Item 1 Business.........4-24, 25-40, 41-47, 79, 90-91 Item 2
Item 2 Properties..................................91 Item 3
Item 3 Legal Proceedings...........................79 Item 4
Item 4 Not Applicable - ---------------------------------------------------------------- PART II
Item 5
Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters................80, 82, 96 Item 6
Item 6 Selected Financial Data................26, 49 Item 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations...............4-24, 26-54, 82-91 Item 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risk.....42-45, 64-71 Item 8
Item 8 Financial Statements and Supplementary Data................45-47, 55-89 Item 9
Item 9 Not Applicable - --------------------------------------------------------------- PART III Item 10
Item 10 Directors and Executive Officers of the Registrant..............................* Item 11
Item 11 Executive Compensation.........................* Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management ..............* Item 13
Item 13 Certain Relationships and Related Transactions...................................* - ------------------------------------------------------------- PART IV Item 14
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K...........................92 - ----------------------------------------------------------------
* Citicorp's 1998 Proxy Statement is incorporated herein by reference. Such incorporation by reference shall not include the information referred to in Item 402(a)(8) of Regulation S-K.
FINANCIAL DATA SUPPLEMENT
(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 1 to the consolidated financial statements. (3) Includes cash-basis loans. (4) Average rates reflect prevailing local interest rates including inflationary effects and monetary correction in certain countries. (5) The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest earning assets and other non-interest bearing liabilities. (6) Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. (7) Includes allocations for capital and funding costs based on the location of the asset.
ANALYSIS OF CHANGES IN NET INTEREST REVENUE
(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) Changes in average rates reflect changes in prevailing local interest rates including inflationary effects and monetary correction in certain countries.
(1) Commencing in 1997, Citicorp classifies credit card and mortgage loans intended for sale as loans held for sale, which are accounted for at the lower of cost or market value. (2) See footnote 1.C. on page 69 regarding the change in the apportionment and display of the aggregate allowance for credit losses in 1997.
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 Note 1 to the consolidated financial statements.
(1) For a discussion of risks in the consumer loan portfolio, see pages 35 and 36, and of commercial cash-basis loans, see page 38. (2) A cash-basis loan is defined as collateral dependent when repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment, in which case the loans are written down to the lower of cost or collateral value. (3) Includes foreign currency derivative contracts with a balance sheet credit exposure of $59 million at December 31, 1997 for which the recognition of revaluation gains has been suspended. (4) Excludes $11 million of consumer loans on which accrual of interest had been suspended and $27 million of accruing loans 90 or more days delinquent related to loans held for sale at December 31, 1997. (5) Includes consumer loans of $1.0 billion, $1.0 billion, $951 million, $828 million, and $802 million at December 31, 1997, 1996, 1995, 1994, and 1993, respectively, of which $240 million, $239 million, $208 million, $150 million, and $114 million, respectively, are government-guaranteed student loans.
OTHER REAL ESTATE OWNED (OREO) AND ASSETS PENDING DISPOSITION (1)
In Millions of Dollars at Year-End 1997 1996 1995 1994 1993 - -------------------------------------------------------------------------------- Consumer OREO $263 $ 452 $ 529 $ 569 $ 733 CommerciaL OREO 461 614 625 958 1,637 ---- ------ ------ ------ ------ TOTAL $724 $1,066 $1,154 $1,527 $2,370 - -------------------------------------------------------------------------------- ASSETS PENDING DISPOSITION (2) $ 96 $ 160 $ 205 $ 195 $ 429 - -------------------------------------------------------------------------------- (1) Carried at lower of cost or collateral value. (2) Represents consumer residential mortgage loans that have a high probability of foreclosure.
FOREGONE INTEREST REVENUE ON LOANS(1) In non-U.S. 1997 In Millions of Dollars In U.S Offices Offices TOTAL - -------------------------------------------------------------------------------- Interest Revenue that Would Have Been Accrued at Original Contractual Rates(2) $143 $260 $403 Amount Recognized as Interest Revenue(2) 86 65 151 ------ ------ ------ FOREGONE INTEREST REVENUE $ 57 $195 $252 - -------------------------------------------------------------------------------- (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.
