired through
purchase or origination and retains the right to service the loans. Servicing
rights retained in the securitization of mortgage loans are measured by
allocating the carrying value of the loans between the assets sold and the
interests retained, based on the relative fair values at the date of
securitization. The fair values are determined using internally developed
assumptions comparable to quoted market prices. MSRs are amortized using a
proportionate cash flow method over the period of the related net positive
servicing income to be generated from the various portfolios purchased or loans
originated. The Company periodically estimates the fair value of MSRs by
discounting projected net servicing cash flows of the remaining servicing
portfolio considering market loan prepayment predictions and other economic
factors. Impairment of MSRs is evaluated on a disaggregated basis by type (i.e.,
fixed rate or adjustable rate) and by interest rate band, which are believed to
be the predominant risk characteristics of the Company's servicing portfolio.
Any excess of the carrying value of the capitalized servicing rights over the
fair value by stratum is recognized through a valuation allowance for each
stratum and charged to the provision for impairment on MSRs.

LOANS HELD-FOR-SALE

Credit card and other receivables and mortgage loans originated for sale
are classified as loans held-for-sale, which are accounted for at the lower of
cost or market value in other assets with net credit losses charged to other
income.

ALLOWANCE FOR CREDIT LOSSES represents management's estimate of probable losses
inherent in the portfolio. Attribution of the allowance is made for analytical
purposes only, and the entire allowance is available to absorb probable credit
losses inherent in the portfolio including unfunded commitments. Additions to
the allowance are made by means of the provision for credit losses. Credit
losses are deducted from the allowance, and subsequent recoveries are added.
Securities received in exchange for loan claims in debt restructurings are
initially recorded at fair value, with any gain or loss reflected as a recovery
or charge-off to the allowance, and are subsequently accounted for as securities
available-for-sale.

In the corporate portfolio, larger-balance, non-homogeneous exposures
representing significant individual credit exposures are evaluated based upon
the borrower's overall financial condition, resources, and payment record; the
prospects for support from any financially responsible guarantors; and, if
appropriate, the realizable value of any collateral. Reserves are established
for these loans based upon an estimate of probable losses for individual
larger-balance, non-homogeneous loans deemed impaired. This estimate considers
all available evidence including, as appropriate, the present value of the
expected future cash flows discounted at the loan's contractual effective rate,
the secondary market value of the loan and the fair value of collateral. The
allowance for credit losses attributed to the remaining portfolio is established
via a process that estimates the probable loss inherent in the portfolio based
upon various statistical analyses. These analyses consider historical and
projected default rates and loss severities; internal risk ratings; and
geographic, industry, and other environmental factors. Management also considers
overall portfolio indicators including trends in internally risk-rated
exposures, classified exposures, cash-basis loans, historical and forecasted
write-offs, and a review of industry, geographic, and portfolio concentrations,
including current developments within those segments. In addition, management
considers the current business strategy and credit process, including credit
limit setting and compliance, credit approvals, loan underwriting criteria, and
loan workout procedures.

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Each portfolio of smaller-balance, homogeneous loans, including consumer
mortgage, installment, revolving credit and most other consumer loans, is
collectively evaluated for impairment. The allowance for credit losses
attributed to these loans is established via a process that estimates the
probable losses inherent in the portfolio, based upon various statistical
analyses. These include migration analysis, in which historical delinquency
and credit loss experience is applied to the current aging of the portfolio,
together with analyses that reflect current trends and conditions. Management
also considers overall portfolio indicators including historical credit
losses, delinquent, non-performing and classified loans, and trends in
volumes and terms of loans; an evaluation of overall credit quality and the
credit process, including lending policies and procedures; and economic,
geographical, product and other environmental factors.

This evaluation includes an assessment of the ability of borrowers with
foreign currency obligations to obtain the foreign currency necessary for
orderly debt servicing.

GOODWILL represents an acquired company's acquisition cost less the fair value
of net tangible and intangible assets. Goodwill related to purchase acquisitions
completed prior to June 30, 2001 was amortized on a straight-line basis over its
estimated useful life through the end of 2001. Effective January 1, 2002,
amortization ceased on this goodwill. Goodwill related to purchase acquisitions
completed after June 30, 2001, principally Banamex, Golden State and EAB (as
described in Note 3 to the Consolidated Financial Statements), is not amortized.
Goodwill is subject to annual impairment tests whereby goodwill is allocated to
the Company's reporting units and an impairment is deemed to exist if the
carrying value of a reporting unit exceeds its estimated fair value.
Furthermore, on any business dispositions, goodwill is allocated to the business
disposed of based on the ratio of the fair value of the business disposed of to
the fair value of the reporting unit.

INTANGIBLE ASSETS, including MSRs, core deposit intangibles, present value of
future profits, purchased credit card relationships, other customer
relationships, and other intangible assets are amortized over their estimated
useful lives unless they are deemed to have indefinite useful lives. With the
adoption of SFAS 142, intangible assets deemed to have indefinite useful lives,
primarily certain asset management contracts and trade names, are not amortized
and are subject to annual impairment tests. An impairment exists if the carrying
value of the indefinite-lived intangible asset exceeds its fair value. The
accounting for mortgage servicing rights is discussed above. For other
intangible assets subject to amortization, an impairment is recognized if the
carrying amount is not recoverable and the carrying amount exceeds the fair
value of the intangible asset.

REPOSSESSED ASSETS

Upon repossession, loans are adjusted, if necessary, to the estimated fair
value of the underlying collateral and transferred to Repossessed Assets, which
is reported in other assets net of a valuation allowance for selling costs and
net declines in value as appropriate.

RISK MANAGEMENT ACTIVITIES - DERIVATIVES USED FOR NON-TRADING PURPOSES

The Company manages its exposures to market rate movements outside its
trading activities by modifying the asset and liability mix, either directly or
through the use of derivative financial products including interest rate swaps,
futures, forwards, and purchased option positions such as interest rate caps,
floors, and collars as well as foreign exchange contracts. These end-user
derivatives are carried at fair value in other assets or other liabilities.

To qualify as a hedge, the hedge relationship is designated and formally
documented at inception detailing the particular risk management objective and
strategy for the hedge which includes the item and risk that is being hedged and
the derivative that is being used, as well as how effectiveness is being
assessed. A derivative must be highly effective in accomplishing the objective
of offsetting either changes in fair value or cash flows for the risk being
hedged. The effectiveness of these hedging relationships is evaluated on a
retrospective and prospective basis typically using quantitative measures of
correlation. If a hedge relationship is found to be ineffective, it no longer
qualifies as a hedge and any excess gains or losses attributable to such
ineffectiveness, as well as subsequent changes in fair value, are recognized in
other income.

The foregoing criteria are applied on a decentralized basis, consistent
with the level at which market risk is managed, but are subject to various
limits and controls. The underlying asset, liability, firm commitment or
forecasted transaction may be an individual item or a portfolio of similar
items.

For fair value hedges, in which derivatives hedge the fair value of assets,
liabilities or firm commitments, changes in the fair value of derivatives are
reflected in other income, together with changes in the fair value of the
related hedged item. The net amount, representing hedge ineffectiveness, is
reflected in current earnings. Citigroup's fair value hedges are primarily the
hedges of fixed-rate long-term debt, loans and available-for-sale securities.

For cash flow hedges, in which derivatives hedge the variability of cash
flows related to floating rate assets, liabilities or forecasted transactions,
the accounting treatment depends on the effectiveness of the hedge. To the
extent these derivatives are effective in offsetting the variability of the
hedged cash flows, changes in the derivatives' fair value will not be included
in current earnings but are reported as other changes in stockholders' equity
from nonowner sources. These changes in fair value will be included in earnings
of future periods when earnings are also affected by the variability of the
hedged cash flows. To the extent these derivatives are not effective, changes in
their fair values are immediately included in other income. Citigroup's cash
flow hedges primarily include hedges of floating rate credit card receivables
and loans, rollovers of commercial paper and foreign currency denominated
funding. Cash flow hedges also include hedges of certain forecasted transactions
up to a maximum tenor of 30 years, although a substantial majority of the
maturities is under five years.

For net investment hedges, in which derivatives hedge the foreign currency
exposure of a net investment in a foreign operation, the accounting treatment
will similarly depend on the effectiveness of the hedge. The effective portion
of the change in fair value of the derivative, including any forward premium or
discount, is reflected in other changes in stockholders' equity from nonowner
sources as part of the foreign currency translation adjustment.

End-user derivatives that are economic hedges rather than qualifying as
hedges are also carried at fair value with changes in value included either as
an element of the yield or return on the economically hedged item or in other
income.

For those hedge relationships that are terminated, hedge designations that
are removed, or forecasted transactions that are no longer expected to occur,
the hedge accounting treatment described in the paragraphs above is no longer
applied. The end-user derivative is terminated or transferred to the trading
account. For fair value hedges, any changes to the hedged item remain as part of
the basis of the asset or liability and are ultimately reflected

70

as an element of the yield. For cash flow hedges, any changes in fair value
of the end-user derivative remain in other changes in stockholders' equity
from nonowner sources and are included in earnings of future periods when
earnings are also affected by the variability of the hedged cash flows. If
the forecasted transaction is no longer likely to occur, any changes in fair
value of the end-user derivative are immediately reflected in other income.

Prior to the adoption of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), on January 1, 2001 (see
Accounting Changes below), end-user derivatives designated in qualifying hedges
were accounted for consistent with the risk management strategy as follows.
Amounts payable and receivable on interest rate swaps and options were accrued
according to the contractual terms and included in the related revenue and
expense category as an element of the yield on the associated instrument
(including the amortization of option premiums). Amounts paid or received over
the life of futures contracts were deferred until the contract was closed;
accumulated deferred amounts on futures contracts and amounts paid or received
at settlement of forward contracts were accounted for as elements of the
carrying value of the associated instrument, affecting the resulting yield.
End-user contracts related to instruments carried at fair value were also
carried at fair value, with amounts payable and receivable accounted for as an
element of the yield on the associated instrument. When related to securities
available-for-sale, fair value adjustments were reported in stockholders'
equity, net of tax.

If an end-user derivative contract was terminated, any resulting gain or
loss was deferred and amortized over the original term of the agreement provided
that the effectiveness criteria had been met. If the underlying designated items
were no longer held, or if an anticipated transaction was no longer likely to
occur, any previously unrecognized gain or loss on the derivative contract was
recognized in earnings and the contract was accounted for at fair value with
subsequent changes recognized in earnings.

Foreign exchange contracts which qualified as hedges of foreign currency
exposures, including net capital investments outside the U.S., were revalued at
the spot rate with any forward premium or discount recognized over the life of
the contract in interest revenue or interest expense. Gains and losses on
foreign exchange contracts which qualified as a hedge of a firm commitment were
deferred and recognized as part of the measurement of the related transaction,
unless deferral of a loss would have led to recognizing losses on the
transaction in later periods.

INSURANCE PREMIUMS from long-duration contracts, principally life insurance, are
earned when due. Premiums from short-duration insurance contracts, principally
credit life and accident and health policies, are earned over the related
contract period.

DEFERRED POLICY ACQUISITION COSTS (DAC), included in other assets, represent the
costs of acquiring new business, principally commissions, certain underwriting
and agency expenses and the cost of issuing policies.

For traditional life and health business, including term insurance, DAC is
amortized over the premium-paying periods of the related policies, in proportion
to the ratio of the annual premium revenue to the total anticipated premium
revenue in accordance with SFAS No. 60, "Accounting and Reporting by Insurance
Enterprises," generally over 5-20 years. Assumptions as to the anticipated
premiums are made at the date of policy issuance or acquisition and are
consistently applied over the life of the policy.

For universal life and corporate-owned life insurance products, DAC is
amortized at a constant rate based upon the present value of estimated gross
profits expected to be realized in accordance with SFAS No. 97, "Accounting and
Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for
Realized Gains and Losses from Sale of Investments," generally over 16-25 years.
Actual profits can vary from management's estimates resulting in increases or
decreases in the rate of amortization. Changes in estimates of gross profits
result in retrospective adjustments to earnings by a cumulative charge or credit
to income.

For deferred annuities, both fixed and variable, and payout annuities, DAC
is amortized employing a level effective yield methodology in accordance with
SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases," generally
over 10-15 years. An amortization rate is developed using the outstanding DAC
balance and projected account balances and is applied to actual account balances
to determine the amount of DAC amortization. The projected account balances are
derived using a model that includes assumptions related to investment returns
and persistency. The model rate is evaluated periodically, at least annually,
and the actual rate is reset and applied prospectively resulting in a new
amortization pattern over the remaining estimated life of the business.

Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
recoverable, are charged to expense. All other acquisition expenses are charged
to operations as incurred.

PRESENT VALUE OF FUTURE PROFITS, included in intangible assets, represents the
actuarially determined present value of anticipated profits to be realized from
life and accident and health business on insurance in force at the date of the
Company's acquisition of insurance businesses using the same assumptions that
were used for computing related liabilities where appropriate. The present value
of future profits is amortized over the contract period using current interest
crediting rates to accrete interest and using amortization methods based on the
specified products. Traditional life insurance is amortized over the period of
anticipated premiums; universal life in relation to estimated gross profits; and
annuity contracts employing a level effective yield methodology. The value of
present value of future profits is reviewed periodically for recoverability to
determine if any adjustment is required.

SEPARATE AND VARIABLE ACCOUNTS primarily represent funds for which investment
income and investment gains and losses accrue directly to, and investment risk
is borne by, the contractholders. Each account has specific investment
objectives. The assets of each account are legally segregated and are not
subject to claims that arise out of any other business of the Company. The
assets of these accounts are generally carried at market value. Amounts assessed
to the contractholders for management services are included in revenues.
Deposits, net investment income and realized investment gains and losses for
these accounts are excluded from revenues, and related liability increases are
excluded from benefits and expenses.

INSURANCE POLICY AND CLAIMS RESERVES represent liabilities for future insurance
policy benefits. Insurance reserves for traditional life insurance, annuities,
and accident and health policies have been computed based upon mortality,
morbidity, persistency and interest rate assumptions (ranging from 2.0% to 9.0%,
with a weighted average rate of 7.1% for annuity products, and 2.5% to 7.0%,
with a weighted average interest rate of 6.0% for life products) applicable to
these coverages, including adverse deviation.

71

These assumptions consider Company experience and industry standards and may be
revised if it is determined that future experience will differ substantially
from that previously assumed.

Property-casualty reserves related to the operations of TPC which was
distributed to shareholders during 2002 (see Note 4 to the Consolidated
Financial Statements), included unearned premiums representing the unexpired
portion of policy premiums, and estimated provisions for both reported and
unreported claims incurred and related expenses.

In determining insurance policy reserves, the Company performs a continuing
review of its overall position, its reserving techniques and its reinsurance.
The reserves are also reviewed periodically by a qualified actuary employed by
the Company. Since the reserves are based on estimates, the ultimate liability
may be more or less than such reserves. The effects of changes in such estimated
reserves are included in the results of operations in the period in which the
estimates are changed. Such changes may be material to the results of operations
and could occur in a future period.

CONTRACTHOLDER FUNDS represent receipts from the issuance of universal life,
pension investment and certain deferred annuity contracts. Such receipts are
considered deposits on investment contracts that do not have substantial
mortality or morbidity risk. Account balances are increased by deposits received
and interest credited and are reduced by withdrawals, mortality charges and
administrative expenses charged to the contractholders. Calculations of
contractholder account balances for investment contracts reflect lapse,
withdrawal and interest rate assumptions (ranging from 1.5% to 10.0%, with a
weighted average rate of 4.9% for annuity products, and 4.1% to 6.6% with a
weighted average interest rate of 5.0% for life products), based on contract
provisions, the Company's experience and industry standards. Contractholder
funds also include other funds that policyholders leave on deposit with the
Company.

EMPLOYEE BENEFITS EXPENSE includes prior and current service costs of pension
and other postretirement benefit plans, which are accrued on a current basis,
contributions and unrestricted awards under other employee plans, the
amortization of restricted stock awards, and costs of other employee benefits.

STOCK-BASED COMPENSATION

Prior to January 1, 2003, Citigroup applied Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), and related
interpretations in accounting for its stock-based compensation plans. Under APB
25, there is generally no charge to earnings for employee stock option awards
because the options granted under these plans have an exercise price equal to
the market value of the underlying common stock on the grant date.
Alternatively, SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS
123), allows companies to recognize compensation expense over the related
service period based on the grant date fair value of the stock award. Under both
methods, upon issuance of previously unissued shares under employee plans,
proceeds received in excess of par value are credited to additional paid-in
capital. Upon issuance of treasury shares, the difference between the proceeds
received and the average cost of treasury shares is recorded in additional
paid-in capital. Under both methods, the dilutive effect of outstanding options
is reflected as additional share dilution in the computation of earnings per
share. On January 1, 2003, the Company adopted SFAS 123.

Had the Company applied SFAS 123 in accounting for the Company's stock
option plans, net income and net income per share would have been the pro forma
amounts indicated below:

INCOME TAXES

Deferred taxes are recorded for the future tax consequences of events
that have been recognized in the financial statements or tax returns, based
upon enacted tax laws and rates. Deferred tax assets are recognized subject
to management's judgment that realization is more likely than not. The
Company and its wholly owned domestic subsidiaries file a consolidated
Federal income tax return. Associates First Capital Corporation filed
separate consolidated Federal income tax returns prior to the merger.

EARNINGS PER COMMON SHARE is computed after recognition of preferred stock
dividend requirements. Basic earnings per share is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period, excluding restricted stock. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised and has been computed after
giving consideration to the weighted average dilutive effect of the Company's
convertible securities, common stock warrants, stock options and the shares
issued under the Company's Capital Accumulation Program and other restricted
stock plans.

ACCOUNTING CHANGES

ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS

In the fourth quarter of 2002, the Company adopted SFAS No. 147,
"Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS 147 requires
that business combinations involving depository financial institutions within
its scope, except for combinations between mutual institutions, be accounted for
under SFAS 141. Previously, generally accepted accounting principles for
acquisitions of financial institutions provided for recognition of the excess of
the fair value of liabilities assumed over the fair value of tangible and
identifiable intangible assets acquired as an unidentifiable intangible asset.
Under SFAS 147, such excess is accounted for as goodwill. The impact of adopting
SFAS 147 did not materially affect the Consolidated Financial Statements.

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Effective July 1, 2001, the Company adopted the provisions of SFAS 141 and
certain provisions of SFAS 142 as required for goodwill and intangible assets

72

resulting from business combinations consummated after June 30, 2001. The new
rules required that all business combinations consummated after June 30, 2001
be accounted for under the purchase method. The nonamortization provisions of
the new rules affecting goodwill and intangible assets deemed to have
indefinite lives were effective for all purchase business combinations
completed after June 30, 2001.

On January 1, 2002, Citigroup adopted the remaining provisions of SFAS 142,
when the rules became effective for calendar year companies. Under the new
rules, effective January 1, 2002, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized, but are subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful
lives.

The Company has performed the required impairment tests of goodwill and
indefinite-lived intangible assets and there was no impairment of goodwill. The
initial adoption resulted in a cumulative adjustment of $47 million after-tax
recorded as a charge to earnings related to the impairment of certain intangible
assets.

TRANSFERS AND SERVICING OF FINANCIAL ASSETS

In September 2000, FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, a replacement
of FASB Statement No. 125" (SFAS 140).

In July 2001, FASB issued Technical Bulletin No. 01-1, "Effective Date for
Certain Financial Institutions of Certain Provisions of Statement 140 Related to
the Isolation of Transferred Assets."

Certain provisions of SFAS 140 require that the structure for transfers of
financial assets to certain securitization vehicles be modified to comply with
revised isolation guidance for institutions subject to receivership by the
Federal Deposit Insurance Corporation. These provisions are effective for
transfers taking place after December 31, 2001, with an additional transition
period ending no later than September 30, 2006 for transfers to certain master
trusts. It is not expected that these provisions will materially affect the
financial statements. SFAS 140 also provides revised guidance for an entity to
be considered a qualifying special purpose entity.

IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

On January 1, 2002, Citigroup adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144), when the rule became
effective for calendar year companies. SFAS 144 establishes additional criteria
as compared to existing generally accepted accounting principles to determine
when a long-lived asset is held-for-sale. It also broadens the definition of
"discontinued operations," but does not allow for the accrual of future
operating losses, as was previously permitted. The impact of adopting SFAS 144
was not material.

ADOPTION OF EITF 02-3

During the fourth quarter of 2002, the Company adopted EITF Issue No. 02-3,
"Issues Involved in Accounting for Derivative Contracts Held for Trading
Purposes and Contracts Involved in Energy Trading and Risk Management
Activities" (EITF 02-3). Under EITF 02-3, recognition of a trading profit at
inception of a derivative transaction is prohibited unless the fair value of
that derivative is obtained from a quoted market price, supported by comparison
to other observable market transactions, or based upon a valuation technique
incorporating observable market data. The initial adoption of EITF 02-3 in the
fourth quarter of 2002 was not material to the Company's Consolidated Financial
Statements for the year ended December 31, 2002. FASB continues to discuss the
ongoing impact of EITF 02-3 on the valuation of derivative transactions
subsequent to inception.

ADOPTION OF EITF 99-20

During the second quarter of 2001, the Company adopted EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets" (EITF 99-20). EITF 99-20
provides new guidance regarding income recognition and identification and
determination of impairment on certain asset-backed securities. The initial
adoption resulted in a cumulative adjustment of $116 million after-tax, recorded
as a charge to earnings, and an increase of $93 million included in other
changes in stockholders' equity from nonowner sources.

