EXHIBIT 99.2

CITIGROUP LIFE INSURANCE AND ANNUITIES
ASSETS TO BE ACQUIRED
AND LIABILITIES TO BE ASSUMED
CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2005

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
(UNAUDITED)

INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
PAGE
----

Condensed Combined Financial Statements:
Condensed Combined Statement of Income for the three
months ended March 31, 2005 (unaudited)................ 3
Condensed Combined Balance Sheet -- March 31, 2005
(unaudited)............................................ 4
Condensed Combined Statement of Changes in Shareholder's
Equity for the three months ended March 31, 2005
(unaudited)............................................ 5
Condensed Combined Statement of Cash Flows for the three
months ended March 31, 2005 (unaudited)................ 6
Notes to Condensed Combined Financial Statements
(unaudited)............................................ 7
</Table>

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
CONDENSED COMBINED STATEMENT OF INCOME (UNAUDITED)

<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31,
2005
-------------
($ IN
MILLIONS)

REVENUES
Premiums.................................................... $ 267
Net investment income....................................... 759
Realized investment gains................................... 54
Fee income.................................................. 232
Other revenues.............................................. 50
------
Total Revenues............................................ 1,362
------
BENEFITS AND EXPENSES
Current and future insurance benefits....................... 320
Interest credited to contractholders........................ 371
Amortization of deferred acquisition costs.................. 108
General and administrative expenses......................... 166
------
Total Benefits and Expenses............................... 965
------
INCOME FROM OPERATIONS BEFORE FEDERAL AND FOREIGN INCOME
TAXES..................................................... 397
FEDERAL AND FOREIGN INCOME TAXES
Current................................................... 11
Deferred.................................................. 113
------
Total Federal and Foreign Income Taxes.................... 124
------
NET INCOME.................................................. $ 273
======
</Table>

See Notes to Condensed Combined Financial Statements
3

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

<Table>
<Caption>
MARCH 31,
2005
---------------
($ IN MILLIONS)

ASSETS
Fixed maturities, available for sale at fair value
(including $2,856 subject to securities lending
agreements)............................................... $44,508
Equity securities, at fair value............................ 391
Mortgage loans.............................................. 2,349
Policy loans................................................ 894
Short-term securities....................................... 3,364
Trading securities, at fair value........................... 1,081
Other invested assets....................................... 1,972
-------
Total Investments......................................... 54,559
-------
Cash........................................................ 648
Investments income accrued.................................. 560
Premium balances receivable................................. 161
Reinsurance recoverable..................................... 3,985
Deferred acquisition costs.................................. 3,035
Separate and variable accounts.............................. 31,052
Other assets................................................ 1,933
-------
Total Assets.............................................. 95,933
-------

LIABILITIES
Contractholder funds........................................ 35,648
Future policy benefits and claims........................... 14,267
Separate and variable accounts.............................. 31,052
Deferred federal and foreign income taxes................... 696
Trading securities sold not yet purchased, at fair value.... 369
Other liabilities........................................... 5,230
-------
Total Liabilities......................................... 87,262
-------

Shareholder's Equity
Common stock................................................ 131
Additional paid-in capital.................................. 3,138
Retained earnings........................................... 4,238
Accumulated other changes in equity from nonowner sources... 1,164
-------
Total Shareholder's Equity................................ 8,671
-------
Total Liabilities and Shareholder's Equity................ $95,933
=======
</Table>

See Notes to Condensed Combined Financial Statements
4

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
CONDENSED COMBINED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(UNAUDITED)

<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31,
2005
---------------
($ IN MILLIONS)