(1) See footnote 1.C. on page 69 regarding the change in the apportionment and display of the aggregate allowance for credit losses in 1997. (2) Consumer credit losses and recoveries primarily relate to revolving credit and installment loans. (3) Primarily includes net transfers from (to) the reserves for securitization activities and foreign currency translation effects. (4) Commencing in 1997, reflects the classification of credit card and mortgage loans intended for sale as loans held for sale with net credit losses charged to other revenue. NM Not meaningful, as net recoveries result in a negative percentage.
(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 1 to the consolidated financial statements. (2) Primarily consists of time certificates of deposit and other time deposits in denominations of $100,000 or more.
(1) Original maturities of less than one year. (2) Amounts outstanding at December 31, 1996 and 1995 include $463 million and $452 million, respectively, issued by The Student Loan Corporation (80% owned). No such amounts were outstanding at December 31, 1997. (3) Rates reflect the impact of local interest rates prevailing in countries outside the United States. (4) Interest rates include the effects of risk management activities. See Note 1 to the consolidated financial statements. (5) Based on contractual rates at year-end.
CONSENT OF INDEPENDENT AUDITORS
[Logo] KPMG Peat Marwick LLP
Certified Public Accountants
The Board of Directors Citicorp:
We consent to incorporation by reference of our report dated January 20, 1998 relating to the consolidated balance sheets of Citicorp and subsidiaries as of December 31, 1997 and 1996, 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, 1997, and the related consolidated balance sheets of Citibank, N.A. and subsidiaries as of December 31, 1997 and 1996, which report appears on page 55 of the 1997 Citicorp Annual Report and Form 10-K, in the following Registration Statements: of Citicorp Nos. 2-47648, 2-58678, 33-21332, 33-21331, 33-41751, 33-52601, 33-53261, 333-00983, and 333-25889 on Form S-8, and Nos. 33-38589, 33-66094, 333-14917, 333-20803, 333-21143, and 333-32065 on Form S-3; and of Citicorp Mortgage Securities, Inc., Citibank, N.A., and other affiliates, Nos. 33-66222 and 333-43167 on Form S-3, and Nos. 33-6979, 33-6358, 33-36313, and 33-34670 on Form S-11.
/s/ KPMG Peat Marwick LLP
New York, New York February 24, 1998
REGULATION AND SUPERVISION
Citicorp 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 FRB. Citibank, N.A. ("Citibank"), as well as Citicorp's other national banking association subsidiaries, are primarily regulated by the OCC. Citicorp also has state-chartered bank subsidiaries which are subject to examination, supervision, and regulation by state regulators (New York and Delaware). The OTS is the primary regulator of Citicorp's U.S. savings association subsidiary. The Federal Deposit Insurance Corporation ("FDIC") insures deposits at Citicorp's U.S. depository institution subsidiaries and, in that capacity, also regulates those institutions. Citicorp also controls (either directly or indirectly through Citibank) overseas banks, branches, and agencies. In general, Citicorp's overseas activities are regulated by the FRB and OCC, and are also regulated by supervisory authorities of the host countries.
Citicorp's earnings and activities are affected by legislation, by actions of the FRB, OCC, FDIC, OTS, and other regulators, and by local legislative and administrative bodies and decisions of courts in the foreign and domestic jurisdictions in which Citicorp, Citibank, and their affiliates conduct business. For example, these include limitations on the ability of subsidiaries to pay dividends to Citicorp (see Note 16 to the consolidated financial statements), numerous federal and state consumer protection laws imposing requirements on the making, enforcement, and collection of consumer loans, and restrictions by regulators on the manner in which Citicorp engages in derivatives activities and in which it sells mutual funds and other uninsured investment products to customers.
Legislation may be enacted or regulation imposed in the U.S. or its political subdivisions, or in any other jurisdiction in which Citicorp 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 Citicorp's operations or adversely affect its earnings.
U.S. federal law imposes certain restrictions on transactions between Citicorp and its nonbank subsidiaries, on the one hand, and its federally-insured depository institutions and their subsidiaries, including Citibank, on the other. With certain exceptions, federal law also imposes limitations on, and requires collateral for, extensions of credit by Citibank and other U.S. insured depository institutions to their non-bank affiliates, including Citicorp.