DERIVATIVES AND HEDGE ACCOUNTING

On January 1, 2001, Citigroup adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). This Statement
changed the accounting treatment of derivative contracts (including foreign
exchange contracts) that are employed to manage risk outside of Citigroup's
trading activities, as well as certain derivative instruments embedded in other
contracts. SFAS 133 requires that all derivatives be recorded on the balance
sheet at their fair value. The treatment of changes in the fair value of
derivatives depends on the character of the transaction, including whether it
has been designated and qualifies as part of a hedging relationship. The
majority of Citigroup's derivatives are entered into for trading purposes and
were not impacted by the adoption of SFAS 133. The cumulative effect of adopting
SFAS 133 at January 1, 2001 was an after-tax charge of $42 million included in
net income and an increase of $25 million included in other changes in
stockholders' equity from nonowner sources.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

STOCK-BASED COMPENSATION

On January 1, 2003, the Company adopted the fair value recognition
provisions of SFAS 123, prospectively for all awards granted, modified, or
settled after December 31, 2002. The prospective method is one of the adoption
methods provided for under SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" issued in December 2002. SFAS 123
requires that compensation cost for all stock awards be calculated and
recognized over the service period (generally equal to the vesting period). This
compensation cost is determined using option pricing models, intended to
estimate the fair value of the awards at the grant date. Similar to APB 25, the
alternative method of accounting, an offsetting increase to stockholders' equity
under SFAS 123 is recorded equal to the amount of compensation expense charged.
Earnings per share dilution is recognized as well.

Assuming a three-year vesting provision for options, the estimated impact
of this change will be approximately $0.03 per diluted share in 2003 and, when
fully phased in over the next three years, approximately $0.06 per diluted share
annually.

The Company has made changes to various stock-based compensation plan
provisions for future awards. For example, the vesting period and the term of
stock options granted in 2003 have been shortened to three and six years,
respectively. In addition, the sale of underlying shares acquired through the
exercise of options granted after December 31, 2002 will be restricted for a

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two-year period. The existing stock ownership commitment for senior executives
will continue, under which such executives must retain 75% of the shares they
own and acquire from the Company over the term of their employment. Original
option grants in 2003 and thereafter will not have a reload feature; however,
previously granted options will retain that feature. Other changes also may be
made that may impact the SFAS 123 adoption estimates disclosed above.

COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On January 1, 2003, Citigroup adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires that
a liability for costs associated with exit or disposal activities, other than in
a business combination, be recognized when the liability is incurred. Previous
generally accepted accounting principles provided for the recognition of such
costs at the date of management's commitment to an exit plan. In addition, SFAS
146 requires that the liability be measured at fair value and be adjusted for
changes in estimated cash flows. The provisions of the new standard are
effective for exit or disposal activities initiated after December 31, 2002. It
is not expected that SFAS 146 will materially affect the financial statements.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES

In January 2003, the FASB released FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). This Interpretation
changes the method of determining whether certain entities, including
securitization entities, should be included in the Company's Consolidated
Financial Statements. An entity is subject to FIN 46 and is called a variable
interest entity (VIE) if it has (1) equity that is insufficient to permit the
entity to finance its activities without additional subordinated financial
support from other parties, or (2) equity investors that cannot make significant
decisions about the entity's operations, or that do not absorb the expected
losses or receive the expected returns of the entity. All other entities are
evaluated for consolidation under SFAS No. 94, "Consolidation of All
Majority-Owned Subsidiaries." A VIE is consolidated by its primary beneficiary,
which is the party involved with the VIE that has a majority of the expected
losses or a majority of the expected residual returns or both.

The provisions of FIN 46 are to be applied immediately to VIEs created
after January 31, 2003, and to VIEs in which an enterprise obtains an interest
after that date. For VIEs in which an enterprise holds a variable interest that
it acquired before February 1, 2003, FIN 46 applies in the first fiscal period
beginning after June 15, 2003. For any VIEs that must be consolidated under FIN
46 that were created before February 1, 2003, the assets, liabilities and
noncontrolling interest of the VIE would be initially measured at their carrying
amounts with any difference between the net amount added to the balance sheet
and any previously recognized interest being recognized as the cumulative effect
of an accounting change. If determining the carrying amounts is not practicable,
fair value at the date FIN 46 first applies may be used to measure the assets,
liabilities and noncontrolling interest of the VIE. FIN 46 also mandates new
disclosures about VIEs, some of which are required to be presented in financial
statements issued after January 31, 2003.

The Company is evaluating the impact of applying FIN 46 to existing VIEs in
which it has variable interests and has not yet completed this analysis. The
Company is considering restructuring alternatives that would enable certain VIEs
to meet the criteria for non-consolidation. However, at this time, it is
anticipated that the effect on the Company's Consolidated Statement of Financial
Position could be an increase of $55 billion to assets and liabilities,
primarily due to several multi-seller finance companies administered by the
Company and certain structured investment vehicles if these non-consolidation
alternatives are not viable. If consolidation is required, the future viability
of these businesses will be assessed. As we continue to evaluate the impact of
applying FIN 46, additional entities may be identified that would need to be
consolidated by the Company. See Note 13 to the Consolidated Financial
Statements.

GUARANTEES AND INDEMNIFICATIONS

In November 2002, FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45), which requires that, for
guarantees within the scope of FIN 45 issued or amended after December 31, 2002,
a liability for the fair value of the obligation undertaken in issuing the
guarantee be recognized. FIN 45 also requires additional disclosures in
financial statements for periods ending after December 15, 2002. Accordingly,
these new disclosures are included in Note 28 to the Consolidated Financial
Statements. It is not expected that the recognition and measurement provisions
of FIN 45 will have a material effect on the Company's financial position or
operating results.

2. GOODWILL AND INTANGIBLE ASSETS

Net income and earnings per share for 2001 and 2000 adjusted to exclude
amortization expense (after-tax) related to goodwill and indefinite-lived
intangible assets that are no longer amortized are as follows:

(1) Includes goodwill amortization related to discontinued operations of $79
million and $78 million in 2001 and 2000, respectively. The goodwill
amortization related to discontinued operations represents $0.02 per share
for each of 2001 and 2000 on a basic and diluted basis.

During 2002, no goodwill was impaired or written off. The Company recorded
goodwill of $4.385 billion during the fourth quarter of 2002 in connection with
the acquisition of Golden State Bancorp. The Company also recorded goodwill of
$41 million during the 2002 second quarter and $74 million during the 2002 first
quarter in connection with the consumer finance acquisitions of Marufuku Co.,
Ltd. and Taihei Co., Ltd., respectively, in Japan. Additionally, in February
2002, Banamex completed the purchase of the remaining 48% interest in Seguros
Banamex, a life insurance business, and AFORE Banamex, a pension fund management
business, from AEGON for $1.24 billion which resulted in additional goodwill of
$1.14 billion in the Global Investment Management segment.

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The changes in goodwill during 2002 were as follows:

(1) Discontinued operations represents the Company's property and casualty
insurance business. See Note 4 to the Consolidated Financial Statements.
(2) Other changes in goodwill include foreign exchange effects on
non-dollar-denominated goodwill, purchase accounting adjustments and
certain other reclassifications.

At December 31, 2002, $1.240 billion of the Company's acquired intangible
assets, including $770 million of asset management and administration contracts,
$425 million of trade names and $45 million of other intangible assets, were
considered to be indefinite-lived and not subject to amortization. All other
acquired intangible assets are subject to amortization.

The components of intangible assets were as follows:

(1) Accumulated amortization of mortgage servicing rights includes the related
valuation allowance. See Note 13 to the Consolidated Financial Statements.
(2) Includes contract-related intangible assets.

The intangible assets recorded during 2002 and their respective amortization
periods were as follows:

(1) Mortgage servicing rights acquired during 2002 will be amortized on an
accelerated basis over 30 years, the contractual life of certain underlying
loans. The majority of these mortgage servicing rights will be amortized
within five years.
(2) Present value of future profits acquired during 2002 will be amortized on
an accelerated basis over 22 years.
(3) There was no significant residual value estimated for the intangible assets
recorded during 2002.

Intangible assets amortization expense was $858 million and $897 million
for 2002 and 2001, respectively. Intangible assets amortization expense is
estimated to be $980 million in 2003, $830 million in 2004, $750 million in
2005, $670 million in 2006, and $610 million in 2007.

3. BUSINESS DEVELOPMENTS

ACQUISITION OF GOLDEN STATE BANCORP

On November 6, 2002, Citigroup completed its acquisition of 100% of Golden State
Bancorp (GSB) in a transaction in which Citigroup paid approximately $2.3
billion in cash and issued 79.5 million Citigroup common shares. The total
transaction value of approximately $5.8 billion was based on the average prices
of Citigroup shares, as adjusted for the effect of the TPC distribution, for the
two trading days before and after May 21, 2002, the date the terms of the
acquisition were agreed to and announced. The results of GSB are included from
November 2002 forward. GSB was the parent company of California Federal Bank,
the second-largest thrift in the U.S. and, through its First Nationwide Mortgage
business, the eighth-largest mortgage servicer. The acquisition enabled the
Company to increase market share and branch presence in California and Nevada.
In addition, the acquisition enabled Citigroup to expand its national prime
mortgage business.

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ACQUISITION OF BANAMEX

In August 2001, Citicorp completed its acquisition of Grupo Financiero
Banamex-Accival (Banamex), a leading Mexican financial institution, for
approximately $12.5 billion in cash and Citigroup stock. On September 24, 2001,
Citicorp became the holder of 100% of the issued and outstanding ordinary shares
of Banamex following a share redemption by Banamex. Banamex's and Citicorp's
banking operations in Mexico have been integrated and conduct business under the
"Banamex" brand-name.

ACQUISITION OF EAB

On July 17, 2001, Citibank completed its acquisition of European American Bank
(EAB), a New York State-chartered bank, for $1.6 billion plus the assumption of
$350 million in EAB preferred stock.

ACQUISITION OF ASSOCIATES

On November 30, 2000, Citigroup Inc., completed its acquisition of Associates
First Capital Corporation (Associates). The acquisition was consummated through
a merger of a subsidiary of Citigroup with and into Associates (with Associates
as the surviving corporation) pursuant to which each share of Associates common
stock became a right to receive .7334 of a share of Citigroup Inc. common stock
(534.5 million shares). Subsequent to the acquisition, Associates was
contributed to and became a wholly owned subsidiary of Citicorp and Citicorp
issued a full and unconditional guarantee of the outstanding long-term debt
securities and commercial paper of Associates. Associates' debt securities and
commercial paper are no longer separately rated. The acquisition was accounted
for as a pooling of interests.

4. DISCONTINUED OPERATIONS

Travelers Property Casualty Corp. (TPC) (an indirect wholly owned subsidiary of
Citigroup on December 31, 2001) sold 231 million shares of its class A common
stock representing approximately 23.1% of its outstanding equity securities in
an initial public offering (IPO) on March 27, 2002. In 2002, Citigroup
recognized an after-tax gain of $1.158 billion as a result of the IPO. In
connection with the IPO, Citigroup entered into an agreement with TPC that
provides that, in any fiscal year in which TPC records asbestos-related income
statement charges in excess of $150 million, net of any reinsurance, Citigroup
will pay to TPC the amount of any such excess up to a cumulative aggregate of
$520 million after-tax. A portion of the gross IPO gain was deferred to offset
any payments arising in connection with this agreement. In the 2002 fourth
quarter, $159 million was paid pursuant to this agreement. Notice was received
in January 2003 requesting the remaining $361 million.

On August 20, 2002, Citigroup completed the distribution to its
stockholders of a majority portion of its remaining ownership interest in TPC
(the distribution). This non-cash distribution was tax-free to Citigroup, its
stockholders and TPC. The distribution was treated as a dividend to stockholders
for accounting purposes that reduced Citigroup's Additional Paid-In Capital by
approximately $7.0 billion. Following the distribution, Citigroup remains a
holder of approximately 9.9% of TPC's outstanding equity securities which are
carried at fair value in the Proprietary Investment Activities segment and
classified as available-for-sale within Investments on the Consolidated
Statement of Financial Position. The Company is required to sell these
securities within five years of the distribution in order to maintain the
tax-free status.

Following the August 20, 2002 distribution, the results of TPC were
reported in the Company's Consolidated Statements of Income and Cash Flows
separately as discontinued operations. In accordance with GAAP, the Consolidated
Statement of Financial Position has not been restated. TPC represented the
primary vehicle by which Citigroup engaged in the property and casualty
insurance business.

Summarized financial information for discontinued operations is as follows:

The following is a summary of the assets and liabilities of discontinued
operations as of August 20, 2002, the date of the distribution:

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5. BUSINESS SEGMENT INFORMATION

Citigroup is a diversified bank holding company whose businesses provide a broad
range of financial services to consumer and corporate customers around the
world. The Company's activities are conducted through the Global Consumer,
Global Corporate and Investment Bank, Private Client Services, Global Investment
Management, and Proprietary Investment Activities business segments. These
segments reflect the characteristics of its products and services and the
clients to which those products or services are delivered.

The Global Consumer segment includes a global, full-service consumer
franchise delivering a wide array of banking, lending, insurance and investment
services through a network of local branches, offices and electronic delivery
systems.

The businesses included in the Company's Global Corporate and Investment
Bank segment provide corporations, governments, institutions, and investors in
over 100 countries and territories with a broad range of banking and financial
products and services.

The Private Client Services segment provides investment advice, financial
planning and brokerage services to affluent individuals, small and mid-size
companies, non-profits and large corporations. In addition, Private Client
Services provides independent client-focused research to individuals and
institutions around the world.

The Global Investment Management segment offers a broad range of life
insurance, annuity and asset management products and services from global
investment centers around the world, including individual annuity, group
annuity, individual life insurance products, corporate-owned life insurance
(COLI) products, mutual funds, closed-end funds, managed accounts, unit
investment trusts, variable annuities, pension administration, and personalized
wealth management services distributed to institutional, high-net-worth, and
retail clients.

The Proprietary Investment Activities segment includes the Company's
venture capital activities, realized investment gains and losses from certain
insurance-related investments, results from certain proprietary investments
and the results of certain investments in countries that refinanced debt
under the 1989 Brady Plan or plans of a similar nature. Corporate/Other
includes net corporate treasury results, corporate staff and other corporate
expenses, certain intersegment eliminations, and the remainder of
Internet-related development activities, and taxes not allocated to the other
business segments. The accounting policies of these reportable segments are
the same as those disclosed in Note 1 to the Consolidated Financial
Statements.

The following table presents certain information regarding the Company's
continuing operations by segment:

(1) Includes total revenues, net of interest expense, in the United States of
$47.4 billion, $42.7 billion, and $41.7 billion, in Mexico of $4.2 billion,
$2.3 billion, and $603 million and in Japan of $4.3 billion, $4.0 billion,
and $3.7 billion in 2002, 2001, and 2000, respectively. There were no other
individual foreign countries that were material to total revenues, net of
interest expense.
(2) For 2002, Global Consumer, Global Corporate and Investment Bank, and Global
Investment Management results reflect after-tax restructuring-related
charges (credits) of ($10) million, ($8) million, and $8 million,
respectively. For 2001, Global Consumer, Global Corporate and Investment
Bank, Private Client Services, Global Investment Management, and
Corporate/Other results reflect after-tax restructuring-related charges and
merger-related costs of $127 million, $136 million, $6 million, $16
million, and ($3) million, respectively. For 2000, Global Consumer, Global
Corporate and Investment Bank, Global Investment Management, and
Corporate/Other results reflect after-tax restructuring-related charges of
$144 million, $105 million, $11 million, and $249 million, respectively.
(3) Includes provisions for benefits, claims and credit losses in the Global
Consumer results of $7.9 billion, $6.1 billion, and $5.1 billion, in the
Global Corporate and Investment Bank results of $2.8 billion, $1.5 billion,
and $947 million, in the Global Investment Management results of $2.7
billion, $2.8 billion, and $2.4 billion, and in the Corporate/Other results
of ($21) million, ($8) million, and $38 million for 2002, 2001, and 2000,
respectively. Includes provision for credit losses in the Private Client
Services results of $6 million in 2002 and $4 million in 2001. Includes
provision for credit losses in the Proprietary Investment Activities
results of $31 million in 2002 and $7 million in 2000.
(4) For 2002, the Company recognized after-tax charges of $47 million for the
cumulative effect of accounting changes related to the implementation of
SFAS 142. For 2001, the Company recognized after-tax charges of $42 million
and $116 million for the cumulative effect of accounting changes related to
the implementation of SFAS 133 and EITF 99-20, respectively.
(5) Excludes identifiable assets related to discontinued operations totaling
$56 billion and $55 billion at December 31, 2001 and 2000, respectively.
See Note 4 to the Consolidated Financial Statements.
(6) Private Client Services is a newly formed segment which includes the
Private Client Group and Global Equity Research and is marketed under the
Smith Barney name.

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6. INVESTMENTS

(1) Reclassified to conform to the 2002 presentation.

The amortized cost and fair value of investments in fixed maturities and equity
securities at December 31, were as follows:

(1) Reclassified to conform to the 2002 presentation.
(2) Recorded at amortized cost.
(3) Includes non-marketable equity securities carried at cost, which are
reported in both the amortized cost and fair value columns.

The following table presents the amortized cost, fair value, and average
yield on amortized cost of fixed maturity securities by contractual maturity
dates as of December 31, 2002:

(1) Includes mortgage-backed securities of U.S. Federal agencies.
(2) Investments with no stated maturities are included as contractual
maturities of greater than 10 years. Actual maturities may differ due to
call or prepayment rights.
(3) Includes foreign government, U.S. corporate, mortgage-backed securities
issued by U.S. corporations, and other debt securities. Yields reflect the
impact of local interest rates prevailing in countries outside the U.S.

The following table presents interest and dividends on investments:

The following table presents realized gains and losses on investments:

(1) Includes net realized gains/(losses) related to insurance subsidiaries'
sale of OREO and mortgage loans of ($8) million, $8 million, and $52
million in 2002, 2001, and 2000, respectively.

The following table presents venture capital investment gains and losses:

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7. FEDERAL FUNDS, SECURITIES BORROWED, LOANED, AND SUBJECT TO REPURCHASE
AGREEMENTS

Federal funds sold and securities borrowed or purchased under agreements to
resell, at their respective carrying values, consisted of the following at
December 31:

Federal funds purchased and securities loaned or sold under agreements to
repurchase, at their respective carrying values, consisted of the following at
December 31:

The resale and repurchase agreements represent collateralized financing
transactions used to generate net interest income and facilitate trading
activity. These instruments are collateralized principally by government and
government agency securities and generally have terms ranging from overnight to
up to a year. It is the Company's policy to take possession of the underlying
collateral, monitor its market value relative to the amounts due under the
agreements, and, when necessary, require prompt transfer of additional
collateral or reduction in the balance in order to maintain contractual margin
protection. In the event of counterparty default, the financing agreement
provides the Company with the right to liquidate the collateral held. Resale
agreements and repurchase agreements are reported net by counterparty, when
applicable, pursuant to FASB Interpretation No. 41, "Offsetting of Amounts
Related to Certain Repurchase and Reverse Repurchase Agreements" (FIN 41).
Excluding the impact of FIN 41, resale agreements totaled $155.4 billion and
$141.2 billion at December 31, 2002 and 2001, respectively.

Deposits paid for securities borrowed (securities borrowed) and deposits
received for securities loaned (securities loaned) are recorded at the amount of
cash advanced or received and are collateralized principally by government and
government agency securities, corporate debt and equity securities. Securities
borrowed transactions require the Company to deposit cash with the lender. With
respect to securities loaned, the Company receives cash collateral in an amount
generally in excess of the market value of securities loaned. The Company
monitors the market value of securities borrowed and securities loaned daily,
and additional collateral is obtained as necessary. Securities borrowed and
securities loaned are reported net by counterparty, when applicable, pursuant to
FASB Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts"
(FIN 39).

8. BROKERAGE RECEIVABLES AND BROKERAGE PAYABLES

The Company has receivables and payables for financial instruments purchased
from and sold to brokers and dealers and customers. The Company is exposed to
risk of loss from the inability of brokers and dealers or customers to pay for
purchases or to deliver the financial instrument sold, in which case the Company
would have to sell or purchase the financial instruments at prevailing market
prices. Credit risk is reduced to the extent that an exchange or clearing
organization acts as a counterparty to the transaction.

The Company seeks to protect itself from the risks associated with
customer activities by requiring customers to maintain margin collateral in
compliance with regulatory and internal guidelines. Margin levels are monitored
daily, and customers deposit additional collateral as required. Where customers
cannot meet collateral requirements, the Company will liquidate sufficient
underlying financial instruments to bring the customer into compliance with the
required margin level.

Exposure to credit risk is impacted by market volatility, which may impair
the ability of clients to satisfy their obligations to the Company. Credit
limits are established and closely monitored for customers and brokers and
dealers engaged in forward and futures and other transactions deemed to be
credit sensitive.

Brokerage receivables and brokerage payables, which arise in the normal
course of business, consisted of the following at December 31:

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9. TRADING ACCOUNT ASSETS AND LIABILITIES

Trading account assets and liabilities, at market value, consisted of the
following at December 31:

(1) Net of master netting agreements.

10. TRADING-RELATED REVENUE

Trading-related revenue consists of principal transactions revenues and net
interest revenue associated with trading activities. Principal transactions
revenues consist of realized and unrealized gains and losses from trading
activities. The following table presents trading related revenue for the years
ended December 31:

(1) Includes revenues from government securities and corporate debt, municipal
securities, preferred stock, mortgage securities, and other debt
instruments. Also includes spot and forward trading of currencies and
exchange-traded and over-the-counter (OTC) currency options, options on
fixed income securities, interest rate swaps, currency swaps, swap options,
caps and floors, financial futures, OTC options and forward contracts on
fixed income securities.
(2) Includes revenues from common and convertible preferred stock, convertible
corporate debt, equity-linked notes, and exchange-traded and OTC equity
options and warrants.
(3) Includes revenues from foreign exchange spot, forward, option and swap
contracts.
(4) Primarily includes revenues from the results of Phibro Inc. (Phibro), which
trades crude oil, refined oil products, natural gas, electricity, metals,
and other commodities. Also includes revenues related to arbitrage
strategies.

