Citigroup (C)

Securities Registered Pursuant to Section 12(b) and (g) of the Act

        A list of Citigroup securities registered pursuant to Section 12(b) and (g) of the Securities Exchange Act of 1934 is filed as an exhibit herewith and is available from Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd floor, New York, New York 10043 or on the Internet at http://www.sec.gov.

        As of February 7, 2005, Citigroup had 5,225,357,984 shares of common stock outstanding.

        As of February 7, 2005, Citigroup had approximately 203,395 common stockholders of record. This figure does not represent the actual number of beneficial owners of common stock because shares are frequently held in "street name" by securities dealers and others for the benefit of individual owners who may vote the shares.

        Citigroup (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

        Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein nor in Citigroup's 2005 Proxy Statement incorporated by reference in Part III of this Form 10-K.

        Citigroup is an accelerated filer (as defined in Rule 12b-2 under the Securities Exchange Act of 1934).

        The aggregate market value of Citigroup common stock held by non-affiliates of Citigroup on February 7, 2005 was approximately $245.9 billion.

        Certain information has been incorporated by reference as described herein into Part III of this annual report from Citigroup's 2005 Proxy Statement.

148

Signatures

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of February, 2005.