Citigroup (C)

·                  RCB revenues were $5.7 billion, up 1% sequentially.  Managed revenues of $7.5 billion were flat with the prior quarter. Average deposits of $288 billion were up 5% sequentially, driven by growth in all regions.  Average retail banking loans increased 4% sequentially to $80.6 billion, while Citi-branded cards average managed loans were up 1% sequentially to $114.2 billion.

·                  North America RCB revenues of $1.6 billion were down 6% sequentially and managed revenues were $3.4 billion, down 5% sequentially.  The decline in managed revenues was mainly driven by lower card revenues due to implementation of the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 (the CARD Act).

·                  EMEA RCB revenues were $0.4 billion, down 7% sequentially due to declining margins.

·                  Latin America RCB revenues were $1.9 billion, up from $1.8 billion in the prior quarter driven by increasing deposits, loan balances and card purchase sales, as well as by the impact of foreign exchange.  Revenues increased in both cards and retail banking.

·                  Asia RCB revenues of $1.8 billion were up 6% sequentially driven by increasing investment sales and loan and deposit volumes within retail banking, as well as increasing purchase sales and loan volumes within cards.  Revenue increases also included the impact of foreign exchange.

·                  S&B revenues declined to $3.5 billion from $4.9 billion in the prior quarter. Fourth quarter S&B revenues included a negative CVA of $1.9 billion, of which $840 million pre-tax ($518 million after-tax) represented the cumulative impact of a correction of an error in calculating the CVA on the company’s fair value option debt in prior periods. Excluding the impact of CVA, revenues were $5.4 billion compared to $6.6 billion in the prior quarter.  The $1.2 billion sequential decline in revenues excluding CVA was primarily driven by lower revenues in fixed income and equity markets reflecting lower market volatility and a decline in market volumes.

·                  Investment banking revenues were $1.5 billion, up 25% sequentially, driven by strength in advisory and equity underwriting partially offset by lower debt issuance volume.

·                  Equity markets revenues were $31 million ($0.7 billion excluding CVA) versus $0.4 billion ($1.3 billion excluding CVA) in the prior quarter.  The $0.6 billion sequential decline in revenues excluding CVA was primarily driven by weaker market activity and lower volatility.

·                  Fixed income markets revenues were $1.8 billion ($3.0 billion excluding CVA) versus $3.9 billion ($4.7 billion excluding CVA) in the prior quarter.  The $1.7 billion sequential decline in revenues excluding CVA was primarily driven by weaker trading results as lower market volatility led to a reduction in trading opportunities.

·                  Lending revenues were negative $0.2 billion versus negative $0.7 billion in the prior quarter driven by lower credit default swap losses.  In addition, the net interest margin of the portfolio increased during the quarter as improved pricing more than offset the impact of a decline in the size of the loan book.

·                  Private Bank revenues were $0.6 billion, up 7% sequentially.  Excluding the impact of CVA (negative $6 million and negative $39 million in the fourth and third quarter, respectively), revenues were up 1% sequentially.

·                  Transaction Services revenues were $2.5 billion, up slightly from the prior quarter, as higher deposits and increased volumes offset spread compression.  Average deposits and other customer liability balances increased $21 billion, or 7% during the quarter to $335 billion.  End of period assets under custody were $12.1 trillion.

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·                  North America RCB managed net credit losses were $2.0 billion, down 6% from the prior quarter reflecting a decline in credit losses in the Citi-branded card portfolio driven by loss mitigation efforts.

·                  EMEA RCB net credit losses were $138 million, flat with the prior quarter.  The reserve build was $10 million, down from $67 million in the prior quarter.

·                  Latin America RCB net credit losses were $626 million, down $30 million sequentially driven by lower credit losses in the Mexico card portfolio, reflecting loss mitigation programs and improving economic conditions.  The reserve release was $3 million versus a build of $141 million in the prior quarter.

·                  Asia RCB net credit losses were $306 million, down from $351 million in the prior quarter, as retail banking and card net credit losses declined broadly across the region. The reserve build of $79 million was flat with the prior quarter.

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·                  Regional Consumer Banking revenues were $5.7 billion, up 1% sequentially.  Managed revenues(3) of $7.5 billion were up 3% from the prior quarter. Asia, EMEA and Latin America all showed sequential increases in revenues.  North America revenues were flat with the prior quarter, as increasing credit losses flowing through the securitization trusts offset increases in net interest revenue due to higher deposit and loan volumes.  North America managed revenues(3) were up 4% sequentially.  Average deposits were up 3% sequentially to $275 billion, primarily driven by growth in North America and Asia.  Investment AUMs increased 7% sequentially to $115 billion on improving markets and stronger investment sales, particularly in Asia.  Average retail banking loans increased 4% sequentially to $77.7 billion, while Citi-branded cards average managed loans3 were up about 2% to $112.7 billion.