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 saving 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, Citicorp 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 activities of U.S. bank holding companies are generally limited to managing or controlling banks. Nonbank acquisitions in the U.S. are generally limited to 5% of voting shares unless the FRB determines that the acquisition is so closely related to banking as to be a proper incident to banking or managing or controlling banks. Subject to prior FRB consent, a bank holding company may generally acquire less than 20% of a company that does not do business in the U.S. and 20% or more if the FRB finds that its activities are usual in connection with banking or finance outside the U.S. Citibank's U.S. activities are generally limited to those that the OCC determines to constitute the business of banking or
to be incidental to banking. In the U.S., Citibank and its affiliates may underwrite and deal in specific categories of government-issued securities and may advise and sell as broker, but may not sponsor or distribute, mutual funds. Citicorp Securities, Inc., a nonbank subsidiary of Citicorp, is authorized by the FRB to underwrite and deal in securities, to a limited extent, subject to certain conditions. Outside the U.S., Citicorp subsidiaries may sponsor, distribute, and advise mutual funds and underwrite and deal in debt and, to a limited extent, equity securities, subject to local country laws.
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 longstanding FRB policy, a bank holding company is expected to act as a source of financial strength for its subsidiary banks and to commit resources to support such banks. Citicorp could be required to commit resources to its subsidiary banks in circumstances where it might not do so, absent such policy.
Citicorp 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, 1997, Citicorp's bank and thrift subsidiaries, including Citibank, were "well capitalized." See capital analysis on pages 47 and 48.
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 Citicorp. Such priority creditors would include the FDIC, which succeeds to the position of insured depositors.
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 in writing to do so.
The earnings of Citicorp, 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.
COMPETITION
Citicorp, Citibank, and their subsidiaries and affiliates 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.
PROPERTIES
The principal offices of Citicorp and Citibank are located at 399 Park Avenue, New York, New York, a 39-story building of which two thirds is owned by Citibank. Citibank also owns one third of Citicorp Center, a 59-story building located at 153 East 53rd Street across Lexington Avenue from 399 Park Avenue. Citicorp occupies all of the space it owns in both buildings. Citibank also owns Citicorp at Court Square in Long Island City, New York and 111 Wall Street in New York City, which are totally occupied by Citicorp. In addition, Citicorp has major U.S. real estate holdings in Albuquerque, New Mexico; Chicago, Illinois; Hagerstown and Silver Spring, Maryland; Los Angeles and San Francisco, California; New Castle, Delaware; Rio Piedras, Puerto Rico; Sioux Falls, South Dakota; Tampa, Florida; San Antonio, Texas; St. Louis, Missiouri; and The Lakes, Nevada.
Outside the U.S., Citicorp owns major corporate premises in various cities throughout the world including Buenos Aires, Argentina; Caracas, Venezuela; Dubai, United Arab Emirates; Dublin, Ireland; Dusseldorf and Frankfurt, Germany; Hong Kong, China; Lewisham and London, United Kingdom; Madrid, Spain; Manila, Philippines; Mexico City, Mexico; Milan, Italy; Paris, France; Rio de Janeiro and Sao Paulo, Brazil; Taipei, Taiwan; Tokyo, Japan; and Warsaw, Poland. Approximately 47% of the space Citicorp occupies worldwide is owned by Citicorp.
EFFECTS OF INFLATION
The impact of inflation on Citicorp and other financial institutions is significantly different from that on industries that require a high proportion of investment in fixed assets. The assets and liabilities of a financial institution are primarily monetary in nature. During periods of inflation, monetary assets lose value in terms of purchasing power, and monetary liabilities have corresponding purchasing power gains. The financial statements and other data appearing in this annual report, and in particular the discussion of price risk management on pages 42-45, illustrate how Citicorp operates in an environment of changing interest rates, foreign exchange rates, and inflationary trends.
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.
CITICORP (Registrant)
/s/ Charles E. Long
Charles E. Long Vice Chairman and Secretary
February 24, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on February 24, 1998 by the following persons in the capacities indicated:
/s/ Victor J. Menezes /s/ Thomas E. Jones
Victor J. Menezes Thomas E. Jones Corporate Executive Vice President Executive Vice President and Chief Financial Officer Principal Financial Officer(1)
(1) Responsible for financial control, tax, accounting, and reporting.
John S. Reed (Citicorp's Principal Executive Officer) and the Directors of Citicorp (listed below) executed a power of attorney appointing Charles E. Long their attorney-in-fact, empowering him to sign this report on their behalf.