COMMON STOCK
Balance January 1,.......................................... $ 131
Changes in common stock..................................... --
------
Balance March 31,........................................... 131
======
ADDITIONAL PAID IN CAPITAL
Balance January 1,.......................................... 3,141
Stock options tax expense................................... (3)
------
Balance March 31,........................................... 3,138
======
RETAINED EARNINGS
Balance January 1,.......................................... 4,030
Net income.................................................. 273
Dividends................................................... (87)
Citigroup MIS............................................... 17
Other....................................................... 5
------
Balance March 31,........................................... 4,238
======
ACCUMULATED OTHER CHANGES IN EQUITY FROM NONOWNER SOURCES
Balance January 1,.......................................... 1,645
Unrealized loss, net of tax................................. (521)
Foreign currency translation, net of tax.................... (23)
Derivative instrument hedging activity gains, net of tax.... 63
------
Balance March 31,........................................... 1,164
======
SUMMARY OF CHANGES IN EQUITY FROM NONOWNER SOURCES
Net income.................................................. 273
Other changes in equity from nonowner sources............... (476)
------
Total changes in equity from nonowner sources............... (203)
======
TOTAL SHAREHOLDER'S EQUITY
Changes in total shareholder's equity....................... (276)
Balance January 1,.......................................... 8,947
------
Balance March 31,........................................... $8,671
======
</Table>

See Notes to Condensed Combined Financial Statements
5

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
CONDENSED COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)

<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31,
2005
---------------
($ IN MILLIONS)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................ $ 273
Adjustments to reconcile net income to net cash provided by
operating activities
Net realized (gains)...................................... (54)
Deferred federal and foreign income taxes................. 113
Amortization of deferred acquisition costs................ 108
Additions to deferred acquisition costs................... (225)
Investment income accrued................................. (54)
Premium balances receivable............................... 12
Insurance reserves........................................ 36
Change in trading account assets.......................... 437
Change in trading account liabilities..................... (102)
Citigroup MIS............................................. 17
Other..................................................... (40)
-------
Net Cash Provided by Operating Activities............ 521
-------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities....................................... 1,266
Mortgage loans......................................... 147
Proceeds from sales of investments
Fixed maturities....................................... 2,260
Equity securities...................................... 77
Mortgage loans......................................... 10
Real estate held for sale.............................. 10
Purchases of investments
Fixed maturities....................................... (3,373)
Equity securities...................................... (59)
Mortgage loans......................................... (262)
Policy loans, net......................................... 190
Short-term securities (purchases), net.................... (48)
Other investments sales, net.............................. (13)
Securities transactions in course of settlement, net...... (80)
-------
Net Cash Provided by Investing Activities............ 125
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits.............................. 1,776
Contractholder fund maturities and withdrawals............ (2,171)
Dividends to parent company............................... (87)
Other..................................................... (17)
-------
Net Cash Used for Financing Activities............... (499)
-------
Net increase in cash........................................ 147
Cash at beginning of period................................. 501
-------
Cash at end of period....................................... $ 648
=======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid......................................... $ 12
=======
</Table>

See Notes to Condensed Combined Financial Statements
6

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION -- CONDENSED COMBINED FINANCIAL STATEMENTS

The accompanying condensed combined financial statements of Citigroup Life
Insurance and Annuities Assets to be Acquired and Liabilities to be Assumed (the
Transferred Businesses, or TB) represent the Citigroup operations to be sold
pursuant to an Acquisition Agreement (the Agreement) entered into on January 31,
2005 by Citigroup Inc. (Citigroup) and MetLife, Inc. (MetLife). Under the terms
of the Agreement, Citigroup agreed to sell certain of its domestic and
international insurance operations to MetLife for $11.5 billion in
consideration, subject to certain closing adjustments and financing
arrangements. The transaction is subject to Citigroup's execution of specific
transactions to exclude certain assets and liabilities prior to the close.

The following summarizes the domestic and international businesses included
in the sale. The condensed combined financial statements have been prepared as
if the TB had been standalone operations, though they are not necessarily
representative of results had the TB operated as standalone operations. The
financial results reflect allocations of corporate expenses from Citigroup,
which may be different from comparable expenses that would have been incurred
had the TB operated as a standalone company.

DOMESTIC

In accordance with the Agreement, Citigroup will sell the Hartford,
Connecticut-based Travelers Life & Annuity insurance operations (the Domestic
Transferred Businesses, or DTB). These operations include retail annuities,
individual life insurance, corporate owned life insurance (COLI) and
institutional annuity products. In addition, the sale also includes certain
individual life and retail annuity business in runoff status since 2003.

The following table summarizes the legal entities where the DTB reside, and
the associated states of domicile for the insurance entities. These DTB legal
entities, excluding certain assets and liabilities in accordance with the
Agreement, will be transferred to MetLife.