The following table reconciles principal transactions revenues on the
Consolidated Statement of Income to trading-related revenue for the years ended
December 31:

11. LOANS

(1) Reclassified to conform to the 2002 presentation.
(2) Loans secured primarily by real estate.
(3) Includes loans not otherwise separately categorized.

Impaired loans are those on which Citigroup believes it is not probable
that it will be able to collect all amounts due according to the contractual
terms of the loan, excluding smaller-balance homogeneous loans that are
evaluated collectively for impairment, and are carried on a cash basis.
Valuation allowances for these loans are estimated considering all available
evidence including, as appropriate, the present value of the expected future
cash flows discounted at the loan's contractual effective rate, the secondary

80

market value of the loan and the fair value of collateral. The following table
presents information about impaired loans:

(1) Reclassified to conform to the 2002 presentation.
(2) Primarily middle market loans managed by the consumer business in 2002 and
2001. Primarily commercial real estate loans related to community and
private banking activities in 2000.
(3) Included in the allowance for credit losses.

12. ALLOWANCE FOR CREDIT LOSSES

(1) Includes amounts recorded under credit default swaps purchased from third
parties.
(2) 2002 primarily includes the addition of $452 million of credit loss
reserves related to the acquisition of GSB. 2001 primarily includes the
addition of credit loss reserves related to the acquisitions of Banamex and
EAB. 2000 also includes the addition of allowance for credit losses related
to other acquisitions. All periods also include the impact of foreign
currency translation.
(3) Represents additional reserves recorded as other liabilities on the balance
sheet.

13. SECURITIZATION ACTIVITIES

Citigroup and its subsidiaries securitize primarily credit card receivables
and mortgages. Other types of assets securitized include corporate debt
securities, home equity loans, auto loans and student loans.

After securitizations of credit card receivables, the Company continues
to maintain credit card customer account relationships and provides servicing
for receivables transferred to the trusts. The Company also arranges for
third parties to provide credit enhancement to the trusts, including cash
collateral accounts, subordinated securities and letters of credit. As
specified in certain of the sale agreements, the net revenue collected each
month is accumulated up to a predetermined maximum amount, and is available
over the remaining term of that transaction to make payments of yield, fees,
and transaction costs in the event that net cash flows from the receivables
are not sufficient. When the predetermined amount is reached, net revenue is
passed directly to the Citigroup subsidiary that sold the receivables.

The Company provides a wide range of mortgage and other loan products to a
diverse customer base. In connection with these loans, the Company may retain
servicing rights which entitle the Company to a future stream of cash flows
based on the outstanding principal balances of the loans and the contractual
servicing fee. Failure to service the loans in accordance with contractual
requirements may lead to a termination of the servicing rights and the loss of
future servicing fees. In non-recourse servicing, the principal credit risk to
the servicer is the cost of temporary advances of funds. In recourse servicing,
the servicer agrees to share credit risk with the owner of the mortgage loans
such as FNMA or FHLMC or with a private investor, insurer or guarantor. Losses
on recourse servicing occur primarily when foreclosure sale proceeds of the
property underlying a defaulted mortgage are less than the outstanding principal
balance and accrued interest of the loan and the cost of holding and disposing
of the underlying property.

The Company also originates and sells first mortgage loans in the ordinary
course of its mortgage banking activities. The Company sells certain of these
loans to the Government National Mortgage Association (GNMA) with the servicing
rights retained. GNMA has the primary recourse obligation on the individual
loans; however, GNMA's recourse obligation is capped at a fixed amount per loan.
Any losses above that fixed amount are borne by Citigroup as the
seller/servicer.

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The following table summarizes certain cash flows received from and paid to
securitization trusts during 2002, 2001 and 2000:

(1) Other includes corporate debt securities, auto loans, student loans and
other assets.

The Company recognized gains on securitizations of mortgages of $296
million, $271 million, and $79 million for 2002, 2001, and 2000, respectively.
In 2002, the Company recorded net gains of $425 million related to the
securitization of credit card receivables as a result of changes in estimates in
the timing of revenue recognition on securitizations. Gains recognized on the
securitization of other assets during 2002 and 2000 were $35 million and $93
million, respectively, and no gains were recognized in 2001.

Key assumptions used for credit cards, mortgages and other assets during
2002 in measuring the fair value of retained interests at the date of sale or
securitization follow:

(1) Other includes student loans and other assets.

As required by SFAS 140, the effect of two negative changes in each of the
key assumptions used to determine the fair value of retained interests must be
disclosed. The negative effect of each change in each assumption must be
calculated independently, holding all other assumptions constant. Because the
key assumptions may not in fact be independent, the net effect of simultaneous
adverse changes in the key assumptions may be less than the sum of the
individual effects shown below.

At December 31, 2002, the key assumptions used to value retained interests
and the sensitivity of the fair value to adverse changes of 10% and 20% in each
of the key assumptions were as follows:

MANAGED LOANS

The Company continues to manage certain credit card portfolios after they have
been securitized. The following table presents the total loan amounts managed,
the portion of those portfolios securitized, and delinquencies (loans which are
90 days or more past due) at December 31, 2002 and 2001, and credit losses, net
of recoveries, for 2002, 2001 and 2000.

(1) Includes loans held-for-sale.

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SERVICING RIGHTS

The fair value of capitalized mortgage loan servicing rights was $1.6 billion
and $1.2 billion at December 31, 2002 and 2001, respectively. The following
table summarizes the changes in capitalized mortgage servicing rights (MSR):

(1) The valuation allowance on capitalized MSRs was $1.3 billion, $153 million,
$19 million, and $15 million at December 31, 2002, 2001, 2000 and 1999,
respectively. Additionally, the provision for impairment was $4 million for
2000.
(2) The Company utilizes various financial instruments including swaps, option
contracts, futures, principal only securities and forward rate agreements
to manage and reduce its exposure to changes in the value of MSRs. The
provision for impairment does not include the impact of these instruments
which serve to protect the overall economic value of the MSRs.

VARIABLE INTEREST ENTITIES

FIN 46 introduces a new concept of a variable interest entity (VIE), which
is defined as an entity (1) that has a total equity investment at risk that is
not sufficient to finance its activities without additional subordinated
financial support from other parties, or (2) where the group of equity owners
does not have the ability to make significant decisions about the entity's
activities through voting or similar rights, or the obligation to absorb the
entity's expected losses, or the right to receive the entity's expected residual
returns. FIN 46 exempts certain entities from its scope. These exemptions
include: transferors to qualifying special-purpose entities (QSPEs) meeting the
requirements of SFAS 140 and all other parties to a QSPE, unless those parties
can unilaterally liquidate the QSPE or change the entity so that it no longer
qualifies as a QSPE; investment companies registered under the Investment
Company Act of 1940 (RIC) will not consolidate any entity that is not also a
RIC; employee benefit plans accounted for under the SFAS No. 87, "Employers'
Accounting for Pensions," SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and SFAS No. 112, " Employers'
Accounting for Postemployment Benefits"; and separate accounts of life insurance
entities. The Company's securitizations of credit card receivables, mortgage
loans, home equity, auto and student loans use trust arrangements that meet the
specified conditions of SFAS 140 to be considered QSPEs. Accordingly, these
trusts are not subject to the provisions of FIN 46.

The Company is a party to numerous entities that may be considered to be
VIEs. These include multi-seller finance companies, collateralized debt
obligations (CDOs), structured finance transactions, and various investment
funds. The Company acts as intermediary or agent for its corporate clients,
assisting them in obtaining sources of liquidity, by selling the clients' trade
receivables or other financial assets to a VIE.

The Company administers several third-party owned, special purpose,
multi-seller finance companies (commercial paper conduits) that purchase
pools of trade receivables, credit cards, and other financial assets from
third-party clients of the Company. As administrator, the Company provides
accounting, funding, and operations services to these conduits. The Company
has no ownership interest in the conduits. The clients continue to service
the transferred assets. The conduits' asset purchases are funded by issuing
commercial paper and medium-term notes. Clients absorb the first losses of
the conduit by providing collateral in the form of excess assets. The Company
along with other financial institutions provides liquidity facilities, such
as commercial paper backstop lines of credit to the conduits. The Company
also provides second loss enhancement in the form of letters of credit and
other guarantees. At December 31, 2002 and 2001, total assets of the conduits
were $49 billion and $52 billion, respectively, and liabilities were $49
billion and $52 billion, respectively. In addition, the Company participates
in providing liquidity backstop lines of credit to conduits administered by
other financial institutions with assets totaling $2.9 billion at December 31,
2002.

The Company also securitizes clients' debt obligations in transactions
involving SPEs that issue collateralized debt obligations (CDOs). A majority of
the transactions are on behalf of clients where the Company first purchases the
assets at the request of the clients and warehouses them until the
securitization transaction is executed. Other CDOs are structured where the
underlying debt obligations are purchased directly in the open market or from
issuers. Some CDOs have static unmanaged portfolios of assets, while others have
a more actively managed portfolio of financial assets. At December 31, 2002,
assets of CDOs amounted to $17 billion. The Company receives fees for
structuring and distributing the CDO securities to investors.

In addition to securitizations of mortgage loans originated by the Company,
the Company also securitizes purchased mortgage loans, creating collateralized
mortgage obligations (CMOs) and other mortgage-backed securities (MBSs) and
distributes them to investors. Since January 1, 2000, the Company has organized
254 mortgage securitizations with assets of $241.3 billion at December 31, 2002.
The trusts used in these securitizations meet the conditions of QSPEs and are,
therefore, not considered to be VIEs.

CREATION OF OTHER INVESTMENT AND FINANCING PRODUCTS

The Company packages and securitizes assets purchased in the financial
markets in order to create new security offerings for institutional and
private bank clients as well as retail customers, including hedge funds,
mutual funds, unit investment trusts, and other investment funds that match
the clients' investment needs and preferences. The funds may be
credit-enhanced by excess assets in the investment pool or by third-party
insurers assuming the risks of the underlying assets, thus reducing the
credit risk assumed by the investors and diversifying investors' risk to a
pool of assets as compared with investments in individual assets. In a
limited number of cases, the Company may guarantee the return of principal to
investors. The Company typically manages the funds for market-rate fees. In
addition, the Company may be one of several liquidity providers to the funds
and may place the securities with investors. Many investment funds are
organized as RICs, corporations or partnerships with sufficient capital to
fund their operations without additional credit support. Accordingly, the
Company expects that many of these funds will ultimately be determined not to
be VIEs.

The Company has also established a number of investment funds as
opportunities for qualified employees to invest in venture capital investments.
The Company acts as investment manager to these funds and may provide employees
with financing on both a recourse and non-recourse basis for a portion of the
employees' investment commitments.

The Company also creates VIEs to facilitate financing transactions for
clients. These transactions include leasing, capital structuring, and trust

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preferred entities. At December 31, 2002, such transactions involved VIEs with
approximately $36.6 billion in assets.

The following table summarizes the Company's involvement in VIEs by
business segment at December 31, 2002 both as direct participant or structurer:

BUSINESS SEGMENTS

(1) Global Consumer includes five VIEs with assets of $1.8 billion that are
consolidated at December 31, 2002.
(2) Global Corporate and Investment Bank includes 482 VIEs with assets of $11.0
billion that are consolidated at December 31, 2002.
(3) Many investment funds are organized as RICs, corporations or partnerships
with sufficient capital to fund their operations without additional credit
support. Accordingly, the Company expects that many of these funds will
ultimately be determined not to be VIEs.
(4) Global Investment Management includes three VIEs with assets of $3.0
billion that are consolidated at December 31, 2002.
(5) Proprietary Investment Activities includes two VIEs with assets of $0.8
billion that are consolidated at December 31, 2002.

Some of the Company's private equity subsidiaries may invest in venture
capital entities that may also be subject to this interpretation and are not
included in the table above. The Company may, along with other financial
institutions, provide liquidity facilities, such as commercial paper backstop
lines of credit to the VIEs. The Company may be a party to derivative contracts
with VIEs, may provide second loss enhancement in the form of letters of credit
and other guarantees to the VIEs, and may also have an ownership interest in
certain VIEs. At December 31, 2002, the Company's maximum exposure to loss as a
result of its involvement with VIEs is approximately $63 billion. For this
purpose, maximum exposure is considered to be the notional amounts of credit
lines, guarantees, other credit support, and liquidity facilities, the notional
amounts of credit default swaps and certain total return swaps, and the amount
invested where Citigroup has an ownership interest in the VIEs. In addition, the
Company may be a party to other derivative contracts with VIEs. However, actual
losses are not expected to be material. Exposures that are considered to be
guarantees are also included in Note 28 to the Consolidated Financial
Statements.

14. DEBT

INVESTMENT BANKING AND BROKERAGE BORROWINGS

Investment banking and brokerage borrowings and the corresponding weighted
average interest rates at December 31 are as follows:

Investment banking and brokerage borrowings are short-term in nature and
include commercial paper, bank borrowings and other borrowings used to finance
the operations of Salomon Smith Barney Holdings Inc. (Salomon Smith Barney),
including the securities settlement process. Outstanding bank borrowings include
both U.S. dollar- and non-U.S. dollar-denominated loans. The non-U.S. dollar
loans are denominated in various currencies including the Japanese yen, the
Euro, and U.K. sterling. All of the commercial paper outstanding at December 31,
2002 and 2001 was U.S. dollar- denominated.

Salomon Smith Barney has a $5.0 billion 364-day committed uncollateralized
revolving line of credit with unaffiliated banks. Commitments to lend under this
facility terminate in May 2003. Any borrowings under this facility would mature
in May 2005. Salomon Smith Barney also has a $100 million 364-day facility with
an unaffiliated bank that extends through June 2003, with any borrowings under
this facility maturing in June 2004 and a $100 million 364-day facility that
extends through December 2003. Salomon Smith Barney may borrow under these
revolving credit facilities at various interest rate options (LIBOR or base
rate) and compensates the banks for the facilities through facility fees. At
December 31, 2002, there were no outstanding borrowings under these facilities.
Salomon Smith Barney also has committed long-term financing facilities with
unaffiliated banks. At December 31, 2002, Salomon Smith Barney had drawn down
the full $1.7 billion then available under these facilities. A bank can
terminate its facility by giving Salomon Smith Barney prior notice (generally
one year).

Under all of these facilities, Salomon Smith Barney is required to maintain
a certain level of consolidated adjusted net worth (as defined in the
agreements). At December 31, 2002, this requirement was exceeded by
approximately $4.8 billion. In addition, Salomon Smith Barney also has
substantial borrowing arrangements consisting of facilities that it has been
advised are available, but where no contractual lending obligation exists. These
arrangements are reviewed on an on-going basis to insure flexibility in meeting
Salomon Smith Barney's short-term requirements.

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SHORT-TERM BORROWINGS

At December 31, short-term borrowings consisted of commercial paper and other
borrowings with weighted average interest rates as follows:

Citigroup, Citicorp and certain other subsidiaries issue commercial paper
directly to investors. Citigroup and Citicorp, both of which are bank holding
companies, maintain combined liquidity reserves of cash, securities, and unused
bank lines of credit to support their combined outstanding commercial paper.

Borrowings under bank lines of credit may be at interest rates based on
LIBOR, CD rates, the prime rate or bids submitted by the banks. Each company
pays its banks commitment fees for its lines of credit.

Citicorp, Salomon Smith Barney, and some of their nonbank subsidiaries have
credit facilities with Citicorp's subsidiary banks, including Citibank, N.A.
Borrowings under these facilities must be secured in accordance with Section 23A
of the Federal Reserve Act.

Citigroup has unutilized bilateral committed revolving credit facilities in
the amount of $2.5 billion that expire on various dates in 2003. Under these
facilities the Company is required to maintain a certain level of consolidated
stockholders' equity (as defined in the agreements). The Company exceeded this
requirement by approximately $62 billion at December 31, 2002.

Associates, a subsidiary of Citicorp, had a combination of unutilized
credit facilities of $4.5 billion as of December 31, 2002, which have maturities
ranging from 2003 to 2005. All of these facilities are guaranteed by Citicorp.
In connection with the facilities, Citicorp is required to maintain a certain
level of consolidated stockholder's equity (as defined in the agreements). At
December 31, 2002, this requirement was exceeded by approximately $59 billion.
Citicorp has also guaranteed various other debt obligations of Associates and
CitiFinancial Credit Company (CCC), an indirect subsidiary of Citicorp.

LONG-TERM DEBT

(1) Also includes $250 million of notes maturing in 2098.
(2) Also includes subordinated debt of $103 million and $124 million at
December 31, 2002 and December 31, 2001, respectively.
(3) Principally 12% GNMA/FNMA-collateralized obligations.
(4) See Note 4 to the Consolidated Financial Statements.

The Company issues both U.S. dollar- and non-U.S. dollar- denominated fixed and
variable rate debt. The Company utilizes derivative contracts, primarily
interest rate swaps, to effectively convert a portion of its fixed rate debt to
variable rate debt and variable rate debt to fixed rate debt. The maturity
structure of the derivatives generally corresponds with the maturity structure
of the debt being hedged. At December 31, 2002, the Company's overall weighted
average interest rate for long-term debt was 4.86% on a contractual basis and
4.43% including the effects of derivative contracts. In addition, the Company
utilizes other derivative contracts to manage the foreign exchange impact of
certain debt issuances.

Aggregate annual maturities on long-term debt obligations (based on final
maturity dates) are as follows:

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15. INSURANCE POLICY AND CLAIMS RESERVES

At December 31, insurance policy and claims reserves consisted of the following:

(1) Included at December 31, 2001 were $1.4 billion of reserves related to
workers' compensation that have been discounted using an interest
rate of 5%.
(2) The decline from 2001 is primarily attributable to discontinued operations.
See Note 4 to Consolidated Financial Statements.

16. REINSURANCE

The Company's insurance operations participate in reinsurance in order to limit
losses, minimize exposure to large risks, provide additional capacity for future
growth and effect business-sharing arrangements. Life reinsurance is
accomplished through various plans of reinsurance, primarily coinsurance,
modified coinsurance and yearly renewable term. Reinsurance ceded arrangements
do not discharge the insurance subsidiaries as the primary insurer, except for
cases involving a novation.

Reinsurance amounts included in the Consolidated Statement of Income for
the years ended December 31 were as follows:

Reinsurance recoverables, net of valuation allowance, at December 31
include amounts recoverable on unpaid and paid losses and were as follows:

17. RESTRUCTURING-AND MERGER-RELATED ITEMS

During 2002, Citigroup recorded restructuring charges of $65 million. Of
the $65 million, $42 million related to the downsizing of Global Consumer and
GCIB operations in Argentina, and $23 million related to the acquisition of GSB
and the integration of its operations within the Global Consumer business. These
restructuring charges were expensed and are included in "Restructuring- and
merger-related items" in the Consolidated Statement of Income. In addition, a
restructuring reserve of $186 million was recognized as a liability in the
purchase price allocation of GSB related to the integration of operations and
operating platforms. These restructuring initiatives are expected to be
implemented over the next year. The 2002 reserves included $150 million related
to employee severance and $101 million related to exiting leasehold and other
contractual obligations.

The 2002 reserves included $108 million of employee severance related to
the GSB acquisition reflecting the cost of eliminating approximately 2,700
positions in Citigroup's Global Consumer business in the U.S.

The 2002 restructuring reserve utilization of $68 million related to
severance costs which were paid in cash. Through December 31, 2002,
approximately 100 gross staff positions have been eliminated in connection with
the GSB acquisition.

During 2001, Citigroup recorded restructuring charges of $448 million,
including $2 million related to discontinued operations. Of the $448 million,
$319 million related to the downsizing of certain functions in the GCIB and
Global Consumer businesses in order to align their cost structures with current
market conditions and $129 million related to the acquisition of Banamex and the
integration of its operations. In addition, a restructuring reserve of $112
million was recorded in connection with the acquisition of Banamex and
recognized as a liability in the purchase price allocation of Banamex. The total
Banamex reserves of $241 million include costs related to downsizing the
reconfiguration of branch operations in Mexico, and the integration of
operations and operating platforms. These restructuring

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initiatives are in process. The reserves included $423 million related to
employee severance, $72 million related to exiting leasehold and other
contractual obligations, and $65 million of asset impairment charges.

The $423 million related to employee severance reflects the cost of
eliminating approximately 12,500 positions, including 4,200 in Citigroup's
Global Consumer business and 3,600 in Banamex related to the acquisition, and
1,300 in the Global Consumer business and 3,400 in the GCIB business related to
other restructuring initiatives. Approximately 3,200 of these positions were in
the United States.

The 2001 restructuring reserve utilization included $65 million of asset
impairment charges as well as $403 million of severance and other costs (of
which $329 million of employee severance and $34 million of leasehold and other
exit costs have been paid in cash and $40 million is legally obligated),
together with translation effects. Through December 31, 2002, approximately
12,750 gross staff positions have been eliminated under these programs.

During 2000, Citigroup recorded restructuring charges of $579 million
(including $43 million related to discontinued operations), primarily consisting
of exit costs related to the acquisition of Associates. The charges included
$241 million related to employee severance, $154 million related to exiting
leasehold and other contractual obligations, and $184 million of asset
impairment charges.

Of the $579 million charge, $474 million related to the acquisition of
Associates included the reconfiguration of certain branch operations, the exit
from non-strategic businesses and from activities as mandated by Federal bank
regulations, and the consolidation and integration of corporate, middle and back
office functions. In the Global Consumer business, $51 million includes the
reconfiguration of certain branch operations outside the U.S. and the downsizing
and consolidation of certain back office functions in the U.S. Approximately
$440 million of the $579 million charge related to operations in the United
States.

The $241 million portion of the charge related to employee severance
reflects the costs of eliminating approximately 5,800 positions, including
approximately 4,600 in Associates and 700 in the Global Consumer business.
Approximately 5,000 of these positions were in the United States. In 2000, an
additional reserve of $23 million was recorded, $20 million of which related to
the elimination of 1,600 non-U.S. positions of an acquired entity.