Alain J. P. Belda William R. Rhodes D. Wayne Calloway Rozanne L. Ridgway Paul J. Collins H. Onno Ruding Kenneth T. Derr Robert B. Shapiro John M. Deutch Frank A. Shrontz Reuben Mark Franklin A. Thomas Richard D. Parsons Edgar S. Woolard, Jr.
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K Financial Statements filed for Citicorp and Subsidiaries:
Consolidated Statement of Income Consolidated Balance Sheet Consolidated Statement of Changes in Stockholders' Equity Consolidated Statement of Cash Flows
Citicorp filed a Current Report on Form 8-K dated October 21, 1997 (Item 5), which report included a summary of the consolidated operations of Citicorp for the three- and nine-month periods ended September 30, 1997. Citicorp filed a Current Report on Form 8-K dated January 20, 1998 (Item 5), which report included a summary of the consolidated operations of Citicorp for the year ended December 31, 1997.
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:
o Citicorp's Restated Certificate of Incorporation, as amended, o Citicorp's By-Laws, o Instruments Defining the Rights of Security Holders, Including Indentures, o Material Contracts, including certain compensatory plans available only to officers and/or directors, o Statement re Computation of Per Share Earnings, o Statements re Computation of Ratios, o Subsidiaries of the Registrant, o Consents of Experts and Counsel, o Powers of Attorney of Directors Reed, Belda, Calloway, Collins, Derr, Deutch, Mark, Parsons, Rhodes, Ridgway, Ruding, Shapiro, Shrontz, Thomas and Woolard, and o Financial Data Schedules
Stockholders may obtain copies of a list of such documents or any of such documents by writing to Citicorp, Corporate Governance Department, 399 Park Avenue, Mezzanine, New York, New York 10043.
Citicorp's principal subsidiaries and their place of incorporation or organization include:
Citibank, N.A. USA Citibank, Federal Savings Bank USA Citibank (Nevada), N.A. USA Citibank Overseas Investment Corporation USA Citibank (South Dakota), N.A. USA Citibank Delaware Delaware Citicorp Banking Corporation Delaware Citicorp Funding, Inc. Delaware Citicorp Holdings, Inc. Delaware Citicorp Leasing, Inc. Delaware Citicorp Mortgage, Inc. Delaware Citicorp North America, Inc. Delaware Citicorp Real Estate, Inc. Delaware Citicorp Securities, Inc. Delaware Citicorp USA, Inc. Delaware Court Square Capital Limited Delaware The Student Loan Corporation Delaware Citibank (New York State) New York Citicorp Venture Capital Ltd. New York First Citicorp Life Insurance Company New York Citibank Limited Australia Citibank Belgium S.A./N.V. Belgium Banco Citibank S.A. Brazil Citibank Canada Canada Citibank a.s. Czech Republic Citibank Aktiengesellschaft Germany Citibank Privatkunden A.G. Germany Citicorp Finanziaria S.p.A. Italy Citibank Berhad Malaysia Citibank Mexico, S.A. Grupo Financiero Citibank Mexico Citibank (Poland) S.A. Poland Citibank Espana S.A. Spain Citibank (Switzerland) Switzerland Citibank International plc United Kingdom Citibank Investments Limited United Kingdom
CITICORP AND CITIBANK DIRECTORS' COMMITTEES
AUDIT COMMITTEES: SUPERVISE INDEPENDENT AUDITS AND OVERSEE THE ESTABLISHMENT OF APPROPRIATE ACCOUNTING POLICIES FOR CITICORP AND CITIBANK, N.A.
Members Citicorp & Citibank, N.A.: Robert B. Shapiro, Chairman; John M. Deutch, Reuben Mark, Richard D. Parsons, and Rozanne L. Ridgway.
The Audit Committees of Citicorp and Citibank, N.A. (the "committee"), whose members are all independent outside directors, meet with members of senior management as the committee deems appropriate.
Its principal functions include reviews of: the audit plans, scope of audit and audit findings of both independent auditors and the corporation's internal corporate audit group; significant tax and legal matters; reports on credit portfolios and processes; and internal controls. Further, it is the responsibility of this committee to recommend to the Board the annual appointment of the independent auditors. The Board accepted the recommendation that KPMG Peat Marwick LLP be retained for 1998, and this proposal will be presented to the stockholders for approval at the Annual Meeting.
The findings of internal and independent auditors, financial controllers and external regulatory agencies are reviewed. Responses to their findings and corrective action plans are monitored to ensure that appropriate follow-up measures are taken in a timely manner. These are reviewed with and without the presence of management. The committee also meets privately with KPMG Peat Marwick LLP and the Chief Auditor.
