Exhibit 99.2 [CITIGROUP LOGO] SPIN-OFF OF TRAVELERS PROPERTY CASUALTY December 19, 2001 TRANSACTION OVERVIEW - -------------------------------------------------------------------------------- - - Citigroup intends to spin-off Travelers Property Casualty Corp. - Up to 20% of TAP to be sold in an Initial Public Offering in first quarter of 2002 - Remaining equity of TAP will be spun off by year end on a tax-free basis to shareholders of Citigroup - - Robert Lipp appointed Chairman and CEO of TAP - - Continued relationship between Citigroup and TAP - Distribution: Citigroup will continue to market TAP's homeowners' and auto policies through PFS, Citifinancial, and Citibank - Investment advisory: Citigroup intends to provide ongoing investment advisory services to TAP 2 [CITIGROUP LOGO] STRATEGIC IMPACT ON CITIGROUP - -------------------------------------------------------------------------------- - - Citigroup to focus on higher growth and return businesses - Continue objective to deliver double-digit earnings growth and 20%+ ROE to shareholders - - Streamlines Citigroup's operations and management structure - - Travelers Life and Annuity to be retained by Citigroup as part of wealth management strategy - - Citigroup ratings affirmed by S&P, Moody's and Fitch 3 [CITIGROUP LOGO] CITIGROUP'S GROWTH RATE AND RETURNS - -------------------------------------------------------------------------------- INCOME GROWTH AVERAGE ROE CITI 15% CITI 22% CITI EX-TAP 16% CITI EX-TAP 23% TAP 8% TAP 15% ------------------- ------------------- 1999-2001* CAGR 1999-2001* AVERAGE N.B. Numbers exclude TAP losses related to the World Trade Center attacks of $490 million after-tax and include after-tax realized gains and losses for TAP ($70 million in 1999, $31 million in 2000, and $222 million in 2001). *9 month 2001 results annualized 4 [CITIGROUP LOGO] TRAVELERS PROPERTY CASUALTY - -------------------------------------------------------------------------------- - - Creates leading independent property and casualty insurance company - Experienced management team - CEO Robert Lipp - - Facilitates TAP's ability to participate in industry consolidation - Opportunity to participate independently in industry consolidation - Strategic direction independent of Citigroup's 5 [CITIGROUP LOGO] CITIGROUP FINANCIAL IMPACT - -------------------------------------------------------------------------------- ($ in millions) FULL YEAR 2000 1-3Q 2001 -------------- --------- Citigroup Core Income $14,140 $10,707 TAP Commercial Lines 1,093 428 Personal Lines 307 155 Realized Gains/Losses(1) 31 222 ------- ------- Total TAP Income 1,431 805(2) % of Citigroup 10% 8% 1. Reported in Citigroup's "Investment Activities" 2. Includes $490mm of after-tax reserves associated with September 11th events 6 [CITIGROUP LOGO] The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Citigroup's actual results may differ materially from those included in the forward-looking statements. You are also directed to other risks and uncertainties discussed in documents filed by Citigroup and Travelers Property Casualty Corp. with the Securities and Exchange Commission. [CITIGROUP LOGO] [CITIGROUP LOGO]