As of December 31, 2002, the 2000 restructuring reserve was fully utilized,
including $184 million of asset impairment charges and $365 million of severance
and other exit costs (of which $192 million of employee severance and $136
million of leasehold and other exit costs have been paid in cash and $37 million
is legally obligated), together with translation effects. Through December 31,
2002, approximately 6,650 staff positions were eliminated under these programs.

During 2000, the Company also recorded $177 million of merger-related costs
which included legal, advisory, and SEC filing fees, as well as other costs of
administratively closing the acquisition of Associates.

The implementation of these restructuring initiatives also caused certain
related premises and equipment assets to become redundant. The remaining
depreciable lives of these assets were shortened, and accelerated depreciation
charges (in addition to normal scheduled depreciation on those assets) of $8
million, $61 million and $68 million were recognized in 2002, 2001 and 2000,
respectively.

The status of the 2002, 2001, and 2000 restructuring initiatives is
summarized in the following table:

RESTRUCTURING RESERVE ACTIVITY

(1) Includes restructuring charges of $2 million and $43 million related to
discontinued operations in 2001 and 2000, respectively. See Note 4 to the
Consolidated Financial Statements.
(2) Represents additions to restructuring liabilities arising from
acquisitions.
(3) Utilization amounts include translation effects on the restructuring
reserve.

Changes in estimates are attributable to facts and circumstances arising
subsequent to an original restructuring charge. Changes in estimates
attributable to lower than anticipated costs of implementing certain projects
and a reduction in the scope of certain initiatives during 2002 resulted in the
reduction of the reserve for 2002 restructuring initiatives of $2 million, 2001
restructuring initiatives of $27 million, and a $24 million reduction in the
reserve for 2000 initiatives. In addition, during 2002, changes in estimates
resulted in the reduction of reserves for prior-period initiatives of $35
million. During 2001, changes in estimates resulted in the reduction of the
reserve for 2001 restructuring initiatives of $18 million, a reduction of $29
million for 2000 restructuring initiatives and a reduction of $6 million for
prior restructuring initiatives. During 2000, changes in estimates resulted in
reductions in the reserve for 1998 restructuring initiatives of $65 million.

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18. INCOME TAXES

(1) Includes the effect of securities transactions resulting in a provision of
($170) million in 2002, $83 million in 2001, and $266 million in 2000.

The reconciliation of the federal statutory income tax rate to the
Company's effective income tax rate applicable to income from continuing
operations (before minority interest and the cumulative effect of accounting
changes) for the years ended December 31 was as follows:

Deferred income taxes at December 31 related to the following:

Foreign pretax earnings approximated $8.7 billion in 2002, $8.1 billion in
2001, and $6.8 billion in 2000. As a U.S. corporation, Citigroup is subject to
U.S. taxation currently on all foreign pretax earnings earned by a foreign
branch. Pretax earnings of a foreign subsidiary or affiliate are subject to U.S.
taxation when effectively repatriated. The Company provides income taxes on the
undistributed earnings of non-U.S. subsidiaries except to the extent that such
earnings are indefinitely invested outside the United States. At December 31,
2002, $3.2 billion of accumulated undistributed earnings of non-U.S.
subsidiaries was indefinitely invested. At the existing U.S. federal income tax
rate, additional taxes of $1.0 billion would have to be provided if such
earnings were remitted. The current year's effect on the income tax expense from
continuing operations is shown in the reconciliation of the federal statutory
rate to the Company's effective income tax rate above.

Income taxes are not provided for on the Company's life insurance
subsidiaries' "policyholders' surplus account" because under current U.S. tax
rules such taxes will become payable only to the extent such amounts are
distributed as a dividend or exceed limits prescribed by federal law.
Distributions are not contemplated from this account, which aggregated $982
million (subject to a tax of $344 million) at December 31, 2002.

Income taxes are not provided for on the Company's "savings bank base year
bad debt reserves" because under current U.S. tax rules such taxes will become
payable only to the extent such amounts are distributed in excess of limits
prescribed by federal law. At December 31, 2002, the amount of the base year
reserves totaled approximately $358 million (subject to a tax of $125 million).

The 2002 net change in the valuation allowance related to deferred tax
assets was an increase of $12 million, primarily relating to foreign tax credit
carryforwards. The valuation allowance of $212 million at December 31,

88

2002 is primarily related to specific state, local, and foreign tax
carryforwards or tax law restrictions on benefit recognition in the U.S.
federal tax return and in the above jurisdictions.

Management believes that the realization of the recognized net deferred tax
asset of $2.147 billion is more likely than not based on existing carryback
ability and expectations as to future taxable income. The Company has reported
pretax financial statement income from continuing operations of approximately
$20 billion, on average, over the last three years and has generated federal
taxable income exceeding $13 billion, on average, each year during this same
period.

19. MANDATORILY REDEEMABLE SECURITIES OF SUBSIDIARY TRUSTS

The Company formed statutory business trusts under the laws of the state of
Delaware, which exist for the exclusive purposes of (i) issuing Trust Securities
representing undivided beneficial interests in the assets of the Trust; (ii)
investing the gross proceeds of the Trust securities in junior subordinated
deferrable interest debentures (subordinated debentures) of its parent; and
(iii) engaging in only those activities necessary or incidental thereto. Upon
approval from the Federal Reserve, Citigroup has the right to redeem these
securities. These subordinated debentures and the related income effects are
eliminated in the Consolidated Financial Statements. Distributions on the
mandatorily redeemable securities of subsidiary trusts below have been
classified as interest expense in the Consolidated Statement of Income.

The following table summarizes the financial structure of each of the Company's
subsidiary trusts at December 31, 2002:

(1) Mandatorily Redeemable Securities of Subsidiary Trusts at December 31, 2002
are recorded on the balance sheet at fair value. Carrying value includes
adjustments of $207 million and $120 million related to hedges on certain
parent obligated and subsidiary obligated trust securities, respectively.

In each case, the coupon rate on the debentures is the same as that on the
trust securities. Distributions on the trust securities and interest on the
debentures are payable quarterly, except for Citigroup Capital II and III and
Citicorp Capital I and II, on which distributions are payable semiannually.

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20. PREFERRED STOCK AND STOCKHOLDERS' EQUITY

PERPETUAL PREFERRED STOCK

The following table sets forth the Company's perpetual preferred stock
outstanding at December 31:

(1) Under various circumstances, the Company may redeem certain series of
preferred stock at times other than described above.
(2) Liquidation preference per share equals redemption price per share.
(3) Issued as depositary shares, each representing a one-fifth interest in a
share of the corresponding series of preferred stock.
(4) Shares previously held by affiliates in 2001 have been subsequently traded
on the open market to third parties during the third quarter of 2001.
(5) Issued as depositary shares, each representing a one-tenth interest in a
share of the corresponding series of preferred stock.

All dividends on the Company's perpetual preferred stock are payable
quarterly and are cumulative.

Dividends on the Series V preferred stock are payable at 5.86% through
February 15, 2006, and thereafter at rates determined quarterly by a formula
based on certain interest rate indices, subject to a minimum rate of 6% and a
maximum rate of 12%. The rate of dividends on the Series V preferred stock is
subject to adjustment based upon the applicable percentage of the dividends
received deduction.

REGULATORY CAPITAL

Citigroup and Citicorp are subject to risk-based capital and leverage
guidelines issued by the Board of Governors of the Federal Reserve System (FRB),
and their U.S. insured depository institution subsidiaries, including Citibank,
N.A., are subject to similar guidelines issued by their respective primary
regulators. These guidelines are used to evaluate capital adequacy and include
the required minimums shown in the following table.

The regulatory agencies are required by law to take specific prompt actions
with respect to institutions that do not meet minimum capital standards. As of
December 31, 2002 and 2001, all of Citigroup's U.S. insured subsidiary
depository institutions were "well capitalized." At December 31, 2002,
regulatory capital as set forth in guidelines issued by the U.S. Federal bank
regulators is as follows:

(1) Total capital includes Tier 1 and Tier 2.
(2) Tier 1 capital divided by adjusted average assets.

There are various legal limitations on the extent to which Citigroup's
banking subsidiaries may pay dividends to their parents. Citigroup's national
and state-chartered bank subsidiaries can declare dividends to their respective
parent companies in 2003, without regulatory approval, of approximately $6.4
billion adjusted by the effect of their net income (loss) for 2003 up to the
date of any such dividend declaration. In determining whether and to what extent
to pay dividends, each bank subsidiary must also consider the effect of dividend
payments on applicable risk-based capital and leverage ratio requirements as
well as policy statements of the Federal regulatory agencies that indicate that
banking organizations should generally pay dividends out of current operating
earnings. Consistent with these considerations, Citigroup estimates that its
bank subsidiaries can distribute dividends to Citigroup of approximately $5.4
billion of the available $6.4 billion, adjusted by the effect of their net
income (loss) up to the date of any such dividend declaration.

TIC is subject to various regulatory restrictions that limit the maximum
amount of dividends available to its parent without prior approval of the
Connecticut Insurance Department. A maximum of $966 million of statutory surplus
is available by the end of the year 2002 for such dividends without the prior
approval of the Connecticut Insurance Department.

Certain of the Company's U.S. and non-U.S. broker/dealer subsidiaries are
subject to various securities and commodities regulations and capital adequacy
requirements promulgated by the regulatory and exchange authorities of the
countries in which they operate. The principal regulated subsidiaries, their net
capital requirement or equivalent and excess over the minimum requirement as of
December 31, 2002 are as follows:

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21. CHANGES IN EQUITY FROM NONOWNER SOURCES

Changes in each component of "Accumulated Other Changes in Equity from Nonowner
Sources" for the three-year period ended December 31, 2002 are as follows:

(1) Primarily reflects the impact of declining equity markets and realized
gains resulting from the sale of securities offset by the impact of
declining interest rates on fixed income securities.
(2) Refers to the 2001 first quarter adoption of SFAS 133 and the 2001 second
quarter adoption of EITF 99-20.
(3) Primarily reflects an increase in the investment portfolio due to the
acquisition of Banamex offset by realized gains resulting from the sale of
securities.
(4) Primarily reflects the after-tax impact of the amortization of forward
points on foreign currency contracts as a result of the adoption of SFAS
133, weakening of currencies in Latin America, CEEMEA and Europe against
the U.S. dollar, partially offset by the strengthening of the yen against
the U.S. dollar.
(5) Primarily reflects the impact of a declining interest rate yield curve on
fixed income securities and realized losses resulting from the sale of
securities offset by the distribution of TPC.
(6) Primarily reflects the $595 million after-tax impact of translating
Argentina's net assets into the U.S. dollar equivalent and the decline in
the Mexican peso against the U.S. dollar. As a result of government actions
in Argentina, which began in the fourth quarter of 2001 and continues, the
functional currency of the Argentine branch and subsidiaries was changed in
the 2002 first quarter from the U.S. dollar to the Argentine peso.

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22. EARNINGS PER SHARE

The following is a reconciliation of the income and share data used in the
basic and diluted earnings per share computations for the years ended
December 31:

During 2002, 2001 and 2000, weighted average options of 223.6 million
shares, 100.1 million shares and 28.1 million shares with weighted average
exercise prices of $44.79 per share, $52.76 per share, and $58.32 per share,
respectively, were excluded from the computation of diluted EPS because the
options' exercise price was greater than the average market price of the
Company's common stock.

23. INCENTIVE PLANS

The Company has adopted a number of equity compensation plans under which
it administers stock options, restricted/deferred stock and stock purchase
programs to attract, retain and motivate officers and employees, to compensate
them for their contributions to the growth and profits of the Company, and to
encourage employee stock ownership. All of the plans are administered by the
Personnel and Compensation Committee of the Citigroup Board of Directors, which
is comprised entirely of independent non-employee directors. At December 31,
2002, approximately 467 million shares were authorized for grant under
Citigroup's stock incentive plans.

STOCK OPTION PROGRAMS

The Company has a number of stock option programs for its officers and
employees. Options are granted at the fair market value of Citigroup common
stock at the time of grant for a period of ten years. Generally, Citigroup
options, including options granted under Travelers predecessor plans and options
granted since the date of the merger, vest at a rate of 20% per year, with the
first vesting date generally occurring twelve to eighteen months following the
grant date. Generally, 50% of the options granted under Citicorp predecessor
plans prior to the merger were exercisable beginning on the third anniversary
and 50% beginning on the fourth anniversary of the date of grant. Options
granted under Associates predecessor plans vested in 2001 at the time of the
merger with Citigroup. Certain options granted prior to January 1, 2003 permit
an employee exercising an option under certain conditions to be granted new
options (reload options) in an amount equal to the number of common shares used
to satisfy the exercise price and the withholding taxes due upon exercise. The
reload options are granted for the remaining term of the related original option
and vest after six months.

To further encourage employee stock ownership, the Company's eligible
employees participate in WealthBuilder, Citibuilder, or the Citigroup Ownership
stock option programs. Options granted under the WealthBuilder and the Citigroup
Ownership program vest over a five-year period, whereas options granted under
the CitiBuilder program vest after five years. These options do not have a
reload feature.

At the time of the TPC distribution, the number of options and exercise
prices for Citigroup employees were proportionately adjusted, as permitted under
generally accepted accounting principles, to restore the option holders'
positions for the decline in the Company's stock price that resulted from the
distribution. Citigroup options held by option holders who became TPC employees
were exchanged for TPC options with terms and amounts that maintained the option
holders' positions. Accordingly, all option amounts in the following tables have
been appropriately adjusted.

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Information with respect to stock option activity under Citigroup stock option
plans for the years ended December 31, 2002, 2001 and 2000 is as follows:

(1) Includes 29.4 million options in 2002 that were exchanged for TPC options.

The following table summarizes the information about stock options outstanding
under Citigroup stock option plans at December 31, 2002:

STOCK AWARD PROGRAMS

The Company, primarily through its Capital Accumulation Program (CAP),
issues shares of Citigroup common stock in the form of restricted or deferred
stock to participating officers and employees. The restricted or deferred stock
generally vests after a two- or three-year vesting period, during which time the
stock cannot be sold or transferred by the participant, and is subject to total
or partial cancellation if the participant's employment is terminated. Certain
CAP participants may elect to receive part of their awards in CAP stock and part
in stock options. The figures in the two previous tables include options granted
under CAP. Unearned compensation expense associated with the stock grants
represents the market value of Citigroup common stock at the date of grant and
is recognized as a charge to income ratably over the vesting period.

At the time of the TPC distribution, Citigroup employees who held
restricted stock received shares of TPC in accordance with the same distribution
ratios as ordinary shareholders. The number of deferred shares were increased at
the time of the distribution to maintain the grantees' overall positions.
Restricted and deferred shares held by individuals who became TPC employees were
exchanged for restricted and deferred shares of TPC of equal value. Information
with respect to stock awards is as follows:

CITIGROUP 401(k)

Under the Citigroup 401(k) plan, eligible employees receive awards up to 3%
of their total compensation deferred into the Citigroup common stock fund. The
after-tax expense associated with this plan amounted to $35 million in 2002, $32
million in 2001, and $29 million in 2000.

STOCK PURCHASE PROGRAM

Stock Purchase Program offerings, which are administered under the
Citigroup 2000 Stock Purchase Plan and the Citicorp 1997 Stock Incentive Plan,
allow eligible employees of Citigroup to enter into fixed subscription
agreements to purchase shares in the future at the market value on the date of
the agreements. Subject to certain limits, enrolled employees are permitted to
make one purchase prior to the expiration date. The purchase price of the shares
is paid with accumulated payroll deductions plus interest. Shares of Citigroup's
common stock delivered under the Stock Purchase Program may be sourced from
authorized and unissued or treasury shares. The original offering under the
Citigroup Stock Purchase Program was in August 2000. In 2001, three additional
offerings were made to new employees in March, July, and November 2001. In
February 2002, an additional offering was made to new employees.

At the time of the TPC distribution, the number of shares to be purchased
and purchase prices were proportionately adjusted, as permitted under generally
accepted accounting principles, to restore the participants' positions for the
decline in the Company's stock price that resulted from the distribution.
Accordingly, all share amounts in the following table have been appropriately
adjusted.

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Following is the share activity under the Stock Purchase Program. The fixed
price for the offering in August 2000 was $49.36 per share.

The fixed prices for the offerings made in March, July, and November 2001 were
$41.95, $46.83 and $42.45, respectively. The fixed price for the offering made
in February 2002 was $42.20. All offerings expired in September 2002.

PRO FORMA IMPACT OF SFAS 123

Prior to January 1, 2003, Citigroup applied APB 25 in accounting for its
stock-based compensation plans. Under APB 25, there is generally no charge to
earnings for employee stock option awards because the options granted under
these plans have an exercise price equal to the market value of the underlying
common stock on the grant date. Alternatively, SFAS 123 allows companies to
recognize compensation expense over the related service period based on the
grant-date fair value of the stock award. Refer to Note 1 for a further
description of these accounting standards and a presentation of the effect on
net income and earnings per share had the Company applied SFAS 123 in accounting
for the Company's stock option plans. The pro forma adjustments in that table
relate to stock options granted from 1995 through 2002, for which a fair value
on the date of grant was determined using a Black-Scholes option pricing model.
In accordance with SFAS 123, no effect has been given to options granted prior
to 1995. The fair values of stock-based awards are based on assumptions that
were determined at the grant date.

SFAS 123 requires that reload options be treated as separate grants from
the related original grants. Under the Company's reload program, upon exercise
of an option, employees use previously owned shares to pay the exercise price
and surrender shares otherwise to be received for related tax withholding, and
receive a reload option covering the same number of shares used for such
purposes. Reload options vest at the end of a six-month period. Reload options
are intended to encourage employees to exercise options at an earlier date and
to retain the shares so acquired, in furtherance of the Company's long-standing
policy of encouraging increased employee stock ownership. The result of this
program is that employees generally will exercise options as soon as they are
able and, therefore, these options have shorter expected lives. Shorter option
lives result in lower valuations using a Black-Scholes option model. However,
such values are expensed more quickly due to the shorter vesting period of
reload options. In addition, since reload options are treated as separate
grants, the existence of the reload feature results in a greater number of
options being valued.

Shares received through option exercises under the reload program, as well
as certain other options granted, are subject to restrictions on sale. Discounts
have been applied to the fair value of options granted to reflect these sale
restrictions.

Additional valuation and related assumption information for Citigroup
option plans is presented below:

24. RETIREMENT BENEFITS

The Company has several non-contributory defined benefit pension plans
covering substantially all U.S. employees and has various defined benefit
pension termination indemnity plans covering employees outside the United
States. The U.S. defined benefit plan provides benefits under a cash balance
formula. Employees satisfying certain age and service requirements remain
covered by a prior final pay formula. The Company also offers postretirement
health care and life insurance benefits to certain eligible U.S. retired
employees, as well as to certain eligible employees outside the United States.
The following tables summarize the components of net benefit expense recognized
in the Consolidated Statement of Income and the funded status and amounts
recognized in the Consolidated Statement of Financial Position for the Company's
U.S. qualified plans and significant plans outside the United States.

NET BENEFIT EXPENSE

(1) For plans outside the U.S., net postretirement benefit expense was $53
million in 2002, $42 million in 2001 and $13 million in 2000.

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PREPAID BENEFIT COST (BENEFIT LIABILITY)

(1) For plans outside the U.S., the aggregate benefit obligation was $1.627
billion and $2.378 billion, and the fair value of plan assets was $1.355
billion and $1.877 billion at December 31, 2002 and 2001, respectively, for
plans whose benefit obligation exceeds plan assets. The aggregate
accumulated benefit obligation was $213 million and $670 million, and the
fair value of plan assets was $119 million and $324 million at December 31,
2002 and 2001, respectively, for plans whose accumulated benefit obligation
exceeds plan assets.
(2) For plans outside the U.S., the accumulated postretirement benefit
obligation was $465 million and $524 million and the postretirement
liability was $465 million and $519 million at December 31, 2002 and 2001,
respectively.

The U.S. plans exclude nonqualified pension plans, for which the net (benefit)
expense was $47 million, $63 million and $68 million for the years ended
December 31, 2002, 2001 and 2000, respectively, and the projected benefit
obligation was $581 million and $547 million, and the aggregate accumulated
benefit obligation was $539 million and $512 million at December 31, 2002 and
2001, respectively.

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The expected long-term rates of return on assets used in determining the
Company's pension and postretirement expense are shown below:

(1) Excluding highly inflationary countries.

The principal assumptions used in determining pension and postretirement benefit
obligations for the Company's plans are shown in the following table:

(1) Excluding highly inflationary countries.

As an indicator of sensitivity, increasing the assumed health care cost
trend rate by 1% in each year would have increased the accumulated
postretirement benefit obligation as of December 31, 2002 by $40 million and the
aggregate of the benefits earned and interest components of 2002 net
postretirement benefit expense by $5 million. Decreasing the assumed health care
cost trend rate by 1% in each year would have decreased the accumulated
postretirement benefit obligation as of December 31, 2002 by $37 million and the
aggregate of the benefits earned and interest components of 2002 net
postretirement benefit expense by $4 million.

25. DERIVATIVES AND OTHER ACTIVITIES

Citigroup enters into derivative and foreign exchange futures, forwards,
options and swaps, which enable customers to transfer, modify or reduce their
interest rate, foreign exchange and other market risks, and also trades these
products for its own account. In addition, Citigroup uses derivatives and other
instruments, primarily interest rate products, as an end-user in connection with
its risk management activities. Derivatives are used to manage interest rate
risk relating to specific groups of on-balance sheet assets and liabilities,
including investments, commercial and consumer loans, deposit liabilities,
long-term debt and other interest-sensitive assets and liabilities, as well as
credit card securitizations, redemptions and sales. In addition, foreign
exchange contracts are used to hedge non-U.S. dollar denominated debt, net
capital exposures and foreign exchange transactions.