It is also the function of this committee to review the accounting policies used in preparing the financial statements of Citicorp and Citibank, N.A.
/S/ ROBERT B. SHAPIRO
ROBERT B. SHAPIRO
COMMITTEE ON DIRECTORS: RECOMMENDS QUALIFIED CANDIDATES FOR MEMBERSHIP ON THE BOARDS OF DIRECTORS OF CITICORP AND CITIBANK, N.A.
Members: Franklin A. Thomas, Chairman; D. Wayne Calloway, Reuben Mark, and Frank A. Shrontz.
The Committee on Directors solicits recommendations for prospective directors and, consistent with the needs of the corporation and representation of the various services and customers, recommends the approval of a candidate. The nominees are then presented to the Board, which proposes the slate of directors to be submitted to the stockholders at the Annual Meeting. In addition, the committee is charged with keeping current and recommending changes in directors' compensation.
/S/ FRANKLIN A. THOMAS
FRANKLIN A. THOMAS
COMMITTEE ON SUBSIDIARIES AND CAPITAL (CITICORP)
Members: Paul J. Collins, Chairman; D. Wayne Calloway, Kenneth T. Derr, Reuben Mark, Richard D. Parsons, and Edgar S. Woolard, Jr.
The Committee is responsible for reviewing 1) the corporation's capital structure, position and planning; 2) the financial position of the principal subsidiaries of Citicorp including, but not limited to, Citibank, N.A.; 3) the corporation's subsidiary structure and processes for managing subsidiaries; 4) the adequacy of corporate insurance coverage; and 5) the conduct of Citicorp's subsidiaries and affiliates in providing fiduciary and investment services. The Chairman of the committee reports periodically to the Citicorp and Citibank, N.A. Boards of Directors.
/S/ PAUL J. COLLINS
PAUL J. COLLINS
CONSULTING COMMITTEE (CITIBANK, N.A.)
Members: Alain J. P. Belda, Kenneth T. Derr, H. Onno Ruding, and Edgar S. Woolard, Jr.
This committee, composed of those Citicorp directors who are not also directors of Citibank, N.A., attends all meetings of the Board of Directors of Citibank, N.A. and remains available to Citibank's Board as consultants on an "as needed" basis.
/S/ JOHN S. REED
JOHN S. REED
EXECUTIVE COMMITTEE: PROVIDES BACKUP FOR THE BOARDS OF DIRECTORS OF CITICORP AND CITIBANK, N.A.
Members Citicorp: Kenneth T. Derr, Frank A. Shrontz, Franklin A. Thomas, and Edgar S. Woolard, Jr.
Members Citibank, N.A.: Any three members of the Board of Directors.
These committees act on behalf of the Boards of Directors should an urgent matter arise that requires a decision before the Board is next scheduled to meet. The Executive Committee has nearly all the powers of the Boards, except for certain powers expressly reserved to the Boards. The Chairman and the Vice Chairmen are ex-officio members.
/S/ JOHN S. REED
JOHN S. REED
PERSONNEL COMMITTEE: OVERSEES EMPLOYEE POLICIES AND PROGRAMS OF CITICORP AND CITIBANK, N.A.
Members: Frank A. Shrontz, Chairman; D. Wayne Calloway, Kenneth T. Derr, Franklin A. Thomas, and Edgar S. Woolard, Jr.
The Personnel Committee reviews and approves compensation policy and other personnel-related programs to maintain an environment at Citicorp and Citibank, N.A. that attracts and retains people of high capability, commitment and integrity. In addition, the committee oversees succession planning.
/S/ FRANK A. SHRONTZ
FRANK A. SHRONTZ
PUBLIC ISSUES COMMITTEE: REVIEWS CITICORP'S POLICIES AND PERFORMANCE ON MATTERS OF PUBLIC CONCERN.
Members: Franklin A. Thomas, Chairman; John M. Deutch, Rozanne L. Ridgway, and Frank A. Shrontz.
The Public Issues Committee's mission is to assure that the public interest is maintained in the performance of Citicorp's business roles. The committee reviews the corporation's policies, postures, practices and programs relating to public issues of significance to Citicorp and the public at large.