<Table>
<Caption>
STATE OF DOMICILE LEGAL ENTITY NAME
----------------- -----------------

Connecticut The Travelers Insurance Company (TIC)
Connecticut The Travelers Life and Annuity Company (TLAC)
Arizona Citicorp Life Insurance Company (CLIC)
New York First Citicorp Life Insurance Company (FCLIC)
Bermuda Citicorp International Life Insurance Company, Ltd. of
Hamilton Bermuda
Florida Citicorp International Life Insurance Company, Ltd. (U.S.
Branch) of Hamilton Bermuda (CILIC)
South Carolina The Travelers Life and Annuity Reinsurance Company (TLARC)
N/A Trumbull Street Investments LLC (TSI)
</Table>

Also included in the sale are two active broker-dealers, Tower Square
Securities, Inc. (Tower Square) and Travelers Distribution LLC (TDLLC), wholly
owned subsidiaries of TIC. Tower Square is an introducing broker-dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Associate of Securities Dealers (NASD). Tower Square's principal
activity is to facilitate the sale of variable annuity, variable universal life
and other investment products and advisory services through independent
registered representatives. TDLLC, a Delaware limited liability company, is a
registered limited business broker-dealer under the Securities Exchange Act of
1934 and a member of NASD. TDLLC operates as the principal underwriter and
distributor of the DTB' variable annuities and variable life insurance
contracts.

TIC's ownership of Tribeca Citigroup Investments Ltd. (Tribeca) is included
in the sale.

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

INTERNATIONAL

In accordance with the Agreement, Citigroup will also sell certain portions
of the International Insurance Manufacturing (IIM) operations (the International
Transferred Businesses, or ITB). The ITB manufacture insurance products in eight
countries with six wholly owned subsidiaries in Australia, Brazil, Argentina,
the UK, Belgium and Poland and two joint ventures in Japan and Hong Kong.

The following table summarizes the legal entities, and associated countries
of operation. These ITB legal entities, excluding certain assets and liabilities
in accordance with the Agreement, will be transferred to MetLife.

<Table>
<Caption>
COUNTRY OF OPERATION MANUFACTURING OPERATION LEGAL NAME
- -------------------- ----------------------------------

Australia...................... Citicorp General Insurance Limited & Citicorp Life Insurance
Limited
Argentina...................... Compania Previsional Citi S.A.,
Siembra Administradora de Fondos de Jubilaciones y Pensiones
S.A.
(the Siembra Group or AFJP),
Siembra Seguros de Retiro S.A.,
Siembra Seguros de Vida S.A.,
Best Market S.A.
Brazil......................... CitiInsurance do Brasil Vida e Previdencia S.A.
Poland......................... CitiInsurance Polska Towarzystwo Ubezpieczen na Zycie S.A.
U.K............................ CitiInsurance General Insurance Company Limited,
CitiInsurance Life Assurance Company Limited & CitiInsurance
Administration Services Limited
Belgium........................ CitiLife S.A./N.V.
Japan.......................... Mitsui Sumitomo CitiInsurance Life Insurance Co., Ltd.
(joint venture) Citigroup Direct Marketing Japan Co., Ltd.
Hong Kong...................... Citi Fubon Life Insurance Company Hong Kong Limited (joint
venture)
China.......................... CitiInsurance Life Insurance Company, Ltd. (in formation)
Bermuda........................ CitiInsurance Reinsurance (Bermuda) Ltd.
South Korea.................... CDMK, Inc.
USA............................ CitiInsurance International Holdings Inc.
</Table>

The Agreement effectively carves out Citigroup's Life Insurance and Annuity
Business included in its Global Investment Management segment. As noted in the
Agreement, the sale contemplates specific restructuring transactions that will
occur to the legal entities where the TB are contained. The following is a
summary of those assets, liabilities and related earnings which are not
considered part of the TB, and accordingly have been excluded from the
accompanying condensed combined financial statements:

(1) All TIC's membership in Keeper Holdings LLC, which holds an interest
in CitiStreet;

(2) All TIC's shares of Citigroup Series YYY and YY preferred stock, and
all dividends with respect thereto;

(3) All TIC's shares of American Financial Life Insurance Company stock,
and all earnings with respect thereto;

(4) All TIC's shares of Primerica Life Insurance Company stock, and all
earnings with respect thereto;