A derivative must be highly effective in accomplishing the hedge objective
of offsetting either changes in the fair value or cash flows of the hedged item
for the risk being hedged. Any ineffectiveness present in the hedge relationship
is recognized in current earnings. The assessment of effectiveness excludes the
changes in the value of the hedged item which are unrelated to the risks being
hedged. Similarly, the assessment of effectiveness may exclude changes in the
fair value of a derivative related to time value which, if excluded, are
recognized in current earnings.

The following table summarizes certain information related to the Company's
hedging activities for the years ended December 31, 2002 and 2001:

For cash flow hedges, any changes in the fair value of the end-user
derivative remain in "Accumulated other changes in stockholders' equity from
nonowner sources" and are generally included in earnings of future periods
when earnings are also affected by the variability of the hedged cash flow.
The net gains associated with cash flow hedges expected to be reclassified
from accumulated other changes in equity from nonowner sources within twelve
months of December 31, 2002 are $598 million.

The accumulated other changes in equity from nonowner sources from cash
flow hedges for 2002 and 2001 can be summarized as follows (after-tax):

(1) 2001 amount results from the cumulative effect of accounting change for
cash flow hedges.

The Company enters into various types of derivative transactions in the
course of its trading and non-trading activities. Futures and forward
contracts are commitments to buy or sell at a future date a financial
instrument, commodity or currency at a contracted price and may be settled in
cash or through delivery. Swap contracts are commitments to settle in cash at
a future date or dates which may range from a few days to a number of years,
based on differentials between specified financial indices, as applied to a
notional principal amount. Option contracts give the purchaser, for a fee,
the right, but not the obligation, to buy or sell within a limited time, a
financial instrument or currency at a contracted price that may also be
settled in cash, based on differentials between specified indices.

Citigroup also sells various financial instruments that have not been
purchased (short sales). In order to sell securities short, the securities are
borrowed or received as collateral in conjunction with short-term financing

96

agreements and, at a later date, must be delivered (i.e., replaced) with like or
substantially the same financial instruments or commodities to the parties from
which they were originally borrowed.

Derivatives and short sales may expose Citigroup to market risk or credit
risk in excess of the amounts recorded on the balance sheet. Market risk on a
derivative, short sale or foreign exchange product is the exposure created by
potential fluctuations in interest rates, foreign exchange rates and other
values, and is a function of the type of product, the volume of transactions,
the tenor and terms of the agreement, and the underlying volatility. Credit risk
is the exposure to loss in the event of nonperformance by the other party to the
transaction and if the value of collateral held, if any, was not adequate to
cover such losses. The recognition in earnings of unrealized gains on these
transactions is subject to management's assessment as to collectibility.
Liquidity risk is the potential exposure that arises when the size of the
derivative position may not be able to be rapidly adjusted in times of high
volatility and financial stress at a reasonable cost.

26. CONCENTRATIONS OF CREDIT RISK

Concentrations of credit risk exist when changes in economic, industry or
geographic factors similarly affect groups of counterparties whose aggregate
credit exposure is material in relation to Citigroup's total credit exposure.
Although Citigroup's portfolio of financial instruments is broadly diversified
along industry, product, and geographic lines, material transactions are
completed with other financial institutions, particularly in the securities
trading, derivative, and foreign exchange businesses.

In connection with the Company's efforts to maintain a diversified portfolio,
the Company limits its exposure to any one geographic region, country or
individual creditor and monitors this exposure on a continuous basis. At
December 31, 2002, Citigroup's most significant concentration of credit risk was
with the U.S. Government and its agencies. The Company's exposure, which
primarily results from trading assets and investment securities positions in
instruments issued by the U.S. Government and its agencies, amounted to $40.7
billion and $26.4 billion at December 31, 2002 and 2001, respectively. After the
U.S. Government, the next largest exposure the Company has is to the Mexican
Government and its agencies, which are rated investment grade by both Moody's
and S&P. The Company's exposure amounted to $25.0 billion and $23.5 billion at
December 31, 2002 and 2001, respectively, and is comprised of investment
securities, loans and trading assets.

27. FAIR VALUE OF FINANCIAL INSTRUMENTS

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The table below presents the carrying value and fair value of Citigroup's
financial instruments, as defined in accordance with applicable requirements.
Accordingly, as required, the disclosures exclude leases, affiliate investments,
and pension and benefit obligations. Contractholder funds amounts exclude
certain insurance contracts. Also as required, the disclosures exclude the
effect of taxes, do not reflect any premium or discount that could result from
offering for sale at one time the entire holdings of a particular instrument,
the excess fair value associated with deposits with no fixed maturity, as well
as other expenses that would be incurred in a market transaction. In addition,
the table excludes the values of nonfinancial assets and liabilities, as well as
a wide range of franchise, relationship, and intangible values, which are
integral to a full assessment of Citigroup's financial position and the value of
its net assets.

The data represents management's best estimates based on a range of
methodologies and assumptions. The carrying value of short-term financial
instruments as well as receivables and payables arising in the ordinary course
of business, approximates fair value because of the relatively short period of
time between their origination and expected realization. Quoted market prices
are used for most investments, for loans where available, and for both trading
and end-user derivatives, as well as for liabilities, such as long-term debt,
with quoted prices. For performing loans where no quoted market prices are
available, contractual cash flows are discounted at quoted secondary market
rates or estimated market rates if available. Otherwise, sales of comparable
loan portfolios or current market origination rates for loans with similar terms
and risk characteristics are used. For loans with doubt as to collectibility,
expected cash flows are discounted using an appropriate rate considering the
time of collection and a premium for the uncertainty of the flows. The value of
collateral is also considered. For liabilities such as long-term debt without
quoted market prices, market borrowing rates of interest are used to discount
contractual cash flows.

97

(1) The carrying value of loans is net of the allowance for credit losses and
also excludes $18.6 billion and $22.7 billion of lease finance receivables
in 2002 and 2001, respectively.
(2) Includes cash and due from banks, deposits at interest with banks,
brokerage receivables, reinsurance recoverables and separate and variable
accounts for which the carrying value is a reasonable estimate of fair
value, and the carrying value and estimated fair value of financial
instruments included in other assets on the Consolidated Statement of
Financial Position.
(3) Includes brokerage payables, separate and variable accounts, investment
banking and brokerage borrowings, short-term borrowings, for which the
carrying value is a reasonable estimate of fair value, and the carrying
value and estimated fair value of financial instruments included in other
liabilities on the Consolidated Statement of Financial Position.

Fair values vary from period to period based on changes in a wide range
of factors, including interest rates, credit quality, and market perceptions
of value, and as existing assets and liabilities run off and new items are
entered into.

The estimated fair values of loans reflect changes in credit status since
the loans were made, changes in interest rates in the case of fixed-rate loans,
and premium values at origination of certain loans. The estimated fair values of
Citigroup's loans, in the aggregate, exceeded carrying values (reduced by the
allowance for credit losses) by $19.2 billion at year-end 2002 and $15.5 billion
in 2001. Within these totals, estimated fair values exceeded carrying values for
consumer loans net of the allowance by $14.4 billion, an increase of $3.5
billion from year-end 2001, and for corporate loans net of the allowance by $4.8
billion, which was an increase of $0.2 billion from year-end 2001. The increase
in estimated fair values in excess of carrying values of consumer loans and
corporate loans is primarily due to the lower interest rate environment in 2002.

28. PLEDGED ASSETS, COLLATERAL, GUARANTEES AND COMMITMENTS

PLEDGED ASSETS

At December 31, 2002 and 2001 the approximate market values of securities
sold under agreements to repurchase and other assets pledged, excluding the
impact of FIN 39 and FIN 41, were as follows:

In addition, included in cash and due from banks at December 31, 2002 and
2001 is $2.4 billion and $5.3 billion, respectively, of cash segregated under
Federal and other brokerage regulations or deposited with clearing
organizations.

At December 31, 2002, $733 million of consumer loans were pledged as
collateral in a financing transaction.

At December 31, 2002, the Company had $962 million of outstanding letters
of credit from banks to satisfy various collateral and margin requirements.

COLLATERAL

At December 31, 2002 and 2001, the approximate market value of collateral
received by the Company that may be sold or repledged by the Company, excluding
amounts netted in accordance with FIN 39 and FIN 41, was $276.2 billion and
$245.0 billion, respectively. This collateral was received in connection with
resale agreements, securities borrowings and loans, derivative transactions, and
margined broker loans.

At December 31, 2002 and 2001, a substantial portion of the collateral
received by the Company had been sold or repledged in connection with repurchase
agreements, securities sold, not yet purchased, securities borrowings and loans,
pledges to clearing organizations, segregation requirements under securities
laws and regulations, derivative transactions, and bank loans.

In addition, at December 31, 2002 and 2001, the Company had pledged $81.5
billion and $47.5 billion, respectively, of collateral that may not be sold or
repledged by the secured parties.

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LEASE COMMITMENTS

Rental expense (principally for offices and computer equipment) was $1.5
billion, $1.7 billion and $1.5 billion for the years ended December 31, 2002,
2001 and 2000, respectively.

Future minimum annual rentals under noncancelable leases, net of sublease
income, are as follows:

IN MILLIONS OF DOLLARS AT YEAR-END

2003 $ 961
2004 819
2005 818
2006 605
2007 512
Thereafter 2,748
-------
$ 6,463
=======

The Company and certain of Salomon Smith Barney's subsidiaries together
have an option to purchase the buildings presently leased for Salomon Smith
Barney's executive offices and New York City operations at the expiration of the
lease term.

LOAN COMMITMENTS

(1) Includes commercial commitments to make or purchase loans, to purchase
third-party receivables, and to provide note issuance or revolving
underwriting facilities.

The majority of unused commitments are contingent upon customers
maintaining specific credit standards. Commercial commitments generally have
floating interest rates and fixed expiration dates and may require payment of
fees. Such fees (net of certain direct costs) are deferred and, upon exercise of
the commitment, amortized over the life of the loan or, if exercise is deemed
remote, amortized over the commitment period. The table does not include
unfunded commercial letters of credit issued on behalf of customers and
collateralized by the underlying shipment of goods which totaled $5.0 billion
and $5.7 billion at December 31, 2002 and 2001, respectively.

OBLIGATIONS UNDER GUARANTEES

The Company provides a variety of guarantees and indemnifications to
Citigroup customers to enhance their credit standing and enable them to
complete a wide variety of business transactions. The table below summarizes
at December 31, 2002 all of the Company's guarantees and indemnifications,
where we believe the guarantees and indemnifications are related to an asset,
liability, or equity security of the guaranteed parties at the inception of
the contract. The maximum potential amount of future payments represents the
notional amounts that could be lost under the guarantees and indemnifications
if there were a total default by the guaranteed parties, without
consideration of possible recoveries under recourse provisions or from
collateral held or pledged. Such amounts bear no relationship to the
anticipated losses on these guarantees and indemnifications and greatly
exceed anticipated losses. Additional information about certain of these
guarantees is presented in other sections of this footnote.

Financial standby letters of credit include guarantees of payment of
insurance premiums and reinsurance risks that support industrial revenue bond
underwriting and settlement of payment obligations in clearing houses, and
that support options and purchases of securities or in lieu of escrow deposit
accounts. Financial standbys also backstop loans, credit facilities,
promissory notes and trade acceptances. Market value guarantees are issued to
guarantee return of principal invested to fund investors. Guarantees of
collection of contractual cash flows protect investors in credit card
receivables securitization trusts from loss of interest relating to
insufficient collections on the underlying receivables in the trusts.
Performance guarantees and letters of credit are issued to guarantee a
customer's tender bid on a construction or systems installation project or to
guarantee completion of such projects in accordance with contract terms. They
are also issued to support a customer's obligation to supply specified
products, commodities, or maintenance or warranty services to a third party.
Securities lending indemnifications are issued to guarantee that a security
lending customer will be made whole in the event that the security borrower
does not return the security subject to the lending agreement and collateral
held is insufficient to cover the market value of the security. Other
indemnifications are issued to guarantee that custody clients will be made
whole in the event that a third party subcustodian fails to safeguard clients'
assets. Derivative instruments include credit default swaps, total return
swaps, written foreign exchange options, written put options, and written
equity warrants. Residual value guarantees provide that the guarantor will
pay the difference between the fair value of the guaranteed property or
equipment and the value specified in the contract to the guarantor at the
termination or renewal date of an operating lease.

99

At December 31, 2002, the Company's maximum potential amount of future
payments under these guarantees is approximately $174.9 billion. For this
purpose, the maximum potential amount of future payments is considered to be the
notional amounts of letters of credit, guarantees, written credit default swaps,
written total return swaps, indemnifications, and recourse provisions of loans
sold with recourse; the maximum amount of contingent consideration in a business
combination specified in the transaction documents; and the fair values of
foreign exchange options and other written put options, warrants, caps and
floors.

In the normal course of business, the Company provides standard
representations and warranties to counterparties in contracts in connection with
numerous transactions and also provides indemnifications that protect the
counterparties to the contracts in the event that additional taxes are owed due
either to a change in the tax law or an adverse interpretation of the tax law.
Counterparties to these transactions provide the Company with comparable
indemnifications. In addition, the Company is a member of hundreds of value
transfer networks (VTNs) (payment, clearing and settlement systems as well as
securities exchanges) around the world. As a condition of membership, many of
these VTNs require that members stand ready to backstop the net effect on the
VTNs of a member's default on its obligations. The indemnification clauses are
often standard contractual terms and were entered into in the normal course of
business based on an assessment that the risk of loss would be remote. In many
cases, there are no stated or notional amounts included in the indemnification
clauses and the contingencies triggering the obligation to indemnify have not
occurred and are not expected to occur. There are no amounts reflected on the
Consolidated Statement of Financial Position as of December 31, 2002, related to
these indemnifications. These potential obligations are not included in the
table above.

At December 31, 2002, the carrying amounts of the liabilities related to
these guarantees and indemnifications amounted to $10.0 billion. In addition,
other liabilities includes an allowance for credit losses of $167 million
relating to unfunded letters of credit at December 31, 2002. Cash collateral
available to the Company to reimburse losses realized under these guarantees and
indemnifications amounted to $41.3 billion at December 31, 2002. Securities and
other marketable assets held at collateral amounted to $9.4 billion and letters
of credit in favor of the Company held as collateral amounted to $834 million at
December 31, 2002. Other property may also be available to the Company to cover
losses under certain guarantees and indemnifications; however, the value of such
property has not been determined.

LOANS SOLD WITH CREDIT ENHANCEMENTS

(1) Residential mortgages represent 66% of amounts in 2002 and 57% in 2001.
(2) Government National Mortgage Association sales/servicing agreements
covering securitized residential mortgages.

Citigroup and its subsidiaries are obligated under various credit
enhancements related to certain sales of loans or sales of participations in
pools of loans, as summarized above.

Net revenue on securitized credit card receivables is collected over the
life of each sale transaction. The net revenue is based upon the sum of finance
charges and fees received from cardholders and interchange revenue earned on
cardholder transactions, less the sum of the yield paid to investors, credit
losses, transaction costs, and a contractual servicing fee, which is also
retained by certain Citigroup subsidiaries as servicers. As specified in certain
of the sale agreements, the net revenue collected each month is accumulated up
to a predetermined maximum amount, and is available over the remaining term of
that transaction to make payments of yield, fees, and transaction costs in the
event that net cash flows from the receivables are not sufficient. When the
predetermined amount is reached, net revenue is passed directly to the Citigroup
subsidiary that sold the receivables. The amount contained in these accounts is
included in other assets and was $230 million at December 31, 2002 and $139
million at December 31, 2001. Net revenue from securitized credit card
receivables included in other revenue was $2.7 billion, $2.1 billion, and $2.4
billion for the years ended December 31, 2002, 2001, and 2000, respectively.

Various put options were written during 2000 and 1999 which require
Citigroup to purchase, upon request of the holders, securities issued in certain
securitization transactions in order to broaden the investor base and improve
execution in connection with the securitizations. The put option at year-end
2002 is exercisable in October of each year beginning in October 2000, with
respect to an aggregate of up to approximately $2 billion principal amount of
certificates backed by manufactured housing contract receivables, of which
approximately $250 million was exercised in 2002. If exercised, the Company will
be obligated to purchase the certificates or notes at par plus accrued interest.
The aggregate amortized amount of these options was approximately $0.8 billion
at December 31, 2002 and $1.4 billion at December 31, 2001. The Company has
recorded liabilities totaling approximately $6 million at both December 31, 2002
and December 31, 2001 in connection with these options. Subsequent to their
initial issuance, such options are marked to market with the fluctuation being
reflected in the Consolidated Statement of Income.

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FINANCIAL GUARANTEES

Financial guarantees are used in various transactions to enhance the credit
standing of Citigroup customers. They represent irrevocable assurances, subject
to the satisfaction of certain conditions, that Citigroup will make payment in
the event that the customer fails to fulfill its obligations to third parties.

Citigroup issues financial standby letters of credit which are obligations
to pay a third-party beneficiary when a customer fails to repay an outstanding
loan or debt instrument, such as assuring payments by a foreign reinsurer to a
U.S. insurer, to act as a substitute for an escrow account, to provide a payment
mechanism for a customer's third-party obligations, and to assure payment of
specified financial obligations of a customer. Fees are recognized ratably over
the term of the standby letter of credit. The following table summarizes
financial standby letters of credit issued by Citigroup. The table does not
include securities lending indemnifications issued to customers, which are fully
collateralized and totaled $38.0 billion at December 31, 2002 and $19.9 billion
at December 31, 2001, and performance standby letters of credit.

(1) Total is net of cash collateral of $3.0 billion in 2002 and $2.2 billion in
2001. Collateral other than cash covered 34% of the total in 2002 and 29%
in 2001.
(2) Amounts exclude discontinued operations.

OTHER COMMITMENTS

Salomon Smith Barney and a principal broker/dealer subsidiary have each
provided a portion of a residual value guarantee in the amount of $78 million in
connection with the lease of the buildings occupied by Salomon Smith Barney's
executive offices and New York City operations.

29. CONTINGENCIES

During the 2002 fourth quarter, the Company reached a settlement-in-principle
with the SEC, the National Association of Securities Dealers, the New York Stock
Exchange and the Attorney General of New York of all issues raised in their
research, initial public offerings allocation and spinning-related inquiries.
The Company established a reserve for the cost of this settlement and toward
estimated costs of the private litigation related to the matters that were the
subject of the settlement, as well as the regulatory inquiries and private
litigation related to Enron. The total reserves established for these matters in
2002 amounted to an after-tax amount of $1.3 billion. The Company believes that
it has substantial defenses to the pending private litigations, which are at a
very early stage. Given the uncertainties of the timing and outcome of this type
of litigation, the large number of cases, the novel issues, the substantial time
before these cases will be resolved, and the multiple defendants in many of
them, this reserve is difficult to determine and of necessity subject to future
revision.

For a discussion of these and certain other legal proceedings, see the
discussion under "Legal Proceedings" on page 110. In addition, in the ordinary
course of business, Citigroup and its subsidiaries are defendants or
co-defendants or parties in various litigation and regulatory matters incidental
to and typical of the businesses in which they are engaged. In the opinion of
the Company's management, the ultimate resolution of these legal and regulatory
proceedings would not be likely to have a material adverse effect on the
consolidated financial condition of the Company but, if involving monetary
liability, may be material to the Company's operating results for any
particular period.

30. CITIGROUP (PARENT COMPANY ONLY)

CONDENSED STATEMENT OF INCOME

101

CONDENSED STATEMENT OF FINANCIAL POSITION

CONDENSED STATEMENT OF CASH FLOWS

102

31. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(1) Accounting changes include the 2002 first quarter adoption of the remaining
provisions of SFAS 142, the 2001 second quarter adoption of EITF 99-20, and
the 2001 first quarter adoption of SFAS 133.
(2) Due to averaging of shares, quarterly earnings per share may not add to the
totals reported for the full year.

103

FINANCIAL DATA SUPPLEMENT

AVERAGE BALANCES AND INTEREST RATES, TAXABLE EQUIVALENT BASIS(1)(2)(3)(4)

(1) The taxable equivalent adjustment is based on the U.S. Federal statutory
tax rate of 35%.
(2) Interest rates and amounts include the effects of risk management
activities associated with the respective asset and liability categories.
See Note 25 to the Consolidated Financial Statements.
(3) Monthly or quarterly averages have been used by certain subsidiaries where
daily averages are unavailable.
(4) Detailed average volume, interest revenue and interest expense exclude
discontinued operations. See Note 4 to the Consolidated Financial
Statements.
(5) Average rates reflect prevailing local interest rates including
inflationary effects and monetary correction in certain countries.
(6) The fair value carrying amounts of derivative and foreign exchange
contracts are reported in non-interest earning assets and other
non-interest bearing liabilities.
(7) Interest expense on trading account liabilities of Salomon Smith Barney is
reported as a reduction of interest revenue.
(8) Includes cash-basis loans.

104

AVERAGE BALANCES AND INTEREST RATES, TAXABLE EQUIVALENT BASIS (1)(2)(3)(4)

(1) The taxable equivalent adjustment is based on the U.S. Federal statutory
tax rate of 35%.
(2) Interest rates and amounts include the effects of risk management
activities associated with the respective asset and liability categories.
See Note 25 to the Consolidated Financial Statements.
(3) Monthly or quarterly averages have been used by certain subsidiaries where
daily averages are unavailable.
(4) Detailed average volume, interest revenue and interest expense excluded
discontinued operations. See Note 4 to the Consolidated Financial
Statements.
(5) Savings deposits consist of Insured Money Market Rate accounts, NOW
accounts, and other savings deposits.
(6) Average rates reflect prevailing local interest rates including
inflationary effects and monetary correction in certain countries.
(7) The fair value carrying amounts of derivative and foreign exchange
contracts are reported in non-interest earning assets and
other non-interest bearing liabilities.
(8) Interest expense on trading account liabilities of Salomon Smith Barney is
reported as a reduction of interest revenue.
(9) Includes stockholders' equity from discontinued operations.
(10) Includes allocations for capital and funding costs based on the location of
the asset.