/S/ FRANKLIN A. THOMAS
FRANKLIN A. THOMAS
CITICORP AND CITIBANK, N.A. DIRECTORS
The Boards of Directors of Citicorp and Citibank, N.A. meet on the third Tuesday of the month to administer the affairs of the organizations. Certain specific operations and areas of the Corporation and the Bank are regularly monitored by the Directors' committees, whose activities are described on the preceding page.
(+) Director of Citicorp (^) Director of Citibank, N.A.
ALAIN J. P. BELDA (+) REUBEN MARK (^)(+) ROBERT B. SHAPIRO (^)(+) President and Chairman and Chairman and Chief Chief Operating Officer Chief Executive Officer Executive Officer Aluminum Company Colgate-Palmolive Company Monsanto Company of America (Alcoa) RICHARD D. PARSONS (^)(+) FRANK A. SHRONTZ (^)(+) D. WAYNE CALLOWAY (^)(+) President Chairman Emeritus Former Chairman and Time Warner, Inc. The Boeing Company Chief Executive Officer PepsiCo, Inc. JOHN S. REED (^)(+) FRANKLIN A. THOMAS (^)(+) Chairman Lawyer/Consultant and PAUL J. COLLINS (^)(+) Citicorp and Citibank, N.A. Former President Vice Chairman The Ford Foundation Citicorp and Citibank, N.A.WILLIAM R. RHODES (^)(+) Vice Chairman EDGAR S. WOOLARD, JR. (+) KENNETH T. DERR (+) Citicorp and Citibank, N.A. Former Chairman and Chairman and Chief Executive Officer Chief Executive Officer ROZANNE L. RIDGWAY (^)(+) E.I. du Pont Chevron Corporation Former Assistant de Nemours & Company Secretary of State JOHN M. DEUTCH (^)(+) for Europe and Canada Institute Professor Massachusetts H. ONNO RUDING (+) Institute of Technology Vice Chairman Citicorp and Citibank, N.A.
COUNTRY CORPORATE OFFICERS
ALGERIA CZECH REPUBLIC Kamal B. Driss Akshaya Bhargava ANGOLA DENMARK Raoul Van Deursen Ineke Bussemaker ARGENTINA DOMINICAN REPUBLIC Carlos M. Fedrigotti Robert D. Matthews, Jr. ARUBA ECUADOR Juan J. Bruchou Sebastian Paredes AUSTRALIA EGYPT Thomas M. McKeon David W. Watson AUSTRIA EL SALVADOR Albrecht O. Staerker Juan A. Miro BAHAMAS FINLAND M. Carmen Butler Stephen L. Dwyre BAHRAIN FRANCE Mohammed E. Al-Shroogi Claude Jouven BANGLADESH GABON Srinivasan Sridhar Nuhad K. Saliba BELGIUM GERMANY Victor O. Toledo Friedrich W. Menzel BOLIVIA GREECE Marcelo Cellerino Takis Arapoglou BRAZIL GUAM Roberto V. do Valle Rashid M. Habib BRUNEI GUATEMALA Page W. Stockwell Juan A. Miro CANADA HAITI Paul Labbe Gladys M. Coupet CAYMAN ISLANDS HONDURAS M. Carmen Butler Patricia Ferro CHANNEL ISLANDS (JERSEY) HONG KONG Clive S. Jones Stephen H. Long CHILE HUNGARY Ariel D. Sevi Richard D. Jackson CHINA INDIA John M. Beeman David P. Conner COLOMBIA INDONESIA Eric R. Mayer Colin G. Woolcock CONGO, DEMOCRATIC IRELAND REPUBLIC OF THE Aidan M. Brady To be announced ISRAEL COSTA RICA Ronny F. Strauss Henry Comber ITALY COTE D'IVOIRE Sergio Ungaro Robert Thornton JAMAICA Peter H. Moses JAPAN Mike de Graffenreid JORDAN Suhair A. Al-Ali
KAZAKHSTAN RUSSIA Richard L. Smith David R. Ansell KENYA SAUDI ARABIA Peter H. Harris Robert S. Eichfeld KOREA SENEGAL Sajjad Razvi Kandolo Kasongo LEBANON SINGAPORE Walid R. Alamuddin Shehzad Naqvi LUXEMBOURG SLOVAKIA Steven J. Fee David C. Francis MACAU SOUTH AFRICA Stephen H. Long Terence M. Davidson MALAYSIA SPAIN Sunil Sreenivasan Francesco P. Vanni d'Archirafi MEXICO SRI LANKA Julio A. de Quesada Nihal Welikala MONACO SUDAN Miklos I. Vasarhelyi Adnan A. Mohamed MOROCCO SWEDEN Reza Ghaffari James E. Morrow NEPAL SWITZERLAND Anil Gyawali Thomas F. Huertas NETHERLANDS TAIWAN Chris I. Devries Peter Baumann NEW ZEALAND TANZANIA Bradden Nowland Emeka Emuwa NIGERIA THAILAND Michel A. Accad Henry Ho NORWAY TRINIDAD AND TOBAGO Per Kumle Steve M. Bideshi OMAN TUNISIA Ravi Bhatia Eric P. Stoclet PAKISTAN TURKEY To be announced Dardo A. Sabarots PANAMA UNITED ARAB EMIRATES Francisco Conto Ahmed S. Bin Brek PARAGUAY UNITED KINGDOM Antonio Uribe Ian D. Cormack PERU URUGUAY Gustavo C. Marin Douglas L. Peterson PHILIPPINES VENEZUELA Suresh Maharaj Juan J. Bruchou POLAND VIETNAM Shirish Apte Bradley C. Lalonde PORTUGAL VIRGIN ISLANDS (U.S.) Alexander G. van Tienhoven Arthur P. Zeller PUERTO RICO ZAMBIA Arthur P. Zeller Sanjeev Anand ROMANIA David F. Garner