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

(5) All CLIC's shares of Citicorp Assurance Company stock, and all
earnings with respect thereto;

(6) Citilife S.A./N.V's .16% equity interest in Europa Financia Limited;

(7) All TIC's obligations in the amount of $74 million and the related
assets (including deferred tax assets) in the amount of $74 million
associated with the Connecticut River Plaza lease;

(8) CLIC's $542 million dividend of fixed maturities;

(9) Citilife S.A./N.V. (or from one or more subsidiaries of Associates
Financial Corporation Limited, and one or more subsidiaries of
Citicorp Limited) $200 million dividend of short term investments in
aggregate;

(10) All owned intellectual property and all trademarks used in connection
with products offered only by or through the TB, its Parent or
affiliates. This includes, but is not limited to, the "umbrella"
trademark and umbrella design trademark, and all trademarks which
include the terms "citi," "Citi," the arc design and the blue wave
design;

(11) All TIC's net obligations in the amount of $452 million related to
non-qualified employee benefit plans (including retiree welfare,
pension, long-term disability, workers compensation and deferred
compensation obligations) and associated assets consisting of $294
million in invested assets and other assets and a deferred tax asset
of $158 million, and;

(12) TIC's rights in respect to the future earnings or adverse development
related to long-term care (LTC) accounts.

Certain of the aforementioned restructuring transactions require prior
approval or notice to the respective states of domicile. The State of
Connecticut Insurance Department has approved the dividend of all TIC's
ownership interests and obligations as included in (1) - (4), (7) and
(10) - (12) above. The State of Arizona Insurance Department has approved the
interests and dividend related to CLIC as noted in (5) and (8) above. The TB
anticipate these transactions will be executed immediately preceding the close.
The related approvals for the transactions related to Citilife S.A./N.V. as
noted in (6) and (9), are currently in process.

The Agreement also provides for an indemnification from Citigroup to
MetLife for specified tax liabilities incurred by a TB legal entity prior to the
closing date. As referenced in the Agreement, the TB legal entities maintain tax
reserves for potential audit liabilities for Federal and state income taxes and
other taxes of approximately $80 million with respect to pre-closing date tax
periods. These liabilities remain the obligation of the TB parent under either
the indemnification agreement or under the Federal consolidated income tax
return rules rather than of the TB legal entities. Accordingly, these
liabilities are transferred to the TB parent and are not included in the
accompanying condensed combined financial statements.

In accordance with the Agreement, the ITB intercompany debt with Citigroup
in the amount of $213 million, and the related assets associated with this
liability, also have been excluded from the accompanying condensed combined
financial statements.

Significant intercompany transactions between TB have been eliminated.

The condensed combined financial statements and accompanying footnotes are
prepared in conformity with accounting principles generally accepted in the
United States of America (GAAP) and are unaudited. The preparation of financial
statements in conformity with GAAP 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 financial
statements and the reported amounts of revenues and benefits and expenses during
the reporting period. Actual results could differ from those estimates.

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

In the opinion of management, the interim condensed combined financial
statements reflect all normal recurring adjustments necessary for a fair
presentation of results for the period reported. The accompanying condensed
combined financial statements should be read in conjunction with the combined
financial statements and related notes for the year ended December 31, 2004.
Certain financial information that is normally included in annual financial
statements prepared in accordance with GAAP, but is not required for interim
reporting purposes, has been condensed or omitted. Interim results are not
necessarily indicative of full year performance.

2. INCOME TAXES

DOMESTIC

The tax provision for the transferred subsidiaries is reflected in
accordance with the actual tax return liabilities (or benefits) incurred by each
subsidiary. For the taxable year ending December 31, 2004, TIC, TLAC, and TLARC
will file federal tax returns as part of the Citigroup consolidated federal
income tax return. Neither TIC nor TLAC received any material tax benefit or
additional tax cost from being part of the Citigroup consolidated return. TLARC
had a net operating loss in 2004 for which it will be paid under the terms of
the Citigroup tax sharing agreement. In the event that TLARC did not file its
federal income tax return as part of the Citigroup consolidated tax return,
these losses would have not have been used to reduce current taxable income of
the Citigroup consolidated group. There is no material federal income tax
difference for any subsidiaries of TIC that results from TIC and TLAC not being
part of the Citigroup consolidated federal tax return.