105

ANALYSIS OF CHANGES IN NET INTEREST REVENUE, TAXABLE EQUIVALENT BASIS (1)(2)(3)

(1) The taxable equivalent adjustment is based on the U.S. Federal statutory
tax rate of 35%.
(2) Rate/volume variance is allocated based on the percentage relationship of
changes in volume and changes in rate to the total net change.
(3) Detailed average volume, interest revenue and interest expense excluded
discontinued operations. See Note 4 to the Consolidated Financial
Statements.
(4) Changes in average rates reflect changes in prevailing local interest rates
including inflationary effects and monetary correction in certain
countries.
(5) Interest expense on trading account liabilities of Salomon Smith Barney is
reported as a reduction of interest revenue.

106

RATIOS

(1) Based on net income less total preferred stock dividends as a percentage of
average common stockholders' equity.
(2) Based on net income less preferred stock dividends as a percentage of
average total stockholders' equity.

AVERAGE DEPOSIT LIABILITIES IN OFFICES OUTSIDE THE U.S. (1)

(1) Interest rates and amounts include the effects of risk management
activities, and also reflect the impact of the local interest rates
prevailing in certain countries. See Note 25 to the Consolidated Financial
Statements.
(2) Primarily consists of time certificates of deposit and other time deposits
in denominations of $100,000 or more.

MATURITY PROFILE OF TIME DEPOSITS ($100,000 OR MORE) IN U.S. OFFICES

SHORT-TERM AND OTHER BORROWINGS(1)

(1) Original maturities of less than one year.
(2) Rates reflect the impact of local interest rates prevailing in countries
outside the United States.
(3) Interest rates include the effects of risk management activities. See Notes
14 and 25 to the Consolidated Financial Statements.
(4) Based on contractual rates at year-end.
(5) Excludes discontinued operations.

107

REGULATION AND SUPERVISION

BANK HOLDING COMPANY REGULATION

The Company is a bank holding company within the meaning of the U.S.
Bank Holding Company Act of 1956 (BHC Act) registered with, and subject to
examination by, the Board of Governors of the Federal Reserve System (FRB).
The subsidiary depository institutions of the Company (the banking
subsidiaries), including its principal bank subsidiary, Citibank, N.A.
(Citibank), are subject to supervision and examination by their respective
federal and state banking authorities. The nationally chartered subsidiary
banks, including Citibank, are supervised and examined by the Office of the
Comptroller of the Currency (OCC); Federal savings association subsidiaries
are regulated by the Office of Thrift Supervision (OTS); and state-chartered
depository institutions are supervised by the banking departments within
their respective states (California, New York, Delaware, and Utah), as well
as the Federal Deposit Insurance Corporation (FDIC). The FDIC also has
back-up enforcement authority with respect to each of the banking
subsidiaries, the deposits of which are insured by the FDIC, up to applicable
limits. The Company also controls (either directly or indirectly) overseas
banks, branches, and agencies. In general, the Company's overseas activities
are regulated by the FRB and OCC, and are also regulated by supervisory
authorities of the host countries.

The Company's banking subsidiaries are also subject to requirements and
restrictions under federal, state, and foreign law, including requirements to
maintain reserves against deposits, restrictions on the types and amounts of
loans that may be made and the interest that may be charged thereon, and
limitations on the types of investments that may be made and the types of
services that may be offered. Various consumer laws and regulations also affect
the operations of the Company's banking subsidiaries.

The activities of U.S. bank holding companies are generally limited to the
business of banking, managing or controlling banks, and other activities that
the FRB determines to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. In addition, under the
Gramm-Leach-Bliley Act (the GLB Act), bank holding companies, such as the
Company, all of whose controlled depository institutions are "well capitalized"
and "well managed," as defined in Federal Reserve Regulation Y, and which obtain
satisfactory Community Reinvestment Act ratings, have the ability to declare
themselves to be "financial holding companies" and engage in a broader spectrum
of activities, including insurance underwriting and brokerage (including
annuities), and underwriting and dealing securities. The Company has declared
itself to be a financial holding company. Financial holding companies that do
not continue to meet all of the requirements for such status will, depending on
which requirement they fail to meet, face not being able to undertake new
activities or acquisitions that are financial in nature, or losing their ability
to continue those activities that are not generally permissible for bank holding
companies. Under the BHC Act, after two years from the date as of which the
Company became a bank holding company, the Company was required to conform any
activities that were not considered to be closely related to banking or
financial in nature under the BHC Act. This two-year period may be extended by
the FRB for three additional one-year periods, upon application by the Company
and finding by the FRB that such an extension would not be detrimental to the
public interest. The Company obtained such an extension with respect to several
activities in October 2000, October 2001 and October 2002.

Under the GLB Act, financial holding companies are able to make
acquisitions in companies that engage in activities that are financial in
nature, both in the U.S. and outside of the United States. No prior approval of
the FRB is generally required for such acquisitions except for the acquisition
of U.S. depository institutions and, in some cases, foreign banks. In addition,
under merchant banking authority added by the GLB Act, financial holding
companies are authorized to invest in companies that engage in activities that
are not financial in nature, as long as the financial holding company makes its
investment with the intention of limiting the investment in duration, does not
manage the company on a day-to-day basis, and the investee company does not
cross-market with any of the financial holding company's controlled depository
institutions. This authority applies to investments both in the U.S. and outside
the United States. Regulations interpreting and conditioning this authority have
been promulgated. Bank holding companies also retain their authority, subject to
prior specific or general FRB consent, to acquire less than 20% of the voting
securities of a company that does not do business in the United States, and 20%
or more of the voting securities of any such company if the FRB finds by
regulation or order that its activities are usual in connection with banking or
finance outside the United States. In general, bank holding companies that are
not financial holding companies may engage in a broader range of activities
outside the United States than they may engage in inside the United States,
including sponsoring, distributing, and advising open-end mutual funds, and
underwriting and dealing in debt, and to a limited extent, equity securities,
subject to local country laws.

Subject to certain limitations and restrictions, a U.S. bank holding
company, with the prior approval of the FRB, may acquire an out-of-state bank.
Banks in states that do not prohibit out-of-state mergers may merge with the
approval of the appropriate Federal bank regulatory agency. A national or state
bank may establish a de novo branch out of state if such branching is expressly
permitted by the other state. A Federal savings association is generally
permitted to open a de novo branch in any state.

Outside the U.S., subject to certain requirements for prior FRB consent or
notice, the Company may acquire banks and Citibank may establish branches
subject to local laws and to U.S. laws prohibiting companies from doing business
in certain countries.

The Company's earnings and activities are affected by legislation, by
actions of its regulators, and by local legislative and administrative bodies
and decisions of courts in the foreign and domestic jurisdictions in which the
Company and its subsidiaries conduct business. For example, these include
limitations on the ability of certain subsidiaries to pay dividends to their
intermediate holding companies and on the abilities of those holding companies
to pay dividends to the Company (see Note 20 to the Consolidated Financial
Statements). It is the policy of the FRB that bank holding companies should pay
cash dividends on common stock only out of income available over the past year
and only if prospective earnings retention is consistent with the organization's
expected future needs and financial condition. The policy provides that bank
holding companies should not maintain a level of cash dividends that undermines
the bank holding company's ability to serve as a source of strength to its
banking subsidiaries.

Various federal and state statutory provisions limit the amount of
dividends that subsidiary banks and savings associations can pay to their
holding companies without regulatory approval. In addition to these explicit
limitations, the Federal regulatory agencies are authorized to prohibit a
banking subsidiary or bank holding company from engaging in an unsafe or unsound
banking practice. Depending upon the circumstances, the agencies could take the
position that paying a dividend would constitute an unsafe or unsound banking
practice.

108

Numerous other federal and state laws also affect the Company's earnings
and activities including federal and state consumer protection laws. Legislation
may be enacted or regulation imposed in the U.S. or its political subdivisions,
or in any other jurisdiction in which the Company does business, to further
regulate banking and financial services or to limit finance charges or other
fees or charges earned in such activities. There can be no assurance whether any
such legislation or regulation will place additional limitations on the
Company's operations or adversely affect its earnings. The preceding statement
is a forward-looking statement within the meaning of the Private Securities
Litigation Reform Act. See "Forward-Looking Statements" on page 36.

There are various legal restrictions on the extent to which a bank
holding company and certain of its nonbank subsidiaries can borrow or
otherwise obtain credit from banking subsidiaries or engage in certain other
transactions with or involving those banking subsidiaries. In general, these
restrictions require that any such transactions must be on terms that would
ordinarily be offered to unaffiliated entities and secured by designated
amounts of specified collateral. Transactions between a banking subsidiary
and the holding company or any nonbank subsidiary are limited to 10% of the
banking subsidiary's capital stock and surplus, and as to the holding company
and all such nonbank subsidiaries in the aggregate, to 20% of the bank's
capital stock and surplus.

The Company's right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a liquidation
or other resolution of an insured depository institution, the claims of
depositors and other general or subordinated creditors are entitled to a
priority of payment over the claims of holders of any obligation of the
institution to its stockholders, including any depository institution holding
company (such as the Company) or any stockholder or creditor thereof.

In the liquidation or other resolution of a failed U.S. insured depository
institution, deposits in U.S. offices and certain claims for administrative
expenses and employee compensation are afforded a priority over other general
unsecured claims, including deposits in offices outside the U.S., non-deposit
claims in all offices, and claims of a parent such as the Company. Such priority
creditors would include the FDIC, which succeeds to the position of insured
depositors.

A financial institution insured by the FDIC that is under common control
with a failed or failing FDIC-insured institution can be required to indemnify
the FDIC for losses resulting from the insolvency of the failed institution,
even if this causes the affiliated institution also to become insolvent. Any
obligations or liability owed by a subsidiary depository institution to its
parent company is subordinate to the subsidiary's cross-guarantee liability with
respect to commonly controlled insured depository institutions and to the rights
of depositors.

Under FRB policy, a bank holding company is expected to act as a source of
financial strength to each of its banking subsidiaries and commit resources to
their support. As a result of that policy, the Company may be required to commit
resources to its subsidiary banks in certain circumstances. However, under the
GLB Act, the FRB is not able to compel a bank holding company to remove capital
from its regulated securities or insurance subsidiaries in order to commit such
resources to its subsidiary banks.

The Company and its U.S. insured depository institution subsidiaries are
subject to risk-based capital and leverage guidelines issued by U.S. regulators
for banks, savings associations, and bank holding companies. The regulatory
agencies are required by law to take specific prompt actions with respect to
institutions that do not meet minimum capital standards and have defined five
capital tiers, the highest of which is "well capitalized." As of December 31,
2002, the Company's bank and thrift subsidiaries, including Citibank, were "well
capitalized." See "Management's Discussion and Analysis" and Note 20 to the
Consolidated Financial Statements for capital analysis.

A bank is not required to repay a deposit at a branch outside the U.S. if
the branch cannot repay the deposit due to an act of war, civil strife, or
action taken by the government in the host country, unless the bank has
expressly agreed to do so in writing.

The GLB Act included the most extensive consumer privacy provisions ever
enacted by Congress. These provisions, among other things, require full
disclosure of the Company's privacy policy to consumers and mandate offering the
consumer the ability to "opt out" of having non-public customer information
disclosed to third parties. Pursuant to these provisions, the Federal banking
regulators have adopted privacy regulations. In addition, the states are
permitted to adopt more extensive privacy protections through legislation or
regulation. There can be no assurance whether any such legislation or regulation
will place additional limitations on the Company's operations or adversely
affect its earnings. The preceding statement is a forward-looking statement
within the meaning of the Private Securities Litigation Reform Act. See
"Forward-Looking Statements" on page 36.

The earnings of the Company, Citibank, and their subsidiaries and
affiliates are affected by general economic conditions and the conduct of
monetary and fiscal policy by the U.S. government and by governments in other
countries in which they do business.

Legislation is from time to time introduced in Congress or in the States
that may change banking statutes and the operating environment of the Company
and its banking subsidiaries in substantial and unpredictable ways. The Company
cannot determine whether any such proposed legislation will be enacted, and if
enacted, the ultimate effect that any such potential legislation or implementing
regulations would have upon the financial condition or results of operations of
the Company or its subsidiaries.

INSURANCE--STATE REGULATION

The Company's insurance subsidiaries are subject to regulation in the various
states and jurisdictions in which they transact business. The regulation,
supervision and administration relate, among other things, to the standards of
solvency that must be met and maintained, the licensing of insurers and their
agents, the lines of insurance in which they may engage, the nature of and
limitations on investments, premium rates, restrictions on the size of risks
that may be insured under a single policy, reserves and provisions for unearned
premiums, losses and other obligations, deposits of securities for the benefit
of policyholders, approval of policy forms and the regulation of market conduct
including the use of credit information in underwriting as well as other
underwriting and claims practices. In addition, many states have enacted
variations of competitive rate-making laws which allow insurers to set certain
premium rates for certain classes of insurance without having to obtain the
prior approval of the state insurance department. State insurance departments
also conduct periodic examinations of the affairs of insurance companies and
require the filing of annual and other reports relating to the financial
condition of companies and other matters.

Although the Company is not regulated as an insurance company, it is the
owner, through various holding company subsidiaries, of the capital stock of its
insurance subsidiaries and as such is subject to state insurance holding company
statutes, as well as certain other laws, of each of the states of

109

domicile of its insurance subsidiaries. All holding company statutes, as well
as certain other laws, require disclosure and, in some instances, prior
approval of material transactions between an insurance company and an
affiliate.

The Company's insurance subsidiaries are subject to various state statutory
and regulatory restrictions in each company's state of domicile, which limit the
amount of dividends or distributions by an insurance company to its
stockholders.

Many state insurance regulatory laws intended primarily for the protection
of policyholders contain provisions that require advance approval by state
agencies of any change in control of an insurance company that is domiciled (or,
in some cases, having such substantial business that it is deemed to be
commercially domiciled) in that state. "Control" is generally presumed to exist
through the ownership of 10% or more of the voting securities of a domestic
insurance company or of any company that controls a domestic insurance company.
In addition, many state insurance regulatory laws contain provisions that
require prenotification to state agencies of a change in control of a
nondomestic admitted insurance company in that state. Such requirements may
deter, delay or prevent certain transactions affecting the control of or the
ownership of the Company's common stock, including transactions that could be
advantageous to the stockholders of the Company.

SECURITIES REGULATION

Certain U.S. and non-U.S. subsidiaries are subject to various securities and
commodities regulations and capital adequacy requirements promulgated by the
regulatory and exchange authorities of the jurisdictions in which they operate.

The Company's U.S. registered broker/dealer subsidiaries are subject to the
Securities and Exchange Commission's (the SEC) net capital rule, Rule 15c3-1
(the Net Capital Rule), promulgated under the Exchange Act. The Net Capital Rule
requires the maintenance of minimum net capital, as defined. The Net Capital
Rule also limits the ability of broker/dealers to transfer large amounts of
capital to parent companies and other affiliates. Compliance with the Net
Capital Rule could limit those operations of the Company that require the
intensive use of capital, such as underwriting and trading activities and the
financing of customer account balances, and also could restrict Salomon Smith
Barney Holdings Inc.'s ability to withdraw capital from its broker/dealer
subsidiaries, which in turn could limit Salomon Smith Barney Holdings Inc.'s
ability to pay dividends and make payments on its debt. See Notes 14 and 20 to
the Consolidated Financial Statements. Certain of the Company's broker/dealer
subsidiaries are also subject to regulation in the countries outside of the U.S.
in which they do business. Such regulations may include requirements to maintain
specified levels of net capital or its equivalent.

The Company is the indirect parent of investment advisers registered and
regulated under the Investment Advisers Act of 1940 who provide investment
advice to investment companies subject to regulation under the Investment
Company Act of 1940. Under these Acts, advisory contracts between the Company's
investment adviser subsidiaries and these investment companies (Affiliated
Funds) would automatically terminate upon an assignment of such contracts by the
investment adviser. Such an assignment would be presumed to have occurred if any
party were to acquire more than 25% of the Company's voting securities. In that
event, consent to the assignment from the stockholders of the Affiliated Funds
involved would be needed for the advisory relationship to continue. In addition,
subsidiaries of the Company and the Affiliated Funds are subject to certain
restrictions in their dealings with each other.

COMPETITION

The Company and its subsidiaries are subject to intense competition in all
aspects of their businesses from both bank and non-bank institutions that
provide financial services and, in some of their activities, from government
agencies.

GENERAL BUSINESS FACTORS

In the judgment of the Company, no material part of the business of the Company
and its subsidiaries is dependent upon a single customer or group of customers,
the loss of any one of which would have a materially adverse effect on the
Company, and no one customer or group of affiliated customers accounts for as
much as 10% of the Company's consolidated revenues.

PROPERTIES

The Company's executive offices are located at 399 Park Avenue, New York, New
York. 399 Park Avenue is a 39-story building which is partially leased by the
Company and certain of its subsidiaries, including the principal offices of
Citicorp and Citibank. The Company and certain of its subsidiaries occupy office
space in Citigroup Center (153 E. 53rd St., New York, NY) under a long-term
lease. Citibank owns a building in Long Island City, New York and leases a
building located at 111 Wall Street in New York City, which are totally occupied
by the Company and certain of its subsidiaries.

The principal offices of TIC and TLAC are located in Hartford, Connecticut.
The majority of such office space in Hartford is leased either from TPC or from
third parties.

Additionally, the Company's life insurance subsidiaries lease certain other
non-material office space throughout the United States.

Salomon Smith Barney leases two buildings located at 388 and 390 Greenwich
Street in New York City. These leases, which expire in 2008, include a purchase
option with respect to the related properties. The principal offices of Salomon
Smith Barney are located at 388 Greenwich Street, New York, New York.

Associates maintains its principal offices in Irving, Texas, in facilities
which are, in part, owned and, in part, leased by it. Associates has office and
branch sites for its business units throughout the United States, Canada, Asia
(Japan, Taiwan, Philippines and Hong Kong), Europe and Latin America. The
majority of these sites are leased and, although numerous, none is material to
Associates' operations.

Other offices and certain warehouse space are owned, none of which is
material to the Company's financial condition or operations.

The Company believes its properties are adequate and suitable for its
business as presently conducted and are adequately maintained. For further
information concerning leases, see Note 28 to the Consolidated Financial
Statements.

LEGAL PROCEEDINGS

ENRON CORP.

In April 2002, Citigroup and, in one case, Salomon Smith Barney Inc. (SSB) were
named as defendants along with, among others, commercial and/or investment
banks, certain current and former Enron officers and directors, lawyers and
accountants in two putative consolidated class action complaints that were filed
in the United States District Court for the Southern District of Texas seeking
unspecified damages. One action, brought on behalf of individuals who purchased
Enron securities (NEWBY, ET AL. V. ENRON CORP., ET AL.), alleges violations of
Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b)
and 20(a) of the Securities

110

Exchange Act of 1934, as amended, and the other action, brought on behalf of
current and former Enron employees (TITTLE, ET AL. V. ENRON CORP., ET AL.),
alleges violations of the Employment Retirement Income Security Act of 1974,
as amended (ERISA), and the Racketeer Influenced and Corrupt Organizations
Act (RICO), as well as claims for negligence and civil conspiracy. On May 8,
2002, Citigroup and SSB filed motions to dismiss the complaints. On December 19,
2002, the motions to dismiss the NEWBY complaint were denied. The motion to
dismiss the complaint in TITTLE remains pending.

In July 2002, Citigroup, SSB and various of its affiliates and certain of
their officers and other employees were named as defendants, along with, among
others, commercial and/or investment banks, certain current and former Enron
officers and directors, lawyers and accountants in a putative class action filed
in the United States District Court for the Southern District of New York on
behalf of purchasers of the Yosemite Notes and Enron Credit-Linked Notes, among
other securities (HUDSON SOFT CO., LTD. V. CREDIT SUISSE FIRST BOSTON
CORPORATION, ET AL.). The amended complaint alleges violations of RICO and of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and
seeks unspecified damages.

Additional actions have been filed against Citigroup and certain of its
affiliates, along with other parties, including (i) three actions brought in
different state courts by state pension plans, alleging violations of state
securities law and claims for common law fraud and unjust enrichment; (ii) an
action by banks that participated in two Enron revolving credit facilities,
alleging fraud, gross negligence, and breach of implied duties in connection
with defendants' administration of a credit facility with Enron; (iii) an action
brought by several funds in connection with secondary market purchases of Enron
debt securities, alleging violations of the federal securities law, including
Section 11 of the Securities Act of 1933, as amended, and claims for fraud and
misrepresentation; (iv) a series of putative class actions by purchasers of
NewPower Holdings common stock, alleging violations of the federal securities
law, including Section 11 of the Securities Act of 1933, as amended, and Section
10(b) of the Securities Exchange Act of 1934, as amended; (v) an action brought
by two investment funds in connection with purchases of Enron-related securities
for alleged violations of state securities and unfair competition statutes; (vi)
an action brought by several investment funds and fund owners in connection with
purchases of notes of the Osprey I and Osprey II Trusts for alleged violation of
state and federal securities laws and claims for common law fraud,
misrepresentation and conspiracy; (vii) an action brought by several investment
funds and fund owners in connection with purchases of notes of the Osprey I and
Osprey II Trusts for alleged violation of state and federal securities laws and
state unfair competition laws and claims for common law fraud and
misrepresentation; (viii) an action brought by the Attorney General of
Connecticut in connection with various commercial and investment banking
services provided to Enron; (ix) a putative class action brought by clients of
SSB in connection with research reports concerning Enron, alleging breach of
contract; (x) actions brought by several investment funds in connection with the
purchase of notes and/or certificates of the Osprey Trusts, the Marlin Trust,
and the Marlin Water trust, as well as the purchase of other Enron or
Enron-related securities, alleging violation of state and federal securities
laws, and common law civil conspiracy and fraud; (xi) an action brought by a
retirement and health benefits plan in connection with the purchase of certain
Enron notes, alleging violation of federal securities law, including Section 11
of the Securities Act of 1933, as amended, violations of state securities and
unfair competition law, and common law fraud and breach of fiduciary duty; and
(xii) an action brought by two broker/dealers in connection with the purchase of
certain notes, alleging violation of federal and state securities laws. Several
of these cases have been consolidated with the NEWBY action and stayed pending
the Court's decision on the pending motions of certain defendants to dismiss
NEWBY.