Countries and territories where Citicorp has a presence but no designated Country Corporate Officer are not reflected in the above list.
CORPORATE STATE OFFICERS (U.S.)
CALIFORNIA FLORIDA MISSOURI NEW YORK Frits F. Seegers William R. Silver Kevin M. Kessinger Pamela P. Flaherty COLORADO ILLINOIS NEVADA SOUTH DAKOTA Robert A. Gottlieb Howard C. Morgan Wilfried Jackson Thomas W. Jones CONNECTICUT MARYLAND NEW MEXICO TEXAS Peter Keller Michael J. Looney Edward J. Consroe Mark J. Devine DELAWARE Richard T. Collins
STOCKHOLDER INFORMATION
NOTICE OF THE ANNUAL MEETING
The Annual Meeting of Stockholders will be held on Tuesday, April 21, 1998, at 9:00 a.m., in the auditorium of Citicorp headquarters at 399 Park Avenue, New York, N.Y. 10043.
A formal notice of this meeting, together with a proxy and a proxy statement, has been included with this annual report. Stockholders are urged to sign and return their proxies promptly or to give their proxies by using the Internet or by calling the toll-free number printed on the proxy card to assure that the stock of the Corporation will be represented as fully as possible at the meeting.
Citicorp has approximately 48,000 common stockholders of record. About 86% of the Citicorp shares entitled to vote were voted in person or by proxy at the last annual stockholders' meeting on April 9, 1997.
Additional copies of this annual report are available. Write to Citicorp, Corporate Affairs, 850 Third Avenue, 13th Floor, New York, NY 10043.
Copies of the written transcript and tape recordings of the proceedings at Citicorp stockholders' meetings are available to Citicorp stockholders at cost from Citicorp, Corporate Governance Department, 399 Park Avenue, Mezzanine, New York, NY 10043.
Supplemental financial data are published quarterly and are available from Citicorp, Corporate Affairs, 850 Third Avenue, 13th Floor, New York, NY 10043, and from our web site : http://www.citibank.com
TRANSFER AGENT AND REGISTRAR
Citibank, N.A., Corporate Trust & Agency Services, Sort 4855, New York, NY 10043
CO-TRANSFER AGENTS AND CO-REGISTRARS
ChaseMellon Shareholder Services Montreal Trust Company 400 South Hope Street 151 Front Street West 4th Floor Toronto, Ontario Los Angeles, California 90071 Canada M5J 2N1 Att: Ron Lug Att: Liz Ko
First Chicago Trust Company P.O. Box 2506 Suite 4659 Jersey City, New Jersey 07303-2506 Att: John Ryan
JAPANESE SHAREHOLDER SERVICE ORGANIZATION AND PAYING BANK
The Yasuda Trust and Banking Company, Limited Stock Transfer Department 1-17-7, Saga, Koto-ku, Tokyo, Japan
CITICORP STOCK LISTED New York Stock Exchange Zurich Stock Exchange Chicago Stock Exchange Geneva Stock Exchange Pacific Stock Exchange Basle Stock Exchange London Stock Exchange Toronto Stock Exchange Amsterdam Stock Exchange Dusseldorf Stock Exchange Tokyo Stock Exchange Frankfurt Stock Exchange
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, 1997, Commission File Number 1-5738
CITICORP [LOGO](R) - --------------------------------------------------------------------------------
Incorporated in the State of Delaware IRS Employer Identification Number: 13-2614988 Address: 399 Park Avenue, New York, NY 10043
Telephone: (800) 285-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) AND (G) OF THE ACT:
A list of Citicorp securities registered pursuant to Section 12(b) and (g) of the Securities Exchange Act of 1934 is available from Citicorp, Corporate Governance Department, 399 Park Avenue, Mezzanine, New York, NY 10043.