CLIC and FCLIC file a separate consolidated federal tax return and do not
file as part of the Citigroup consolidated tax return.

INTERNATIONAL

No foreign subsidiary files as part of any U.S. consolidated federal income
tax return. U.S. federal income taxes on foreign operations consist of current
U.S. tax paid on subpart F income plus deferred taxes on non-subpart F income,
net of any Accounting Practices Board Opinion No. 23, "Accounting for Income
Taxes -- Special Areas" (APB 23) benefit, for earnings that will not be
distributed to the U.S. Both current and deferred federal income taxes are net
of any U.S. foreign tax credits. The entire APB 23 benefit relates to Australian
operations.

Citigroup adjusts, through a "tax top off" process, local taxes booked in
local legal vehicles to reflect U.S. tax rates. The appropriate U.S. tax rates
are determined by the Citigroup corporate tax division and consider such factors
as availability and utilization of foreign tax credits. The condensed combined
financial statements as they have been presented include the tax top offs in the
income statement, but do not impact the balance sheet.

EFFECTIVE TAX RATE ($ in millions)

<Table>
<Caption>
FOR THE YEAR ENDED MARCH 31, 2005
- ---------------------------- ----

Income before federal and foreign income taxes.............. 397
Statutory tax rate.......................................... 35%
----
Expected federal and foreign income taxes................... 139
</Table>

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

<Table>
<Caption>
FOR THE YEAR ENDED MARCH 31, 2005
- ---------------------------- ----

Tax effect of:
Non-taxable investment income............................... (5)
International............................................... (7)
Other....................................................... (3)
Federal and foreign income taxes............................ 124
----
Effective tax rate.......................................... 31%
----
COMPOSITION OF FEDERAL AND FOREIGN INCOME TAXES
Current:
United States............................................... $ 8
Foreign..................................................... 3
----
Total....................................................... 11
----
Deferred:
United States............................................... 112
Foreign..................................................... 1
----
Total....................................................... 113
----
Federal and foreign income taxes............................ $124
====
</Table>

Additional tax benefits (expense) attributable to employee stock plans
allocated directly to shareholder's equity for the three months ended March 31,
2005, was $(3) million.

The net deferred tax liability at March 31, 2005 was comprised of the tax
effects of temporary differences related to the following assets and
liabilities:

<Table>
<Caption>
($ IN MILLIONS) 2005
- --------------- -------

Deferred Tax Assets:
Benefit, reinsurance and other reserves..................... $ 442
Operating lease reserves.................................... 7
Employee benefits........................................... 9
Other....................................................... 125
-------
Total....................................................... 583
-------
Deferred Tax Liabilities:
Deferred acquisition costs and value of insurance in
force..................................................... (819)
Investments, net............................................ (400)
Other....................................................... (60)
-------
Total....................................................... (1,279)
-------
Net Deferred Tax Liability.................................. $ (696)
=======
</Table>

The TB, collectively, had a $4 million payable from Citigroup at March 31,
2005 related to the Tax Sharing Agreement.

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

At December 31, 2004 FCLIC had a capital loss carryforward of $2 million.
No other TB had any ordinary or capital loss carryforwards.

Under the 1984 Tax Act, life insurance companies were subject to tax on any
subtractions made from the Policyholders' Surplus Account (PSA). The PSA arose
under pre-1984 law, and consists generally of that portion of the gain from
operations that had not been subject to tax, plus certain special deductions.
Under the 2004 Act, distributions may be made from the PSA without triggering
any tax. The balance in the PSA as of March 31, 2005, taking into account the
restructuring transactions reflected in the balance sheet, is zero.