Additionally, Citigroup has provided substantial information to, and has
entered into substantive discussions with, the Securities and Exchange
Commission regarding certain of its transactions with Enron. Citigroup and
certain of its affiliates also have received subpoenas and requests for
information from various other regulatory and governmental agencies and
Congressional committees, as well as from the Special Examiner in the Enron
bankruptcy, regarding certain transactions and business relationships with Enron
and its affiliates. Citigroup is cooperating fully with all such requests.

RESEARCH

Since May 2002, Citigroup, SSB and certain executive officers and current and
former employees have been named as defendants in numerous putative class action
complaints by purchasers of various securities alleging they violated federal
securities law, including Sections 10 and 20 of the Securities Exchange Act of
1934, as amended, for allegedly issuing research reports without a reasonable
basis in fact and for allegedly failing to disclose conflicts of interest with
companies in connection with published investment research, including Global
Crossing, Ltd., WorldCom, Inc., AT&T Corp., Winstar Communications, Inc., Rhythm
NetConnections, Inc., Level 3 Communications, Inc., Metromedia Fiber Network,
Inc., XO Communications, Inc., and Williams Communications Group Inc. Almost all
of these actions are pending before a single judge in the United States District
Court for the Southern District of New York for coordinated proceedings. The
court has consolidated these actions into nine separate categories corresponding
to the companies named above.

Additional actions have been filed against Citigroup and certain of its
affiliates, and certain of their current and former directors, officers and
employees, along with other parties, including: (1) three putative class
actions filed in state courts and federal courts on behalf of persons who
maintained accounts with SSB asserting, among other things, common law
claims, claims under state statutes, and claims under the Investment Advisers
Act of 1940, for allegedly failing to provide objective and unbiased
investment research and investment management, seeking, among other things,
return of fees and commissions; (2) approximately fifteen actions filed in
different state courts by individuals asserting, among other claims, common
law claims and claims under state securities laws, for allegedly issuing
research reports without a reasonable basis in fact and for allegedly failing
to disclose conflicts of interest with companies in connection with published
investment research, including Global Crossing and WorldCom, Inc.;
(3) approximately five actions filed in different state courts by pension and
other funds asserting common law claims and statutory claims under, among
other things, state and federal securities laws, for allegedly issuing
research reports without a reasonable basis in fact and for allegedly failing
to disclose conflicts of interest with companies in connection with published
investment research, including WorldCom, Inc. and Qwest Communications
International Inc.; and (4) more than two hundred arbitrations asserting
common law claims and statutory claims under, among other things, state and
federal securities laws, for allegedly issuing research reports without a
reasonable basis in fact and for allegedly failing to disclose conflicts of
interest with companies in connection with published investment research.

111

On or about January 27, 2003, lead plaintiff in a consolidated putative
class action in the United States District Court for the District of New Jersey
(IN RE AT&T CORPORATION SECURITIES LITIGATION) sought leave to amend its
complaint on behalf of purchasers of AT&T common stock asserting claims against,
among others, AT&T Corporation, to add as named defendants Citigroup, SSB and
certain executive officers and current and former employees, asserting claims
under federal securities laws for allegedly issuing research reports without a
reasonable basis in fact and for allegedly failing to disclose conflicts of
interest with AT&T in connection with published investment research.

On or about January 28, 2003, lead plaintiff in a consolidated putative
class action in the United States District Court for the Southern District of
New York (IN RE GLOBAL CROSSING, LTD. SECURITIES LITIGATION) filed a
consolidated complaint on behalf of purchasers of the securities of Global
Crossing and its subsidiaries, which names as defendants, among others,
Citigroup, SSB and certain executive officers and current and former employees,
asserting claims under federal securities laws for allegedly issuing research
reports without a reasonable basis in fact and for allegedly failing to disclose
conflicts of interest with Global Crossing in connection with published
investment research.

Since April 2002, SSB and several other broker/dealers have received
subpoenas and/or requests for information from various governmental and
self-regulatory agencies and Congressional committees. On December 20, 2002,
Citigroup and a number of other broker/dealers reached a settlement-in-principle
with the Securities and Exchange Commission, the National Association of
Securities Dealers, the New York Stock Exchange and the Attorney General of New
York of all issues raised in their research, initial public offerings allocation
and spinning-related inquiries.

WORLDCOM, INC.

Citigroup and SSB are involved in a number of lawsuits arising out of the
underwriting of debt securities of WorldCom, Inc. These lawsuits include
putative class actions filed in July 2002 by alleged purchasers of WorldCom debt
securities in the United States District Court for the Southern District of New
York (ABOVE PARADISE INVESTMENTS LTD. V. WORLDCOM, INC., ET AL.; MUNICIPAL
POLICE EMPLOYEES RETIREMENT SYSTEM OF LOUISIANA V. WORLDCOM, INC., ET AL.), and
in the United States District Court for the Southern District of Mississippi
(LONGACRE MASTER FUND V. WORLDCOM, INC., ET AL.). These putative class action
complaints assert violations of federal securities law, including Sections 11
and 12 of the Securities Act of 1933, as amended, and seek unspecified damages
from the underwriters.

On October 11, 2002, the ABOVE PARADISE and MUNICIPAL POLICE EMPLOYEES
lawsuits filed in the United States District Court for the Southern District of
New York were superseded by the filing of a consolidated putative class action
complaint in the United States District Court for the Southern District of New
York (IN RE WORLDCOM, INC. SECURITIES LITIGATION). In the consolidated
complaint, in addition to the claims of violations by the underwriters of the
federal securities law, including Sections 11 and 12 of the Securities Act of
1933, as amended, the plaintiffs allege violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated
thereunder, by SSB arising out of alleged conflicts of interest of SSB and Jack
Grubman. The plaintiffs continue to seek unspecified compensatory damages. In
addition to the consolidated class action complaint, the Southern District of
Mississippi class action has been transferred by the Judicial Panel on
MultiDistrict Litigation to the Southern District of New York for centralized
pre-trial proceedings with other WorldCom-related actions.

In addition to the several putative class actions that have been commenced,
certain individual actions have been filed in various federal and state courts
against Citigroup and SSB, along with other parties, concerning WorldCom debt
securities including individual state court actions brought by approximately 18
pension funds and other institutional investors in connection with the
underwriting of debt securities of WorldCom alleging violations of Section 11 of
the Securities Act of 1933, as amended, and, in one case, violations of various
state securities laws and common law fraud. Most of these actions have been
removed to federal court and have been transferred to the Southern District of
New York for centralized pre-trial proceedings with other WorldCom-related
actions.

A putative class action on behalf of participants in WorldCom's 401(k)
salary savings plan and those WorldCom benefit plans covered by ERISA alleging
violations of ERISA and common law fraud (EMANUELE v. WORLDCOM, INC., ET AL.),
which was commenced in the United States District Court for the District of
Columbia, also has been transferred by the Judicial Panel on MultiDistrict
Litigation to the Southern District of New York for centralized pre-trial
proceedings with other WorldCom-related actions. In December 2002, the claims
against SSB and the other underwriters were dismissed without prejudice.

OTHER

In April 2002, consolidated amended complaints were filed against SSB and other
investment banks named in numerous putative class actions filed in the United
States District Court for the Southern District of New York alleging violations
of certain federal securities laws (including Section 11 of the Securities Act
of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934,
as amended) with respect to the allocation of shares for certain initial public
offerings and related aftermarket transactions and damage to investors caused by
allegedly biased research analyst reports. On February 19, 2003, the court
issued an opinion denying the defendants' motion to dismiss. Also pending in the
Southern District of New York against SSB and other investment banks are several
putative class actions which have been consolidated into a single class action
alleging violations of certain federal and state antitrust laws in connection
with the allocation of shares in initial public offerings when acting as
underwriters. The defendants in this action have moved to dismiss the
consolidated amended complaint but the Court has not yet rendered a decision on
those motions.

Beginning in July 2002, Citigroup and members of its Board of Directors
were named as defendants in shareholder derivative complaints filed in New York
Supreme Court, New York County, and the Court of Chancery of the State of
Delaware alleging claims for breach of fiduciary duty, negligent breach of
fiduciary duty, gross mismanagement, waste of corporate assets and
indemnification. In September 2002, the Delaware actions were consolidated under
the caption IN RE: CITIGROUP INC. SHAREHOLDERS LITIGATION and a motion to
dismiss the action was filed in November 2002. In December 2002, before that
motion was decided, plaintiffs filed an amended complaint which defendants moved
to dismiss in January 2003. In October 2002, the actions filed in New York
Supreme Court were either dismissed without prejudice or withdrawn. In January
2003, another shareholder derivative suit was filed in the United States
District Court for the Southern District of New York. This complaint is
substantially similar to the consolidated Delaware action with the exception of
a claim for violation of Section 14 (a) of the Securities Exchange Act of 1934,
as amended. Beginning in July 2002,

112

Citigroup and certain officers were also named as defendants in putative
class actions filed in the United States District Court for the Southern
District of New York brought on behalf of purchasers of Citigroup common
stock alleging violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended, and, in approximately half of the actions,
claims for common law fraud. In November 2002, these actions were
consolidated under the caption IN RE: CITIGROUP INC. SECURITIES LITIGATION.

Additional lawsuits containing similar claims to those described above may
be filed in the future.

SECURITY OWNERSHIP OF MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

(1) Includes 15.43 million shares issuable upon the vesting of deferred stock
awards. Does not include an aggregate of 16.26 million shares subject to
outstanding options under plans assumed by the Company in connection with
mergers and acquisitions. The Company has not made any awards under these
plans, and they are not considered as a source of shares for future awards
by the Company. The weighted-average exercise price of such options is
$35.27 per share. Some of the assumed options also entitle the holders to
receive an aggregate of up to 632,083 Litigation Tracking Warrants
("LTWs"). The LTWs were issued in 1998 to holders of the outstanding common
stock of Golden State Bancorp Inc. ("GSB"), and were assumed by Citigroup
upon the acquisition of GSB in 2002. The LTWs, which are listed on the
NASDAQ National Market under the trading symbol GSBNZ, could become
exercisable for shares of Citigroup common stock and cash upon the
occurrence of certain events. The number of shares for which each LTW may
become exercisable, if any, will depend on factors existing at such time,
including the number of LTWs that remain outstanding.
(2) As described in footnote 1 above, does not include 16.26 million shares
subject to outstanding options under certain plans assumed by the Company
in connection with mergers and acquisitions, and 15.43 million shares
subject to deferred stock awards.
(3) Includes 339.80 million shares available for issuance under the Citicorp
1997 Stock Incentive Plan ("1997 Plan"). The 1997 Plan, which expires in
2007, provides that the number of authorized shares shall be increased each
January 1 by 1.5% of the Company's shares outstanding (including treasury
shares) at the prior December 31st, plus any shares subject to awards which
were forfeited, canceled or settled without issuance. The 1997 Plan was
approved by shareholders of Citicorp on April 9, 1997, and assumed by
Citigroup pursuant to the merger of Citicorp and Travelers Group Inc.,
which was approved by shareholders of both companies on July 22, 1998. Does
not include shares that were available for issuance under plans approved by
shareholders of acquired companies but under which the Company does not
make any awards. Of the number of shares available for future issuance,
373.15 million of such shares are available under plans that provide for
awards of restricted stock, in addition to (or in lieu of) options,
warrants and rights.
(4) Includes 5.94 million shares issuable upon the vesting of deferred stock
awards. Does not include 310,609 shares subject to outstanding options
under a plan assumed by the Company in a merger. The Company has not made
any awards under this plan, and it is not considered as a source of shares
for future awards by the Company. The weighted-average exercise price of
such options is $45.37 per share.
(5) As described in footnote 4 above, does not include 310,609 shares subject
to outstanding options under a plan assumed by the Company in a merger, and
5.94 million shares subject to deferred stock awards.
(6) Does not include plans of acquired companies under which the Company does
not make any awards. Of the number of shares available for future issuance,
21.92 million of such shares are available under the EIP, which provides
for awards of restricted stock, in addition to (or in lieu of) options,
warrants and rights, and 132,600 shares are available under plans that
provide for awards of restricted stock only.

Most of the equity awards made by the Company are granted under four
shareholder approved plans--the Citigroup 1999 Stock Incentive Plan; the
Travelers Group Capital Accumulation Plan; the 1997 Citicorp Stock Incentive
Plan; and the Citigroup 2000 Employee Stock Purchase Plan. A small percentage of
equity awards are granted under several non-shareholder approved plans,
primarily the Citigroup Employee Incentive Plan ("EIP"). Generally, the awards
are made to employees who participate in the Company's stock option, stock award
or stock purchase programs.

All of the plans are administered by the Personnel and Compensation
Committee of the Citigroup Board of Directors (the "Committee"), which is
comprised entirely of non-employee independent directors. Persons eligible to
participate in the Company's equity plans are selected by management from time
to time and approved by the Committee.

The following disclosure is provided with respect to the EIP and other
plans that have not been submitted to shareholders for approval. Additional
information regarding the Company's equity compensation programs can be found in
Note 23 to the Company's financial statements.

NON-SHAREHOLDER APPROVED PLANS

The EIP, originally adopted by the Board of Directors in 1991, was amended
by the Board of Directors on April 17, 2001. Under the EIP, the Company may
award stock options, stock appreciation rights and other forms of stock awards,
including restricted stock, deferred stock and stock units. Executive officers
of the Company are not eligible to receive awards under the EIP or other
non-shareholder approved plans. EIP awards are generally restricted or deferred
stock awards, or stock options. The awards are made to new hires and to
participants in the Company's Capital Accumulation Program ("CAP") who are not
executive officers of the Company. CAP is an incentive and retention award
program pursuant to which a specified portion of a participant's incentive
compensation (or commissions) is delivered in the form of a restricted or
deferred stock award, or in some cases, restricted or deferred stock and stock
options. Vesting periods for EIP restricted and deferred stock awards, including
awards pursuant to CAP, are generally from three to five years and the awards
are subject to cancellation if a participant voluntarily leaves the Company.
Stock options awarded under the EIP, including CAP options, are non-qualified
stock options. Options granted prior to January 1, 2003 have ten-year terms and
vest at a rate of 20% per year, with the first vesting date generally occurring
twelve to eighteen months following the grant date. Generally, the options are
cancelled if an employee leaves the Company, except if for retirement,
disability or death, in which case the options may be exercisable for a limited
time.

Additionally, since December 2001, deferred stock awards that used to be
made under certain deferred compensation plans administered by Salomon Smith
Barney are now made under the EIP. These plans provide for deferred stock awards
to employees who meet certain specified performance targets. Generally, the
awards vest in five years. Awards are cancelled if an employee voluntarily
leaves the Company prior to vesting. Since December 2001, all equity awards
under these deferred compensation plans have been granted under the EIP.
Deferred stock awards granted under the Salomon Smith Barney Inc. Branch
Managers Asset Deferred Bonus Plan, the Salomon Smith Barney Inc. Asset
Gathering Bonus Plan, the Salomon Smith Barney Inc. Directors' Council Milestone
Bonus Plan and the Salomon Smith Barney Inc. Stock Bonus Plan for FC Associates
prior to December 2001 remain outstanding.

The Travelers Group Capital Accumulation Plan for PFS Representatives (the
"PFS Plan"), the Travelers Property Casualty Corp. Agency Capital Accumulation
Plan for Citigroup Stock (the "TPC Plan"), the Travelers Life and Annuity Agency
Capital Accumulation Plan, and the Travelers Life and Annuity (Producers Group)
Agency Stock Incentive Program (the "TLA Program") were adopted by the Company
at various times. These plans provide for CAP awards and other restricted stock
awards to agents of certain subsidiaries or affiliates of the Company. The TPC
Plan was terminated with

113

respect to new awards upon the spin-off of Travelers Property Casualty Corp.
in August 2002. The TLA Program was terminated with respect to new awards
following a one-time award in 2001. Beginning in July 2002, awards pursuant
to the PFS Plan are being made under the EIP.

The Travelers Group Stock Option Plan for PFS Representatives was adopted
in 1991. The plan provided for non-qualified stock option grants to certain
exclusive insurance agents. The plan is terminated with respect to new awards,
and all options that remain outstanding under the plan will expire by no later
than January 2005.

In connection with the acquisition of Associates First Capital Corporation
("Associates") in 2001, the Company assumed options granted to former Associates
directors pursuant to the Associates First Capital Corporation Deferred
Compensation Plan for Non-Employee Directors. Upon the acquisition, the options
vested and were converted to options to purchase Citigroup common stock, and the
plan was terminated. All options that remain outstanding under the plan will
expire by no later than January 2010.

The Citigroup 2000 International Stock Purchase Plan (the "International
Plan") was adopted in 2000 to allow employees outside the United States to
participate in the Company's stock purchase programs. The terms of the
International Plan are identical to the terms of the shareholder-approved
Citigroup 2000 Stock Purchase Plan (the "U.S. Plan"), except that it is not
intended to be qualified under Section 423 of the Internal Revenue Code. The
number of shares available for issuance under both plans may not exceed the
number authorized for issuance under the U.S. Plan.

EXECUTIVE OFFICERS

The following information with respect to each executive officer of Citigroup is
set forth below as of March 3, 2003: name, age and the position held with
Citigroup.

Except as described below, each executive officer has been employed in such
position or in other executive or management positions within the Company for at
least five years.

Sir Winfried Bischoff joined Citigroup in April 2000 upon the merger of J.
Henry Schroder & Co. Ltd. with Salomon Smith Barney Holdings Inc. and, from 1995
until that time, he was Chairman and Group Chief Executive of J. Henry Schroder
& Co. Ltd. Mr. Fischer joined Citigroup in 2002 and, prior to that time, was the
First Deputy Managing Director of the International Monetary Fund. Mr. Helfer
joined Citigroup in February 2003 and, prior to that time, was Executive Vice
President, Nationwide Mutual Insurance Company and Nationwide Financial
Services, Inc. from 2000 to 2003. Previously, Mr. Helfer was a partner and head
of the financial institutions practice group at Wilmer, Cutler and Pickering.
Ms. Krawcheck joined Citigroup in 2002 and, prior to that time, was Chairman and
Chief Executive Officer of Sanford C. Bernstein and an Executive Vice President
of Bernstein's parent company, Alliance Capital Management, L.P. from 2001.
Prior to that time, Ms. Krawcheck was the Director of Research at Bernstein. Mr.
Masin joined Citigroup in 2002 and, prior to that time, was President and Vice
Chairman of Verizon Communications Inc. from 2000. Previously, Mr. Masin was
Vice Chairman and President, International, of GTE Corporation. Mr. Rubin joined
Citigroup in October 1999 and, prior to that time, served as Secretary of the
Treasury of the United States from 1995 to 1999. Mr. Thomson joined Citigroup in
July 1998 and, prior to that time, was Senior Vice President, Strategic Planning
and Business Development for GE Capital Services.

114

10-K CROSS-REFERENCE INDEX

This Annual Report on Form 10-K incorporates into a single document the
requirements of the accounting profession and the Securities and Exchange
Commission, including a comprehensive explanation of 2002 results.

FORM 10-K

* For information regarding Citigroup Directors, see the material under
the caption "Election of Directors" in the definitive Proxy Statement
for Citigroup's Annual Meeting of Stockholders to be held on April 15,
2003, filed with the SEC (the "Proxy Statement"), incorporated herein by
reference.
** See the material under the captions "Executive Compensation" and "How We
Have Done" in the Proxy Statement, incorporated herein by reference.
*** See the material under the captions "About the Annual Meeting" and
"Stock Ownership" in the Proxy Statement, incorporated herein by
reference.
**** See the material under the captions "Election of Directors" and
"Executive Compensation" in the Proxy Statement, incorporated herein by
reference.

None of the foregoing incorporation by reference shall include the
information referred to in Item 402(a)(8) of Regulation S-K.

115

CORPORATE INFORMATION

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following exhibits are either filed herewith or have been previously filed
with the Securities and Exchange Commission and are filed herewith by
incorporation by reference:

- - Citigroup's Restated Certificate of Incorporation, as amended,
- - Citigroup's By-Laws,
- - Instruments Defining the Rights of Security Holders, Including Indentures,
- - Material Contracts, including certain compensatory plans available only to
officers and/or directors,
- - Statements re: Computation of Ratios,
- - Code of Ethics for Financial Professionals,
- - Subsidiaries of the Registrant,
- - Consents of Experts,
- - Powers of Attorney of Directors Armstrong, Belda, David, Derr, Deutch, Harp
Helu, Hernandez Ramirez, Jordan, Mark, Mecum, Parsons, Pearson, Rubin,
Thomas, and Zankel,
- - CEO and CFO certifications under Section 906 of the Sarbanes-Oxley Act of
2002.

A more detailed exhibit index has been filed with the SEC. Stockholders may
obtain copies of that index, or any of the documents on that index, by writing
to Citigroup, Corporate Governance, 425 Park Avenue, 2nd Floor, New York, New
York 10043, or on the Internet at http://www.sec.gov.