·                  Securities and Banking revenues declined to $4.9 billion from $6.9 billion in the prior quarter, reflecting CVA of negative $1.7 billion.  Excluding the impact of CVA, revenues were $6.6 billion which compares to an equivalent of $7.7 billion in the prior quarter.  Investment banking revenues were $1.2 billion, flat with the prior quarter as an uptick in advisory revenue offset modest declines in debt underwriting.  The continued improvement in market liquidity, traditional seasonal factors and lower volatility in many markets resulted in

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Citicorp

Citicorp, a global bank for businesses and consumers, will have two primary underlying businesses: the Global Institutional Bank serving corporate, institutional, public sector and private banking clients; and Citigroup’s regional consumer banks which provide traditional banking services, including branded cards as well as small and middle market commercial banking. It is anticipated that Citicorp will focus on its unique competitive advantage of having a strong presence in the fastest-growing areas of the world.

Citicorp

Citicorp, a global bank for businesses and consumers, will have two primary underlying businesses: the Global Institutional Bank serving corporate, institutional, public sector and private banking clients; and Citigroup’s regional consumer banks which provide traditional banking services, including branded cards as well as small and middle market commercial banking. It is anticipated that Citicorp will focus on its unique competitive advantage of having a strong presence in the fastest-growing areas of the world.

Citicorp

        Citicorp, a U.S. bank holding company with no significant operating activities of its own, is a wholly owned indirect subsidiary of Citigroup. While Citicorp is a separately rated entity, it did not access external markets for any long-term debt or equity issuance during the first three months of 2005. Citicorp continues to issue commercial paper and other short-term debt instruments within board-established limits and certain management guidelines.

        On a combined basis, at the Holding Company level, Citigroup and Citicorp maintain sufficient liquidity to meet all maturing unsecured debt obligations due within a one-year time horizon without incremental access to the unsecured markets. In aggregate, bank subsidiaries maintain "cash capital," defined as core deposits, long-term debt, and capital, in excess of their illiquid assets.

        Citicorp's assets and liabilities, which are principally held through its bank and nonbank subsidiaries, are diversified across many currencies, geographic areas, and businesses. Particular attention is paid to those businesses that for tax, sovereign risk, or regulatory reasons cannot be freely and readily funded in the international markets. Citicorp's assets consist primarily of consumer and corporate loans, available-for-sale and trading securities, and placements.

        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% and 59% of total funding at March 31, 2005 and December 31, 2004, respectively, are broadly diversified by both geography and customer segments.

        Asset securitization programs remain an important source of liquidity. See Note 12 to the Consolidated Financial Statements for additional information about securitization activities.

        Citigroup Finance Canada Inc., a wholly owned subsidiary of Associates, has an unutilized credit facility of Canadian $1.0 billion as of March 31, 2005 that matures in October 2005. The facility is guaranteed by Citicorp. In connection therewith, Citicorp is required to maintain a certain level of consolidated stockholder's equity (as defined in the credit facility's agreements). At March 31, 2005, this requirement was exceeded by approximately $78.0 billion.

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Citicorp

        Citicorp, a U.S. bank holding company with no significant operating activities of its own, is a wholly owned indirect subsidiary of Citigroup. While Citicorp is a separately rated entity, it did not access external markets for any long-term debt or equity issuance in 2004. Citicorp continues to issue commercial paper and other short-term debt instruments within board-established limits and certain management guidelines.

        On a combined basis, at the Holding Company level, Citigroup and Citicorp maintain sufficient liquidity to meet all maturing unsecured debt obligations due within a one-year time horizon without incremental access to the unsecured markets. In aggregate, bank subsidiaries maintain "cash capital," defined as core deposits, long-term liabilities, and capital, in excess of their illiquid assets.

        Citicorp's assets and liabilities, which are principally held through its bank and nonbank subsidiaries, are diversified across many currencies, geographic areas, and businesses. Particular attention is paid to those businesses that for tax, sovereign risk, or regulatory reasons cannot be freely and readily funded in the international markets. Citicorp's assets consist primarily of consumer and corporate loans, available-for-sale and trading securities, and placements.

        A diversity of funding sources, currencies, and maturities is used to gain a broad access to the investor base. Citicorp's deposits, which represent 59% of total funding at December 31, 2004 and December 31, 2003, are broadly diversified by both geography and customer segments.

        Asset securitization programs remain an important source of liquidity. See Note 12 to the Consolidated Financial Statements for additional information about securitization activities.

        Citigroup Finance Canada Inc., a wholly owned subsidiary of Associates, has an unutilized credit facility of Canadian $1.0 billion as of December 31, 2004 that matures in October 2005. The facility is guaranteed by Citicorp. In connection therewith, Citicorp is required to maintain a certain level of consolidated stockholder's equity (as defined in the credit facility's agreements). At December 31, 2004, this requirement was exceeded by approximately $76.5 billion.