As of December 31, 1997, Citicorp had 453,942,288 shares of common stock outstanding.
Citicorp (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 any amendment to this Form 10-K but is contained in Citicorp's 1998 Proxy Statement incorporated by reference in Part III of this Form 10-K.
The aggregate market value of Citicorp common stock held by non-affiliates of Citicorp on January 31, 1998 was approximately $53.4 billion.
Certain information has been incorporated by reference as described herein into Part III of this annual report from Citicorp's 1998 Proxy Statement.
CITICORP SERVICE
We continue to build a worldwide organization dedicated to serving our customers and we take pride in the quality of service we deliver. The following addresses and phone numbers are part of our service commitment to help you obtain needed information and prompt assistance.
STOCKHOLDER INFORMATION - --------------------------------------------------------------------------------
For information about your stockholdings including: your Dividend Reinvestment Account, Lost Stock Certificates, Stock Transfer, Estate Inquiries/Transfer Requirements, contact: Citibank, N. A., c/o Citicorp Data Distribution, Inc., Customer Service Unit, P.O. Box 308, Paramus, NJ 07653: (800) 422-2066 - --------------------------------------------------------------------------------
For all other stockholder concerns, contact: Citicorp Corporate Governance, 399 Park Avenue, Mezzanine, New York, NY, 10043: (212) 559-4822 - --------------------------------------------------------------------------------
To view or retrieve copies of this annual report and other Citicorp financial reports on the Internet: http://www.citibank.com - --------------------------------------------------------------------------------
To request copies of Citicorp financial reports: (212) 559-0233 - --------------------------------------------------------------------------------
INSTITUTIONAL INVESTORS: (212) 559-2718 - --------------------------------------------------------------------------------
GENERAL INFORMATION For general information, directory assistance, or other inquiries: (800) 285-3000 - --------------------------------------------------------------------------------
CUSTOMER INFORMATION - -------------------------------------------------------------------------------- CitiPhone Banking (consumer bank accounts) California/Nevada (800) 756-7047 Connecticut (800) 224-8781 Florida (800) 374-9800 Illinois within area codes 312 and 708 (312) 263-6660 outside 312 and 708 area codes (800) 274-6660 Maryland and Washington, D.C. (800) 926-1067 New York (Upstate) (800) 934-1609 New York Metropolitan Area within area codes: 212, 718, 516, 914 and 201 627-3999 outside the tri-state area (800) 627-3999 TDD Service (800) 945-0258 Citibank ATM Locator Service (800) 248-4286 Citibank Cards (MasterCard or Visa) (800) 950-5114 Citibank Gold Card Customer Service (800) 950-5118 TDD Service (800) 325-2865 outside the U.S. call collect: (605) 335-2222 Citibank Private Bank (800) 967-1600 (212) 559-5959 Citicorp Investment Services (800) 846-5200 (212) 820-2380 Citicorp Mortgage Inc. 800-MORTGAGE Citibank Student Loans (800) 967-2400 Diners Club/Carte Blanche (800) 234-6377 outside the U.S. call collect: (303) 799-1504 Citicorp Travellers Cheques (800) 645-6556 outside the U.S. call collect: (813) 623-1709 Citicorp Insurance (800) 497-4860 - --------------------------------------------------------------------------------
(R) CITICORP AND CITIBANK ARE REGISTERED TRADEMARKS (C) COPYRIGHT CITICORP 1998. ALL RIGHTS RESERVED. PRINTED IN THE U.S.A. Printed on recycled paper [Logo]