3. SHAREHOLDER'S EQUITY

SHAREHOLDER'S EQUITY AND DIVIDEND AVAILABILITY

Domestic

DTB combined statutory capital and surplus was $3.293 billion at December
31, 2004. The DTB are subject to various regulatory restrictions that limit the
maximum amount of dividends available to be paid to their parent without prior
approval of insurance regulatory authorities. The DTB are domiciled in the
following states: Arizona, Connecticut, Florida, New York, and South Carolina.
Depending upon both the timing and the amounts of proposed dividends, procedures
for their payment vary from state to state. The State of Connecticut Insurance
Department requires prior approval for any dividends for a period of two years
following a change in control. Accordingly, any dividends from TIC or TLAC,
during that period, would require prior approval from the State of Connecticut
Insurance Department. The States of Arizona, New York, and South Carolina do not
have specific statutes addressing dividend capability following a change in
control. The amount of dividends which may be paid without prior approval during
2005 for CLIC, FCLIC and TLARC is $26.7 million, $5.4 million and $70.0 million,
respectively. In determining whether a dividend is extraordinary, the dividend
limitation threshold is applied to the cumulative dividends paid during the
preceding twelve months. Accordingly, any dividends paid during 2005 related to
Citigroup's execution of specific transactions as discussed in Note 1, will be
included in determining whether a dividend is considered extraordinary.

During the three months ended March 31, 2005, the TB paid dividends in the
amount of $87.3 million. This dividend was paid by TIC on March 30, 2005. As
contemplated in the Agreement, and as described in Note 1, certain transactions
and dividends (i.e. Primerica Life Insurance Company dividend, YY preferred
shares and YYY preferred shares) must be paid through TIC, but are not included
within the TB. The State of Connecticut Insurance Department considers all
dividends from a legal entity in determining the aggregate level of dividend
which may be paid with out prior approval from the State of Connecticut
Insurance Department. The total dividends paid by TIC during the three months
ended March 31, 2005 were $450.0 million, and were comprised of the following:

(1) On January 3, 2005, TIC paid an extraordinary dividend in the amount of
$302.5 million. This amount was comprised of $152.5 million, which was
excluded from the December 31, 2004 combined financial statements, plus
$150.0 million in YYY preferred shares, also excluded from the December
31, 2004 combined financial statements; and

(2) On March 30, 2005, TIC paid an ordinary dividend in the amount of
$147.5 million. This amount was comprised of $87.3 million from the TB
and "pass-through" dividends of $50.0 million and $10.2 million from
the Primerica Life Insurance Company and Citigroup YY preferred shares,
respectively.

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

CILIC maintains trusteed surplus in accordance with Florida statutes. Any
dividend requires prior approval from the State of Florida Insurance Department.

International

Each ITB is subject to various local-country restrictions that limit the
amount of dividends available to their parent companies. Such limitations
include regulatory restrictions on minimum required capital, local solvency
margin calculations as well as local market practices. Restrictions are
primarily formula driven in certain countries and negotiated with regulators in
others. Procedures for remitting dividends also vary by country, ranging from
the requirement to obtain formal regulatory approval to informal notification to
regulators.

4. COMMITMENTS AND CONTINGENCIES

DOMESTIC

Litigation

In August 1999, an amended putative class action complaint captioned Lisa
Macomber, et al. vs. Travelers Property Casualty Corporation, et al. was filed
in New Britain, Connecticut Superior Court against TIC, its parent corporation,
certain of TIC's affiliates (collectively TLA), and TIC's former affiliate,
Travelers Property Casualty Corporation. The amended complaint alleges Travelers
Property Casualty Corporation purchased structured settlement annuities from TIC
and spent less on the purchase of those structured settlement annuities than
agreed with claimants; and that commissions paid to brokers of structured
settlement annuities, including an affiliate of TIC, were paid, in part, to
Travelers Property Casualty Corporation. The amended complaint was dismissed and
following an appeal by the plaintiff in September 2002 the Connecticut Supreme
Court reversed the dismissal of several of the plaintiff's claims. On May 26,
2004, the Connecticut Superior Court certified a nation wide class action
involving the following claims against TLA: violation of the Connecticut Unfair
Trade Practice Statute, unjust enrichment and civil conspiracy. On June 15,
2004, the Defendants, including TLA, appealed the Connecticut Superior Court's
May 26, 2004 class certification order.