Financial Statements filed for Citigroup Inc. and Subsidiaries:
Consolidated Statement of Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows

Pursuant to the Agreement and Plan of Merger, dated as of May 21, 2002, by
and among the Company, Golden State Bancorp Inc., a Delaware corporation (GSB),
and the other parties named therein (the Merger Agreement), on November 7, 2002,
GSB merged with and into a newly formed subsidiary of the Company (the Merger).
In the Merger, the Company acquired all of the outstanding capital stock of GSB
in consideration for an aggregate of approximately $2.3 billion in cash and 79.5
million shares of Company common stock, of which 2,718,347 shares were issued to
Hunter's Glen/Ford, Ltd., a limited partnership organized under the laws of the
State of Texas (HG/F), in reliance upon an exemption from the registration
requirements of the Securities Act of 1933 provided by Section 4(2) thereof. No
underwriters were used in this transaction.

Pursuant to the Securityholders Agreement entered into by and among the
Company, GSB and certain shareholders of GSB (including GSB Investments Corp., a
Delaware corporation (GSB Investments), and HG/F and their respective
affiliates), on November 11, 2002, an aggregate of 3,413,977 shares of Company
common stock were issued to GSB Investments and HG/F in reliance upon an
exemption from the registration requirements of the Securities Act of 1933
provided by Section 4(2) thereof. These shares were issued in satisfaction of
the rights of GSB Investments and HG/F to receive common stock of GSB in respect
of $107,902,207 of federal income tax benefits realized by GSB.

Pursuant to the Securityholders Agreement, GSB Investments and HG/F made
certain representations to the Company as to investment intent and that they
possessed a sufficient level of financial sophistication. The unregistered
shares are subject to restrictions on transfer absent registration under or
compliance with the Securities Act of 1933.

On October 16, 2002, the Company filed a Current Report on Form 8-K, dated
October 15, 2002, reporting under Item 5 thereof the results of its operations
for the quarter ended September 30, 2002, and certain other selected financial
data.

On October 22, 2002, the Company filed a Current Report on Form 8-K, dated
October 16, 2002, filing as exhibits under Item 7 thereof the Terms Agreement,
dated October 16, 2002, and the Form of Note relating to the offer and sale of
the Company's Floating Rate Notes due October 22, 2004.

On October 31, 2002, the Company filed a Current Report on Form 8-K, dated
October 24, 2002, filing as exhibits under Item 7 thereof the Terms Agreement,
dated October 24, 2002, and the Form of Note relating to the offer and sale of
the Company's 5.625% Subordinated Notes due August 27, 2012.

On November 7, 2002, the Company filed a Current Report on Form 8-K, dated
November 7, 2002, (a) reporting under Item 5 thereof that Citigroup had
completed its acquisition of Golden State Bancorp Inc., and (b) filing as an
exhibit under Item 7 thereof a copy of the related press release dated November
7, 2002.

On November 14, 2002, the Company filed a Current Report on Form 8-K, dated
November 7, 2002, filing as exhibits under Item 7 thereof the Terms Agreement,
dated November 7, 2002, the Forms of Notes and the Form of Fiscal Agency
Agreement relating to the offer and sale of the Company's 4.625% Notes due
November 14, 2007.

On November 20, 2002, the Company filed a Current Report on Form 8-K, dated
November 20, 2002, (a) noting under Item 5 thereof that the Company, in its
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2002, had
presented Travelers Property and Casualty Corp. as a discontinued operation and
also had presented updated business segment disclosures based on certain recent
organizational changes and (b) filing as exhibits under Item 7 thereof (i)
supplemental information of Citigroup reflecting certain organizational and
discontinued operations changes, (ii) historical audited consolidated financial
statements of Citigroup, conformed to reflect organization changes and
discontinued operations and (iii) the independent auditors' report.

On December 4, 2002, the Company filed a Current Report on Form 8-K, dated
December 4, 2002, filing as an exhibit under Item 7 thereof the Historical
Annual Supplement of Citigroup.

On December 23, 2002, the Company filed a Current Report on Form 8-K, dated
December 23, 2002, (a) reporting under Item 5 thereof that Citigroup had reached
a settlement-in-principle with the SEC, the NASD, the NYSE and the Attorney
General of New York of all issues raised in their research, initial public
offerings allocation and spinning-related inquiries, and (b) filing as an
exhibit under Item 7 thereof a copy of the related press release dated December
23, 2002.

No other reports on Form 8-K were filed during the 2002 fourth quarter;
however, on January 22, 2003, the Company filed a Current Report on Form 8-K,
dated January 21, 2003, reporting under Item 5 thereof the results of its
operations for the quarter and year ended December 31, 2002, and certain other
selected financial data.

On January 31, 2003, the Company filed a Current Report on Form 8-K, dated
January 24, 2003, filing as exhibits under Item 7 thereof the Terms Agreement,
dated January 24, 2003, and the Form of Note relating to the offer and sale of
the Company's 3.50% Notes due February 1, 2008.

116

On February 7, 2003, the Company filed a Current Report on Form 8-K,
dated January 30, 2003, filing as exhibits under Item 7 thereof the Terms
Agreement, dated January 30, 2003, and the Form of Note relating to the offer
and sale of the Company's Floating Rate Notes due February 7, 2005.

On February 13, 2003, the Company filed a Current Report on Form 8-K, dated
February 13, 2003, filing as an exhibit under Item 7 thereof an opinion
regarding certain tax matters in connection with the issuance by Citigroup
Capital IX of capital securities.

On February 19, 2003, the Company filed a Current Report on Form 8-K, dated
February 11, 2003, filing as exhibits under Item 7 thereof the Terms Agreement,
dated February 11, 2003, and the Form of Note relating to the offer and sale of
the Company's 5.875% Subordinated Notes due February 22, 2033.

Securities and Exchange Commission
Washington, DC 20549
Form 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2002 Commission File Number 1-9924

Citigroup Inc.
Incorporated in the State of Delaware
IRS Employer Identification Number: 52-1568099
Address: 399 Park Avenue
New York, New York 10043
Telephone: 212 559 1000

STOCKHOLDER INFORMATION

Citigroup common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the ticker symbol "C."

Citigroup Preferred Stock Series F, G, H, and M are also listed on the New
York Stock Exchange.

Citigroup Litigation Tracking Warrants are listed on the Nasdaq National
Market under the ticker symbol "GSBNZ."

ANNUAL MEETING

The annual meeting will be held at 9:00 a.m. on April 15, 2003, at Carnegie
Hall, 154 West 57th Street, New York, NY.

TRANSFER AGENT

Stockholder address changes and inquiries regarding stock transfers, dividend
replacement, 1099-DIV reporting, and lost securities for common and preferred
stocks should be directed to:

Citibank Stockholder Services
P. O. Box 43077
Providence, RI 02940-3077
Telephone No. 816 843 4281
Toll-free No. 888 250 3985
Facsimile No. 201 324 3284
E-mail address: [email protected]

EXCHANGE AGENT

Holders of Golden State Bancorp, Associates First Capital Corporation, Citicorp
or Salomon Inc. common stock, Citigroup Inc. Preferred Stock Series J, K, Q, R,
S, T, or U, Salomon Inc. Preferred Stock Series E or D, or Travelers Group
Preferred Stock Series A or D should arrange to exchange their certificates by
contacting:

Citibank Stockholder Services
P. O. Box 43035
Providence, RI 02940-3035
Telephone No. 816 843 4281
Toll-free No. 888 250 3985
Facsimile No. 201 324 3284
E-mail address: [email protected]

The 2002 Forms 10-K filed with the Securities and Exchange Commission for
the Company and certain subsidiaries, as well as Annual and Quarterly reports,
are available from Citigroup Document Services toll free at 877 936 2737
(outside the United States at 718 765 6514 or by writing to:

Citigroup Document Services
140 58th Street, Suite 7i
Brooklyn, NY 11220

Copies of this annual report and other Citigroup financial reports can be
viewed or retrieved through the Company's website at http://www.citigroup.com by
clicking on the "Investors Relations" page and selecting "SEC Filings" or
through the SEC's website at http://www.sec.gov.

CORPORATE GOVERNANCE MATERIALS

The following materials, which have been adopted by the Company, are
available on the Company's website at http://www.citigroup.com: the Company's
(i) corporate governance guidelines, (ii) code of conduct, (iii) code of ethics
for financial professionals, and (iv) charters of (a) the audit committee, (b)
the personnel and compensation committee, (c) the public affairs committee, and
(d) the nomination and governance committee. The code of ethics for financial
professionals applies to the Company's principal executive officer, principal
financial officer and principal accounting officer. Amendments and waivers, if
any, to the code of ethics for financial professionals will be disclosed on the
Company's website.

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) AND (g) OF THE ACT
A list of Citigroup securities registered pursuant to Section 12(b) and (g) of
the Securities Exchange Act of 1934 is available from Citigroup Corporate
Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043 or on the
Internet at http://www.sec.gov.

As of February 3, 2003, Citigroup had 5,131,925,735 shares of common stock
outstanding.

As of February 3, 2003, Citigroup had approximately 216,500 common
stockholders of record. This figure does not represent the actual number of
beneficial owners of common stock because shares are frequently held in "street
name" by securities dealers and others for the benefit of individual owners who
may vote the shares.

Citigroup (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein nor in Citigroup's 2002 Proxy Statement incorporated by
reference in Part III of this Form 10-K.

Citigroup is an accelerated filer (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934).

117

The aggregate market value of Citigroup common stock held by non-affiliates
of Citigroup on February 3, 2003 was approximately $178 billion.

Certain information has been incorporated by reference as described herein
into Part III of this annual report from Citigroup's 2003 Proxy Statement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 3rd day of March,
2003.

CITIGROUP INC.
(REGISTRANT)

/s/ Todd S. Thomson
Todd S. Thomson
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 3rd day of March, 2003.

Citigroup's Chairman and Principal Executive Officer:

/s/ Sanford I. Weill
Sanford I. Weill

Citigroup's Principal Financial Officer:

/s/ Todd S. Thomson
Todd S. Thomson

Citigroup's Principal Accounting Officer:

/s/ William P. Hannon
William P. Hannon

The Directors of Citigroup listed below executed a power of attorney appointing
Todd S. Thomson their attorney-in-fact, empowering him to sign this report on
their behalf.

C. Michael Armstrong
Alain J.P. Belda
George David
Kenneth T. Derr
John M. Deutch
Alfredo Harp Helu
Roberto Hernandez Ramirez
Ann Dibble Jordan
Reuben Mark
Dudley C. Mecum
Richard D. Parsons
Andrall E. Pearson
Robert E. Rubin
Franklin A. Thomas
Arthur Zankel

By: /s/ Todd S. Thomson

118

CERTIFICATIONS

I, Sanford I. Weill, certify that:

1. I have reviewed this annual report on Form 10-K of Citigroup Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 3, 2003

By: /s/ Sanford I. Weill, Chief Executive Officer

I, Todd S. Thomson, certify that:

1. I have reviewed this annual report on Form 10-K of Citigroup Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 3, 2003

By: /s/ Todd S. Thomson, Chief Financial Officer

119

CITIGROUP BOARD OF DIRECTORS

C. MICHAEL ARMSTRONG
Chairman
Comcast Corporation

ALAIN J.P. BELDA
Chairman and Chief Executive Officer
Alcoa Inc.

GEORGE DAVID
Chairman and Chief Executive Officer
United Technologies Corporation

KENNETH T. DERR
Chairman, Retired
ChevronTexaco Corporation

JOHN M. DEUTCH
Institute Professor
Massachusetts Institute of Technology

ALFREDO HARP HELU
Chairman
Grupo Financiero Banamex

ROBERTO HERNANDEZ RAMIREZ
Chairman
Banco Nacional de Mexico

ANN DIBBLE JORDAN
Consultant

REUBEN MARK
Chairman and Chief Executive Officer
Colgate-Palmolive Company

DUDLEY C. MECUM
Managing Director
Capricorn Holdings, LLC

RICHARD D. PARSONS
Chief Executive Officer
AOL Time Warner Inc.

ANDRALL E. PEARSON
Founding Chairman
YUM! Brands, Inc.

ROBERT E. RUBIN
Chairman, Executive Committee;
Member, Office of the Chairman
Citigroup Inc.

FRANKLIN A. THOMAS
Consultant
TFF Study Group

SANFORD I. WEILL
Chairman and Chief Executive Officer
Citigroup Inc.

ARTHUR ZANKEL
Senior Managing Member
High Rise Capital Management, L.P.

HONORARY DIRECTOR
THE HONORABLE
GERALD R. FORD
Former President of the United States

120

EXHIBIT INDEX

Exhibit
Number Description of Exhibit
- ------- ----------------------

3.01.1 Restated Certificate of Incorporation of Citigroup Inc. (the
"Company"), incorporated by reference to Exhibit 4.01 to the
Company's Registration Statement on Form S-3 filed December
15, 1998 (No. 333-68949).

3.01.2 Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of the Company, incorporated by reference to
Exhibit 4.45 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated April 18, 2000,
incorporated by reference to Exhibit 3.01.3 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000 (File No. 1-9924).

3.01.4 Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated April 17, 2001,
incorporated by reference to Exhibit 3.01.4 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2001 (File No. 1-9924).

3.01.5 Certificate of Designation of 6.767% Cumulative Preferred
Stock, Series YYY, of the Company, incorporated by reference
to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 (File No. 1-9924)
(the "Company's 2001 10-K").

3.02 By-Laws of the Company, as amended, effective October 26,
1999, incorporated by reference to Exhibit 3.02 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999 (File No. 1-9924).

10.01* Amended and Restated Employment Agreement, dated as of
November 16, 2001, between the Company and Sanford I. Weill,
incorporated by reference to Exhibit 10.01 to the Company's
2001 10-K.

10.02.1* Travelers Group Stock Option Plan (as amended and restated as
of April 24, 1996), incorporated by reference to Exhibit

10.02.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 1-9924).

10.02.2* Amendment No. 14 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996 (File No. 1-9924).

10.02.3* Amendment No. 15 to the Travelers Group Stock Option Plan
(effective July 23, 1997), incorporated by reference to
Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1997 (File No.
1-9924) (the "Company's September 30, 1997 10-Q").

10.02.4* Amendment No. 16 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.02.4 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999 (File No. 1-9924) (the "Company's 1999 10-K").

10.03.1* Travelers Group 1996 Stock Incentive Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.03 to
the Company's September 30, 1997 10-Q.

10.03.2* Amendment to Travelers Group 1996 Stock Incentive Plan (as
amended through July 23, 1997), incorporated by reference to
Exhibit 10.03.2 to the Company's 1999 10-K.

10.04* Travelers Group Inc. Retirement Benefit Equalization Plan (as
amended and restated as of January 2, 1996), incorporated by
reference to Exhibit 10.04 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File
No. 1-9924) (the "Company's 1998 10-K").

10.05* Citigroup Inc. Amended and Restated Compensation Plan for
Non-Employee Directors (as of December 31, 2001), incorporated
by reference to Exhibit 10.05 to the Company's 2001 10-K.

10.05.1* Amendment to the Citigroup Inc. Amended and Restated
Compensation Plan for Non-Employee Directors (as of September
17, 2002), incorporated by reference to Exhibit 10.01 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2002 (File No. 1-9924).

10.06.1* Supplemental Retirement Plan of the Company, incorporated by
reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990 (File

No. 1-9924).

10.06.2* Amendment to the Company's Supplemental Retirement Plan,
incorporated by reference to Exhibit 10.06.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 (File No. 1-9924).

10.07* Citigroup 1999 Executive Performance Plan (effective January
1, 1999), incorporated by reference to Annex B to the
Company's Proxy Statement dated March 8, 1999 (File No.
1-9924).

10.08.1* Travelers Group Capital Accumulation Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.02 to
the Company's September 30, 1997 10-Q.

10.08.2* Amendment to the Travelers Group Capital Accumulation Plan
(as amended through July 23, 1997), incorporated by reference
to Exhibit 10.08.2 to the Company's 1999 10-K.

10.09* The Travelers Inc. Deferred Compensation and Partnership
Participation Plan, incorporated by reference to Exhibit 10.31
to the Company's Annual Report on Form 10-K/A-1 for the fiscal
year ended December 31, 1994 (File No. 1-9924).

10.10* The Travelers Insurance Deferred Compensation Plan (formerly
The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan) (as amended through December 10, 1998),
incorporated by reference to Exhibit 10.10 to the Company's
1998 10-K.

10.11* The Travelers Corporation Directors' Deferred Compensation
Plan (as amended November 7, 1986), incorporated by reference
to Exhibit 10(d) to the Annual Report on Form 10-K of The
Travelers Corporation for the fiscal year ended December 31,
1986 (File No. 1-5799).

10.12* Letter Agreement, dated as of August 14, 1997, between the
Company and Thomas W. Jones, incorporated by reference to
Exhibit 10.01 to the Company's September 30, 1997 10-Q.

10.13+ Citigroup Employee Incentive Plan, amended and restated as
of April 17, 2001.

10.14+ Citigroup 2000 Stock Purchase Plan (effective May 1, 2000),
amended and restated as of February 28, 2003.

10.15.1* Citicorp 1988 Stock Incentive Plan, incorporated by reference
to Exhibit 4 to Citicorp's Registration Statement on Form S-8
filed April 25, 1988 (No. 2-47648).

10.15.2* Amendment to the Citicorp 1988 Stock Incentive Plan,
incorporated by reference to Exhibit 10.16.2 to the Company's
1999 10-K.

10.16* 1994 Citicorp Annual Incentive Plan for Selected Executive
Officers, incorporated by reference to Exhibit 10 to
Citicorp's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994 (File No. 1-5378).

10.17.1* Citicorp Deferred Compensation Plan, incorporated by
reference to Exhibit 10 to Citicorp's Registration Statement
on Form S-8 filed February 15, 1996 (No. 333-0983).

10.17.2* Amendment to the Citicorp Deferred Compensation Plan,
incorporated by reference to Exhibit 10.18.2 to the Company's
1999 10-K.

10.17.3* Amendment to the Citicorp Deferred Compensation Plan
(effective as of September 28, 2001), incorporated by
reference to Exhibit 10.17.3 to the Company's 2001 10-K.

10.18.1* Citicorp 1997 Stock Incentive Plan, incorporated by reference
to Citicorp's 1997 Proxy Statement filed February 26, 1997
(File No. 1-5378).

10.18.2* Amendment to the Citicorp 1997 Stock Incentive Plan,
incorporated by reference to Exhibit 10.19.2 to the Company's
1999 10-K.

10.19.1* Supplemental Executive Retirement Plan of Citicorp and

Affiliates (as amended and restated effective January 1,
1998), incorporated by reference to Exhibit 10.20.1 to the
Company's 1999 10-K.

10.19.2* First Amendment to the Supplemental Executive Retirement Plan
of Citicorp and Affiliates (as amended and restated effective
January 1, 1998), incorporated by reference to Exhibit 10.20.2
to the Company's 1999 10-K.

10.20.1* Supplemental ERISA Compensation Plan of Citibank, N.A. and
Affiliates, as amended and restated, incorporated by reference
to Exhibit 10.(G) to Citicorp's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-5378).

10.20.2* Amendment to the Supplemental ERISA Compensation Plan of
Citibank, N.A. and Affiliates, as amended and restated,
incorporated by reference to Exhibit 10.21.2 to the Company's
1999 10-K.

10.21* Supplemental ERISA Excess Plan of Citibank, N.A. and
Affiliates, as amended and restated, incorporated by reference
to Exhibit 10.(H) to Citicorp's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-5378).

10.22.1* Citicorp Directors' Deferred Compensation Plan, Restated
May 1, 1988, incorporated by reference to Exhibit 10.23 to the
Company's 1998 10-K.

10.22.2* Amendment to the Citicorp Directors' Deferred Compensation
Plan (effective as of December 31, 2001), incorporated by
reference to Exhibit 10.22.2 to the Company's 2001 10-K.

10.23.1* Letter Agreement, dated as of October 26, 1999 (the "Letter
Agreement"), between the Company and Robert E. Rubin,
incorporated by reference to Exhibit 10.24 to the Company's
1999 10-K.

10.23.2* Amendment to the Letter Agreement, dated as of February 6,
2002 (the "2002 Letter Agreement"), between the Company and
Robert E. Rubin, incorporated by reference to Exhibit 10.23.2
to the Company's 2001 10-K.

10.23.3*+ Amendment to the 2002 Letter Agreement, dated as of
February 10, 2003, between the Company and Robert E. Rubin.

10.24* Citigroup 1999 Stock Incentive Plan (effective April 30,
1999), incorporated by reference to Annex A to the Company's
Proxy Statement dated March 8, 1999 (File No. 1-9924).

10.25* Form of Citigroup Directors' Stock Option Grant Notification,
incorporated by reference to Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 2000 (File No. 1-9924) (the "Company's 2000 10-K").

10.26* Letter Agreement, dated December 20, 2001, between the
Company and Stanley Fischer, incorporated by reference to
Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2002 (File No. 1-9924).

10.27*+ Letter Agreement, dated October 7, 2002, between the
Company and Michael T. Masin.

10.28*+ Letter Agreement, dated October 30, 2002, between the
Company and Sallie Krawcheck.

10.29*+ Letter Agreement, dated February 3, 2003, between the
Company and Michael S. Helfer.

12.01+ Calculation of Ratio of Income to Fixed Charges.

12.02+ Calculation of Ratio of Income to Fixed Charges Including
Preferred Stock Dividends.

14.01+ Code of Ethics.

21.01+ Subsidiaries of the Company.

23.01+ Consent of KPMG LLP, Independent Auditors.

24.01+ Powers of Attorney.

99.01+ List of Securities Registered Pursuant to Section 12(b) of
the Securities Exchange Act of 1934.

99.02+ Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- -------------
The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not exceed 10%
of the total assets of the Company and its consolidated subsidiaries. The
Company will furnish copies of any such instrument to the SEC upon request.

Copies of any of the exhibits referred to above will be furnished at a
cost of $0.25 per page (although no charge will be made for the 2002 Annual
Report on Form 10-K) to security holders who make written request therefor to

Corporate Governance, Citigroup Inc., 425 Park Avenue, 2nd Floor, New York, New
York 10043.

- --------------
* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
+ Filed herewith.