In 2003 and 2004, several issues in the mutual fund and variable insurance
product industries have come under the scrutiny of federal and state regulators.
Like many other companies in our industry, TIC and certain of the DTB' legal
entities have received a request for information from the Securities and
Exchange Commission (SEC) and a subpoena from the New York Attorney General
regarding market timing and late trading. During 2004 the SEC requested
additional information about TIC's variable product operations on market timing,
late trading and revenue sharing, and the SEC, the National Association of
Securities Dealers and the New York Insurance Department have made inquiries
into these issues and other matters associated with the sale and distribution of
insurance products. In addition, like many insurance companies and agencies, in
2004 and 2005 TIC and certain of the DTB' legal entities received inquiries from
certain state Departments of Insurance regarding producer compensation and
bidding practices. TIC and certain of the DTB' legal entities are cooperating
fully with all of these requests and is not able to predict their outcomes.

In addition, TIC and certain of the DTB' legal entities are defendants or
co-defendants in various other litigation matters in the normal course of
business. These include civil actions, arbitration proceedings and other matters
arising in the normal course of business out of activities as an insurance
company, a broker and dealer in securities or otherwise.

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

In the opinion of DTB' management, the ultimate resolution of these legal
and regulatory proceedings would not be likely to have a material adverse effect
on the TB' consolidated financial condition or liquidity, but, if involving
monetary liability, may be material to the TB' operating results for any
particular period.

Other

TIC is a member of the Federal Home Loan Bank of Boston (the Bank), and in
this capacity has entered into a funding agreement (the funding agreement) with
the Bank where a blanket-lien has been granted to collateralize the Bank's
deposits. TIC maintains control of these assets, and may use, commingle,
encumber or dispose of any portion of the collateral as long as there is no
event of default and the remaining qualified collateral is sufficient to satisfy
the collateral maintenance level. The funding agreement further states that upon
any event of default, the Bank's recovery is limited to the amount of the
member's outstanding funding agreement. The amount of TIC's liability for
funding agreements with the Bank as of March 31, 2005 is $1.1 billion, included
in contractholder funds. The TB hold $60.3 million of common stock of the Bank,
included in Investments.

INTERNATIONAL

Japan joint venture

Pursuant to the joint venture agreement governing the ITB' Japan joint
venture interest, upon a change of control of CitiInsurance International
Holdings Inc. (CIHI), Mitsui Sumitomo Insurance Co., Ltd. (MSI), the ITB'
partner in the Japan joint venture, has the right to purchase all of the joint
venture shares owned by CIHI at a price per share equal to the fair market value
thereof as determined by an independent financial advisor. Such right may be
exercised not later than 30 days after notice of the change of control is
received by MSI.

Siembra Group

As the economic situation, as well as legal and regulatory issues, in
Argentina remain fluid, the Siembra Group is watching the potential impact that
government actions may have on our pension and insurance businesses, including
the potential for pension reform, re -dollarization of pension annuities, impact
of debt restructurings, and the liquidity and capital needs of the pension and
insurance subsidiaries. Additional costs to the Siembra Group will depend on
future actions by the Argentine government and the Siembra Group. Additional
losses may be incurred.

On January 14, 2005, AFJP tendered defaulted government debt as part of a
general Argentine debt restructuring in expectation of receiving new securities.
As of December 31, 2004, securities tendered had a fair value of 33 million
Argentine pesos (approximately $11 million). These securities are expected to
have a mandatory trading restriction of one year after receipt and are,
therefore, not expected to have a publicly quoted fair market value until such
time that they can be traded.

Injunctions (Amparos)

The Argentina businesses have received court injunctions relating to
customers' claims that they are owed U.S. dollars despite the government
mandated conversion into pesos of all U.S. dollar denominated contracts at
specified rates. If a customer is successful, an Argentine judge may issue an
order of Amparos allowing the customer to withdraw the original U.S. dollar
denominated balance at the current free-floating exchange rate, resulting in a
loss to the Siembra Group. The Siembra Group accounts for Amparos as litigation
costs. Because the Siembra Group cannot monitor the number or related amounts of
Amparos in the

CITIGROUP LIFE INSURANCE AND ANNUITIES

ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

court system, combined with the uncertainty related to the legal issues
surrounding their enforcement, the total exposure is not reasonably estimable.
Therefore, the Siembra Group accounts for Amparos losses as specific court
orders to pay are received.

In the opinion of ITB' management, the ultimate resolution of these legal
and regulatory proceedings would not be likely to have a material adverse effect
on the combined financial condition or liquidity, but, if involving monetary
liability, may be material to the TB' operating results for any particular
period.